PROSPECTUS SUPPLEMENT
(To Prospectus dated May 12, 1995)
5,000,000 Depositary Shares
CITICORP(R)
Each Representing a One-Tenth Interest in a Share of
7 3/4% Cumulative Preferred Stock, Series 22
----------------
Each of the 5,000,000 Depositary Shares offered hereby (the "Depositary
Shares") represents a one-tenth ownership interest in a share of 7 3/4%
Cumulative Preferred Stock, Series 22, $250 liquidation preference per share
(the "Offered Preferred Stock"), deposited with the Depositary (as defined
herein) and, through the Depositary, entitles the holder to all proportional
rights and preferences of the Offered Preferred Stock represented thereby
(including dividend, voting, redemption and liquidation rights). The Depositary
Shares are evidenced by the Depositary Receipts (as defined herein). See
"Description of Depositary Shares."
Dividends on the Offered Preferred Stock are cumulative from the date of
original issue and are payable quarterly on February 15, May 15, August 15 and
November 15 of each year, commencing August 15, 1995, at a rate of 7 3/4% per
annum (equivalent to $1.9375 per Depositary Share).
The Offered Preferred Stock is redeemable at any time on and after May 15,
2000 at the option of Citicorp, in whole or in part, at $250 per share
(equivalent to $25 per Depositary Share), plus accrued and unpaid dividends
(whether or not declared) to the date fixed for redemption. For a description of
the rights and preferences of the Offered Preferred Stock, see "Description of
Offered Preferred Stock."
Application will be made to list the Depositary Shares on the New York
Stock Exchange. Trading of the Depositary Shares on the New York Stock Exchange
is expected to commence within a 30-day period after the initial delivery of the
Depositary Shares. See "Underwriting."
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Price to Underwriting Proceeds to
Public(1) Discount(2)(3) Citicorp(1)(3)(4)
-------- -------------- ----------------
Per Depositary Share $25.00 $.7875 $24.2125
Total $125,000,000 $3,937,500 $121,062,500
- -------------
(1) Plus accrued dividends, if any, from May 19, 1995 to the date of delivery.
(2) Citicorp has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933. See
"Underwriting."
(3) The applicable underwriting discount for sales of 40,000 or more Depositary
Shares to any single purchaser will be $.50 per Depositary Share. To the
extent of such sales, the actual total underwriting discount will be less,
and the actual total proceeds to Citicorp will be greater, than the amounts
shown in the table.
(4) Before deducting expenses payable by Citicorp estimated at $150,000.
----------------
The Depositary Shares are offered by the several Underwriters, subject to
prior sale, when, as and if issued to and accepted by them and subject to
approval of certain legal matters by counsel for the Underwriters and certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part. It is expected that
delivery of the Depositary Receipts evidencing the Depositary Shares will be
made in New York, New York on or about May 19, 1995.
----------------
Smith Barney Inc.
Dean Witter Reynolds Inc.
Merrill Lynch & Co.
PaineWebber Incorporated
Prudential Securities Incorporated
----------------
The date of this Prospectus Supplement is May 12, 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEPOSITARY
SHARES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE,
IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY
BE DISCONTINUED AT ANY TIME.
FOR NORTH CAROLINA RESIDENTS: THE COMMISSIONER OF INSURANCE OF THE STATE OF
NORTH CAROLINA HAS NOT APPROVED OR DISAPPROVED THIS OFFERING NOR HAS THE
COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS.
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<PAGE>
CITICORP
Citicorp is a holding company incorporated under the laws of Delaware on
December 4, 1967, whose principal subsidiary is Citibank, N.A. ("Citibank"). 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. For further information concerning Citicorp,
see "Citicorp" in the Prospectus.
SUMMARY FINANCIAL DATA
The following table sets forth, in summary form, certain financial data for
each of the years in the three-year period ended December 31, 1994 and for the
three months ended March 31, 1995 and March 31, 1994. This summary should be
read in conjunction with and is qualified in its entirety by the detailed
financial statements and other information included in the documents
incorporated by reference. See "Incorporation of Certain Documents by Reference"
in the Prospectus. This summary is not covered by the Report of Independent
Auditors incorporated herein by reference. The consolidated financial data at
and for the three months ended March 31, 1995 and March 31, 1994 is derived from
unaudited financial statements. The results for the three months ended March 31,
1995 are not necessarily indicative of the results for the full year or any
other interim period.
<TABLE>
<CAPTION>
Three Months
Ended March 31, Years Ended December 31,
----------------- ---------------------------
1995 1994 1994 1993 1992
------ ------ ------- ------- -------
(In millions, except per share amounts)
<S> <C> <C> <C> <C> <C>
Net Interest Revenue ...................................... $2,325 $2,085 $ 8,911 $ 7,690 $ 7,456
Fees, Commissions and Other Revenue ....................... 2,118 1,776 7,837 8,385 8,165
------ ------ ------- ------- -------
Total Revenue ........................................... $4,443 $3,861 $16,748 $16,075 $15,621
Provision for Credit Losses ............................... 391 415 1,881 2,600 4,146
Operating Expense ......................................... 2,693 2,447 10,256 10,615 10,057
------ ------ ------- ------- -------
Income Before Taxes and Cumulative Effects of
Accounting Changes ...................................... $1,359 $ 999 $ 4,611 $ 2,860 $ 1,418
Income Taxes .............................................. 530 390 1,189 941 696
------ ------ ------- ------- -------
Income Before Cumulative Effects of Accounting
Changes ................................................. $ 829 $ 609 $ 3,422 $ 1,919 $ 722
Cumulative Effects of Accounting Changes(A) ............... -- (56) (56) 300 --
------ ------ ------- ------- -------
Net Income ................................................ $ 829 $ 553 $ 3,366 $ 2,219 $ 722
====== ====== ======= ======= =======
Income Applicable to Common Stock ......................... $ 735 $ 466 $ 3,010 $ 1,900 $ 497
====== ====== ======= ======= =======
Earnings Per Share(B):
On Common and Common Equivalent Shares
Income Before Cumulative Effects of
Accounting Changes .................................... $ 1.71 $ 1.24 $ 7.15 $ 3.82 $ 1.35
Cumulative Effects of Accounting Changes(A) ........... -- (.13) (.12) .68 --
------ ------ ------- ------- -------
Net Income ............................................ $ 1.71 $ 1.11 $ 7.03 $ 4.50 $ 1.35
====== ====== ======= ======= =======
Assuming Full Dilution
Income Before Cumulative Effects of
Accounting Changes .................................. $ 1.53 $ 1.12 $ 6.40 $ 3.53 $ 1.35
Cumulative Effects of Accounting Changes(A) ........... -- (.11) (.11) .58 --
------ ------ ------- ------- -------
Net Income ............................................ $ 1.53 $ 1.01 $ 6.29 $ 4.11 $ 1.35
====== ====== ======= ======= =======
<CAPTION>
(In billions)
Period-End Balances:
Total Loans, Net of Unearned Income $156.4 $137.3 $152.4 $139.0 $139.7
Total Assets(C) 269.0 241.1 250.5 216.6 213.7
Total Deposits 165.1 153.0 155.7 145.1 144.2
Preferred Stock 4.3 3.9 4.2 3.9 3.2
Total Stockholders' Equity(D) 18.4 14.7 17.8 14.0 11.2
- --------------
<FN>
(A) Refers to the adoption of SFAS No. 112, "Employers' Accounting for
Postemployment Benefits", effective January 1, 1994 and SFAS No. 109,
"Accounting for Income Taxes", effective January 1, 1993.
(B) Based on net income after deducting preferred stock dividends, except where
conversion is assumed, and, unless anti-dilutive, the after-tax dividend
equivalents on shares issuable under Citicorp's Executive Incentive
Compensation Plan.
(C) Reflects the adoption of FASB Interpretation No. 39, "Offsetting of Amounts
Related to Certain Contracts", effective January 1, 1994.
(D) Reflects the adoption of SFAS No. 115, "Accounting for Certain Investments
in Debt and Equity Securities", effective January 1, 1994.
</FN>
</TABLE>
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<PAGE>
DESCRIPTION OF OFFERED PREFERRED STOCK
The following description of the particular terms of the shares of Offered
Preferred Stock supplements, and to the extent inconsistent therewith replaces,
the description of the general terms and provisions of Preferred Stock set forth
in the accompanying Prospectus, to which description reference is hereby made.
Certain terms not defined in this description are defined in the Prospectus.
General
The Offered Preferred Stock is a single series consisting of up to 500,000
shares. The holders of Offered Preferred Stock will have no preemptive rights.
The Offered Preferred Stock, upon issuance against full payment of the purchase
price therefor, will be fully paid and nonassessable.
The Offered Preferred Stock will, on the date of original issuance, rank on
a parity as to payment of dividends and distribution of assets upon dissolution,
liquidation or winding up of Citicorp with each other outstanding series of
Preferred Stock. See "Description of Preferred Stock" in the Prospectus. The
Offered Preferred Stock, together with each other series of Preferred Stock,
will rank prior to the Common Stock of Citicorp as to the payment of dividends
and distribution of assets upon dissolution, liquidation or winding up of
Citicorp.
The Offered Preferred Stock will not be convertible into shares of Common
Stock of Citicorp and will not be subject to any sinking fund or other
obligation of Citicorp to repurchase the Offered Preferred Stock.
Dividends
Holders of shares of Offered Preferred Stock will be entitled to receive
as, if and when declared by the Board of Directors of Citicorp or the Stock
Committee out of assets of Citicorp legally available for payment, cumulative
cash dividends at the annual rate of $19.375 per share (equivalent to $1.9375
per Depositary Share). The initial dividend for the dividend period commencing
on May 19, 1995 to (but not including) August 15, 1995 will be $4.628 per share
(equivalent to $0.4628 per Depositary Share) and will be payable on August 15,
1995. Thereafter, dividends on the Offered Preferred Stock will be payable
quarterly, as, if and when declared by the Board of Directors of Citicorp or the
Stock Committee thereof on February 15, May 15, August 15 and November 15 of
each year at such annual rate.
If a dividend payment date is not a business day, dividends (if declared)
on the Offered Preferred Stock 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 and ending on the day immediately prior to the next succeeding
dividend payment date. Each such dividend will be payable to holders of record
as they appear on the stock books 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 thereof.
If, for any dividend period, full dividends on a cumulative or
noncumulative basis, as the case may be, on any share or shares of Preferred
Stock have not been paid or declared and set apart for payment or Citicorp is in
default or in arrears with respect to any sinking fund or other arrangement for
the purchase or redemption of any shares of Preferred Stock, Citicorp may not
declare any dividends on, or make any payment on account of the purchase,
redemption or other retirement of, its Common Stock or any other stock of
Citicorp ranking as to dividends or distribution of assets junior to the
Preferred Stock, other than as described under "Description of Preferred
Stock--Dividends" in the Prospectus.
Liquidation Rights
In the event of any voluntary or involuntary liquidation, dissolution or
winding up of Citicorp, the holders of shares of Offered Preferred Stock are
entitled to receive out of assets of Citicorp available for distribution to
stockholders, before any distribution of assets is made to holders of Common
Stock or of any other shares of stock of Citicorp ranking as to such a
distribution junior to the shares of Offered Preferred Stock, a liquidating
distribution, in the amount of $250 per share (equivalent to $25 per Depositary
Share) plus accrued and unpaid dividends (whether or not declared) for the
then-current dividend period and all dividend periods prior thereto. After
payment of such a liquidating distribution, the holders of shares of Offered
Preferred Stock will not be entitled to any further participation in any
distribution of assets by Citicorp.
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<PAGE>
Redemption
The Offered Preferred Stock is not subject to any mandatory redemption,
sinking fund or other similar provisions. Prior to May 15, 2000, the Offered
Preferred Stock is not redeemable, except under certain limited circumstances as
described under "Description of Preferred Stock--Redemption" in the Prospectus.
On or after such date, shares of Offered Preferred Stock will be redeemable, in
whole or in part, at the option of Citicorp, at any time and from time to time
upon not less than thirty nor more than sixty days' notice, at $250 per share of
Offered Preferred Stock (equivalent to $25 per Depositary Share), plus accrued
and unpaid dividends (whether or not declared) to the date fixed for redemption.
Under current regulations, Citicorp may not exercise its option to redeem shares
of Offered Preferred Stock without the prior approval of the Federal Reserve
Board.
Holders of Offered Preferred Stock will have no right to require redemption
of the Offered Preferred Stock.
Transfer Agent and Registrar
Citibank will be the transfer agent, registrar, dividend disbursing agent
and redemption agent for the Offered Preferred Stock.
DESCRIPTION OF DEPOSITARY SHARES
General
Citicorp will issue receipts (the "Depositary Receipts") for Depositary
Shares, each of which will represent a one-tenth interest in a share of Offered
Preferred Stock. The shares of Offered Preferred Stock represented by Depositary
Shares will be deposited under a Deposit Agreement (the "Deposit Agreement")
among Citicorp, Citibank (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 Offered Preferred Stock represented by such Depositary
Share, to all the rights and preferences of the Offered Preferred Stock
represented thereby (including dividend, voting, redemption and liquidation
rights).
The Depositary Shares will be evidenced by Depositary Receipts issued
pursuant to the Deposit Agreement. Immediately upon issuance, the Offered
Preferred Stock will be deposited by Citicorp with the Depositary, which will
then issue Depositary Receipts evidencing the Depositary Shares to the
Underwriters. Copies of the forms of Deposit Agreement and the Depositary
Receipt may be obtained from Citicorp upon request, and the following summary is
qualified in its entirety by reference thereto.
Pending the preparation of definitive engraved Depositary Receipts, the
Depositary may, upon the written order of Citicorp, issue temporary Depositary
Receipts substantially identical to (and entitling the holders thereof to all
the rights pertaining to) the definitive Depositary Receipts but not in
definitive form. Definitive Depositary Receipts will be prepared thereafter and
will be exchangeable for temporary Depositary Receipts at Citicorp's expense.
Dividends and Other Distributions
The Depositary will distribute all cash dividends and distributions and
other distributions received in respect of the Offered Preferred Stock to the
record holders of Depositary Shares 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 corporate trust office of
the Depositary (unless the related Depositary Shares have previously been called
for redemption), the holder of the Depositary Shares evidenced thereby is
entitled to delivery of the number of whole shares of the Offered 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
Offered Preferred Stock on the basis of one share of Offered Preferred Stock for
each ten Depositary Shares, but
S-5
<PAGE>
holders of such whole shares of Offered 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 Offered 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 the Offered Preferred Stock represented by the
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 Offered Preferred Stock held by the Depositary. The redemption price per
Depositary Share will be equal to one-tenth of the redemption price per share
payable with respect to the Offered Preferred Stock. Whenever Citicorp redeems
shares of Offered Preferred Stock held by the Depositary, the Depositary will
redeem as of the same redemption date the number of Depositary Shares
representing shares of Offered 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.
Voting the Offered Preferred Stock
Upon receipt of notice of any meeting at which holders of the Offered
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 Offered Preferred Stock. Each record holder of such
Depositary Shares on the record date (which will be the same date as the record
date of the Offered Preferred Stock) will be entitled to instruct the Depositary
as to the exercise of the voting rights pertaining to the amount of Offered
Preferred Stock represented by such holder's Depositary Shares. The Depositary
will endeavor, insofar as practicable, to vote the amount of Offered 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 Offered Preferred Stock to the
extent it does not receive specific instructions from the holders of Depositary
Shares representing Offered 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 Shares 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) 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 Offered 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) upon consent of
holders of Depositary Receipts representing not less than two-thirds of the
Depositary Shares then outstanding.
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
Offered Preferred Stock and any redemption of the Offered Preferred Stock.
Holders of Depositary Receipts will pay 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 Offered
Preferred Stock evidenced thereby until all such taxes and charges with respect
to such Depositary Receipt or such Offered Preferred Stock are paid by the
holder thereof.
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 Offered Preferred Stock.
Neither the Depositary nor Citicorp will be liable if it is prevented or
delayed by law or any circumstances beyond its control in performing its
obligations under the Deposit Agreement. The obligations of Citicorp and the
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<PAGE>
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 Offered 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 Offered Preferred
Stock for deposit, holders of Depositary Shares or other persons believed to be
competent and on documents believed to be genuine.
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 to take effect upon the appointment of a successor
Depositary, which successor Depositary must be appointed within 60 days after
delivery of the notice of resignation or removal and must be a bank or trust
company having its principal office in the United States and having a combined
capital and surplus of at least $50,000,000.
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement"), Citicorp has agreed to sell to each of the
Underwriters named below, and each of the Underwriters, for whom Smith Barney
Inc., Dean Witter Reynolds Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, PaineWebber Incorporated and Prudential Securities Incorporated
are acting as representatives (the "Representatives"), has severally agreed to
purchase the number of Depositary Shares, each representing a one-tenth interest
in a share of Offered Preferred Stock, set forth opposite its name below. In the
Underwriting Agreement, the several Underwriters have agreed, subject to the
terms and conditions set forth therein, to purchase all the Depositary Shares
offered hereby if any of the Depositary Shares are purchased. In the event of
default by an Underwriter, the Underwriting Agreement provides that, in certain
circumstances, the purchase commitments of the nondefaulting Underwriters may be
increased or the Underwriting Agreement may be terminated.
Number of
Depositary
Underwriter Shares
----------- ----------
Smith Barney Inc. ....................................... 627,000
Dean Witter Reynolds Inc. ............................... 627,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated ................................ 627,000
PaineWebber Incorporated ................................ 627,000
Prudential Securities Incorporated ...................... 627,000
Bear, Stearns & Co. Inc. ................................ 250,000
Goldman, Sachs & Co. .................................... 250,000
Lehman Brothers Inc. .................................... 250,000
Morgan Stanley & Co. Incorporated ....................... 250,000
Alex. Brown & Sons Incorporated ......................... 75,000
Dillon, Read & Co. Inc. ................................. 75,000
Oppenheimer & Co., Inc. ................................. 75,000
Advest, Inc. ............................................ 40,000
J.C. Bradford & Co. ..................................... 40,000
Cowen & Company ......................................... 40,000
Craigie Incorporated .................................... 40,000
Dain Bosworth Incorporated .............................. 40,000
Furman Selz Incorporated ................................ 40,000
Janney Montgomery Scott Inc. ............................ 40,000
Legg Mason Wood Walker, Incorporated .................... 40,000
McDonald & Company Securities, Inc. ..................... 40,000
McGinn, Smith & Co., Inc. ............................... 40,000
Morgan Keegan & Company, Inc. ........................... 40,000
Piper Jaffray Inc. ...................................... 40,000
Rauscher Pierce Refsnes, Inc. ........................... 40,000
The Robinson-Humphrey Company, Inc. ..................... 40,000
Sterne, Agee & Leach, Inc. .............................. 40,000
Wheat, First Securities, Inc. ........................... 40,000
---------
Total ................................................. 5,000,000
=========
The Representatives of the Underwriters have advised Citicorp that they
propose initially to offer the Depositary Shares to the public at the public
offering price set forth on the cover page of this Prospectus Supplement, and to
certain dealers at such price less a concession not in excess of $.50 per
Depositary Share; provided, however, that such concession shall not exceed $.30
per Depositary Share for sales of 40,000 or more Depository Shares to any single
purchaser. The Underwriters may allow, and such dealers may reallow, a discount
not in excess of $.25 per Depositary Share to certain other dealers. After the
initial public offering of the Depositary Shares, the public offering price,
concession and discount may be changed.
Application will be made to list the Depositary Shares on the New York
Stock Exchange. Trading of the Depositary Shares on the New York Stock Exchange
is expected to commence within a 30-day period after the initial delivery of the
Depositary Shares. The Representatives have advised Citicorp that they intend to
make a market in the Depositary Shares prior to the commencement of trading on
the New York Stock Exchange. The Representatives will have no obligation to make
a market in the Depositary Shares, however, and may cease market making
activities, if commenced, at any time.
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<PAGE>
Citicorp has agreed to indemnify the Underwriters against, or contribute to
payments that the Underwriters may be required to make in respect of, certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
Any Underwriter may engage in transactions with and perform services for
Citicorp in the ordinary course of business.
LEGAL OPINIONS
The validity of the Offered Preferred Stock and the Depositary Shares will
be passed upon for Citicorp by Stephen E. Dietz, as an Associate General Counsel
of Citibank, N.A., and for the Underwriters by Sullivan & Cromwell, New York,
New York. Certain federal income tax matters will be passed upon for Citicorp by
E. Noel Harwerth, Esq., Chief Tax Officer of Citibank. Each of Mr. Dietz and Ms.
Harwerth owns or has the right to acquire a number of shares of Common Stock of
Citicorp equal to less than .01% of the outstanding Common Stock of Citicorp.
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<PAGE>
PROSPECTUS
CITICORP(R)
Preferred Stock and Depositary Shares and Warrants
to Purchase Preferred Stock and Depositary Shares
Common Stock and Warrants to Purchase Common Stock
Citicorp from time to time may offer in one or more series shares of its
preferred stock (the "Preferred Stock"), which may be represented by depositary
shares (the "Depositary Shares"), warrants to purchase Preferred Stock or
Depositary Shares (together, "Preferred Warrants"), shares of its common stock,
par value $1.00 per share (the "Common Stock") and warrants to purchase shares
of its Common Stock (the "Common Stock Warrants" which, together with the
Preferred Stock Warrants are herein referred to as the "Securities Warrants").
The Preferred Stock offered hereby may be denominated in any currency or
composite currency, including the European Currency Unit, as shall be designated
by Citicorp. The Preferred Stock, Depositary Shares, Common Stock and Securities
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 an accompanying supplement to this Prospectus
(a "Prospectus Supplement"). Pursuant to the terms of the Registration Statement
of which this Prospectus forms a part, Citicorp may also issue series of its
senior notes or subordinated notes (together, "Notes"), warrants to purchase
separately either of the foregoing, currency warrants and capital securities
under such Registration Statement.
The specific terms of each issuance of Securities offered pursuant to this
Prospectus will be set forth in the applicable Prospectus Supplement, which in
each case will identify the underwriter or underwriters or agent or agents for
the Securities being offered thereby and their compensation, the public offering
or purchase price and any specific terms in connection with the offer and sale
of such series of Securities.
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, if not the U.S. dollar,
in which dividends and liquidation preference will be denominated, voting
rights, if any, 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; (b) in the case of Securities Warrants,
the number offered, a description of the series of Securities for which each
Securities Warrant is exercisable, the exercise price and the duration; and (c)
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.
----------------
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 date of this Prospectus is May 12, 1995
<PAGE>
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 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 of Citicorp, or any 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 the Securities less such
commissions or discounts and other attributable issuance and distribution
expenses. Citicorp may also issue Securities to one or more persons in exchange
for outstanding securities of Citicorp acquired by such persons from third
parties in open market transactions or in privately negotiated transactions. The
newly issued Securities in such cases may be offered pursuant to this Prospectus
and the applicable Prospectus Supplement by such persons acting as principal for
their own accounts, at market prices prevailing at the time of sale, at prices
otherwise negotiated or at fixed prices. Unless otherwise indicated in the
applicable Prospectus Supplement, Citicorp will only receive outstanding
securities and will not receive cash proceeds in connection with such exchanges
or resales. 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 wholly owned 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
accompanied by a Prospectus Supplement. The delivery of this Prospectus together
with a Prospectus Supplement relating to particular Securities in any
jurisdiction shall not constitute an offer in that jurisdiction of any of the
other Securities covered by this Prospectus.
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<PAGE>
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; 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 Midwest 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 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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<PAGE>
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. As of March 31, 1995, Citicorp's national and state-chartered bank
subsidiaries could have declared dividends to their respective parent companies,
without regulatory approval, of approximately $4.8 billion. 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. Consistent with these
considerations, Citicorp estimates that as of March 31, 1995 its bank
subsidiaries could have declared approximately $3.7 billion of the available
$4.8 billion.
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 such policy, Citicorp may be required to commit resources to its
subsidiary banks in circumstances where it might not do so absent such policy.
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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<PAGE>
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.
If Securities are issued to one or more persons in exchange for outstanding
securities of Citicorp and are resold by such persons, the accompanying
Prospectus Supplement will set forth the number of shares or the principal
amount of such securities which Citicorp will receive in exchange therefor and,
in the case of debt securities, which will thereupon cease to be outstanding,
the residual cash payment, if any, which Citicorp may receive from such person
or such person may receive from Citicorp, as the case may be, the date from
which Citicorp will pay to such person dividends or interest, if any, accrued on
the securities to the closing date and an estimate of Citicorp's expenses in
respect of the offering of such Securities.
RATIOS OF INCOME TO FIXED CHARGES INCLUDING PREFERRED STOCK DIVIDENDS
For the fiscal years ended December 31, 1994, 1993, 1992, 1991 and 1990 and
for the three months ended March 31, 1995 and March 31, 1994, Citicorp's
consolidated ratios of income to fixed charges including preferred stock
dividends, computed as set forth below, were as follows:
<TABLE>
<CAPTION>
Three Months
Ended
March 31, Year ended December 31,
------------ ---------------------------------
1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Income to Fixed Charges Including Preferred
Stock Dividends:
Excluding Interest on Deposits ..................... 2.00 1.41 1.63 1.35 1.16 .92 1.05
Including Interest on Deposits ..................... 1.35 1.19 1.26 1.14 1.06 .97 1.02
</TABLE>
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 (loss) (before extraordinary item
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.
5
<PAGE>
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 resolutions providing for
the issue thereof adopted by the Board of Directors and the Stock Committee
thereof (the "Stock Committee"). Of such 50,000,000 shares of preferred stock,
21,471,337 shares have been issued and are outstanding (which number of shares
includes shares of preferred stock authorized for issuance by the Stock
Committee and outstanding as described in the following sentences) as of the
date hereof. Of such 50,000,000 shares of preferred stock, the Board of
Directors has authorized the issuance by the Stock Committee from time to time
of up to 20,000,000 shares of preferred stock in one or more series. Of such
20,000,000 shares of preferred stock authorized for issuance by the Stock
Committee, 11,850,000 shares have been issued and are outstanding as of the date
hereof.
Outstanding Preferred Stock
Citicorp has outstanding a series of preferred stock designated as
Adjustable Rate Preferred Stock, Second Series, with a liquidation preference of
$100 per share; a series of preferred stock designated as Adjustable Rate
Preferred Stock, Third Series, with a liquidation preference of $100 per share;
a series of preferred stock designated as Adjustable Rate Cumulative Preferred
Stock, Seventh Series, with a liquidation preference of $100 per share; two
series of preferred stock designated as Graduated Rate Cumulative Preferred
Stock, Series 8A and 8B, each with a liquidation preference of $100 per share; a
series of preferred stock designated as 9.12% Preferred Stock, Series 9, with a
liquidation preference of $25 per share; a series of convertible preferred stock
designated as Preferred Stock, Series 12, consisting of 5,900 shares with a
liquidation preference of $100,000 per share and which may be converted into
36,875,000 shares of Common Stock at a conversion price of $16 per share; a
series of convertible preferred stock designated as Preferred Stock, Series 13,
consisting of 6,600 shares with a liquidation preference of $100,000 per share
and which may be converted into 36,164,383 shares of Common Stock at a
conversion price of $18.25 per share; a series of preferred stock designated as
9.08% Preferred Stock, Series 14, with a liquidation preference of $250 per
share; a series of preferred stock designated as Conversion Preferred Stock,
Series 15, consisting of 6,408,334 shares, with a liquidation preference of $177
per share and which, unless redeemed earlier, will be exchanged for shares of
Common Stock on November 30, 1995 at an exchange rate initially equal to twelve
shares of Common Stock for each share of Conversion Preferred Stock, Series 15,
which exchange rate is subject to adjustment (2,500,000 shares of Conversion
Preferred Stock, Series 15 will be exchanged for approximately 13,154,360 shares
of Common Stock on June 12, 1995); a series of preferred stock designated as
8.00% Noncumulative Preferred Stock, Series 16, with a liquidation preference of
$250 per share; a series of preferred stock designated as 7 1/2% Noncumulative
Preferred Stock, Series 17, with a liquidation preference of $250 per share; a
series of preferred stock designated as Adjustable Rate Cumulative Preferred
Stock, Series 18, with a liquidation preference of $250 per share; a series of
preferred stock designated as Adjustable Rate Cumulative Preferred Stock, Series
19, with a liquidation preference of $250 per share; a series of preferred stock
designated as 8.30% Noncumulative Preferred Stock, Series 20, with a liquidation
preference of $250 per share; and a series of preferred stock designated as
8 1/2% Noncumulative Preferred Stock, Series 21, with a liquidation preference
of $250 per share.
General Terms
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
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<PAGE>
dividends will be cumulative or noncumulative, (3) whether or not the shares of
the series shall be redeemable 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.
In addition, as described under "Description of Depositary Shares" below,
Citicorp, at its option, may elect to offer 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, in lieu of offering full shares of such series
of Preferred Stock.
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 designations, preferences and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions thereof, as the Board of Directors or any duly authorized
committee thereof (including the Stock Committee) shall determine, all without
further action of the stockholders, including holders of the Preferred Stock.
Citibank will be the transfer agent, dividend disbursing agent and
registrar for the shares of the 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. 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, the form of
which has been filed as an exhibit to the Registration Statement of which this
Prospectus is a part, and by Citicorp's Restated Certificate of Incorporation,
as amended. The resolutions set forth in the Certificate of Designations will be
adopted by the Board of Directors or the Stock Committee prior to the issuance
of a series of Preferred Stock, and such Certificate of Designations will be
filed with the Secretary of State of the State of Delaware as soon thereafter as
reasonably practicable. In the event Citicorp elects to issue Depositary Shares,
each representing a fraction of a share of a particular series of Preferred
Stock, subject to the terms of the Deposit Agreement (as hereinafter defined),
each such Depositary Share will be entitled, in proportion to the applicable
fraction of a share of Preferred Stock represented by such Depositary Share, to
all the rights and preferences of the Preferred Stock represented thereby
(including dividends, voting, redemption and liquidation rights). See
"Description of Depositary Shares."
Dividends
Holders of shares of the 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 the Cumulative Preferred Stock will be
cumulative from the date of original issue of such series and will be
7
<PAGE>
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 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 such 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 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). 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, for any period of less
than one month (other than the initial period), the actual number of days
elapsed in such period.
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 of Citicorp, 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
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<PAGE>
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, at any time or from time to time on not less
than 30 and not more than 60 days' notice, redeem one or more 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.
If less than all outstanding shares of a series of Preferred Stock are to
be redeemed, the selection of the shares to be redeemed shall be determined 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, together with 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),
dividends shall cease to accrue on the shares of such series of Preferred Stock
called for redemption, such shares shall no longer be deemed to be outstanding
and all rights of the holders thereof (except the right to receive the
redemption price) shall 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 members of such class, as outlined above, to elect two
directors at the next annual meeting of stockholders.
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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 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 of the Preferred Stock
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
The Prospectus Supplement for any series of Preferred Shares will state
whether shares in that series are convertible into Common Stock. See
"Description of Common Stock," below. Unless otherwise provided in the
applicable Prospectus Supplement, if a series of Preferred Stock is convertible
into shares of Common Stock ("Convertible Preferred Stock"), holders of such
Convertible Preferred Stock will have the right, as provided in the related
Prospectus Supplement, to convert any of such Convertible Preferred Stock,
initially at the conversion rate set forth in such Prospectus Supplement,
provided that if such series of Convertible Preferred Stock is called for
redemption, the conversion rights pertaining thereto will terminate at the close
of business on the date fixed for redemption. No fractional share or scrip
representing a fractional share will be issued upon conversion of the
Convertible Preferred Stock, but if such conversion results in a fraction, an
equivalent amount will be paid in cash by Citicorp, based on the Closing Price,
as defined in the Certificate of Designations for such series of Convertible
Preferred Stock, of Citicorp's Common Stock on the business day immediately
preceding the day on which the Convertible Preferred Stock is converted. No
payment or adjustment shall be made upon conversion of the Convertible Preferred
Stock in respect of dividends accrued and unpaid to the date of conversion or in
respect of any dividends on the Common Stock issued upon such conversion.
The conversion price for a series of Convertible Preferred Stock that is
convertible into Common Stock is subject to adjustment upon the occurrence of
certain events under formulas that will be set forth in the Certificate of
Designations that relates to such series of Convertible Preferred Stock and
described in the related Prospectus Supplement.
If at any time Citicorp makes a distribution of property to its
shareholders that would be taxable to such shareholders as a dividend for
federal income tax purposes (for example, distributions of evidences of
indebtedness or assets of Citicorp, but generally not stock dividends or rights
to subscribe to capital stock) and, pursuant to the antidilution provisions
described in the related Prospectus Supplement, the conversion price of a series
of Convertible Preferred Stock is decreased, such decrease may be deemed to be
the receipt of taxable income by holders of such Convertible Preferred Stock.
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DESCRIPTION OF DEPOSITARY SHARES
General
Citicorp may, at its option, elect to offer fractional shares of Preferred
Stock, rather than full shares of Preferred Stock. In the event such option is
exercised, Citicorp will issue to the public 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, a bank or trust company selected by Citicorp having its
principal office in the United States and having a combined capital and surplus
of at least $50,000,000 (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 such Depositary Share, to
all the rights and preferences of the Preferred Stock represented thereby
(including dividend, voting, redemption and liquidation rights).
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.
Pending the preparation of definitive engraved Depositary Receipts, the
Depositary may, upon the written order of Citicorp, issue temporary Depositary
Receipts substantially identical to (and entitling the holders thereof to all
the rights pertaining to) the definitive Depositary Receipts but not in
definitive form. Definitive Depositary Receipts will be prepared thereafter
without unreasonable delay, and temporary Depositary Receipts will be
exchangeable for definitive Depositary Receipts at Citicorp's expense.
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 corporate trust office of
the Depositary (unless the related Depositary Shares have previously been called
for redemption), the holder of the Depositary Shares evidenced thereby is
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 redemp-
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tion 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 Preferred Stock underlying Depositary Shares
that is convertible into Common Stock, a holder of Depositary Receipts may
participate in the conversion 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 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. No fractional shares
of Common Stock will be issued upon conversion, and if such conversion would
result in a fractional share being issued, an amount will be paid in cash by
Citicorp equal to the value of the fractional interest based upon the closing
price, as defined in the applicable Certificate of Designations with respect to
such series of Preferred Stock, of Citicorp's Common Stock on the last business
day prior to the date of conversion.
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 amount 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 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)
upon the consent of holders of Depositary Receipts representing not less than
two-thirds of the Depositary Shares outstanding.
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 pay 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.
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.
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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.
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, which successor Depositary must be
appointed within 60 days after delivery of the notice or resignation or removal
and must be a bank or trust company having its principal office in the United
States and having a combined capital and surplus of at least $50,000,000.
DESCRIPTION OF COMMON STOCK
Citicorp has 800,000,000 authorized shares of Common Stock, par value $1.00
per share, approximately 397,467,929 shares of which were outstanding at March
31, 1995. In addition, Citicorp is authorized by its Restated Certificate of
Incorporation, as amended, 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. No shares
of Class B Common Stock are currently outstanding. 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 (normally shares of Common Stock and Class B Common Stock, if
any), 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, present in person or represented by proxy,
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 the majority of shares present in person or represented by
proxy at the meeting and entitled to vote on the subject matter. Stockholder
action (including the election of directors) may be taken without a meeting by
the written consent of the holders of not less than a majority (or such greater
percentage required by law) of the stock entitled to vote.
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). Agreements relating to
mergers and certain other extraordinary corporate actions also must be adopted
by the holders of a majority of the outstanding voting shares.
Holders of the shares of Common Stock have, and holders of shares of Class
B Common Stock, when and if issued, will have noncumulative voting rights, which
means that the holders of more than 50% of the shares voting for the election of
directors can elect 100% of the directors if they choose to do so, and, in such
event, the holders of the remaining less than 50% of the shares voting for the
election of directors will not be able to elect any person or persons to the
Board of Directors.
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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 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 applicable thereto 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 the registrar for the Common Stock is Citibank and
the co-transfer agents and co-registrants for the Common Stock are The First
National Bank of Chicago, First Interstate Bank of California and Montreal Trust
Company.
DESCRIPTION OF SECURITIES WARRANTS
Citicorp may issue, together with any series of Securities offered or
separately, Securities Warrants for the purchase of Preferred Stock, Depositary
Shares or Common Stock. The Securities Warrants are to be issued under
Securities Warrant Agreements (each a "Securities Warrant Agreement") to be
entered into between Citicorp and a bank or trust company, as Securities Warrant
Agent (the "Securities Warrant Agent"), all as set forth in the applicable
Prospectus Supplement relating to the particular issue of Securities Warrants. A
copy of each form of Securities Warrant Agreement (for Preferred Stock,
Depositary Shares and Common Stock), including the related form of Securities
Warrant Certificate representing the Securities Warrants (the "Securities
Warrant Certificates"), reflecting the alternative provisions to be included in
the Securities Warrant Agreements that will be entered into with respect to
particular offerings of Securities Warrants, is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part. The following
summaries of certain provisions of the Securities Warrant Agreements and the
Securities Warrant Certificates do not purport to be complete and are subject
to, and are qualified in their entirety by reference to, all provisions of the
applicable Securities Warrant Agreement and Securities Warrant Certificate,
respectively, including the definitions therein of certain terms.
General
In the case of a series of Securities Warrants for the purchase of
Preferred Stock, Depositary Shares or Common Stock, the applicable Prospectus
Supplement will describe the terms of such Securities Warrants, the Securities
Warrant Agreement relating to such Securities Warrants and the Securities
Warrant Certificates including the following, if applicable: (i) the offering
price; (ii) the aggregate number of shares purchasable upon exercise of such
Securities Warrants and, in the case of Securities Warrants for Preferred Stock
or Depositary Shares, the designation and terms of the series of Preferred Stock
purchasable upon exercise of such Securities Warrants; (iii) the designation and
terms of the series of Preferred Stock or Depositary Shares with which such
Securities Warrants are being offered and the number of such Securities Warrants
being offered with each series of Preferred Stock or Depositary Shares; (iv) the
date on and after which such Securities Warrants and the related series of
Preferred Stock, Depositary Shares or shares of Common Stock will be
transferable separately; (v) the number of shares of Preferred Stock, Depositary
Shares or shares of Common Stock purchasable upon exercise of each such
Securities Warrant and the price at which such number of shares of Preferred
Stock or Depositary Shares of such series or Common Stock may be purchased upon
such exercise; (vi) the date on which the right to exercise such Securities
Warrants shall commence and the date on which such right shall expire (each, an
"Expiration Date"); (vii) U.S. Federal income tax consequences; and (viii) any
other terms of such Securities Warrants. Securities Warrants for the purchase of
Preferred Stock, Depositary Shares or Common Stock will be in registered form
only.
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Exercise of Securities Warrants
Each Securities Warrant will entitle the holder thereof to purchase such
number of shares of Preferred Stock, Depositary Shares or Common Stock, as the
case may be, at such exercise price as shall in each case be set forth in, or
calculable from, the Prospectus Supplement relating to the Securities and
Securities Warrants offered thereby. After the close of business on the
Expiration Date (or such later date to which such Expiration Date may be
extended by Citicorp), unexercised Securities Warrants will become void.
Securities Warrants may be exercised by delivering to the Securities
Warrant Agent payment as provided in the applicable Prospectus Supplement of the
amount required to purchase the Preferred Stock, Depositary Shares or Common
Stock, as the case may be, purchasable upon such exercise together with certain
information set forth on the reverse side of the Securities Warrant Certificate.
Securities Warrants will be deemed to have been exercised upon receipt of
payment of the exercise price, subject to the receipt, within five business
days, of the Securities Warrant Certificate evidencing such Securities Warrants.
Upon receipt of such payment and the Securities Warrant Certificate properly
completed and duly executed at the corporate trust office of the Securities
Warrant Agent or any other office indicated in the applicable Prospectus
Supplement, Citicorp will, as soon as practicable, issue and deliver the
Preferred Stock, Depositary Shares or Common Stock, as the case may be,
purchasable upon such exercise. If fewer than all of the Securities Warrants
represented by such Securities Warrant Certificate are exercised, a new
Securities Warrant Certificate will be issued for the remaining amount of
Securities Warrants.
Amendments and Supplements to Securities Warrant Agreements
The Securities Warrant Agreements may be amended or supplemented without
the consent of the holders of the Securities Warrants issued thereunder to
effect changes that are not inconsistent with the provisions of the Securities
Warrants and that do not adversely affect the interests of the holders of the
Securities Warrants.
Common Stock Warrant Adjustments
The exercise price of and the number of shares of Common Stock covered by a
Common Stock Warrant are subject to adjustment upon the occurrence of certain
events under formulas that will be set forth in the Common Stock Warrant
Agreement and described in the related Prospectus Supplement.
UNITED STATES TAXATION
The following is a summary of the principal United States federal income
tax consequences applicable to holders of the Preferred Stock and Common Stock,
and is included herein in reliance upon the opinion of E. Noel Harwerth, Esq.,
Chief Tax Officer of Citibank ("Tax Counsel"). This discussion is based on the
Internal Revenue Code of 1986, as amended (the "Code"), regulations of the
Treasury Department, administrative rulings and pronouncements of the Internal
Revenue Service (the "IRS") and judicial decisions, all as of the date hereof.
All of the foregoing are subject to change and any such change may be
retroactively applied. Purchasers should note that certain recent amendments to
the Code have not yet been subject to definitive interpretation by the IRS or
the courts.
This discussion does not purport to address all of the federal income tax
consequences that may be applicable to particular categories of investors.
PURCHASERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO ANY FEDERAL, STATE,
LOCAL, FOREIGN OR OTHER TAX CONSIDERATIONS RELEVANT TO THEM.
Depositary Shares
Holders of the Depositary Shares will be treated for federal income tax
purposes as owners of the shares of Preferred Stock represented by the
Depositary Shares. Accordingly, the tax treatment of the owners of the
Depositary Shares will be the same as the tax treatment of the owners of the
Preferred Stock as described below. Thus, upon the withdrawal of shares of
Preferred Stock in exchange for Depositary Shares as provided in the Deposit
Agreement, (i) no gain or loss will be realized by an exchanging holder, (ii)
the tax basis of each share of Preferred Stock to an exchanging holder will be
the same as the aggregate tax basis of the Depositary Shares exchanged therefor,
and (iii) the holding period for shares of Preferred Stock in the hands of an
exchanging holder will include the period during which such holder held
Depositary Shares exchanged therefor.
Hereinafter, references in this summary to holders of the Preferred Stock
will mean both holders of shares of Preferred Stock and holders of Depositary
Shares representing shares of Preferred Stock.
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Dividends and Dividends Received Deduction
Citicorp intends to treat the Preferred Stock and Common Stock as stock of
Citicorp for federal income tax purposes and distributions with respect thereto
as dividends for federal income tax purposes to the extent of the current or
accumulated earnings and profits of Citicorp. Accordingly, a shareholder that is
a corporation otherwise entitled to the dividends received deduction should be
entitled to that deduction with respect to dividends received on the Preferred
Stock and Common Stock.
In determining the entitlement to the dividends received deduction,
corporate holders should consider, as may be more fully set forth in the
Prospectus Supplement, the holding period and other requirements of Section
246(c) of the Code (under which the dividends received deduction is disallowed
in its entirety if a minimum holding period requirement is not satisfied), the
"debt-financed portfolio stock" rules of Section 246A of the Code (under which
the dividends received deduction could be reduced to the extent that a holder
incurs indebtedness directly attributable to its investment in the Preferred
Stock or Common Stock), Code Section 1059 and Treasury regulations promulgated
under, and IRS rulings and administrative pronouncements relating to, such Code
provisions.
Redemption Premium
Under Section 305 of the Code and Treasury regulations thereunder, if the
redemption price of redeemable Preferred Stock exceeds its issue price, the
entire amount of such excess may in certain circumstances constitute an
unreasonable redemption premium which will be treated as a constructive dividend
taken into account by the holder each year, generally in the same manner as
original issue discount would be taken into account were the preferred stock
treated as a debt instrument for federal income tax purposes. Any such
constructive dividends would be subject to the same rules applicable to the
stated quarterly dividends, as described in the discussion of "Dividends and
Dividends Received Deduction" above. Such constructive dividends would also be
taken into account for purposes of applying the extraordinary dividend rules of
Code Section 1059 and the amount or period over which such constructive
dividends are taken into account could in certain circumstances cause some or
all of the stated quarterly dividends to be treated as extraordinary dividends.
The applicable Prospectus Supplement or Prospectus Supplements for Preferred
Stock that is redeemable at a price in excess of its issue price will indicate
whether Tax Counsel believes that the holder of such Preferred Stock should
include in income any redemption premium under Code Section 305.
Backup Withholding
Under Section 3406 of the Code and the Treasury regulations thereunder, a
holder of Preferred Stock or Common Stock who is not otherwise exempt from
backup withholding may be subject to backup withholding at the rate of 31
percent with respect to dividends paid on, or the proceeds of a sale, exchange
or redemption of, the Preferred Stock or Common Stock, as the case may be.
Backup withholding will apply unless the holder provides a certification as
required by Code Section 3406 and the Treasury regulations thereunder or
otherwise provides an acceptable basis for exemption from backup withholding.
Special Tax Rules Applicable to Foreign Holders
Dividends
Dividends that are paid to a Foreign Holder (as defined below) that are not
effectively connected with a trade or business carried on by such Foreign Holder
in the United States are generally subject to a 30 percent United States
withholding tax. Such rate of withholding may be reduced to the extent provided
by a tax treaty to which the United States is a party if the recipient of the
dividends is entitled to the benefits of the treaty.
In general, a "Foreign Holder" is any person other than (a) a citizen or
resident of the United States, (b) a domestic corporation or partnership or (c)
an estate or trust the income of which is subject to United States federal
income taxation regardless of its source.
Dividends that are effectively connected with a trade or business carried
on in the United States by a Foreign Holder will be subject to tax at the same
rates of tax applicable to domestic corporations or citizens and residents of
the United States, as the case may be. The determination of whether a person is
engaged in a United States trade or business and whether the dividends or gains
realized in connection with the Preferred Stock or Common Stock are effectively
connected with that trade or business will depend upon the specific facts and
circumstances of each Foreign Holder. In the case of a Foreign Holder that is a
corporation, such effectively connected income may be subject to the
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branch profits tax, which is generally imposed on foreign corporations upon the
repatriation from the United States of effectively connected earnings and
profits unless an applicable tax treaty eliminates or reduces the rate of such
tax.
Disposition of Preferred Stock or Common Stock
Subject to the discussion below under "Backup Withholding and Information
Reporting," a Foreign Holder generally will not be subject to United States tax
on gains realized from the sale or exchange of Preferred Stock or Common Stock
unless (i) such gain is effectively connected with the conduct of a trade or
business carried on in the United States, or (ii) the Foreign Holder is a
non-resident alien individual present in the United States for a period or
periods aggregating 183 days or more during the taxable year of such disposition
and either the Foreign Holder has a "tax home" in the United States or the gain
is attributable to an office or other fixed place of business maintained by the
Foreign Holder in the United States (in which case, a 30 percent United States
tax is imposed on the amount by which such person's gains derived from United
States sources, from the sale or exchange at any time during such taxable year
of capital assets, exceed such person's losses allocable to United States
sources, from the sale or exchange at any time during such taxable year of
capital assets).
Backup Withholding and Information Reporting
Payments of dividends to Foreign Holders are generally subject to
information reporting and possibly to a United States backup withholding tax
(which generally is a withholding tax that is imposed at the rate of 31 percent
on certain payments to persons who fail to furnish the information required
under the Code and Treasury regulations thereunder). Backup withholding
generally will not apply to dividends paid on Preferred Stock or Common Stock to
Foreign Holders at an address outside the United States.
The payments of the proceeds from a disposition of shares of Preferred
Stock or Common Stock to or through the United States office of a broker will be
subject to information reporting and backup withholding unless the holder or
beneficial owner certifies as to its non-United States status or otherwise
establishes an exemption from backup withholding. The payment of the proceeds
from the disposition of Preferred Stock or Common Stock to or through a
non-United States office of a broker will not be subject to information
reporting or backup withholding, except that if the broker is a United States
person, a controlled foreign corporation for United States tax purposes or a
foreign person 50 percent or more of whose gross income was effectively
connected with the conduct of a trade or business within the United States for a
specified three-year period, information reporting will apply to such payments
unless such broker has documentary evidence in its files of the owner's
non-United States status and has no actual knowledge to the contrary, or the
owner otherwise establishes an exemption.
PLAN OF DISTRIBUTION
Offers to purchase Securities are being considered by Citicorp on a
continuing basis. Citicorp may offer and sell the Securities 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
may be 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
with whom Citicorp has entered into arrangements with respect to the sale of
such Securities, the public offering or purchase price of such Securities, 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, if any, any commissions allowed or paid to agents,
the initial public offering price and the securities exchanges, if any, on which
such Securities will be listed. Citicorp may also issue Securities to one or
more persons in exchange for outstanding securities of Citicorp acquired by such
persons in privately negotiated transactions or from third parties in open
market transactions. The newly issued Securities in such cases may be offered
pursuant to this Prospectus and the applicable Prospectus Supplement by such
persons, acting as principal for their own accounts, at market prices prevailing
at the time of sale, at prices otherwise negotiated or at fixed prices. Unless
otherwise indicated in the applicable Prospectus Supplement, Citicorp will only
receive outstanding securities and will not receive cash proceeds in connection
with such exchanges or resales. Dealer trading may take place in certain of the
Securities, including Securities not listed on any securities exchange.
If any exchange of Securities is made hereby for outstanding securities of
Citicorp and an offering of such Securities is subsequently made by the holders
thereof, Citicorp will comply with all applicable provisions of the Commis-
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sion's rules, particularly Rule 13e-4 and Rule 14e-1 (or any successor rule or
rules), that relate to such transaction and will afford holders of such
outstanding securities all rights and will make all filings required by such
rules.
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. The underwriter or underwriters with respect
to an underwritten offering of the Securities will be named in the Prospectus
Supplement relating to such offering and, if an underwriting syndicate is used,
the managing underwriter or underwriters will be set forth on the cover page of
such Prospectus Supplement. Unless otherwise indicated in the applicable
Prospectus Supplement, the obligations of the underwriters to purchase the
Securities will be subject to certain conditions precedent and each of the
underwriters with respect to a sale of Securities will be obligated to purchase
all of its Securities if any are purchased. Any initial public offering price
and any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
Securities may be offered and sold by Citicorp directly or through agents
designated by Citicorp from time to time, which agents may be affiliates of
Citicorp. Any agent involved in the offer and sale of the Securities in respect
of which this Prospectus is being delivered will be named, and any commissions
payable by Citicorp to such agent will be set forth in or be calculable from,
the applicable Prospectus Supplement. Unless otherwise indicated in the
applicable Prospectus Supplement, any such agent will be acting on a reasonable
efforts basis for the period of its appointment (ordinarily five business days
or less).
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.
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 from Citicorp
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 wholly owned 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.
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 of the Securities 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.
See "Underwriting" in the accompanying Prospectus Supplement for further
information regarding the distribution of the Securities offered hereby.
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, N.A., and for the
Underwriters by Sullivan & Cromwell, New York, New York. Certain federal income
tax matters will be passed upon for Citicorp by E. Noel Harwerth, Esq., Chief
Tax Officer of Citibank. Each of Mr. Dietz and Ms. Harwerth 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.
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EXPERTS
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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No dealer, salesperson or other individual has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus Supplement or the Prospectus in
connection with the offering covered by this Prospectus Supplement and the
Prospectus. If given or made, such information or representations must not be
relied upon as having been authorized by Citicorp or the Underwriters. Neither
the delivery of this Prospectus Supplement and the Prospectus nor any sale made
hereunder and thereunder shall, under any circumstances, create an implication
that there has been no change in the facts set forth in this Prospectus
Supplement and the Prospectus or in the affairs of Citicorp since the date
hereof. This Prospectus Supplement and the Prospectus do not constitute an offer
to sell, or solicitation of an offer to buy, the Offered Preferred Stock or the
Depositary Shares in any jurisdiction where, or to any person to whom, it is
unlawful to make such offer or solicitation.
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TABLE OF CONTENTS
Page
----
Prospectus Supplement
Citicorp ................................................................. S-3
Summary Financial Data ................................................... S-3
Description of Offered Preferred Stock ................................... S-4
Description of Depositary Shares ......................................... S-5
Underwriting ............................................................. S-7
Legal Opinions ........................................................... S-8
Prospectus
Available Information ..................................................... 3
Incorporation of Certain Documents
by Reference ............................................................ 3
Citicorp .................................................................. 4
Use of Proceeds ........................................................... 5
Ratios of Income to Fixed Charges
Including Preferred Stock Dividends ..................................... 5
Description of Preferred Stock ............................................ 6
Description of Depositary Shares .......................................... 11
Description of Common Stock ............................................... 13
Description of Securities Warrants ........................................ 14
United States Taxation .................................................... 15
Plan of Distribution ...................................................... 17
Validity of Securities .................................................... 18
Experts ................................................................... 19
5,000,000 Depositary Shares
CITICORP(R)
Each Representing a
One-Tenth Interest in a Share of
7 3/4% Cumulative Preferred Stock,
Series 22
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PROSPECTUS SUPPLEMENT
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Smith Barney Inc.
Dean Witter Reynolds Inc.
Merrill Lynch & Co.
PaineWebber Incorporated
Prudential Securities Incorporated
May 12, 1995
