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 27, 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: 2.54% Yen Senior Notes Due March 5, 2001
(the "Yen Notes").
Aggregate
Principal Amount: (Y)6,000,000,000.
Specified Currency: Japanese Yen.
Issue Date: March 5, 1996
Stated Maturity Date: March 5, 2001.
Interest Rate: 2.54% per annum.
Interest Payment Dates: Annually, on the 5th day of each March,
commencing March 5, 1997, and at Stated
Maturity; provided that if an Interest
Payment Date is not a Business Day in New
York, New York and Tokyo, Japan, then
payment of interest will not be made on such
date, but will be made on the next
succeeding day which is a Business Day in
New York, New York and Tokyo, Japan with the
same force and effect as if made on the
Interest Payment Date and no interest shall
accrue on the amount so payable for the
period from and after such Interest Payment
Date until such next succeeding day.
Regular Record Dates: The fifteenth day prior to each related
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.
Minimum denominations for the Yen Notes will
be (Y)10,000,000 or any integral multiple
of(Y)1,000,000 in excess 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
minimum denominations of(Y)10,000,000 and
any integral multiple of (Y)1,000,000 in
excess thereof. See "DESCRIPTION OF NOTES--
Form and Denominations" in the Prospectus
Supplement.
Redemption: The Yen Notes may not be redeemed at the
option of Citicorp prior to their Stated
Maturity, except as set forth under the
heading "DESCRIPTION OF NOTES -- Redemption
and Sinking Funds" in the accompanying
Prospectus Supplement.
The Yen Notes are not subject to redemption
at the option of the Holder thereof.
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Sinking Fund: The Yen Notes are not subject to any sinking
fund.
Clearance Information: The Yen Notes have been accepted for
clearance through Euroclear and Cedel.
Exchange Listing: The Yen Notes will not be listed on the
Luxembourg Stock Exchange.
Selling Agent: Goldman Sachs International plc.
Commission: .045%.
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 27, 1995, the bid
quotation from Citibank, N.A., Tokyo branch was 106.685 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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