As filed with the Securities and Exchange Commission on April 25, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------
CITICORP
(Exact name of registrant as specified in its charter)
Delaware 13-2614988
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
399 Park Avenue
New York, NY 10043
(Address of principal executive offices)
Citicorp 1997 Stock Incentive Plan
(Full title of the plan)
Stephen E. Dietz
Associate General Counsel
Citibank, N.A.
425 Park Avenue
New York, NY 10043
Telephone: (212) 559-3430
(Name, address and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================== ================== ================== =================== ===================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered(1) share(2) price(2) registration fee (2)
=================== ================== ================== =================== ===================
<S> <C> <C> <C> <C>
Common Stock, par
value $1 per share 25,000,000 shares $103.50 $2,587,500,000 $784,090
=================== ================== ================== =================== ===================
</TABLE>
(1) 5,423,022 shares of Common Stock of Citicorp registered by the registrant
under its Registration Statement on Form S-8, File No. 33- 52601, are
carried forward in this Registration Statement pursuant to Rule 429 under
the Securities Act of 1933, as amended. A registration fee of $69,424 was
previously paid by the registrant with such Registration Statement with
respect to such shares.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based
upon the average of the high and low prices per share of the Common Stock
of Citicorp reported on the New York Stock Exchange Composite Tape on April
21, 1997.
1
<PAGE>
IN ACCORDANCE WITH RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROSPECTUS TO BE USED AS PART I OF THIS REGISTRATION STATEMENT ALSO CONSTITUTES
THE PROSPECTUS TO BE USED IN CONNECTION WITH THE OFFER AND SALE OF SHARES
PREVIOUSLY REGISTERED PURSUANT TO CITICORP'S REGISTRATION STATEMENT ON FORM S-8,
FILE NO. 33-52601.
---------------------
2
<PAGE>
EXPERTS
The consolidated financial statements of Citicorp and subsidiaries included
in Citicorp's Annual Report and Form 10-K for 1996 (the "1996 10-K") are
incorporated by reference into this Registration Statement in reliance upon the
report set forth in the 1996 10-K 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 1996 financial statements contains an added explanatory paragraph which
refers to the adoption by Citicorp of Statement of Financial Accounting
Standards No. 112, "Employers' Accounting for Postemployment Benefits," and
Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities."
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
by Citicorp are incorporated by reference into this Registration Statement as of
their respective dates:
(a) Annual Report and Form 10-K for the year ended December 31, 1996,
filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act");
(b) Current Reports on Form 8-K dated January 21, 1997 and April 15,
1997, filed pursuant to Section 13 of the Exchange Act;
(c) the description of Citicorp Common Stock contaned in a
Registration Statement on Form 10, File No. 1-05738, filed pursuant to
Section 12 of the Exchange Act on August 23, 1968, including any amendments
thereto filed for the purpose of updating such description.
All documents subsequently filed by Citicorp pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment that indicates that all Citicorp Common Stock offered has been sold or
which deregisters all Common Stock that has not been sold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock covered hereby has been passed upon for
Citicorp by Stephen E. Dietz, as an Associate General Counsel of Citibank, N.A.
Mr. Dietz beneficially owns or has the right to acquire a number of shares of
common stock of Citicorp equal to less than .01% of the outstanding common stock
of Citicorp, and he may participate in the Citicorp 1997 Stock Incentive Plan
(the "Plan").
3
<PAGE>
Item 6. 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 a party
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 and 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.
The Restated Certificate of Incorporation, as amended, of the registrant
provides, in effect, that, to the extent and under the circumstances permitted
by subsections (a) and (b) of Section 145, the registrant (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 the registrant against expenses
(including attorneys' fees), 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 the registrant and is or was serving at the request of the
registrant 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 the registrant 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 the
4
<PAGE>
registrant. In addition, as permitted bySection 145 of the General
Corporation Law of the State of Delaware, the registrant maintains liability
insurance covering directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 - Opinion and consent of Stephen E. Dietz, Associate General Counsel
of Citibank, N.A.
23.1 - Consent of KPMG Peat Marwick LLP.
23.2 - Consent of Stephen E. Dietz, Associate General Counsel of Citibank,
N.A. (included as part of Exhibit 5).
24 - Powers of Attorney of Messrs. Reed, Calloway, Collins, Derr, Deutch,
Mark, Parsons, Rhodes, Ruding, Shapiro, Shrontz, Thomas and Woolard
and Ms. Ridgway as Directors and/or officers of Citicorp.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(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; 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 clauses (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
clauses 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 in the registration statement.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each 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
<PAGE>
The Plan is not regarded as an "employee benefit plan" under Section 3(3)
of the Employee Retirement Income Security Act of 1974 ("ERISA") and,
accordingly, is not subject to the requirements of ERISA.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is,therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Citicorp
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 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 April 25, 1997.
CITICORP
By /s/ Martin A. Waters
-----------------------
Martin A. Waters
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on April 25, 1997 by the following
persons in the capacities indicated.
Signature Capacity
--------- --------
* Chairman and a Director of Citicorp
- ----------------------------- (Principal Executive Officer)
John S. Reed
Executive Vice President
/s/ Victor J. Menezes (Chief Financial Officer)
- -----------------------------
Victor J. Menezes
Executive Vice President
/s/ Thomas E. Jones (Principal Financial Officer)(a)
- -----------------------------
Thomas E. Jones
* Director
- -----------------------------
D. Wayne Calloway
* Director
- -----------------------------
Paul J. Collins
* Director
- -----------------------------
Kenneth T. Derr
* Director
- -----------------------------
John M. Deutch
(a) Responsible for financial control, tax, accounting and reporting.
7
<PAGE>
Signature Capacity
--------- --------
* Director
- -----------------------------
Reuben Mark
* Director
- -----------------------------
Richard D. Parsons
* Director
- -----------------------------
William R. Rhodes
* Director
- -----------------------------
Rozanne L. Ridgway
* Director
- -----------------------------
H. Onno Ruding
* Director
- -----------------------------
Robert B. Shapiro
* Director
- -----------------------------
Frank A. Shrontz
* Director
- -----------------------------
Franklin A. Thomas
* Director
- -----------------------------
Edgar S. Woolard, Jr.
* Martin A. Waters by signing his name hereto, does sign this document on behalf
of each person indicated above pursuant to a power of attorney duly executed by
such person and filed with the Securities and Exchange Commission.
By /s/ Martin A. Waters
-----------------------
Martin A. Waters
Attorney-in-Fact
8
April 25, 1997
Citicorp
399 Park Avenue
New York, New York 10043
Ladies and Gentlemen:
This opinion is provided to you by the undersigned, as an Associate General
Counsel of Citibank, N.A. I have acted as counsel to Citicorp in connection with
the Registration Statement on Form S-8 (the "Registration Statement") to be
filed by Citicorp with the Securities and Exchange Commission on the date hereof
for the purpose of registering under the Securities Act of 1933, as amended (the
"Act"), an aggregate of 30,423,022 shares of Common Stock, par value $1.00 per
share (the "Common Stock") of Citicorp, including shares previously registered
under Citicorp's Registration Statement on Form S-8, File No. 33-52601, to be
issued pursuant to the Citicorp 1997 Stock Incentive Plan (the "Plan"). In
connection therewith I have examined such corporate records, certificates and
other documents and reviewed such questions of law as I have considered
necessary or appropriate for the purpose of this opinion.
On the basis of such examination and review, I advise you that, in my opinion,
when the Registration Statement has become effective under the Act and the
shares of Common Stock have been duly issued and sold in the manner contemplated
by the Registration Statement and the Plan, such shares will be validly issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Stephen E. Dietz
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, the 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, to
the Registration Statement on Form S-8 relating to the Citicorp 1997 Stock
Incentive Plan, and to the reference to our firm under the heading "Experts" in
the Registration Statement. Our report with respect to these consolidated
financial statements, which contains an added explanatory paragraph, is included
in the 1996 Citicorp Annual Report and Form 10-K.
/s/ KPMG Peat Marwick LLP
April 25, 1997
EXHIBIT 24
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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand.
Dated: April 25, 1997.
/s/ John S. Reed
--------------------------------
Name: John S. Reed
Title: Chairman and Director
<PAGE>
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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand.
Dated: April 25, 1997.
/s/ D. Wayne Calloway
--------------------------------
Name: D. Wayne Calloway
Title: Director
<PAGE>
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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand.
Dated: April 25, 1997.
/s/ Paul J. Collins
--------------------------------
Name: Paul J. Collins
Title: Vice Chairman and Director
<PAGE>
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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand.
Dated: April 25, 1997.
/s/ Kenneth T. Derr
--------------------------------
Name: Kenneth T. Derr
Title: Director
<PAGE>
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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand.
Dated: April 25, 1997.
/s/ John M. Deutch
--------------------------------
Name: John M. Deutch
Title: Director
<PAGE>
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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand.
Dated: April 25, 1997.
/s/ Reuben Mark
--------------------------------
Name: Reuben Mark
Title: Director
<PAGE>
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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand.
Dated: April 25, 1997.
/s/ Richard D. Parsons
--------------------------------
Name: Richard D. Parsons
Title: Director
<PAGE>
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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand.
Dated: April 25, 1997.
/s/ William R. Rhodes
--------------------------------
Name: William R. Rhodes
Title: Vice Chairman and Director
<PAGE>
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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand.
Dated: April 25, 1997.
/s/ H. Onno Ruding
--------------------------------
Name: H. Onno Ruding
Title: Vice Chairman and Director
<PAGE>
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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand.
Dated: April 25, 1997.
/s/ Robert B. Shapiro
--------------------------------
Name: Robert B. Shapiro
Title: Director
<PAGE>
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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand.
Dated: April 25, 1997.
/s/ Frank A. Shrontz
--------------------------------
Name: Frank A. Shrontz
Title: Director
<PAGE>
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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand.
Dated: April 25, 1997.
/s/Franklin A. Thomas
--------------------------------
Name: Franklin A. Thomas
Title: Director
<PAGE>
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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand.
Dated: April 25, 1997.
/s/ Edgar S. Woolard, Jr.
--------------------------------
Name: Edgar S. Woolard, Jr.
Title: Director
<PAGE>
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 her 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 her 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.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand.
Dated: April 25, 1997.
/s/ Rozanne L. Ridgway
--------------------------------
Name: Rozanne L. Ridgway
Title: Director
