Filed pursuant to
Rule 424(b)(5)
Registration No. 33-64574
CITICORP
U.S. $5,000,000,000
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 May 12, 1995
(To Prospectus Supplement, dated January 26, 1995;
to Prospectus, dated January 26, 1995)
DESCRIPTION OF NOTES
The description of the Yen Notes set forth in this Pricing
Supplement supplements 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.
To the extent any statement herein differs from a statement made in
such accompanying Prospectus or Prospectus Supplement, such
statement shall modify or supersede the statement made in such
Prospectus or Prospectus Supplement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the accompanying Prospectus
or Prospectus Supplement. For a description of certain risks
associated with the Yen Notes, see "FOREIGN CURRENCY RISKS" in the
accompanying Prospectus Supplement.
<TABLE>
<CAPTION>
SUMMARY OF TERMS:
<S> <C>
Title of Notes: 2.42% Yen Senior Notes Due
October 5, 1998 (the "Yen Notes").
Aggregate Principal Amount: Yen5,000,000,000.
Price to Public: 99.80%.
Specified Currency: Japanese Yen.
Issue Date: June 29, 1995.
Stated Maturity: October 5, 1998.
Initial Interest Rate: The arithmetic mean of Three Month
Yen LIBOR and Four Month Yen LIBOR,
plus 0.4375%, as determined on the
second Market Day preceding the
Issue Date for the period from the
Issue Date to, but excluding,
October 5, 1995 (the "Initial
Interest Period"). For the Initial
Interest Period, interest on the Yen
Notes will be computed on the basis
of the actual number of days elapsed
divided by 360.
Interest Commencement Date: June 29, 1995.
Interest Rate: After the Initial Interest Period,
2.42%. Interest on the Yen Notes,
other than the Initial Interest
Period, will be computed on the
basis of a 360-day year of twelve
30-day months.
Interest Payment Dates: Annually, each 5th day of October
and at Stated Maturity, 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
Yen10,000,000 and any integral
multiple of Yen1,000,000 in excess
thereof. See "Global Notes" herein
and "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.
Sinking Fund: The Yen Notes are not subject to any
sinking fund.
Exchange Listing: The Yen Notes will not be listed on
the Luxembourg Stock Exchange or any
other exchange.
Clearance Information: The Yen Notes have been accepted for
clearance through Euroclear and
Cedel.
Selling Agent: UBS Limited.
Discount: 0.200%.
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In this Pricing Supplement references to "Yen" and "(Yen
symbol)" are to Japanese Yen. At approximately 8:00 a.m. Tokyo
time on May 12, 1995, the bid quotation from Citibank, N.A., Tokyo
branch was 85.875 Yen per United States dollar.
* * * * *
Global Notes
Effective March 1, 1995, The Euroclear System ("Euroclear") and
Cedel Bank, societe anonyme ("Cedel") modified their clearance
procedures such that an issuance of notes represented by a
permanent global note which is exchangeable in part for notes in
definitive form at the request of a beneficial owner is no longer
accepted. Citicorp is therefore required to modify certain of the
terms of its U.S. $5,000,000,000 Global Medium-Term Senior Notes,
Series D (the "Senior Notes") and U.S. $1,000,000,000 Global
Medium-Term Subordinated Notes, Series D (the "Subordinated Notes"
and together with the Senior Notes, the "Notes") issued after April
20, 1995, as described in this Pricing Supplement. For any Issue
of Notes, interests in a temporary global Note may be exchanged
only for (a) interests in a permanent global Note representing all
the Notes of an Issue or (b) definitive Registered Notes or Bearer
Notes representing in the aggregate all the Notes of an Issue, each
in the manner and upon compliance with the procedures described
under "Description of Notes -- Form and Denominations" in the
Prospectus Supplement.
If an Issue of Notes represented by a temporary global Note is
exchangeable only for a permanent global Note, the interests of the
beneficial owners in the temporary global Note representing all the
Notes of such Issue will be exchangeable, commencing 45 days after
the Issue Date thereof, only for interests in a permanent global
Note, without interest coupons, representing the aggregate
principal amount of Notes of such Issue (each, a "Permanent Global
Note").
A beneficial owner of an interest in a Permanent Global Note may
elect, upon not less than 60 days written notice to the London
office of the Security Registrar and the London office of the
Common Depositary given through Morgan Guaranty Trust Company of
New York, Brussels office, as operator of Euroclear and Cedel, to
exchange its interest in such Permanent Global Note for definitive
Bearer Notes or definitive Registered Notes, in each case of like
tenor and of an equal aggregate principal amount and in any
authorized denomination. In the event that any beneficial owner of
an interest in a Permanent Global Note elects to exchange its
interest therein for Notes in definitive form, such beneficial
owner's interest in such Permanent Global Note will be exchanged
for Notes in the definitive form selected by such beneficial owner
and the balance, if any, of the interests in such Permanent Global
Note will be exchanged only for Notes in definitive bearer form.
Upon expiration of the applicable 60 day notice period, the
Common Depositary shall surrender the related Permanent Global Note
to the Security Registrar in exchange for one or more definitive
Bearer Notes, definitive Registered Notes or a combination thereof,
as the case may be, in an aggregate principal amount equal to that
of the surrendered Permanent Global Note. Subsequent to an
exchange of a Permanent Global Note for Notes in definitive form,
owners of interests in such Permanent Global Note may obtain Notes
evidencing such owner's interest therein, in each case of like
tenor and of an equal aggregate principal amount and in any
authorized denomination, from Euroclear or Cedel.
If an Issue of Notes represented by a temporary global Note is
exchangeable only for Notes in definitive form, the interests of
the beneficial owners in such temporary global Note will be
exchangeable, commencing 45 days after the date of issuance
thereof, for one or more definitive Registered Notes, definitive
Bearer Notes, or a combination thereof, in each case, of like tenor
and in an aggregate principal amount equal to that of the temporary
global Note to be exchanged and in any authorized denomination,
provided that each such owner of a beneficial interest in such
temporary global Note provides written notice of its election to
receive such definitive Registered Notes or definitive Bearer
Notes, or a combination thereof, as the case may be, to the London
office of the Security Registrar and the London office of the
Common Depositary given through Euroclear or Cedel on or before the
related Issue Date. In the absence of any such written request,
Citicorp may elect, at its option, to exchange any such interest in
such temporary global Note for one or more definitive Registered
Notes or definitive Bearer Notes.
An exchange of an interest in a temporary global Note for an
interest in a permanent global Note or for definitive Bearer Notes
will be made only upon written certification in the form required
under the applicable Indenture as described under "Description of
Notes -- Form and Denominations" in the Base Prospectus.
All terms used in this Pricing Supplement which are defined in
the applicable Indenture, the Prospectus Supplement or the Base
Prospectus shall have the meanings assigned to them in such
Indenture, Prospectus Supplement or Base Prospectus, as the case
may be.
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 90 days 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.
