Filed pursuant to
Rule 424(b)(5)
Registration No. 33-59791
CITICORP
U.S. $7,000,000,000
Global Medium-Term Senior Notes, Series D
U.S. $1,000,000,000
Global Medium-Term Subordinated Notes, Series D
Due From 9 Months to 60 Years From Date of Issue
Pricing Supplement, dated August 10, 1995 (the "Pricing Supplement") to
Prospectus Supplement, dated August 7, 1995 (the "Prospectus Supplement"); to
Prospectus, dated August 7, 1995 (the "Base Prospectus" and collectively with
the Pricing Supplement and the Prospectus Supplement, the "Prospectus")
Description of Notes
The terms of the Yen Notes set forth in this Pricing Supplement
supplement and modify, to the extent applicable, the description of general
terms and provisions of Citicorp's Global Medium-Term Senior Notes, Series D set
forth in the accompanying Prospectus and Prospectus Supplement. Capitalized
terms not defined herein shall have the meanings assigned to such terms in the
accompanying Prospectus and Prospectus Supplement.
SUMMARY OF TERMS:
Title of Notes: 3.10% Yen Senior Notes Due March 11,
2003 (the "Yen Notes").
Aggregate Principal Amount: (Y)2,000,000,000.
Specified Currency: Japanese Yen.
Issue Date: September 11, 1995.
Stated Maturity Date: March 11, 2003.
Interest Rate: 3.10% per annum.
Interest Payment Dates: Annually, on the 11th of each March,
commencing March 11, 1996, and at Stated
Maturity, except that the initial
payment will be made on October 11,
1995; provided that if an Interest
Payment Date is not a Business Day in
New York, New York and Tokyo, Japan,
then payment of interest will not be
made on such date, but will be made on
the next succeeding day which is a
Business Day in New York, New York and
Tokyo, Japan with the same force and
effect as if made on the Interest
Payment Date and no interest shall
accrue on the amount so payable for the
period from and after such Interest
Payment Date.
Form and Denominations: The Yen Notes will initially be issued
in the form of one or more temporary
global Notes, which will be exchanged 45
days after the Settlement Date, upon
written certification as described in
this Pricing Supplement and in the
Prospectus Supplement, for one or more
permanent global Notes. Interests in the
permanent global Notes will thereafter
be exchangeable at the option of the
beneficial owner, on the terms and
conditions described in this Pricing
Supplement and in the Prospectus
Supplement, for definitive Notes in
bearer form in denominations of
(Y)10,000,000 and any integral multiple
of(Y)10,000,000 in excess thereof. See
"DESCRIPTION OF NOTES--Form and
Denominations" in the Prospectus
Supplement.
Redemption: The Yen Notes may not be redeemed at the
option of Citicorp prior to their Stated
Maturity, except as set forth under the
heading "DESCRIPTION OF NOTES --
Redemption and Sinking Funds" in the
accompanying Prospectus Supplement.
The Yen Notes are not subject to
redemption at the option of the Holder
thereof.
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Sinking Fund: The Yen Notes are not subject to any
sinking fund.
Clearance Information: The Yen Notes have been accepted for
clearance through Euroclear and Cedel.
Exchange Listing: The Yen Notes will not be listed on the
Luxembourg Stock Exchange.
Selling Agent: Yamaichi International (Europe) Limited.
Commission: .200%.
Price to Public: 100.15%.
In this Pricing Supplement references to "Yen" and "(Y)" are to Japanese Yen.
At approximately 8:00 a.m. Tokyo time on August 8, 1995, the bid quotation from
Citibank, N.A., Tokyo branch was 91.25 Yen per United States dollar.
Payment and Paying Agents
Generally, the principal of and interest on the Yen Notes will be payable in
the manner specified in the accompanying Prospectus under the heading
"DESCRIPTION OF NOTES -- Payment and Paying Agents" and the accompanying
Prospectus Supplement under the headings "DESCRIPTION OF NOTES -- Payment and
Paying Agents" and "SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES --
Payment".
In addition to Citibank, acting through its principal office in London,
England, and Citibank (Luxembourg) S.A., acting through its principal office in
Luxembourg, Citicorp has designated Citibank, acting through its main office in
Tokyo, Japan as Paying Agent for the Yen Notes outside the United States.
Citicorp will, as long as any Yen Notes remain outstanding, maintain a paying
agency in Tokyo. In addition to London and Luxembourg, Tokyo will constitute a
Place of Payment with respect to the Notes.
The principal of and interest on the Yen Notes will be payable in Yen.
Payments will be made by Yen check or Yen bank draft on a bank (in the case of
payment to a nonresident of Japan, an authorized foreign exchange bank) in
Tokyo, Japan or by transfer in same day funds to a Yen account (in the case of
payment to a nonresident of Japan, to a nonresident account) maintained by the
payee with a bank in Tokyo, Japan, subject in each case to all applicable laws
and regulations.
Selling Restrictions
The Yen Notes have not been and will not be registered under the Securities
and Exchange Law of Japan. The Selling Agent has represented and agreed that it
has not offered and sold and will not offer or sell, directly or indirectly, any
Yen Notes in Japan or to or for the benefit of any Japanese person (which term
as used herein means any person resident in Japan, including any corporation or
other entity organized under the laws of Japan) or to others for reoffering or
resale, directly or indirectly, in Japan or to or for the benefit of any
Japanese person prior to the date which is one day after the issue date of the
Yen Notes and that thereafter it will offer or sell the Yen Notes in Japan or to
or for the benefit of a Japanese person only under circumstances which will
result in compliance with applicable laws and regulations of Japan.
The Yen Notes may not be offered or sold in the United Kingdom, by means of
any document, other than to persons whose ordinary business it is to buy or sell
shares or debentures, whether as principal or agent (except in circumstances
which do not constitute an offer to the public within the meaning of the
Companies Act 1985), and this Pricing Supplement and the accompanying Prospectus
Supplement and Prospectus may only be issued, distributed or passed on to a
person in the United Kingdom who is of a kind described in Article 9(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1988
or is a person to whom these documents may otherwise lawfully be issued,
distributed or passed on.
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