SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
-------------------------
Citicorp
(Exact name of registrant as specified in its charter)
Delaware 13-2614988
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
399 Park Avenue
New York, New York 10043
(Address of principal (Zip Code)
executive offices)
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12 (g) OF THE ACT:
Fixed/Adjustable Rate Cumulative Preferred Stock, Series 23 (Without Par Value)
(the "Preferred Stock")
Item 1. Description of Registrant's Securities.
1.1 For a description of the Preferred Stock, reference is hereby made
to the description of the Preferred Stock contained in the Prospectus dated
December 15, 1995 as supplemented by the Prospectus Supplement dated December
19, 1995 relating to the Preferred Stock filed with the Securities and Exchange
Commission pursuant to Rule 424 (b) under the Securities Act of 1933 (File No.
33-59791) and incorporated herein by reference (see in particular "Description
of Offered Preferred Stock" in the Prospectus Supplement and "Description of
Preferred Stock" in the Prospectus).
Item 2. Exhibits.
2.1 Certificate of Designations, authorizing the issuance and
establishing the designation, preferences and rights of the Preferred Stock.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Registration Statement on Form 8-A to be signed
on its behalf by the undersigned, thereunto duly authorized.
CITICORP
Registrant
By: /s/ Michael T. Nugent
-----------------------
Michael T. Nugent
Vice President
Date: December 27, 1995
Exhibit 2.1
CITICORP
-----------
CERTIFICATE OF DESIGNATIONS
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
-------------
FIXED/ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES 23
(WITHOUT PAR VALUE)
--------------
CITICORP, a corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), HEREBY CERTIFIES that the following
resolution was duly adopted by the Board of Directors of the Corporation
pursuant to authority conferred upon the Board of Directors by the provisions of
the Restated Certificate of Incorporation of the Corporation, which authorizes
the issuance of up to 50,000,000 shares of preferred stock without par value,
and by the Stock Committee of the Board of Directors, pursuant to authority
conferred upon the Stock Committee of the Board of Directors in accordance with
Section 141(c) of the General Corporation Law of the State of Delaware, by
Article 5, Section 1 of the By-Laws of the Corporation and by resolutions of the
Board of Directors at meetings of the Board of Directors duly held on March 21,
1989, October 16, 1990, September 17, 1991, January 19, 1993, April 18, 1995 and
December 19, 1995, at a meeting of the Stock Committee of the Board of Directors
duly held on December 19, 1995:
RESOLVED, that the issue of a series of preferred stock without par
value of this Corporation is hereby authorized and the designation,
powers, preferences and privileges, relative, participating, optional
and other special rights, and qualifications, limitations and
restrictions thereof, in addition to those set forth in the Restated
Certificate of Incorporation, as amended, of the Corporation, are
hereby fixed as follows:
FIXED/ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES 23
(1) Number Of Shares And Designation. 250,000 shares of the preferred
stock without par value of the Corporation are hereby constituted as a series of
preferred stock without par value designated as "Fixed/Adjustable Rate
Cumulative Preferred Stock, Series 23" (hereinafter called the "Preferred Stock,
Series 23").
(2) Dividends. (a) The holders of shares of the Preferred Stock, Series
23, shall be entitled to receive cash dividends, as, if and when declared by the
Board of Directors of the Corporation (the "Board of Directors") or by the Stock
Committee of said Board of Directors (the "Stock Committee"), out of funds
legally available for that purpose, at the rate set forth below in this Section
(2) applied to the amount of $500 per share. Such dividends shall be cumulative
from the date of original issue of such shares and shall be payable quarterly,
as, if and when declared by the Board of Directors or by the Stock Committee on
February 15, May 15, August
1
<PAGE>
15 and November 15 of each year, commencing on February 15, 1996. Each such
dividend shall be payable in arrears to the holders of record of shares of the
Preferred Stock, Series 23, as they appear on the stock register of the
Corporation on such record dates, not more than 30 nor less than 15 days
preceding the payment dates thereof, as shall be fixed by the Board of Directors
or the Stock Committee. Dividends on account of arrears for any past Dividend
Periods (as defined in subsection (b) of this Section (2)) may be declared and
paid at any time, without reference to any regular dividend payment date, to
holders of record on such date, not exceeding 45 days preceding the payment date
thereof, as may be fixed by the Board of Directors or the Stock Committee.
(b) (i) Dividend periods ("Dividend Periods") shall commence on
February 15, May 15, August 15 and November 15 of each year other than
the initial Dividend Period, which shall commence on the date of
original issue of the Preferred Stock, Series 23 and shall end on and
include the calendar day next preceding the first day of the next
Dividend Period. The dividend rate on the shares of Preferred Stock,
Series 23, for the period from the date of original issue thereof to but
not including February 15, 1996 will be $4.395 per share of Preferred
Stock, Series 23 and such dividends shall be payable (if declared) on
February 15, 1996. For each Dividend Period thereafter the dividend rate
on the shares of Preferred Stock, Series 23 shall be 5.86% per annum
through February 15, 2006. The amount of dividends payable for each full
Dividend Period occurring prior to February 15, 2006 for the Preferred
Stock, Series 23, shall be computed by dividing the dividend rate of
5.86% per annum by four and applying the resulting rate of 1.465% to the
amount of $500 per share. For each Dividend Period beginning on or after
February 15, 2006, the dividend rate on the shares of Preferred Stock,
Series 23 shall be the Applicable Rate (as defined below) per annum. The
amount of dividends payable for each full Dividend Period beginning on
or after February 15, 2006 shall be computed by dividing the Applicable
Rate per annum by four and applying the resulting rate to the amount of
$500 per share. The amount of dividends payable for any period shorter
or longer than a full Dividend Period on the Preferred Stock, Series 23,
shall be computed on the basis of twelve 30-day months, a 360-day year
and, for any Dividend Period of less than one month (other than the
initial Dividend Period), the actual number of days elapsed in such
period. Unless otherwise required by law, dividends payable with respect
to each share of Preferred Stock, Series 23, shall be rounded to the
nearest one cent, with $.005 being rounded upward. Holders of shares
called for redemption on a redemption date between a dividend payment
record date and the dividend payment date shall not be entitled to
receive the dividend payable on such dividend payment date.
(ii) Except as provided below in this paragraph (ii), the
"Applicable Rate" per annum for any Dividend Period beginning on or
after February 15, 2006 will be equal to 0.50% plus the Effective Rate
(as defined below), but not less than 6.00% or more than 12.00% (without
taking into consideration any adjustments as described in paragraph
(viii) below). The "Effective Rate" for any Dividend Period beginning on
or after February 15, 2006 will be equal to the highest of the Treasury
Bill Rate, the Ten Year Constant Maturity Rate and the Thirty Year
Constant Maturity Rate (each as defined below) for such Dividend Period.
The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the
Thirty Year Constant Maturity Rate will each be rounded to the nearest
five hundredths of a percent, with .025% being rounded upward. In the
event that the Corporation determines in good faith that for any reason:
(A) any one of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate or the Thirty Year Constant Maturity Rate cannot be
determined for any Dividend Period beginning on or after February
15, 2006, then the Effective Rate for such Dividend Period will
be equal to the higher of whichever two of such rates can be so
determined;
(B) only one of the Treasury Bill Rate, the Ten Year
Constant Maturity Rate or the Thirty Year Constant Maturity Rate
can be determined for any Dividend Period beginning on
2
<PAGE>
or after February 15, 2006, then the Effective Rate for such
Dividend Period will be equal to whichever such rate can be so
determined; or
(C) none of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate or the Thirty Year Constant Maturity Rate can be
determined for any Dividend Period beginning on or after February
15, 2006, then the Effective Rate for the preceding Dividend
Period will be continued for such Dividend Period.
(iii) Except as described below in this paragraph (iii), the
"Treasury Bill Rate" for each applicable Dividend Period will be the
arithmetic average of the two most recent weekly per annum market
discount rates (or the one weekly per annum market discount rate, if
only one such rate is published during the relevant Calendar Period (as
defined below)) for three-month U.S. Treasury bills, as published weekly
by the Federal Reserve Board (as defined below) during the Calendar
Period immediately preceding the last ten calendar days preceding the
Dividend Period for which the dividend rate on the Preferred Stock,
Series 23 is being determined. In the event that the Federal Reserve
Board does not publish such a weekly per annum market discount rate
during any such Calendar Period, then the Treasury Bill Rate for such
Dividend Period will be the arithmetic average of the two most recent
weekly per annum market discount rates (or the one weekly per annum
market discount rate, if only one such rate is published during the
relevant Calendar Period) for three-month U.S. Treasury bills, as
published weekly during such Calendar Period by any Federal Reserve Bank
or by any U.S. Government department or agency selected by the
Corporation. In the event that a per annum market discount rate for
three-month U.S. Treasury bills is not published by the Federal Reserve
Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Treasury Bill
Rate for such Dividend Period will be the arithmetic average of the two
most recent weekly per annum market discount rates (or the one weekly
per annum market discount rate, if only one such rate is published
during the relevant Calendar Period) for all of the U.S. Treasury bills
then having remaining maturities of not less than 80 nor more than 100
days, as published during such Calendar Period by the Federal Reserve
Board or, if the Federal Reserve Board does not publish such rates, by
any Federal Reserve Bank or by any U.S. Government department or agency
selected by the Corporation. In the event that the Corporation
determines in good faith that for any reason no such U.S. Treasury bill
rates are published as provided above during such Calendar Period, then
the Treasury Bill Rate for such Dividend Period will be the arithmetic
average of the per annum market discount rates based upon the closing
bids during such Calendar Period for each of the issues of marketable
non-interest-bearing U.S. Treasury securities with a remaining maturity
of not less than 80 nor more than 100 days from the date of each such
quotation, as chosen and quoted daily for each business day in New York
City (or less frequently if daily quotations are not generally
available) to the Corporation by at least three recognized dealers in
U.S. Government securities selected by the Corporation. In the event
that the Corporation determines in good faith that for any reason the
Corporation cannot determine the Treasury Bill Rate for any applicable
Dividend Period as provided above in this paragraph, the Treasury Bill
Rate for such applicable Dividend Period will be the arithmetic average
of the per annum market discount rates based upon the closing bids
during such Calendar Period for each of the issues of marketable
interest-bearing U.S. Treasury securities with a remaining maturity of
not less than 80 nor more than 100 days, as chosen and quoted daily for
each business day in New York City (or less frequently if daily
quotations are not generally available) to the Corporation by at least
three recognized dealers in U.S. Government securities selected by the
Corporation.
(iv) Except as described below in this paragraph (iv), the "Ten
Year Constant Maturity Rate" for each applicable Dividend Period will be
the arithmetic average of the two most recent weekly per annum Ten Year
Average Yields (as defined below) (or the one weekly per annum Ten Year
Average Yield, if only one such yield is published during the relevant
Calendar Period), as published weekly by
3
<PAGE>
the Federal Reserve Board during the Calendar Period immediately
preceding the last ten calendar days preceding the Dividend Period for
which the dividend rate on the Preferred Stock, Series 23 is being
determined. In the event that the Federal Reserve Board does not publish
such a weekly per annum Ten Year Average Yield during such Calendar
Period, then the Ten Year Constant Maturity Rate for such Dividend
Period will be the arithmetic average of the two most recent weekly per
annum Ten Year Average Yields (or the one weekly per annum Ten Year
Average Yield, if only one such yield is published during the relevant
Calendar Period), as published weekly during such Calendar Period by any
Federal Reserve Bank or by any U.S. Government department or agency
selected by the Corporation. In the event that a per annum Ten Year
Average Yield is not published by the Federal Reserve Board or by any
Federal Reserve Bank or by any U.S. Government department or agency
during such Calendar Period, then the Ten Year Constant Maturity Rate
for such Dividend Period will be the arithmetic average of the two most
recent weekly per annum average yields to maturity (or the one weekly
per annum average yield to maturity, if only one such yield is published
during the relevant Calendar Period) for all of the actively traded
marketable U.S. Treasury fixed interest rate securities (other than
Special Securities (as defined below)) then having remaining maturities
of not less than eight nor more than twelve years, as published during
such Calendar Period by the Federal Reserve Board or, if the Federal
Reserve Board does not publish such yields, by any Federal Reserve Bank
or by any U.S. Government department or agency selected by the
Corporation. In the event that the Corporation determines in good faith
that for any reason the Corporation cannot determine the Ten Year
Constant Maturity Rate for any applicable Dividend Period as provided
above in this paragraph, then the Ten Year Constant Maturity Rate for
such Dividend Period will be the arithmetic average of the per annum
average yields to maturity based upon the closing bids during such
Calendar Period for each of the issues of actively traded marketable
U.S. Treasury fixed interest rate securities (other than Special
Securities) with a final maturity date not less than eight nor more than
twelve years from the date of each such quotation, as chosen and quoted
daily for each business day in New York City (or less frequently if
daily quotations are not generally available) to the Corporation by at
least three recognized dealers in U.S. Government securities selected by
the Corporation.
(v) Except as described below in this paragraph (v), the "Thirty
Year Constant Maturity Rate" for each applicable Dividend Period will be
the arithmetic average of the two most recent weekly per annum Thirty
Year Average Yields (as defined below) (or the one weekly per annum
Thirty Year Average Yield, if only one such yield is published during
the relevant Calendar Period), as published weekly by the Federal
Reserve Board during the Calendar Period immediately preceding the last
ten calendar days preceding the Dividend Period for which the dividend
rate on the Preferred Stock, Series 23 is being determined. In the event
that the Federal Reserve Board does not publish such a weekly per annum
Thirty Year Average Yield during such Calendar Period, then the Thirty
Year Constant Maturity Rate for such Dividend Period will be the
arithmetic average of the two most recent weekly per annum Thirty Year
Average Yields (or the one weekly per annum Thirty Year Average Yield,
if only one such yield is published during the relevant Calendar
Period), as published weekly during such Calendar Period by any Federal
Reserve Bank or by any U.S. Government department or agency selected by
the Corporation. In the event that a per annum Thirty Year Average Yield
is not published by the Federal Reserve Board or by any Federal Reserve
Bank or by any U.S. Government department or agency during such Calendar
Period, then the Thirty Year Constant Maturity Rate for such Dividend
Period will be the arithmetic average of the two most recent weekly per
annum average yields to maturity (or the one weekly per annum average
yield to maturity, if only one such yield is published during the
relevant Calendar Period) for all of the actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities)
then having remaining maturities of not less than twenty-eight nor more
than thirty years, as published during such Calendar Period by the
Federal Reserve Board or, if the Federal Reserve Board does not publish
such yields, by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation. In the event that the
Corporation
4
<PAGE>
determines in good faith that for any reason the Corporation cannot
determine the Thirty Year Constant Maturity Rate for any applicable
Dividend Period as provided above in this paragraph, then the Thirty
Year Constant Maturity Rate for such Dividend Period will be the
arithmetic average of the per annum average yields to maturity based
upon the closing bids during such Calendar Period for each of the issues
of actively traded marketable U.S. Treasury fixed interest rate
securities (other than Special Securities) with a final maturity date
not less than twenty-eight nor more than thirty years from the date of
each such quotation, as chosen and quoted daily for each business day in
New York City (or less frequently if daily quotations are not generally
available) to the Corporation by at least three recognized dealers in
U.S. Government securities selected by the Corporation.
(vi) The Applicable Rate with respect to each Dividend Period
beginning on or after February 15, 2006 will be calculated as promptly
as practicable by the Corporation according to the appropriate method
described above. The Corporation will cause notice of each Applicable
Rate to be enclosed with the dividend payment checks next mailed to the
holders of Preferred Stock, Series 23.
(vii) As used above, the term "Calendar Period" means a period of
fourteen calendar days; the term "Federal Reserve Board" means the Board
of Governors of the Federal Reserve System; the term "Special
Securities" means securities which can, at the option of the holder, be
surrendered at face value in payment of any Federal estate tax or which
provide tax benefits to the holder and are priced to reflect such tax
benefits or which were originally issued at a deep or substantial
discount; the term "Ten Year Average Yield" means the average yield to
maturity for actively traded marketable U.S. Treasury fixed interest
rate securities (adjusted to constant maturities of ten years); and the
term "Thirty Year Average Yield" means the average yield to maturity for
actively traded marketable U.S. Treasury fixed interest rate securities
(adjusted to constant maturities of thirty years).
(viii) If one or more amendments to the Internal Revenue Code of
1986, as amended (the "Code"), are enacted that change the percentage of
the dividends received deduction as specified in Section 243(a)(1) of
the Code or any successor provision (the "Dividends Received
Percentage"), the amount of each dividend payable per share of the
Preferred Stock, Series 23 for dividend payments made on or after the
date of enactment of such change shall be adjusted by multiplying the
amount of the dividend payable determined as described above (before
adjustment) by a factor, which shall be the number determined in
accordance with the following formula (the "DRD Formula"), and rounding
the result to the nearest cent:
1-.35 (1 - .70)
---------------
1-.35 (1 - DRP)
For the purposes of the DRD Formula, "DRP" means the Dividends Received
Percentage applicable to the dividend in question. No amendment to the
Code, other than a change in the percentage of the dividends received
deduction set forth in Section 243 (a)(1) of the Code or any successor
provision, will give rise to an adjustment. Notwithstanding the
foregoing provisions, in the event that, with respect to any such
amendment, Citicorp shall receive either an unqualified opinion of
nationally recognized independent tax counsel selected by the
Corporation and approved by Sullivan & Cromwell (which approval shall
not be unreasonably withheld) or a private letter ruling or similar form
of authorization from the Internal Revenue Service to the effect that
such an amendment would not apply to dividends payable on the Preferred
Stock, Series 23, then any such amendment shall not result in the
adjustment provided for pursuant to the DRD Formula. The opinion
referenced in the previous sentence shall be based upon a specific
exception in the legislation amending the DRP or upon a published
pronouncement of the Internal Revenue Service addressing such
legislation. Unless the context otherwise requires, references to
dividends in this Certificate of Designations shall mean dividends as
adjusted by the DRD
5
<PAGE>
Formula. The Corporation's calculation of the dividends payable as so
adjusted and as certified accurate as to calculation and reasonable as
to method by the independent certified public accountants then regularly
engaged by the Corporation, shall be final and not subject to review.
(ix) If any amendment to the Code which reduces the Dividends
Received Percentage is enacted after a dividend payable on a Dividend
Payment Date has been declared, the amount of dividend payable on such
Dividend Payment Date will not be increased in accordance with paragraph
(viii) above, but instead, an amount equal to the excess of (x) the
product of the dividends paid by the Corporation on such Dividend
Payment Date and the DRD Formula (where the DRP used in the DRD Formula
would be equal to the reduced Dividends Received Percentage) and (y) the
dividends paid by the Corporation on such Dividend Payment Date, will be
payable to holders of record on the next succeeding Dividend Payment
Date in addition to any other amounts payable on such date.
(x) If, prior to May 16, 1996, an amendment to the Code is
enacted that reduces the Dividends Received Percentage and such
reduction retroactively applies to a Dividend Payment Date as to which
the Corporation previously paid dividends on the Preferred Stock, Series
23 (each an "Affected Dividend Payment Date"), holders of the Preferred
Stock, Series 23 shall be entitled to receive as, if and when declared
by the Board of Directors or the Stock Committee additional dividends
(the "Additional Dividends") on the next succeeding Dividend Payment
Date (or if such amendment is enacted after the dividend payable on such
Dividend Payment Date has been declared, on the second succeeding
Dividend Payment Date following the date of enactment) to holders of
record on such succeeding Dividend Payment Date in an amount equal to
the excess of (x) the product of the dividends paid by the Corporation
on each Affected Dividend Payment Date and the DRD Formula (where the
DRP used in the DRD Formula would be equal to the Dividends Received
Percentage applied to each Affected Dividend Payment Date) and (y) the
dividends paid by the Corporation on each Affected Dividend Payment
Date. Additional Dividends will not be paid in respect of the enactment
of any amendment to the Code if such amendment would not result in an
adjustment due to the Corporation having received either an opinion of
counsel or tax ruling referred to in paragraph (viii) above. The
Corporation shall only make one payment of Additional Dividends.
(xi) In the event that the amount of dividend payable per share
of the Preferred Stock, Series 23, shall be adjusted pursuant to the DRD
Formula and/or Additional Dividends are to be paid, the Corporation will
cause notice of each such adjustment and, if applicable, any Additional
Dividends, to be sent to the holders of the Preferred Stock, Series 23.
(c) So long as any shares of the Preferred Stock, Series 23 are
outstanding, no full dividends shall be declared or paid or set apart for
payment on the preferred stock of the Corporation of any series ranking, as to
dividends, on a parity with or junior to the Preferred Stock, Series 23, for any
period unless full cumulative dividends for all Dividend Periods terminating on
or prior to the date of payment of such full dividends have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for such payment on the Preferred Stock, Series 23.
When dividends are not paid in full, as aforesaid, upon the shares of the
Preferred Stock, Series 23, and any other preferred stock of the Corporation
ranking on a parity as to dividends with the Preferred Stock, Series 23, all
dividends declared upon shares of the Preferred Stock, Series 23, and any other
preferred stock of the Corporation ranking on a parity as to dividends (whether
dividends on such other preferred stock are cumulative or noncumulative) with
the Preferred Stock, Series 23, shall be declared pro rata so that the amount of
dividends declared per share on the Preferred Stock, Series 23, and such other
preferred stock shall in all cases bear to each other the same ratio that
accrued dividends per share on the shares of the Preferred Stock, Series 23 and
such other preferred stock bear to each other (but without any cumulation in
respect of unpaid dividends on any noncumulative preferred stock). Holders of
shares of the Preferred Stock, Series 23 shall not be entitled to any dividends,
whether payable in cash, property or stock, in excess of full
6
<PAGE>
cumulative dividends, as herein provided, on the Preferred Stock, Series 23. No
interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment on the Preferred Stock, Series 23 which may be in arrears.
(d) So long as any shares of the Preferred Stock, Series 23 are
outstanding, no dividend (other than dividends or distributions paid in shares
of, or options, warrants or rights to subscribe for or purchase shares of stock
ranking junior to the Preferred Stock, Series 23, as to dividends and upon
liquidation and other than as provided in subsection (c) of this Section (2))
shall be declared or paid or set aside for payment or other distribution
declared or made upon any stock of the Corporation ranking junior to or on a
parity with the Preferred Stock, Series 23, as to dividends or upon liquidation,
nor shall any stock of the Corporation ranking junior to or on a parity with the
Preferred Stock, Series 23, 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 the Corporation (except by conversion into or exchange for stock
of the Corporation ranking junior to the Preferred Stock, Series 23, as to
dividends and upon liquidation) unless, in each case, full cumulative dividends
for all Dividend Periods terminating on or prior to the date of payment of such
full dividends on all outstanding shares of the Preferred Stock, Series 23,
shall have been paid or set apart for payment and the Corporation is not in
default with respect to any redemption of shares of Preferred Stock, Series 23,
announced by the Corporation pursuant to Section (4) below.
(3) Liquidation Preference. (a) In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
before any payment or distribution of the assets of the Corporation (whether
capital or surplus) shall be made to or set apart for the holders of any series
or class or classes of stock of the Corporation ranking junior to the Preferred
Stock, Series 23, upon liquidation, dissolution or winding up, the holders of
the shares of the Preferred Stock, Series 23, shall be entitled to receive $500
per share plus an amount equal to all dividends (whether or not earned or
declared) accrued and unpaid thereon to the date of final distribution to such
holders; but such holders shall not be entitled to any further payment. If, upon
any liquidation, dissolution or winding up of the Corporation, the assets of the
Corporation, or proceeds thereof, distributable among the holders of the shares
of the Preferred Stock, Series 23, shall be insufficient to pay in full the
preferential amount aforesaid and liquidating payments on any other preferred
stock ranking, as to liquidation, dissolution or winding up, on a parity with
the Preferred Stock, Series 23, then such assets, or the proceeds thereof, shall
be distributed among the holders of shares of Preferred Stock, Series 23, and
any such other preferred stock ratably in accordance with the respective amounts
which would be payable on such shares of Preferred Stock, Series 23, and any
such other preferred stock if all amounts payable thereon were paid in full. For
the purposes of this Section (3), a consolidation or merger of the Corporation
with one or more corporations shall not be deemed to be a liquidation,
dissolution or winding up, voluntary or involuntary.
(b) Subject to the rights of holders of shares of any series or class or
classes of stock ranking on a parity with or prior to the Preferred Stock,
Series 23, as to distribution of assets upon liquidation, dissolution or winding
up, upon any liquidation, dissolution or winding up of the Corporation, after
payment shall have been made in full to the holders of Preferred Stock, Series
23, as provided in this Section (3), but not prior thereto, any other series or
class or classes of stock ranking junior to the Preferred Stock, Series 23, upon
liquidation shall, subject to the respective terms and provisions (if any)
applying thereto, be entitled to receive any and all assets remaining to be paid
or distributed, and the holders of the Preferred Stock, Series 23, shall not be
entitled to share therein.
(4) Redemption. (a) Except as provided in subsections (b) and (c) of
this Section (4), the Preferred Stock, Series 23, may not be redeemed prior to
February 15, 2006. At any time or from time to time on and after February 15,
2006, the Corporation, at its option, may, with prior Federal Reserve Board
approval to the extent then required by applicable law, redeem shares of the
Preferred Stock, Series 23, in whole or in part, out of funds legally available
therefor, at a redemption price of $500 per share, together in each case with
accrued and unpaid
7
<PAGE>
dividends (whether or not declared) to the date fixed for redemption, including
any changes in dividends payable due to changes in the Dividends Received
Percentage and Additional Dividends, if any.
(b) If the Dividends Received Percentage is equal to or less than 35%
and, as a result, the amount of dividends on the Preferred Stock, Series 23
payable on any Dividend Payment Date will be or is adjusted upwards as described
in paragraph 2(b)(viii) above, the Corporation, at its option, with prior
Federal Reserve Board approval to the extent then required by applicable law,
may redeem all, but not less than all, of the outstanding shares of the
Preferred Stock, Series 23, provided, that within sixty days of the date on
which an amendment to the Code is enacted which reduces the Dividends Received
Percentage to 35% or less, the Corporation sends notice to holders of the
Preferred Stock, Series 23 of such redemption in accordance with subsection (d)
below. Any redemption of the Preferred Stock, Series 23 in accordance with this
subsection (b) shall be on notice as aforesaid at the applicable redemption
price set forth in the following table, in each case plus accrued and unpaid
dividends (whether or not declared) thereon to the date fixed for redemption,
including any changes in dividends payable due to changes in the Dividends
Received Percentage and Additional Dividends, if any.
REDEMPTION PRICE
REDEMPTION PERIOD PER SHARE
----------------- ----------
December 22, 1995 to February 14, 1997............ $525.00
February 15, 1997 to February 14, 1998............ 522.50
February 15, 1998 to February 14, 1999............ 520.00
February 15, 1999 to February 14, 2000............ 517.50
February 15, 2000 to February 14, 2001............ 515.00
February 15, 2001 to February 14, 2002............ 512.50
February 15, 2002 to February 14, 2003............ 510.00
February 15, 2003 to February 14, 2004............ 507.50
February 15, 2004 to February 14, 2005............ 505.00
February 15, 2005 to February 14, 2006............ 502.50
On or after February 15, 2006..................... 500.00
(c) The Corporation, 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, Series 23,
out of funds legally available therefor if the holders of the shares of the
Preferred Stock, Series 23, shall be entitled to vote upon or consent to a
merger or consolidation of the Corporation as provided in Section 11 below and
all of the following conditions have been satisfied: (i) the Corporation shall
have requested the vote or consent of the holders of the Preferred Stock, Series
23, to the consummation of such merger or consolidation, stating in such request
that failing the requisite favorable vote or consent the Corporation will have
the option to redeem the Preferred Stock, Series 23, (ii) the Corporation shall
not have received the favorable vote or consent requisite to the consummation of
the transaction within 60 days after making such written request (which shall be
deemed to have been made upon the mailing of the notice of any meeting of
holders of the Preferred Stock, Series 23, to vote upon such merger or
consolidation or the mailing of the form of written consent to be signed by such
holders), 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 set forth in subsection (d) of
this Section 4 at a redemption price of $500 per share of the Preferred Stock,
Series 23, together with accrued and unpaid dividends (whether or not declared)
to the date fixed for redemption.
(d) In the event the Corporation shall redeem shares of Preferred Stock,
Series 23, notice of such redemption shall be given by first class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior
8
<PAGE>
to the redemption date, to each holder of record of the shares to be redeemed,
at such holder's address as the same appears on the stock register of the
Corporation. Each such notice shall state: (1) the redemption date; (2) the
number of shares of Preferred Stock, Series 23, to be redeemed and, if less than
all the shares held by such holder are to be redeemed, the number of such shares
to be redeemed from such holder; (3) the redemption price; (4) the place or
places where certificates for such shares are to be surrendered for payment of
the redemption price; and (5) that dividends on the shares to be redeemed will
cease to accrue on such redemption date. Notice having been mailed as aforesaid,
from and after the redemption date (unless default shall be made by the
Corporation in providing money for the payment of the redemption price, together
with accrued and unpaid dividends to the date of redemption) dividends on the
shares of the Preferred Stock, Series 23, so called for redemption shall cease
to accrue, and said shares shall no longer be deemed to be outstanding, and all
rights of the holders thereof as stockholders of the Corporation (except the
right to receive from the Corporation the redemption price, together with
accrued and unpaid dividends (whether or not declared) to the date fixed for
redemption) shall cease. The Corporation's obligation to provide moneys in
accordance with the preceding sentence shall be deemed fulfilled if, on or
before the redemption date, the Corporation shall deposit with a bank or trust
company (which may be an affiliate of the Corporation) having an office in the
Borough of Manhattan, City of New York, having a capital and surplus of at least
$50,000,000, funds necessary for such redemption, in trust, with irrevocable
instructions that such funds be applied to the redemption of the shares of
Preferred Stock, Series 23, so called for redemption. Any interest accrued on
such funds shall be paid to the Corporation from time to time. Any funds so
deposited and unclaimed at the end of two years from such redemption date shall
be released or repaid to the Corporation, after which the holder or holders of
such shares of Preferred Stock, Series 23, so called for redemption shall look
only to the Corporation for payment of the funds necessary for such redemption.
Upon surrender in accordance with said notice of the certificates for
any shares so redeemed (properly endorsed or assigned for transfer, if the Board
of Directors shall so require and the notice shall so state), such shares shall
be redeemed by the Corporation at the applicable redemption price aforesaid,
together with accrued and unpaid dividends to the date of redemption. If less
than all the outstanding shares of Preferred Stock, Series 23, are to be
redeemed, shares to be redeemed shall be selected by the Corporation from
outstanding shares of Preferred Stock, Series 23, not previously called for
redemption by lot or pro rata (as nearly as may be) or by any other method
determined by the Corporation in its sole discretion to be equitable. If fewer
than all the shares represented by any certificate are redeemed a new
certificate shall be issued representing the unredeemed shares without cost to
the holder thereof.
(e) In no event shall the Corporation redeem less than all the
outstanding shares of Preferred Stock, Series 23, pursuant to subsection (a) of
this Section (4) unless full dividends shall have been paid or declared and set
apart for payment upon all outstanding shares of Preferred Stock, Series 23, for
all Dividend Periods ending on or prior to the date of redemption.
(5) Shares to be Retired. All shares of Preferred Stock, Series 23,
purchased or redeemed by the Corporation shall be retired and canceled and the
Board of Directors shall cause to be taken all action necessary to restore such
shares to the status of authorized but unissued shares of preferred stock,
without designation as to series, and such shares may thereafter be issued, but
not as shares of Preferred Stock, Series 23.
(6) Conversion or Exchange. The holders of shares of Preferred Stock,
Series 23, shall not have any rights herein to convert such shares into or
exchange such shares for shares of any other class or classes or of any other
series of any class or classes of capital stock (or any other security) of the
Corporation.
(7) Ranking. Any class or series of stock of the Corporation shall
be deemed to rank:
(i) prior to the Preferred Stock, Series 23, as to dividends or
as to distribution of assets upon liquidation, dissolution or winding
up, if holders of such class shall be entitled to the receipt of
9
<PAGE>
dividends or of amounts distributable upon liquidation, dissolution or
winding up, as the case may be, in preference or priority to the holders
of Preferred Stock, Series 23;
(ii) on a parity with the Preferred Stock, Series 23, as to
dividends or as to distribution of assets upon liquidation, dissolution
or winding up, whether or not the dividend rates, dividend payment dates
or redemption or liquidation prices per share thereof be different from
those of the Preferred Stock, Series 23, if the holders of such class of
stock and the Preferred Stock, Series 23 (whether or not such class of
stock is cumulative or noncumulative as to payment of dividends) shall
be entitled to the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in
proportion to their respective amounts of accrued and unpaid dividends
per share or liquidation prices, without preference or priority one over
the other (except with respect to the cumulation of dividends on such
class of stock); and
(iii) junior to the Preferred Stock, Series 23, as to dividends
or as to the distribution of assets upon liquidation, dissolution or
winding up, if such stock shall be common stock or if the holders of
Preferred Stock, Series 23, shall be entitled to receipt of dividends or
of amounts distributable upon dissolution, liquidation or winding up, as
the case may be, in preference or priority to the holders of shares of
such stock.
Accordingly, the Preferred Stock, Series 23, shall be deemed to rank on
a parity with all other series of preferred stock of the Corporation (whether or
not such other series of preferred stock is cumulative or noncumulative as to
payment of dividends) outstanding on the date on which this Certificate of
Designations is first filed with the Secretary of State of the State of
Delaware.
(8) Exclusion of Other Rights. Unless otherwise required by law, shares
of Preferred Stock, Series 23, shall not have any rights, including preemptive
rights, or preferences other than those specifically set forth herein or as
provided by applicable law.
(9) Notices. All notices or communications, unless otherwise specified
in the By-Laws of the Corporation or the Restated Certificate of Incorporation,
as amended, shall be sufficiently given if in writing and delivered in person or
mailed by first-class mail, postage prepaid to the holders of record of the
Preferred Stock, Series 23. Notice shall be deemed given on the earlier of the
date received or the date such notice is mailed.
(10) Record Holders. The Corporation and the transfer agent for the
Preferred Stock, Series 23, may deem and treat the record holder of any share of
such Preferred Stock as the true and lawful owner thereof for all purposes, and
neither the Corporation nor such transfer agent shall be affected by any notice
to the contrary.
(11) Voting Rights. Except as hereinafter set forth in this Section (11)
or as otherwise from time to time required by law, the Preferred Stock, Series
23, shall have no voting rights. Whenever, at any time or times, dividends
payable on the Preferred Stock, Series 23, 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 the outstanding Preferred Stock,
Series 23, shall have the exclusive right, 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, Series 23, either as to dividends (whether or
not such other series of preferred stock is cumulative or noncumulative as to
payment of dividends) or on the distribution of assets upon liquidation,
dissolution or winding up and upon which like voting rights have been conferred
and are exercisable, to elect two directors of the Corporation at the
Corporation's next annual meeting of stockholders and at each subsequent annual
meeting of stockholders. At elections for such directors, each holder of the
Preferred Stock, Series 23, shall be entitled to one vote for each share held
(the holders of shares of any other series of preferred stock ranking on such a
parity being entitled to such number of votes, if any, for each share of stock
held as may be granted to them). Upon the vesting of such
10
<PAGE>
right of such holders, the maximum authorized number of members of the Board of
Directors shall automatically be increased by two and the two vacancies so
created shall be filled by vote of the holders of such outstanding shares of the
Preferred Stock, Series 23 (either alone or together with the holders of shares
of any one or more other series of preferred stock ranking on such a parity) as
hereinafter set forth. The right of such holders of such shares of the Preferred
Stock, Series 23, voting separately as a class, to elect (together with the
holders of shares of any one or more other series of preferred stock ranking on
such a parity) members of the Board of Directors of the Corporation as aforesaid
shall continue until such time as all dividends accumulated on such shares of
Preferred Stock, Series 23, shall have been paid in full, at which time such
right shall terminate, except as herein or by law expressly provided, subject to
revesting in the event of each and every subsequent default of the character
above mentioned.
Upon any termination of the right of the holders of the Preferred Stock,
Series 23, as a class to vote for directors as herein provided, the term of
office of all directors then in office elected by such holders voting as a class
shall terminate immediately. If the office of any director elected by such
holders voting as a class becomes vacant by reason of death, resignation,
retirement, disqualification, removal from office or otherwise, the remaining
director elected by such holders voting as a class may choose a successor who
shall hold office for the unexpired term in respect of which such vacancy
occurred. Whenever the term of office of the directors elected by such holders
voting as a class shall end and the special voting powers vested in such holders
as provided in this Section (11) shall have expired, the number of directors
shall automatically be decreased to such number as may be provided for in the
By-Laws irrespective of any increase made pursuant to the provisions of this
Section (11).
So long as any shares of the Preferred Stock, Series 23, remain
outstanding, the consent of the holders of at least two-thirds of the shares of
the Preferred Stock, Series 23, outstanding at the time (voting separately as a
class together with all other series of preferred stock ranking on a parity with
such series either as to dividends (whether or not such other series of
preferred stock is cumulative or noncumulative as to payment of dividends) or
the distribution of assets upon liquidation, dissolution or winding up and upon
which like voting rights have been conferred and are exercisable) given in
person or by proxy, either in writing or at any special or annual meeting called
for the purpose, shall be necessary to permit, effect or validate any one or
more of the following:
(a) The authorization, creation or issuance, or any increase in
the authorized or issued amount, of any class or series of stock ranking
prior to the Preferred Stock, Series 23, with respect to payment of
dividends or the distribution of assets upon liquidation, dissolution or
winding up, or
(b) The amendment, alteration or repeal, whether by merger,
consolidation or otherwise, of any of the provisions of the Restated
Certificate of Incorporation, as amended, or of the resolution contained
in this Certificate of Designations for the Preferred Stock, Series 23,
and the powers, preferences and privileges, relative, participating,
optional and other special rights and qualifications, limitations and
restrictions thereof which would materially and adversely affect any
right, preference, privilege or voting power of the Preferred Stock,
Series 23, or of the holders thereof; provided, however, that any
increase in the amount of authorized preferred stock or the creation and
issuance of other series of preferred stock, or any increase in the
amount of authorized shares of the Preferred Stock, Series 23, or of any
other series of preferred stock, in each case ranking on a parity with
or junior to the Preferred Stock, Series 23, with respect to the payment
of dividends (whether or not such other series of preferred stock is
cumulative or noncumulative as to payment of dividends) and the
distribution of assets upon liquidation, dissolution or winding up,
shall not be deemed to materially and adversely affect such rights,
preferences, privileges or voting powers.
11
<PAGE>
The foregoing voting provisions shall not apply if, at or prior to the
time when the act with respect to such vote would otherwise be required shall be
effected, all outstanding shares of the Preferred Stock, Series 23, shall have
been redeemed or sufficient funds shall have been deposited in trust to effect
such redemption, scheduled to be consummated within three months after such
time.
12
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designations to be signed by Michael T. Nugent, a Vice President, and attested
by Patricia K. Perlman, an Assistant Secretary, this 21st day of December, 1995.
CITICORP
By: /s/ Michael T. Nugent
---------------------
Michael T. Nugent
Vice President
Attest:
/s/ Patricia K. Perlman
- -----------------------
Patricia K. Perlman
Assistant Secretary
13
<PAGE>
