Filed pursuant to
Rule 424(b)(5)
Registration No. 33-59791
CITICORP
U.S. $7,000,000,000
Global Medium-Term Senior Notes, Series D
U.S. $1,000,000,000
Global Medium-Term Subordinated Notes, Series D
Due From 9 Months to 60 Years From Date of Issue
Pricing Supplement, dated February 13, 1996 (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 Base Prospectus and Prospectus Supplement. Capitalized
terms not defined herein shall have the meanings assigned to such terms in the
accompanying Base Prospectus and Prospectus Supplement.
SUMMARY OF TERMS:
Title of Notes: 2.55% Yen Senior Notes Due February 28, 2001
(the "Yen Notes").
Aggregate
Principal Amount: (Y)1,000,000,000.
Specified Currency: Japanese Yen.
Issue Date: February 28, 1996
Stated Maturity Date: February 28, 2001.
Interest Rate: 2.55% per annum.
Interest Payment Dates: Annually, on the 28th of each February, commencing
February 28, 1997, and at Stated Maturity;
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 until such next
succeeding day.
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. Minimun denominations for the Yen Notes
will be (Y)10,000,000 or any integral mulitple
of(Y)1,000,000 thereof. 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(Y)1,000,000. 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.
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Exchange Listing: The Yen Notes will not be listed on the Luxembourg
Stock Exchange.
Selling Agent: Citibank International plc.
Commission: .125%.
Price to Public: 100%.
In this Pricing Supplement references to "Yen" and "(Y)" are to
Japanese Yen. At approximately 8:00 a.m. Tokyo time on February 13, 1995, the
bid quotation from Citibank, N.A., Tokyo branch was 106.80 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 Base 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 agent in Tokyo. In addition to London and Luxembourg, Tokyo will
constitute a Place of Payment with respect to the Yen Notes.
The principal of and interest on the Yen Notes will be payable in Yen.
Payments will be made by Yen check or Yen bank draft on a bank (in the case of
payment to a nonresident of Japan, an authorized foreign exchange bank) in
Tokyo, Japan or by transfer in same day funds to a Yen account (in the case of
payment to a nonresident of Japan, to a nonresident account) maintained by the
payee with a bank in Tokyo, Japan, subject in each case to all applicable laws
and regulations.
SELLING RESTRICTIONS
The Yen Notes have not been and will not be registered under the
Securities and Exchange Law of Japan. The Selling Agent has represented and
agreed that it has not offered and sold and will not offer or sell, directly or
indirectly, any Yen Notes in Japan or to or for the benefit of any Japanese
person (which term as used herein means any person resident in Japan, including
any corporation or other entity organized under the laws of Japan) or to others
for reoffering or resale, directly or indirectly, in Japan or to or for the
benefit of any Japanese person prior to the date which is one day after the
issue date of the Yen Notes and that thereafter it will offer or sell the Yen
Notes in Japan or to or for the benefit of a Japanese person only under
circumstances which will result in compliance with applicable laws and
regulations of Japan.
The Selling Agent has represented and agreed that (i) it has not
offered or sold and, prior to the expiration of the period of six months from
the issue date for the Yen Notes, will not offer or sell any Yen Notes to
persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995; (ii) it has complied and will comply with all
applicable provisions of the Financial Services Act 1986 with respect to
anything done by it in relation to the Yen Notes in, from or otherwise involving
the United Kingdom; and (iii) it has only issued or passed on and will only
issue or pass on in the United Kingdom any document received by it in connection
with the issue of the Yen Notes to a person who is of a kind described in
Article 11(3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1995 or is a person to whom such document may otherwise
lawfully be issued or passed on.
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