As filed with the Securities and Exchange Commission on July 25, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Citicorp Delaware 13-2614988
Citicorp Capital III Delaware 51-6506265
Citicorp Capital IV Delaware 51-6506266
Citicorp Capital V Delaware 52-6839454
Citicorp Capital VI Delaware 52-6839455
Citicorp Capital VII Delaware 52-6839456
Citicorp Capital VIII Delaware 52-6839457
Citicorp Capital IX Delaware 52-6839458
(Exact name of issuer (State or other jurisdiction of (I.R.S. Employer
as specified in its incorporation or organization) Identification No.)
charter)
399 Park Avenue
New York, New York 10043
(212) 559-1000
(Address, including zip code, and telephone number, including
area code, of principal executive offices)
Stephen E. Dietz
Associate General Counsel
Citibank, N.A.
425 Park Avenue
New York, New York 10043
(212) 559-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
John T. Bostelman
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering.|_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier registration statement for the same offering.
|_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |X|
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to Proposed Proposed Amount of
to be registered be registered maximum maximum registration fee
offering aggregate offering
price per price
unit
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Notes of Citicorp (1) (2) (1)(4) N/A
Preferred stock, depositary shares of Citicorp (1) (2) (1)(4) N/A
Common stock of Citicorp(5) (1) (2) (1)(4) N/A
Warrants of Citicorp (1) (2) (1)(4) N/A
Capital securities of Citicorp Capital III (1) (2) (1) N/A
Capital securities of Citicorp Capital IV (1) (2) (1) N/A
Capital securities of Citicorp Capital V (1) (2) (1) N/A
Capital securities of Citicorp Capital VI (1) (2) (1) N/A
Capital securities of Citicorp Capital VII (1) (2) (1) N/A
Capital securities of Citicorp Capital VIII (1) (2) (1) N/A
Capital securities of Citicorp Capital IX (1) (2) (1) N/A
Guarantee obligations of Citicorp with
respect to the above-referenced capital securities (3) (3) (3) N/A
- ----------------------------------------------------------------------------------------------------------------------
Subtotal for all securities listed above $5,000,000,000 N/A $5,000,000,000 $1,515,151.52 (8)
- ----------------------------------------------------------------------------------------------------------------------
Common stock of Citicorp (5)(6) 12,000,000
shares (7) $1,009,558,336 $320,684.01(7) (8)
- ----------------------------------------------------------------------------------------------------------------------
Total N/A N/A $6,009,558,336 $1,835,835.53 (8)
======================================================================================================================
</TABLE>
(1) In no event will the aggregate initial offering price of the notes,
warrants, preferred stock, depositary shares and common stock of Citicorp
(other than common stock for which a registration fee is being separately
allocated below) and capital securities of the above-referenced trusts
(collectively, the "Trusts") issued under this Registration Statement
exceed $5,000,000,000, or the equivalent thereof in one or more foreign or
composite currencies, exclusive of accrued interest and dividends, if any.
In connection with the offering of capital securities, a like amount of
notes may be issued and sold by Citicorp to any of the Trusts, in which
event such notes may later be distributed for no additional consideration
to the holders of the capital securities of such Trust upon a dissolution
of such Trust and the distribution of the assets thereof.
(2) The proposed maximum offering price per unit will be determined from time
to time in connection with the issuance of the securities registered
hereunder.
(3) The securities registered include the rights of holders of the capital
securities under the Capital Securities Guarantees and certain back-up
obligations of Citicorp as set forth in the Amended and Restated
Declaration of Trust of each Trust and the Indenture, in each case as such
terms are defined and as further described in the Registration Statement.
The back-up obligations comprise the obligations of Citicorp to provide
certain indemnities in respect of, and pay and be responsible for certain
costs, expenses, debts and liabilities of, each Trust (other than with
respect to the capital securities). The Capital Securities Guarantees, when
taken together with Citicorp's obligations under the subordinated debt
securities issued to the Trusts, the Indenture and the Amended and Restated
Declarations of Trust, will provide a full and unconditional guarantee on a
subordinated basis by Citicorp of payments due on the capital securities.
No separation consideration will be received for any such obligations of
Citicorp.
(4) This Registration Statement also covers contracts which may be issued by
Citicorp under which the counterparty may be required to purchase notes,
warrants, preferred stock, depositary shares or common stock. Such
contracts would be issued with notes, preferred stock, depositary shares,
common stock or warrants. In addition, any securities registered hereunder
may be sold separately or as units with other securities registered
hereunder. This Registration Statement also covers such indeterminate
additional amount of securities as may be required to be issued upon
conversion, exercise or exchange of warrants or convertible or exchangeable
securities pursuant to the antidilution provisions thereof. No separate
consideration will be received for (i) notes, shares of common stock or
preferred stock or depositary shares that are issued upon conversion of
notes, preferred stock or depositary shares, or (ii) notes, shares of
common stock or preferred stock or depositary shares that are issued upon
exercise of warrants registered hereby.
(5) The aggregate amount of Common Stock registered hereunder is limited to
that which is permissible under Rule 415(a)(4) under the Securities Act of
1933.
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(6) Refers to shares of Common Stock that may be offered in transactions
permitted to be registered on Form S-3, including shares to be offered for
the account of persons other than Citicorp.
(7) For purposes of calculating the registration fee for that portion of the
Common Stock registered under this Registration Statement, the proposed
maximum offering price is $126.00 per share, which is based on the average
of the high and low prices reported on the New York Stock Exchange
consolidated tape on July 17, 1997, and for purposes of calculating the
registration fee for that portion of the Common Stock registered under
Registration Statement No. 33- 59791 filed on June 2, 1995, the proposed
maximum offering price was $52.00 per share, which was based on the average
of the high and low prices reported on the New York Stock Exchange
consolidated tape on May 30, 1995. Of the $320,684.01 registration fee
allocable to the Common Stock, $121,747.28 was previously paid under such
earlier Registration Statement.
(8) In accordance with Rule 429 under the Securities Act of 1933, the
Prospectuses included herein are combined prospectuses which also relate to
Citicorp's Registration Statement on Form S-3, File No. 333-20803 (the
"Prior Registration Statement"). This Registration Statement, which is a
new registration statement, also constitutes the first post-effective
amendment to the Prior Registration Statement. Such post-effective
amendment shall hereafter become effective concurrently with the
effectiveness of this Registration Statement in accordance with Section
8(a) of the Securities Act of 1933. The aggregate amount of securities
eligible to be sold and not previously sold under the Prior Registration
Statement ($353,067,114) shall be carried forward to this Registration
Statement. The registration fee paid in connection with the Prior
Registration Statement for those securities ($121,747.28) shall also be
carried forward to this Registration Statement. The balance of the
registration fee ($1,714,088.25) is being paid herewith.
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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EXPLANATORY NOTE
This Registration Statement contains four forms of prospectus: one to
be used in connection with the offering and sale of senior or subordinated
Notes (the "Note Prospectus"); one to be used in connection with the
offering and sale of such Notes that may be convertible into or
exchangeable for other securities registered hereby or securities of
another issuer or Warrants (consisting of the Note Prospectus with the
alternate cover pages and the additional pages included under the heading
"Alternate Pages for Convertible Debt/Warrants Prospectus" and, to the
extent applicable, the pages from the Stock Prospectus (as defined below)
including the sections "Ratios of Income to Fixed Charges Including
Preferred Stock Dividends," "Description of Common Stock," "Description of
Preferred Stock" and "Description of Depositary Shares"and omitting, if not
applicable, the section "Description of Notes" from the Note Prospectus);
one to be used in connection with the offering and sale of Preferred Stock,
Depositary Shares and Common Stock (the "Stock Prospectus"); and one
(including a base prospectus and form of prospectus supplement) to be used
in connection with the offering of Capital Securities and Subordinated Debt
Securities (as defined therein) and the related guarantee obligations of
Citicorp.
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PROSPECTUS
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Citicorp
Senior Notes
Subordinated Notes
This Prospectus may be used in connection with the offering of
Citicorp's unsecured debt securities, which may be either senior (the
"Senior Notes") or subordinated (the "Subordinated Notes" and, together
with the Senior Notes, the "Notes"). The Notes 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 one or more supplements to
this Prospectus (collectively, the "Prospectus Supplement"). Pursuant to
the terms of the Registration Statement of which this Prospectus forms a
part, Citicorp's preferred stock, common stock and other securities may
also be offered under the Registration Statement.
The Senior Notes will rank equally with all other unsecured and
unsubordinated indebtedness of Citicorp. The Subordinated Notes will be
subordinate to all existing and future Senior Indebtedness (as defined
herein). See "Description of Notes."
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 NOTES OFFERED HEREBY ARE NOT DEPOSITS OR SAVINGS ACCOUNTS BUT ARE
UNSECURED DEBT OBLIGATIONS OF CITICORP AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
The date of this Prospectus is July 22, 1997
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The specific terms of each series of Notes offered pursuant to this
Prospectus will be set forth in the applicable Prospectus Supplement, which
will identify any underwriters or agents for the Notes being offered
thereby and their compensation, and the public offering or purchase price.
With respect to each series of Notes, the related Prospectus
Supplement will set forth the aggregate principal amount offered, the rate
and time of payment of interest, if any, the authorized denominations, the
maturity, priority, premium, if any, any terms for redemption or conversion
at the option of Citicorp or the holder, the currency or composite
currency, if not the U.S. dollar, in which the Notes are denominated, and
any mandatory or optional sinking fund or analogous provisions.
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 Notes covered by such Prospectus Supplement.
The Notes 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 Notes, Citicorp reserves the sole right to accept and, together
with its agents, to reject in whole or in part any proposed purchase of
Notes. Affiliates of Citicorp may from time to time act as agents or
underwriters in connection with the sale of Notes to the extent permitted
by applicable law.
If any agent or underwriter is involved in the sale of Notes 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 such offered Notes less such
commissions or discounts and other attributable issuance and distribution
expenses. See "Plan of Distribution" for possible indemnification
arrangements for agents, underwriters and their controlling persons.
This Prospectus and related Prospectus Supplements may be used by
direct or indirect subsidiaries of Citicorp in connection with offers and
sales related to secondary market transactions in the Notes. 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 Notes unless a
Prospectus Supplement is also delivered. The delivery of this Prospectus
together with a Prospectus Supplement relating to particular Notes shall
not constitute an offer in any jurisdiction of any of the other Notes
covered by this Prospectus.
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.
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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, proxy statements and other information
with the Commission. Reports, proxy statements and other information
concerning Citicorp can be inspected and copied at prescribed rates at the
Commission's Public Reference Room, Judiciary Plaza, 450 Fifth Street,
Northwest, Washington, D.C. 20549, as well as the following Regional
Offices of the Commission: 7 World Trade Center, New York, New York 10048;
and Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661.
Copies of such material may be obtained by mail from the Commission's
Public Reference Section at prescribed rates. If available, such reports
and other information may also be accessed through the Commission's
electronic data gathering, analysis and retrieval system ("EDGAR") via
electronic means, including the Commission's web site on the Internet
(http://www.sec.gov). Such reports, proxy statements and other information
may also be inspected at the offices of the New York Stock Exchange, the
American Stock Exchange, the Chicago Stock Exchange and the Pacific Stock
Exchange.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Citicorp pursuant
to Section 13 of the Exchange Act 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,
1996;
(2) Financial Review and Form 10-Q for the quarter ended March 31,
1997; and
(3) Current Reports on Form 8-K dated January 21, 1997, April 15, 1997
and July 15, 1997.
All reports subsequently filed by Citicorp pursuant to Sections 13(a)
and (c) of the Exchange Act, 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 after the date of this Prospectus and prior to
the termination of the offering of the securities offered hereby (the
"Securities") shall be incorporated by reference into this Prospectus and
be a part hereof. Any statement contained herein or in a document
incorporated by reference herein shall 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 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.
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
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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. 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. In determining
whether and to what extent to pay dividends, each bank subsidiary must also
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.
Citicorp also derives dividends from its non-bank subsidiaries. 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 that policy, Citicorp may be required to
commit resources to its subsidiary banks in circumstances where it might
not otherwise do so.
Because Citicorp is a holding company, its rights and the rights of
its creditors and stockholders, including the holders of the Securities, 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.
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.
RATIOS OF INCOME TO FIXED CHARGES
For the six months ended June 30, 1997 and fiscal years ended December
31, 1996, 1995, 1994, 1993 and 1992, Citicorp's consolidated ratios of
income to fixed charges, computed as set forth below, were as follows:
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Six
Months
Ended
June 30, Year Ended December 31,
1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
Income to Fixed Charges:
Excluding Interest on Deposits 2.84 2.69 2.31 1.76 1.44 1.24
Including Interest on Deposits 1.50 1.48 1.42 1.31 1.18 1.09
For purposes of computing the consolidated ratio of income to fixed
charges, income represents net income, before extraordinary items and
cumulative effects of accounting changes, plus income taxes and fixed
charges. Fixed charges, excluding interest on deposits, represent interest
expense (except interest paid on deposits) and the interest factor included
in rents. Fixed charges, including interest on deposits, represent all
interest expense and the interest factor included in rents.
DESCRIPTION OF NOTES
General
The Senior Notes offered hereby are to be issued under an indenture
dated as of September 1, 1989, as amended (the "Senior Indenture"), between
Citicorp and United States Trust Company of New York, as trustee (the
"Senior Trustee").
The Subordinated Notes offered hereby are to be issued under an
indenture dated as of April 1, 1991, as amended (the "Subordinated
Indenture"), between Citicorp and The Chase Manhattan Bank (formerly known
as Chemical Bank), as trustee (the "Subordinated Trustee" and, together
with the Senior Trustee, the "Trustees"). As of November 27, 1992, the
Subordinated Indenture as in effect prior to that date (the "Original
Subordinated Indenture") was amended by a first supplemental indenture (the
"First Supplemental Indenture"). The First Supplemental Indenture was
entered into in response to an interpretation of the staff of the Board of
Governors of the Federal Reserve System concerning the capital treatment of
subordinated debt and amended the Original Subordinated Indenture by
removing a restrictive covenant relating to liens on the stock of Citibank
and by narrowing the definition of "Event of Default" to provide that the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
similar official) for Citicorp or substantially all of its property (rather
than a substantial part of its property) is an Event of Default. These
amendments do not apply to any series of Subordinated Notes issued prior to
the execution of the First Supplemental Indenture (the "Original
Subordinated Notes") and, therefore, holders of Original Subordinated Notes
could be entitled to demand immediate payment of their securities upon the
occurrence of certain events of bankruptcy or insolvency which would not
entitle the holders of Subordinated Notes offered hereby or issued since
the execution of the First Supplemental Indenture to demand such payment.
A copy of each of the Senior Indenture and the Subordinated Indenture
(each an "Indenture" and together the "Indentures") is incorporated by
reference as an exhibit to the Registration Statement of which this
Prospectus is a part. The following summaries of certain provisions of the
Indentures do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all provisions of the
applicable Indenture, including the definition therein of certain terms.
Each Indenture provides that Notes, in addition to the Notes
previously issued under such Indenture, may be issued in separate series
thereunder without limitation as to aggregate principal amount, as
authorized from time to time by, or pursuant to resolutions of, Citicorp's
Board of Directors. (Indentures ss.301). The
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Notes may be issued from time to time in one or more series. The
particular terms of each series of Notes offered by a Prospectus Supplement
will be described in such Prospectus Supplement relating to such series.
The Senior Notes of each series will be unsecured and will rank pari
passu with all other unsecured and unsubordinated indebtedness of Citicorp.
The Subordinated Notes of each series will be unsecured and will rank pari
passu with all other unsecured and subordinated indebtedness of Citicorp
other than subordinated indebtedness as to which, in the instrument
creating or evidencing the same, or pursuant to which the same is
outstanding, it is provided that such indebtedness is junior to the
Subordinated Notes.
Citicorp may offer under this Prospectus series of Notes under
indentures or documentation containing provisions which may differ from
those included in the Indentures or any indenture or documentation
applicable to other outstanding series of Citicorp indebtedness, provided
that the material provisions of the indenture or documentation under which
such series of Notes is issued will be described in the Prospectus
Supplement relating to such series of Notes.
The applicable Prospectus Supplement will describe the following terms
of the Notes of each series: (1) the title of the Notes and whether they
are Subordinated Notes or Senior Notes; (2) any limit on the aggregate
principal amount of the Notes; (3) whether the Notes are to be issuable as
Registered Notes or Bearer Notes (each as defined below) or both, and
whether any of the Notes are to be issuable in temporary or permanent
global form; (4) the price at which the Notes will be issued; (5) the date
on which the Notes will mature; (6) the rate per annum at which the Notes
will bear interest, if any, or the formula pursuant to which such rate will
be determined, and the date from which any such interest will accrue; (7)
the Interest Payment Dates on which any such interest on the Notes will be
payable and the Regular Record Date for any interest payable on any
Registered Notes on any Interest Payment Date; (8) the person to whom any
interest on any Registered Note of such series will be payable, if other
than the person in whose name that Note (or one or more Predecessor Notes)
is registered at the close of business on the Regular Record Date for such
interest, the manner in which, or the Person to whom, any interest on any
Bearer Note of such series will be payable, if otherwise than upon
presentation and surrender of coupons appertaining thereto, and the extent
to which, or the manner in which, any interest payable on a temporary
global Note on an Interest Payment Date will be paid if other than in the
manner described under "Temporary Global Notes" below and the extent to
which, or the manner in which, any interest payable on a permanent global
Note on an Interest Payment Date will be paid; (9) each office or agency
where, subject to the terms of the applicable Indenture as described below
under "Payment and Paying Agents," the principal of and any premium and
interest on the Notes will be payable and each office or agency where,
subject to the terms of the applicable Indenture as described below under
"Form, Exchange, Registration and Transfer," the Notes may be presented for
registration of transfer or exchange; (10) the period or periods within
which and the price or prices at which the Notes may, pursuant to any
optional redemption provisions, be redeemed, in whole or in part, and the
other terms and provisions of any such optional redemption provisions; (11)
the obligation, if any, of Citicorp to redeem or purchase the Notes
pursuant to any sinking fund or analogous provisions or at the option of
the holder thereof and the period within which and the price at which the
Notes will be redeemed or purchased, in whole or in part, pursuant to such
obligation, and the other terms and provisions of such obligation; (12) the
denominations in which any Registered Notes will be issuable, if other than
denominations of $1,000 and any integral multiple thereof, and the
denominations in which Bearer Notes will be issuable, if other than
denominations of $5,000 and integral multiples thereof; (13) the currency
or currency units of payment of principal of and any premium and interest
on the Notes, if other than U.S. dollars; (14) any index or formula (which
may be based on the value of any currencies, commodities, securities or any
group or combination thereof) used to determine the amount of payments of
principal of and any premium on the Notes; (15) if applicable, the fact
that the terms of the applicable Indenture described below under
"Defeasance and Covenant Defeasance" will not apply to such series; (16)
the application, if any, of the terms of the applicable Indenture described
below under "Assumption of
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Obligations" to any series of Notes issuable as Bearer Notes; (17) any
additional restrictive covenants included for the benefit of the holders of
such Notes; (18) any additional Events of Default provided with respect to
such Notes; (19) information with respect to book-entry procedures, if any;
and (20) any other terms of the Notes not inconsistent with the provisions
of the applicable Indenture. (Indentures ss.301). Any such Prospectus
Supplement will also describe any special provisions for the payment of
additional amounts with respect to the Notes of such series. If Citicorp
has an obligation to redeem or purchase the Notes at the option of the
holder thereof as provided in the applicable Prospectus Supplement pursuant
to clause (11) above, Citicorp will comply with any applicable provisions
of Section 14(e) of the Exchange Act and the related rules and regulations
in connection with such redemption or purchase.
Notes of any series may be issued as Original Issue Discount Notes. An
Original Issue Discount Note is a Note, including any zero-coupon Note,
which is issued at a price lower than the amount payable upon the Stated
Maturity thereof and which provides that upon redemption or acceleration of
the Maturity thereof an amount less than the amount payable upon the Stated
Maturity thereof and determined in accordance with the terms of such Note
shall become due and payable. United States Holders of Original Issue
Discount Notes having a maturity of more than one year from their date of
issue will have to include original issue discount in income for federal
income tax purposes as it accrues, generally before receipt of cash
attributable to such income.
To the extent described in the applicable Prospectus Supplement, Notes
may be convertible or exchangeable, at the option of the holder or
Citicorp, into common stock or other securities of Citicorp or another
issuer. Any applicable conversion or exchange provisions will be described
in the Prospectus Supplement.
Unless otherwise indicated in the applicable Prospectus Supplement,
the covenants contained in the applicable Indenture would not necessarily
afford holders of either the Senior Notes or the Subordinated Notes
protection in the event of a decline in credit quality resulting from
takeovers, recapitalizations or similar restructurings.
Form, Exchange, Registration and Transfer
Notes of a series may be issued in registered form ("Registered
Notes") or bearer form ("Bearer Notes") or any combination thereof. Each
Indenture also provides that Notes of a series may be issued in temporary
or permanent global form. Unless otherwise indicated in an applicable
Prospectus Supplement, Bearer Notes (other than Bearer Notes in temporary
or global form) will have interest coupons attached. (Indentures ss.201).
See "Temporary Global Notes" and "Permanent Global Notes."
In connection with its sale during the restricted period (as defined
below under "Limitations on Issuance of Euro-Notes"), no Note issued in
bearer form or issued in global form and exchangeable for Notes in bearer
form (together, "Euro-Notes") shall be delivered to any location in the
United States or its possessions and a Euro-Note (not including a Note in
temporary global form) may be delivered in definitive form only if, prior
to such delivery, the owner of such Euro-Note or the financial institution
or clearing organization through which the owner holds such Euro-Note,
directly or indirectly, provides a written certificate to Citicorp, in the
form required by the applicable Indenture, to the effect that (a) such
Euro-Note is owned by a person (other than a financial institution for
purposes of resale during the restricted period) who is not a United States
person; (b) such Euro-Note is owned by a United States person (other than a
financial institution for purposes of resale during the restricted period)
that is (i) a foreign branch of a United States financial institution or
(ii) a United States person that acquired such Euro-Note through the
foreign branch of a United States financial institution and that for
purposes of this certification holds such Euro-Note through such financial
institution on the date of certification and, in either case, such United
States financial
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institution provides a certificate to Citicorp or the distributor
selling the Euro-Note stating that it agrees to comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986, as from time to time amended (the "Internal Revenue Code"),
and the regulations thereunder; or (c) such Euro-Note is owned by a
financial institution for purposes of resale during the restricted period
and such financial institution certifies that it has not acquired such
Euro-Note for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions. Upon
exchange of a portion of a temporary global Note for an interest in a
Euro-Note in permanent global form, such certification must be given in
connection with the exchange. In the case of a Euro-Note in permanent
global form, such certification must be given in connection with the
notation of a beneficial ownership interest therein upon exchange of a
portion of a temporary global Euro-Note. (Indentures ss.ss.303, 304). See
"Temporary Global Notes" and "Limitations on Issuance of Euro-Notes."
At the option of the holder, subject to the terms of the applicable
Indenture, Registered Notes of any series will be exchangeable for other
Registered Notes of the same series of any authorized denominations and of
a like aggregate principal amount and tenor. In addition, if Notes of any
series are issuable as both Registered Notes and Bearer Notes, at the
option of the holder, subject to the terms of such Indenture, Bearer Notes
(with all unmatured coupons, except as provided below, and with all matured
coupons in default) of such series will be exchangeable for Registered
Notes of the same series of any authorized denominations and of a like
aggregate principal amount and tenor. Bearer Notes surrendered in exchange
for Registered Notes between a Regular Record Date or a Special Record Date
and the relevant date for payment of interest shall be surrendered without
the coupon relating to such date for payment of interest, and interest will
not be payable in respect of the Registered Note issued in exchange for
such Bearer Note, but will be payable only to the holder of such coupon
when due in accordance with the terms of the applicable Indenture.
Registered Notes, including Registered Notes received in exchange for
Bearer Notes, may not be exchanged for Bearer Notes. (Indentures ss.305).
Each Bearer Note and any coupons appertaining thereto will bear a legend to
the following effect: "Any United States person who holds this obligation
will be subject to limitations under the United States income tax laws,
including the limitations provided in Sections 165(j) and 1287(a) of the
Internal Revenue Code." (Indentures ss.201).
Notes may be presented for exchange as provided above, and Registered
Notes may be presented for registration of transfer (with the form of
transfer endorsed thereon duly executed), at the office of the Security
Registrar or at the office of any transfer agent designated by Citicorp for
such purpose without a service charge and upon payment of any taxes and
other governmental charges as described in the applicable Indenture. Such
transfer or exchange will be effected when the Security Registrar or such
transfer agent, as the case may be, is satisfied with the documents of
title and identity of the person making the request. Citicorp has appointed
Citibank as Security Registrar. (Indentures ss.305). Citicorp may at any
time rescind the designation of any transfer agent (other than the Security
Registrar) or approve a change in the location through which any such
transfer agent acts, except that if Notes of a series are issuable solely
as Registered Notes, Citicorp will be required to maintain a transfer agent
in each Place of Payment for such series, and if Notes of a series are
issuable as Bearer Notes, Citicorp will be required to maintain (in
addition to the Security Registrar) a transfer agent in a Place of Payment
for such series located outside the United States and its possessions.
Citicorp may at any time designate additional transfer agents with respect
to any series of Notes. (Indentures ss.1002).
In the event of any redemption in part, Citicorp shall not be required
to (i) issue, register the transfer of or exchange any Note during a period
beginning at the opening of business 15 days before any selection for
redemption of Notes of like tenor and of the series of which such Note is a
part, and ending at the close of business on the earliest date on which the
relevant notice of redemption is deemed to have been given to all holders
of Notes of like tenor and of such series to be redeemed; (ii) register the
transfer of or exchange any Registered Note so selected for redemption, in
whole or in part, except the unredeemed portion of any
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Note being redeemed in part; or (iii) exchange any Bearer Note so
selected for redemption, except to exchange such Bearer Note for a
Registered Note of that series and like tenor which is immediately
surrendered for redemption. (Indentures ss.305).
Payment and Paying Agents
Unless otherwise indicated in the applicable Prospectus Supplement and
provided that the certificate described above under "Form, Exchange,
Registration and Transfer" has been received, principal of and any premium
and interest on Bearer Notes will be payable, subject to any applicable
laws and regulations, at the offices of such Paying Agents outside the
United States and its possessions as Citicorp may designate from time to
time, at the option of the holder, by check or by transfer to an account
maintained by the payee with a financial institution located outside the
United States and its possessions. Unless otherwise indicated in the
applicable Prospectus Supplement, payment of interest on a Bearer Note on
any Interest Payment Date will be made only against surrender to the Paying
Agent of the coupon relating to such Interest Payment Date. (Indentures
ss.1001). No payment with respect to any Bearer Note will be made at any
office or agency of Citicorp in the United States or its possessions or by
check mailed to any address in the United States or its possessions or by
transfer to any account maintained with a financial institution located in
the United States or its possessions. Notwithstanding the foregoing,
payments of principal of and any premium and interest on Bearer Notes
denominated and payable in U.S. dollars will be made at the office of the
Paying Agent in the Borough of Manhattan, The City of New York, if (but
only if) payment of the full amount thereof in U.S. dollars at all offices
or agencies outside the United States and its possessions is illegal or
effectively precluded by exchange controls or other similar restrictions.
(Indentures ss.1002).
Unless otherwise indicated in an applicable Prospectus Supplement,
principal of and any premium and interest on Registered Notes will be
payable, subject to any applicable laws and regulations, at the office of
such Paying Agent or Paying Agents as Citicorp may designate from time to
time, except that at the option of Citicorp payment of any interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register. (Indentures ss.201). Unless
otherwise indicated in an applicable Prospectus Supplement, payment of
interest on a Registered Note on any Interest Payment Date will be made to
the Person in whose name such Registered Note (or Predecessor Note) is
registered at the close of business on the Regular Record Date for such
interest. (Indentures ss.307).
Unless otherwise indicated in the applicable Prospectus Supplement,
the Corporate Trust Office of Citibank in The City of New York will be
designated as a Paying Agent for Citicorp for payments with respect to
Notes of each series which are issuable solely as Registered Notes and as a
Paying Agent for payments with respect to Notes of each series (subject to
the limitations described above in the case of Bearer Notes) which are
issuable solely as Bearer Notes or as both Registered Notes and Bearer
Notes. Any Paying Agents outside the United States and its possessions and
any other Paying Agents in the United States or its possessions initially
designated by Citicorp for the Notes of each series will be named in the
applicable Prospectus Supplement. Citicorp may at any time designate
additional Paying Agents or rescind the designation of any Paying Agent or
approve a change in the office through which any Paying Agent acts, except
that if Notes of a series are issuable solely as Registered Notes, Citicorp
will be required to maintain a Paying Agent in each Place of Payment for
such series and, if Notes of a series are issuable as Bearer Notes,
Citicorp will be required to maintain (i) a Paying Agent in the Borough of
Manhattan, The City of New York for payments with respect to any Registered
Notes of the series (and for payments with respect to Bearer Notes of the
series in the circumstances described above, but not otherwise) and (ii) a
Paying Agent in a Place of Payment located outside the United States and
its possessions where Notes of such series and any coupons appertaining
thereto may be presented and surrendered for payment; provided, however,
that if the Notes of such series are listed on The International Stock
Exchange of the United Kingdom and the Republic of Ireland Limited (the
"London Stock Exchange"), the Luxembourg Stock Exchange or any other
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stock exchange located outside the United States and its possessions and
such stock exchange shall so require, Citicorp will maintain a Paying Agent
in London, Luxembourg or any other required city located outside the United
States and its possessions for the Notes of such series. (Indentures
ss.1002).
After notice by publication, all moneys paid by Citicorp to a Paying
Agent for the payment of the principal of and any premium or interest on
any Note of any series which remain unclaimed at the end of two years after
such principal, premium or interest shall have become due and payable will
be repaid to Citicorp, and the holder of such Note or any coupon
appertaining thereto may thereafter look only to Citicorp for payment
thereof. (Indentures ss.1003).
Temporary Global Notes
All Euro-Notes will initially be represented by one or more temporary
global Notes, without interest coupons, to be deposited with a common
depositary in London for Morgan Guaranty Trust Company of New York,
Brussels office, in its capacity as operator of the Euroclear System
("Euroclear") and Cedel Bank, societe anonyme ("Cedel") for credit to the
designated accounts. On and after the date determined as provided in any
such temporary global Note and described in an applicable Prospectus
Supplement (the "Exchange Date"), each such temporary global Note will be
exchanged for definitive Bearer Notes, definitive Registered Notes or all
or a portion of a permanent global Note, or any combination thereof, as
specified in an applicable Prospectus Supplement, but, unless otherwise
specified in an applicable Prospectus Supplement, only upon receipt by
Euroclear or Cedel of written certification in the form and to the effect
described above under "Form, Exchange, Registration and Transfer." No Note
delivered in exchange for any portion of a temporary global Note shall be
delivered to any location in the United States or its possessions in
connection with such exchange. (Indentures ss.304).
Unless otherwise specified in an applicable Prospectus Supplement,
interest in respect of any portion of a temporary global Note payable in
respect of an Interest Payment Date occurring prior to the issuance of
definitive Notes (including a permanent global Note) will be payable to the
bearer and thus, while such temporary global Note is deposited with the
common depositary for Euroclear and Cedel, will be paid to each of
Euroclear and Cedel with respect to the portion of the temporary global
Note held for its account for which it provides certification in the form
described above under "Form, Exchange, Registration and Transfer." If an
Interest Payment Date occurs prior to the issuance of definitive Notes
(including a permanent global Note), written certification in the form and
to the effect described above under "Form, Exchange, Registration and
Transfer" will be required to obtain an interest payment, and upon receipt
of such certification Euroclear or Cedel, as the case may be, will exchange
the portion of the temporary global Note relating to such certification for
an interest in a permanent global Note (unless the account holder requests
that such portion be exchanged for a definitive Registered Note or Notes or
a definitive Bearer Note or Notes). (Indentures ss.304).
Permanent Global Notes
If any Notes of a series are issuable in permanent global form, the
applicable Prospectus Supplement will describe the circumstances, if any,
under which beneficial owners of interests in any such permanent global
Note may exchange such interests for Notes of such series and of like tenor
and principal amount in any authorized form and denomination. No Bearer
Note delivered in exchange for any portion of a permanent global Note shall
be delivered to any location in the United States or its possessions in
connection with such exchange. (Indentures ss.305). Principal of and any
premium and interest on any permanent global Note will be payable in the
manner described in the applicable Prospectus Supplement. (Indentures
ss.304).
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Limitations on Liens on Stock of Citibank
Citicorp has covenanted in the Senior Indenture that, so long as any
of the Senior Notes issued thereunder which mature more than ten years
after their issuance are Outstanding, it will not create, incur, assume or
suffer to exist any mortgage, pledge, security interest or other
encumbrance, as security for indebtedness for borrowed money, upon any
shares of Voting Stock of Citibank owned by Citicorp, without effectively
providing that the Senior Notes issued under such Indenture which mature
more than ten years after their issuance shall be secured equally and
ratably with, or prior to, such indebtedness; provided, however, that
Citicorp shall be permitted to create, incur, assume or suffer to exist any
such mortgage, pledge, security interest or other encumbrance without
regard to the foregoing provisions so long as after giving effect thereto
Citicorp will own at least 80% of the Voting Stock of Citibank then issued
and outstanding, free and clear of any such mortgage, pledge, security
interest or other encumbrance. For the purpose of this covenant, the term
"Voting Stock" of Citibank shall mean stock of any class or classes,
however designated, having ordinary voting power for the election of a
majority of the board of directors of Citibank, other than stock having
such power only by reason of the happening of a contingency. (Senior
Indenture ss.1005). The foregoing covenant also applies to the Original
Subordinated Notes but is not a provision of the Subordinated Indenture and
does not apply to any series of Subordinated Notes.
Defaults; Events of Default
Unless otherwise provided in the applicable Prospectus Supplement, the
following will be "Events of Default" under the Senior Indenture with
respect to any series of Senior Notes: (a) failure to pay principal of or
any premium on any Senior Note of that series at maturity; (b) failure to
pay any interest on any Senior Note of that series when due, continued for
30 days; (c) failure to deposit any sinking fund payment, when due, in
respect of any Senior Note of that series; (d) failure to perform any other
covenant of Citicorp in the Senior Indenture (other than a covenant
included in the Senior Indenture solely for the benefit of series of Senior
Notes other than that series) continued for 60 days after written notice of
such default; (e) certain events of bankruptcy, insolvency or
reorganization of Citicorp or Citibank; and (f) any other Event of Default
provided with respect to Senior Notes of that series. (Senior Indenture
ss.501).
Unless otherwise provided in the applicable Prospectus Supplement, the
following will be "Defaults" under the Subordinated Indenture with respect
to any series of Subordinated Notes: (a) failure to pay principal of or any
premium on any of the Subordinated Notes of that series at maturity; (b)
failure to pay any interest on any Subordinated Note of that series when
due, continued for 30 days; (c) failure to perform any other covenant of
Citicorp in the Subordinated Indenture (other than a covenant included in
the Subordinated Indenture solely for the benefit of series of Subordinated
Notes other than that series) continued for 60 days after written notice of
such default; (d) any Event of Default; and (e) any other Default provided
with respect to Subordinated Notes of that series. (Subordinated Indenture
ss.503). Unless otherwise provided in the applicable Prospectus Supplement,
the following will be the Events of Default under the Subordinated
Indenture with respect to any series of Subordinated Notes: (x) certain
events of bankruptcy, insolvency or reorganization of Citicorp; and (y) any
other Event of Default provided with respect to Subordinated Notes of that
series. (Subordinated Indenture ss.501). Unless an Event of Default has
occurred and shall be continuing with respect to a series of Subordinated
Notes, neither the holders of such Subordinated Notes nor the Subordinated
Trustee may declare the acceleration of the payment of principal or
premium, if any, of such Subordinated Notes under the Subordinated
Indenture.
Subject to the provisions of the applicable Indenture relating to the
duties of the related Trustee, in case an Event of Default with respect to
either the Senior Notes or the Subordinated Notes shall occur, or in case a
Default with respect to the Subordinated Notes shall occur and be
continuing, such Trustee will be under no obligation to exercise any of its
rights or powers under such Indenture at the request or direction
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of any of the holders of Notes of any series or any related coupons
unless such holders shall have offered to such Trustee reasonable
indemnity. (Indentures ss.ss.601, 603). The holders of a majority in
aggregate principal amount of the Outstanding Notes of any series will have
the right to direct the time, method and place of conducting any proceeding
for any remedy available to the related Trustee, or exercising any trust or
power conferred on the Trustee, with respect to Notes of that series,
provided that such direction does not conflict with applicable law or the
applicable Indenture or have a substantial likelihood of involving such
Trustee in personal liability. (Indentures ss.512).
If an Event of Default with respect to Notes of any series at the time
Outstanding shall occur and be continuing, either the related Trustee or
the holders of at least 25% in aggregate principal amount of the
Outstanding Notes of that series may declare the principal, or, if any such
Notes are Original Issue Discount Notes, such lesser amounts as may be
described in the applicable Prospectus Supplement, of all such Outstanding
Notes of that series to be due and payable immediately. At any time after a
declaration of acceleration with respect to Notes of any series has been
made but before a judgment or decree for payment of money due has been
obtained by such Trustee, the holders of a majority in aggregate principal
amount of Outstanding Notes of that series may rescind any declaration of
acceleration and its consequences, if all payments due (other than those
due as a result of acceleration) have been made and all Events of Default
have been remedied or waived. (Indentures ss.502).
No holder of any Notes of any series or any related coupons will have
any right to institute any proceeding with respect to the applicable
Indenture or for any remedy thereunder, unless such holder shall have
previously given to the related Trustee written notice of a continuing
Event of Default, with respect to the Senior Notes or the Subordinated
Notes of that series, or of a continuing Default with respect to the
Subordinated Notes of that series, the holders of at least 25% in aggregate
principal amount of the Outstanding Notes of that series shall have made
written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as Trustee, and the Trustee shall not have
received from the holders of a majority in aggregate principal amount of
the Outstanding Notes of that series a direction inconsistent with such
request and shall have failed to institute such proceeding within 60 days.
(Indentures ss.507). However, such limitations do not apply to a suit
instituted by a holder of an Outstanding Note of that series for
enforcement of payment of the principal of, or any premium or interest on,
such Note on or after the respective due dates expressed in such Note.
(Indentures ss.508).
Citicorp is required to furnish annually to each Trustee a statement
as to its performance or fulfillment of covenants, agreements or conditions
in the applicable Indenture and as to the absence of defaults thereunder.
(Indentures ss.1004).
Meetings, Modification and Waiver
Modifications and amendments of each Indenture may be made by Citicorp
and the related Trustee with the consent of the holders of not less than a
majority in aggregate principal amount of the Outstanding Notes of each
series affected by such modification or amendment; provided, however, that
no such modification or amendment may, without the consent of the holders
of each Outstanding Note affected thereby, (a) change the Stated Maturity
of the principal of, or any installment of principal of or interest on, any
Note, (b) reduce the principal amount of, or premium or interest on, any
Note, (c) change any obligation of Citicorp to pay additional amounts, (d)
reduce the amount of principal of an Original Issue Discount Note payable
upon acceleration of the Maturity thereof, (e) change the coin or currency
in which any Note or any premium or interest thereon is payable, (f) impair
the right to institute suit for the enforcement of any payment on or with
respect to any Note, (g) reduce the percentage in principal amount of
Outstanding Notes of any series, the consent of whose holders is required
for modification or amendment of the applicable Indenture or for waiver of
compliance with certain provisions of such Indenture or for waiver of
certain
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defaults, (h) reduce the requirements contained in such Indenture for
quorum or voting, (i) change any obligation of Citicorp to maintain an
office or agency in the places and for the purposes required by such
Indenture, or (j) modify any of the above provisions. (Indentures ss.902).
Under certain limited circumstances, modifications and amendments of such
Indenture may be made by Citicorp and the related Trustee without the
consent of any holders of Outstanding Notes. (Indentures ss.901).
The holders of at least a majority in aggregate principal amount of
the Outstanding Notes of a series may, on behalf of the holders of all the
Notes of that series, waive, insofar as that series is concerned,
compliance by Citicorp with certain restrictive provisions of the
applicable Indenture. (Indentures ss.1007). The holders of not less than a
majority in aggregate principal amount of the Outstanding Notes of a series
may, on behalf of all holders of Notes of that series and any coupons
appertaining thereto, waive any past default under the applicable Indenture
with respect to Notes of that series, except a default (a) in the payment
of principal of or any premium or interest on any Note of such series or
(b) in respect of a covenant or provision of the applicable Indenture which
cannot be modified or amended without the consent of the holders of each
Outstanding Note of such series affected. (Indentures ss.513).
Each Indenture provides that in determining whether the holders of the
requisite principal amount of the Outstanding Notes have given any request,
demand, authorization, direction, notice, consent or waiver thereunder or
are present at a meeting of holders of Notes for quorum purposes, (i) the
principal amount of an Original Issue Discount Note that shall be deemed to
be Outstanding shall be the amount of the principal thereof that would be
due and payable as of the date of such determination upon acceleration of
the Maturity thereof, and (ii) the principal amount of a Note denominated
in a foreign currency or currency unit shall be the U.S. dollar equivalent,
determined on the date of original issuance of such Note, of the principal
amount of such Note or, in the case of an Original Issue Discount Note, the
U.S. dollar equivalent, determined on the date of original issuance of such
Note, of the amount determined as provided in (i) above. (Indentures
ss.101).
Each Indenture contains provisions for convening meetings of the
holders of Notes of a series if Notes of that series are issuable as Bearer
Notes. (Indentures ss.1301). A meeting may be called at any time by the
Trustee, and also, upon request, by Citicorp or the holders of at least 10%
in aggregate principal amount of the Outstanding Notes of such series, in
any such case upon notice given in accordance with "Notices" below.
(Indentures ss.1302). Except for any consent which must be given by the
holder of each Outstanding Note affected thereby, as described above, any
resolution presented at a meeting or adjourned meeting at which a quorum is
present may be adopted by the affirmative vote of the holders of a majority
in aggregate principal amount of the Outstanding Notes of that series;
provided, however, that, except for any consent which must be given by the
holder of each Outstanding Note affected thereby, as described above, any
resolution with respect to any consent, waiver, request, demand, notice,
authorization, direction or other action which may be given by the holders
of not less than a specified percentage in aggregate principal amount of
Outstanding Notes of a series may be adopted at a meeting or an adjourned
meeting at which a quorum is present only by the affirmative vote of the
holders of not less than such specified percentage in aggregate principal
amount of the Outstanding Notes of that series. Any resolution passed or
decision taken at any meeting of holders of Notes of any series duly held
in accordance with the applicable Indenture will be binding on all holders
of Notes of that series and the related coupons. The quorum at any meeting
called to adopt a resolution, and at any adjourned meeting, will be Persons
holding or representing a majority in aggregate principal amount of the
Outstanding Notes of a series; provided, however, that if any action is to
be taken at such meeting with respect to a consent, waiver, request,
demand, notice, authorization, direction or other action which may be given
by the holders of not less than a specified percentage in aggregate
principal amount of the Outstanding Notes of a series, the Persons holding
or representing such specified percentage in aggregate principal amount of
the Outstanding Notes of such series will constitute a quorum. (Indentures
ss.1304).
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Consolidation, Merger and Sale of Assets
Citicorp may, without the consent of the holders of any of the
Outstanding Notes of a series, consolidate with, merge into or transfer its
assets substantially as an entirety to any corporation organized under the
laws of any domestic or foreign jurisdiction, provided that (i) the
successor corporation assumes Citicorp's obligations on the Notes of each
series and under the applicable Indenture, (ii) after giving effect
thereto, with respect to the Senior Notes, no Event of Default and no event
which, after notice or lapse of time, or both, would become an Event of
Default shall have occurred and be continuing, (iii) after giving effect
thereto, with respect to the Subordinated Notes, no Default, and no event
which, after notice or lapse of time, or both, would become a Default,
shall have happened and be continuing, and (iv) certain other conditions
are met. (Indentures ss.801, 802).
Assumption of Obligations
If so specified in an applicable Prospectus Supplement for a series of
Notes issuable as Bearer Notes, Citicorp may elect at any time to assign to
a Subsidiary or an Affiliate of Citicorp, and cause such Subsidiary or
Affiliate to assume, the obligations of Citicorp for the due and punctual
payment of the principal of and any premium and interest on all the Notes
of such series and the performance of every covenant of the applicable
Indenture, except as described below, on the part of Citicorp to be
performed or observed with respect to the Notes of such series, provided
that (i) Citicorp has the right to redeem the Notes of such series in the
event of certain changes involving United States taxes or the imposition of
certain reporting requirements as expressly described in the applicable
Prospectus Supplement and the circumstances and conditions expressly
described in such Prospectus Supplement giving rise to Citicorp's right so
to redeem the Notes of such series have occurred, are in effect and have
been satisfied, as the case may be, (ii) no payment of principal of or any
premium or interest on any of the Notes of such series is overdue, (iii)
Citicorp unconditionally guarantees the performance of the obligations of
such Subsidiary or Affiliate under the applicable Indenture and under the
Notes of such series, (iv) Citicorp and such Subsidiary or Affiliate each
agrees to indemnify the holder of each Note of such series against (A) any
tax, assessment or governmental charge which is imposed on such holder by a
jurisdiction other than the United States or any political subdivision or
taxing authority thereof or therein with respect to, and which is withheld
on the making of, the payment of the principal of or any premium or
interest on such Note, and which would not have been so imposed and
withheld had such assignment and assumption not been made, (B) any tax,
assessment or governmental charge imposed on or relating to the act of
assignment and assumption and (C) any costs or expenses of the act of
assignment and assumption, (v) after giving effect thereto, no Event of
Default with respect to the Senior Notes or the Subordinated Notes and no
Default with respect to the Subordinated Notes, and no event which, after
notice or lapse of time, or both, would become an Event of Default or
Default, respectively, shall have occurred and be continuing, and (vi)
certain other conditions are met. (Indentures ss.803). Notwithstanding any
assignment and assumption with respect to the Notes of a series as
described in this paragraph, Citicorp will remain unconditionally obligated
to comply with such provisions of each Indenture as may be required to
comply with applicable law and, with respect to the Senior Notes and the
Original Subordinated Notes, Citicorp shall remain unconditionally
obligated to comply with the covenant described above under "Limitations on
Liens on Stock of Citibank." (Indentures ss.ss.803, 804).
Notices
Except as otherwise provided in the applicable Indenture, notices to
holders of Bearer Notes will be given by publication at least twice in a
daily newspaper of general circulation in The City of New York and in such
other city or cities as may be specified in such Notes. Notices to holders
of Registered Notes will
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be given by mail to the addresses of such holders as they appear in
the Security Register. (Indentures ss.ss.101, 106).
Title
Title to any Bearer Notes (including Bearer Notes in temporary global
form and in permanent global form) and any coupons appertaining thereto
will pass by delivery. Citicorp, the related Trustee and any agent of
Citicorp or such Trustee may treat the bearer of any Bearer Note and the
bearer of any coupon and the registered owner of any Registered Note as the
absolute owner thereof (whether or not such Note or coupon shall be overdue
and notwithstanding any notice to the contrary) for the purpose of making
payment and for all other purposes. (Indentures ss.308).
Replacement of Notes and Coupons
Any mutilated Note or a Note with a mutilated coupon appertaining
thereto will be replaced by Citicorp at the expense of the holder upon
surrender of such Note to the related Trustee. Notes or coupons that become
destroyed, lost or stolen will be replaced by Citicorp at the expense of
the holder upon delivery to such Trustee of evidence of the destruction,
loss or theft thereof satisfactory to Citicorp and such Trustee; in the
case of any coupon which becomes destroyed, lost or stolen, such coupon
will be replaced by issuance of a new Note in exchange for the Note to
which such coupon appertains. In the case of a destroyed, lost or stolen
Note or coupon, an indemnity satisfactory to such Trustee and Citicorp may
be required at the expense of the holder of such Note or coupon before a
replacement Note will be issued. (Indentures ss.306).
Defeasance and Covenant Defeasance
Unless otherwise specified in the applicable Prospectus Supplement for
a series of Notes, Citicorp may cause itself (i) to be discharged from any
and all obligations with respect to such Notes (subject to the terms of the
applicable Indenture) ("defeasance") and/or (ii) to be released from its
obligations described above under "Limitations on Liens on Stock of
Citibank" with respect to the Senior Notes or Original Subordinated Notes
("covenant defeasance"), upon the deposit with the related Trustee (or
other qualifying trustee), in trust for such purpose, of money and/or U.S.
Government Obligations which through the payment of principal and interest
in accordance with their terms will provide money in an amount sufficient,
without reinvestment, to pay the principal of and any premium or interest
on such Notes to Maturity or redemption, as the case may be, and any
mandatory sinking fund or analogous payments thereon. As a condition to
defeasance or covenant defeasance, Citicorp must deliver to the related
Trustee an Opinion of Counsel to the effect that the holders of such Notes
will not recognize income, gain or loss for United States federal income
tax purposes as a result of such defeasance or covenant defeasance and will
be subject to United States federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such
defeasance or covenant defeasance had not occurred. Such Opinion, in the
case of defeasance under clause(i) above, must refer to and be based upon a
published ruling of the Internal Revenue Service or changes in applicable
United States federal income tax law occurring after the date of the
applicable Indenture. (Indentures Article Fourteen).
Defeasance by Citicorp with respect to the Notes of a series is
permitted notwithstanding Citicorp's prior covenant defeasance with respect
to such series. Following a defeasance, payment of such Notes may not be
accelerated because of an Event of Default or a Default. (Indentures
ss.1402). Following a covenant defeasance, payment of Senior Notes or the
Original Subordinated Notes may not be accelerated by reference to the
covenant noted under clause(ii) above. (Senior Indenture ss.1403, Original
Subordinated Indenture ss.1403). However, if such an acceleration were to
occur, the realizable value at the acceleration date of the money and U.S.
Government Obligations in the defeasance trust could be less than the
principal and interest
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then due on such Notes, in that the required deposit in the defeasance
trust is based upon scheduled cash flows rather than market value, which
will vary depending upon interest rates and other factors.
Subordination
The Subordinated Notes will be subordinate and junior in right of
payment, to the extent set forth in the Subordinated Indenture, to all
Senior Indebtedness (as defined below) of Citicorp. In the event that
Citicorp shall default in the payment of any principal of (or premium, if
any) or interest on any Senior Indebtedness when the same becomes due and
payable, whether at maturity or at a date fixed for prepayment or by
declaration or otherwise, then, unless and until such default shall have
been cured or waived or shall have ceased to exist, no direct or indirect
payment (in cash, property, securities, by set-off or otherwise) shall be
made or agreed to be made on account of the principal of or interest on the
indebtedness evidenced by the Subordinated Notes, or in respect of any
redemption, retirement, purchase or other acquisition of any of the
Subordinated Notes. In the event of (a) any insolvency, bankruptcy,
receivership, liquidation, reorganization, readjustment, composition or
other similar proceeding relating to Citicorp, its creditors or its
property, (b) any proceeding for the liquidation, dissolution or other
winding-up of Citicorp, voluntary or involuntary, whether or not involving
insolvency or bankruptcy proceedings, (c) any assignment by Citicorp for
the benefit of creditors or (d) any other marshaling of the assets of
Citicorp, all Senior Indebtedness (including any interest thereon accruing
after the commencement of any such proceedings) shall first be paid in full
before any payment or distribution under the Subordinated Notes, whether in
cash, securities or other property, shall be made to any Subordinated Note
holders. In such event, any payment or distribution under the Subordinated
Notes, whether in cash, securities or other property (other than securities
of Citicorp or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate at least
to the extent provided in the subordination provisions with respect to the
Subordinated Notes to the payment of all Senior Indebtedness at the time
outstanding, and to any securities issued in respect thereof under any such
plan of reorganization or readjustment), which would otherwise (but for
those subordination provisions) be payable or deliverable in respect of the
Subordinated Notes, shall be paid or delivered directly to the holders of
Senior Indebtedness in accordance with the priorities then existing among
such holders until all Senior Indebtedness (including any interest thereon
accruing after the commencement of any such proceedings) shall have been
paid in full. If any payment or distribution under the Subordinated Notes,
of any character whether in cash, securities or other property (other than
securities of Citicorp or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at
least to the extent provided in the subordination provisions with respect
to the Subordinated Notes, to the payment of all Senior Indebtedness at the
time outstanding and to any securities issued in respect thereof under any
such plan of reorganization or readjustment), shall be received by any
holder of any Subordinated Notes in contravention of any of the terms
hereof and before all the Senior Indebtedness shall have been paid in full,
such payment or distribution or security shall be received in trust for the
benefit of, and shall be paid over or delivered and transferred, to the
holders of the Senior Indebtedness at the time outstanding in accordance
with the priorities then existing among such holders for application to the
payment of all Senior Indebtedness remaining unpaid to the extent necessary
to pay all such Senior Indebtedness in full. (Subordinated Indenture
ss.1501).
"Senior Indebtedness" means any obligation of Citicorp to its
creditors, whether outstanding on the date of the Subordinated Indenture or
subsequently incurred, other than (w) any securities issued under the
Subordinated Indenture (including Subordinated Notes), (x) all other
unsecured and subordinated indebtedness of Citicorp, and all other
unsecured and subordinated guarantees by Citicorp of indebtedness of other
Persons, (y) all obligations incurred or assumed by Citicorp in the
ordinary course of business in connection with the obtaining of materials
or services, and all obligations of Citicorp in respect of any guarantees
of such obligations of subsidiaries of Citicorp (provided that obligations
described in this clause (y) shall not include traveler's checks or other
unsubordinated financial instruments) and (z) any other
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obligations as to which, in the instrument creating or evidencing the
same or pursuant to which the same is outstanding, it is provided that such
obligation is not Senior Indebtedness. (Subordinated Indenture ss.101).
Neither Indenture limits the issuance of additional Senior Indebtedness.
Because Citicorp is a holding company, its rights and the rights of
its creditors, including the holders of the Notes, 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.
Governing Law
Each Indenture, the Notes and the coupons will be governed by, and
construed in accordance with, the laws of the State of New York.
(Indentures ss.113).
Concerning the Trustees
United States Trust Company of New York, the Senior Trustee, has its
principal corporate trust office at 114 West 47th Street, New York, New
York 10036 and is also trustee under other Citicorp indentures under which
unsecured debt securities are currently outstanding.
The Chase Manhattan Bank (formerly known as Chemical Bank), the
Subordinated Trustee, has its principal corporate trust office at 450 West
33rd Street, New York, New York 10001, and is also trustee under other
indentures under which subordinated unsecured debt securities issued or
guaranteed by Citicorp are currently outstanding.
Citicorp or its affiliates maintain certain accounts and other banking
relationships with the Trustees and their respective affiliates.
Limitations on Issuance of Euro-Notes
In compliance with United States federal tax laws and regulations,
Euro-Notes may not be offered or sold during the restricted period (as
defined below) in the United States or its possessions or to a United
States person (each as defined below) other than an exempt purchaser (as
defined below). Furthermore, in compliance with such federal tax laws and
regulations, Euro-Notes may not be delivered, in connection with the sale
thereof during the restricted period, in definitive form within the United
States or its possessions.
Citicorp will not offer or sell Euro-Notes during the restricted
period to a person who is within the United States or its possessions or to
a United States person other than an exempt purchaser, and any underwriter,
agent and dealer participating in the offering of Euro-Notes must covenant
that: (i) it has not and will not offer or sell the Euro-Notes during the
restricted period to a person who is within the United States or its
possessions or to a United States person other than an exempt purchaser;
(ii) it has in effect, in connection with the offer and sale of the
Euro-Notes during the restricted period, procedures reasonably designed to
ensure that its employees or agents who are directly engaged in selling the
Euro-Notes are aware that the Euro-Notes cannot be offered or sold during
the restricted period to a person who is within the United States or its
possessions or who is a United States person (other than an exempt
purchaser); (iii) it will not permit any affiliate (within the meaning of
Section 1.163-5(c)(2)(i)(D)(4)(iii) of the regulations issued under the
Internal Revenue Code (the "Treasury Regulations")) to acquire any
Euro-Note for the purpose of offering or selling it during the restricted
period unless such affiliate provides it (for the benefit of Citicorp) with
the covenants contained in this paragraph; (iv) it will not deliver any
Euro-Notes, in connection with the sale thereof during the restricted
period, in definitive form within the United States or
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<PAGE>
its possessions; (v) it will not enter into any written contract with
another distributor (within the meaning of Section 1.163-5(c)(2)(i)(D)(4)
of the Treasury Regulations) to offer or sell the Euro-Notes during the
restricted period unless such distributor provides it (for the benefit of
Citicorp) with the covenants contained in this paragraph; and (vi) if it is
a United States person, it is acquiring the Euro-Notes for purposes of
resale in connection with their original issuance and if it retains the
Euro-Notes for its own account, it will only do so in accordance with the
requirements of Section 1.163-5(c)(2)(i)(D)(6) of the Treasury Regulations.
For purposes of the selling restrictions described in this section, an
offer or sale will be considered to be made to a person who is within the
United States or its possessions if the offeror or seller of the Euro-Notes
has an address within the United States or its possessions for the offeree
or buyer of the Euro-Notes with respect to the offer or sale. Bearer Notes
and any coupons appertaining thereto (including Euro-Notes in permanent
global form exchangeable for Bearer Notes) will bear a legend to the
following effect: "Any United States person who holds this obligation will
be subject to limitations under the United States income tax laws,
including the limitations provided in Sections 165(j) and 1287(a) of the
Internal Revenue Code."
As used herein, "United States person" means a citizen or resident of
the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States and an estate or trust
the income of which is subject to United States federal income taxation
regardless of its source, "United States" means the United States of
America (including the States and the District of Columbia) and
"possessions" of the United States include Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and Northern Mariana Islands,
"restricted period" means with respect to a Note, the period beginning on
the earlier of the closing date or the first date on which the Note is
offered to persons other than distributors and ending on the expiration of
the 40-day period beginning on such date, except that, notwithstanding the
foregoing, any offer or sale of the Notes by Citicorp or a distributor
shall be deemed to be made during the restricted period if Citicorp or the
distributor holds the Note as part of an unsold allotment or subscription,
and "exempt purchaser" means (A) an exempt distributor (as defined in
Section 1.163-5(c)(2)(i)(D)(5) of the Treasury Regulations) that covenants
that it is buying the Euro-Notes for the purpose of resale in connection
with the original issuance thereof, and that if it retains the Euro-Notes
for its own account, it will do so only in accordance with the requirements
of Section 1.163-5(c)(2)(i)(D)(6) of the Treasury Regulations; (B) an
international organization described in Section 7701(a)(18) of the Internal
Revenue Code; (C) a foreign central bank (as defined in Section 895 of the
Internal Revenue Code and the Treasury Regulations thereunder); (D) a
foreign branch of a United States financial institution as described in
Section 1.163-5(c)(2)(i)(D)(6)(i) of the Treasury Regulations; and (E) a
United States person who acquires the Euro-Notes through the foreign branch
of a United States financial institution and who holds the Euro-Notes
through such financial institution. Notwithstanding the foregoing, however,
(i) a person described in (A) of this paragraph will not be considered an
exempt purchaser with respect to offers to a non-United States office of
such person; (ii) a person described in (B) or (C) of this paragraph will
not be considered an international organization or a foreign central bank,
as the case may be, with respect to offers that are not made directly and
specifically to such person; (iii) a person described in (E) of this
paragraph will be considered an exempt purchaser only with respect to sales
of the Euro-Notes; and (iv) a person described in (D) or (E) of this
paragraph will not be considered an exempt purchaser unless the financial
institution holding the Euro-Note provides a certificate to Citicorp or the
distributor selling the Euro-Note stating that it agrees to comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code and the Treasury Regulations thereunder.
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FOREIGN CURRENCY RISKS
General
Notes may be denominated in such foreign currencies or currency units
as may be designated by Citicorp at the time of offering (the "Foreign
Currency Securities").
PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL
ADVISORS AS TO THE RISKS ENTAILED BY AN INVESTMENT IN FOREIGN CURRENCY
SECURITIES. FOREIGN CURRENCY SECURITIES ARE NOT AN APPROPRIATE INVESTMENT
FOR INVESTORS WHO ARE UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY
TRANSACTIONS.
The information set forth below is directed to prospective purchasers
of Foreign Currency Securities who are United States residents, and
Citicorp disclaims any responsibility to advise prospective purchasers who
are residents of countries other than the United States with respect to any
matters that may affect the purchase or holding of a Foreign Currency
Security or the receipt of payments of principal of and any premium and
interest on a Foreign Currency Security. Such persons should consult their
own legal advisors with regard to such matters.
Exchange Rates and Exchange Controls
An investment in Foreign Currency Securities entails significant risks
that are not associated with a similar investment in a security denominated
in U.S. dollars. Such risks include, without limitation, the possibility of
significant changes in the rate of exchange between the U.S. dollar and the
relevant foreign currency and the possibility of the imposition or
modification of foreign exchange controls by either the United States or
foreign governments. Such risks generally depend on economic and political
events over which Citicorp has no control. In recent years, rates of
exchange between the U.S. dollar and certain foreign currencies have been
highly volatile, and significant volatility may be expected in the future.
Fluctuations in any particular exchange rate that have occurred in the past
are not necessarily indicative, however, of fluctuations in the rate that
may occur during the term of any Foreign Currency Security. Changes in the
exchange rate of the relevant foreign currency applicable to a Foreign
Currency Security against the U.S. dollar would generally result in changes
in the U.S. dollar-equivalent market value of the Security.
PLAN OF DISTRIBUTION
Securities may be offered and sold by 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, and offers and sales of Securities
may include secondary market transactions by affiliates of Citicorp. The
applicable Prospectus Supplement will set forth the terms of the offering
to which such Prospectus Supplement relates, including the name or names of
any underwriters or agents, the public offering or purchase price, 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, any commissions allowed or paid to
agents, and the securities exchanges, if any, on which such Securities will
be listed. Dealer trading may take place in certain of the Securities,
including Securities not listed on any securities exchange. Direct sales
may be made on a national securities exchange or otherwise.
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. Any initial public
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<PAGE>
offering price and any discounts or concessions allowed or reallowed
or paid to dealers may be changed from time to time. 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.
Each underwriter and agent participating in the distribution of any
Euro-Notes will agree that it will not offer, sell or deliver, directly or
indirectly, such Notes, in connection with the sale thereof during the
restricted period, in the United States or to United States persons, with
certain limited exceptions. See "Limitations on Issuance of Euro-Notes."
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 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 subsidiaries of Citicorp in connection with offers and
sales related to secondary market transactions. 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 Rule
2720 of the Conduct Rules of the National Association of Securities
Dealers, Inc. (the "NASD") regarding underwriting securities of an
affiliate. No NASD member participating in offers and sales 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.
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. Mr. Dietz
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.
EXPERTS
The consolidated financial statements of Citicorp and subsidiaries
included in Citicorp's Annual Report and Form 10-K for 1996 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, 1996
financial statements refers to the fact that in 1994 Citicorp adopted
Statement of Financial Accounting Standards ("SFAS") No. 112, "Employers'
Accounting for Postemployment Benefits," and SFAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities."
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Alternate Pages for
Convertible Debt/Warrants
Prospectus
PROSPECTUS
CITICORP
Senior Notes
Subordinated Notes
Warrants
This Prospectus may be used in connection with the offering of
Citicorp's unsecured debt securities, which may be either senior (the
"Senior Notes") or subordinated (the "Subordinated Notes" and together with
the Senior Notes, the "Notes"), and warrants (the "Warrants") entitling the
holder to purchase from Citicorp or sell to Citicorp, or to receive from
Citicorp the cash value of the right to purchase or sell, Notes, shares of
Citicorp's preferred stock ("Preferred Stock"), depositary shares
("Depositary Shares") or common stock ("Common Stock"), other securities,
securities indices or currencies or composite currencies. The Notes and
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 one or more supplements to this
Prospectus (together, the "Prospectus Supplement"). To the extent described
in the Prospectus Supplement, the Notes may be convertible or exchangeable,
at the option of the holder or Citicorp, into Common Stock or other
securities of Citicorp or another issuer.
The Senior Notes will rank equally with all other unsecured and
unsubordinated indebtedness of Citicorp. The Subordinated Notes will be
subordinate to all existing and future Senior Indebtedness (as defined
herein). See "Description of Notes."
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 SECURITIES OFFERED HEREBY ARE NOT DEPOSITS OR SAVINGS ACCOUNTS BUT ARE
UNSECURED DEBT OBLIGATIONS OR WARRANTS OF CITICORP AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
The date of this Prospectus is July 22, 1997
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The specific terms of each series of Securities offered pursuant to
this Prospectus will be set forth in the applicable Prospectus Supplement,
which in each case will identify any underwriters or agents for the
Securities being offered thereby and their compensation, and the public
offering or purchase price.
The Prospectus Supplement will also include the following: (a) in the
case of any series of Notes, the aggregate principal amount offered, the
rate and time of payment of interest, if any, the authorized denominations,
the currency or composite currency, if not the U.S. dollar, in which
payments are to be made, the maturity, priority, premium, if any, any terms
for redemption or conversion at the option of Citicorp or the holder, and
any mandatory or optional sinking fund or analogous provisions and (b) in
the case of Warrants, the number offered, the exercise price, the duration,
the currency or composite currency, index or security relating to each
Warrant, and the procedures and conditions for the exercise of the
Warrants.
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.
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 or 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 such offered Securities less such
commissions or discounts and other attributable issuance and distribution
expenses. 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 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 a Prospectus Supplement is also delivered. The delivery of this
Prospectus together with a Prospectus Supplement relating to particular
Securities shall not constitute an offer in any jurisdiction of any of the
other Securities covered by this Prospectus.
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.
2
<PAGE>
DESCRIPTION OF WARRANTS
Citicorp may issue, together with any other series of Securities
offered or separately, Warrants entitling the holder to purchase from or
sell to Citicorp, or to receive from Citicorp the cash value of the right
to purchase or sell, Notes, shares of Preferred Stock, Depositary Shares or
Common Stock, other securities, securities indices, currencies or composite
currencies. The Warrants are to be issued under Warrant Agreements (each a
"Warrant Agreement") to be entered into between Citicorp and Citibank or
another warrant agent (the "Warrant Agent"), all as set forth in the
applicable Prospectus Supplement relating to the particular issue of
Warrants. Copies of the forms of Warrant Agreement, including the forms of
Warrant Certificates representing the Warrants (the "Warrant
Certificates"), are filed as exhibits to the Registration Statement of
which this Prospectus forms a part.
In the case of each series of Warrants, the applicable Prospectus
Supplement will describe the terms of the Warrants being offered thereby,
including the following, if applicable: (i) the offering price; (ii) the
currencies in which such Warrants are being offered; (iii) the number of
Warrants offered; (iv) the securities, securities indices, currencies or
composite currencies underlying the Warrants, (v) the exercise price, the
procedures for exercise of the Warrants and the circumstances, if any, that
will cause the Warrants to be deemed to be automatically exercised; (vi)
the date on which the right to exercise the Warrants shall commence and the
date on which such right shall expire; (vii) U.S. federal income tax
consequences; and (viii) other terms of the Warrants.
Warrants may be exercised at the appropriate office of the Warrant
Agent or any other office indicated in the applicable Prospectus
Supplement. Prior to the exercise of Warrants entitling the holder to
purchase any securities, holders of such Warrants will not have any of the
rights of holders of the securities purchasable upon such exercise and will
not be entitled to payments made to holders of such securities.
The Warrant Agreements may be amended or supplemented without the
consent of the holders of the Warrants issued thereunder to effect changes
that are not inconsistent with the provisions of the Warrants and that do
not adversely affect the interests of the holders of the Warrants.
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PROSPECTUS
Citicorp
Preferred Stock and Depositary Shares
Common Stock
This Prospectus may be used in connection with the offering of shares
of Citicorp's preferred stock (the"Preferred Stock"), which may be
represented by depositary shares (the "Depositary Shares"), and shares of
its common stock, par value $1.00 per share (the "Common Stock"). The
Preferred Stock, Depositary Shares and Common Stock (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 one or more supplements to this Prospectus (together, the
"Prospectus Supplement"). Pursuant to the terms of the Registration
Statement of which this Prospectus forms a part, Citicorp's senior notes or
subordinated notes (together, "Notes") and other securities may also be
offered under the Registration Statement.
The specific terms of each offering of Securities made pursuant to
this Prospectus will be set forth in the applicable Prospectus Supplement,
which in each case will identify the selling security holders (if not
Citicorp), any underwriters or agents for the Securities being offered
thereby and their compensation, and the public offering or purchase price.
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 or composite currency, if not the U.S. dollar, in which
dividends and liquidation preference will be denominated, voting rights,
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 or into other securities of Citicorp
or another issuer and (b) 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 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 date of this Prospectus is July 22, 1997
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The Securities may be offered by Citicorp or by other selling security
holders 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 or underwriter is involved in the sale of the Securities
offered hereby, 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 or the selling security holders from such sale
will be the purchase price of the Securities less such commissions or
discounts and other attributable issuance and distribution expenses. 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 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 a Prospectus Supplement is also delivered. The delivery of this
Prospectus together with a Prospectus Supplement relating to particular
Securities shall not constitute an offer in any jurisdiction of any of the
other Securities covered by this Prospectus.
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.
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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, proxy statements and other information
with the Commission. Reports, proxy statements and other information
concerning Citicorp can be inspected and copied at prescribed rates at the
Commission's Public Reference Room, Judiciary Plaza, 450 Fifth Street,
Northwest, Washington, D.C. 20549, as well as the following Regional
Offices of the Commission: 7 World Trade Center, New York, New York 10048;
and Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661.
Copies of such material may be obtained by mail from the Commission's
Public Reference Section at prescribed rates. If available, such reports
and other information may also be accessed through the Commission's
electronic data gathering, analysis and retrieval system ("EDGAR") via
electronic means, including the Commission's web site on the Internet
(http://www.sec.gov). Such reports, proxy statements and other information
may also be inspected at the offices of the New York Stock Exchange, the
American Stock Exchange, the Chicago 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, 1996, filed pursuant to Section 13 of the Exchange Act;
(2) Financial Review and Form 10-Q for the quarter ended March
31, 1997, filed pursuant to Section 13 of the Exchange Act;
(3) Current Reports on Form 8-K dated January 21, 1997, April 15,
1997 and July 15, 1997, 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
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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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. 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. In determining
whether and to what extent to pay dividends, each bank subsidiary must also
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.
Citicorp also derives dividends from its non-bank subsidiaries. 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 that policy, Citicorp may be required to
commit resources to its subsidiary banks in circumstances where it might
not otherwise do so.
Because Citicorp is a holding company, its rights and the rights of
its creditors and stockholders, including the holders of the Securities, 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.
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. Unless otherwise
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indicated in the applicable Prospectus Supplement, Citicorp will not
receive any proceeds of the sale of Securities by other selling security
holders.
RATIOS OF INCOME TO FIXED CHARGES INCLUDING PREFERRED STOCK DIVIDENDS
For the six months ended June 30, 1997 and fiscal years ended December
31, 1996, 1995, 1994, 1993 and 1992, Citicorp's consolidated ratios of
income to fixed charges including preferred stock dividends, computed as
set forth below, were as follows:
Six
Months
Ended
June 30, Year Ended December 31,
1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
Income to Fixed Charges:
Excluding Interest on Deposits 2.66 2.51 2.05 1.63 1.35 1.16
Including Interest on Deposits 1.48 1.45 1.37 1.26 1.14 1.06
For purposes of computing the consolidated ratio of income to fixed
charges including preferred stock dividends, income represents net income,
before extraordinary items 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.
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").
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
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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 dividends will be cumulative
or noncumulative, (3) whether or not the shares of the series will be
redeemable or convertible at the option of the holder or Citicorp and the
terms thereof, (4) the amount per share payable on the shares of the series
in case of the 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. Unless stated
otherwise in the applicable Prospectus Supplement, holders of Preferred
Stock will have no right to subscribe for any other securities that may be
issued by Citicorp.
In addition, as described under "Description of Depositary Shares"
below, the shares of Preferred Stock may be offered as 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.
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 the liquidation, dissolution or winding
up of Citicorp. 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
rights, preferences and limitations as the Board of Directors or any duly
authorized committee thereof (including the Stock Committee) shall
determine, all without further action of the holders of the Preferred Stock
or any other stockholders.
Citibank will be the transfer agent, dividend disbursing agent and
registrar for the shares of 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 and Citicorp's Restated Certificate of Incorporation, as
amended. Prior to the issuance of a series of Preferred Stock the
resolutions set forth in the Certificate of Designations will be adopted by
the Board of Directors or the Stock Committee and such Certificate of
Designations will then be filed with the Secretary of State of the State of
Delaware.
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Dividends
Holders of shares of 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 Cumulative
Preferred Stock will be cumulative from the date of original issue of such
series and will be 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 (or, in the case of the
initial dividend period, the date of issuance of the Preferred Stock) 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 any 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
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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). Unless
otherwise specified in the Prospectus Supplement, 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 the
actual number of days elapsed in any period of less than one month.
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, 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 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, with prior Federal Reserve Board approval
to the extent then required by applicable law, at any time or from time to
time on not less than 30 and not more than 60 days' notice, redeem any
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 will be decided
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), dividends will cease to
accrue on the shares of Preferred Stock called for redemption, such shares
will no longer be deemed to be outstanding and all rights of the holders
thereof (except the right to receive the redemption price) will 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)
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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 outlined above, to elect
two directors at the next annual meeting of stockholders.
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 Certificate of Designations designating such Preferred
Stock and the powers, preferences and privileges, relative, participating,
optional or other special
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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
If so described in the applicable Prospectus Supplement, shares of a
series of Preferred Stock may be convertible at the option of the holder or
Citicorp into Common Stock or other securities of Citicorp or another
issuer ("Convertible Preferred Stock"), on the terms and conditions
described in the Prospectus Supplement.
DESCRIPTION OF DEPOSITARY SHARES
General
Citicorp may, at its option, elect to issue 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, Citibank or another depositary selected by
Citicorp (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 the
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.
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
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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 appropriate office of
the Depositary (unless the related Depositary Shares have previously been
called for redemption), the holder of the Depositary Shares evidenced
thereby will be 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 redemption 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 Convertible Preferred Stock underlying
Depositary Shares, a holder of Depositary Receipts may participate in the
conversion, and will receive the proceeds of any conversion effected at the
option of Citicorp, 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. If
less than all the Depositary Shares are to be converted at the option of
Citicorp, the Depositary Shares to be converted will be selected by lot or
pro rata as may be determined by the Depositary.
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
number of shares 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
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Depositary in order to enable the Depositary to do so. The Depositary will
abstain from voting shares of the Preferred Stock to the extent that 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) the holders of
Depositary Receipts representing not less than two-thirds of the Depositary
Shares outstanding have consented to the termination.
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 related series of Preferred Stock and any redemption of such
Preferred Stock. Holders of Depositary Receipts will be liable for 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.
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.
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.
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.
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DESCRIPTION OF COMMON STOCK
Citicorp has 800,000,000 authorized shares of Common Stock, par value
$1.00 per share. In addition, Citicorp is authorized 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. 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, 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
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 a majority of shares present in person or represented
by proxy at a 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). Certain extraordinary corporate actions also must be adopted by
the holders of a majority of the outstanding voting shares.
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 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
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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 registrar for the Common Stock is Citibank, and
the co-transfer agents and co-registrars for the Common Stock are The First
National Bank of Chicago, First Interstate Bank of California and Montreal
Trust Company.
PLAN OF DISTRIBUTION
Securities may be offered and sold by Citicorp or by other selling
security holders 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 or other selling security
holders may be affiliates of Citicorp, and offers and sales of Securities
may include secondary market transactions by 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, the public offering or
purchase price of such Securities, the net proceeds to Citicorp or the
security holders 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, and the securities exchanges, if any, on which such Securities will
be listed. Dealer trading may take place in certain of the Securities,
including Securities not listed on any securities exchange. Direct sales of
Securities may be made on a national securities exchange or otherwise.
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. Any offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time. If so indicated in the applicable Prospectus
Supplement, Citicorp will authorize underwriters or agents to solicit
offers 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 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 subsidiaries of Citicorp in connection with offers and
sales related to secondary market transactions. 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 Rule
2720 of the Conduct Rules of the National Association of Securities
Dealers, Inc. (the "NASD") regarding underwriting securities of an
affiliate. No NASD member participating in offers and sales 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 and its subsidiaries in
the ordinary course of business.
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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. Mr. Dietz
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.
EXPERTS
The consolidated financial statements of Citicorp and subsidiaries
included in Citicorp's Annual Report and Form 10-K for 1996 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, 1996
financial statements, refers to the fact that in 1994 Citicorp adopted
Statement of Financial Accounting Standards ("SFAS") No. 112, "Employers'
Accounting for Postemployment Benefits" and SFAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities."
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PROSPECTUS
Citicorp
Subordinated Debt Securities
Citicorp Capital III
Citicorp Capital IV
Citicorp Capital V
Citicorp Capital VI
Citicorp Capital VII
Citicorp Capital VIII
Citicorp Capital IX
Capital Securities
fully and unconditionally guaranteed by
Citicorp
Citicorp ("Citicorp" or the "Company"), a Delaware corporation, may
from time to time offer its subordinated debentures, notes or other
evidence of indebtedness (the "Subordinated Debt Securities") in one or
more series and in amounts, at prices and on terms to be determined at the
time of the offering. The Subordinated Debt Securities when issued will be
unsecured obligations of the Company. The Company's obligations under the
Subordinated Debt Securities will be subordinate and junior in right of
payment to certain other indebtedness, as may be described in an
accompanying Prospectus Supplement (the "Prospectus Supplement").
Each of the trusts identified above (each, a "Trust"), each a
statutory business trust formed under the laws of the State of Delaware,
may offer, from time to time, preferred securities, representing undivided
beneficial interests in the assets of the respective Trust ("Capital
Securities"). The payment of periodic cash distributions ("distributions")
with respect to Capital Securities of each of the Trusts out of moneys held
by each of the Trusts, and payment on liquidation, redemption or otherwise
with respect to such Capital Securities, will be guaranteed by Citicorp to
the extent described herein (each a "Capital Securities Guarantee"). See
"Description of the Capital Securities Guarantees" below. Citicorp's
obligations under the Capital Securities Guarantees are subordinate and
junior in right of payment to all other liabilities of Citicorp and rank
pari passu with the most senior preferred stock, if any, issued from time
to time by Citicorp. Subordinated Debt Securities may be issued and sold
from time to time in one or more series to a Trust, or a trustee of such
Trust, in connection with the investment of the proceeds from the offering
of Capital Securities and Common Securities (as defined herein, together
the "Trust Securities") of such Trust. The Subordinated Debt Securities
purchased by a Trust may be subsequently distributed pro rata to holders of
Capital Securities and Common Securities in connection with the dissolution
of such Trust upon the occurrence of certain events as may be described in
an accompanying Prospectus Supplement. Citicorp's obligations under the
Capital Securities Guarantees, taken together with its obligations under
the Subordinated Debt Securities, the Indenture and the Declarations (each
as defined herein), will provide a full and unconditional guarantee on a
subordinated basis by Citicorp of payments due on the Capital Securities.
The Subordinated Debt Securities and the Capital Securities and the related
Capital Securities Guarantees and other related obligations of Citicorp are
sometimes collectively referred to hereafter as the "Offered Securities."
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Specific terms of the Subordinated Debt Securities of any series or
the Capital Securities of any Trust, the terms of which will substantially
mirror the terms of the Subordinated Debt Securities held by the Trust, in
respect of which this prospectus (the "Prospectus") is being delivered will
be set forth in a Prospectus Supplement with respect to such securities,
which will describe, without limitation and where applicable, the
following: (i) in the case of Subordinated Debt Securities, the specific
designation, aggregate principal amount, denomination, maturity, premium,
if any, any exchange, conversion, redemption provisions, if any, interest
rate (which may be fixed or variable), if any, the time and method of
calculating interest payments, if any, dates on which premium, if any, and
interest, if any, will be payable, the right of Citicorp, if any, to defer
payment of interest on the Subordinated Debt Securities and the maximum
length of such deferral period, the initial public offering price,
subordination terms, and any listing on a securities exchange and other
specific terms of the offering; and (ii) in the case of Capital Securities,
the designation, number of securities, liquidation preference per security,
initial public offering price, any listing on a securities exchange,
distribution rate (or method of calculation thereof), dates on which
distributions shall be payable and dates from which distributions shall
accrue, any voting rights, terms for any conversion or exchange into other
securities, any redemption, exchange or sinking fund provisions, any other
rights, preferences, privileges, limitations or restrictions relating to
the Capital Securities and the terms upon which the proceeds of the sale of
the Capital Securities shall be used to purchase a specific series of
Subordinated Debt Securities of Citicorp.
The Offered Securities may be offered in amounts, at prices and on
terms to be determined at the time of offering. The Prospectus Supplement
relating to any series of Offered Securities will contain information
concerning the United States federal income tax considerations applicable
to purchasers of the Offered Securities.
Citicorp and/or each of the Trusts may sell the Offered Securities
directly, through agents designated from time to time, or through
underwriters or dealers. See "Plan of Distribution" below. If any agents of
Citicorp and/or any Trust or any underwriters or dealers are involved in
the sale of the Offered Securities, the names of such agents, underwriters
or dealers and any applicable commissions and discounts will be set forth
in any related Prospectus Supplement.
This Prospectus and related Prospectus Supplements may be used by
direct or indirect subsidiaries of Citicorp in connection with offers and
sales related to secondary market transactions in the Offered 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 a Prospectus Supplement is also delivered. The delivery of this
Prospectus together with a Prospectus Supplement relating to particular
offered Securities shall not constitute an offer in any jurisdiction of any
of the other Offered Securities covered by this Prospectus.
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.
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THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
The date of this Prospectus is July 22, 1997
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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.
AVAILABLE INFORMATION
This Prospectus constitutes a part of a combined Registration
Statement on Form S-3 (together with all amendments and exhibits thereto,
the "Registration Statement") filed by Citicorp and the Trusts with the
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to the Offered
Securities and other securities. This Prospectus does not contain all of
the information set forth in such Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission, although it does include a summary of the material terms of the
Indenture and the Declaration of Trust (each as defined herein). Reference
is made to such Registration Statement and to the exhibits relating thereto
for further information with respect to the Company, the Trusts and the
Offered Securities. Any statements contained herein concerning the
provisions of any document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission or incorporated by
reference herein are not necessarily complete, and, in each instance,
reference is made to the copy of such document so filed for a more complete
description of the matter involved. Each such statement is qualified in its
entirety by such reference.
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, proxy statements and other information
with the Commission. Reports, proxy statements and other information
concerning Citicorp can be inspected and copied at prescribed rates at the
Commission's Public Reference Room, Judiciary Plaza, 450 Fifth Street,
Northwest, Washington, D.C. 20549, as well as the following Regional
Offices of the Commission: 7 World Trade Center, New York, New York 10048;
and Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661.
Copies of such material may be obtained by mail from the Commission's
Public Reference Section at prescribed rates. If available, such reports
and other information may also be accessed through the Commission's
electronic data gathering, analysis and retrieval system ("EDGAR") via
electronic means, including the Commission's web site on the Internet
(http://www.sec.gov). Such reports, proxy statements and other information
may also be inspected at the offices of the New York Stock Exchange, the
American Stock Exchange, the Chicago Stock Exchange and the Pacific Stock
Exchange.
No separate financial statements of any of the Trusts have been
included herein. Citicorp does not consider that such financial statements
would be material to holders of the Capital Securities because (i) all of
the voting securities of each of the Trusts will be owned, directly or
indirectly, by Citicorp, a reporting company under the Exchange Act, (ii)
each of the Trusts has no independent operations but exists for the sole
purpose of issuing securities representing undivided beneficial interests
in the assets of such Trust and investing the proceeds thereof in
Subordinated Debt Securities issued by Citicorp, and (iii) Citicorp's
obligations described herein and in any accompanying Prospectus Supplement
to provide certain indemnities in respect of and be responsible for certain
costs, expenses, debts and liabilities of each Trust under the Indenture
and any supplemental indenture thereto and pursuant to the Declarations of
each Trust, the guarantee issued with respect to Capital Securities issued
by that Trust, the Subordinated Debt Securities purchased by that Trust and
the related Indenture, taken together, constitute a full and unconditional
guarantee of payments due on the Capital Securities. See "Description of
the Subordinated Debt Securities" and "Description of the Capital
Securities Guarantees."
The Trusts are expected to be exempt from the information reporting
requirements of the Exchange Act.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Citicorp pursuant
to Section 13 of the Exchange Act are incorporated by reference in this
Prospectus:
(a) Annual Report and Form 10-K for the fiscal year ended December 31,
1996;
(b) Financial Review and Form 10-Q for the quarter ended March 31,
1997; and
(c) Current Reports on Form 8-K dated January 21, 1997, April 15, 1997
and July 15, 1997.
All documents filed by Citicorp pursuant to Sections 13(a), 13(c), 14
or 15(d) of Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Offered Securities shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained
in this Prospectus or in a document incorporated or deemed to be
incorporated by reference herein or in any Prospectus Supplement shall be
deemed to be modified or superseded for purposes of this Prospectus or any
Prospectus Supplement to the extent that a statement contained herein or
therein (or in any subsequently filed document that also is or is deemed to
be incorporated by reference herein or therein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Prospectus or any Prospectus Supplement.
Citicorp will provide without charge to each person to whom a copy of
this Prospectus has been delivered, upon the written or oral request of
such person, a copy of any or all of the documents referred to above which
have been or may be incorporated by reference herein (other than exhibits
to such documents unless such exhibits are specifically incorporated by
reference in such documents). Requests for such copies should be directed
to Citicorp, 399 Park Avenue, New York, New York 10043, Attention: Investor
Relations Department, (212) 559-2718.
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. 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. In determining
whether and to what extent to pay dividends, each bank subsidiary must also
consider the effect of dividend payments on applicable risk-based capital
and leverage ratio requirements as well as policy statements of the federal
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regulatory agencies that indicate that banking organizations should
generally pay dividends out of current operating earnings.
Citicorp also derives dividends from its non-bank subsidiaries. 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 that policy, Citicorp may be required to
commit resources to its subsidiary banks in circumstances where it might
not otherwise do so.
Because Citicorp is a holding company, its rights and the rights of
its creditors and stockholders, including the holders of the Securities, 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.
CITICORP RATIOS OF INCOME TO FIXED CHARGES
For the six months ended June 30, 1997 and fiscal years ended December
31, 1996, 1995, 1994, 1993 and 1992, Citicorp's consolidated ratios of
income to fixed charges, computed as set forth below, were as follows:
Six
Months
Ended
June 30, Year Ended December 31,
1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
Income to Fixed Charges:
Excluding Interest on Deposits 2.84 2.69 2.31 1.76 1.44 1.24
Including Interest on Deposits 1.50 1.48 1.42 1.31 1.18 1.09
For purposes of computing the consolidated ratio of income to fixed
charges, income represents net income, before extraordinary items and
cumulative effects of accounting changes, plus income taxes and fixed
charges. Fixed charges, excluding interest on deposits, represent interest
expense (except interest paid on deposits) and the interest factor included
in rents. Fixed charges, including interest on deposits, represent all
interest expense and the interest factor included in rents.
USE OF PROCEEDS
Each Trust will use the proceeds of the sale of the Capital Securities
to acquire Subordinated Debt Securities from Citicorp. Citicorp intends to
apply the net proceeds from the sale of the Subordinated Debt 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
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subsidiaries will depend upon their funding requirements and the
availability of other funds to Citicorp and its subsidiaries. In
considering whether Capital Securities should be offered, and the amount of
any offering, Citicorp will take into account statements of the Board of
Governors of the Federal Reserve System, Citicorp's primary banking
regulator, to the effect that such securities may qualify as Tier I
capital, as well as the federal income tax treatment of the Subordinated
Debt Securities and the Capital Securities and the cost of alternative
sources of Tier I capital and other funding.
THE TRUSTS
Each of the Trusts is a statutory business trust formed under Delaware
law pursuant to (i) a separate declaration of trust executed by the
Company, as sponsor for such trust (the "Sponsor") and the Trustees (as
defined herein) for such trust and (ii) the filing of a certificate of
trust with the Delaware Secretary of State. Each declaration will be
amended and restated in its entirety (each, as so amended and restated, a
"Declaration") before the issuance of the Capital Securities. Each Trust
exists for the exclusive purposes of (i) issuing the Capital Securities and
common securities representing undivided beneficial interests in the assets
of such Trust (the "Common Securities" and, together with the Capital
Securities, the "Trust Securities"), (ii) investing the gross proceeds of
the Trust Securities in the Subordinated Debt Securities, and (iii)
engaging in only those other activities necessary or incidental thereto.
The Declaration will provide that no amendments that adversely affect the
holders of a class of Trust Securities may be effected without the consent
of a majority in liquidation amount of the outstanding Trust Securities of
such class. All of the Common Securities will be directly or indirectly
owned by the Company. The Common Securities will rank pari passu, and
payments will be made thereon pro rata, with the Capital Securities except
that upon an event of default under the Declaration, the rights of the
holders of the Common Securities to payment in respect of distributions and
payments upon liquidation, redemption and otherwise will be subordinated to
the rights of the holders of the Capital Securities. The Company will,
directly or indirectly, acquire Common Securities in an aggregate
liquidation amount equal to approximately 3 percent of the total capital of
each Trust. Each Trust has a term of approximately 55 years, but may
earlier terminate as provided in the Declaration. Each Trust's business and
affairs will be conducted by the trustees (the "Trustees") appointed by the
Company, as the direct or indirect holder of all the Common Securities. The
holder of the Common Securities will be entitled to appoint, remove or
replace any of, or increase or reduce the number of, the Trustees of a
Trust, subject to certain restrictions. The duties and obligations of the
Trustees shall be governed by the Declaration of such Trust. Each Trust
will have one or more Trustees who are employees or officers of or
affiliated with the Company (the "Regular Trustees"). One Trustee of each
Trust will be a financial institution which will be unaffiliated with the
Company and which shall act as institutional trustee and as indenture
trustee for purposes of the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), pursuant to the terms set forth in a Prospectus
Supplement (the "Institutional Trustee"). In addition, unless the
Institutional Trustee maintains its principal place of business in the
State of Delaware, and otherwise meets the requirements of applicable law,
one Trustee of each Trust will have its principal place of business or
reside in the State of Delaware (the "Delaware Trustee"). The Company will
pay all fees and expenses related to the Trusts and the offering of Trust
Securities, the payment of which will be guaranteed by the Company. The
office of the Delaware Trustee for each Trust in the State of Delaware, and
its principal place of business, is Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890.
DESCRIPTION OF THE SUBORDINATED DEBT SECURITIES
Subordinated Debt Securities may be issued from time to time in one or
more series under an Indenture (the "Indenture"), between the Company and
Wilmington Trust Company, as Trustee (the "Debt Trustee"). As used herein,
the term "Indenture" includes any supplemental indenture under which a
particular class of Subordinated Debt Securities may be issued. The terms
of the Subordinated Debt Securities will include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture
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Act. The following summary of the material terms does not purport to
be complete and is subject in all respects to the provisions of, and is
qualified in its entirety by reference to, the Indenture, which is filed as
an exhibit to the Registration Statement of which this Prospectus forms a
part, and the Trust Indenture Act. Whenever particular provisions or
defined terms in the Indenture are referred to herein, such provisions or
defined terms are incorporated by reference herein. Section and Article
references used herein are references to provisions of the Indenture unless
otherwise noted.
General
The Subordinated Debt Securities will be unsecured, subordinated
obligations of the Company. The Indenture does not limit the aggregate
principal amount of Subordinated Debt Securities which may be issued
thereunder and provides that the Subordinated Debt Securities may be issued
from time to time in one or more series. The Subordinated Debt Securities
are issuable in one or more series pursuant to an indenture supplemental to
the Indenture or a resolution of the Company's Board of Directors (each, a
"Supplemental Indenture").
In the event Subordinated Debt Securities are issued to a Trust or a
trustee of such trust in connection with the issuance of Trust Securities
by such Trust, such Subordinated Debt Securities subsequently may be
distributed pro rata to the holders of such Trust Securities in connection
with the dissolution of such Trust upon the occurrence of certain events
described in the Prospectus Supplement relating to such Trust Securities.
Only one series of Subordinated Debt Securities will be issued to a Trust
or a trustee of such trust in connection with the issuance of Trust
Securities by such Trust.
Reference is made to the Prospectus Supplement relating to the
particular Subordinated Debt Securities being offered thereby for the
following terms: (1) the designation of such Subordinated Debt Securities;
(2) the aggregate principal amount of such Subordinated Debt Securities;
(3) the percentage of their principal amount at which, and the
denominations in which, such Subordinated Debt Securities will be issued;
(4) the date or dates on which such Subordinated Debt Securities will
mature and the right, if any, to extend or shorten such date or dates; (5)
the rate or rates, if any, per annum, at which such Subordinated Debt
Securities will bear interest, or the method of determination of such rate
or rates; (6) the date or dates from which such interest shall accrue, the
interest payment dates on which such interest will be payable or the manner
of determination of such interest payment dates and the record dates for
the determination of holders to whom interest is payable on any such
interest payment dates; (7) the right, if any, to extend the interest
payment periods and the maximum duration of such extension; (8) the period
or periods, if any, within which, the price or prices at which, and the
terms and conditions upon which such Subordinated Debt Securities may be
redeemed, converted or exchanged in whole or in part; (9) the form of such
Subordinated Debt Securities; and (10) any other specific terms of the
Subordinated Debt Securities. Principal, premium, if any, and interest, if
any, will be payable, and the Subordinated Debt Securities offered hereby
will be transferable, at the corporate trust office of the Debt Trustee in
New York, New York, provided that payment of interest, if any, may be made
at the option of the Company by check mailed to the address of the person
entitled thereto as it appears in the Security Register.
If a Prospectus Supplement specifies that a series of Subordinated
Debt Securities is denominated in a currency or currency unit other than
United States dollars, such Prospectus Supplement shall also specify the
denomination in which such Subordinated Debt Securities will be issued and
the coin or currency in which the principal, premium, if any, and interest,
if any, on such Subordinated Debt Securities will be payable, which may be
United States dollars based upon the exchange rate for such other currency
or currency unit existing on or about the time a payment is due.
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The covenants contained in the Indenture would not necessarily afford
protection to holders of the Subordinated Debt Securities in the event of a
decline in credit quality resulting from takeovers, recapitalization or
similar restructurings.
Form, Exchange, Registration, Transfer and Payment
Unless otherwise specified in the applicable Prospectus Supplement,
the Subordinated Debt Securities will be issued in fully registered form
without coupons and in denominations of $1,000 and multiples of $1,000. No
service charge will be made for any transfer or exchange of the
Subordinated Debt Securities, but the Company or the Debt Trustee may
require payment of a sum sufficient to cover any tax or other government
charge payable in connection therewith.
Unless otherwise provided in the applicable Prospectus Supplement,
principal and premium, if any, or interest, if any, will be payable and the
Subordinated Debt Securities may be surrendered for payment or transferred
at the offices of the Debt Trustee as paying and authenticating agent,
provided that payment of interest on registered securities may be made at
the option of the Company by check mailed to the address of the person
entitled thereto as it appears in the Security Register.
Book-Entry Subordinated Debt Securities
The Subordinated Debt Securities of a series may be issued in whole or
in part in the form of one or more global certificates ("Global
Securities") that will be deposited with, or on behalf of, a depositary
(the "Global Depositary"), or its nominee, identified in the Prospectus
Supplement relating to such series. In such a case, one or more Global
Securities will be issued in a denomination or aggregate denomination equal
to the portion of the aggregate principal amount of Outstanding
Subordinated Debt Securities of the series to be represented by such Global
Security or Securities. Unless and until it is exchanged in whole or in
part for Subordinated Debt Securities in definitive registered form, a
Global Security may not be registered for transfer or exchange except as a
whole by the Global Depositary for such Global Security to a nominee for
such Global Depositary and except in the circumstances described in the
applicable Prospectus Supplement.
The terms of the depositary arrangement with respect to any portion of
a series of Subordinated Debt Securities to be represented by a Global
Security and a description of the Global Depositary will be provided in the
applicable Prospectus Supplement.
Subordination
The Subordinated Debt Securities will be unsecured obligations of the
Company and will be subordinated and junior in right of payment to certain
other indebtedness of the Company to the extent set forth in the applicable
Prospectus Supplement.
Certain Covenants of the Company
Securities Issued to a Trust. If Subordinated Debt Securities are
issued to a Trust or a trustee of such trust in connection with the
issuance of Trust Securities by such Trust and (i) there shall have
occurred any event that would constitute an Event of Default (as defined
herein) or (ii) the Company shall be in default with respect to its payment
of any obligations under the related Capital Securities Guarantee, then (a)
the Company shall not declare or pay any dividend on, make any
distributions with respect to, or redeem, purchase, acquire for value or
make a liquidation payment with respect to, any of its capital stock (other
than (x) purchases or acquisitions of shares of Citicorp Common Stock in
connection with the satisfaction by Citicorp of its obligations under any
employee benefit plans or any other contractual obligation of Citicorp
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(other than a contractual obligation ranking pari passu with or junior
in right of payment to the Subordinated Debt Securities) entered into prior
to the issuance of the Subordinated Debt Securities, (y) as a result of a
reclassification of Citicorp capital stock or the exchange or conversion of
one class or series of Citicorp capital stock for another class or series
of Citicorp capital stock or (z) the purchase of fractional interests in
shares of Citicorp capital stock pursuant to the conversion or exchange
provisions of such Citicorp capital stock or the security being converted
or exchanged), and (b) the Company shall not make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
securities issued by the Company that rank pari passu with or junior in
right of payment to such Subordinated Debt Securities.
If Subordinated Debt Securities are issued to a Trust or a trustee of
such trust in connection with the issuance of Trust Securities by such
Trust and the Company shall have given notice of its election to defer
payments of interest on such Subordinated Debt Securities by extending the
interest payment period as provided in the Indenture and such period, or
any extension thereof, shall be continuing, then (a) subject to certain
limited exceptions, the Company shall not declare or pay any dividend on,
make any distributions with respect to, or redeem, purchase, acquire for
value or make a liquidation payment with respect to, any of its capital
stock, and (b) the Company shall not make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
securities issued by the Company which rank pari passu with or junior in
right of payment to such Subordinated Debt Securities.
In the event Subordinated Debt Securities are issued to a Trust or a
trustee of such trust in connection with the issuance of Trust Securities
of such Trust, for so long as such Trust Securities remain outstanding, the
Company will covenant (i) to directly or indirectly maintain 100 percent
ownership of the Common Securities of such Trust; provided, however, that
any permitted successor of the Company under the Indenture may succeed to
the Company's ownership of such Common Securities, (ii) to use its
reasonable efforts to cause such Trust (a) to remain a statutory business
trust, except in connection with the distribution of Subordinated Debt
Securities to the holders of Trust Securities in liquidation of such Trust,
the redemption of all of the Trust Securities of such Trust, or certain
mergers, consolidations or amalgamations, each as permitted by the
Declaration of such Trust, and (b) to continue not to be classified as an
association taxable as a corporation or a partnership for United States
federal income tax purposes, (iii) to use its reasonable efforts to cause
each holder of Trust Securities to be treated as owning an undivided
beneficial interest in the Subordinated Debt Securities and (iv) if at any
time the Trust or the Institutional Trustee shall be required to pay any
taxes, duties, assessments or governmental charges of whatever nature
(other than withholding taxes) imposed by the United States or any other
taxing authority, to pay as additional interest such additional amounts as
shall be required so that the net amounts received and retained by the
Trust or the Institutional Trustee after paying any such taxes, duties,
assessments or other governmental charges will be not less than the amounts
the Trust would have received had no such taxes, duties, assessments or
other governmental charges been imposed.
Limitation on Mergers and Sales of Assets
The Company shall not consolidate with, or merge into, any corporation
or convey or transfer its properties and assets substantially as an
entirety to any Person unless (a) the successor entity shall be a
corporation organized under the laws of any domestic or foreign
jurisdiction and shall expressly assume the obligations of the Company
under the Indenture and (b) after giving effect thereto, no Event of
Default shall have occurred and be continuing under the Indenture.
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Events of Default, Waiver and Notice
The Indenture provides than any one or more of the following described
events which has occurred and is continuing constitutes an "Event of
Default" with respect to each series of Subordinated Debt Securities:
(a) default for 30 days in payment of any interest on the Subordinated
Debt Securities of that series, including any Additional Interest in
respect thereof, when due; provided, however, that a valid extension of the
interest payment period by the Company shall not constitute a default in
the payment of interest for this purpose; or
(b) default in payment of principal and premium, if any, on the
Subordinated Debt Securities of that series when due either at maturity,
upon redemption, by declaration or otherwise; provided, however, that a
valid extension of the maturity of such Subordinated Debt Securities shall
not constitute a default for this purpose; or
(c) default by the Company in the performance of any other of the
covenants or agreements in the Indenture which shall not have been remedied
for a period of 90 days after notice; or
(d) certain events of bankruptcy, insolvency or reorganization of the
Company; or
(e) in the event Subordinated Debt Securities are issued to a Trust or
a trustee of such Trust in connection with the issuance of Trust Securities
by such Trust, the voluntary or involuntary dissolution, winding-up or
termination of such Trust, except in connection with the distribution of
Subordinated Debt Securities to the holders of Trust Securities in
liquidation of such Trust, the redemption of all of the Trust Securities of
such Trust, or certain mergers, consolidations or amalgamations, each as
permitted by the Declaration of such Trust.
The Indenture provides that the Debt Trustee may withhold notice to
the holders of a series of Subordinated Debt Securities (except in payment
of principal or of interest or premium on the Subordinated Debt Securities)
if the Trustee considers it in the interest of such holders to do so.
The Indenture provides that, (a) if an Event of Default due to the
default in the payment of principal, interest or premium, if any, on any
series of Subordinated Debt Securities shall have occurred and be
continuing, either the Debt Trustee or the holders of 25 percent in
principal amount of the Subordinated Debt Securities of all series affected
thereby then outstanding may declare the principal of all such Subordinated
Debt Securities to be due and payable immediately, and (b) if an Event of
Default resulting from default in the performance of any other of the
covenants or agreements in the Indenture or certain events of bankruptcy,
insolvency and reorganization of the Company shall have occurred and be
continuing, either the Debt Trustee or the holders of 25 percent in
principal amount of all Subordinated Debt Securities then outstanding
(treated as one class) may declare the principal of all Subordinated Debt
Securities to be due and payable immediately, but upon certain conditions
such declarations may be annulled and past defaults may be waived (except
defaults in payment of principal of or interest or premium on the
Subordinated Debt Securities) by the holders of a majority in principal
amount of the Subordinated Debt Securities of such series (or of all
series, as the case may be) then outstanding.
The holders of a majority in principal amount of the Subordinated Debt
Securities of any and all series affected and then outstanding shall have
the right, subject to certain restrictions, to direct the time, method and
place of conducting any proceeding for any remedy available to the Debt
Trustee under the Indenture, provided that the holders of the Subordinated
Debt Securities shall have offered to the Debt
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Trustee reasonable indemnity against expenses and liabilities. The
Indenture requires the annual filing by the Company with the Debt Trustee
of a certificate as to the absence of certain defaults under the Indenture.
Modification of the Indenture
The Indenture contains provisions permitting the Company and the Debt
Trustee, with the consent of the holders of not less than a majority in
principal amount of the Subordinated Debt Securities of all series affected
by such modification at the time outstanding, to modify the Indenture or
any supplemental indenture or the rights of the holders of the Subordinated
Debt Securities; provided that no such modification shall (i) extend the
fixed maturity of any Security, or reduce the principal amount thereof
(including in the case of a discounted Security the amount payable thereon
in the event of acceleration or the amount provable in bankruptcy) or any
redemption premium thereon, or reduce the rate or extend the time of
payment of interest thereon, or make the principal of, or interest or
premium on, the Subordinated Debt Securities payable in any coin or
currency other than that provided in the Subordinated Debt Securities, or
impair or affect the right of any holder of Subordinated Debt Securities to
institute suit for the payment thereof or the right of prepayment, if any,
at the option of the holder, without the consent of the holder of each
Security so affected, or (ii) reduce the aforesaid percentage of
Subordinated Debt Securities the consent of the holders of which is
required for any such modification without the consent of the holders of
each Security affected.
Defeasance and Discharge
The Indenture provides that the Company, at the Company's option: (a)
will be discharged from any and all obligations in respect of the
Subordinated Debt Securities of a series (except for certain obligations to
register the transfer or exchange of Subordinated Debt Securities, replace
stolen, lost or mutilated Subordinated Debt Securities, maintain paying
agencies and hold moneys for payment in trust) or (b) need not comply with
certain restrictive covenants of the Indenture (including those described
under "Certain Covenants of the Company"), in each case if the Company
deposits, in trust with the Debt Trustee or the Defeasance Agent, money or
U.S. Government Obligations which through the payment of interest thereon
and principal thereof in accordance with their terms will provide money, in
an amount sufficient to pay all the principal (including any mandatory
sinking fund payments) of, and interest and premium, if any, on, the
Subordinated Debt Securities of such series on the dates such payments are
due in accordance with the terms of such Subordinated Debt Securities, and
if certain other conditions are met. To exercise any such option, the
Company is required to deliver to the Debt Trustee and the Defeasance
Agent, if any, an opinion of counsel to the effect that (i) the deposit and
related defeasance would not cause the holders of the Subordinated Debt
Securities of such series to recognize income, gain or loss for U.S.
federal income tax purposes and, in the case of a Discharge pursuant to
clause (a), such opinion shall be accompanied by a private letter ruling to
the effect received by Citicorp from the United States Internal Revenue
Service or a revenue ruling pertaining to a comparable form of transaction
to the effect published by the United States Internal Revenue Service, and
(ii) if listed on any national securities exchange, such Subordinated Debt
Securities would not be delisted from such exchange as a result of the
exercise of such option.
Governing Law
The Indenture and the Subordinated Debt Securities will be governed
by, and construed in accordance with, the laws of the State of New York.
The Debt Trustee
The Company or its affiliates maintain certain accounts and other
banking relationships with the Debt Trustee and its affiliates.
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Proposed Tax Legislation
Prospective investors should be aware that the Clinton administration
has previously proposed legislation that, if enacted, would deny corporate
issuers a deduction for interest in respect of certain debt obligations
that have a maximum term in excess of 15 years and are not shown as
indebtedness on the issuer's applicable consolidated balance sheet and
would also deny issuers an interest deduction on any debt instruments with
a weighted average maturity of greater than 40 years. No such proposals are
currently pending in Congress, but there can be no assurance that similar
legislation will not be enacted in the future or that other legislation
enacted after the date hereof will not adversely affect the ability of the
Company to deduct the interest payable on the Subordinated Debt Securities.
Accordingly, there can be no assurance that a Tax Event will not occur. See
"Description of the Capital Securities--Tax Event Redemption or
Distribution".
DESCRIPTION OF THE CAPITAL SECURITIES
Each Trust may issue, from time to time, only one series of Capital
Securities having terms described in the Prospectus Supplement relating
thereto. The Declaration of each Trust authorizes the Regular Trustees of
such Trust to issue on behalf of such Trust one series of Capital
Securities. The Declaration will be qualified as an indenture under the
Trust Indenture Act. The Capital Securities will have such terms, including
distributions, redemption, voting, liquidation rights and such other
preferred, deferred or other special rights or such restrictions as shall
be set forth in the Declaration or made part of the Declaration by the
Trust Indenture Act and which will substantially mirror the terms of the
Subordinated Debt Securities held by the Trust and described in the
Prospectus Supplement relating thereto. Reference is made to the Prospectus
Supplement relating to the Capital Securities of the Trust for specific
terms, including (i) the distinctive designation of such Capital
Securities; (ii) the number of Capital Securities issued by such Trust;
(iii) the annual distribution rate (or method of determining such rate) for
Capital Securities issued by such Trust and the date or dates upon which
such distributions shall be payable; (iv) whether distributions on Capital
Securities issued by such Trust shall be cumulative, and, in the case of
Capital Securities having such cumulative distribution rights, the date or
dates or method of determining the date or dates from which distributions
on Capital Securities issued by such Trust shall be cumulative; (v) the
amount or amounts which shall be paid out of the assets of such Trust to
the holders of Capital Securities of such Trust upon voluntary or
involuntary dissolution, winding-up or termination of such Trust; (vi) the
obligation, if any, of such Trust to purchase or redeem Capital Securities
issued by such Trust and the price or prices at which, the period or
periods within which, and the terms and conditions upon which, Capital
Securities issued by such Trust shall be purchased or redeemed, in whole or
in part, pursuant to such obligation; (vii) the voting rights, if any, of
Capital Securities issued by such Trust in addition to those required by
law, including the number of votes per Capital Security and any requirement
for the approval by the holders of Capital Securities, or of Capital
Securities issued by one or more Trusts, or of both, as a condition to
specified action or amendments to the Declaration of such Trust; (viii) the
terms and conditions, if any, upon which the Subordinated Debt Securities
may be distributed to holders of Capital Securities; (ix) if applicable,
any securities exchange upon which the Capital Securities shall be listed;
and (x) any other relevant rights, preferences, privileges, limitations or
restrictions of Capital Securities issued by such Trust not inconsistent
with the Declaration of such Trust or with applicable law. Pursuant to the
Indenture, for as long as Subordinated Debt Securities are held by a Trust,
any amendment to the Indenture that would require the consent of a majority
of the holders of Subordinated Debt Securities or all such holders will
require the consent of a majority in liquidation amount of the Trust
Securities of such Trust or all holders of such Trust Securities,
respectively. Unless otherwise specified in the applicable Prospectus
Supplement, a redemption of Subordinated Debt Securities will result in a
redemption of a corresponding amount of Trust Securities. Citicorp's
obligations under the Capital Securities Guarantees, taken together with
its obligations under the Subordinated Debt Securities, the Indenture and
the Declarations, will provide a full and unconditional
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guarantee on a subordinated basis by Citicorp of payments due on the
Capital Securities. Certain United States federal income tax considerations
applicable to any offering of Capital Securities will be described in the
Prospectus Supplement relating thereto.
In connection with the issuance of Capital Securities, each Trust will
issue one series of Common Securities. The Declaration of each Trust
authorizes the Regular Trustees of such trust to issue on behalf of such
Trust one series of Common Securities having such terms including
distributions, redemption, voting, liquidation rights or such restrictions
as shall be set forth therein. Except for voting rights, the terms of the
Common Securities issued by a Trust will be substantially identical to the
terms of the Capital Securities issued by such trust and the Common
Securities will rank pari passu, and payments will be made thereon pro
rata, with the Capital Securities except that, upon an event of default
under the Declaration, the rights of the holders of the Common Securities
to payment in respect of distributions and payments upon liquidation,
redemption and otherwise will be subordinated to the rights of the holders
of the Capital Securities. Except in certain limited circumstances, the
Common Securities will also carry the right to vote to appoint, remove or
replace any of the Trustees of a Trust. All of the Common Securities of
each Trust will be directly or indirectly owned by the Company.
Enforcement of Certain Rights by Holders of Capital Securities
If an Event of Default under the Declaration of a Trust occurs and is
continuing, then the holders of Capital Securities of such Trust would rely
on the enforcement by the Institutional Trustee of its rights as a holder
of the applicable series of Subordinated Debt Securities against the
Company. In addition, the holders of a majority in liquidation amount of
the Capital Securities of such Trust will have the right to direct the
time, method and place of conducting any proceeding for any remedy
available to the Institutional Trustee or to direct the exercise of any
trust or power conferred upon the Institutional Trustee under the
applicable Declaration, including the right to direct the Institutional
Trustee to exercise the remedies available to it as a holder of the
Subordinated Debt Securities. If the Institutional Trustee fails to enforce
its rights under the applicable series of Subordinated Debt Securities, a
holder of Capital Securities of such Trust may institute a legal proceeding
directly against the Company to enforce the Institutional Trustee's rights
under the applicable series of Subordinated Debt Securities without first
instituting any legal proceeding against the Institutional Trustee or any
other person or entity. Notwithstanding the foregoing, if an Event of
Default under the applicable Declaration has occurred and is continuing and
such event is attributable to the failure of the Company to pay interest or
principal on the applicable series of Subordinated Debt Securities on the
date such interest or principal is otherwise payable (or in the case of
redemption, on the redemption date), then a holder of Capital Securities of
such Trust may directly institute a proceeding for enforcement of payment
to such holder of the principal of or interest on the applicable series of
Subordinated Debt Securities having a principal amount equal to the
aggregate liquidation amount of the Capital Securities of such holder (a
"Direct Action") on or after the respective due date specified in the
applicable series of Subordinated Debt Securities. In connection with such
Direct Action, the Company will be subrogated to the rights of such holder
of Capital Securities under the applicable Declaration to the extent of any
payment made by the Company to such holder of Capital Securities in such
Direct Action.
DESCRIPTION OF THE CAPITAL SECURITIES GUARANTEES
Set forth below is a summary of information concerning the Capital
Securities Guarantees which will be executed and delivered by Citicorp for
the benefit of the holders from time to time of Capital Securities. Each
Capital Securities Guarantee will be qualified as an indenture under the
Trust Indenture Act. Wilmington Trust Company will act as indenture trustee
under each Capital Securities Guarantee for purposes of the Trust Indenture
Act (the "Capital Guarantee Trustee"). The terms of each Capital Securities
Guarantee will be those set forth in such Capital Securities Guarantee and
those made part of such Capital
14
<PAGE>
Securities Guarantee by the Trust Indenture Act. This summary of the
material terms of the Capital Securities Guarantees does not purport to be
complete and is subject in all respects to the provisions of, and is
qualified in its entirety by reference to, the form of Capital Securities
Guarantee, which is filed as an exhibit to the Registration Statement of
which this Prospectus forms a part, and the Trust Indenture Act. Each
Capital Securities Guarantee will be held by the Capital Guarantee Trustee
for the benefit of the holders of the Capital Securities of the applicable
Trust.
General
Pursuant to each Capital Securities Guarantee, the Company will
irrevocably agree, to the extent set forth therein, to pay in full, to the
holders of the Capital Securities issued by a Trust, the Guarantee Payments
(as defined herein) (except to the extent paid by such Trust), as and when
due, regardless of any defense, right of set-off or counterclaim which such
Trust may have or assert. The following payments with respect to Capital
Securities issued by a Trust to the extent not paid by such Trust (the
"Guarantee Payments"), will be subject to the Capital Securities Guarantee
thereon (without duplication): (i) any accrued and unpaid distributions
which are required to be paid on such Capital Securities, to the extent
such Trust shall have funds available therefor; (ii) the redemption price,
including all accrued and unpaid distributions to the date of payment (the
"Redemption Price"), to the extent such Trust has funds available therefor
with respect to any Capital Securities called for redemption by such Trust
and (iii) upon a voluntary or involuntary dissolution, winding-up or
termination of such Trust (other than in connection with the distribution
of Subordinated Debt Securities to the holders of Capital Securities or the
redemption of all of the Capital Securities), the lesser of (a) the
aggregate of the liquidation amount and all accrued and unpaid
distributions on such Capital Securities to the date of payment, to the
extent such Trust has funds available therefor and (b) the amount of assets
of such Trust remaining available for distribution to holders of such
Capital Securities in liquidation of such Trust. The redemption price and
liquidation amount will be fixed at the time the Capital Securities are
issued. The Company's obligation to make a Guarantee Payment may be
satisfied by direct payment of the required amounts by the Company to the
holders of Capital Securities or by causing the applicable Trust to pay
such amounts to such holders.
Each Capital Securities Guarantee will not apply to any payment of
distributions except to the extent such Trust shall have funds available
therefor. If the Company does not make interest payments on the
Subordinated Debt Securities purchased by a Trust, such Trust will not pay
distributions on the Capital Securities issued by such Trust and will not
have funds available therefor. See "Description of the Subordinated Debt
Securities -- Certain Covenants of the Company." The Capital Securities
Guarantees, when taken together with the Company's obligations under the
Subordinated Debt Securities, the Indenture and the Declarations, including
its obligations in the Indenture to pay costs, expenses, debts and
liabilities of such Trust (other than with respect to the Trust
Securities), will provide a full and unconditional guarantee on a
subordinated basis by the Company of payments due on the Capital
Securities.
The Company has also agreed separately to irrevocably guarantee the
obligations of the Trusts with respect to the Common Securities (the
"Common Securities Guarantees") to the same extent as the Capital
Securities Guarantees, except that upon an Event of Default under the
Indenture, holders of Capital Securities shall have priority over holders
of Common Securities with respect to distributions and payments on
liquidation, redemption or otherwise.
Certain Covenants of the Company
In each Capital Securities Guarantee, the Company will covenant that,
so long as any Capital Securities issued by the applicable Trust remain
outstanding, if there shall have occurred any event that would constitute
an event of default under such Capital Securities Guarantee or the
Declaration of such
15
<PAGE>
Trust, then (a) the Company shall not declare or pay any dividend on, make
any distributions with respect to, or redeem, purchase, acquire for value
or make a liquidation payment with respect to, any of its capital stock
(other than (i) purchases or acquisitions of shares of Citicorp Common
Stock in connection with the satisfaction by Citicorp of its obligations
under any employee benefit plans or any other contractual obligation of
Citicorp (other than a contractual obligation ranking pari passu with or
junior in right of payment to the Subordinated Debt Securities issued to
the related Trust) entered into prior to issuance of the Subordinated Debt
Securities, (ii) as a result of a reclassification of Citicorp capital
stock or the exchange or conversion of one class or series of Citicorp
capital stock for another class or series of Citicorp capital stock or
(iii) the purchase of fractional interests in shares of Citicorp capital
stock pursuant to the conversion or exchange provisions of such Citicorp
capital stock or the security being converted or exchanged) and (b) the
Company shall not make any payment of interest, principal or premium, if
any, on or repay, repurchase or redeem any debt securities issued by the
Company which rank pari passu with or junior in right of payment to such
Subordinated Debt Securities.
Modification of the Capital Securities Guarantees; Assignment
Except with respect to any changes which do not adversely affect the
rights of holders of Capital Securities (in which case no vote will be
required), each Capital Securities Guarantee may be amended only with the
prior approval of the holders of not less than a majority in liquidation
amount of the outstanding Capital Securities issued by the applicable
Trust. The manner of obtaining any such approval of holders of such Capital
Securities will be as set forth in an accompanying Prospectus Supplement.
All guarantees and agreements contained in a Capital Securities Guarantee
shall bind the successors, assigns, receivers, trustees and representatives
of the Company and shall inure to the benefit of the holders of the Capital
Securities of the applicable Trust then outstanding.
Termination
Each Capital Securities Guarantee will terminate as to the Capital
Securities issued by the applicable Trust (a) upon full payment of the
Redemption Price of all Capital Securities of such Trust, (b) upon
distribution of the Subordinated Debt Securities held by such Trust to the
holders of the Capital Securities of such Trust or (c) upon full payment of
the amounts payable in accordance with the Declaration of such Trust upon
liquidation of such Trust. Each Capital Securities Guarantee will continue
to be effective or will be reinstated, as the case may be, if at any time
any holder of Capital Securities issued by the applicable Trust must
restore payment of any sums paid under such Capital Securities or such
Capital Securities Guarantee.
Events of Default
An event of default under a Capital Securities Guarantee will occur
upon the failure of the Company to perform any of its payment or other
obligations thereunder.
The holders of a majority in liquidation amount of the Capital
Securities relating to such Capital Securities Guarantee have the right to
direct the time, method and place of conducting any proceeding for any
remedy available to the Capital Guarantee Trustee in respect of the Capital
Securities Guarantee or to direct the exercise of any trust or power
conferred upon the Capital Guarantee Trustee under such Capital Securities
Guarantee. If the Capital Guarantee Trustee fails to enforce such Capital
Securities Guarantee, any holder of Capital Securities relating to such
Capital Securities Guarantee may institute a legal proceeding directly
against the Company to enforce the Capital Guarantee Trustee's rights under
such Capital Securities Guarantee, without first instituting a legal
proceeding against the relevant Trust, the Capital Guarantee Trustee or any
other person or entity. Notwithstanding the foregoing, if the Company has
failed to make a
16
<PAGE>
guarantee payment, a holder of Capital Securities may directly
institute a proceeding against the Company for enforcement of the Capital
Securities Guarantee for such payment. The Company waives any right or
remedy to require that any action be brought first against such Trust or
any other person or entity before proceeding directly against the Company.
Status of the Capital Securities Guarantees
The Capital Securities Guarantees will constitute unsecured
obligations of the Company and will rank (i) subordinate and junior in
right of payment to all other liabilities of the Company, (ii) pari passu
with the most senior preferred or preference stock now or hereafter issued
by the Company and with any guarantee now or hereafter entered into by
Citicorp in respect of any preferred or preference stock of any affiliate
of the Company, and (iii) senior to the Company's common stock. The terms
of the Capital Securities provide that each holder of Capital Securities
issued by the applicable Trust by acceptance thereof agrees to the
subordination provisions and other terms of the Capital Securities
Guarantee relating thereto.
The Capital Securities Guarantees will constitute a guarantee of
payment and not of collection (that is, the guaranteed party may institute
a legal proceeding directly against the guarantor to enforce its rights
under the Capital Securities Guarantee without instituting a legal
proceeding against any other person or entity).
Information Concerning the Capital Guarantee Trustee
The Capital Guarantee Trustee, prior to the occurrence of a default
with respect to a Capital Securities Guarantee, undertakes to perform only
such duties as are specifically set forth in such Capital Securities
Guarantee and, after default, shall exercise the same degree of care as a
prudent individual would exercise in the conduct of his or her own affairs.
Subject to such provisions, the Capital Guarantee Trustee is under no
obligation to exercise any of the powers vested in it by a Capital
Securities Guarantee at the request of any holder of Capital Securities,
unless offered reasonable indemnity against the costs, expenses and
liabilities which might be incurred thereby.
The Company or its affiliates maintain certain accounts and other
banking relationships with the Capital Guarantee Trustee and its
affiliates.
Governing Law
The Capital Securities Guarantees will be governed by and construed in
accordance with the laws of the State of New York.
EFFECT OF OBLIGATIONS UNDER THE
SUBORDINATED DEBT SECURITIES AND THE CAPITAL SECURITIES GUARANTEE
As set forth in the Declaration, the sole purpose of each of the
Trusts is to issue the Trust Securities evidencing undivided beneficial
interests in the assets of each of the Trusts, and to invest the proceeds
from such issuance and sale in the Subordinated Debt Securities.
As long as payments of interest and other payments are made when due
on the Subordinated Debt Securities, such payments will be sufficient to
cover distributions and payments due on the Trust Securities because of the
following factors: (i) the aggregate principal amount of Subordinated Debt
Securities will be equal to the sum of the aggregate stated liquidation
amount of the Trust Securities; (ii) the interest rate and the interest and
other payment dates on the Subordinated Debt Securities will match the
distribution rate
17
<PAGE>
and distribution and other payment dates for the Capital Securities; (iii)
Citicorp shall pay all, and the applicable Trust shall not be obligated to
pay, directly or indirectly, all costs, expenses, debts, and obligations of
the applicable Trust (other than with respect to the Trust Securities); and
(iv) the Declaration further provides that the Citicorp Trustees shall not,
and shall not cause or permit the applicable Trust to, among other things,
engage in any activity that is not consistent with the purposes of the
applicable Trust.
Payments of distributions (to the extent funds therefor are available)
and other payments due on the Capital Securities (to the extent funds
therefor are available) are guaranteed by Citicorp as and to the extent set
forth under "Description of the Capital Securities Guarantees." If Citicorp
does not make interest payments on the Subordinated Debt Securities
purchased by the applicable Trust, it is expected that the applicable Trust
will not have sufficient funds to pay distributions on the Capital
Securities. The Capital Securities Guarantee does not apply to any payment
of distributions unless and until the applicable Trust has sufficient funds
for the payment of such distributions. The Capital Securities Guarantee
covers the payment of distributions and other payments on the Capital
Securities only if and to the extent that Citicorp has made a payment of
interest or principal on the Subordinated Debt Securities held by the
applicable Trust as its sole asset. The Capital Securities Guarantees, when
taken together with Citicorp's obligations under the Subordinated Debt
Securities and the Indenture and its obligations under the Declarations,
including its obligations in the Indenture to pay costs, expenses, debts
and liabilities of the applicable Trust (other than with respect to the
Trust Securities), provide a full and unconditional guarantee on a
subordinated basis by Citicorp of amounts payable on the Capital
Securities.
Notwithstanding the foregoing, if Citicorp fails to make interest or
other payments on the Subordinated Debt Securities when due (taking account
of any Extension Period described in any Prospectus Supplement), or if any
other Event of Default occurs under the Indenture, the Declaration provides
a mechanism whereby the holders of the Capital Securities, using the
procedures described in "Description of the Capital Securities --
Book-Entry Only Issuance -- The Depository Trust Company" and "-- Voting
Rights" in any accompanying Prospectus Supplement, may direct the
Institutional Trustee to enforce its rights under the Subordinated Debt
Securities. If the Institutional Trustee fails to enforce its rights under
the Subordinated Debt Securities, a holder of Capital Securities may
institute a legal proceeding against Citicorp to enforce the Institutional
Trustee's rights under the Subordinated Debt Securities without first
instituting any legal proceeding against the Institutional Trustee or any
other person or entity. Notwithstanding the foregoing, if an event of
default under the Declaration (a "Declaration Event of Default") has
occurred and is continuing and such event is attributable to the failure of
Citicorp to pay interest or principal on the Subordinated Debt Securities
on the date such interest or principal is otherwise payable (or in the case
of redemption on the redemption date), then a holder of Capital Securities
may institute a Direct Action for payment on or after the respective due
date specified in the Subordinated Debt Securities. In connection with such
Direct Action, Citicorp will be subrogated to the rights of such holder of
Capital Securities under the Declaration to the extent of any payment made
by Citicorp to such holder of Capital Securities in such Direct Action.
Citicorp, under the Capital Securities Guarantee, acknowledges that the
Guarantee Trustee shall enforce the Capital Securities Guarantee on behalf
of the holders of the Capital Securities. If Citicorp fails to make
payments under the Capital Securities Guarantee, the Capital Securities
Guarantee provides a mechanism whereby the holders of the Capital
Securities may direct the Guarantee Trustee to enforce its rights
thereunder. Any holder of Capital Securities may institute a legal
proceeding directly against Citicorp to enforce the Guarantee Trustee's
rights under the Capital Securities Guarantee without first instituting a
legal proceeding against the applicable Trust, the Guarantee Trustee, or
any other person or entity.
PLAN OF DISTRIBUTION
Citicorp may sell the Subordinated Debt Securities and any Trust may
sell Capital Securities in any of, or any combination of, the following
ways: (i) directly to purchasers, (ii) through agents and (iii) through
18
<PAGE>
underwriters or dealers. Such underwriters, dealers or agents may be
affiliates of Citicorp, and offers or sales of such securities may include
secondary market transactions by affiliates of Citicorp.
Offers to purchase Offered Securities may be solicited directly by
Citicorp and/or any Trust, as the case may be, or by agents designated by
Citicorp and/or any Trust, as the case may be, from time to time. Any such
agent, who may be deemed to be an underwriter as that term is defined in
the Securities Act, involved in the offer or sale of the Offered Securities
in respect of which this Prospectus is delivered will be named, and any
commissions payable by Citicorp to such agent will be set forth, in the
Prospectus Supplement. Unless otherwise indicated in the Prospectus
Supplement, any such agency will be acting on a best efforts basis for the
period of its appointment (ordinarily five business days or less). Agents,
dealers and underwriters may be customers of, engage in transactions with,
or perform services for the Company in the ordinary course of business.
If an underwriter or underwriters are utilized in the sale, Citicorp
will execute an underwriting agreement with such underwriters at or prior
to the time of sale to them and the names of the underwriters and the terms
of the transaction will be set forth in the Prospectus Supplement, which
will be used by the underwriters to make releases of the Offered Securities
in respect of which this Prospectus is delivered to the public.
If a dealer is utilized in the sale of the Offered Securities in
respect of which this Prospectus is delivered, Citicorp and/or any Trust,
as the case may be, will sell such Offered Securities to the dealer, as
principal. The dealer may then resell such Offered Securities to the public
at varying prices to be determined by such dealer at the time of resale.
The name of the dealer and the terms of the transaction will be set forth
in the Prospectus Supplement.
Agents, underwriters, and dealers may be entitled under the relevant
agreements to indemnification by Citicorp and/or any Trust, as the case may
be, against certain liabilities, including liabilities under the Securities
Act.
This Prospectus and related Prospectus Supplement may be used by
direct or indirect subsidiaries of Citicorp in connection with offers and
sales related to secondary market transactions. Such subsidiaries may act
as principal or agent in such transactions. Such sales may 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 Offered Securities will comply with the requirements
of Rule 2720 of the Conduct Rules of the National Association of Securities
Dealers, Inc. (the "NASD") regarding underwriting securities of the
affiliate. No NASD member participating in offers and sales 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.
VALIDITY OF SECURITIES
Certain matters of Delaware law relating to the validity of the
Capital Securities will be passed upon on behalf of the Trusts by Morris,
Nichols, Arsht & Tunnell, special Delaware counsel to the Trusts. The
validity of the Subordinated Debt Securities and the Capital Securities
Guarantee and certain matters relating thereto will be passed upon for
Citicorp by Stephen E. Dietz, an Associate General Counsel of Citibank,
N.A.
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<PAGE>
Mr. Dietz 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.
EXPERTS
The consolidated financial statements of Citicorp and subsidiaries
included in Citicorp's Annual Report and Form 10-K for 1996 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, 1996
financial statements, refers to the fact that in 1994 Citicorp adopted
Statement of Financial Accounting Standards ("SFAS") No. 112, "Employers'
Accounting for Postemployment Benefits" and SFAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities."
20
<PAGE>
FORM OF PROSPECTUS SUPPLEMENT
PROSPECTUS SUPPLEMENT
(To Prospectus dated _____________)
$---------
Citicorp Capital [III]
_____% Capital Securities
(Liquidation Amount $1,000 per Capital Security)
fully and unconditionally guaranteed by
Citicorp
-------------
The ____% Capital Securities (the "Capital Securities") offered hereby
represent preferred undivided beneficial interests in the assets of
Citicorp Capital [III], a statutory business trust formed under the laws of
the State of Delaware (the "Trust"). Citicorp, a Delaware corporation
("Citicorp" or the "Company"), will own all the common securities (the
"Common Securities" and, together with the Capital Securities, the "Trust
Securities") representing undivided beneficial interests in the assets of
the Trust. The Trust exists for the sole purpose of issuing the Trust
Securities and investing the proceeds thereof in an equivalent amount of
_____% Junior Subordinated Deferrable Interest Debentures due ____________
(the "Subordinated Debt Securities") of Citicorp. The Subordinated Debt
Securities and the Capital Securities in respect of which this Prospectus
Supplement is being delivered are referred to herein as the "Offered
Securities." The Subordinated Debt Securities will be unsecured obligations
of Citicorp and will be subordinate and junior in right of payment to all
Senior Indebtedness of Citicorp, as described herein. Upon an event of
default under the Declaration (as defined herein), the holders of Capital
Securities will have a preference over the holders of the Common Securities
with respect to payments in respect of distributions and payments upon
redemption, liquidation and otherwise. Payments of distributions on the
Capital Securities may be deferred at any time for up to 10 consecutive
semiannual periods. In addition, Citicorp will have the right to redeem the
Subordinated Debt Securities at any time on or after _____________ and,
prior to that date, to redeem the Subordinated Debt Securities or to cause
the distribution of the Subordinated Debt Securities to the holders of
Capital Securities upon the occurrence of certain events. See "Special
Considerations" on page ___.
(continued on next page)
--------------------
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.
THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
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<PAGE>
================================================================================
Initial Public Underwriting Proceeds to Trust
Offering Price (1) Commission (2) (3)(4)
- --------------------------------------------------------------------------------
Per Capital Security $_______ (3) $________
- --------------------------------------------------------------------------------
Total $_______ (3) $________
================================================================================
(1) Plus accrued distributions, if any, from ___________.
(2) The Trust and Citicorp have agreed to indemnify the several
Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933, as amended. See "Underwriting."
(3) Because the proceeds of the sale of the Capital Securities will be
invested in the Subordinated Debt Securities, Citicorp has agreed to
pay to the Underwriters as compensation (the "Underwriters'
Compensation") for their arranging the investment therein of such
proceeds $____ per Capital Security (or $_______ in the aggregate).
See "Underwriting."
(4) Expenses of the offering, which are payable by Citicorp, are estimated
to be $________.
---------------------
The Capital Securities offered hereby are offered severally by the
Underwriters, as specified herein, subject to receipt and acceptance by
them and subject to their right to reject any order in whole or in part. It
is expected that delivery of the Capital Securities will be made only in
book-entry form through the facilities of The Depository Trust Company on
or about ________________.
---------------------
---------------------
The date of this Prospectus Supplement is ____________.
2
<PAGE>
(continued from previous page)
Holders of the Capital Securities are entitled to receive cumulative
cash distributions at an annual rate of _____% of the liquidation amount of
$1,000 per Capital Security, accruing from the date of original issuance
and payable semiannually in arrears on ______ and ________ of each year,
commencing ________ ("distributions"). The payment of distributions out of
moneys held by the Trust and payments on liquidation of the Trust or the
redemption of Capital Securities, as set forth below, are guaranteed by
Citicorp (the "Guarantee") to the extent described herein and under
"Description of the Capital Securities Guarantees" in the accompanying
Prospectus. The Guarantee covers payments of distributions and other
payments on the Capital Securities only if and to the extent that the Trust
has funds available therefor, which will not be the case unless Citicorp
has made a payment of interest or principal or other payments on the
Subordinated Debt Securities held by the Trust as its sole asset. The
Guarantee, when taken together with Citicorp's obligations under the
Subordinated Debt Securities and the Indenture (as defined herein) and its
obligations under the Declaration (as defined herein), including its
undertaking to pay all costs, expenses, debts and other obligations of the
Trust (other than with respect to the Trust Securities), provide a full and
unconditional guarantee of amounts due on the Capital Securities. The
obligations of Citicorp under the Guarantee are subordinate and junior in
right of payment to all other liabilities of Citicorp and rank pari passu
with the most senior preferred stock issued from time to time, if any, by
Citicorp.
The distribution rate and the distribution payment date and other
payment dates for the Capital Securities will correspond to the interest
rate and interest payment date and other payment dates on the Subordinated
Debt Securities, which will be the sole assets of the Trust. As a result,
if principal or interest is not paid on the Subordinated Debt Securities,
no amounts will be paid on the Capital Securities. If Citicorp does not
make principal or interest payments on the Subordinated Debt Securities,
the Trust will not have sufficient funds to make distributions on the
Capital Securities, in which event, the Guarantee will not apply to such
distributions until the Trust has sufficient funds available therefor.
So long as no Event of Default has occurred and is continuing under
the Indenture, Citicorp has the right to defer payments of interest on the
Subordinated Debt Securities by extending the interest payment period on
the Subordinated Debt Securities at any time and from time to time for up
to 10 consecutive semiannual interest periods (each, an "Extension
Period"), provided that no Extension Period may extend beyond the Maturity
Date (as defined below). If interest payments are so deferred,
distributions on the Capital Securities will also be deferred. During such
Extension Period, distributions will continue to accrue with interest
thereon (to the extent permitted by applicable law) at an annual rate of
____% per annum compounded semiannually, and holders of Capital Securities
will be required to include deferred interest income in their gross income
for United States federal income tax purposes in advance of receipt of the
cash distributions with respect to such deferred interest payments. There
could be multiple Extension Periods of varying lengths of up to 10
consecutive semiannual interest periods each throughout the term of the
Subordinated Debt Securities. See "Description of the Subordinated Debt
Securities--Option to Extend Interest Payment Period" and "United States
Federal Income Taxation--Interest and Original Issue Discount."
The Subordinated Debt Securities will mature on ___________. The
Subordinated Debt Securities are redeemable by Citicorp, in whole or in
part, from time to time, on or after ___________, and earlier in certain
circumstances upon the occurrence of a Tax Event or a Regulatory Capital
Event (each as defined herein). Prior to any such redemption, Citicorp will
obtain any required regulatory approvals. If Citicorp redeems Subordinated
Debt Securities, the Trust must redeem Trust Securities having an aggregate
liquidation amount equal to the aggregate principal amount of the
Subordinated Debt Securities so redeemed at the Redemption Price (as
defined herein). See "Description of the Capital Securities--Redemption."
The Capital Securities will be redeemed upon maturity of the Subordinated
Debt Securities. In addition, upon
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<PAGE>
the occurrence of a Tax Event or a Regulatory Capital Event, unless
the Subordinated Debt Securities are redeemed in the limited circumstances
described herein, the Trust may be dissolved, with the result that the
Subordinated Debt Securities will be distributed to the holders of the
Capital Securities in lieu of any cash distribution. See "Description of
the Capital Securities--Tax Event Redemption or Distribution" and
"--Regulatory Capital Event Redemption or Distribution."
In the event of the involuntary or voluntary dissolution, winding-up
or termination of the Trust, the holders of the Capital Securities will be
entitled to receive for each Capital Security, out of assets of the Trust
available therefor, a liquidation amount of $1,000 plus accrued and unpaid
distributions thereon (including interest thereon) to the date of payment,
unless, in connection with such dissolution, the Subordinated Debt
Securities are distributed to the holders of the Capital Securities. See
"Description of the Capital Securities-- Liquidation Distribution Upon
Dissolution."
The Capital Securities will be represented by one or more global
certificates registered in the name of the Depository Trust Company ("DTC")
or its nominee. Beneficial interests in the Capital Securities will be
shown on, and transfers thereof will be effected only through, records
maintained by participants in DTC. Except as described herein, Capital
Securities will not be issued in certificated form. See "Description of the
Capital Securities--Book-Entry Only Issuance--The Depository Trust
Company."
- ---------------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
SECURITIES OFFERED HEREBY AT LEVELS ABOVE THOSE THAT MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING TRANSACTIONS, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
4
<PAGE>
CAPITALIZATION OF CITICORP
The following table sets forth the consolidated capitalization of
Citicorp as of __________ (and as adjusted to give effect to the issuance
of the Capital Securities).
Outstanding As Adjusted
----------- -----------
(In millions)
Long-Term Debt:
Various Obligations With Original Maturities
of One Year or More
Guaranteed Preferred Beneficial Interests in
Citicorp Subordinated Debt(a)
----------- -----------
Total Long-Term Debt
----------- -----------
Stockholders' Equity:
Preferred Stock
Authorized Shares: 50,000,000
Issued Shares:
______ of $100 per share, ______ of $250 per
share and _______ of $500 per share
Common Stock ($1.00 par value)
Authorized Shares: 800,000,000
Issued Shares:
Surplus
Retained Earnings
Net Unrealized Gains-Securities Available for Sale
Foreign Currency Translation
Common Stock in Treasury, at cost
Shares:
----------- -----------
Total Stockholders' Equity
----------- -----------
Total
----------- -----------
- ----------
(a) The Guaranteed Preferred Beneficial Interests represent interests in
Citicorp Capital [ ], whose sole asset[s] [is][are] $___ million aggregate
principal amount of Citicorp's ______% Junior Subordinated Deferrable
Interest Debentures due ____ and, with respect to the "As Adjusted" column,
interests in Citicorp Capital [ ], a trust whose sole asset will be
approximately $_____ million aggregate principal amount of Citicorp's
______% Junior Subordinated Deferrable Interest Debentures due _______.
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SPECIAL CONSIDERATIONS
Prospective purchasers of Capital Securities should carefully review
the information contained elsewhere in this Prospectus Supplement and in
the accompanying Prospectus and should particularly consider the following
matters.
Ranking of Subordinate Obligations Under the Subordinated Debt Securities
and Guarantee
The obligations of Citicorp under the Subordinated Debt Securities are
subordinate and junior in right of payment to all present and future Senior
Indebtedness of Citicorp, including all outstanding subordinated debt
securities issued by Citicorp (other than securities designated as Junior
Subordinated Deferrable Interest Debentures) prior to the issuance of the
Subordinated Debt Securities. Citicorp's obligations under the Guarantee
are subordinate and junior in right of payment to all liabilities of
Citicorp and rank pari passu with the most senior preferred stock issued
from time to time, if any, by Citicorp and with any other guarantee by
Citicorp in respect of any preferred stock or equity interest of any
affiliate. There are no terms in the Capital Securities, the Subordinated
Debt Securities or the Guarantee that limit Citicorp's ability to incur
additional indebtedness, including indebtedness that ranks senior to the
Subordinated Debt Securities and the Guarantee. See "Description of the
Capital Securities Guarantees--Status of the Capital Securities Guarantees"
and "Description of the Subordinated Debt Securities" in the accompanying
Prospectus, and "Description of the Subordinated Debt
Securities--Subordination" herein.
Rights Under the Guarantee
If Citicorp were to default on its obligation to pay amounts payable
on the Subordinated Debt Securities or its other payment obligations to the
Trust, the Trust would lack available funds for the payment of
distributions or amounts payable on redemption of the Capital Securities or
otherwise, and, in such event, holders of the Capital Securities would not
be able to rely upon the Guarantee for payment of such amounts. Instead,
holders of the Capital Securities would rely on the enforcement (i) by the
Institutional Trustee (as defined herein) of its rights as registered
holder of the Subordinated Debt Securities against Citicorp pursuant to the
terms of the Subordinated Debt Securities or (ii) by such holder of its
right against Citicorp to enforce payments on the Subordinated Debt
Securities. See "Description of the Capital Securities Guarantees" and
"Description of the Subordinated Debt Securities" in the accompanying
Prospectus.
Enforcement of Certain Rights by Holders of Capital Securities
If a Declaration Event of Default (as defined herein) occurs and is
continuing, the holders of Capital Securities would rely on the enforcement
by the Institutional Trustee of its rights as a holder of the Subordinated
Debt Securities against Citicorp. In addition, the holders of a majority in
liquidation amount of the Capital Securities will have the right to direct
the time, method, and place of conducting any proceeding for any remedy
available to the Institutional Trustee or to direct the exercise of any
trust or power conferred upon the Institutional Trustee under the
Declaration, including the right to direct the Institutional Trustee to
exercise the remedies available to it as a holder of the Subordinated Debt
Securities. If the Institutional Trustee fails to enforce its rights under
the Subordinated Debt Securities, a holder of Capital Securities may
institute a legal proceeding directly against Citicorp to enforce the
Institutional Trustee's rights under the Subordinated Debt Securities
without first instituting any legal proceeding against the Institutional
Trustee or any other person or entity. Notwithstanding the foregoing, if a
Declaration Event of Default has occurred and is continuing and such event
is attributable to the failure of Citicorp to pay interest or principal on
the Subordinated Debt Securities on the date such interest or principal is
otherwise payable (or in the case of redemption, on the redemption date),
then a holder of Capital Securities may directly institute a proceeding for
enforcement of payment to such holder of the principal of or interest on
the
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Subordinated Debt Securities having a principal amount equal to the
aggregate liquidation amount of the Capital Securities of such holder (a
"Direct Action") on or after the respective due date specified in the
Subordinated Debt Securities. In connection with such Direct Action,
Citicorp will be subrogated to the rights of such holder of Capital
Securities under the Declaration to the extent of any payment made by
Citicorp to such holder of Capital Securities in such Direct Action. The
holders of Capital Securities will not be able to exercise directly any
other remedy available to the holders of the Subordinated Debt Securities.
See "Description of the Capital Securities -- Declaration Events of
Default."
Option to Extend Interest Payment Period; Federal Income Tax Consequences
Citicorp has the right under the Indenture (as such term is defined in
"Description of the Subordinated Debt Securities" herein), so long as no
Indenture Event of Default (as defined herein) shall have occurred and be
continuing, to defer payments of interest on the Subordinated Debt
Securities by extending the interest payment period at any time, and from
time to time, on the Subordinated Debt Securities. As a consequence of such
an extension, semiannual distributions on the Capital Securities would be
deferred (but would continue to accrue, despite such deferral, with
interest thereon compounded semiannually) by the Trust during any such
extended interest payment period. Such right to extend the interest payment
period for the Subordinated Debt Securities is limited to a period not
exceeding 10 consecutive semiannual interest periods. Prior to the
termination of any such extension period, Citicorp may further extend the
interest payment period; provided that such Extension Period, together with
all such previous and further extensions thereof, may not exceed 10
consecutive semiannual interest periods or extend beyond the maturity of
the Subordinated Debt Securities. Upon the termination of any Extension
Period and the payment of all amounts then due, Citicorp may commence a new
Extension Period, subject to the above requirements. See "Description of
the Capital Securities -- Distributions" and "Description of the
Subordinated Debt Securities -- Option to Extend Interest Payment Period."
Should Citicorp exercise its right to defer payments of interest by
extending the interest payment period, each holder of Capital Securities
will be required to accrue income (as original issue discount ("OID")) in
respect of the deferred interest allocable to its Capital Securities for
United States federal income tax purposes, even though such deferred
interest is not distributed to holders of Capital Securities. As a result,
each such holder of Capital Securities will recognize income for United
States federal income tax purposes in advance of the receipt of cash and
will not receive the cash from the Trust related to such income if such
holder disposes of the Capital Securities prior to the record date for the
date on which distributions of such amounts are made. Citicorp has no
current intention of exercising its right to defer payments of interest by
extending the interest payment period on the Subordinated Debt Securities.
However, should Citicorp determine to exercise such right in the future,
the market price of the Capital Securities is likely to be affected. A
holder that disposes of its Capital Securities during an Extension Period,
therefore, might not receive the same return on its investment as a holder
that continues to hold its Capital Securities. In addition, as a result of
the existence of Citicorp's right to defer interest payments, the market
price of the Capital Securities (which represent an undivided beneficial
interest in the Subordinated Debt Securities) may be more volatile than
other securities that do not grant such rights to the issuer. See "United
States Federal Income Taxation -- Interest and Original Issue Discount."
Tax Event or Regulatory Capital Event Redemption or Distribution
Upon the occurrence of a Tax Event or a Regulatory Capital Event, the
Trust may be dissolved, with the result that the Subordinated Debt
Securities would be distributed to the holders of the Trust Securities in
connection with the liquidation of the Trust. In certain circumstances,
Citicorp will have the right to redeem the Subordinated Debt Securities in
lieu of a distribution of the Subordinated Debt Securities by the Trust. If
Subordinated Debt Securities are redeemed, the Trust will redeem an
equivalent amount of Trust
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Securities. See "Description of the Capital Securities -- Tax Event
Redemption or Distribution" and "--Regulatory Capital Event Redemption or
Distribution."
Under current United States federal income tax law, a distribution of
Subordinated Debt Securities upon the dissolution of the Trust would not be
a taxable event to holders of the Capital Securities, but a dissolution of
the Trust in which holders of the Capital Securities receive cash would be
a taxable event to such holders. See "United States Federal Income Taxation
-- Receipt of Subordinated Debt Securities or Cash Upon Liquidation of the
Trust."
Because holders of Capital Securities may receive Subordinated Debt
Securities upon the occurrence of a Tax Event or a Regulatory Capital
Event, prospective purchasers of Capital Securities are also making an
investment decision with regard to the Subordinated Debt Securities and
should carefully review all the information regarding the Subordinated Debt
Securities contained herein and in the accompanying Prospectus. See
"Description of the Capital Securities -- Tax Event Redemption or
Distribution" and "--Regulatory Capital Event Redemption or Distribution"
and "Description of the Subordinated Debt Securities."
Possible Tax Consequences of Sales of Capital Securities Between Record
Dates
The Capital Securities may trade at a price that does not fully
reflect the value of any accrued but unpaid interest with respect to the
underlying Subordinated Debt Securities. If Citicorp exercises its right to
defer payments of interest, a holder that disposes of Capital Securities
between record dates for payments of distributions thereon will be required
to include any accrued but unpaid interest on the Subordinated Debt
Securities through the date of disposition in income as ordinary income and
add such amount to the holder's adjusted tax basis in the pro rata share of
the underlying Subordinated Debt Securities deemed disposed of. To the
extent the selling price is less than the holder's adjusted tax basis
(which will include all accrued but unpaid interest), a holder will
recognize a capital loss. Subject to certain limited exceptions, capital
losses cannot be applied to offset ordinary income for United States
federal income tax purposes. See "United States Federal Income Taxation --
Interest and Original Issue Discount" and "-- Sales of Capital Securities."
ACCOUNTING TREATMENT
The financial statements of the Trust will be consolidated with
Citicorp's financial statements, with the $___ million of Capital
Securities included in Citicorp's balance sheet as a component of Long-Term
Debt. The sole assets of the Trust will be $___ million aggregate principal
amount of _____% Junior Subordinated Deferrable Interest Debentures of
Citicorp due ____.
All future reports of Citicorp filed under the Securities Exchange Act
of 1934 will (i) reflect the consolidation of the Trust into Citicorp's
consolidated financial statements, with the $___ million of Capital
Securities included in Citicorp's balance sheet as a component of Long-Term
Debt, (ii) include in the financial statement footnotes of Citicorp
disclosure that the sole assets of the wholly-owned Trust will be $___
million principal amount of ____% Junior Subordinated Deferrable Interest
Debentures of Citicorp due ____, and (iii) include in a footnote to the
audited financial statements disclosure that each Citicorp Capital Trust is
wholly owned, that the sole asset of each Citicorp Capital Trust is the
respective series of Junior Subordinated Deferrable Interest Debentures
(specifying as to each Trust the principal amount, interest rate and
maturity date of such Junior Subordinated Deferrable Interest Debentures),
and that the related Preferred Securities Guarantee, taken together with
Citicorp's obligations under such Junior Subordinated Deferrable Interest
Debentures, the Indenture and the Declaration, provides a full and
unconditional guarantee on a subordinated basis by Citicorp of payments due
on the preferred securities issued by each Citicorp Capital Trust.
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THE TRUST
The Trust is a statutory business trust formed under Delaware law
pursuant to a declaration of trust executed by Citicorp, as sponsor (the
"Sponsor"), and the trustees of the Trust (the "Trustees") and the filing
of a certificate of trust with the Secretary of State of the State of
Delaware. Such declaration will be amended and restated in its entirety (as
so amended and restated, the "Declaration") before the issuance of the
Capital Securities. The Declaration will be qualified as an indenture under
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").
Upon issuance of the Capital Securities, the purchasers thereof will own
all of the Capital Securities. See "Description of the Capital Securities
-- Book-Entry Only Issuance -- The Depository Trust Company." Citicorp will
directly or indirectly acquire all of the Common Securities, which will
have an aggregate liquidation amount equal to 3 percent of the total
capital of the Trust. The Trust exists for the exclusive purposes of
issuing the Trust Securities representing undivided beneficial interests in
the assets of the Trust, investing the gross proceeds of the Trust
Securities in the Subordinated Debt Securities and engaging in only those
other activities necessary or incidental thereto.
Pursuant to the Declaration, the number of Trustees will initially be
three. Two of the trustees (the "Regular Trustees") will be persons who are
employees or officers of, or who are affiliated with, Citicorp. The third
trustee, which will be a financial institution that is unaffiliated with
Citicorp, will serve as institutional trustee under the Declaration and as
indenture trustee for the purposes of compliance with the provisions of the
Trust Indenture Act (the "Institutional Trustee"). Initially, Wilmington
Trust Company will be the Institutional Trustee until removed or replaced
by the holder of the Common Securities. For purposes of compliance with the
provisions of the Trust Indenture Act, Wilmington Trust Company will also
act as trustee (the "Guarantee Trustee") under the Guarantee and as Debt
Trustee (as defined herein) under the Indenture. Wilmington Trust Company
will also act as Delaware Trustee under the Declaration for purposes of
compliance with the Delaware Business Trust Act (the "Trust Act").
The Institutional Trustee will hold title to the Subordinated Debt
Securities for the benefit of the holders of the Trust Securities and the
Institutional Trustee will have the power to exercise all rights, powers
and privileges under the Indenture (as defined herein) as the holder of the
Subordinated Debt Securities. In addition, the Institutional Trustee will
maintain exclusive control of a segregated non-interest bearing bank
account (the "Property Account") to hold all payments made in respect of
the Subordinated Debt Securities for the benefit of the holders of the
Trust Securities. The Institutional Trustee will make payments of
distributions and payments on liquidation, redemption and otherwise to the
holders of the Trust Securities out of funds from the Property Account. The
Guarantee Trustee will hold the Guarantee for the benefit of the holders of
the Capital Securities. Citicorp, as the direct or indirect holder of all
the Common Securities, will have the right to appoint, remove or replace
any Trustee and to increase or decrease the number of Trustees, subject to
certain restrictions. Citicorp will pay all fees and expenses related to
the Trust and the offering of the Trust Securities. See "Description of the
Subordinated Debt Securities -- Miscellaneous."
The rights of the holders of the Capital Securities, including
economic rights, rights to information and voting rights, are set forth in
the Declaration, the Trust Act and the Trust Indenture Act. See
"Description of the Capital Securities."
DESCRIPTION OF THE CAPITAL SECURITIES
The following summary of certain terms and provisions of the Capital
Securities supplements the description of the terms and provisions of the
Capital Securities set forth in the accompanying Prospectus under the
heading "Description of the Capital Securities," to which description
reference is hereby made. The Capital Securities will be issued pursuant to
the terms of the Declaration, which has been qualified as an indenture
under the Trust Indenture Act. The Institutional Trustee will act as
indenture trustee for the Capital
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Securities under the Declaration for purposes of compliance with the
provisions of the Trust Indenture Act. The terms of the Capital Securities
will include those stated in the Declaration and those made part of the
Declaration by the Trust Indenture Act. The following summary of the
material terms and provisions of the Capital Securities does not purport to
be complete and is subject to, and qualified in its entirety by reference
to, the Declaration, the Trust Act and the Trust Indenture Act.
General
The Declaration authorizes the Regular Trustees to issue on behalf of
the Trust the Trust Securities, which represent undivided beneficial
interests in the assets of the Trust. All of the Common Securities will be
owned, directly or indirectly, by Citicorp. The Common Securities rank pari
passu, and payments will be made thereon on a pro rata basis, with the
Capital Securities, except that upon the occurrence and during the
continuance of a Declaration Event of Default, the rights of the holders of
the Common Securities to receive payment of periodic distributions and
payments upon liquidation, redemption and otherwise will be subordinated to
the rights of the holders of the Capital Securities. The Declaration does
not permit the issuance by the Trust of any securities other than the Trust
Securities or the incurrence of any indebtedness by the Trust. Pursuant to
the Declaration, the Institutional Trustee will own the Subordinated Debt
Securities purchased by the Trust for the benefit of the holders of the
Trust Securities. The payment of distributions out of money held by the
Trust, and payments upon redemption of the Capital Securities or
liquidation of the Trust, are guaranteed by Citicorp to the extent
described under "Description of the Guarantee" and under "Description of
the Capital Securities Guarantees" in the accompanying Prospectus. The
Guarantee will be held by the Guarantee Trustee for the benefit of the
holders of the Capital Securities. The Guarantee does not cover payment of
distributions when the Trust does not have sufficient available funds to
pay such distributions. In such event, the remedy of a holder of Capital
Securities is to vote to direct the Institutional Trustee to enforce the
Institutional Trustee's rights under the Subordinated Debt Securities
except in the limited circumstances in which the holder may take Direct
Action. See "-- Voting Rights" and "-- Declaration Events of Default."
Citicorp's obligations under the Guarantee, taken together with its
obligations under the Subordinated Debt Securities, the Indenture and the
Declaration, will provide a full and unconditional guarantee on a
subordinated basis by Citicorp of payments due on the Capital Securities.
Distributions
Distributions on the Capital Securities will be fixed at a rate per
annum of _____% of the stated liquidation amount of $1,000 per Capital
Security. Distributions in arrears for more than one semiannual period will
bear interest thereon at the rate per annum of _____%, compounded
semiannually. The term "distribution" as used herein includes any such
interest payable unless otherwise stated. The amount of distributions
payable for any period will be computed on the basis of a 360-day year of
twelve 30-day months.
Distributions on the Capital Securities will be cumulative, will
accrue from ________ and will be payable semiannually in arrears on ______
and _______ of each year, commencing ________, when, as and if available
for payment. Distributions will be made by the Institutional Trustee or its
paying agent, except as otherwise described below.
Citicorp has the right under the Indenture to defer payments of
interest on the Subordinated Debt Securities by extending the interest
payment period from time to time on the Subordinated Debt Securities. If
Citicorp were to exercise such right, semiannual distributions on the
Capital Securities during any such extended interest payment period would
be deferred (though such distributions would continue to accrue with
interest, compounded semiannually, because compound interest would continue
to accrue on the Subordinated Debt Securities). See "Description of the
Subordinated Debt Securities -- Interest" and "--
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Option to Extend Interest Payment Period." If distributions are
deferred, the deferred distributions and accrued interest thereon shall be
paid to holders of record of the Capital Securities as they appear on the
books and records of the Trust on the record date next following the
termination of such deferral period.
Distributions on the Capital Securities must be paid on the dates
payable to the extent that the Trust has funds available for the payment of
such distributions in the Property Account. The Trust's funds available for
distribution to the holders of the Capital Securities will be limited to
payments received from Citicorp on the Subordinated Debt Securities. See
"Description of the Subordinated Debt Securities." The payment of
distributions out of moneys held by the Trust is guaranteed by Citicorp to
the extent set forth under "Description of the Guarantee" and under
"Description of the Capital Securities Guarantees" in the accompanying
Prospectus.
Distributions on the Capital Securities will be payable to the holders
thereof as they appear on the books and records of the Trust on the
relevant record dates, which, as long as the Capital Securities remain in
book-entry only form, will be one Business Day (as defined herein) prior to
the relevant payment dates. Such distributions will be paid by or on behalf
of the Institutional Trustee, which will hold amounts received in respect
of the Subordinated Debt Securities in the Property Account for the benefit
of the holders of the Trust Securities. Subject to any applicable laws and
regulations and the provisions of the Declaration, each such payment will
be made as described under"-- Book-Entry Only Issuance -- The Depository
Trust Company" below. In the event that the Capital Securities do not
continue to remain in book-entry only form, the Regular Trustees will have
the right to select relevant record dates, which may be more than one
Business Day but not more than ten Business Days prior to the relevant
payment dates. In the event that any date on which distributions are to be
made on the Capital Securities is not a Business Day, then payment of the
distributions payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in
respect of any such delay). A "Business Day" shall mean any day other than
Saturday, Sunday or any other day on which banking institutions in New York
City are permitted or required by any applicable law to close.
Redemption
Upon the repayment of the Subordinated Debt Securities, whether at
maturity or upon redemption, the proceeds from such repayment or redemption
will simultaneously be applied to redeem, at the Redemption Price, Trust
Securities having an aggregate liquidation amount equal to the aggregate
principal amount of the Subordinated Debt Securities so repaid or redeemed;
provided that holders of Trust Securities shall be given not less than 30
nor more than 60 days' notice of any redemption.
The Company has the right to redeem the Subordinated Debt Securities,
in whole or in part, at any time on or after __________, and earlier if a
Tax Event or a Regulatory Capital Event shall have occurred and be
continuing. The "Redemption Price" for the Capital Securities, in the case
of any such redemption, will equal the applicable Redemption Percentage
(determined as described below) of the stated liquidation amount of $1,000
per Capital Security, plus accrued distributions to but excluding the date
fixed for redemption.
The Redemption Percentage, in the case of any redemption occurring on
or after _______ and before _________, will equal the applicable percentage
set out in the following table if the redemption date occurs during the
12-month period beginning February 15 in the year indicated:
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Year Redemption Percentage
The Redemption Percentage will be 100% for any redemption on or after
____________.
In the case of a redemption following a Tax Event or Regulatory
Capital Event prior to ________, the Redemption Percentage will equal the
Make-Whole Amount, determined as a percentage of a corresponding $1,000
principal amount of Subordinated Debt Securities. The "Make-Whole Amount"
shall be equal to the greater of (i) 100% of the principal amount of such
Subordinated Debt Securities or (ii) as determined by a Quotation Agent (as
defined below), an amount equal to the sum of the present values of the
remaining scheduled payments of principal, premium and interest thereon
through _________ (assuming that the Subordinated Debt Securities were
redeemed on that date), discounted to the redemption date on a semiannual
basis (assuming a 360-day year of twelve 30-day months) at the Adjusted
Treasury Rate.
"Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to (x) the semiannual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to
the Comparable Treasury Price for such redemption date plus (y) (i) on or
prior to _______ , ___%, and (ii) after ----------, ----%.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the
remaining term through _________ of the Subordinated Debt Securities that
would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term through _________
of the Subordinated Debt Securities.
"Quotation Agent" means Citibank, N.A. and its successors; provided,
however, that if such entity shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer" means (i) the Quotation Agent and (ii) any
other Primary Treasury Dealer selected by the Debt Trustee after
consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption
date, (i) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) on the third Business Day preceding such redemption date, as set
forth in the most recent weekly statistical release (or any successor
release) published by the Federal Reserve and designated "H.15(519)" or
(ii) if such release (or any successor release) is not published or does
not contain such prices during the week preceding such Business Day, (A)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Debt Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such Quotations.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as
determined by the Debt Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed as a percentage of its principal
amount) quoted in writing to the
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Indenture Trustee by such Reference Treasury Dealer as of 5:00 p.m., New
York time, on the third Business Day preceding such redemption date.
Tax Event Redemption or Distribution
"Tax Event" means that the Regular Trustees shall have received an
opinion (a "Dissolution Tax Opinion") of a nationally recognized
independent tax counsel experienced in such matters ("Tax Counsel") to the
effect that, as a result of (a) any amendment to, clarification of or
change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision
or taxing authority thereof or therein or (b) any amendment to,
clarification of or change in an interpretation or application of such laws
or regulations by any legislative body, court, governmental agency or
regulatory authority (including the enactment of any legislation and the
publication of any judicial decision or regulatory determination on or
after such date), there is more than an insubstantial risk that (i) the
Trust would be subject to United States federal income tax with respect to
income accrued or received on the Subordinated Debt Securities, (ii)
interest payable to the Trust on the Subordinated Debt Securities would not
be deductible by Citicorp for United States federal income tax purposes or
(iii) the Trust would be subject to more than a de minimis amount of other
taxes, duties or other governmental charges, provided that any such change,
clarification or amendment becomes effective on or after the date of this
Prospectus Supplement.
If, at any time prior to ________, a Tax Event shall occur and be
continuing, Citicorp may cause the Trust to be dissolved, with the result
that after satisfaction of liabilities to creditors, if any, Subordinated
Debt Securities with an aggregate principal amount equal to the aggregate
stated liquidation amount of, with an interest rate identical to the
distribution rate of, and accrued and unpaid interest equal to accrued and
unpaid distributions on, the Trust Securities, would be distributed to the
holders of the Trust Securities in liquidation of such holders' interests
in the Trust on a pro rata basis within 90 days following the occurrence of
such Tax Event; provided that such dissolution and distribution shall be
conditioned on (i) the Regular Trustees' receipt of an opinion of Tax
Counsel (a "No Recognition Opinion"), which opinion may rely on published
revenue rulings of the Internal Revenue Service, to the effect that the
holders of the Trust Securities will not recognize any gain or loss for
United States federal income tax purposes as a result of such dissolution
and distribution of Subordinated Debt Securities and (ii) Citicorp being
unable to avoid such Tax Event within such 90-day period by taking some
ministerial action or pursuing some other reasonable measure that will have
no adverse effect on the Trust, Citicorp or the holders of the Trust
Securities. Furthermore, if after receipt of a Dissolution Tax Opinion by
the Regular Trustees (i) Citicorp has received an opinion (a "Redemption
Tax Opinion") of Tax Counsel that, as a result of a Tax Event, there is
more than an insubstantial risk that Citicorp would be precluded from
deducting the interest on the Subordinated Debt Securities for United
States federal income tax purposes, even after the Subordinated Debt
Securities were distributed to the holders of Trust Securities in
liquidation of such holders' interests in the Trust as described above, or
(ii) the Regular Trustees shall have been informed by such Tax Counsel that
it cannot deliver a No Recognition Opinion to the Trust, Citicorp shall
have the right, within 90 days following the occurrence of such Tax Event,
to redeem the Subordinated Debt Securities, in whole or in part, upon not
less than 30 nor more than 60 days' notice, for cash, with the result that,
following such redemption, the Trust Securities having an aggregate
liquidation amount equal to the principal amount of the Subordinated Debt
Securities so redeemed will be redeemed by the Trust at the Redemption
Price; provided, however, that if at the time there is available to
Citicorp or the Trust the opportunity to eliminate, within such 90-day
period, the Tax Event by taking some ministerial action, such as filing a
form or making an election or pursuing some other similar reasonable
measure that has no adverse effect on the Trust, Citicorp or the holders of
the Trust Securities, then Citicorp or the Trust will pursue such measure
in lieu of redemption of the Subordinated Debt Securities.
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In the event a Tax Event in respect of the Capital Securities has
occurred and is continuing and Citicorp does not (i) redeem all of the
Subordinated Debt Securities and thereby cause a mandatory redemption of
such Capital Securities as described above or (ii) cause the Trust to be
dissolved and cause the Subordinated Debt Securities to be distributed in
liquidation thereof as described above, some or all of the Capital
Securities will remain outstanding and Additional Interest (as defined
herein) may be payable on the Subordinated Debt Securities.
Regulatory Capital Event Redemption or Distribution
"Regulatory Capital Event" means a determination by Citicorp, based on
an opinion of counsel experienced in such matters (who may be an employee
of Citicorp or any of its affiliates), that, as a result of (a) any
amendment to, clarification of or change (including any announced
prospective change) in applicable laws or regulations or official
interpretations thereof or policies with respect thereto or (b) any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment, clarification, change,
pronouncement or decision is announced or is effective after the date of
this Prospectus Supplement, there is more than an insubstantial risk that
the Capital Securities will no longer constitute Tier 1 Capital of Citicorp
(or its equivalent) for purposes of the capital adequacy guidelines or
policies of the Board of Governors of the Federal Reserve System or its
successor as Citicorp's primary federal banking regulator.
If, at any time prior to __________, a Regulatory Capital Event shall
occur and be continuing, Citicorp may (i) cause the Trust to be dissolved,
with the result that after satisfaction of liabilities to creditors, if
any, Subordinated Debt Securities with an aggregate principal amount equal
to the aggregate stated liquidation amount of, with an interest rate
identical to the distribution rate of, and accrued and unpaid interest
equal to accrued and unpaid distributions on, the Trust Securities, would
be distributed to the holders of the Trust Securities in liquidation of
such holders' interests in the Trust on a pro rata basis within 90 days
following the occurrence of such Regulatory Capital Event or (ii) within 90
days following the occurrence of such Regulatory Capital Event, redeem the
Subordinated Debt Securities, in whole or in part, upon not less than 30
nor more than 60 days' notice, for cash, with the result that, following
such redemption, the Capital Securities will be redeemed by the Trust at
the applicable Redemption Price; provided, however, that if at the time
there is available to Citicorp or the Trust the opportunity to eliminate,
within such 90-day period, the Regulatory Capital Event by taking some
ministerial action, such as filing a form or making an election or pursuing
some other similar reasonable measure that has no adverse effect on the
Trust, Citicorp or the holders of the Trust Securities, then Citicorp or
the Trust will pursue such measure in lieu of distribution or redemption of
the Subordinated Debt Securities.
Distribution of Subordinated Debt Securities
After the date for any distribution of Subordinated Debt Securities
upon dissolution of the Trust, (i) the Capital Securities will no longer be
deemed to be outstanding, (ii) the Depositary (as defined herein) or its
nominee, as the record holder of the Capital Securities, will receive a
registered global certificate or certificates representing the Subordinated
Debt Securities to be delivered upon such distribution and (iii) any
certificates representing Capital Securities not held by the Depositary or
its nominee will be deemed to represent Subordinated Debt Securities having
an aggregate principal amount equal to the aggregate stated liquidation
amount of, with an interest rate identical to the distribution rate of, and
accrued and unpaid interest equal to accrued and unpaid distributions on
such Capital Securities until such certificates are presented to Citicorp
or its agent for transfer or reissuance.
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Redemption Procedures
The Trust may not redeem fewer than all of the outstanding Capital
Securities unless all accrued and unpaid distributions have been paid on
all Capital Securities for all semiannual distribution periods terminating
on or prior to the date of redemption.
If the Trust gives a notice of redemption in respect of Capital
Securities (which notice will be irrevocable), then, by noon, New York City
time, on the redemption date, provided that Citicorp has paid to the
Institutional Trustee a sufficient amount of cash in connection with the
related redemption or maturity of the Subordinated Debt Securities, the
Trust will irrevocably deposit with the Depositary funds sufficient to pay
the applicable Redemption Price and will give the Depositary irrevocable
instructions and authority to pay the Redemption Price to the holders of
the Capital Securities. See "-- Book-Entry Only Issuance -- The Depository
Trust Company." If notice of redemption shall have been given and funds
deposited as required, then, immediately prior to the close of business on
the date of such deposit, distributions will cease to accrue and all rights
of holders of such Capital Securities so called for redemption will cease,
except the right of the holders of such Capital Securities to receive the
Redemption Price (but without interest) on or after such redemption date,
except as described below. In the event that any date fixed for redemption
of Capital Securities is not a Business Day, then payment of the Redemption
Price payable on such date will be made on the next succeeding day that is
a Business Day (without any interest or other payment in respect of any
such delay), except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding Business Day.
In the event that payment of the Redemption Price in respect of Capital
Securities is improperly withheld or refused and not paid, either by the
Trust or by Citicorp pursuant to the Guarantee, distributions on such
Capital Securities will continue to accrue at the then applicable rate from
the original redemption date to the date of payment, in which case the
actual payment date will be considered the date fixed for redemption for
purposes of calculating the Redemption Price.
In the event that fewer than all of the outstanding Capital Securities
are to be redeemed, the Capital Securities will be redeemed as described
below under "-- Book-Entry Only Issuance -- The Depository Trust Company."
Subject to the foregoing, applicable law (including, without
limitation, United States federal securities laws), and any other
applicable restrictions, Citicorp or its subsidiaries may at any time, and
from time to time, purchase outstanding Capital Securities by tender, in
the open market or by private agreement.
Liquidation Distribution Upon Dissolution
In the event of any voluntary or involuntary liquidation, dissolution,
winding-up or termination of the Trust (each a "Liquidation"), the then
holders of the Trust Securities will be entitled to receive out of the
assets of the Trust, after satisfaction of liabilities to creditors,
distributions in an amount equal to the aggregate of the stated liquidation
amount of $1,000 per Trust Security plus accrued and unpaid distributions
thereon to the date of payment (the "Liquidation Distribution"), unless, in
connection with such Liquidation, Subordinated Debt Securities in an
aggregate stated principal amount equal to the aggregate stated liquidation
amount of, with an interest rate identical to the distribution rate of, and
accrued and unpaid interest equal to accrued and unpaid distributions on,
the Trust Securities have been distributed on a pro rata basis to the
holders of the Trust Securities.
If, upon any such Liquidation, the Liquidation Distribution can be
paid only in part because the Trust has insufficient assets available to
pay in full the aggregate Liquidation Distribution, then the amounts
payable directly by the Trust on the Trust Securities shall be paid on a
pro rata basis. The holders of the Common Securities will be entitled to
receive distributions upon any such dissolution pro rata with the
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holders of the Capital Securities, except that if a Declaration Event
of Default has occurred and is continuing, the Capital Securities shall
have a preference over the Common Securities with regard to such
distributions.
Pursuant to the Declaration, the Trust shall dissolve (i) on February
15, 2052, the expiration of the term of the Trust, (ii) upon the bankruptcy
of Citicorp, (iii) upon the filing of a certificate of dissolution or its
equivalent with respect to Citicorp, the consent of the holders of at least
a majority in liquidation amount of the Trust Securities affected thereby
voting together as a single class to file a certificate of cancellation
with respect to the Trust or the revocation of the charter of Citicorp and
the expiration of 90 days after the date of revocation without a
reinstatement thereof, (iv) upon the occurrence of a Tax Event or a
Regulatory Capital Event and the distribution of the Subordinated Debt
Securities to the holders of Trust Securities, (v) upon the entry of a
decree of a judicial dissolution of Citicorp (or an affiliate that is a
subsequent holder of the Common Securities) or the Trust or (vi) upon the
redemption of all the Trust Securities. Pursuant to the Declaration, as
soon as practicable after the dissolution of the Trust and upon completion
of the winding up of the Trust, the Trust shall terminate upon the filing
of a certificate of cancellation.
Declaration Events of Default
An Event of Default under the Indenture (an "Indenture Event of
Default") constitutes an event of default under the Declaration with
respect to the Trust Securities (a "Declaration Event of Default");
provided that pursuant to the Declaration, the holder of the Common
Securities will be deemed to have waived any Declaration Event of Default
with respect to the Common Securities until all Declaration Events of
Default with respect to the Capital Securities have been cured, waived or
otherwise eliminated. Until such Declaration Events of Default with respect
to the Capital Securities have been so cured, waived, or otherwise
eliminated, the Institutional Trustee will be deemed to be acting solely on
behalf of the holders of the Capital Securities and only the holders of the
Capital Securities will have the right to direct the Institutional Trustee
with respect to certain matters under the Declaration, and therefore the
Indenture. If the Institutional Trustee fails to enforce its rights under
the Subordinated Debt Securities after a holder of Capital Securities has
made a written request, such holder of record of Capital Securities may
institute a legal proceeding against Citicorp to enforce the Institutional
Trustee's rights under the Subordinated Debt Securities without first
instituting any legal proceeding against the Institutional Trustee or any
other person or entity. Notwithstanding the foregoing, if a Declaration
Event of Default has occurred and is continuing and such event is
attributable to the failure of Citicorp to pay interest or principal on the
Subordinated Debt Securities on the date such interest or principal is
otherwise payable (or in the case of redemption, the redemption date), then
a holder of Capital Securities may directly institute a proceeding for
enforcement of payment to such holder directly of the principal of or
interest on the Subordinated Debt Securities having a principal amount
equal to the aggregate liquidation amount of the Capital Securities of such
holder on or after the respective due date specified in the Subordinated
Debt Securities. In connection with such Direct Action, Citicorp will be
subrogated to the rights of such holder of Capital Securities under the
Declaration to the extent of any payment made by Citicorp to such holder of
Capital Securities in such Direct Action. The holders of Capital Securities
will not be able to exercise directly any other remedy available to the
holders of the Subordinated Debt Securities.
Citicorp and the Trust are each required to file annually with the
Institutional Trustee an officer's certificate as to its compliance with
all conditions and covenants under the Declaration.
Voting Rights
Except as described herein, under the Trust Act, the Trust Indenture
Act and under "Description of the Capital Securities Guarantees --
Modification of the Capital Securities Guarantees; Assignment" in the
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accompanying Prospectus, and as otherwise required by law and the
Declaration, the holders of the Capital Securities will have no voting
rights.
Subject to the requirement of the Institutional Trustee obtaining a
tax opinion in certain circumstances set forth in the last sentence of this
paragraph, the holders of a majority in aggregate liquidation amount of the
Capital Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Institutional
Trustee, or direct the exercise of any trust or power conferred upon the
Institutional Trustee under the Declaration including the right to direct
the Institutional Trustee, as holder of the Subordinated Debt Securities,
to (i) exercise the remedies available to it under the Indenture as a
holder of the Subordinated Debt Securities, (ii) waive any past default
that is waivable under the Indenture, (iii) exercise any right to rescind
or annul a declaration that the principal of all the Subordinated Debt
Securities shall be due and payable or (iv) consent to any amendment,
modification or termination of the Indenture or the Subordinated Debt
Securities where such consent shall be required; provided, however, that,
where a consent or action under the Indenture would require the consent or
act of holders of more than a majority in principal amount of the
Subordinated Debt Securities (a "Super-Majority") affected thereby, only
the holders of at least a percentage equivalent to such Super-Majority in
aggregate liquidation amount of the Capital Securities may direct the
Institutional Trustee to give such consent or take such action. The
Institutional Trustee shall notify all holders of the Capital Securities of
any notice of default received from the Debt Trustee with respect to the
Subordinated Debt Securities. Such notice shall state that such Indenture
Event of Default also constitutes a Declaration Event of Default. Except
with respect to directing the time, method and place of conducting a
proceeding for a remedy, the Institutional Trustee shall not take any of
the actions described in clauses (i), (ii), (iii) or (iv) above unless the
Institutional Trustee has obtained an opinion of tax counsel to the effect
that, as a result of such action, the Trust will not fail to be classified
as a grantor trust for United States federal income tax purposes.
In the event the consent of the Institutional Trustee, as the holder
of the Subordinated Debt Securities, is required under the Indenture with
respect to any amendment, modification or termination of the Indenture, the
Institutional Trustee shall request the direction of the holders of the
Trust Securities with respect to such amendment, modification or
termination and shall vote with respect to such amendment, modification or
termination as directed by a majority in liquidation amount of the Trust
Securities voting together as a single class; provided, however, that (i)
where the taking of any such action under the Indenture would require the
consent of a Super-Majority, the Institutional Trustee may only give such
consent at the direction of the holders of at least the proportion in
liquidation amount of the Trust Securities which the relevant
Super-Majority represents of the aggregate principal amount of the
Subordinated Debt Securities outstanding and (ii) where the taking of such
action would require the consent of every holder of Subordinated Debt
Securities, the consent of all holders of Trust Securities shall be
required. The Institutional Trustee shall not take any such action in
accordance with the directions of the holders of the Trust Securities
unless the Institutional Trustee has obtained an opinion of tax counsel to
the effect that the Trust will not be classified as other than a grantor
trust for United States federal income tax purposes.
A waiver of an Indenture Event of Default will constitute a waiver of
the corresponding Declaration Event of Default.
Any required approval or direction of holders of Capital Securities
may be given at a separate meeting of holders of Capital Securities
convened for such purpose, at a meeting of all of the holders of Trust
Securities or pursuant to written consent. The Regular Trustees will cause
a notice of any meeting at which holders of Capital Securities are entitled
to vote, or of any matter upon which action by written consent of such
holders is to be taken, to be mailed to each holder of record of Capital
Securities. Each such notice will include a statement setting forth the
following information: (i) the date of such meeting or the date by which
such action is to be taken; (ii) a description of any resolution proposed
for adoption at such meeting on which
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such holders are entitled to vote or of such matter upon which written
consent is sought; and (iii) instructions for the delivery of proxies or
consents. No vote or consent of the holders of Capital Securities will be
required for the Trust to redeem and cancel Capital Securities or
distribute Subordinated Debt Securities in accordance with the Declaration.
Notwithstanding that holders of Capital Securities are entitled to
vote or consent under any of the circumstances described above, any of the
Capital Securities that are owned at such time by Citicorp or any entity
directly or indirectly controlling or controlled by, or under direct or
indirect common control with, Citicorp, shall not be entitled to vote or
consent and shall, for purposes of such vote or consent, be treated as if
such Capital Securities were not outstanding, unless all of the Capital
Securities are owned by Citicorp or any such entity.
The procedures by which holders of Capital Securities may exercise
their voting rights are described below. See "-- Book-Entry Only Issuance
-- The Depository Trust Company" below.
Holders of the Capital Securities will have no rights to appoint or
remove the Trustees, who may be appointed, removed or replaced solely by
Citicorp as the indirect or direct holder of all of the Common Securities.
Modification of the Declaration
The Declaration may be modified and amended if approved by the Regular
Trustees (and in certain circumstances the Institutional Trustee), subject
to certain conditions, provided that, if any proposed amendment provides
for, or the Regular Trustees otherwise propose to effect, (i) any action
that would adversely affect the powers, preferences or special rights of
the Trust Securities, whether by way of amendment to the Declaration or
otherwise or (ii) the dissolution, winding-up or termination of the Trust
other than pursuant to the terms of the Declaration, then the holders of
the outstanding Trust Securities voting together as a single class will be
entitled to vote on such amendment or proposal and such amendment or
proposal shall not be effective except with the approval of at least a
majority in liquidation amount of the Trust Securities affected thereby;
provided that, if any amendment or proposal referred to in clause (i) above
would adversely affect only the Capital Securities or the Common
Securities, then only the affected class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of a majority in liquidation amount of such class.
Notwithstanding the foregoing, no amendment or modification may be
made to the Declaration if such amendment or modification would (i) cause
the Trust to be classified for purposes of United States federal income
taxation as other than a grantor trust, (ii) reduce or otherwise adversely
affect the powers of the Institutional Trustee in contravention of the
Trust Indenture Act or (iii) cause the Trust to be deemed an "investment
company" which is required to be registered under the Investment Company
Act of 1940, as amended (the "1940 Act").
Mergers, Consolidations or Amalgamations
The Trust may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety, to any corporation or other body, except as
described below. The Trust may, with the consent of the Regular Trustees
and without the consent of the holders of the Trust Securities or the
Institutional Trustee, consolidate, amalgamate, merge with or into, or be
replaced by a trust organized as such under the laws of any State of the
United States; provided, that (i) if the Trust is not the survivor such
successor entity either (x) expressly assumes all of the obligations of the
Trust under the Trust Securities or (y) substitutes for the Trust
Securities other securities having
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substantially the same terms as the Trust Securities (the "Successor
Securities"), so long as the Successor Securities rank the same as the
Common Securities and Capital Securities, respectively, rank with respect
to distributions and payments upon liquidation, redemption and otherwise,
(ii) Citicorp expressly acknowledges a trustee of such successor entity
possessing the same powers and duties as the Institutional Trustee as the
holder of the Subordinated Debt Securities, (iii) the Capital Securities or
any Successor Securities are listed quoted, or any Successor Securities
will be so upon notification of issuance, on any national securities
exchange or other organization on which the Capital Securities are then
listed or quoted, (iv) such merger, consolidation, amalgamation or
replacement does not cause the Capital Securities (including any Successor
Securities) to be downgraded by any nationally recognized statistical
rating organization, (v) such merger, consolidation, amalgamation or
replacement does not adversely affect the rights, preferences and
privileges of the holders of the Trust Securities (including any Successor
Securities) in any material respect (other than with respect to any
dilution of the holders' interest in the new entity), (vi) such successor
entity has a purpose identical to that of the Trust, (vii) prior to such
merger, consolidation, amalgamation or replacement, Citicorp has received
an opinion of counsel to the Trust to the effect that (A) such merger,
consolidation, amalgamation or replacement does not adversely affect the
rights, preferences and privileges of the holders of the Trust Securities
(including any Successor Securities) in any material respect (other than
with respect to any dilution of the holders' interest in the new entity),
(B) following such merger, consolidation, amalgamation or replacement,
neither the Trust nor such successor entity will be required to register as
an investment company under the 1940 Act and (C) the Trust or successor
entity will continue to be classified as a grantor trust for United States
federal income tax purposes and (viii) Citicorp guarantees the obligations
of such successor entity under the Successor Securities at least to the
extent provided by the Guarantee and the Common Securities Guarantee.
Notwithstanding the foregoing, the Trust shall not, except with the consent
of holders of 100 percent in liquidation amount of the Trust Securities,
consolidate, amalgamate, merge with or into, or be replaced by any other
entity or permit any other entity to consolidate, amalgamate, merge with or
into, or replace it, if such consolidation, amalgamation, merger or
replacement would cause the Trust or the successor entity to be classified
as other than a grantor trust for United States federal income tax
purposes.
Book-Entry Only Issuance -- The Depository Trust Company
The Depository Trust Company ("DTC") will act as securities depositary
(the "Depositary") for the Capital Securities. The Capital Securities will
be issued only as fully-registered securities registered in the name of
Cede & Co. (DTC's nominee). One or more fully-registered global Capital
Securities certificates ("Global Certificates"), representing the total
aggregate number of Capital Securities, will be issued and will be
deposited with DTC.
The laws of some jurisdictions may require that certain purchasers of
securities take physical delivery of securities in definitive form. Such
laws may impair the ability to transfer beneficial interests in securities
represented by a global certificate deposited with DTC.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and
a "clearing agency" registered pursuant to the provisions of Section 17A of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). DTC
holds securities that its participants ("Participants") deposit with DTC.
DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants'
accounts, thereby eliminating the need for physical movement of securities
certificates. Participants in DTC include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its Participants and by the New
York Stock Exchange, the
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American Stock Exchange and the National Association of Securities
Dealers. Access to the DTC system is also available to others, such as
securities brokers and dealers, banks and trust companies that clear
transactions through or maintain a direct or indirect custodial
relationship with a Direct Participant either directly or indirectly
("Indirect Participants"). The rules applicable to DTC and its Participants
are on file with the Securities and Exchange Commission.
Purchases of Capital Securities within the DTC system must be made by
or through Participants, which will receive a credit for the Capital
Securities on DTC's records. The ownership interest of each actual
purchaser of each Capital Security ("Beneficial Owner") is in turn to be
recorded on the Participants' and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from DTC of their
purchases, but Beneficial Owners are expected to receive written
confirmations providing details of the transactions, as well as periodic
statements of their holdings, from the Direct or Indirect Participants
through which the Beneficial Owners purchased Capital Securities. Transfers
of ownership interests in the Capital Securities are to be accomplished by
entries made on the books of Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their
ownership interests in the Capital Securities, except in the event that use
of the book-entry system for the Capital Securities is discontinued.
DTC has no knowledge of the actual Beneficial Owners of the Capital
Securities. DTC's records reflect only the identity of the Direct
Participants to whose accounts such Capital Securities are credited, which
may or may not be the Beneficial Owners. The Participants and Indirect
Participants will remain responsible for keeping account of their holdings
on behalf of their customers.
So long as DTC, or its nominee, is the registered owner or holder of a
Global Certificate, DTC or such nominee, as the case may be, will be
considered the sole owner or holder of the Capital Securities represented
thereby for all purposes under the Declaration and the Capital Securities.
No beneficial owner of an interest in a Global Certificate will be able to
transfer that interest except in accordance with DTC's applicable
procedures, in addition to those provided for under the Declaration.
DTC has advised the Company that it will take any action permitted to
be taken by a holder of Capital Securities (including the presentation of
Capital Securities for exchange as described below) only at the direction
of one or more Participants to whose account the DTC interests in the
Global Certificates are credited and only in respect of such portion of the
aggregate liquidation amount of Capital Securities as to which such
Participant or Participants has or have given such direction.
Conveyance of notices and other communications by DTC to Participants,
by Participants to Indirect Participants, and by Participants and Indirect
Participants to Beneficial Owners will be governed by arrangements among
them, subject to any statutory or regulatory requirements as may be in
effect from time to time.
Redemption notices in respect of the Capital Securities held in
book-entry form will be sent to Cede & Co. If less than all of the Capital
Securities are being redeemed, DTC will determine the amount of the
interest of each Participant to be redeemed in accordance with its
procedures.
Although voting with respect to the Capital Securities is limited, in
those cases where a vote is required, neither DTC nor Cede & Co. will
itself consent or vote with respect to Capital Securities. Under its usual
procedures, DTC would mail an Omnibus Proxy to the Trust as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Participants to whose accounts the
Capital Securities are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
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Distributions on the Capital Securities held in book-entry form will
be made to DTC in immediately available funds. DTC's practice is to credit
Participants' accounts on the relevant payment date in accordance with
their respective holdings shown on DTC's records unless DTC has reason to
believe that it will not receive payments on such payment date. Payments by
Participants and Indirect Participants to Beneficial Owners will be
governed by standing instructions and customary practices and will be the
responsibility of such Participants and Indirect Participants and not of
DTC, the Trust or the Company, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of
distributions to DTC is the responsibility of the Trust, disbursement of
such payments to Participants is the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners is the
responsibility of Participants and Indirect Participants.
Except as provided herein, a Beneficial Owner of an interest in a
Global Certificate will not be entitled to receive physical delivery of
Capital Securities. Accordingly, each Beneficial Owner must rely on the
procedures of DTC to exercise any rights under the Capital Securities.
Although DTC has agreed to the foregoing procedures in order to
facilitate transfers of interests in the Global Certificates among
Participants of DTC, DTC is under no obligation to perform or continue to
perform such procedures, and such procedures may be discontinued at any
time. Neither the Company, the Issuer nor the Trustee will have any
responsibility for the performance by DTC or its Participants or Indirect
Participants under the rules and procedures governing DTC. DTC may
discontinue providing its services as securities depositary with respect to
the Capital Securities at any time by giving notice to the Trust. Under
such circumstances, in the event that a successor securities depositary is
not obtained, Capital Security certificates are required to be printed and
delivered. Additionally, the Trust (with the consent of the Company) may
decide to discontinue use of the system of book-entry transfers through DTC
(or a successor depositary). In that event, certificates for the Capital
Securities will be printed and delivered.
Payment and Paying Agency
Payments in respect of the Capital Securities represented by the
Global Certificates will be made to DTC, which will credit the relevant
accounts at DTC on the applicable distribution dates, provided that, in the
case of Certificated Securities, such payments will be made by check mailed
to the address of the holder entitled thereto at its registered address.
The paying agent will initially be Citibank, N.A. The paying agent will be
permitted to resign upon 30 days' written notice to the Institutional
Trustee. In the event that Citibank, N.A. shall no longer be the paying
agent, the Institutional Trustee will appoint a successor to act as Paying
Agent (which shall be a bank or trust company).
Registrar and Transfer Agent
Citibank, N.A. will act as registrar and transfer agent for the
Capital Securities. Registration of transfers of Capital Securities will be
effected without charge by or on behalf of the Trust, but upon payment
(with the giving of such indemnity as the Trust or the Company may
reasonably require) in respect of any tax or other government charges which
may be imposed in relation to it. The Trust will not be required to
register or cause to be registered the transfer of Capital Securities after
such Capital Securities have been called for redemption.
Information Concerning the Institutional Trustee
The Institutional Trustee, prior to the occurrence of a default with
respect to the Trust Securities and after the curing of any defaults that
may have occurred, undertakes to perform only such duties as are
specifically set forth in the Declaration and, after a default of which it
has knowledge, shall exercise the same
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degree of care as a prudent individual would exercise in the conduct
of his or her own affairs. Subject to such provisions, the Institutional
Trustee is under no obligation to exercise any of the powers vested in it
by the Declaration at the request of any holder of Capital Securities,
unless offered reasonable indemnity by such holder against the costs,
expenses and liabilities which might be incurred thereby. The holders of
Capital Securities will not be required to offer such indemnity in the
event such holders, by exercising their voting rights, direct the
Institutional Trustee to take any action it is empowered to take under the
Declaration following a Declaration Event of Default. The Institutional
Trustee also serves as trustee under the Guarantee and the Indenture.
Governing Law
The Declaration and the Capital Securities will be governed by, and
construed in accordance with, the laws of the State of Delaware.
Miscellaneous
The Regular Trustees are authorized and directed to operate the Trust
in such a way so that the Trust will not be required to register as an
"investment company" under the 1940 Act or characterized as other than a
grantor trust for United States federal income tax purposes. Citicorp
intends to conduct its affairs so that the Subordinated Debt Securities
will be treated as indebtedness of Citicorp for United States federal
income tax purposes. In this connection, Citicorp and the Regular Trustees
may take any action, not inconsistent with applicable law, the certificate
of trust of the Trust, the Declaration or the certificate of incorporation
of Citicorp, that each of Citicorp and the Regular Trustees determine in
their discretion to be necessary or desirable to achieve such end, as long
as such action does not adversely affect the interests of the holders of
the Capital Securities or vary the terms thereof.
Holders of the Capital Securities have no preemptive rights.
DESCRIPTION OF THE GUARANTEE
Pursuant to the Guarantee, Citicorp will irrevocably agree, to the
extent set forth therein, to pay in full to the holders of the Capital
Securities issued by the Trust, the Guarantee Payments (as defined in the
accompanying Prospectus) (except to the extent paid by the Trust), as and
when due, regardless of any defense, right of set-off or counterclaim which
the Trust may have or assert. The Guarantee will not apply to any payment
except to the extent the Trust shall have funds available therefor. The
Company's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Company to the holders of Capital
Securities or by causing the Trust to pay such amounts to such holders. The
Guarantee will be qualified as an indenture under the Trust Indenture Act.
Wilmington Trust Company will act as indenture trustee under the Guarantee
(the "Guarantee Trustee"). The terms of the Guarantee will be those set
forth in such Guarantee and those made part of such Guarantee by the Trust
Indenture Act. The Guarantee will be held by the Guarantee Trustee for the
benefit of the holders of the Capital Securities. A summary description of
the Guarantee appears in the accompanying Prospectus under the caption
"Description of the Capital Securities Guarantees."
DESCRIPTION OF THE SUBORDINATED DEBT SECURITIES
Set forth below is a description of the specific terms of the
Subordinated Debt Securities in which the Trust will invest the proceeds
from the issuance and sale of the Trust Securities. This description
supplements the description of the general terms and provisions of the
Subordinated Debt Securities set forth in the accompanying Prospectus under
the caption "Description of the Subordinated Debt Securities." The
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following description does not purport to be complete and is subject to,
and is qualified in its entirety by reference to, the description in the
accompanying Prospectus and the Indenture, dated as of December 17, 1996,
as supplemented by a Supplemental Indenture dated as of _________ (the
"Indenture"), between Citicorp and Wilmington Trust Company, as Trustee
(the "Debt Trustee").
Under certain circumstances involving the dissolution of the Trust
following the occurrence of a Tax Event or a Regulatory Capital Event,
Subordinated Debt Securities may be distributed to the holders of the Trust
Securities in liquidation of the Trust. See "Description of the Capital
Securities -- Tax Event Redemption or Distribution" and "--Regulatory
Capital Event Redemption or Distribution."
General
The Subordinated Debt Securities will be issued as unsecured debt
under the Indenture. The Subordinated Debt Securities will be limited in
aggregate principal amount to $___ million, such amount being the sum of
the aggregate stated liquidation amounts of the Capital Securities and the
Common Securities.
The Subordinated Debt Securities are not subject to a sinking fund
provision. The entire principal amount of the Subordinated Debt Securities
will mature and become due and payable, together with any accrued and
unpaid interest thereon including Compound Interest (as defined herein) and
Additional Interest (as defined herein), if any, on ________.
If Subordinated Debt Securities are distributed to holders of Capital
Securities in liquidation of such holders' interests in the Trust, such
Subordinated Debt Securities will initially be issued as a Global Security
(as defined herein). As described herein, under certain limited
circumstances, Subordinated Debt Securities may be issued in certificated
form in exchange for a Global Security. See "-- Book-Entry and Settlement"
below. In the event that Subordinated Debt Securities are issued in
certificated form, such Subordinated Debt Securities will be in
denominations of $1,000 and integral multiples thereof and may be
transferred or exchanged at the offices described below. Payments on
Subordinated Debt Securities issued as a Global Security will be made to
DTC, a successor depositary or, in the event that no depositary is used, to
a Paying Agent for the Subordinated Debt Securities. In the event
Subordinated Debt Securities are issued in certificated form, principal and
interest will be payable, the transfer of the Subordinated Debt Securities
will be registrable and Subordinated Debt Securities will be exchangeable
for Subordinated Debt Securities of other denominations of a like aggregate
principal amount at the corporate trust office of the Debt Trustee in New
York, New York; provided, that payment of interest may be made at the
option of Citicorp by check mailed to the address of the holder entitled
thereto or by wire transfer to an account appropriately designated by the
holder entitled thereto. Notwithstanding the foregoing, so long as the
holder of any Subordinated Debt Securities is the Institutional Trustee,
the payment of principal and interest on the Subordinated Debt Securities
held by the Institutional Trustee will be made at such place and to such
account as may be designated by the Institutional Trustee.
Subordination
The Indenture provides that the Subordinated Debt Securities are
subordinated and junior in right of payment to all Senior Indebtedness of
Citicorp, including all outstanding subordinated debt securities issued by
Citicorp prior to the issuance of the Subordinated Debt Securities. No
payment of principal (including redemption payments), premium, if any, or
interest on the Subordinated Debt Securities may be made if there shall
have occurred and be continuing a default in any payment with respect to
Senior Indebtedness or an event of default with respect to any Senior
Indebtedness resulting in the acceleration of the maturity thereof, or if
any judicial proceeding shall be pending with respect to any such default,
unless
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and until such default shall have been cured or waived or such
proceeding shall be terminated. Upon any distribution of assets of Citicorp
to creditors upon any dissolution, winding-up, liquidation or
reorganization, whether voluntary or involuntary, or in bankruptcy,
insolvency, receivership or other proceedings, all principal, premium, if
any, and interest due or to become due on all Senior Indebtedness of
Citicorp must be paid in full before the holders of Subordinated Debt
Securities are entitled to receive or retain any payment. Notwithstanding
the foregoing, the holders of Senior Indebtedness shall not be entitled to
receive payment of any amounts which would otherwise (but for the
subordination provisions of the Indenture) be payable in respect of the
Subordinated Debt Securities but for the fact that any such Senior
Indebtedness is by its terms subordinated in right of payment to Trade
Credit (as defined herein) and, as a result of which subordination, amounts
otherwise payable in respect of such Senior Indebtedness are to be paid to
holders of Trade Credit.
The term "Senior Indebtedness" means any obligation of Citicorp to its
creditors, whether outstanding or subsequently incurred, except for (w) any
other subordinated debt securities issued under the Indenture, (x) all
other debt securities, and guarantees in respect of those debt securities,
issued to any other trust, or a trustee of such trust, partnership or other
entity affiliated with Citicorp that is a financing vehicle of Citicorp (a
"financing entity") in connection with the issuance by such financing
entity of equity securities or other securities guaranteed by Citicorp
pursuant to an instrument that ranks pari passu with, or junior to, the
Guarantee, (y) obligations incurred or assumed by Citicorp in the ordinary
course of business in connection with the obtaining of materials or
services, and all obligations of Citicorp in respect of any guarantees of
such obligations of subsidiaries of Citicorp (provided that obligations
described in this clause (y) ("Trade Credit") shall not include traveler's
checks or other unsubordinated financial instruments) and (z) any other
obligations as to which, in the instrument creating or evidencing the same
or pursuant to which the same is outstanding, it is provided that such
obligation is not Senior Indebtedness. Such Senior Indebtedness shall
continue to be Senior Indebtedness and be entitled to the benefits of the
subordination provisions irrespective of any amendment, modification or
waiver of any term of such Senior Indebtedness. The Indenture does not
limit the aggregate amount of Senior Indebtedness that may be issued by
Citicorp.
Interest
The Subordinated Debt Securities will bear interest at the rate of
____% per annum from the original date of issuance, payable semiannually in
arrears on _________ and _______ of each year (each an "Interest Payment
Date"), commencing __________, to the persons in whose name such
Subordinated Debt Securities are registered, subject to certain exceptions,
at the close of business on the Business Day next preceding such Interest
Payment Date. In the event any Subordinated Debt Securities distributed to
holders of Capital Securities shall not continue to remain in book-entry
only form, Citicorp shall have the right to select record dates, which
shall be not less than one nor more than 15 Business Days prior to the
Interest Payment Date.
The amount of interest payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. The amount of interest
payable for any period shorter than a full semiannual period for which
interest is computed, will be computed on the basis of the actual number of
days elapsed per 30-day month. In the event that any date on which interest
is payable on the Subordinated Debt Securities is not a Business Day, then
payment of the interest payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is
in the next succeeding calendar year, then such payment shall be made on
the immediately preceding Business Day, in each case with the same force
and effect as if made on such date.
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Option to Extend Interest Payment Period
So long as no Event of Default shall have occurred and be continuing
under the Indenture, Citicorp shall have the right at any time, and from
time to time, during the term of the Subordinated Debt Securities to defer
payments of interest by extending the interest payment period for a period
not exceeding 10 consecutive semiannual interest periods from the last
interest payment date to which interest was paid in full, at the end of
which Extension Period, Citicorp shall pay all interest then accrued and
unpaid (including any Additional Interest, as herein defined) together with
interest thereon compounded semiannually at the rate specified for the
Subordinated Debt Securities to the extent permitted by applicable law
("Compound Interest"); provided that during any such Extension Period, (a)
Citicorp shall not declare or pay dividends on, make any distribution with
respect to, or redeem, purchase, acquire for value or make a liquidation
payment with respect to any of its capital stock (other than (i) purchases
or acquisitions of shares of Citicorp common stock in connection with the
satisfaction by Citicorp of its obligations under any employee benefit
plans or any other contractual obligations of Citicorp (other than a
contractual obligation ranking pari passu with or junior in right of
payment to the Subordinated Debt Securities) entered into prior to the date
of issuance of the Subordinated Debt Securities, (ii) as a result of a
reclassification of Citicorp capital stock or the exchange or conversion of
one class or series of Citicorp's capital stock for another class or series
of Citicorp capital stock or (iii) the purchase of fractional interests in
shares of Citicorp's capital stock pursuant to the conversion or exchange
provisions of such Citicorp capital stock or the security being converted
or exchanged) and (b) Citicorp shall not make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
securities issued by Citicorp that rank pari passu with or junior in right
of payment to the Subordinated Debt Securities. Prior to the termination of
any such Extension Period, Citicorp may further defer payments of interest
by extending the interest payment period; provided, however, that, such
Extension Period, including all such previous and further extensions, may
not exceed 10 consecutive semiannual interest periods or extend beyond the
maturity of the Subordinated Debt Securities. Upon the termination of any
Extension Period and the payment of all amounts then due, Citicorp may
commence a new Extension Period, subject to the terms set forth in this
section. No interest shall be due and payable during an Extension Period,
except at the end thereof. Citicorp has no present intention of exercising
its right to defer payments of interest by extending the interest payment
period on the Subordinated Debt Securities. If the Institutional Trustee is
the sole holder of the Subordinated Debt Securities, Citicorp shall give
the Regular Trustees and the Institutional Trustee notice of its selection
of such Extension Period one Business Day prior to the earlier of (i) the
date distributions on the Capital Securities are payable or (ii) the date
the Regular Trustees are required to give notice to any applicable
self-regulatory organization or to holders of the Capital Securities of the
record date or the date such distribution is payable. The Regular Trustees
shall give notice of Citicorp's selection of such Extension Period to the
holders of the Capital Securities. If the Institutional Trustee is not the
sole holder of the Subordinated Debt Securities, Citicorp shall give the
holders of the Subordinated Debt Securities notice of its selection of such
Extension Period 10 Business Days prior to the earlier of (i) the Interest
Payment Date or (ii) the date upon which Citicorp is required to give
notice to any applicable self-regulatory organization or to holders of the
Subordinated Debt Securities of the record or payment date of such related
interest payment.
Additional Interest
If at any time the Trust or the Institutional Trustee shall be
required to pay any taxes, duties, assessments or governmental charges of
whatever nature (other than withholding taxes) imposed by the United States
or any other taxing authority, then, in any such case, Citicorp will pay as
additional interest ("Additional Interest") such additional amounts as
shall be required so that the net amounts received and retained by the
Trust and the Institutional Trustee after paying any such taxes, duties,
assessments or other governmental charges will be not less than the amounts
the Trust or the Institutional Trustee would have received had no such
taxes, duties, assessments or other governmental charges been imposed.
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Optional Redemption
Citicorp will have the right to redeem the Subordinated Debt
Securities, in whole or in part, from time to time, on or after
___________, and earlier in certain circumstances upon the occurrence of a
Tax Event or a Regulatory Capital Event as described under "Description of
the Capital Securities -- Tax Event Redemption or Distribution" and
"--Regulatory Capital Event Redemption or Distribution," upon not less than
30 nor more than 60 days' notice, at a redemption price equal to the
applicable Redemption Percentage (as defined under "Description of the
Capital Securities -- Redemption") of the principal amount to be redeemed
plus accrued and unpaid interest, including Additional Interest, if any, to
the redemption date; provided, however, that the Subordinated Debt
Securities may not be redeemed in part unless all unpaid interest,
including Additional Interest, accrued through the most recent semiannual
interest period ending on or prior to the date fixed for redemption shall
have been paid. Before effecting any optional redemption, Citicorp will
obtain any approvals of regulatory authorities then required by applicable
law.
Indenture Events of Default
See "Description of the Subordinated Debt Securities --Events of
Default, Waiver and Notice" in the accompanying Prospectus for a
description of Events of Default under the Indenture. An Event of Default
under the Indenture also constitutes a Declaration Event of Default. The
holders of Capital Securities in certain circumstances have the right to
direct the Institutional Trustee to exercise its rights as the holder of
the Subordinated Debt Securities. See "Description of the Capital
Securities--Declaration Events of Default" and "--Voting Rights."
Notwithstanding the foregoing, if an Event of Default under the Indenture
has occurred and is continuing and such event is attributable to the
failure of Citicorp to pay interest or principal on the Subordinated Debt
Securities on the date such interest or principal is otherwise payable,
Citicorp acknowledges that a holder of Capital Securities may then
institute a Direct Action for payment on or after the respective due date
specified in the Subordinated Debt Securities. Notwithstanding any payments
made to such holder of Capital Securities by Citicorp in connection with a
Direct Action, Citicorp shall remain obligated to pay the principal of or
interest on the Subordinated Debt Securities held by the Trust or the
Institutional Trustee of the Trust, and Citicorp shall be subrogated to the
rights of the holder of such Capital Securities with respect to payments on
the Capital Securities to the extent of any payments made by the Company to
such holder in any Direct Action. The holders of Capital Securities will
not be able to exercise directly any other remedy available to the holders
of the Subordinated Debt Securities.
Book-Entry and Settlement
If distributed to holders of Capital Securities in connection with the
involuntary or voluntary dissolution, winding-up or liquidation of the
Trust as a result of the occurrence of a Tax Event or a Regulatory Capital
Event, the Subordinated Debt Securities will be issued in the form of one
or more global certificates (each a "Global Security") registered in the
name of the Depositary or its nominee. Except under the limited
circumstances described below, Subordinated Debt Securities represented by
the Global Security will not be exchangeable for, and will not otherwise be
issuable as, Subordinated Debt Securities in definitive form. The Global
Securities described above may not be transferred except by the Depositary
to a nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or to a successor
depositary or its nominee.
Except as provided below, owners of beneficial interests in such a
Global Security will not be entitled to receive physical delivery of
Subordinated Debt Securities in definitive form and will not be considered
the holders (as defined in the Indenture) thereof for any purpose under the
Indenture, and no Global Security representing Subordinated Debt Securities
shall be exchangeable, except for another Global Security of like
denomination and tenor to be registered in the name of the Depositary or
its nominee or to
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a successor depositary or its nominee. Accordingly, each Beneficial Owner
must rely on the procedures of the Depositary or if such person is not a
Participant, on the procedures of the Participant through which such person
owns its interest to exercise any rights of a holder under the Indenture.
The Depositary
If Subordinated Debt Securities are distributed to holders of Capital
Securities in liquidation of such holders' interests in the Trust, DTC will
act as securities depositary for the Subordinated Debt Securities. For a
description of DTC and the specific terms of the depositary arrangements,
see "Description of the Capital Securities -- Book-Entry Only Issuance --
The Depository Trust Company." As of the date of this Prospectus
Supplement, the description therein of DTC's book-entry system and DTC's
practices as they relate to purchases, transfers, notices and payments with
respect to the Capital Securities apply in all material respects to any
debt obligations represented by one or more Global Securities held by
Citicorp. Citicorp may appoint a successor to DTC or any successor
depositary in the event DTC or such successor depositary is unable or
unwilling to continue as a depositary for the Global Securities.
None of Citicorp, the Trust, the Institutional Trustee, any paying
agent and any other agent of Citicorp, or the Debt Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global
Security for such Subordinated Debt Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
Discontinuance of the Depositary's Services
A Global Security shall be exchangeable for Subordinated Debt
Securities registered in the names of persons other than the Depositary or
its nominee only if (i) the Depositary notifies Citicorp that it is
unwilling or unable to continue as a depositary for such Global Security
and no successor depositary shall have been appointed, (ii) the Depositary,
at any time, ceases to be a clearing agency registered under the Exchange
Act at which time the Depositary is required to be so registered to act as
such depositary and no successor depositary shall have been appointed,
(iii) Citicorp, in its sole discretion, determines that such Global
Security shall be so exchangeable or (iv) there shall have occurred an
Event of Default with respect to such Subordinated Debt Securities. Any
Global Security that is exchangeable pursuant to the preceding sentence
shall be exchangeable for Subordinated Debt Securities registered in such
names as the Depositary shall direct. It is expected that such instructions
will be based upon directions received by the Depositary from its
Participants with respect to ownership of beneficial interests in such
Global Security.
Governing Law
The Indenture and the Subordinated Debt Securities will be governed
by, and construed in accordance with, the laws of the State of New York.
Miscellaneous
The Indenture will provide that Citicorp will pay all fees and
expenses related to (i) the offering of the Subordinated Debt Securities,
(ii) the organization, maintenance and dissolution of the Trust, (iii) the
retention of the Trustees and (iv) the enforcement by the Institutional
Trustee of the rights of the holders of the Capital Securities.
Citicorp will have the right at all times to assign any of its
respective rights or obligations under the Indenture to a direct or
indirect wholly-owned subsidiary of Citicorp; provided that, in the event
of any such
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assignment, Citicorp will remain liable for all of their respective
obligations. Subject to the foregoing, the Indenture will be binding upon
and inure to the benefit of the parties thereto and their respective
successors and assigns. The Indenture provides that it may not otherwise be
assigned by the parties thereto.
UNITED STATES FEDERAL INCOME TAXATION
General
In the opinion of E. Noel Harwerth, Esq., Chief Tax Officer of
Citibank, N.A., the following discussion describes the material United
States federal income tax consequences applicable to holders of the Capital
Securities. This discussion deals only with Capital Securities held as
capital assets by initial holders and does not deal with special classes of
holders, such as dealers in securities or currencies, life insurance
companies, tax-exempt organizations, persons holding the Capital Securities
as a hedge or hedged against currency risks or as part of a straddle or
conversion transaction or persons whose functional currency is not the U.S.
dollar. This discussion is based on the Internal Revenue Code of 1986, as
amended (the "Code"), Treasury regulations thereunder, published rulings
and court decisions, as currently in effect, all of which are subject to
change, possibly with retroactive effect.
Persons considering the purchase of Capital Securities should consult
their own tax advisors concerning the application of the United States
federal income tax laws to their particular situations, as well as the
application of state or local laws or the laws of any other taxing
jurisdiction.
United States Holders
As used herein, "United States Holder" means a beneficial holder of
Capital Securities who or which is (i) a citizen or resident of the United
States, (ii) a corporation created or organized under the laws of the
United States or any political subdivision thereof (including the District
of Columbia), or (iii) a person otherwise subject to United States federal
income taxation on a net income basis in respect of Capital Securities.
Classification of the Subordinated Debt Securities
Assuming full compliance with the terms of the Indenture and the
Declaration, the Subordinated Debt Securities will be classified for United
States federal income tax purposes as indebtedness of Citicorp.
Classification of the Trust
Assuming full compliance with the terms of the Indenture and the
Declaration, the Trust will be classified for United States federal income
tax purposes as a grantor trust and not as an association taxable as a
corporation. Accordingly, for United States federal income tax purposes,
each holder of Capital Securities generally will be considered the owner of
an undivided interest in the Subordinated Debt Securities, and each holder
will be required to include in its gross income interest and original issue
discount ("OID"), if any, accrued with respect to its allocable share of
the Subordinated Debt Securities.
Interest and Original Issue Discount
United States Holders (including cash basis United States Holders) of
debt instruments issued with OID must generally include such OID in income
as it accrues on a constant yield basis, generally before the receipt of
cash attributable to such income. A debt instrument will generally be
treated as issued with OID if the excess of the instrument's "stated
redemption price at maturity" over its issue price is more than a
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specified de minimis amount. The stated redemption price at maturity of an
instrument is the total of all payments provided by the instrument that are
not payments of "qualified stated interest." A qualified stated interest
payment is generally any one of a series of stated interest payments on an
instrument that are unconditionally payable at least annually at a single
fixed rate. In determining whether a debt instrument has been issued with
OID, remote contingencies as to the timely payment of stated interest are
ignored. In the case of the Subordinated Debt Securities, Citicorp has
concluded that the likelihood of its exercising its option to defer payment
of interest is remote because the exercise of such option would prevent
Citicorp from declaring dividends on any class of its stock. Accordingly,
Citicorp intends to treat the Subordinated Debt Securities as having been
issued without OID and, therefore, United States Holders of the Capital
Securities will accrue interest income under their particular methods of
accounting (e.g., cash or accrual) rather than accruing OID on a constant
yield basis.
If, however, Citicorp were to exercise its right to defer payments of
interest, under existing Treasury regulations, the Subordinated Debt
Securities will become OID instruments, and all United States Holders of
the Capital Securities will thereafter be required to accrue interest on a
constant yield basis during any Extension Period even though Citicorp will
not pay the interest in cash until the end of the Extension Period, and
even though a United States Holder may be on the cash method of accounting.
Furthermore, if the Subordinated Debt Securities become OID instruments
because Citicorp has exercised its right to defer payment of interest, they
will be taxed as OID instruments for as long as they remain outstanding,
even after the expiration of the Extension Period and the payment of all
accrued and compounded interest.
The above conclusions are based on recently-promulgated Treasury
regulations, which have not been interpreted by any court decisions or
addressed in any rulings or other pronouncements of the Internal Revenue
Service ("IRS"), and its is possible that the IRS could take a position
contrary to the conclusions herein.
Corporate holders of the Capital Securities will not be entitled to a
dividends-received deduction with respect to any income recognized with
respect to the Capital Securities.
Market Discount and Bond Premium
Under certain circumstances, United States Holders of Capital
Securities other than initial holders may be considered to have acquired
their undivided interests in the Subordinated Debt Securities with market
discount or acquisition premium as such phrases are defined for United
States federal income tax purposes. Such holders are advised to consult
their tax advisors as to the income tax consequences of the acquisition,
ownership and disposition of the Capital Securities.
Receipt of Subordinated Debt Securities or Cash Upon Liquidation of the
Trust
As described under "Description of the Capital Securities --Tax Event
Redemption or Distribution" and "--Regulatory Capital Event Redemption or
Distribution," Citicorp has the right to distribute Subordinated Debt
Securities to holders in exchange for the Capital Securities and in
liquidation of the Trust. Under current law, such a distribution, for
United States federal income tax purposes, would be treated as a
non-taxable event to each holder, and each holder would receive an
aggregate tax basis in the Subordinated Debt Securities equal to such
holder's aggregate tax basis in its Capital Securities. A holder's holding
period in the Subordinated Debt Securities so received in liquidation of
the Trust would include the period during which the Capital Securities were
held by such holder. If, however, the Trust is treated as an association
taxable as a corporation at the time of its liquidation, the distribution
of Subordinated Debt Securities in liquidation of the Trust would likely
constitute a taxable event to the holders of the Capital Securities.
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Upon the occurrence of a Tax Event or a Regulatory Capital Event, the
Subordinated Debt Securities may be redeemed for cash and the proceeds of
such redemption distributed to holders in redemption of their Capital
Securities. Under current law, such a redemption would, for United States
federal income tax purposes, constitute a taxable disposition of the
redeemed Capital Securities, and a United States Holder would recognize
gain or loss as if it sold such redeemed Capital Securities for cash. See
"United States Federal Income Taxation -- Sales of Capital Securities."
Sales of Capital Securities
A United States Holder that sells Capital Securities will recognize
gain or loss equal to the difference between its adjusted tax basis in the
Capital Securities and the amount realized on the sale of such Capital
Securities. Assuming Citicorp does not defer interest on the Subordinated
Debt Securities by extending the interest payment period, a holder's
adjusted tax basis in the Capital Securities generally will be its initial
purchase price. Except to the extent attributable to accrued but unpaid
interest (which is taxable as ordinary income ) and subject to the market
discount rules described above, such gain or loss generally will be capital
gain or loss and generally will be long-term capital gain or loss if the
Capital Securities have been held for more than one year.
The Capital Securities may trade at a price that does not accurately
reflect the value of accrued but unpaid interest with respect to the
underlying Subordinated Debt Securities. If Citicorp exercises its right to
defer payments of interest, a United States Holder who disposes of his
Capital Securities between record dates for payments of distributions
thereon will be required to include accrued but unpaid interest on the
Subordinated Debt Securities through the date of disposition in income as
ordinary income, and to add such amount to his adjusted tax basis in his
pro rata share of the underlying Subordinated Debt Securities deemed
disposed of. To the extent the selling price is less than the United States
Holder's adjusted tax basis (which will include, in the form of OID, all
accrued but unpaid interest) such holder will recognize a capital loss.
Subject to certain limited exceptions, capital losses cannot be applied to
offset ordinary income for United States federal income tax purposes.
Accrual basis United States Holders will be subject to similar treatment
without regard to Citicorp's election to defer.
United States Alien Holders
Under present United States federal income tax law and subject to the
discussion of backup withholding below:
(a) payment of principal and interest (including any OID) by the
Trust or any of its paying agents to any United States Alien Holder
(as defined below) will not be subject to United States federal
withholding tax, provided that in the case of interest or OID, (1) the
beneficial owner of the Capital Securities does not actually or
constructively own 10% or more of the total combined voting power of
all classes of stock of Citicorp entitled to vote, (2) the beneficial
owner of the Capital Securities is not a controlled foreign
corporation that is related to Citicorp through stock ownership, (3)
either (i) the beneficial owner of the Capital Securities certifies to
Citicorp or its agent, under penalties of perjury, that he is not a
United States person (as defined below) and provides his name and
address, or (ii) a securities clearing organization, bank or other
financial institution that holds customers' securities in the ordinary
course of its trade or business (a "financial institution") and holds
the Capital Securities on behalf of the beneficial owner certifies to
Citicorp or its paying agent under penalties of perjury that such
statement has been received from the beneficial owner by it or by a
financial institution between it and the beneficial owner and
furnishes the payor a copy thereof, and (4) the beneficial owner is
not a bank as to which the Capital Securities (or any portion thereof)
is
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considered to be an extension of credit made by a bank pursuant
to a loan agreement entered into in the ordinary course of the bank's
trade or business;
(b) a United States Alien Holder will not be subject to United
States federal withholding tax on gain realized on the sale or other
disposition of Capital Securities.
As used herein, a "United States Alien Holder" is any holder of
Capital Securities who is a United States Alien (as defined below). As used
herein, a "United States Alien" means any person who, for United States
federal income tax purposes, is a foreign corporation, a non-resident alien
individual, a non-resident alien fiduciary of a foreign estate or trust, or
a foreign partnership to the extent that one or more of the members is, for
United States federal income tax purposes, a foreign corporation, a
non-resident alien individual or a non-resident alien fiduciary of a
foreign estate or trust, in each case not subject to United States federal
income tax on a net income basis in respect of Capital Securities. "United
States person" means a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under
the laws of the United States or an estate or trust the income of which is
subject to United States federal income taxation regardless of its source.
Backup Withholding and Information Reporting
Payments of principal (including OID, if any) and any premium and
interest made within the United States by the Trust or any of its paying
agents are generally subject to information reporting and possibly to
"backup withholding" at a rate of 31%. Information reporting and backup
withholding do not apply to payments made on Capital Securities if the
certification described in clause (a)(3) under "United States Alien
Holders" is received, provided, in each case, that the payor does not have
actual knowledge that the holder is a United States person.
Payment of the proceeds from the sale of Capital Securities to or
through a foreign 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% or more of whose gross income is
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 foreign status and has no actual knowledge to the
contrary, or the owner otherwise establishes an exemption. Payment of the
proceeds from a sale of Capital Securities to or through the United States
office of a broker is 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
information reporting and backup withholding.
Backup withholding will generally not apply to United States Holders
other than certain noncorporate Holders who fail to supply an accurate
taxpayer identification number or who fail to report all interest and
dividend income required to be shown on their federal income tax returns.
Proposed Tax Legislation
Prospective investors should be aware that the Clinton administration
has previously proposed legislation that, if enacted, would deny corporate
issuers a deduction for interest in respect of certain debt obligations
that have a maximum term in excess of 15 years and are not shown as
indebtedness on the issuer's applicable consolidated balance sheet and
would also deny issuers an interest deduction on any debt instruments with
a weighted average maturity of greater than 40 years. No such proposals are
currently pending in Congress, but there can be no assurance that similar
legislation will not be enacted in the future or that other legislation
enacted after the date hereof will not adversely affect the ability of the
Company to
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deduct the interest payable on the Subordinated Debt Securities.
Accordingly, there can be no assurance that a Tax Event will not occur. See
"Description of the Capital Securities--Tax Event Redemption or
Distribution".
ERISA CONSIDERATIONS
Each of the Company (the obligor with respect to the Subordinated Debt
Securities held by the Trust) and its affiliates may be considered a "party
in interest" (within the meaning of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA")) or a "disqualified person" (within the
meaning of Section 4975 of the Code) with respect to certain employee
benefit plans ("Plans") that are subject to ERISA. Any purchaser proposing
to acquire Capital Securities with assets of any Plan should consult with
its counsel. The purchase and/or holding of Capital Securities by a Plan
that is subject to the fiduciary responsibility provisions of ERISA or the
prohibited transaction provisions of Section 4975 of the Code (including
individual retirement arrangements and other plans described in Section
4975(e)(1) of the Code) and with respect to which the Company or any
affiliate is a service provider (or otherwise is a party in interest or a
disqualified person) may constitute or result in a prohibited transaction
under ERISA or Section 4975 of the Code, unless such Capital Securities are
acquired pursuant to and in accordance with an applicable exemption, such
as Prohibited Transaction Class Exemption ("PTCE") 84-14 (an exemption for
certain transactions determined by an independent qualified professional
asset manager), PTCE 91-38 (an exemption for certain transactions involving
bank collective investment funds), PTCE 90-1 (an exemption for certain
transactions involving insurance company pooled separate accounts), PTCE
95-60 (an exemption for transactions involving certain insurance company
general accounts) or PTCE 96-23 (an exemption for certain transactions
determined by an in-house asset manager). In addition, a Plan fiduciary
considering the purchase of Capital Securities should be aware that the
assets of the Trust may be considered "plan assets" for ERISA purposes. In
such event, service providers with respect to the assets of the Trust may
become parties in interest or disqualified persons with respect to
investing Plans, and any discretionary authority exercised with respect to
the Subordinated Debt Securities by such persons could be deemed to
constitute a prohibited transaction under ERISA or the Code. In order to
avoid such prohibited transactions, each investing Plan, by purchasing the
Capital Securities, will be deemed to have directed the Trust to invest in
the Subordinated Debt Securities and to have appointed the Institutional
Trustee.
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting
agreement (the "Underwriting Agreement"), the Trust has agreed to sell to
each of the Underwriters named below, and each of the Underwriters has
severally agreed to purchase the number of Capital Securities 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 Capital Securities offered hereby if any of
the Capital Securities are purchased. In the event of default by an
Underwriter, the Underwriting Agreement provides that, in certain
circumstances, the purchase commitments of the non-defaulting Underwriters
may be increased or the Underwriting Agreement may be terminated.
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Number of
Capital
Underwriters Securities
------------ ----------
Total
The Underwriters propose to offer the Capital Securities, in part,
directly to the public at the initial public offering price set forth on
the cover page of this Prospectus Supplement, and, in part, to certain
securities dealers at such price less a concession of $____ per Capital
Security. The Underwriters may allow, and such dealers may reallow, a
concession not in excess of $____ per Capital Security to certain brokers
and dealers. After the Capital Securities are released for sale to the
public, the offering price and other selling terms may from time to time be
varied by Citicorp Securities, Inc.
In view of the fact that the proceeds of the sale of the Capital
Securities will ultimately be used to purchase the Subordinated Debt
Securities of Citicorp, the Underwriting Agreement provides that Citicorp
will pay as compensation ("Underwriters' Compensation") to the Underwriters
arranging the investment therein of such proceeds, an amount in immediately
available funds of $____ per Capital Security (or $_________ in the
aggregate) for the accounts of the several Underwriters.
Because the National Association of Securities Dealers, Inc. ("NASD")
is expected to view the Capital Securities offered hereby as interests in a
direct participation program, the offering is being made in compliance with
Rule 2810 of the NASD's Conduct Rules. Offers and sales of Capital
Securities will be made only to (i) "qualified institutional buyers", as
defined in Rule 144A under the Securities Act of 1933, as amended (the
"Act") or (ii) institutional "accredited investors", as defined in Rule
501(a)(1)-(3) of Regulation D under the Act. The Underwriters may not
confirm sales to any accounts over which they exercise discretionary
authority without the prior written approval of the transaction by the
customer.
Prior to this offering there has been no public market for the Capital
Securities. The Underwriters have advised the Trust that they intend to
make a market in the Capital Securities. The Underwriters will have no
obligation to make a market in the Capital Securities, however, and may
cease market-making activities, if commenced, at any time.
The Trust and Citicorp have 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.
This Prospectus Supplement and related Prospectus may be used by
direct or indirect subsidiaries of Citicorp in connection with offers and
sales related to secondary market transactions. Such subsidiaries may act
as principal or agent in such transactions. Such sales may 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 Capital Securities will comply with the requirements
of Rule 2720 of the Conduct Rules of the NASD regarding underwriting
securities of the affiliate.
Certain of the Underwriters engage in transactions with, and, from
time to time, have performed services for, Citicorp and its subsidiaries in
the ordinary course of business.
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VALIDITY OF SECURITIES
Certain matters of Delaware law relating to the validity of the
Capital Securities will be passed upon on behalf of the Trust by Morris,
Nichols, Arsht & Tunnell, Wilmington, Delaware, special Delaware counsel to
the Trust. The validity of the Subordinated Debt Securities and the
Guarantee and certain matters relating thereto will be passed upon for
Citicorp by Stephen E. Dietz, Associate General Counsel of Citibank, N.A.
Mr. Dietz 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. The validity of the Capital Securities, the Guarantee and the
Subordinated Debt Securities will be passed upon for the Underwriters by
Sullivan & Cromwell, New York, New York. In rendering their opinion,
Sullivan & Cromwell will rely on the opinion of Morris, Nichols, Arsht &
Tunnell as to matters of Delaware law.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with the issuance and distribution of
the securities being registered, other than underwriting compensation, are
approximately $15,000, in addition to those incurred or to be incurred in
connection with the offering of securities registered under the Prior
Registration Statement.
Item 15. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the General Corporation Law of the State
of Delaware empowers a corporation to indemnify any person who was or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under similar standards, except that no indemnification may be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation, among others, has been successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to in subsections (a) and (b)
or in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith; that expenses incurred by a director or officer in
defending any action, suit or proceeding may be paid by the corporation in
advance of the final disposition thereof upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it is ultimately
determined that such director or officer is not entitled to indemnification
under Section 145; and that indemnification and advancement of expenses provided
for by Section 145 shall not be deemed exclusive of any other rights to which
the person seeking indemnification or advancement of expenses may be entitled;
and empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation, among others, against any liability
asserted against him or incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liabilities under Section 145.
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The Restated Certificate of Incorporation, as amended, of Citicorp
provides, in effect, that, to the extent and under the circumstances permitted
by subsections (a) and (b) of Section 145, Citicorp (i) shall indemnify any
person who was or is a party or is threatened to be made a party to any action,
suit or proceeding described in subsections (a) and (b) by reason of the fact
that he is or was a director or officer of Citicorp against expenses, judgments,
fines and amounts paid in settlement, and (ii) may indemnify any person who was
or is a party or is threatened to be made a party to any such action, suit or
proceeding if such person was an employee or agent of Citicorp and is or was
serving at the request of Citicorp as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise. Such
Restated Certificate of Incorporation also provides, in effect, that expenses
incurred by a director or officer in defending a civil or criminal action, suit
or proceeding shall be paid by Citicorp in advance of the final disposition
thereof upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that such
director or officer is not entitled to be indemnified by Citicorp. In addition,
as permitted by Section 145 of the General Corporation Law of the State of
Delaware, Citicorp maintains liability insurance covering directors and
principal officers, including the Regular Trustees of the Trusts.
Article IV of the Declaration of Trust of each Trust limits the liability
to the Trust and certain other persons, and provides for the indemnification by
the Trust or Citicorp, of Trustees, their officers, directors and employees and
certain other persons.
Item 16. Exhibits.
1(a) -- Form of Underwriting Agreement--Senior Notes (with
representatives, with delayed delivery). (1)
1(b) -- Form of Underwriting Agreement--Senior Notes (without
representatives, with delayed delivery). (1)
1(c) -- Form of Underwriting Agreement--Senior Notes (with
representatives, without delayed delivery). (2)
1(d) -- Form of Underwriting Agreement--Senior Notes (without
representatives, without delayed delivery). (2)
1(e) -- Form of Underwriting Agreement--Senior Notes (with Notes
and/or Warrants). (3)
1(f) -- Form of Selling Agent Agreement--Senior Notes (Domestic).
(4)
1(g) -- Form of Selling Agent Agreement--Senior Notes (Euro). (5)
1(h) -- Form of Delayed Delivery Contract--Senior Notes. (1)
1(i) -- Form of Underwriting Agreement--Subordinated Notes (with
representatives, with delayed delivery). (6)
1(j) -- Form of Underwriting Agreement--Subordinated Notes (without
representatives, with delayed delivery). (6)
1(k) -- Form of Underwriting Agreement--Subordinated Notes (with
representatives, without delayed delivery). (6)
1(l) -- Form of Underwriting Agreement--Subordinated Notes (without
representatives, without delayed delivery). (6)
1(m) -- Form of Underwriting Agreement--Subordinated Notes (with
Subordinated Securities and/or Warrants). (7)
1(n) -- Form of Selling Agent Agreement--Subordinated Notes
(Domestic). (8)
1(o) -- Form of Selling Agent Agreement--Subordinated Notes (Euro).
(8)
1(p) -- Form of Delayed Delivery Contract--Subordinated Notes. (6)
1(q) -- Form of Underwriting Agreement--Subordinated Capital Notes
(with representatives). (9)
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<PAGE>
1(r) -- Form of Underwriting Agreement--Subordinated Capital Notes
(without representatives). (9)
1(s) -- Form of Underwriting Agreement -- Preferred Stock (with
Representatives). (10)
1(t) -- Form of Underwriting Agreement -- Preferred Stock (without
Representatives). (10)
1(u) -- Form of Underwriting Agreement -- Common Stock (with
Representatives). (16)
1(v) -- Form of Underwriting Agreement -- Common Stock (without
Representatives). (16)
1(w) -- Form of Underwriting Agreement -- Trust Capital Securities
(19)
3(i) -- Restated Certificate of Incorporation, as amended through
June 16, 1993, of Citicorp. (16)
(a) Certificate of Designations, Series 18 Preferred
Stock. (17)
(b) Certificate of Designations, Series 19 Preferred
Stock. (17)
(c) Certificate of Designations, Series 20 Preferred
Stock. (17)
(d) Certificate of Designations, Series 21 Preferred
Stock. (17)
(e) Certificate of Designations, Series 22 Preferred
Stock. (17)
(f) Certificate of Designations, Series 23 Preferred
Stock. (17)
3(ii) -- Bylaws of Citicorp. (11)
4(a) -- Senior Indenture between Citicorp and United States Trust
Company of New York, as Trustee. (4)
4(b) -- First Supplemental Indenture to Senior Indenture between
Citicorp and United States Trust Company of New York, as
Trustee. (5)
4(c) -- Forms of Senior Notes (included in Exhibit 4(a) at pages
A-1 to F-27).
4(d) -- Subordinated Indenture between Citicorp and The Chase
Manhattan Bank (formerly known as Chemical Bank), as
Trustee. (12)
4(e)(i) -- First Supplemental Indenture to Subordinated Indenture
between Citicorp and The Chase Manhattan Bank, as Trustee.
(13)
4(e)(ii) -- Second Supplemental Indenture to Subordinated Indenture
between Citicorp and The Chase Manhattan Bank, as Trustee.
(18)
4(f) -- Forms of Subordinated Notes (included in Exhibit 4(d) at
pages A-1 to G.3-2).
4(g) -- Subordinated Capital Notes Indenture between Citicorp and
The Chase Manhattan Bank (formerly known as Chemical Bank),
as Trustee. (9)
4(h) -- First Supplemental Indenture to Subordinated Capital Notes
Indenture between Citicorp and The Chase Manhattan Bank
(formerly known as Chemical Bank), as Trustee. (14)
4(i) -- Form of Note Warrant Agreement--Senior Notes (with
definitive Note Warrants). (3)
4(j) -- Form of definitive Note Warrant--Senior Notes (included in
Exhibit 4(h) at pages 16 to 22). (3)
4(k) -- Form of Note Warrant Agreement--Senior Notes (with global
Note Warrants). (3)
4(l) -- Form of global Note Warrant--Senior Notes (included in
Exhibit 4(k) at pages 22 to 29). (3)
4(m) -- Form of Note Warrant Agreement--Subordinated Notes (with
definite Note Warrants). (7)
4(n) -- Form of definitive Note Warrant--Subordinated Notes
(included in Exhibit 4(m) at pages 16-22). (7)
4(o) -- Form of Note Warrant Agreement--Subordinated Notes (with
global Warrants). (7)
4(p) -- Form of global Note Warrant--Subordinated Notes (included
at Exhibit 4(m) at pages 22-29). (7)
4(q) -- Form of Currency Warrant Agreement (with global Currency
Warrants). (15)
4(r) -- Form of global Currency Warrant (included in Exhibit 4(h)
at pages A-1 to A-5). (15)
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4(s) -- Form of Certificate for shares of Preferred Stock. (10)
4(t) -- Form of Depositary Receipt. (10)
4(u) -- Form of Deposit Agreement. (10)
4(v) -- Form of Common Stock and Preferred Stock Warrant Agreement
(with definitive Common Stock and Preferred Stock Warrant).
(16)
4(w) -- Form of Common Stock and Preferred Stock Warrant (included
in Exhibit 4(v) at pages 14 to 19). (16)
4(x) -- Certificate of Trust of Citicorp Capital III. (Certificates
of Trust for each other Trust, identical except for the
name, will be filed upon request.) (20)
4(y) -- Declaration of Trust of Citicorp Capital III. (Declarations
of Trust for each other Trust, identical except for the
name, will be filed upon request.) (20)
4(z)(i) -- Form of Amended and Restated Declaration of Trust to be
used in connection with the issuance of Capital Securities
by Citicorp Capital III. (20)
4(z)(ii) -- Form of Amended and Restated Declaration of Trust to be
used in connection with the issuance of Capital Securities
by Citicorp Capital IV. (20)
4(z)(iii) -- Form of Amended and Restated Declaration of Trust to be
used in connection with the issuance of Capital Securities
by Citicorp Capital V. (20)
4(z)(iv) -- Form of Amended and Restated Declaration of Trust to be
used in connection with the issuance of Capital Securities
by Citicorp Capital VI. (20)
4(z)(v) -- Form of Amended and Restated Declaration of Trust to be
used in connection with the issuance of Capital Securities
by Citicorp Capital VII. (20)
4(z)(vi) -- Form of Amended and Restated Declaration of Trust to be
used in connection with the issuance of Capital Securities
by Citicorp Capital VIII.(20)
4(z)(vii) -- Form of Amended and Restated Declaration of Trust to be
used in connection with the issuance of Capital Securities
by Citicorp Capital IX. (20)
4(aa) -- Junior Subordinated Indenture between Citicorp and
Wilmington Trust Company, as Trustee. (20)
4(bb) -- Form of Supplemental Indenture to be used in connection
with the issuance of Junior Subordinated Debt Securities
and Capital Securities. (19)
4(cc)(i) -- Form of Capital Security of Citicorp Capital III. (included
as part of Exhibit 4(z)(ii)).
4(cc)(ii) -- Form of Capital Security of Citicorp Capital IV. (included
as part of Exhibit 4(z)(iii)).
4(cc)(iii) -- Form of Capital Security of Citicorp Capital V. (included
as part of Exhibit 4(z)(iv)).
4(cc)(iv) -- Form of Capital Security of Citicorp Capital VI. (included
as part of Exhibit 4(z)(v)).
4(cc)(v) -- Form of Capital Security of Citicorp Capital VII. (included
as part of Exhibit 4(z)(vi)).
4(cc)(vi) -- Form of Capital Security of Citicorp Capital VIII.
(included as part of Exhibit 4(z)(vii)).
4(cc)(vii) -- Form of Capital Security of Citicorp Capital IX. (included
as part of Exhibit 4(z)(viii)).
4(dd) -- Form of Junior Subordinated Debt Security (included as part
of Exhibit 4(aa)).
4(ee)(i) -- Form of Guarantee with respect to Capital Securities of
Citicorp Capital III. (20)
4(ee)(ii) -- Form of Guarantee with respect to Capital Securities of
Citicorp Capital IV. (20)
4(ee)(iii) -- Form of Guarantee with respect to Capital Securities of
Citicorp Capital V. (20)
4(ee)(iv) -- Form of Guarantee with respect to Capital Securities of
Citicorp Capital VI.(20)
4(ee)(v) -- Form of Guarantee with respect to Capital Securities of
Citicorp Capital VII. (20)
4(ee)(vi) -- Form of Guarantee with respect to Capital Securities of
Citicorp Capital VIII. (20)
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4(ee)(vii) -- Form of Guarantee with respect to Capital Securities of
Citicorp Capital IX. (20)
5(a) -- Opinion and consent of Stephen E. Dietz, Associate General
Counsel of Citibank, N.A.
5(b) -- Opinion and consent of Morris, Nichols, Arsht & Tunnell.
8(a) -- Opinion and consent of E. Noel Harwerth, Esq., Chief Tax
Officer of Citibank, N.A.
12(a) -- Citicorp and Subsidiaries--Calculation of Ratio of Income
to Fixed Charges. (18)
23(a) -- Consent of KPMG Peat Marwick LLP.
23(b) -- Consent of Stephen E. Dietz, Associate General Counsel of
Citibank, N.A. (included as part of Exhibit 5(a)).
23(c) -- Consent of Morris, Nichols, Arsht & Tunnell (included as
part of Exhibit 5(b)).
23(d) -- Consent of E. Noel Harwerth (included as part of Exhibit
8(a)).
24 -- Powers of Attorney.
25(a) -- Statement of Eligibility of Wilmington Trust Company, as
Trustee with respect to Junior Subordinated Debt Securities
of Citicorp.
25(b) -- Statement of Eligibility of Wilmington Trust Company, as
Property Trustee under the Amended and Restated Declaration
of Trust of Citicorp Capital III.
25(c) -- Statement of Eligibility of Wilmington Trust Company, as
Property Trustee under the Amended and Restated Declaration
of Trust of Citicorp Capital IV.
25(d) -- Statement of Eligibility of Wilmington Trust Company, as
Property Trustee under the Amended and Restated Declaration
of Trust of Citicorp Capital V.
25(e) -- Statement of Eligibility of Wilmington Trust Company, as
Property Trustee under the Amended and Restated Declaration
of Trust of Citicorp Capital VI.
25(f) -- Statement of Eligibility of Wilmington Trust Company, as
Property Trustee under the Amended and Restated Declaration
of Trust of Citicorp Capital VII.
25(g) -- Statement of Eligibility of Wilmington Trust Company, as
Property Trustee under the Amended and Restated Declaration
of Trust of Citicorp Capital VIII.
25(h) -- Statement of Eligibility of Wilmington Trust Company, as
Property Trustee under the Amended and Restated Declaration
of Trust of Citicorp Capital IX.
25(i) -- Statement of Eligibility of Wilmington Trust Company, as
Guarantee Trustee under the Capital Securities Guarantee of
Citicorp for the benefit of the holders of Capital
Securities of Citicorp Capital III.
25(j) -- Statement of Eligibility of Wilmington Trust Company, as
Guarantee Trustee under the Capital Securities Guarantee of
Citicorp for the benefit of the holders of Capital
Securities of Citicorp Capital IV.
25(k) -- Statement of Eligibility of Wilmington Trust Company, as
Guarantee Trustee under the Capital Securities Guarantee of
Citicorp for the benefit of the holders of Capital
Securities of Citicorp Capital V.
25(l) -- Statement of Eligibility of Wilmington Trust Company, as
Guarantee Trustee under the Capital Securities Guarantee of
Citicorp for the benefit of the holders of Capital
Securities of Citicorp Capital VI.
25(m) -- Statement of Eligibility of Wilmington Trust Company, as
Guarantee Trustee under the Capital Securities Guarantee of
Citicorp for the benefit of the holders of Capital
Securities of Citicorp Capital VII.
25(n) -- Statement of Eligibility of Wilmington Trust Company, as
Guarantee Trustee under the Capital Securities Guarantee of
Citicorp for the benefit of the holders of Capital
Securities of Citicorp Capital VIII.
25(o) -- Statement of Eligibility of Wilmington Trust Company, as
Guarantee Trustee under the Capital Securities Guarantee of
Citicorp for the benefit of the holders of Capital
Securities of Citicorp Capital IX.
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25(r) -- Statement of Eligibility of United States Trust Company of
New York with respect to Senior Notes of Citicorp.
25(s) -- Statement of Eligibility of The Chase Manhattan Bank with
respect to Subordinated Notes of Citicorp.
- --------
(1) Incorporated herein by reference to Citicorp's Registration
Statement on Form S-3, File No. 2-95728.
(2) Incorporated herein by reference to Citicorp's Registration
Statement on Form S-3, File No. 33-2978.
(3) Incorporated herein by reference to Citicorp's Registration
Statement on Form S-3, File No. 33-20454.
(4) Incorporated herein by reference to Citicorp's Registration
Statement on Form S-3, File No. 33-30791.
(5) Incorporated herein by reference to Citicorp's Registration
Statement on Form S-3, File No. 33-36177.
(6) Incorporated herein by reference to Citicorp's Registration
Statement on Form S-3, File No. 2-97198.
(7) Incorporated herein by reference to Citicorp's Registration
Statement on Form S-3, File No. 33-20692.
(8) Incorporated herein by reference to Citicorp's Registration
Statement on Form S-3, File No. 33-33238.
(9) Incorporated herein by reference to Citicorp's Registration
Statement on Form S-3, File No. 33-4400.
(10) Incorporated herein by reference to Citicorp's Registration
Statement on Form S-3, File No. 33-35178.
(11) Incorporated herein by reference to Citicorp's Registration
Statement on Form S-8, File No. 33-53261 (Commission File Number
1-5738).
(12) Incorporated herein by reference to Citicorp's Financial Review and
Form 10-Q filed on August 14, 1991 (Commission File Number 1-5738).
(13) Incorporated herein by reference to Citicorp's Current Report on
Form 8-K filed on November 22, 1992 (Commission File Number 1-5738).
(14) Incorporated herein by reference to Citicorp's Current Report on
Form 8-K filed on April 17, 1987 (Commission File Number 1-5738).
(15) Incorporated herein by reference to Citicorp's Registration
Statement on Form S-3, File No. 33-42378.
(16) Incorporated herein by reference to Citicorp's Registration
Statement on Form S-3, File No. 33-64574.
(17) Incorporated herein by reference to Citicorp's Registration
Statement on Form 8-A, filed with respect to the corresponding
series of preferred stock.
(18) Incorporated herein by reference to Citicorp's Current Report on
Form 8-K, dated April 15, 1997 (Commission File Number 1-5738).
(19) Incorporated herein by reference to Citicorp's and the Trusts'
Registration Statement on Form S-3, File No. 333-14971.
(20) Incorporated herein by reference to Citicorp's and the Trusts'
Registration Statement on Form S-3, File No. 333-20803.
Item 17. Undertakings.
The undersigned registrants hereby undertake:
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(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement (notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement); and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.
Provided, however, that (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those items is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference to this registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497 (h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(6) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(7) To supplement the prospectus relating to any offering of warrants or
rights, after the expiration date of the related subscription period, to set
forth the results of the subscription offer, the transactions by the
underwriters during the subscription period, the amount of unsubscribed
securities to be purchased by the underwriters and the terms of any subsequent
reoffering thereof. If any public offering by the underwriters is to be made on
the terms differing from those set forth on the cover page of the prospectus, a
post-effective amendment will be filed to set forth the terms of such offering.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York, State of New York, on July 22, 1997.
CITICORP
By /s/ Peter Gallant
--------------------
Peter Gallant
Vice President
CITICORP CAPITAL III
CITICORP CAPITAL IV
CITICORP CAPITAL V
CITICORP CAPITAL VI
CITICORP CAPITAL VII
CITICORP CAPITAL VIII
CITICORP CAPITAL IX
By /s/ Peter Gallant
--------------------
Peter Gallant
Trustee
By /s/ John F. Rice
--------------------
John F. Rice
Trustee
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed below on July 22, 1997 by the
following persons in the capacities with Citicorp indicated below.
Signature Capacity
--------- --------
* Chairman and Director
------------------------------ (Principal Executive Officer)
John S. Reed
Executive Vice President
/s/ Victor J. Menezes Chief Financial Officer
-----------------------------
Victor J. Menezes
II-8
<PAGE>
Signature Capacity
/s/ Thomas E. Jones Executive Vice President
------------------------------ (Principal Financial Officer)a
Thomas E. Jones
* Director
-----------------------------
D. Wayne Calloway
* Director
-----------------------------
Paul J. Collins
* Director
-----------------------------
Kenneth T. Derr
* Director
-----------------------------
John M. Deutch
* Director
-----------------------------
Reuben Mark
* Director
-----------------------------
Richard D. Parsons
* Director
-----------------------------
William R. Rhodes
* Director
-----------------------------
Rozanne L. Ridgway
- ----------
a Responsible for financial control, tax, accounting and reporting.
II-9
<PAGE>
Signature Capacity
* Director
-----------------------------
H. Onno Ruding
* Director
-----------------------------
Robert B. Shapiro
* Director
-----------------------------
Frank A. Shrontz
* Director
-----------------------------
Franklin A. Thomas
* Director
-----------------------------
Edgar S. Woolard, Jr.
*By /s/ Peter Gallant
-----------------------------
Peter Gallant
Attorney-in-Fact
II-10
July 22, 1997
Citicorp
399 Park Avenue
New York, NY 10043
Ladies and Gentlemen:
This opinion is being provided by the undersigned, as an Associate General
Counsel of Citibank, N.A. I have acted as counsel to Citicorp in connection with
the filing with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), of a
Registration Statement on Form S-3, which also constitutes Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3, File No. 333-20803
(together, the "Registration Statement"), for the purpose of registering under
the Securities Act Citicorp's common stock, par value $1.00 per share ("Common
Stock"), series of preferred stock ("Preferred Stock"), which may be issuable in
the form of depositary receipts representing depositary shares ("Depositary
Shares"), series of notes, which may be issued as senior notes, subordinated
notes or junior subordinated notes (the "Notes"), warrants (the "Warrants"),
guarantees of capital securities of certain trusts (the "Guarantees") and
certain other securities.
I or attorneys under my supervision have examined originals or copies, certified
or otherwise identified to my satisfaction, of such corporate records of
Citicorp and other documents, agreements and instruments, and have made such
investigations of law, as I have deemed appropriate as a basis for the opinions
expressed below. In arriving at the opinions expressed below, I have assumed
that the signatures on all documents that I have examined are genuine.
On the basis of the foregoing, I am of the opinion that, when the Registration
Statement has been filed and has become effective under the Securities Act:
(1) When shares of Common Stock or Preferred Stock or Depositary Shares have
been duly issued and sold in the manner contemplated by the Registration
Statement (including upon exercise of any Warrant or the conversion of
any Note or share of Preferred Stock), such shares will be legally
issued, fully paid and non-assessable and the Depositary Shares so
issued will be entitled to the rights under, and the benefits of, the
deposit agreement under which they have been issued.
(2) When the Notes have been duly issued and sold in the manner contemplated
by the Registration Statement (including upon exercise of any Warrant),
and assuming due
<PAGE>
Citicorp
Page 2
July 22, 1997
authentication thereof by the trustee or by the authenticating agent, if
any, in accordance with the provisions of the indenture under which such
Notes have been issued, the Notes will constitute valid and legally
binding obligations of Citicorp, enforceable in accordance with their
terms, subject, as to enforceability, to bankruptcy, insolvency,
reorganization and other similar laws relating to or affecting
creditors' rights generally and to general equity principles.
(3) When the Warrants have been duly issued and sold in the manner
contemplated by the Registration Statement, and assuming due
countersignature thereof by the warrant agent in accordance with the
provisions of the applicable warrant agreement, the Warrants will
constitute valid and legally binding obligations of Citicorp,
enforceable in accordance with their terms, subject, as to
enforceability, to bankruptcy, insolvency, reorganization and other
similar laws relating to or affecting creditors' rights generally and to
general equity principles.
(4) When the Guarantees have been duly issued and delivered in the manner
contemplated by the Registration Statement, the Guarantees will
constitute valid and legally binding obligations of Citicorp,
enforceable in accordance with their terms, subject, as to
enforceability, to bankruptcy, insolvency, reorganization and other
similar laws relating to or affecting creditors' rights generally and to
general equity principles.
The opinions expressed herein are limited to the laws of the State of New York,
the General Corporation Law of the State of Delaware and the federal laws of the
United States of America.
I hereby consent to the use and filing of this opinion as an exhibit to the
Registration Statement and to the reference to this opinion under the heading
"Validity of Securities" in any prospectus filed in connection with the
Registration Statement. In giving such consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Stephen E. Dietz, Esq.
July 22, 1997
The Citicorp Trusts
(as defined below)
c/o Citicorp
399 Park Avenue
New York, New York 10043
Re: The Citicorp Trusts (as defined below)
Ladies and Gentlemen:
We have acted as special Delaware counsel to Citicorp Capital III, Citicorp
Capital IV, Citicorp Capital V, Citicorp Capital VI, Citicorp Capital VII,
Citicorp Capital VIII and Citicorp Capital IX, each a Delaware statutory
business trust (collectively referred to herein as the "Citicorp Trusts" and
each individually as a "Citicorp Trust"), in connection with certain matters
relating to the creation of the Citicorp Trusts and the proposed issuance of
Preferred Securities therein to beneficial owners pursuant to the Citicorp
Trust's Registration Statement (and the Prospectus forming a part thereof) on
Form S-3 filed with the Securities and Exchange Commission on the date hereof,
the "Registration Statement"). Capitalized terms used herein and not otherwise
herein defined are used as defined the form of Amended and Restated Declaration
of Trust attached as an exhibit to the Registration Statement.
In rendering this opinion, we have examined copies of the following
documents in the forms provided to us: the Certificates of Trust of Citicorp
Capital III and Citicorp Capital IV, each as filed in the Office of the
Secretary of State of Delaware (the "State Office") on October 25, 1996, and the
Certificate of the Trust of each other Citicorp Trust, each as filed in the
State Office on January 21, 1997 (the Certificate of Trust of each Citicorp
Trust is referred to herein as a "Certificate"); the Declaration of Trust of
Citicorp Capital III and Citicorp Capital IV, each dated as of October 25, 1996,
and the Declaration of Trust of each other Citicorp Trust, each dated as of
January 21, 1997 (the Declaration of Trust of each Citicorp Trust is referred to
herein as an "Original Governing Instrument"); the Indenture dated as of
December 17, 1996 between Citicorp and Wilmington Trust Company, as Trustee, and
the form of Supplemental Indenture to be entered into in connection therewith;
the form of Preferred Securities Guarantee to be made by Citicorp with respect
to each Citicorp Trust; and the Registration Statement. In such examinations, we
have assumed the genuineness of all signatures, the conformity to original
documents of all documents submitted to us as drafts or copies or forms of
documents to be executed
<PAGE>
The Citicorp Trusts
c/o Citicorp
July 22, 1997
Page 2
and the legal capacity of natural persons to complete the execution of
documents. We have further assumed for purposes of this opinion: (i) the due
formation, organization or creation, valid existence and good standing of the
Citicorp Trusts and each entity that is a party to any of the documents reviewed
by us under the laws of the jurisdiction of its respective formation,
organization or creation; (ii) the due authorization, execution and delivery by,
or on behalf of, each of the parties thereto of the above referenced documents
with respect to each Citicorp Trust; (iii) that Citicorp, Wilmington Trust
Company and the appropriate Regular Trustees will duly authorize, execute and
deliver an amended and restated declaration of trust for each Citicorp Trust in
the form of the Amended and Restated Declaration of Trust Attached as an exhibit
to the Registration Statement (each a "Governing Instrument") and all other
documents contemplated thereby or by the Registration Statement to be executed
in connection with the creation of each Citicorp Trust and the issuance by each
such Citicorp Trust of Preferred Securities, in each case prior to the first
issuance of Preferred Securities; (iv) that the Preferred Securities of each
Citicorp Trust will be offered and sold pursuant to a prospectus and a
prospectus supplement thereto (collectively, the "Prospectus") forming a part of
the Registration Statement that will be consistent with, and accurately
describe, the terms of the applicable Governing Instrument and Preferred
Securities Guarantee relating to each such Citicorp Trust and all other relevant
documents; (v) that no event has or will occur subsequent to the filing of any
Certificate that would cause a dissolution or liquidation of any Citicorp Trust
under the applicable Original Governing Instrument or the applicable Governing
Instrument; (vi) that the activities of each Citicorp Trust have been and will
be conducted in accordance with its Original Governing Instrument or Governing
Instrument, as applicable, and the Delaware Business Trust Act, 12 Del. C.
Section 3801 et seq. (the "Delaware Act"); (vii) that each Holder of Preferred
Securities of each Citicorp Trust will make payment of the required
consideration therefor and receive a Preferred Securities Certificate in
consideration thereof in accordance with the terms and conditions of the
applicable Governing Instrument and as described in the Prospectus, and that the
Preferred Securities of each Citicorp Trust are otherwise issued and sold to the
Preferred Securities Holders of such Citicorp Trust in accordance with the
terms, conditions, requirements and procedures set forth in the applicable
Governing Instrument and as described in the Prospectus; and (viii) that the
documents examined by us, or contemplated hereby, express the entire
understanding of the parties thereto with respect to the subject matter thereof
and have not been, and, prior to the issuance of Preferred Securities by each
Citicorp Trust, will not be, modified, supplemented or otherwise amended, except
as herein referenced. No opinion is expressed with respect to the requirements
of, or compliance with, federal or state securities or blue sky laws. Further,
we express no opinion with respect to the Registration Statement or any other
offering materials relating to the Preferred Securities offered by any Citicorp
Trust and we assume no responsibility for their contents. As to any fact
material to our opinion, other than those assumed, we have relied without
independent investigation on the above
<PAGE>
The Citicorp Trusts
c/o Citicorp
July 22, 1997
Page 3
referenced documents and on the accuracy, as of the date hereof, of the matters
therein contained.
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that, upon issuance, the Preferred
Securities of each Citicorp Trust will constitute validly issued and, subject to
the terms of the applicable Governing Instrument, fully paid and non-assessable
beneficial interests in the assets of such Citicorp Trust. We note that pursuant
to the Governing Instrument, each Citicorp Trust may withhold amounts otherwise
distributable to a Holder of Securities in such Citicorp Trust and pay over such
amounts to the applicable jurisdictions in accordance with federal, state and
local law and any amounts withheld will be deemed to have been distributed to
such Holder and that, pursuant to the Governing Instrument, the Preferred
Security Holders of each Citicorp Trust may be obligated to make payments or
provide indemnity or security under the circumstances set forth therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "VALIDITY OF
SECURITIES" in the Prospectus forming a part thereof. In giving this consent, we
do not thereby admit that we come within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder. This
opinion speaks only as of the date hereof and is based on our understandings and
assumptions as to present facts, and our review of the above referenced
documents and the application of Delaware law as the same exist on the date
hereof, and we undertake no obligation to update or supplement this opinion
after the date hereof for the benefit of any person or entity with respect to
any facts or circumstances that may hereafter come to our attention or any
changes in facts or law that may hereafter occur or take effect. This opinion is
intended solely for the benefit of the addressees hereof in connection with the
matters contemplated hereby and may not be relied upon by any other person or
entity or for any other purpose without our prior written consent.
Very truly yours,
/S/ MORRIS, NICHOLS, ARSHT & TUNNELL
July 22, 1997
Citicorp
399 Park Avenue
New York, NY 10043
Re: Citicorp and Capital Trusts
Registration Statement on Form S-3
Ladies and Gentlemen:
The Corporate Tax Division of Citibank, N.A. has been requested by Citicorp to
render federal tax advice in connection with the issuance of capital securities
by certain trusts pursuant to a Prospectus, as supplemented by a Prospectus
Supplement (collectively, the Capital Securities Prospectus"), substantially in
the form filed as part of the above-referenced registration statement (the
"Registration Statement") with respect to the offering of such capital
securities and certain other securities.
I have reviewed the statements set forth in the Capital Securities Prospectus
under the heading "United States Federal Income Taxation" and hereby advise you
that such statements, insofar as they are or refer to statements of United
Stated law or legal conclusions relating thereto, are accurate and complete in
all material respects.
I hereby consent to the use and filing of this opinion as an exhibit to the
Registration Statement and to the reference to this opinion in the Capital
Securities Prospectus and any other prospectus filed in connection with the
Registration Statement. In giving such consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ E. Noel Harwerth
E. Noel Harwerth
Chief Tax Officer
Citibank, N.A.
The Board of Directors
Citicorp:
We consent to the incorporation by reference of our report dated January 21,
1997 relating to the consolidated balance sheets of Citicorp and subsidiaries as
of December 31, 1996 and 1995, thre related consolidated statements of income,
changes in stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1996, and the related consolidated balance
sheets of Citibank, N.A. and subsidiaries as of December 31, 1996 and 1995, in
the Registration Statement on Form S-3, and to the reference to our firm under
the heading "Experts" in the Registration Statement. Out report with respect to
these consolidated financial statements, which contains an added explantaory
paragraph, is included in the 1995 Citicorp Annual Report and Form 10-K.
/s/ KPMG Peat Marwick LLP
July 22, 1997
A power of attorney in the following form has been executed by each director of
Citicorp.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director and/or
Officer of CITICORP, a Delaware corporation, and/or CITIBANK, N.A., a national
association hereby constitutes and appoints each of GREGORY C. EHLKE, PETER M.
GALLANT, ANN M. GOODBODY, JOHN F. RICE and MARTIN A. WATERS his true and lawful
attorney and agent, in the name and on behalf of the undersigned, to do any and
all acts and things in connection with the registration statement dated the date
hereof (the "Registration Statement") to be filed with the United States
Securities and Exchange Commission or the Office of the Comptroller of the
Currency, including specifically, but without limiting the generality of the
foregoing, the power and authority to execute the Registration Statement in the
name of the undersigned in his capacity as Director and/or Officer of Citicorp
and/or Citibank, N.A., any and all amendments, including post-effective
amendments, to the Registration Statement, any and all documents and instruments
filed as part of or in connection with the Registration Statement or amendments
thereto, any and all documents and instruments which the said attorney and agent
may deem necessary or advisable to enable Citicorp and/or Citibank, N.A. to
comply with the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, and any rules and regulations and requirements of the
United States Securities and Exchange Commission in respect thereof, or with any
rules and regulations of the Office of the Comptroller of the Currency, and any
and all documents and instruments which the said attorney and agent may deem
necessary or advisable to enable Citicorp and/or Citibank, N.A. to comply with
the securities or other similar laws of jurisdictions outside of the United
States of America in respect thereof; and
HEREBY RATIFIES AND CONFIRMS all that the said attorneys and agents, or any
of them, has done, shall do or cause to be done by virtue hereof; and
HEREBY REVOKES all prior powers of attorney relating to the foregoing acts.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand.
Dated: July 22, 1997.
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) X
---
WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)
Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)
Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)
CITICORP
(Exact name of obligor as specified in its charter)
Delaware 13-2614988
(State of incorporation) (I.R.S. employer identification no.)
399 Park Avenue
New York, New York 10043
(Address of principal executive offices) (Zip Code)
Junior Subordinated Debt Securities of Citicorp
(Title of the indenture securities)
================================================================================
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
affiliation:
Based upon an examination of the books and records of the
trustee and upon information furnished by the obligor, the obligor is
not an affiliate of the trustee.
ITEM 3. LIST OF EXHIBITS.
List below all exhibits filed as part of this Statement of
Eligibility and Qualification.
A. Charter of Wilmington Trust Company, which includes the
certificate of authority of Wilmington Trust Company to commence
business and the authorization of Wilmington Trust Company to
exercise corporate trust powers, is incorporated by reference to
Exhibit A to Form T-1 filed on January 31, 1997, with the
Commission pursuant to the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990 (Registration
Statement No. 333-20803).
B. By-Laws of Wilmington Trust Company are incorporated by
reference to Exhibit B to Form T-1 filed on January 31, 1997,
with the Commission pursuant to the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990
(Registration Statement No. 333-20803).
C. Consent of Wilmington Trust Company required by Section 321(b)
of Trust Indenture Act.
D. Copy of most recent Report of Condition of Wilmington Trust
Company.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 9th day
of July, 1997.
WILMINGTON TRUST COMPANY
[SEAL]
Attest:/s/ W. Chris Sponenberg By: /s/ Lario M. Marini
----------------------------- -----------------------
Assistant Secretary Name: Lario M. Marini
Title: Vice President
2
<PAGE>
EXHIBIT C
Section 321(b) Consent
Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.
WILMINGTON TRUST COMPANY
Dated: July 9, 1997 By: /s/ Lario M. Marini
-------------------
Name: Lario M. Marini
Title: Vice President
<PAGE>
EXHIBIT D
NOTICE
This form is intended to assist state nonmember banks and
savings banks with state publication requirements. It has
not been approved by any state banking authorities. Refer to
your appropriate state banking authorities for your state
publication requirements.
R E P O R T O F C O N D I T I O N
Consolidating domestic subsidiaries of the
WILMINGTON TRUST COMPANY of WILMINGTON
------------------------ ----------
Name of Bank City
in the State of DELAWARE , at the close of business on March 31, 1997.
-------------
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins ............. 181,744
Interest-bearing balances ....................................... 0
Held-to-maturity securities ......................................... 445,954
Available-for-sale securities ....................................... 767,337
Federal funds sold and securities purchased
under agreements to resell ........................................ 86,900
Loans and lease financing receivables:
Loans and leases, net of unearned income ........ 3,685,616
LESS: Allowance for loan and lease losses ...... 52,478
LESS: Allocated transfer risk reserve .......... 0
Loans and leases, net of unearned income,
allowance, and reserve ........................................ 3,633,138
Assets held in trading accounts ..................................... 0
Premises and fixed assets (including capitalized leases) ............ 94,513
Other real estate owned ............................................. 3,702
Investments in unconsolidated subsidiaries and
associated companies .............................................. 20
Customers' liability to this bank on acceptances outstanding ........ 0
Intangible assets ................................................... 4,012
Other assets ........................................................ 103,524
Total assets ........................................................ 5,320,844
CONTINUED ON NEXT PAGE
<PAGE>
LIABILITIES
Deposits:
In domestic offices ................................................. 3,618,174
Noninterest-bearing ............................. 784,267
Interest-bearing ................................ 2,833,907
Federal funds purchased and Securities sold
under agreements to repurchase .................................... 293,862
Demand notes issued to the U.S. Treasury ............................ 64,550
Trading liabilities (from Schedule RC-D) ............................ 0
Other borrowed money: ............................................... ///////
With original maturity of one year or less ...................... 774,000
With original maturity of more than one year .................... 43,000
Bank's liability on acceptances executed and outstanding ............ 0
Subordinated notes and debentures ................................... 0
Other liabilities (from Schedule RC-G) .............................. 95,672
Total liabilities ................................................... 4,889,258
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................... 0
Common Stock ........................................................ 500
Surplus (exclude all surplus related to preferred stock) ............ 62,118
Undivided profits and capital reserves .............................. 371,107
Net unrealized holding gains (losses) on
available-for-sale securities ..................................... (2,139)
Total equity capital ................................................ 431,586
Total liabilities, limited-life preferred
stock, and equity capital ......................................... 5,320,844
Thousands of dollars
2
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) X
---
WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)
Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)
Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)
CITICORP
CITICORP CAPITAL III
(Exact name of obligor as specified in its charter)
Delaware 13-2614988
Delaware 51-6506265
(State of incorporation) (I.R.S. employer identification no.)
399 Park Avenue
New York, New York 10043
(Address of principal executive offices) (Zip Code)
Capital Securities of Citicorp Capital III
(Title of the indenture securities)
================================================================================
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
affiliation:
Based upon an examination of the books and records of the
trustee and upon information furnished by the obligor, the obligor is
not an affiliate of the trustee.
ITEM 3. LIST OF EXHIBITS.
List below all exhibits filed as part of this Statement of
Eligibility and Qualification.
A. Charter of Wilmington Trust Company, which includes the
certificate of authority of Wilmington Trust Company to commence
business and the authorization of Wilmington Trust Company to
exercise corporate trust powers, is incorporated by reference to
Exhibit A to Form T-1 filed on January 31, 1997, with the
Commission pursuant to the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990 (Registration
Statement No. 333-20803).
B. By-Laws of Wilmington Trust Company are incorporated by
reference to Exhibit B to Form T-1 filed on January 31, 1997,
with the Commission pursuant to the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990
(Registration Statement No. 333-20803).
C. Consent of Wilmington Trust Company required by Section 321(b)
of Trust Indenture Act.
D. Copy of most recent Report of Condition of Wilmington Trust
Company.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 9th day
of July, 1997.
WILMINGTON TRUST COMPANY
[SEAL]
Attest: /s/ W. Chris Sponenberg By:/s/ Lario M. Marini
----------------------- ----------------------
Assistant Secretary Name: Lario M. Marini
Title: Vice President
<PAGE>
EXHIBIT C
Section 321(b) Consent
Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.
WILMINGTON TRUST COMPANY
Dated: July 9, 1997 By: /s/ Lario M. Marini
-------------------
Name: Lario M. Marini
Title: Vice President
2
<PAGE>
EXHIBIT D
NOTICE
This form is intended to assist state nonmember banks and
savings banks with state publication requirements. It has
not been approved by any state banking authorities. Refer to
your appropriate state banking authorities for your state
publication requirements.
R E P O R T O F C O N D I T I O N
Consolidating domestic subsidiaries of the
WILMINGTON TRUST COMPANY of WILMINGTON
------------------------ ----------
Name of Bank City
in the State of DELAWARE , at the close of business on March 31, 1997.
-------------
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins ............. 181,744
Interest-bearing balances ....................................... 0
Held-to-maturity securities ......................................... 445,954
Available-for-sale securities ....................................... 767,337
Federal funds sold and securities purchased
under agreements to resell ........................................ 86,900
Loans and lease financing receivables:
Loans and leases, net of unearned income ........ 3,685,616
LESS: Allowance for loan and lease losses ...... 52,478
LESS: Allocated transfer risk reserve .......... 0
Loans and leases, net of unearned income,
allowance, and reserve ........................................ 3,633,138
Assets held in trading accounts ..................................... 0
Premises and fixed assets (including capitalized leases) ............ 94,513
Other real estate owned ............................................. 3,702
Investments in unconsolidated subsidiaries and
associated companies .............................................. 20
Customers' liability to this bank on acceptances outstanding ........ 0
Intangible assets ................................................... 4,012
Other assets ........................................................ 103,524
Total assets ........................................................ 5,320,844
CONTINUED ON NEXT PAGE
<PAGE>
LIABILITIES
Deposits:
In domestic offices ................................................. 3,618,174
Noninterest-bearing ............................. 784,267
Interest-bearing ................................ 2,833,907
Federal funds purchased and Securities sold
under agreements to repurchase .................................... 293,862
Demand notes issued to the U.S. Treasury ............................ 64,550
Trading liabilities (from Schedule RC-D) ............................ 0
Other borrowed money: ............................................... ///////
With original maturity of one year or less ...................... 774,000
With original maturity of more than one year .................... 43,000
Bank's liability on acceptances executed and outstanding ............ 0
Subordinated notes and debentures ................................... 0
Other liabilities (from Schedule RC-G) .............................. 95,672
Total liabilities ................................................... 4,889,258
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................... 0
Common Stock ........................................................ 500
Surplus (exclude all surplus related to preferred stock) ............ 62,118
Undivided profits and capital reserves .............................. 371,107
Net unrealized holding gains (losses) on
available-for-sale securities ..................................... (2,139)
Total equity capital ................................................ 431,586
Total liabilities, limited-life preferred
stock, and equity capital ......................................... 5,320,844
Thousands of dollars
2
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) X
---
WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)
Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)
Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)
CITICORP
CITICORP CAPITAL IV
(Exact name of obligor as specified in its charter)
Delaware 13-2614988
Delaware 51-6506266
(State of incorporation) (I.R.S. employer identification no.)
399 Park Avenue
New York, New York 10043
(Address of principal executive offices) (Zip Code)
Capital Securities of Citicorp Capital IV
(Title of the indenture securities)
================================================================================
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
affiliation:
Based upon an examination of the books and records of the
trustee and upon information furnished by the obligor, the obligor is
not an affiliate of the trustee.
ITEM 3. LIST OF EXHIBITS.
List below all exhibits filed as part of this Statement of
Eligibility and Qualification.
A. Charter of Wilmington Trust Company, which includes the
certificate of authority of Wilmington Trust Company to commence
business and the authorization of Wilmington Trust Company to
exercise corporate trust powers, is incorporated by reference to
Exhibit A to Form T-1 filed on January 31, 1997, with the
Commission pursuant to the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990 (Registration
Statement No. 333-20803).
B. By-Laws of Wilmington Trust Company are incorporated by
reference to Exhibit B to Form T-1 filed on January 31, 1997,
with the Commission pursuant to the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990
(Registration Statement No. 333-20803).
C. Consent of Wilmington Trust Company required by Section 321(b)
of Trust Indenture Act.
D. Copy of most recent Report of Condition of Wilmington Trust
Company.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 9th day
of July, 1997.
WILMINGTON TRUST COMPANY
[SEAL]
Attest: /s/ W. Chris Sponenberg By:/s/ Lario M. Marini
-------------------------- ----------------------
Assistant Secretary Name: Lario M. Marini
Title: Vice President
2
<PAGE>
EXHIBIT C
Section 321(b) Consent
Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.
WILMINGTON TRUST COMPANY
Dated: July 9, 1997 By: /s/ Lario M. Marini
-------------------
Name: Lario M. Marini
Title: Vice President
<PAGE>
EXHIBIT D
NOTICE
This form is intended to assist state nonmember banks and
savings banks with state publication requirements. It has
not been approved by any state banking authorities. Refer to
your appropriate state banking authorities for your state
publication requirements.
R E P O R T O F C O N D I T I O N
Consolidating domestic subsidiaries of the
WILMINGTON TRUST COMPANY of WILMINGTON
------------------------ ----------
Name of Bank City
in the State of DELAWARE , at the close of business on March 31, 1997.
-------------
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins ............. 181,744
Interest-bearing balances ....................................... 0
Held-to-maturity securities ......................................... 445,954
Available-for-sale securities ....................................... 767,337
Federal funds sold and securities purchased
under agreements to resell ........................................ 86,900
Loans and lease financing receivables:
Loans and leases, net of unearned income ........ 3,685,616
LESS: Allowance for loan and lease losses ...... 52,478
LESS: Allocated transfer risk reserve .......... 0
Loans and leases, net of unearned income,
allowance, and reserve ........................................ 3,633,138
Assets held in trading accounts ..................................... 0
Premises and fixed assets (including capitalized leases) ............ 94,513
Other real estate owned ............................................. 3,702
Investments in unconsolidated subsidiaries and
associated companies .............................................. 20
Customers' liability to this bank on acceptances outstanding ........ 0
Intangible assets ................................................... 4,012
Other assets ........................................................ 103,524
Total assets ........................................................ 5,320,844
CONTINUED ON NEXT PAGE
<PAGE>
LIABILITIES
Deposits:
In domestic offices ................................................. 3,618,174
Noninterest-bearing ............................. 784,267
Interest-bearing ................................ 2,833,907
Federal funds purchased and Securities sold
under agreements to repurchase .................................... 293,862
Demand notes issued to the U.S. Treasury ............................ 64,550
Trading liabilities (from Schedule RC-D) ............................ 0
Other borrowed money: ............................................... ///////
With original maturity of one year or less ...................... 774,000
With original maturity of more than one year .................... 43,000
Bank's liability on acceptances executed and outstanding ............ 0
Subordinated notes and debentures ................................... 0
Other liabilities (from Schedule RC-G) .............................. 95,672
Total liabilities ................................................... 4,889,258
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................... 0
Common Stock ........................................................ 500
Surplus (exclude all surplus related to preferred stock) ............ 62,118
Undivided profits and capital reserves .............................. 371,107
Net unrealized holding gains (losses) on
available-for-sale securities ..................................... (2,139)
Total equity capital ................................................ 431,586
Total liabilities, limited-life preferred
stock, and equity capital ......................................... 5,320,844
Thousands of dollars
2
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) X
---
WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)
Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)
Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)
CITICORP
CITICORP CAPITAL V
(Exact name of obligor as specified in its charter)
Delaware 13-2614988
Delaware 52-6839454
(State of incorporation) (I.R.S. employer identification no.)
399 Park Avenue
New York, New York 10043
(Address of principal executive offices) (Zip Code)
Capital Securities of Citicorp Capital V
(Title of the indenture securities)
================================================================================
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
affiliation:
Based upon an examination of the books and records of the
trustee and upon information furnished by the obligor, the obligor
is not an affiliate of the trustee.
ITEM 3. LIST OF EXHIBITS.
List below all exhibits filed as part of this Statement of
Eligibility and Qualification.
A. Charter of Wilmington Trust Company, which includes the
commencecertificate of authority of Wilmington Trust Company to
business and the authorization of Wilmington Trust Company to
exercise corporate trust powers, is incorporated by reference to
Exhibit A to Form T-1 filed on January 31, 1997, with the
Commission pursuant to the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990 (Registration
Statement No. 333-20803).
B. By-Laws of Wilmington Trust Company are incorporated by reference
to Exhibit B to Form T-1 filed on January 31, 1997, with the
Commission pursuant to the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990 (Registration
Statement No. 333-20803).
C. Consent of Wilmington Trust Company required by Section 321(b) of
Trust Indenture Act.
D. Copy of most recent Report of Condition of Wilmington Trust
Company.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 9th day
of July, 1997.
WILMINGTON TRUST COMPANY
[SEAL]
Attest: /s/ W. Chris Sponenberg By: /s/ Lario M. Marini
----------------------- -----------------------
Assistant Secretary Name: Lario M. Marini
Title: Vice President
2
<PAGE>
EXHIBIT C
Section 321(b) Consent
Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.
WILMINGTON TRUST COMPANY
Dated: July 9, 1997 By: /s/ Lario M. Marini
---------------------
Name: Lario M. Marini
Title: Vice President
<PAGE>
EXHIBIT D
NOTICE
This form is intended to assist state nonmember banks and
savings banks with state publication requirements. It has
not been approved by any state banking authorities. Refer to
your appropriate state banking authorities for your state
publication requirements.
R E P O R T O F C O N D I T I O N
Consolidating domestic subsidiaries of the
WILMINGTON TRUST COMPANY of WILMINGTON
------------------------ ----------
Name of Bank City
in the State of DELAWARE , at the close of business on March 31, 1997.
-------------
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins ............. 181,744
Interest-bearing balances ....................................... 0
Held-to-maturity securities ......................................... 445,954
Available-for-sale securities ....................................... 767,337
Federal funds sold and securities purchased
under agreements to resell ........................................ 86,900
Loans and lease financing receivables:
Loans and leases, net of unearned income ........ 3,685,616
LESS: Allowance for loan and lease losses ...... 52,478
LESS: Allocated transfer risk reserve .......... 0
Loans and leases, net of unearned income,
allowance, and reserve ........................................ 3,633,138
Assets held in trading accounts ..................................... 0
Premises and fixed assets (including capitalized leases) ............ 94,513
Other real estate owned ............................................. 3,702
Investments in unconsolidated subsidiaries and
associated companies .............................................. 20
Customers' liability to this bank on acceptances outstanding ........ 0
Intangible assets ................................................... 4,012
Other assets ........................................................ 103,524
Total assets ........................................................ 5,320,844
CONTINUED ON NEXT PAGE
<PAGE>
LIABILITIES
Deposits:
In domestic offices ................................................. 3,618,174
Noninterest-bearing ............................. 784,267
Interest-bearing ................................ 2,833,907
Federal funds purchased and Securities sold
under agreements to repurchase .................................... 293,862
Demand notes issued to the U.S. Treasury ............................ 64,550
Trading liabilities (from Schedule RC-D) ............................ 0
Other borrowed money: ............................................... ///////
With original maturity of one year or less ...................... 774,000
With original maturity of more than one year .................... 43,000
Bank's liability on acceptances executed and outstanding ............ 0
Subordinated notes and debentures ................................... 0
Other liabilities (from Schedule RC-G) .............................. 95,672
Total liabilities ................................................... 4,889,258
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................... 0
Common Stock ........................................................ 500
Surplus (exclude all surplus related to preferred stock) ............ 62,118
Undivided profits and capital reserves .............................. 371,107
Net unrealized holding gains (losses) on
available-for-sale securities ..................................... (2,139)
Total equity capital ................................................ 431,586
Total liabilities, limited-life preferred
stock, and equity capital ......................................... 5,320,844
Thousands of dollars
2
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) X
---
WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)
Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)
Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)
CITICORP
CITICORP CAPITAL VI
(Exact name of obligor as specified in its charter)
Delaware 13-2614988
Delaware 52-6839455
(State of incorporation) (I.R.S. employer identification no.)
399 Park Avenue
New York, New York 10043
(Address of principal executive offices) (Zip Code)
Capital Securities of Citicorp Capital VI
(Title of the indenture securities)
================================================================================
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust
powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
affiliation:
Based upon an examination of the books and records of the trustee
and upon information furnished by the obligor, the obligor is not an
affiliate of the trustee.
ITEM 3. LIST OF EXHIBITS.
List below all exhibits filed as part of this Statement of
Eligibility and Qualification.
A. Charter of Wilmington Trust Company, which includes the
certificate of authority of Wilmington Trust Company to commence
business and the authorization of Wilmington Trust Company to
exercise corporate trust powers, is incorporated by reference to
Exhibit A to Form T-1 filed on January 31, 1997, with the
Commission pursuant to the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990 (Registration
Statement No. 333-20803).
B. By-Laws of Wilmington Trust Company are incorporated by reference
to Exhibit B to Form T-1 filed on January 31, 1997, with the
Commission pursuant to the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990 (Registration
Statement No. 333-20803).
C. Consent of Wilmington Trust Company required by Section 321(b) of
Trust Indenture Act.
D. Copy of most recent Report of Condition of Wilmington Trust
Company.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 9th day
of July, 1997.
WILMINGTON TRUST COMPANY
[SEAL]
Attest: /s/ W. Chris Sponenberg By:/s/ Lario M. Marini
-------------------------- -------------------
Assistant Secretary Name: Lario M. Marini
Title: Vice President
2
<PAGE>
EXHIBIT C
Section 321(b) Consent
Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended,
Wilmington Trust Company hereby consents that reports of examinations by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.
WILMINGTON TRUST COMPANY
Dated: July 9, 1997 By: /s/ Lario M. Marini
---------------------
Name: Lario M. Marini
Title: Vice President
<PAGE>
EXHIBIT D
NOTICE
This form is intended to assist state nonmember banks and
savings banks with state publication requirements. It has
not been approved by any state banking authorities. Refer to
your appropriate state banking authorities for your state
publication requirements.
R E P O R T O F C O N D I T I O N
Consolidating domestic subsidiaries of the
WILMINGTON TRUST COMPANY of WILMINGTON
------------------------ ----------
Name of Bank City
in the State of DELAWARE , at the close of business on March 31, 1997.
-------------
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins ............. 181,744
Interest-bearing balances ....................................... 0
Held-to-maturity securities ......................................... 445,954
Available-for-sale securities ....................................... 767,337
Federal funds sold and securities purchased
under agreements to resell ........................................ 86,900
Loans and lease financing receivables:
Loans and leases, net of unearned income ........ 3,685,616
LESS: Allowance for loan and lease losses ...... 52,478
LESS: Allocated transfer risk reserve .......... 0
Loans and leases, net of unearned income,
allowance, and reserve ........................................ 3,633,138
Assets held in trading accounts ..................................... 0
Premises and fixed assets (including capitalized leases) ............ 94,513
Other real estate owned ............................................. 3,702
Investments in unconsolidated subsidiaries and
associated companies .............................................. 20
Customers' liability to this bank on acceptances outstanding ........ 0
Intangible assets ................................................... 4,012
Other assets ........................................................ 103,524
Total assets ........................................................ 5,320,844
CONTINUED ON NEXT PAGE
<PAGE>
LIABILITIES
Deposits:
In domestic offices ................................................. 3,618,174
Noninterest-bearing ............................. 784,267
Interest-bearing ................................ 2,833,907
Federal funds purchased and Securities sold
under agreements to repurchase .................................... 293,862
Demand notes issued to the U.S. Treasury ............................ 64,550
Trading liabilities (from Schedule RC-D) ............................ 0
Other borrowed money: ............................................... ///////
With original maturity of one year or less ...................... 774,000
With original maturity of more than one year .................... 43,000
Bank's liability on acceptances executed and outstanding ............ 0
Subordinated notes and debentures ................................... 0
Other liabilities (from Schedule RC-G) .............................. 95,672
Total liabilities ................................................... 4,889,258
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................... 0
Common Stock ........................................................ 500
Surplus (exclude all surplus related to preferred stock) ............ 62,118
Undivided profits and capital reserves .............................. 371,107
Net unrealized holding gains (losses) on
available-for-sale securities ..................................... (2,139)
Total equity capital ................................................ 431,586
Total liabilities, limited-life preferred
stock, and equity capital ......................................... 5,320,844
Thousands of dollars
2
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) X
---
WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)
Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)
Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)
CITICORP
CITICORP CAPITAL VII
(Exact name of obligor as specified in its charter)
Delaware 13-2614988
Delaware 52-6839456
(State of incorporation) (I.R.S. employer identification no.)
399 Park Avenue
New York, New York 10043
(Address of principal executive offices) (Zip Code)
Capital Securities of Citicorp Capital VII
(Title of the indenture securities)
================================================================================
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust
powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
affiliation:
Based upon an examination of the books and records of the trustee
and upon information furnished by the obligor, the obligor is not an
affiliate of the trustee.
ITEM 3. LIST OF EXHIBITS.
List below all exhibits filed as part of this Statement of
Eligibility and Qualification.
A. Charter of Wilmington Trust Company, which includes the
certificate of authority of Wilmington Trust Company to commence
business and the authorization of Wilmington Trust Company to
exercise corporate trust powers, is incorporated by reference to
Exhibit A to Form T-1 filed on January 31, 1997, with the
Commission pursuant to the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990 (Registration
Statement No. 333-20803).
B. By-Laws of Wilmington Trust Company are incorporated by reference
to Exhibit B to Form T-1 filed on January 31, 1997, with the
Commission pursuant to the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990 (Registration
Statement No. 333-20803).
C. Consent of Wilmington Trust Company required by Section 321(b) of
Trust Indenture Act.
D. Copy of most recent Report of Condition of Wilmington Trust
Company.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 1st day
of July, 1997.
WILMINGTON TRUST COMPANY
[SEAL]
Attest: /s/ W. Chris Sponenberg By:/s/ Lario M. Marini
------------------------ ----------------------
Assistant Secretary Name: Lario M. Marini
Title: Vice President
2
<PAGE>
EXHIBIT C
Section 321(b) Consent
Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.
WILMINGTON TRUST COMPANY
Dated: July 9, 1997 By: /s/ Lario M. Marini
---------------------
Name: Lario M. Marini
Title: Vice President
<PAGE>
EXHIBIT D
NOTICE
This form is intended to assist state nonmember banks and
savings banks with state publication requirements. It has
not been approved by any state banking authorities. Refer to
your appropriate state banking authorities for your state
publication requirements.
R E P O R T O F C O N D I T I O N
Consolidating domestic subsidiaries of the
WILMINGTON TRUST COMPANY of WILMINGTON
------------------------ ----------
Name of Bank City
in the State of DELAWARE , at the close of business on March 31, 1997.
-------------
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins ............. 181,744
Interest-bearing balances ....................................... 0
Held-to-maturity securities ......................................... 445,954
Available-for-sale securities ....................................... 767,337
Federal funds sold and securities purchased
under agreements to resell ........................................ 86,900
Loans and lease financing receivables:
Loans and leases, net of unearned income ........ 3,685,616
LESS: Allowance for loan and lease losses ...... 52,478
LESS: Allocated transfer risk reserve .......... 0
Loans and leases, net of unearned income,
allowance, and reserve ........................................ 3,633,138
Assets held in trading accounts ..................................... 0
Premises and fixed assets (including capitalized leases) ............ 94,513
Other real estate owned ............................................. 3,702
Investments in unconsolidated subsidiaries and
associated companies .............................................. 20
Customers' liability to this bank on acceptances outstanding ........ 0
Intangible assets ................................................... 4,012
Other assets ........................................................ 103,524
Total assets ........................................................ 5,320,844
CONTINUED ON NEXT PAGE
<PAGE>
LIABILITIES
Deposits:
In domestic offices ................................................. 3,618,174
Noninterest-bearing ............................. 784,267
Interest-bearing ................................ 2,833,907
Federal funds purchased and Securities sold
under agreements to repurchase .................................... 293,862
Demand notes issued to the U.S. Treasury ............................ 64,550
Trading liabilities (from Schedule RC-D) ............................ 0
Other borrowed money: ............................................... ///////
With original maturity of one year or less ...................... 774,000
With original maturity of more than one year .................... 43,000
Bank's liability on acceptances executed and outstanding ............ 0
Subordinated notes and debentures ................................... 0
Other liabilities (from Schedule RC-G) .............................. 95,672
Total liabilities ................................................... 4,889,258
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................... 0
Common Stock ........................................................ 500
Surplus (exclude all surplus related to preferred stock) ............ 62,118
Undivided profits and capital reserves .............................. 371,107
Net unrealized holding gains (losses) on
available-for-sale securities ..................................... (2,139)
Total equity capital ................................................ 431,586
Total liabilities, limited-life preferred
stock, and equity capital ......................................... 5,320,844
Thousands of dollars
2
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) X
---
WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)
Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)
Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)
CITICORP
CITICORP CAPITAL VIII
(Exact name of obligor as specified in its charter)
Delaware 13-2614988
Delaware 52-6839457
(State of incorporation) (I.R.S. employer identification no.)
399 Park Avenue
New York, New York 10043
(Address of principal executive offices) (Zip Code)
Capital Securities of Citicorp Capital VIII
(Title of the indenture securities)
================================================================================
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
affiliation:
Based upon an examination of the books and records of the
trustee and upon information furnished by the obligor, the obligor is
not an affiliate of the trustee.
ITEM 3. LIST OF EXHIBITS.
List below all exhibits filed as part of this Statement of
Eligibility and Qualification.
A. Charter of Wilmington Trust Company, which includes the
certificate of authority of Wilmington Trust Company to commence
business and the authorization of Wilmington Trust Company to
exercise corporate trust powers, is incorporated by reference to
Exhibit A to Form T-1 filed on January 31, 1997, with the
Commission pursuant to the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990 (Registration
Statement No. 333-20803).
B. By-Laws of Wilmington Trust Company are incorporated by
reference to Exhibit B to Form T-1 filed on January 31, 1997,
with the Commission pursuant to the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990
(Registration Statement No. 333-20803).
C. Consent of Wilmington Trust Company required by Section 321(b)
of Trust Indenture Act.
D. Copy of most recent Report of Condition of Wilmington Trust
Company.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 9th day
of July, 1997.
WILMINGTON TRUST COMPANY
[SEAL]
Attest: /s/ W. Chris Sponenberg By:/s/ Lario M. Marini
-------------------------- ----------------------
Assistant Secretary Name: Lario M. Marini
Title: Vice President
2
<PAGE>
EXHIBIT C
Section 321(b) Consent
Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended,
Wilmington Trust Company hereby consents that reports of examinations by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.
WILMINGTON TRUST COMPANY
Dated: July 9, 1997 By: /s/ Lario M. Marini
-------------------
Name: Lario M. Marini
Title: Vice President
<PAGE>
EXHIBIT D
NOTICE
This form is intended to assist state nonmember banks and
savings banks with state publication requirements. It has
not been approved by any state banking authorities. Refer to
your appropriate state banking authorities for your state
publication requirements.
R E P O R T O F C O N D I T I O N
Consolidating domestic subsidiaries of the
WILMINGTON TRUST COMPANY of WILMINGTON
------------------------ ----------
Name of Bank City
in the State of DELAWARE , at the close of business on March 31, 1997.
-------------
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins ............. 181,744
Interest-bearing balances ....................................... 0
Held-to-maturity securities ......................................... 445,954
Available-for-sale securities ....................................... 767,337
Federal funds sold and securities purchased
under agreements to resell ........................................ 86,900
Loans and lease financing receivables:
Loans and leases, net of unearned income ........ 3,685,616
LESS: Allowance for loan and lease losses ...... 52,478
LESS: Allocated transfer risk reserve .......... 0
Loans and leases, net of unearned income,
allowance, and reserve ........................................ 3,633,138
Assets held in trading accounts ..................................... 0
Premises and fixed assets (including capitalized leases) ............ 94,513
Other real estate owned ............................................. 3,702
Investments in unconsolidated subsidiaries and
associated companies .............................................. 20
Customers' liability to this bank on acceptances outstanding ........ 0
Intangible assets ................................................... 4,012
Other assets ........................................................ 103,524
Total assets ........................................................ 5,320,844
CONTINUED ON NEXT PAGE
<PAGE>
LIABILITIES
Deposits:
In domestic offices ................................................. 3,618,174
Noninterest-bearing ............................. 784,267
Interest-bearing ................................ 2,833,907
Federal funds purchased and Securities sold
under agreements to repurchase .................................... 293,862
Demand notes issued to the U.S. Treasury ............................ 64,550
Trading liabilities (from Schedule RC-D) ............................ 0
Other borrowed money: ............................................... ///////
With original maturity of one year or less ...................... 774,000
With original maturity of more than one year .................... 43,000
Bank's liability on acceptances executed and outstanding ............ 0
Subordinated notes and debentures ................................... 0
Other liabilities (from Schedule RC-G) .............................. 95,672
Total liabilities ................................................... 4,889,258
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................... 0
Common Stock ........................................................ 500
Surplus (exclude all surplus related to preferred stock) ............ 62,118
Undivided profits and capital reserves .............................. 371,107
Net unrealized holding gains (losses) on
available-for-sale securities ..................................... (2,139)
Total equity capital ................................................ 431,586
Total liabilities, limited-life preferred
stock, and equity capital ......................................... 5,320,844
Thousands of dollars
2
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) X
---
WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)
Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)
Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)
CITICORP
CITICORP CAPITAL IX
(Exact name of obligor as specified in its charter)
Delaware 13-2614988
Delaware 52-6839458
(State of incorporation) (I.R.S. employer identification no.)
399 Park Avenue
New York, New York 10043
(Address of principal executive offices) (Zip Code)
Capital Securities of Citicorp Capital IX
(Title of the indenture securities)
================================================================================
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
affiliation:
Based upon an examination of the books and records of the
trustee and upon information furnished by the obligor, the obligor is
not an affiliate of the trustee.
ITEM 3. LIST OF EXHIBITS.
List below all exhibits filed as part of this Statement of
Eligibility and Qualification.
A. Charter of Wilmington Trust Company, which includes the
certificate of authority of Wilmington Trust Company to commence
business and the authorization of Wilmington Trust Company to
exercise corporate trust powers, is incorporated by reference to
Exhibit A to Form T-1 filed on January 31, 1997, with the
Commission pursuant to the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990 (Registration
Statement No. 333-20803).
B. By-Laws of Wilmington Trust Company are incorporated by
reference to Exhibit B to Form T-1 filed on January 31, 1997,
with the Commission pursuant to the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990
(Registration Statement No. 333-20803).
C. Consent of Wilmington Trust Company required by Section 321(b)
of Trust Indenture Act.
D. Copy of most recent Report of Condition of Wilmington Trust
Company.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 9th day
of July, 1997.
WILMINGTON TRUST COMPANY
[SEAL]
Attest: /s/ W. Chris Sponenberg By:/s/ Lario M. Marini
------------------------ ----------------------
Assistant Secretary Name: Lario M. Marini
Title: Vice President
2
<PAGE>
EXHIBIT C
Section 321(b) Consent
Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended,
Wilmington Trust Company hereby consents that reports of examinations by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.
WILMINGTON TRUST COMPANY
Dated: July 9, 1997 By: /s/ Lario M. Marini
-------------------
Name: Lario M. Marini
Title: Vice President
<PAGE>
EXHIBIT D
NOTICE
This form is intended to assist state nonmember banks and
savings banks with state publication requirements. It has
not been approved by any state banking authorities. Refer to
your appropriate state banking authorities for your state
publication requirements.
R E P O R T O F C O N D I T I O N
Consolidating domestic subsidiaries of the
WILMINGTON TRUST COMPANY of WILMINGTON
------------------------ ----------
Name of Bank City
in the State of DELAWARE , at the close of business on March 31, 1997.
-------------
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins ............. 181,744
Interest-bearing balances ....................................... 0
Held-to-maturity securities ......................................... 445,954
Available-for-sale securities ....................................... 767,337
Federal funds sold and securities purchased
under agreements to resell ........................................ 86,900
Loans and lease financing receivables:
Loans and leases, net of unearned income ........ 3,685,616
LESS: Allowance for loan and lease losses ...... 52,478
LESS: Allocated transfer risk reserve .......... 0
Loans and leases, net of unearned income,
allowance, and reserve ........................................ 3,633,138
Assets held in trading accounts ..................................... 0
Premises and fixed assets (including capitalized leases) ............ 94,513
Other real estate owned ............................................. 3,702
Investments in unconsolidated subsidiaries and
associated companies .............................................. 20
Customers' liability to this bank on acceptances outstanding ........ 0
Intangible assets ................................................... 4,012
Other assets ........................................................ 103,524
Total assets ........................................................ 5,320,844
CONTINUED ON NEXT PAGE
<PAGE>
LIABILITIES
Deposits:
In domestic offices ................................................. 3,618,174
Noninterest-bearing ............................. 784,267
Interest-bearing ................................ 2,833,907
Federal funds purchased and Securities sold
under agreements to repurchase .................................... 293,862
Demand notes issued to the U.S. Treasury ............................ 64,550
Trading liabilities (from Schedule RC-D) ............................ 0
Other borrowed money: ............................................... ///////
With original maturity of one year or less ...................... 774,000
With original maturity of more than one year .................... 43,000
Bank's liability on acceptances executed and outstanding ............ 0
Subordinated notes and debentures ................................... 0
Other liabilities (from Schedule RC-G) .............................. 95,672
Total liabilities ................................................... 4,889,258
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................... 0
Common Stock ........................................................ 500
Surplus (exclude all surplus related to preferred stock) ............ 62,118
Undivided profits and capital reserves .............................. 371,107
Net unrealized holding gains (losses) on
available-for-sale securities ..................................... (2,139)
Total equity capital ................................................ 431,586
Total liabilities, limited-life preferred
stock, and equity capital ......................................... 5,320,844
Thousands of dollars
2
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) X
---
WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)
Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)
Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)
CITICORP
(Exact name of obligor as specified in its charter)
Delaware 13-2614988
(State of incorporation) (I.R.S. employer identification no.)
399 Park Avenue
New York, New York 10043
(Address of principal executive offices) (Zip Code)
Guarantee by Citicorp with respect to
Capital Securities of Citicorp Capital III
(Title of the indenture securities)
================================================================================
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
affiliation:
Based upon an examination of the books and records of the
trustee and upon information furnished by the obligor, the obligor
is not an affiliate of the trustee.
ITEM 3. LIST OF EXHIBITS.
List below all exhibits filed as part of this Statement of
Eligibility and Qualification.
A. Charter of Wilmington Trust Company, which includes the
certificate of authority of Wilmington Trust Company to commence
business and the authorization of Wilmington Trust Company to exercise
corporate trust powers, is incorporated by reference to Exhibit A to
Form T-1 filed on January 31, 1997, with the Commission pursuant to
the Trust Indenture Act of 1939, as amended by the Trust Indenture
Reform Act of 1990 (Registration Statement No. 333-20803).
B. By-Laws of Wilmington Trust Company are incorporated by
reference to Exhibit B to Form T-1 filed on January 31, 1997, with the
Commission pursuant to the Trust Indenture Act of 1939, as amended by
the Trust Indenture Reform Act of 1990 (Registration Statement No.
333-20803). C. Consent of Wilmington Trust Company required by Section
321(b) of Trust Indenture Act.
D. Copy of most recent Report of Condition of Wilmington Trust
Company.
Pursuant to the requirements of the Trust Indenture Act of 1939,
as amended, the trustee, Wilmington Trust Company, a corporation
organized and existing under the laws of Delaware, has duly caused
this Statement of Eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Wilmington
and State of Delaware on the 9th day of July, 1997.
WILMINGTON TRUST COMPANY
[SEAL]
Attest:/s/ W. Chris Sponenberg By: /s/ Lario M. Marini
------------------------------ -----------------------
Assistant Secretary Name: Lario M. Marini
Title: Vice President
2
<PAGE>
EXHIBIT C
Section 321(b) Consent
Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended,
Wilmington Trust Company hereby consents that reports of examinations by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.
WILMINGTON TRUST COMPANY
Dated: July 9, 1997 By: /s/ Lario M. Marini
-------------------
Name: Lario M. Marini
Title: Vice President
<PAGE>
EXHIBIT D
NOTICE
This form is intended to assist state nonmember banks and
savings banks with state publication requirements. It has
not been approved by any state banking authorities. Refer to
your appropriate state banking authorities for your state
publication requirements.
R E P O R T O F C O N D I T I O N
Consolidating domestic subsidiaries of the
WILMINGTON TRUST COMPANY of WILMINGTON
------------------------ ----------
Name of Bank City
in the State of DELAWARE , at the close of business on March 31, 1997.
-------------
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins ............. 181,744
Interest-bearing balances ....................................... 0
Held-to-maturity securities ......................................... 445,954
Available-for-sale securities ....................................... 767,337
Federal funds sold and securities purchased
under agreements to resell ........................................ 86,900
Loans and lease financing receivables:
Loans and leases, net of unearned income ........ 3,685,616
LESS: Allowance for loan and lease losses ...... 52,478
LESS: Allocated transfer risk reserve .......... 0
Loans and leases, net of unearned income,
allowance, and reserve ........................................ 3,633,138
Assets held in trading accounts ..................................... 0
Premises and fixed assets (including capitalized leases) ............ 94,513
Other real estate owned ............................................. 3,702
Investments in unconsolidated subsidiaries and
associated companies .............................................. 20
Customers' liability to this bank on acceptances outstanding ........ 0
Intangible assets ................................................... 4,012
Other assets ........................................................ 103,524
Total assets ........................................................ 5,320,844
CONTINUED ON NEXT PAGE
<PAGE>
LIABILITIES
Deposits:
In domestic offices ................................................. 3,618,174
Noninterest-bearing ............................. 784,267
Interest-bearing ................................ 2,833,907
Federal funds purchased and Securities sold
under agreements to repurchase .................................... 293,862
Demand notes issued to the U.S. Treasury ............................ 64,550
Trading liabilities (from Schedule RC-D) ............................ 0
Other borrowed money: ............................................... ///////
With original maturity of one year or less ...................... 774,000
With original maturity of more than one year .................... 43,000
Bank's liability on acceptances executed and outstanding ............ 0
Subordinated notes and debentures ................................... 0
Other liabilities (from Schedule RC-G) .............................. 95,672
Total liabilities ................................................... 4,889,258
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................... 0
Common Stock ........................................................ 500
Surplus (exclude all surplus related to preferred stock) ............ 62,118
Undivided profits and capital reserves .............................. 371,107
Net unrealized holding gains (losses) on
available-for-sale securities ..................................... (2,139)
Total equity capital ................................................ 431,586
Total liabilities, limited-life preferred
stock, and equity capital ......................................... 5,320,844
Thousands of dollars
2
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) X
---
WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)
Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)
Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)
CITICORP
(Exact name of obligor as specified in its charter)
Delaware 13-2614988
(State of incorporation) (I.R.S. employer identification no.)
399 Park Avenue
New York, New York 10043
(Address of principal executive offices) (Zip Code)
Guarantee by Citicorp with respect to
Capital Securities of Citicorp Capital IV
(Title of the indenture securities)
================================================================================
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
affiliation:
Based upon an examination of the books and records of the
trustee and upon information furnished by the obligor, the obligor is
not an affiliate of the trustee.
ITEM 3. LIST OF EXHIBITS.
List below all exhibits filed as part of this Statement of
Eligibility and Qualification.
A. Charter of Wilmington Trust Company, which includes the
certificate of authority of Wilmington Trust Company to commence
business and the authorization of Wilmington Trust Company to
exercise corporate trust powers, is incorporated by reference to
Exhibit A to Form T-1 filed on January 31, 1997, with the
Commission pursuant to the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990 (Registration
Statement No. 333-20803).
B. By-Laws of Wilmington Trust Company are incorporated by reference
to Exhibit B to Form T-1 filed on January 31, 1997, with the
Commission pursuant to the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990 (Registration
Statement No. 333-20803).
C. Consent of Wilmington Trust Company required by Section 321(b) of
Trust Indenture Act.
D. Copy of most recent Report of Condition of Wilmington Trust
Company.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 9th day
of July, 1997.
WILMINGTON TRUST COMPANY
[SEAL]
Attest:/s/ W. Chris Sponenberg By:/s/ Lario M. Marini
------------------------------ ----------------------
Assistant Secretary Name: Lario M. Marini
Title: Vice President
2
<PAGE>
EXHIBIT C
Section 321(b) Consent
Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.
WILMINGTON TRUST COMPANY
Dated: July 9, 1997 By: /s/ Lario M. Marini
---------------------
Name: Lario M. Marini
Title: Vice President
<PAGE>
EXHIBIT D
NOTICE
This form is intended to assist state nonmember banks and
savings banks with state publication requirements. It has
not been approved by any state banking authorities. Refer to
your appropriate state banking authorities for your state
publication requirements.
R E P O R T O F C O N D I T I O N
Consolidating domestic subsidiaries of the
WILMINGTON TRUST COMPANY of WILMINGTON
------------------------ ----------
Name of Bank City
in the State of DELAWARE , at the close of business on March 31, 1997.
-------------
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins ............. 181,744
Interest-bearing balances ....................................... 0
Held-to-maturity securities ......................................... 445,954
Available-for-sale securities ....................................... 767,337
Federal funds sold and securities purchased
under agreements to resell ........................................ 86,900
Loans and lease financing receivables:
Loans and leases, net of unearned income ........ 3,685,616
LESS: Allowance for loan and lease losses ...... 52,478
LESS: Allocated transfer risk reserve .......... 0
Loans and leases, net of unearned income,
allowance, and reserve ........................................ 3,633,138
Assets held in trading accounts ..................................... 0
Premises and fixed assets (including capitalized leases) ............ 94,513
Other real estate owned ............................................. 3,702
Investments in unconsolidated subsidiaries and
associated companies .............................................. 20
Customers' liability to this bank on acceptances outstanding ........ 0
Intangible assets ................................................... 4,012
Other assets ........................................................ 103,524
Total assets ........................................................ 5,320,844
CONTINUED ON NEXT PAGE
<PAGE>
LIABILITIES
Deposits:
In domestic offices ................................................. 3,618,174
Noninterest-bearing ............................. 784,267
Interest-bearing ................................ 2,833,907
Federal funds purchased and Securities sold
under agreements to repurchase .................................... 293,862
Demand notes issued to the U.S. Treasury ............................ 64,550
Trading liabilities (from Schedule RC-D) ............................ 0
Other borrowed money: ............................................... ///////
With original maturity of one year or less ...................... 774,000
With original maturity of more than one year .................... 43,000
Bank's liability on acceptances executed and outstanding ............ 0
Subordinated notes and debentures ................................... 0
Other liabilities (from Schedule RC-G) .............................. 95,672
Total liabilities ................................................... 4,889,258
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................... 0
Common Stock ........................................................ 500
Surplus (exclude all surplus related to preferred stock) ............ 62,118
Undivided profits and capital reserves .............................. 371,107
Net unrealized holding gains (losses) on
available-for-sale securities ..................................... (2,139)
Total equity capital ................................................ 431,586
Total liabilities, limited-life preferred
stock, and equity capital ......................................... 5,320,844
Thousands of dollars
2
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) X
---
WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)
Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)
Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)
CITICORP
(Exact name of obligor as specified in its charter)
Delaware 13-2614988
(State of incorporation) (I.R.S. employer identification no.)
399 Park Avenue
New York, New York 10043
(Address of principal executive offices) (Zip Code)
Guarantee by Citicorp with respect to
Capital Securities of Citicorp Capital V
(Title of the indenture securities)
================================================================================
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
affiliation:
Based upon an examination of the books and records of the
trustee and upon information furnished by the obligor, the obligor is
not an affiliate of the trustee.
ITEM 3. LIST OF EXHIBITS.
List below all exhibits filed as part of this Statement of
Eligibility and Qualification.
A. Charter of Wilmington Trust Company, which includes the
certificate of authority of Wilmington Trust Company to commence
business and the authorization of Wilmington Trust Company to
exercise corporate trust powers, is incorporated by reference to
Exhibit A to Form T-1 filed on January 31, 1997, with the
Commission pursuant to the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990 (Registration
Statement No. 333-20803).
B. By-Laws of Wilmington Trust Company are incorporated by
reference to Exhibit B to Form T-1 filed on January 31, 1997,
with the Commission pursuant to the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990
(Registration Statement No. 333-20803).
C. Consent of Wilmington Trust Company required by Section 321(b)
of Trust Indenture Act.
D. Copy of most recent Report of Condition of Wilmington Trust
Company.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 9th day
of July, 1997.
WILMINGTON TRUST COMPANY
[SEAL]
Attest:/s/ W. Chris Sponenberg By:/s/ Lario M. Marini
------------------------ ----------------------
Assistant Secretary Name: Lario M. Marini
Title: Vice President
2
<PAGE>
EXHIBIT C
Section 321(b) Consent
Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.
WILMINGTON TRUST COMPANY
Dated: July 9, 1997 By: /s/ Lario M. Marini
-------------------
Name: Lario M. Marini
Title: Vice President
<PAGE>
EXHIBIT D
NOTICE
This form is intended to assist state nonmember banks and
savings banks with state publication requirements. It has
not been approved by any state banking authorities. Refer to
your appropriate state banking authorities for your state
publication requirements.
R E P O R T O F C O N D I T I O N
Consolidating domestic subsidiaries of the
WILMINGTON TRUST COMPANY of WILMINGTON
------------------------ ----------
Name of Bank City
in the State of DELAWARE , at the close of business on March 31, 1997.
-------------
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins ............. 181,744
Interest-bearing balances ....................................... 0
Held-to-maturity securities ......................................... 445,954
Available-for-sale securities ....................................... 767,337
Federal funds sold and securities purchased
under agreements to resell ........................................ 86,900
Loans and lease financing receivables:
Loans and leases, net of unearned income ........ 3,685,616
LESS: Allowance for loan and lease losses ...... 52,478
LESS: Allocated transfer risk reserve .......... 0
Loans and leases, net of unearned income,
allowance, and reserve ........................................ 3,633,138
Assets held in trading accounts ..................................... 0
Premises and fixed assets (including capitalized leases) ............ 94,513
Other real estate owned ............................................. 3,702
Investments in unconsolidated subsidiaries and
associated companies .............................................. 20
Customers' liability to this bank on acceptances outstanding ........ 0
Intangible assets ................................................... 4,012
Other assets ........................................................ 103,524
Total assets ........................................................ 5,320,844
CONTINUED ON NEXT PAGE
<PAGE>
LIABILITIES
Deposits:
In domestic offices ................................................. 3,618,174
Noninterest-bearing ............................. 784,267
Interest-bearing ................................ 2,833,907
Federal funds purchased and Securities sold
under agreements to repurchase .................................... 293,862
Demand notes issued to the U.S. Treasury ............................ 64,550
Trading liabilities (from Schedule RC-D) ............................ 0
Other borrowed money: ............................................... ///////
With original maturity of one year or less ...................... 774,000
With original maturity of more than one year .................... 43,000
Bank's liability on acceptances executed and outstanding ............ 0
Subordinated notes and debentures ................................... 0
Other liabilities (from Schedule RC-G) .............................. 95,672
Total liabilities ................................................... 4,889,258
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................... 0
Common Stock ........................................................ 500
Surplus (exclude all surplus related to preferred stock) ............ 62,118
Undivided profits and capital reserves .............................. 371,107
Net unrealized holding gains (losses) on
available-for-sale securities ..................................... (2,139)
Total equity capital ................................................ 431,586
Total liabilities, limited-life preferred
stock, and equity capital ......................................... 5,320,844
Thousands of dollars
2
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) X
---
WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)
Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)
Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)
CITICORP
(Exact name of obligor as specified in its charter)
Delaware 13-2614988
(State of incorporation) (I.R.S. employer identification no.)
399 Park Avenue
New York, New York 10043
(Address of principal executive offices) (Zip Code)
Guarantee by Citicorp with respect to
Capital Securities of Citicorp Capital VI
(Title of the indenture securities)
================================================================================
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
affiliation:
Based upon an examination of the books and records of the
trustee and upon information furnished by the obligor, the obligor is
not an affiliate of the trustee.
ITEM 3. LIST OF EXHIBITS.
List below all exhibits filed as part of this Statement of
Eligibility and Qualification.
A. Charter of Wilmington Trust Company, which includes the
certificate of authority of Wilmington Trust Company to commence
business and the authorization of Wilmington Trust Company to
exercise corporate trust powers, is incorporated by reference to
Exhibit A to Form T-1 filed on January 31, 1997, with the
Commission pursuant to the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990 (Registration
Statement No. 333-20803).
B. By-Laws of Wilmington Trust Company are incorporated by
reference to Exhibit B to Form T-1 filed on January 31, 1997,
with the Commission pursuant to the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990
(Registration Statement No. 333-20803).
C. Consent of Wilmington Trust Company required by Section 321(b)
of Trust Indenture Act.
D. Copy of most recent Report of Condition of Wilmington Trust
Company.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 9th day
of July, 1997.
WILMINGTON TRUST COMPANY
[SEAL]
Attest:/s/ W. Chris Sponenberg By:/s/ Lario M. Marini
------------------------- ----------------------
Assistant Secretary Name: Lario M. Marini
Title: Vice President
2
<PAGE>
EXHIBIT C
Section 321(b) Consent
Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.
WILMINGTON TRUST COMPANY
Dated: July 9, 1997 By: /s/ Lario M. Marini
-------------------
Name: Lario M. Marini
Title: Vice President
<PAGE>
EXHIBIT D
NOTICE
This form is intended to assist state nonmember banks and
savings banks with state publication requirements. It has
not been approved by any state banking authorities. Refer to
your appropriate state banking authorities for your state
publication requirements.
R E P O R T O F C O N D I T I O N
Consolidating domestic subsidiaries of the
WILMINGTON TRUST COMPANY of WILMINGTON
------------------------ ----------
Name of Bank City
in the State of DELAWARE , at the close of business on March 31, 1997.
-------------
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins ............. 181,744
Interest-bearing balances ....................................... 0
Held-to-maturity securities ......................................... 445,954
Available-for-sale securities ....................................... 767,337
Federal funds sold and securities purchased
under agreements to resell ........................................ 86,900
Loans and lease financing receivables:
Loans and leases, net of unearned income ........ 3,685,616
LESS: Allowance for loan and lease losses ...... 52,478
LESS: Allocated transfer risk reserve .......... 0
Loans and leases, net of unearned income,
allowance, and reserve ........................................ 3,633,138
Assets held in trading accounts ..................................... 0
Premises and fixed assets (including capitalized leases) ............ 94,513
Other real estate owned ............................................. 3,702
Investments in unconsolidated subsidiaries and
associated companies .............................................. 20
Customers' liability to this bank on acceptances outstanding ........ 0
Intangible assets ................................................... 4,012
Other assets ........................................................ 103,524
Total assets ........................................................ 5,320,844
CONTINUED ON NEXT PAGE
<PAGE>
LIABILITIES
Deposits:
In domestic offices ................................................. 3,618,174
Noninterest-bearing ............................. 784,267
Interest-bearing ................................ 2,833,907
Federal funds purchased and Securities sold
under agreements to repurchase .................................... 293,862
Demand notes issued to the U.S. Treasury ............................ 64,550
Trading liabilities (from Schedule RC-D) ............................ 0
Other borrowed money: ............................................... ///////
With original maturity of one year or less ...................... 774,000
With original maturity of more than one year .................... 43,000
Bank's liability on acceptances executed and outstanding ............ 0
Subordinated notes and debentures ................................... 0
Other liabilities (from Schedule RC-G) .............................. 95,672
Total liabilities ................................................... 4,889,258
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................... 0
Common Stock ........................................................ 500
Surplus (exclude all surplus related to preferred stock) ............ 62,118
Undivided profits and capital reserves .............................. 371,107
Net unrealized holding gains (losses) on
available-for-sale securities ..................................... (2,139)
Total equity capital ................................................ 431,586
Total liabilities, limited-life preferred
stock, and equity capital ......................................... 5,320,844
Thousands of dollars
2
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) X
---
WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)
Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)
Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)
CITICORP
(Exact name of obligor as specified in its charter)
Delaware 13-2614988
(State of incorporation) (I.R.S. employer identification no.)
399 Park Avenue
New York, New York 10043
(Address of principal executive offices) (Zip Code)
Guarantee by Citicorp with respect to
Capital Securities of Citicorp Capital VII
(Title of the indenture securities)
================================================================================
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
affiliation:
Based upon an examination of the books and records of the
trustee and upon information furnished by the obligor, the obligor is
not an affiliate of the trustee.
ITEM 3. LIST OF EXHIBITS.
List below all exhibits filed as part of this Statement of
Eligibility and Qualification.
A. Charter of Wilmington Trust Company, which includes the
certificate of authority of Wilmington Trust Company to commence
business and the authorization of Wilmington Trust Company to
exercise corporate trust powers, is incorporated by reference to
Exhibit A to Form T-1 filed on January 31, 1997, with the
Commission pursuant to the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990 (Registration
Statement No. 333-20803).
B. By-Laws of Wilmington Trust Company are incorporated by
reference to Exhibit B to Form T-1 filed on January 31, 1997,
with the Commission pursuant to the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990
(Registration Statement No. 333-20803).
C. Consent of Wilmington Trust Company required by Section 321(b)
of Trust Indenture Act.
D. Copy of most recent Report of Condition of Wilmington Trust
Company.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 9th day
of July, 1997.
WILMINGTON TRUST COMPANY
[SEAL]
Attest:/s/ W. Chris Sponenberg By:/s/ Lario M. Marini
-------------------------- ----------------------
Assistant Secretary Name: Lario M. Marini
Title: Vice President
2
<PAGE>
EXHIBIT C
Section 321(b) Consent
Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.
WILMINGTON TRUST COMPANY
Dated: July 9, 1997 By: /s/ Lario M. Marini
-------------------
Name: Lario M. Marini
Title: Vice President
<PAGE>
EXHIBIT D
NOTICE
This form is intended to assist state nonmember banks and
savings banks with state publication requirements. It has
not been approved by any state banking authorities. Refer to
your appropriate state banking authorities for your state
publication requirements.
R E P O R T O F C O N D I T I O N
Consolidating domestic subsidiaries of the
WILMINGTON TRUST COMPANY of WILMINGTON
------------------------ ----------
Name of Bank City
in the State of DELAWARE , at the close of business on March 31, 1997.
-------------
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins ............. 181,744
Interest-bearing balances ....................................... 0
Held-to-maturity securities ......................................... 445,954
Available-for-sale securities ....................................... 767,337
Federal funds sold and securities purchased
under agreements to resell ........................................ 86,900
Loans and lease financing receivables:
Loans and leases, net of unearned income ........ 3,685,616
LESS: Allowance for loan and lease losses ...... 52,478
LESS: Allocated transfer risk reserve .......... 0
Loans and leases, net of unearned income,
allowance, and reserve ........................................ 3,633,138
Assets held in trading accounts ..................................... 0
Premises and fixed assets (including capitalized leases) ............ 94,513
Other real estate owned ............................................. 3,702
Investments in unconsolidated subsidiaries and
associated companies .............................................. 20
Customers' liability to this bank on acceptances outstanding ........ 0
Intangible assets ................................................... 4,012
Other assets ........................................................ 103,524
Total assets ........................................................ 5,320,844
CONTINUED ON NEXT PAGE
<PAGE>
LIABILITIES
Deposits:
In domestic offices ................................................. 3,618,174
Noninterest-bearing ............................. 784,267
Interest-bearing ................................ 2,833,907
Federal funds purchased and Securities sold
under agreements to repurchase .................................... 293,862
Demand notes issued to the U.S. Treasury ............................ 64,550
Trading liabilities (from Schedule RC-D) ............................ 0
Other borrowed money: ............................................... ///////
With original maturity of one year or less ...................... 774,000
With original maturity of more than one year .................... 43,000
Bank's liability on acceptances executed and outstanding ............ 0
Subordinated notes and debentures ................................... 0
Other liabilities (from Schedule RC-G) .............................. 95,672
Total liabilities ................................................... 4,889,258
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................... 0
Common Stock ........................................................ 500
Surplus (exclude all surplus related to preferred stock) ............ 62,118
Undivided profits and capital reserves .............................. 371,107
Net unrealized holding gains (losses) on
available-for-sale securities ..................................... (2,139)
Total equity capital ................................................ 431,586
Total liabilities, limited-life preferred
stock, and equity capital ......................................... 5,320,844
Thousands of dollars
2
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) X
---
WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)
Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)
Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)
CITICORP
(Exact name of obligor as specified in its charter)
Delaware 13-2614988
(State of incorporation) (I.R.S. employer identification no.)
399 Park Avenue
New York, New York 10043
(Address of principal executive offices) (Zip Code)
Guarantee by Citicorp with respect to
Capital Securities of Citicorp Capital VIII
(Title of the indenture securities)
================================================================================
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
affiliation:
Based upon an examination of the books and records of the
trustee and upon information furnished by the obligor, the obligor is
not an affiliate of the trustee.
ITEM 3. LIST OF EXHIBITS.
List below all exhibits filed as part of this Statement of
Eligibility and Qualification.
A. Charter of Wilmington Trust Company, which includes the
certificate of authority of Wilmington Trust Company to commence
business and the authorization of Wilmington Trust Company to
exercise corporate trust powers, is incorporated by reference to
Exhibit A to Form T-1 filed on January 31, 1997, with the
Commission pursuant to the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990 (Registration
Statement No. 333-20803).
B. By-Laws of Wilmington Trust Company are incorporated by
reference to Exhibit B to Form T-1 filed on January 31, 1997,
with the Commission pursuant to the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990
(Registration Statement No. 333-20803).
C. Consent of Wilmington Trust Company required by Section 321(b)
of Trust Indenture Act.
D. Copy of most recent Report of Condition of Wilmington Trust
Company.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 9th day
of July, 1997.
WILMINGTON TRUST COMPANY
[SEAL]
Attest:/s/ W. Chris Sponenberg By:/s/ Lario M. Marini
-------------------------- ----------------------
Assistant Secretary Name: Lario M. Marini
Title: Vice President
2
<PAGE>
EXHIBIT C
Section 321(b) Consent
Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.
WILMINGTON TRUST COMPANY
Dated: July 9, 1997 By: /s/ Lario M. Marini
-------------------
Name: Lario M. Marini
Title: Vice President
<PAGE>
EXHIBIT D
NOTICE
This form is intended to assist state nonmember banks and
savings banks with state publication requirements. It has
not been approved by any state banking authorities. Refer to
your appropriate state banking authorities for your state
publication requirements.
R E P O R T O F C O N D I T I O N
Consolidating domestic subsidiaries of the
WILMINGTON TRUST COMPANY of WILMINGTON
------------------------ ----------
Name of Bank City
in the State of DELAWARE , at the close of business on March 31, 1997.
-------------
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins ............. 181,744
Interest-bearing balances ....................................... 0
Held-to-maturity securities ......................................... 445,954
Available-for-sale securities ....................................... 767,337
Federal funds sold and securities purchased
under agreements to resell ........................................ 86,900
Loans and lease financing receivables:
Loans and leases, net of unearned income ........ 3,685,616
LESS: Allowance for loan and lease losses ...... 52,478
LESS: Allocated transfer risk reserve .......... 0
Loans and leases, net of unearned income,
allowance, and reserve ........................................ 3,633,138
Assets held in trading accounts ..................................... 0
Premises and fixed assets (including capitalized leases) ............ 94,513
Other real estate owned ............................................. 3,702
Investments in unconsolidated subsidiaries and
associated companies .............................................. 20
Customers' liability to this bank on acceptances outstanding ........ 0
Intangible assets ................................................... 4,012
Other assets ........................................................ 103,524
Total assets ........................................................ 5,320,844
CONTINUED ON NEXT PAGE
<PAGE>
LIABILITIES
Deposits:
In domestic offices ................................................. 3,618,174
Noninterest-bearing ............................. 784,267
Interest-bearing ................................ 2,833,907
Federal funds purchased and Securities sold
under agreements to repurchase .................................... 293,862
Demand notes issued to the U.S. Treasury ............................ 64,550
Trading liabilities (from Schedule RC-D) ............................ 0
Other borrowed money: ............................................... ///////
With original maturity of one year or less ...................... 774,000
With original maturity of more than one year .................... 43,000
Bank's liability on acceptances executed and outstanding ............ 0
Subordinated notes and debentures ................................... 0
Other liabilities (from Schedule RC-G) .............................. 95,672
Total liabilities ................................................... 4,889,258
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................... 0
Common Stock ........................................................ 500
Surplus (exclude all surplus related to preferred stock) ............ 62,118
Undivided profits and capital reserves .............................. 371,107
Net unrealized holding gains (losses) on
available-for-sale securities ..................................... (2,139)
Total equity capital ................................................ 431,586
Total liabilities, limited-life preferred
stock, and equity capital ......................................... 5,320,844
Thousands of dollars
2
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) X
---
WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)
Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)
Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)
CITICORP
(Exact name of obligor as specified in its charter)
Delaware 13-2614988
(State of incorporation) (I.R.S. employer identification no.)
399 Park Avenue
New York, New York 10043
(Address of principal executive offices) (Zip Code)
Guarantee by Citicorp with respect to
Capital Securities of Citicorp Capital IX
(Title of the indenture securities)
================================================================================
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
affiliation:
Based upon an examination of the books and records of the
trustee and upon information furnished by the obligor, the obligor is
not an affiliate of the trustee.
ITEM 3. LIST OF EXHIBITS.
List below all exhibits filed as part of this Statement of
Eligibility and Qualification.
A. Charter of Wilmington Trust Company, which includes the
certificate of authority of Wilmington Trust Company to commence
business and the authorization of Wilmington Trust Company to
exercise corporate trust powers, is incorporated by reference to
Exhibit A to Form T-1 filed on January 31, 1997, with the
Commission pursuant to the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990 (Registration
Statement No. 333-20803).
B. By-Laws of Wilmington Trust Company are incorporated by
reference to Exhibit B to Form T-1 filed on January 31, 1997,
with the Commission pursuant to the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990
(Registration Statement No. 333-20803).
C. Consent of Wilmington Trust Company required by Section 321(b)
of Trust Indenture Act.
D. Copy of most recent Report of Condition of Wilmington Trust
Company.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 9th day
of July, 1997.
WILMINGTON TRUST COMPANY
[SEAL]
Attest:/s/ W. Chris Sponenberg By: /s/ Lario M. Marini
-------------------------- -----------------------
Assistant Secretary Name: Lario M. Marini
Title: Vice President
2
<PAGE>
EXHIBIT C
Section 321(b) Consent
Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.
WILMINGTON TRUST COMPANY
Dated: July 9, 1997 By: /s/ Lario M. Marini
-------------------
Name: Lario M. Marini
Title: Vice President
<PAGE>
EXHIBIT D
NOTICE
This form is intended to assist state nonmember banks and
savings banks with state publication requirements. It has
not been approved by any state banking authorities. Refer to
your appropriate state banking authorities for your state
publication requirements.
R E P O R T O F C O N D I T I O N
Consolidating domestic subsidiaries of the
WILMINGTON TRUST COMPANY of WILMINGTON
------------------------ ----------
Name of Bank City
in the State of DELAWARE , at the close of business on March 31, 1997.
-------------
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins ............. 181,744
Interest-bearing balances ....................................... 0
Held-to-maturity securities ......................................... 445,954
Available-for-sale securities ....................................... 767,337
Federal funds sold and securities purchased
under agreements to resell ........................................ 86,900
Loans and lease financing receivables:
Loans and leases, net of unearned income ........ 3,685,616
LESS: Allowance for loan and lease losses ...... 52,478
LESS: Allocated transfer risk reserve .......... 0
Loans and leases, net of unearned income,
allowance, and reserve ........................................ 3,633,138
Assets held in trading accounts ..................................... 0
Premises and fixed assets (including capitalized leases) ............ 94,513
Other real estate owned ............................................. 3,702
Investments in unconsolidated subsidiaries and
associated companies .............................................. 20
Customers' liability to this bank on acceptances outstanding ........ 0
Intangible assets ................................................... 4,012
Other assets ........................................................ 103,524
Total assets ........................................................ 5,320,844
CONTINUED ON NEXT PAGE
<PAGE>
LIABILITIES
Deposits:
In domestic offices ................................................. 3,618,174
Noninterest-bearing ............................. 784,267
Interest-bearing ................................ 2,833,907
Federal funds purchased and Securities sold
under agreements to repurchase .................................... 293,862
Demand notes issued to the U.S. Treasury ............................ 64,550
Trading liabilities (from Schedule RC-D) ............................ 0
Other borrowed money: ............................................... ///////
With original maturity of one year or less ...................... 774,000
With original maturity of more than one year .................... 43,000
Bank's liability on acceptances executed and outstanding ............ 0
Subordinated notes and debentures ................................... 0
Other liabilities (from Schedule RC-G) .............................. 95,672
Total liabilities ................................................... 4,889,258
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................... 0
Common Stock ........................................................ 500
Surplus (exclude all surplus related to preferred stock) ............ 62,118
Undivided profits and capital reserves .............................. 371,107
Net unrealized holding gains (losses) on
available-for-sale securities ..................................... (2,139)
Total equity capital ................................................ 431,586
Total liabilities, limited-life preferred
stock, and equity capital ......................................... 5,320,844
Thousands of dollars
2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
__________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
__________________________
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) _______
__________________________
UNITED STATES TRUST COMPANY OF NEW YORK (Exact name of
trustee as specified in its charter)
New York 13-3818954
(Jurisdiction of incorporation (I. R. S. Employer
if not a U. S. national bank) Identification No.)
114 West 47th Street 10036-1532
New York, New York (Zip Code)
(Address of principal
executive offices)
__________________________
Citicorp
(Exact name of obligor as specified in its charter)
Delaware 13-2614988
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
399 Park Avenue 10043
New York, New York (Zip code)
(Address of principal executive offices)
__________________________
Notes
(Title of the indenture securities)
================================================================================
<PAGE>
- 2 -
GENERAL
1. General Information
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Federal Reserve Bank of New York (2nd District), New York, New York
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Washington, D.C.
New York State Banking Department, Albany, New York
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. Affiliations with the Obligor
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None
3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15:
Citicorp currently is not in default under any of its outstanding securities
for which United States Trust Company of New York is Trustee. Accordingly,
responses to Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 of Form
T-1 are not required under General Instruction B.
16. List of Exhibits
T-1.1 -- Organization Certificate, as amended, issued by the
State of New York Banking Department to transact business
as a Trust Company, is incorporated by reference to
Exhibit T-1.1 to Form T-1 filed on September 15, 1995 with
the Commission pursuant to the Trust Indenture Act of
1939, as amended by the Trust Indenture Reform Act of 1990
(Registration No. 33-97056).
T-1.2 -- Included in Exhibit T-1.1.
T-1.3 -- Included in Exhibit T-1.1.
<PAGE>
- 3 -
16. List of Exhibits
(cont'd)
T-1.4 -- The By-Laws of United States Trust Company of New York, as
amended, is incorporated by reference to Exhibit T-1.4 to
Form T-1 filed on September 15, 1995 with the Commission
pursuant to the Trust Indenture Act of 1939, as amended by
the Trust Indenture Reform Act of 1990 (Registration No.
33-97056).
T-1.6 -- The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990.
T-1.7 -- A copy of the latest report of condition of the trustee
pursuant to law or the requirements of its supervising or
examining authority.
NOTE
As of July 8, 1997, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U.S. Trust
Corporation. The term "trustee" in Item 2, refers to each of United States Trust
Company of New York and its parent company, U. S. Trust Corporation.
In answering Item 2 in this statement of eligibility as to matters peculiarly
within the knowledge of the obligor or its directors, the trustee has relied
upon information furnished to it by the obligor and will rely on information to
be furnished by the obligor and the trustee disclaims responsibility for the
accuracy or completeness of such information.
__________________
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
United States Trust Company of New York, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York, and State of New York, on the 9th day
of July, 1997.
UNITED STATES TRUST COMPANY
OF NEW YORK, Trustee
By: /s/James E. Logan
------------------------
James E. Logan
Vice President
<PAGE>
Exhibit T-1.6
-------------
The consent of the trustee required by Section 321(b) of the Act.
United States Trust Company of New York
114 West 47th Street
New York, NY 10036
September 1, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, and subject to the
limitations set forth therein, United States Trust Company of New York ("U.S.
Trust") hereby consents that reports of examinations of U.S. Trust by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.
Very truly yours,
UNITED STATES TRUST COMPANY
OF NEW YORK
_______________________
By: /S/Gerard F. Ganey
Senior Vice President
<PAGE>
EXHIBIT T-1.7
UNITED STATES TRUST COMPANY OF NEW YORK
CONSOLIDATED STATEMENT OF CONDITION
MARCH 31, 1997
--------------
(IN THOUSANDS)
ASSETS
Cash and Due from Banks $ 59,856
Short-Term Investments 213,333
Securities, Available for Sale 968,413
Loans 1,370,272
Less: Allowance for Credit Losses 13,614
Net Loans 1,356,658
Premises and Equipment 61,183
Other Assets 125,938
----------
Total Assets $2,785,381
LIABILITIES
Deposits:
Non-Interest Bearing $ 480,539
Interest Bearing 1,738,130
----------
Total Deposits 2,218,669
Short-Term Credit Facilities 271,567
Accounts Payable and Accrued Liabilities 131,642
----------
Total Liabilities $2,621,878
==========
STOCKHOLDER'S EQUITY
Common Stock 14,995
Capital Surplus 42,541
Retained Earnings 101,577
Unrealized Gains (Losses) on Securities
Available for Sale, Net of Taxes (2,610)
----------
Total Stockholder's Equity 163,503
----------
Total Liabilities and
Stockholder's Equity $2,785,381
==========
I, Richard E. Brinkmann, Senior Vice President & Comptroller of the named bank
do hereby declare that this Statement of Condition has been prepared in
conformance with the instructions issued by the appropriate regulatory authority
and is true to the best of my knowledge and belief.
Richard E. Brinkmann, SVP & Controller
June 22, 1997
___________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
________________________________________
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
_____________________________________________
Citicorp
(Exact name of obligor as specified in its charter)
Delaware 13-2614988
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
399 Park Avenue
New York, New York 10043
(Address of principal executive offices) (Zip Code)
_____________________________________________
Subordinated Securities
(Title of the indenture securities)
___________________________________________________________________
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 9th day of July, 1997.
THE CHASE MANHATTAN BANK
By /S/ P. J. Gilkeson
------------------------
P. J. Gilkeson
Vice President
- 3 -
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1997, in accordance with a
call made by the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ........................................... $ 11,721
Interest-bearing balances ................................... 3,473
Securities:
Held to maturity
securities ...................................................... 2,965
Available for sale securities ................................... 35,903
Federal Funds sold and securities purchased under
agreements to resell ........................................ 24,025
Loans and lease financing receivables:
Loans and leases, net of unearned income ........... $123,957
Less: Allowance for loan and lease losses .......... 2,853
Less: Allocated transfer risk reserve .............. 13
--------
Loans and leases, net of unearned income,
allowance, and reserve ...................................... 121,091
Trading Assets .................................................. 54,340
Premises and fixed assets (including capitalized
leases) ....................................................... 2,875
Other real estate owned ......................................... 302
Investments in unconsolidated subsidiaries and
associated companies .......................................... 139
Customers' liability to this bank on acceptances
outstanding ................................................... 2,270
Intangible assets ............................................... 1,535
Other assets .................................................... 10,283
--------
TOTAL ASSETS .................................................... $270,922
========
- 4 -
<PAGE>
LIABILITIES
Deposits
In domestic offices ......................................... $ 84,776
Noninterest-bearing ................................ $32,492
Interest-bearing ................................... 52,284
-------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's ................................................... 69,171
Noninterest-bearing ................................ $ 4,181
Interest-bearing ................................... 64,990
Federal funds purchased and securities sold under
agreements to repurchase .................................... 32,885
Demand notes issued to the U.S. Treasury ........................ 1,000
Trading liabilities ............................................. 42,538
Other Borrowed money (includes mortgage indebtedness
and obligations under calitalized leases):
With a remaining maturity of one year or less ............... 4,431
With a remaining maturity of more than one year ............. 466
Bank's liability on acceptances executed and outstanding ........ 2,270
Subordinated notes and debentures ............................... 5,911
Other liabilities ............................................... 11,575
TOTAL LIABILITIES ............................................... 255,023
--------
EQUITY CAPITAL
Perpetual Preferred stock and related surplus ................... 0
Common stock .................................................... 1,211
Surplus (exclude all surplus related to preferred stock) ........ 10,283
Undivided profits and capital reserves .......................... 4,941
Net unrealized holding gains (Losses)
on available-for-sale securities ............................ (552)
Cumulative foreign currency translation adjustments ............. 16
TOTAL EQUITY CAPITAL
15,899
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL .................................... $270,922
========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and is true to the best
of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us,
and to the best of our knowledge and belief has been prepared in
conformance with the instructions issued by the appropriate
Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
- 5 -
