Filed pursuant to
Rule 424(b)(2)
Registration No. 333-32065
CITICORP
U.S. $7,000,000,000
Global Medium-Term Senior Notes, Series D
U.S. $2,000,000,000
Global Medium-Term Subordinated Notes, Series D
Due From 9 Months to 60 Years From Date of Issue
Pricing Supplement, dated September 10, 1997 (the "Pricing Supplement")
to Prospectus Supplement, dated August 27, 1997 (the "Prospectus Supplement");
to Prospectus, dated August 27, 1997 (the "Base Prospectus" and collectively
with the Pricing Supplement and the Prospectus Supplement, the "Prospectus")
Description of Notes
The description of the LISBOR Escudo Notes set forth in this Pricing
Supplement supplements the description of general terms and provisions of
Citicorp's Global Medium-Term Senior Notes, Series D, set forth in the
accompanying Prospectus and Prospectus Supplement. To the extent any statement
herein differs from a statement made in such accompanying Prospectus or
Prospectus Supplement, such statement shall modify or supersede the statement
made in such Prospectus or Prospectus Supplement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the accompanying Prospectus or Prospectus Supplement. For a
description of certain risks associated with the LISBOR Escudo Notes, see
"FOREIGN CURRENCY RISKS" in the accompanying Prospectus Supplement.
SUMMARY OF TERMS:
Title of Notes: LISBOR Subordinated Floating Rate Notes Due
September 28, 2007 (the "LISBOR Escudo Notes").
Aggregate
Principal Amount: PTE 7,500,000,000.00.
Specified Currency: Portuguese Escudo.
Issue Date: September 29, 1997.
Stated Maturity Date: September 28, 2007.
Interest Rate Index: Six Month LISBOR.
Spread: Plus 40.0 basis points.
Initial Interest Rate: Six Month LISBOR plus 0.40%, as determined on the
second Market Day preceding the Issue Date.
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Interest Rate: For each Interest Period, Six Month LISBOR plus
0.40%, as determined on the related LISBOR Interest
Determination Date, or in the case of the Initial
Interest Rate, the second Market Day preceding the
Issue Date, subject to a maximum rate of 9.00% per
annum. Interest shall be computed by dividing the
interest rate applicable to each day during an
Interest Period by 365 (or the actual number of days
in the year).
Interest Commencement Date: September 29, 1997.
Interest Payment Dates: Semi-annually, on the 30th day of each March and
September, commencing March 30, 1997, and at Stated
Maturity, provided that if an Interest Payment Date
is not a Business Day in New York, New York, London,
United Kingdom and Lisbon, Portugal, then payment
of interest will not be made on such date, but will
be made on the next succeeding day which is a
Business Day in New York, New York, London, United
Kingdom and Lisbon, Portugal with the same force
and effect as if made on the Interest Payment Date
and no interest shall accrue on the amount so
payable for the period from and after such Interest
Payment Date.
Interest Period: Semi-annually.
Interest Reset Dates: The 29th day of each March and September.
LISBOR Interest
Determination Dates: Pertaining to an Interest Reset Date, the second
Market Day preceding such related Interest Reset
Date.
Index Maturity: Six Months.
LISBOR Screen Reference: Reuters Page LBOA (as described below).
Calculation Dates: The related LISBOR Interest Determination Date.
Form and Denominations: The LISBOR Escudo Notes will initially be issued in
the form of one or more temporary global Notes,
which will be exchanged 45 days after the Settlement
Date, upon written certification as described in
this Pricing Supplement and in the Prospectus
Supplement, for one or more permanent global Notes.
Interests in the permanent global Notes will
thereafter be exchangeable at the option of the
beneficial owner, on the terms and conditions
described in this Pricing Supplement and in the
Prospectus Supplement, for definitive Notes in
bearer form in denominations of PTE 1,000,000,
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PTE 10,000,000 and PTE 100,000,000. Citicorp shall
bear the expense of producing Notes in bearer form
to be issued pursuant to an exchange as described
above. See "Global Notes" herein and "DESCRIPTION OF
NOTES--Form and Denominations" in the Prospectus
Supplement.
Early Redemption: The LISBOR Escudo Notes are not subject to
redemption.
Sinking Fund: The LISBOR Escudo Notes are not subject to any
sinking fund.
Exchange Listing: The LISBOR Escudo Notes will be listed on the
Luxembourg Stock Exchange at the expense of the
Issuer.
Calculation Agent: Citibank, N.A.
Selling Agent: Citibank International plc.
Commission: 0.200%
Price to Public: 100.00%.
Clearance Information: The LISBOR Escudo Notes have been accepted for
clearance through Euroclear and Cedel.
In this Pricing Supplement references to "Escudo" and "PTE" are to
Portuguese Escudo. At approximately 8:00 a.m. Lisbon time on September 10, 1997,
the bid quotation from Citibank, N.A., Lisbon branch was PTE 183.503 per United
States dollar.
* * * * *
LISBOR Reference Screen
LISBOR means that the rate for an Interest Reset Date will be the
interbank offered rate as displayed on Reuters Screen Page "LBOA" for deposits
in Portuguese Escudo for a period of the Index Maturity as of 11:00 a.m. Lisbon
time, on the day that is two Lisbon Banking Days preceding the Interest Reset
Date. If such rate does not appear on Reuters Screen Page "LBOA" the rate for
that Interest Reset Date will be determined as if the parties had specified
"PTE-LBOA Reference Banks" as the applicable Index.
PTE-LBOA-Reference Banks means that the rate for an Interest Reset Date
will be determined on the basis of the rates at which deposits in Portuguese
Escudo are offered by the Reference Banks at approximately 11:00 a.m., Lisbon
time on the day
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that is two Lisbon Business Days preceding that Interest Reset Date to prime
banks in the Lisbon interbank market for the period of the Index Maturity
commencing on that Index Reset Date and in a Representative Amount. The
Calculation Agent will request the principal Lisbon office of each of the
Reference Banks to provide a quotation of its rate. If at least two quotations
are provided, the rate for that Interest Reset Date quotations are provided as
requested, the rate for that Interest Reset Date will be the arithmetic means of
the rates quoted by the major banks in Lisbon, selected by the Calculation
Agent, at approximately 11:00 a.m., Lisbon time, on that Interest Reset Date for
loans in Portuguese Escudo to leading European banks for a period of the Index
Maturity commencing on that Interest Reset Date and in a Representative Amount.
Reference Banks shall mean 4 major banks in the Lisbon interbank
market. Representative Amount shall mean an amount not less than PTE 1,000,000.
Payment and Paying Agents
Generally, the principal of and interest on the LISBOR Escudo Notes
will be payable in the manner specified in the accompanying Prospectus under the
heading "DESCRIPTION OF NOTES -- Payment and Paying Agents" and the accompanying
Prospectus Supplement under the headings "DESCRIPTION OF NOTES -- Payment and
Paying Agents" and "SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES --
Payment".
In addition to Citibank, acting through its principal office in London,
England, and Citibank (Luxembourg) S.A., acting through its principal office in
Luxembourg, Citicorp has designated Citibank, acting through its main office in
Lisbon, Portugal as Paying Agent for the LISBOR Escudo Notes outside the United
States. Citicorp will, as long as any LISBOR Escudo Notes remain outstanding,
maintain a paying agency in Lisbon. In addition to London and Luxembourg, Lisbon
will constitute a Place of Payment with respect to the Notes.
The principal of and interest on the LISBOR Escudo Notes will be
payable in Escudos. Payments will be made by Escudo check or Escudo bank draft
on a bank (in the case of payment to a nonresident of Portugal, an authorized
foreign exchange bank) in Lisbon, Portugal or by transfer in same day funds to
an Escudo account (in the case of payment to a nonresident of Portugal, to a
nonresident account) maintained by the payee with a bank in Lisbon, Portugal,
subject in each case to all applicable laws and regulations.
Selling Restrictions
The LISBOR Escudo Notes have not and will not be registered under the
Portuguese Securities Code as a public offering. The Selling Agent has
represented and agreed that it has not offered and will not offer any notes by
way of a public offering within the Portuguese market, such concept meaning an
unsolicited request for applications for the subscription of notes addressed to
non-pre-determined and non-pre-defined investors or by using any public
advertisement means.
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