Filed pursuant to
Rule 424(b)(2)
Registration No. 33-59791
CITICORP
U.S. $7,000,000,000
Global Medium-Term Senior Notes, Series D
U.S. $1,000,000,000
Global Medium-Term Subordinated Notes, Series D
Due From 9 Months to 60 Years From Date of Issue
Supplement, dated September 13, 1995 to the Pricing Supplement, dated
August 10, 1995 (the "Pricing Supplement") to Prospectus Supplement, dated
August 7, 1995 (the "Prospectus Supplement"); to Prospectus, dated August 7,
1995 (the "Base Prospectus" and collectively with the Pricing Supplement and the
Prospectus Supplement, the "Prospectus")
DESCRIPTION OF NOTES
The terms of the Yen Notes set forth in this Pricing Supplement supplement
and modify, to the extent applicable, the description of general terms and
provisions of Citicorp's Global Medium-Term Senior Notes, Series D set forth in
the accompanying Prospectus and Prospectus Supplement. Capitalized terms not
defined herein shall have the meanings assigned to such terms in the
accompanying Prospectus and Prospectus Supplement.
SUMMARY OF TERMS:
Title of Notes: 3.10% Yen Senior Notes Due March 11, 2003
(the "Yen Notes").
Aggregate
Principal Amount: (Y)2,000,000,000.
Specified Currency: Japanese Yen.
Issue Date: September 11, 1995.
Stated Maturity Date: March 11, 2003.
Interest Rate: 3.10% per annum.
Interest Payment Dates: Annually, on the 11th of each March, commencing
March 11, 1996, and at Stated Maturity, except
that the initial payment will be made on October
11, 1995; provided that if an Interest Payment
Date is not a Business Day in London, the United
Kingdom, New York, New York and Tokyo, Japan,
then payment of interest will not be made on such
date, but will be made on the next succeeding day
which is a Business Day in London, the United
Kingdom, New York, New York and Tokyo, Japan with
the same force and effect as if made on the
Interest Payment Date and no interest shall
accrue on the amount so payable for the period
from and after such Interest Payment Date.
Form and Denominations: The Yen Notes will initially be issued in the
form of one or more temporary global Notes, which
will be exchanged 45 days after the Settlement
Date, upon written certification as described in
this Pricing Supplement and in the Prospectus
Supplement, for one or more permanent global
Notes. Interests in the permanent global Notes
will thereafter be exchangeable at the option of
the beneficial owner, on the terms and conditions
described in this Pricing Supplement and in the
Prospectus Supplement, for definitive Notes in
bearer form in denominations of(Y)10,000,000 and
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any integral multiple of (Y)10,000,000 in excess
thereof. See "DESCRIPTION OF NOTES--Form and
Denominations" in the Prospectus Supplement.
Redemption: The Yen Notes may not be redeemed at the option of
Citicorp prior to their Stated Maturity, except as
set forth under the heading "DESCRIPTION OF NOTES
-- Redemption and Sinking Funds" in the
accompanying Prospectus Supplement.
The Yen Notes are not subject to redemption at the
option of the Holder thereof.
Sinking Fund: The Yen Notes are not subject to any sinking
fund.
Clearance Information: The Yen Notes have been accepted for clearance
through Euroclear and Cedel.
Exchange Listing: The Yen Notes will not be listed on the
Luxembourg Stock Exchange.
Selling Agent: Yamaichi International (Europe) Limited.
Commission: .200%.
Price to Public: 100.15%.
In this Pricing Supplement references to "Yen" and "(Y)" are to Japanese
Yen. At approximately 8:00 a.m. Tokyo time on August 8, 1995, the bid quotation
from Citibank, N.A., Tokyo branch was 91.25 Yen per United States dollar.
PAYMENT AND PAYING AGENTS
Generally, the principal of and interest on the Yen Notes will be payable
in the manner specified in the accompanying Prospectus under the heading
"DESCRIPTION OF NOTES -- Payment and Paying Agents" and the accompanying
Prospectus Supplement under the headings "DESCRIPTION OF NOTES -- Payment and
Paying Agents" and "SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES --
Payment".
In addition to Citibank, acting through its principal office in London,
England, and Citibank (Luxembourg) S.A., acting through its principal office in
Luxembourg, Citicorp has designated Citibank, acting through its main office in
Tokyo, Japan as Paying Agent for the Yen Notes outside the United States.
Citicorp will, as long as any Yen Notes remain outstanding, maintain a paying
agency in Tokyo. In addition to London and Luxembourg, Tokyo will constitute a
Place of Payment with respect to the Notes.
The principal of and interest on the Yen Notes will be payable in Yen.
Payments will be made by Yen check or Yen bank draft on a bank (in the case of
payment to a nonresident of Japan, an authorized foreign exchange bank) in
Tokyo, Japan or by transfer in same day funds to a Yen account (in the case of
payment to a nonresident of Japan, to a nonresident account) maintained by the
payee with a bank in Tokyo, Japan, subject in each case to all applicable laws
and regulations.
SELLING RESTRICTIONS
The Yen Notes have not been and will not be registered under the Securities
and Exchange Law of Japan. The Selling Agent has represented and agreed that it
has not offered and sold and will not offer or sell, directly or indirectly, any
Yen Notes in Japan or to or for the benefit of any Japanese person (which term
as used herein means any person resident in Japan, including any corporation or
other entity organized under the laws of Japan) or to others for reoffering or
resale, directly or indirectly, in Japan or to or for the benefit of any
Japanese person prior to the date which is one day after the issue date of the
Yen Notes and that thereafter it will offer or sell the Yen Notes in Japan or to
or for the benefit of a Japanese person only under circumstances which will
result in compliance with applicable laws and regulations of Japan.
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