AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1998
REGISTRATION NO. 333-21143
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CITICORP DELAWARE 06-1515595
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
CITICORP CAPITAL X DELAWARE 52-6839459
CITICORP CAPITAL XI DELAWARE 52-6839460
CITICORP CAPITAL XII DELAWARE 52-6839461
CITICORP CAPITAL XIII DELAWARE 52-6839462
CITICORP CAPITAL XIV DELAWARE 52-6839463
(Exact name of issuer as (State or other (I.R.S. Employer
specified in its charter) jurisdiction of Identification No.)
incorporation or
organization)
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)
Stephanie B. Mudick
General Counsel--Corporate Law
Citigroup Inc.
153 East 53rd Street
New York, New York 10043
(212) 793-7855
(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|
<PAGE>
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|
This Post-Effective Amendment No. 1 to Form S-3 Registration Statement also
constitutes a post-effective amendment to each of the following Form S-3
Registration Statements: File Nos. 33-33238, 33-64574 and 33-59751. Such
post-effective amendments 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 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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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
<PAGE>
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.
The Certificate of Incorporation 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 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)
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<PAGE>
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)
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(w) -- Form of Underwriting Agreement -- Trust Capital Securities
(17)
3(i) -- Certificate of Incorporation of Citicorp.
3(ii) -- By-Laws of Citicorp.
4(a) -- Senior Indenture between Citicorp and United States Trust
Company of New York, as Trustee. (4)
4(b)(i) -- First Supplemental Indenture to Senior Indenture between
Citicorp and United States Trust Company of New York, as
Trustee. (5)
4(b)(ii) -- Second Supplemental Indenture to Senior Indenture between
Citicorp and United States Trust Company of New York, as
Trustee.
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. (11)
4(e)(i) -- First Supplemental Indenture to Subordinated Indenture between
Citicorp and The Chase Manhattan Bank, as Trustee. (12)
4(e)(ii) -- Second Supplemental Indenture to Subordinated Indenture
between Citicorp and The Chase Manhattan Bank, as Trustee.
(16 )
4(e)(iii)-- Third Supplemental Indenture to Subordinated Indenture
between Citicorp and The Chase Manhattan Bank, as Trustee.
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)(i) -- First Supplemental Indenture to Subordinated Capital Notes
Indenture between Citicorp and The Chase Manhattan Bank
(formerly known as Chemical Bank), as Trustee. (13)
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<PAGE>
4(h)(ii) -- Second Supplemental Indenture to Subordinated Capital Notes
Indenture between Citicorp and The Chase Manhattan Bank
(formerly known as Chemical Bank), as Trustee.
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). (14)
4(r) -- Form of global Currency Warrant (included in Exhibit 4(h)
at pages A-1 to A-5). (14)
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 Preferred Stock Warrant Agreement (with definitive
and Preferred Stock Warrant). (15)
4(w) -- Form of Preferred Stock Warrant (included in Exhibit 4(v)
at pages 14 to 19). (15)
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.) (18)
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.) (18)
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 IV. (18)
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 V. (18)
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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 VI. (18)
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 VII. (18)
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 VIII.(18)
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 IX. (18)
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 X. (21)
4(z)(viii)--Form of Amended and Restated Declaration of Trust to be used
in connection with the issuance of Capital Securities by
Citicorp Capital XI.
(21)
4(z)(ix)-- Form of Amended and Restated Declaration of Trust to be
used in connection with the issuance of Capital Securities
by Citicorp Capital XII. (21)
4(z)(x)-- Form of Amended and Restated Declaration of Trust to be used
in connection with the issuance of Capital Securities by
Citicorp Capital XIII.(21)
4(z)(xi)-- Form of Amended and Restated Declaration of Trust to be
used in connection with the issuance of Capital Securities
by Citicorp Capital XIV. (21)
4(aa) -- Junior Subordinated Indenture between Citicorp and
Wilmington Trust Company, as Trustee. (18)
4(bb)(i)-- Form of Supplemental Indenture to be used in connection
with the issuance of Junior Subordinated Debt Securities
and Capital Securities. (17)
4(bb)(ii)-- Fourth Supplemental Indenture to Indenture between Citicorp
and Wilmington Trust Company, as Trustee.
4(cc)(i)-- Form of Capital Security of Citicorp Capital IV. (included
as part of Exhibit 4(z)(i)).
4(cc)(ii)-- Form of Capital Security of Citicorp Capital V. (included
as part of Exhibit 4(z)(ii)).
4(cc)(iii)--Form of Capital Security of Citicorp Capital VI. (included as
part of Exhibit 4(z)(iii)).
4(cc)(iv)-- Form of Capital Security of Citicorp Capital VII. (included
as part of Exhibit 4(z)(iv)).
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<PAGE>
4(cc)(v)-- Form of Capital Security of Citicorp Capital VIII.
(included as part of Exhibit 4(z)(v)).
4(cc)(vi)-- Form of Capital Security of Citicorp Capital IX. (included
as part of Exhibit 4(z)(vi)).
4(cc)(vii)--Form of Capital Security of Citicorp Capital X. (included as
part of Exhibit 4(z)(vii)).
4(cc)(viii)--Form of Capital Security of Citicorp Capital XI. (included as
part of Exhibit 4(z)(viii)).
4(cc)(ix)-- Form of Capital Security of Citicorp Capital XII. (included
as part of Exhibit 4(z)(ix)).
4(cc)(x)-- Form of Capital Security of Citicorp Capital XIII.
(included as part of Exhibit 4(z)(x)).
4(cc)(xi)-- Form of Capital Security of Citicorp Capital XIV. (included
as part of Exhibit 4(z)(xi)).
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 IV. (18)
4(ee)(ii)-- Form of Guarantee with respect to Capital Securities of
Citicorp Capital V. (18)
4(ee)(iii)--Form of Guarantee with respect to Capital Securities of
Citicorp Capital VI.(18)
4(ee)(iv)-- Form of Guarantee with respect to Capital Securities of
Citicorp Capital VII. (18)
4(ee)(v)-- Form of Guarantee with respect to Capital Securities of
Citicorp Capital VIII. (18)
4(ee)(vi)-- Form of Guarantee with respect to Capital Securities of
Citicorp Capital IX. (18)
4(ee)(vii)--Form of Guarantee with respect to Capital Securities of
Citicorp Capital X. (21)
4(ee)(viii)--Form of Guarantee with respect to Capital Securities of
Citicorp Capital XI.(21)
4(ee)(ix)-- Form of Guarantee with respect to Capital Securities of
Citicorp Capital XII. (21)
4(ee)(x)-- Form of Guarantee with respect to Capital Securities of
Citicorp Capital XIII.(21)
4(ee)(xi)-- Form of Guarantee with respect to Capital Securities of
Citicorp Capital XIV.(21)
5(a) -- Opinion and consent of Stephen E. Dietz, Associate General
Counsel of Citibank, N.A. (21)
5(b) -- Opinion and consent of Morris, Nichols, Arsht & Tunnell.
(21)
II-6
<PAGE>
12(a) -- Citicorp and Subsidiaries--Calculation of Ratio of Income
to Fixed Charges. (20)
23(a)(i)-- Consent of KPMG Peat Marwick LLP. (21)
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)).
24 -- Powers of Attorney.
25(a) -- Statement of Eligibility of Wilmington Trust Company, as
Trustee with respect to Junior Subordinated Debt Securities of
Citicorp.(19)
25(b) -- Statement of Eligibility of Wilmington Trust Company, as
Property Trustee under the Amended and Restated Declaration
of Trust of Citicorp Capital IV. (19)
25(c) -- Statement of Eligibility of Wilmington Trust Company, as
Property Trustee under the Amended and Restated Declaration
of Trust of Citicorp Capital V. (19)
25(d) -- Statement of Eligibility of Wilmington Trust Company, as
Property Trustee under the Amended and Restated Declaration
of Trust of Citicorp Capital VI. (19)
25(e) -- Statement of Eligibility of Wilmington Trust Company, as
Property Trustee under the Amended and Restated Declaration
of Trust of Citicorp Capital VII.(19)
25(f) -- Statement of Eligibility of Wilmington Trust Company, as
Property Trustee under the Amended and Restated Declaration
of Trust of Citicorp Capital VIII. (19)
25(g) -- Statement of Eligibility of Wilmington Trust Company, as
Property Trustee under the Amended and Restated Declaration
of Trust of Citicorp Capital IX. (19)
25(h) -- 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. (19)
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 V. (19)
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 VI. (19)
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 VII. (19)
II-7
<PAGE>
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 VIII. (19)
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 IX. (19)
25(n) -- Statement of Eligibility of Wilmington Trust Company, as
Property Trustee under the Amended and Restated Declaration
of Trust of Citicorp Capital X. (21)
25(o) -- Statement of Eligibility of Wilmington Trust Company, as
Property Trustee under the Amended and Restated Declaration
of Trust of Citicorp Capital XI.(21)
25(p) -- Statement of Eligibility of Wilmington Trust Company, as
Property Trustee under the Amended and Restated Declaration
of Trust of Citicorp Capital XII. (21)
25(q) -- Statement of Eligibility of Wilmington Trust Company, as
Property Trustee under the Amended and Restated Declaration
of Trust of Citicorp Capital XIII.(21)
25(s) -- Statement of Eligibility of Wilmington Trust Company, as
Property Trustee under the Amended and Restated Declaration
of Trust of Citicorp Capital XIV.(21)
25(t) -- 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 X.(21)
25(u) -- 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 XI.(21)
25(v) -- 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 XII.(21)
25(w) -- 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 XIII.(21)
25(x) -- 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 XIV.(21)
25(y) -- Statement of Eligibility of United States Trust Company of
New York with respect to Senior Notes of Citicorp.(19)
25(z) -- Statement of Eligibility of The Chase Manhattan Bank with
respect to Subordinated Notes of Citicorp.(19)
II-8
<PAGE>
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(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 Financial Review and Form
10-Q filed on August 14, 1991 (Commission File Number 1-5738).
(12) Incorporated herein by reference to Citicorp's Current Report on Form 8-K
filed on November 22, 1992 (Commission File Number 1-5738).
(13) Incorporated herein by reference to Citicorp's Current Report on Form 8-K
filed on April 17, 1987 (Commission File Number 1-5738).
(14) Incorporated herein by reference to Citicorp's Registration Statement on
Form S-3, File No. 33-42378.
(15) Incorporated herein by reference to Citicorp's Registration Statement on
Form S-3, File No. 33-64574.
(16) Incorporated herein by reference to Citicorp's Current Report on Form 8-K,
dated January 20, 1998 (Commission File Number 1-5738).
(17) Incorporated herein by reference to Citicorp's and the Trusts'
Registration Statement on Form S-3, File No. 333-14971.
(18) Incorporated herein by reference to Citicorp's and the Trusts'
Registration Statement on Form S-3, File No. 333-20803.
(19) Incorporated herein by reference to Citicorp and the Trusts' Registration
Statement on Form S-3, File No. 333-32065.
(20) Incorporated herein by reference to Citicorp's Financial Review and Form
10-Q filed on August 13, 1998.
(21) Previously filed.
II-9
<PAGE>
Item 17. Undertakings.
The undersigned registrants hereby undertake:
(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)
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<PAGE>
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-11
<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
Post-Effective Amendment to Registration Statement on Form S-3 to be signed on
its behalf by the undersigned, thereunto duly authorized, in The City of New
York, State of New York, on October 8, 1998.
CITICORP
By /s/ Peter Gallant
______________________
Peter Gallant
Vice President
CITICORP CAPITAL IV
CITICORP CAPITAL V
CITICORP CAPITAL VI
CITICORP CAPITAL VII
CITICORP CAPITAL VIII
CITICORP CAPITAL IX
CITICORP CAPITAL X
CITICORP CAPITAL XI
CITICORP CAPITAL XII
CITICORP CAPITAL XIII
CITICORP CAPITAL XIV
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 Post-Effective
Amendment to Registration Statement on Form S-3 has been signed below on October
8, 1998 by the following persons in the capacities with Citicorp indicated
below.
Signature Capacity
--------- --------
*
-----------------
John S. Reed Chairman and Director
(Principal Executive Officer)
*
-----------------
Victor J. Menezes Director
<PAGE>
Signature Capacity
--------- --------
-------------------
Paul J. Collins Director
*
------------------- Director
Robert I. Lipp
*
------------------- Director
William R. Rhodes
*
------------------- Director
H. Onno Ruding
/s/ Heidi G. Miller
------------------- Principal Financial
Heidi G. Miller Officer
/s/ Roger W. Trupin
------------------- Principal Accounting
Roger W. Trupin Officer
*By /s/ Peter Gallant
-----------------
Peter Gallant
Attorney-in-Fact
Exhibit 3(i)
CERTIFICATE OF INCORPORATION
OF
CITICORP
--------------------
FIRST. The name of the Corporation is Citicorp.
SECOND. The address of its registered office in the State of Delaware is
1209 Orange Street, in the City of Wilmington, County of New Castle. The name of
its registered agent as such address is The Corporation Trust Company.
THIRD. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
FOURTH. (A) The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is 11,000 shares, of which
1,000 shares shall be shares of Preferred Stock, par value $1.00 per share
("Preferred Stock") and 10,000 shares shall be shares of Common Stock, par value
$.01 per share ("Common Stock").
(B) The Board of Directors is expressly authorized at any time, and from
time to time, to provide for the issuance of shares of Preferred Stock in one or
more series, with such voting powers, full or limited, or without voting powers
and with such designations, preferences and 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.
FIFTH. The by-laws may be made, altered, amended or replaced by the Board
of Directors. The books of the Corporation (subject to the provisions of the
laws of the State of Delaware) may be kept outside of the State of Delaware at
such places as from time to time may be designated by the Board of Directors.
SIXTH. (A) The Corporation shall 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 or she is or was a director or officer of the
Corporation, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she 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 or her conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not,
<PAGE>
of itself, create a presumption that the person did not act in good faith and in
a manner which he or she reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.
(B) The Corporation shall 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 he or she is or was a director or officer of the
Corporation, against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall 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 of the State of Delaware 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 of
Chancery of the State of Delaware or such other court shall deem proper.
(C) The Corporation may indemnify any person who is or was an 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 to the extent and under the
circumstances provided by paragraphs A and B of this Article SIXTH with respect
to a person who is or was a director or officer of the Corporation.
(D) Any indemnification under paragraphs A and B of this Article SIXTH
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director
or officer is proper in the circumstances because he or she has met the
applicable standard of conduct set forth therein. Such determination shall be
made (a) by the Board of Directors by a majority vote of directors who were not
parties to such action, suit or proceeding, even if less than a quorum, or by a
committee of one or more disinterested directors designated by the Board of
Directors by a majority vote of disinterested directors (even if less than a
quorum), (b) if a majority of disinterested directors or of such a committee so
directs, by independent legal counsel in a written opinion, or (c) by the
stockholders.
(E) Expenses incurred in defending a civil or criminal action, suit or
proceeding shall (with respect to directors and officers) and may (with respect
to employees and agents) be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the Corporation as authorized in this Article SIXTH.
<PAGE>
(F) The indemnification provided by this Article SIXTH shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any statute, by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(G) By action of its Board of Directors, notwithstanding any interest of
the directors in the action, the Corporation may purchase and maintain
insurance, in such amounts as the Board of Directors deems appropriate, on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or of any corporation a majority of the voting stock of which is
owned by 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 any liability asserted against
and incurred by him or her in any such capacity, or arising out of his or her
status as such, whether or not the Corporation would have the power or would be
required to indemnify him or her against such liability under the provisions of
this Article SIXTH or of the General Corporation Law of the State of Delaware.
(H) A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the Delaware General Corporation Law
as the same exists or may hereafter be amended. Any repeal or modification of
the foregoing provision by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.
SEVENTH. Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken for or in connection with any corporate action
by any provision of the Delaware General Corporation Law, the meeting and vote
of stockholders may be dispensed with if such action is taken with the written
consent of the holders of not less than a majority of all the stock entitled to
be voted upon such action if a meeting were held; provided that in no case shall
the written consent be by the holders of stock having less than the minimum
percentage of the vote required by statute for such action, and provided that
prompt notice is given to all stockholders of the taking of corporate action
without a meeting and by less than unanimous written consent. Election of
directors need not be by ballot.
EIGHTH. The Corporation reserves that right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute.
Exhibit 3(ii)
BY-LAWS
OF
CITICORP
--------
ARTICLE I
OFFICES
Section 1. Principal Office. The principal office and place of business of
Citicorp shall be 399 Park Avenue in the City and State of New York.
Section 2. Other Offices. Citicorp may establish or discontinue, from time
to time, such other offices and places of business as may be deemed proper for
the conduct of Citicorp's business.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of stockholders shall be
held on the third Tuesday in April of each year, or if that day be a legal
holiday, on the next succeeding day not a legal holiday, or such other date as
may be fixed by resolution of the Board of Directors, for the election of
directors and the transaction of such other business as may properly come before
the meeting.
Section 2. Special Meetings. Special meetings of the stockholders may be
called at any time by the Board of Directors and shall be called by the
Secretary upon the written request, stating the purpose or purposes of any such
meeting, of the holders of common stock who hold of record collectively at least
one-third of the outstanding shares of common stock. Unless limited by law, the
Certificate of Incorporation, the By-Laws, or by the terms of the notice
thereof, any and all business may be transacted at any special meeting of
stockholders.
Section 3. Place of Meetings. Each meeting of stockholders shall be held
at such place either within or outside the State of Delaware as may be
designated by the Board of Directors for a particular meeting prior to the time
when notice thereof is given to the stockholders entitled to vote thereat.
Section 4. Notice of Meetings. Except as otherwise provided or permitted
by law, the Certificate of Incorporation, or the By-Laws, notice of each meeting
of stockholders shall be given to each stockholder of record entitled to vote
thereat either by delivering such notice to him personally or by mailing the
same to him. If mailed, the
<PAGE>
notice shall be directed to the stockholder in a postage-prepaid envelope at his
address as it appears on the records of Citicorp unless, prior to the time of
mailing, he shall have filed with the Secretary a written request that notices
intended for him be mailed to some other address, in which case it shall be
mailed to the address designated in such request. Notice of each meeting of
stockholders shall state the place, date and hour of the meeting, and if for a
special meeting the purpose or purposes for which the meeting is called, and
shall be given not less than ten nor more than fifty days before the date of the
meeting.
Section 5. Organization. The Chairman shall act as such chairman at all
meetings of stockholders, shall call all meetings of stockholders to order and
preside thereat. In the absence of the Chairman, the President shall act as such
chairman and, in the absence of the Chairman and the President, the Vice
Chairman, or if there be more than one Vice Chairman present, the one of them
first appointed to such office shall act as such chairman. The Board of
Directors may designate an alternate chairman for any meeting of stockholders,
and if the Chairman, the President and such Vice Chairman are absent from a
meeting and such an alternate chairman has been designated therefor, he shall
act as chairman of the meeting. In the absence of the Chairman, the President,
such Vice Chairman and such an alternate chairman, or if no such alternate
chairman has been designated for a meeting and the Chairman, the President and
such Vice Chairman are absent therefrom, any stockholder or the proxy of any
stockholder entitled to vote at the meeting may call the meeting to order and a
chairman shall be elected, who shall preside thereat. The Secretary of Citicorp
shall act as secretary at all meetings of the stockholders, but in his absence
the chairman of the meeting may appoint any person present to act as secretary
of the meeting.
Section 6. Inspectors of Election. If the Board of Directors shall so
determine, any election of directors by vote by ballot at a meeting of
stockholders shall be conducted by three inspectors of election appointed for
that purpose by the chairman of the meeting, who, before entering upon the
discharge of their duties, shall by duly sworn faithfully to execute the duties
of inspectors of election at such meeting with strict impartiality, and
according to the best of their ability. If any such inspector appointed to act
at any meeting shall not be present or shall fail to act, the chairman of the
meeting shall appoint some other person present to act as inspector in his
place. The inspectors of election at the request of the chairman of the meeting
shall conduct any other vote by ballot taken at such meeting. Inspectors of
election may also be appointed to act at meetings of stockholders at which
directors are not to be elected, and at the request of the chairman of the
meeting shall conduct any vote by ballot at such meeting.
Section 7. Quorum and Adjournment. Except as otherwise provided by law or
by the Certificate of Incorporation, the holders of a majority of the shares of
stock entitled to vote at the meeting shall constitute a quorum at all meetings
of the stockholders. In the absence of a quorum, the holders of a majority of
the shares of stock present in person or by proxy and entitled to vote may
adjourn any meeting, from time to time, until a quorum shall attend. At any such
adjourned meeting at which a quorum may be present, any business may be
transacted which might have been transacted at the meeting as originally called.
<PAGE>
Section 8. Order of Business. The order of business at all meetings of
stockholders shall be as determined by the chairman of the meeting or as is
otherwise determined by the vote of the holders of a majority of the shares of
stock present in person or by proxy and entitled to vote.
Section 9. Vote of Stockholders. Except as otherwise required by law or
the Certificate of Incorporation, all action by stockholders by written consent
in lieu of a meeting. The vote in the election of directors at a meeting of
stockholders shall be by ballot unless the Board of Directors determines
otherwise, and the vote upon any question before a meeting of stockholders shall
be ballot if so directed by the chairman of the meeting. In a vote by ballot
each ballot shall state the number of shares voted and the name of the
stockholder or proxy voting. Except as otherwise required by law or by the
Certificate of Incorporation, directors to be elected at a meeting of
stockholders shall be elected by a plurality of the votes cast at such meeting
by the holders of shares entitled to vote in the election and whenever any
corporate action, other than the election of directors, is to be taken by vote
of the stockholders at a meeting thereof, it shall be authorized by a majority
of the votes cast at such meeting by the holders of stock entitled to vote
thereon.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Number. The number of directors constituting the Board of
Directors of Citicorp shall be such number as is fixed from time to time by
resolution adopted by the Board of Directors or by the stockholders.
Section 2. General Powers. The business, properties and affairs of
Citicorp shall be managed by the Board of Directors, which, without limiting the
generality of the foregoing, shall have power to appoint the officers of
Citicorp, to appoint and direct agents, and to grant general or limited
authority to officers, employees and agents of Citicorp to make, execute and
deliver contracts and other instruments and documents in the name and on behalf
of Citicorp and over its seal, without specific authority in each case. In
addition, the Board of Directors may exercise all the powers of Citicorp and do
all lawful acts and things which are not reserved to the stockholders by law or
the Certificate of Incorporation.
Section 3. Place of Meetings. Meetings of the Board of Directors, whether
regular or special, shall be held at the principal office of Citicorp or such
other place within or without the State of Delaware as may, from time to time,
be fixed by resolution of the Board of Directors, provided that the place so
determined for any meeting may be changed to some other place, in the case of a
regular meeting, by order of the Chairman, the President or any Vice Chairman,
and in the case of a special meeting, by order of the person or persons at whose
request the meeting is called if in either such case the place so changed is
specified in a notice given as provided in Section 6 of this Article III or in a
waiver of notice thereof.
<PAGE>
Section 4. Organization Meeting. A newly elected Board of Directors shall
meet and organize, as soon as practicable, after each annual meeting of
stockholders, at the principal office of Citicorp, without notice of such
meeting, provided a majority of the whole Board of Directors is present. If such
a majority is not present, such organization meeting may be held at any other
time or place which may be specified in a notice given as provided in Section 6
of this Article III for special meetings of the Board of Directors, or in a
waiver of notice thereof. Any business which may properly be transacted by the
Board of Directors may be transacted at any organization meeting thereof.
Section 5. Regular Meetings. The Board of Directors shall meet, without
notice, on the third Tuesday in each month, unless the Board of Directors shall
otherwise determine, at such hour as shall be fixed by the resolution of the
Board of Directors, and if any such Tuesday shall be a legal holiday, the
meeting, unless the Board of Directors shall otherwise determine, shall be held
at the same place where the meeting was to be held, on the next succeeding
business day not a legal holiday, at the hour fixed as aforesaid. Any business
which properly may be transacted by the Board of Directors may be transacted at
any regular meeting thereof.
Section 6. Special Meetings: Notice and Waiver of Notice. Special meetings
of the Board of Directors shall be called by the Secretary on the request of the
Chairman, or in the absence of the Chairman, the President, or in the absence of
the Chairman and the President, any Vice Chairman, or on the request in writing
of any three directors stating the purpose or purposes of such meeting. Notice
of any special meeting, specifying the time and place of such meeting, shall be
in form approved by the Chairman, or in the absence of the Chairman, the
President, or in the absence of the Chairman and the President, such Vice
Chairman, or if the meeting is called pursuant to the request of some other
directors and there shall be a failure to approve the form of notice as
aforesaid, then in form approved by such directors. Notice of special meetings
shall be mailed to each director, addressed to him at his residence or usual
place of business, not later than two days before the day on which the meeting
is to be held, or shall be sent to him at such place by telegraph, or be
delivered personally or by telephone, not later than the day before such day of
meeting. Whenever notice of any meeting of the Board of Directors is required to
be given under any provision of law, the Certificate of Incorporation or the
By-Laws, a written waiver thereof signed by the director entitled to notice,
whether before, at, or after the time of such meeting, shall be deemed
equivalent to notice. Attendance of a director at any meeting of the Board of
Directors shall constitute a waiver of notice of such meeting, except when the
director attends such meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because such
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any meeting of the Board of Directors or any
committee thereof need be specified in any written waiver of notice.
Section 7. Organization. The Chairman shall preside at all meetings of the
Board of Directors and the Executive Committee of the Board of Directors (which
Committee is provided for in Article IV and is hereinafter referred to as the
"Executive Committee"). In the absence of the Chairman, the President or, in the
absence of the
<PAGE>
Chairman and the President, the Vice Chairman, or if there be more than one Vice
Chairman present, the one of them first appointed to such office, shall preside
at all meetings of the Board of Directors and the Executive Committee. In the
absence of the Chairman, the President and such Vice Chairman, a temporary
chairman may be chosen by the members of the Board of Directors or of the
Executive Committee present to preside at a meeting of the Board of Directors or
of the Executive Committee, respectively. The Secretary of Citicorp shall act as
the secretary at all meetings of the Board of Directors and of the Executive
Committee and in his absence a temporary secretary shall be appointed by the
chairman of the meeting.
Section 8. Quorum and Manner of Acting. At every meeting of the Board of
Directors, five members of the Board of Directors shall constitute a quorum;
and, except as otherwise provided by law, or by Section 1 of Article IV, the
vote of a majority of the directors present at any such meeting at which a
quorum is present shall be the act of the Board of Directors. In the absence of
a quorum, a majority of the directors present may adjourn any meeting from time
to time, until a quorum is present. No notice of any adjourned meeting need be
given other than by announcement at the meeting that is being adjourned.
Section 9. Voting. On any question on which the Board of Directors or the
Executive Committee shall vote, the names of those voting and their votes shall
be entered in the minutes of the meeting when any member of the Board of
Directors or the Executive Committee so requests.
Section 10. Resignations. Any director may resign at any time either by
oral tender of resignation at any meeting of the Board of Directors or by such
tender to the Chairman, the President or any Vice Chairman, or by giving written
notice thereof to Citicorp. Any resignation shall be effective immediately
unless a date certain is specified for it to take effect.
ARTICLE IV
EXECUTIVE COMMITTEE
Section 1. Constitution and Powers. There may be an Executive Committee
which shall be constituted as provided in Section 2 of this Article IV. The
Executive Committee shall have and may exercise, when the Board of Directors is
not in session, all the powers and authority of the Board of Directors in the
management of the business and affairs of Citicorp, including the power and
authority to declare dividends and to authorize the issuance of stock and other
securities of Citicorp, and may authorize the seal of Citicorp to be affixed to
all papers which may require it; but the Executive Committee shall not have the
power or authority in reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of
Citicorp's property and assets, recommending to
<PAGE>
the stockholders a dissolution of Citicorp or a revocation of a dissolution, or
amending the By-Laws.
Section 2. Membership; Meetings; Quorum. The Executive Committee shall be
composed of the Chairman, who shall be an ex-officio member (or, in the absence
of a Chairman, the President), and such additional directors not less than
three, appointed by the Board, who shall serve until the next annual
organization meeting of the Board and until their successors are appointed. The
Board may appoint one or more directors who are also officers or employees of
Citicorp, as alternate ex-officio members of the Committee, any of whom may
serve in the absence of the Chairman or the President. Meetings of the Committee
shall be held upon call of the Chairman or the President, or in their absence,
an alternate ex-officio member. A majority of the members of the Committee,
including the Chairman or the President, or in their absence, an alternate
ex-officio member, shall constitute a quorum at any meeting of the Committee,
and the vote of a majority of the members present at any such meeting at which a
quorum is present shall suffice for the transaction of business. Notice of any
meeting shall be given to each director in the manner provided in Section 6 of
Article III for the giving of notice or the waiver thereof of a special meeting
of the Board of Directors.
Section 3. Records. The Executive Committee shall keep minutes of its acts
and proceedings, which shall be submitted at the next regular meeting of the
Board of Directors at which a quorum is present, and any action taken by the
Board of Directors with respect thereto shall be entered in the minutes of the
Board of Directors. All acts done and powers conferred by the Executive
Committee from time to time shall be deemed to be, and may be certified as
being, done or conferred under authority of the Board.
ARTICLE V
OTHER COMMITTEES
Section 1. Other Committees. The Board of Directors may, from time to
time, appoint other committees which shall have such powers and duties as the
Board of Directors may properly determine, and may appoint one of the members of
any such other committee to be its chairman. A majority of the members of such
other committees shall constitute a quorum, unless otherwise specified by the
Board of Directors.
Section 2. Place of Meetings: Notice and Waiver of Notice. Meetings of
committees of the Board of Directors shall be held at the principal office of
Citicorp or at such other places as the committee in question may, from time to
time, determine, subject to the provisions of Section 2 of Article IV with
respect to meetings of the Executive Committee. Meetings of any committee of the
Board of Directors other than the Executive Committee may be called by the
Chairman of such committee or by the Secretary at the request of any other
member thereof. Notice of any meeting of any committee of the Board of Directors
other than the Executive Committee shall be in form approved by the chairman of
such committee, or if the meeting is called pursuant to the request of some
other member of such committee and there is a failure to approve the form of
notice as aforesaid, then in
<PAGE>
the form approved by such member. The provisions of Section 6 of Article III
with respect to the giving and waiver of notice of special meetings of the Board
of Directors shall also apply to all meetings of such other committee.
ARTICLE VI
THE OFFICERS
Section 1. Officers. Citicorp shall have a Chairman or a President or
both, may have one or more Vice Chairmen, one or more Sector Executives, one or
more Senior Executive Vice Presidents, one or more Executive Vice
Presidents/Group Executives/Senior Corporate Officers, a Chairman Credit Policy
Committee, one or more Senior Vice Presidents, and one or more Vice Presidents,
and shall have a Secretary and a Chief Auditor; and such officers shall be
appointed by the Board of Directors which may establish senior officer positions
equivalent to and having duties and powers the same as these officers. The Board
of Directors may also appoint one or more Deputy Chief Auditors, Assistant
Secretaries, and such other officers and agents as in their judgement the
business of Citicorp may require, and any such officers other than Deputy Chief
Auditors may be appointed, subject to the authority of the Board of Directors,
by the Chairman, the President, any Vice Chairman, or any Sector Executive.
Section 2. Term of Office. All officers shall hold office during the
pleasure of and until removed by the Board of Directors, or, in the case of
officers who may be appointed by the Chairman, the President, any Vice Chairman,
or any Sector Executive, until removed by one of them or by the Board of
Directors.
Section 3. Resignations. Any officer may resign at any time, either by
oral tender of resignation to the Chairman, the President, any Vice Chairman, or
any Sector Executive or by giving written notice thereof to Citicorp. Any
resignation shall be effective immediately unless a date certain is specified
for it to take effect.
Section 4. The Chairman. The Chairman shall be the Chief Executive Officer
of Citicorp, and shall have general executive powers as well as the specific
powers conferred by these By-Laws. He shall preside at meetings of the Board of
Directors and the Executive Committee and at meetings of the stockholders.
Section 5. The President. In the absence of a Chairman, the President
shall be the Chief Executive Officer of Citicorp, and shall have general
executive powers as well as the specific powers conferred by these By-Laws. In
the absence of the Chairman, the President shall exercise the powers and duties
of the Chairman related to meetings of the Board of Directors and the Executive
Committee and meetings of the stockholders.
Section 6. The Vice Chairmen. In the absence of the Chairman and the
President and, in the order of their appointment to the office, the Vice
Chairmen shall exercise the powers and duties of the Chairman related to
meetings of the Board of Directors and the Executive Committee and meetings of
the stockholders. The Vice
<PAGE>
Chairmen shall have general executive powers as well as the specific powers
conferred by these By-Laws. Each of them shall also have such powers and duties
as may from time to time be assigned by the Board of Directors, the Chairmen or
the President.
Section 7. The Sector Executives. Each Sector Executive shall have general
executive powers as well as the specific powers conferred by these By-Laws. Each
Sector Executive shall also have such further powers and duties as may from time
to time be assigned to him by the Board of Directors, the Chairman or the
President.
Section 8. The Senior Executive Vice Presidents. Each Senior Executive
Vice President shall have general executive powers as well as the specific
powers conferred by these By-Laws. Each Senior Executive Vice president shall
also have such further powers and duties as may from time to time be assigned to
him by the Board of Directors, the Chairman, the President, or any Vice
Chairman.
Section 9. The Executive Vice Presidents/Group Executives/Senior Corporate
Officers. Each Executive Vice President/Group Executive/Senior Corporate Officer
shall have general executive powers as well as the specific powers conferred by
these By-Laws. Each Executive Vice President/Senior Corporate Officer shall also
have such further powers and duties as may from time to time be assigned to him
by the Board of Directors, the Chairman, the President, or any Vice Chairman.
Each Group Executive shall also have such further powers and duties as may from
time to time be assigned to him by the Board of Directors, the Chairman, the
President, or any Sector Executive.
Section 10. The Chairman Credit Policy Committee. The Board of Directors
may appoint a Chairman Credit Policy Committee who shall have general
responsibilities in connection with the formation and administration of the
credit policies of Citicorp. He shall have general executive powers, as well as
the specific powers conferred by these By-Laws. He shall also have such further
powers and duties as may from time to time be assigned to him by the Board of
Directors, the Chairman or the President.
Section 11. The Senior Vice Presidents. Each Senior Vice President shall
have general executive powers as well as the specific powers conferred by these
By-Laws. Each Senior Vice President shall also have such further powers and
duties as may from time to time be assigned to him by the Board of Directors,
the Chairman, the President, any Vice Chairman, or any Sector Executive.
Section 12. The Vice Presidents. The several Vice Presidents shall perform
such duties and have such powers as may from time to time be assigned to them by
the Board of Directors, the Chairman, the President, any Vice Chairman, or any
Sector Executive.
Section 13. The Secretary. The Secretary shall attend to the giving of
notice of all meetings of stockholders and of the Board of Directors and
committees thereof, as provided in Section 14 of Article II and Section 6 of
Article III, and shall keep minutes of all proceedings at meetings of the
stockholders, of the Board of Directors and of the
<PAGE>
Executive Committee, as well as of all proceedings at all meetings of other
regular committees of the Board of Directors. He shall have charge of the
corporate seal and shall have authority to attest any and all instruments or
writings to which the same may be affixed. He shall have charge of the stock
ledger and shall keep and account for all books, documents, papers and records
of Citicorp, except those for which some other officer or agent is properly
accountable. He shall generally perform all the duties usually appertaining to
the office of Secretary of a corporation. In the absence of the Secretary, such
person as shall be designated by the Chairman, the President or any Vice
Chairman shall perform his duties.
Section 14. The Chief Auditor. The Board of Directors shall appoint a
Chief Auditor who shall be the chief auditing office of Citicorp. He shall
continuously examine the affairs of Citicorp, and shall report to the Board of
Directors. He shall have and may exercise the powers and duties as from time to
time may be conferred upon, or assigned to him by the Board of Directors.
ARTICLE VII
STOCK AND TRANSFERS OF STOCK
Section 1. Stock Certificates. The stock of Citicorp shall be represented
by certificates signed by the Chairman or the President and the Secretary or an
Assistant Secretary. Where any such certificate is countersigned by a Transfer
Agent, other than Citicorp or its employee, or by a Registrar, other than
Citicorp or its employee, any other signature on such certificate may be a
facsimile, engraved, stamped or printed. In case any such officer, Transfer
Agent or Registrar who has signed or whose facsimile signature has been placed
upon any such certificate shall have ceased to be such officer, Transfer Agent
or Registrar before such certificate is issued, it may be issued by Citicorp
with the same effect as if such officer, Transfer Agent or Registrar were such
officer, Transfer Agent or Registrar at the date of its issue. The certificates
representing the stock of Citicorp shall be in such form as shall be approved by
the Board of Directors.
Section 2. Transfer Agents and Registrars. The Board of Directors may, in
its discretion, appoint one or more banks or trust companies in the Borough of
Manhattan, City, County and State of New York, and in such other city or cities
as the Board of Directors may deem advisable, including any banking subsidiaries
of Citicorp, from time to time, to act as Transfer Agents and Registrars of the
stock of Citicorp; and upon such appointments being made, no stock certificate
shall be valid until countersigned by one of such Transfer Agents and registered
by one of such Registrars.
Section 3. Transfers of Stock. Transfers of stock shall be made on the
books of Citicorp only by the person named in the certificate, or by attorney
lawfully constituted in writing, and upon surrender and cancellation of a
certificate or certificates for a like number of shares of the same class of
stock, with duly executed assignment and power of transfer endorsed thereon or
attached hereto, and with such proof of the authenticity of the
<PAGE>
signatures as Citicorp or its agents may reasonably require. No transfer of
stock other than on the records of Citicorp shall affect the right of Citicorp
to pay any dividend upon the stock to the holder of record thereof or to treat
the holder of record as the holder in fact thereof for all purposes, and no
transfer shall be valid, except between the parties thereto, until such transfer
shall have been made upon the records of Citicorp.
Section 4. Lost Certificates. In case any certificate of stock shall be
lost, stolen or destroyed, the Board of Directors, in its discretion, or any
officer or officers or any agent or agents thereunto duly authorized by the
Board of Directors, may authorize the issue of a substitute certificate in place
of the certificate so lost, stolen or destroyed, and may cause or authorize such
substitute certificate to be countersigned by the appropriate Transfer Agent (or
where such duly authorized agent is the Transfer Agent may itself countersign)
and registered by the appropriate Registrar; provided, however, that, in each
such case, the applicant for a substitute certificate shall furnish to Citicorp
and to such of its Transfer Agents and Registrars as may require the same,
evidence to their satisfaction, in their discretion, of the loss, theft or
destruction of such certificate and of the ownership thereof, and also such
security or indemnity as may by them be required.
<PAGE>
ARTICLE VIII
CORPORATE SEAL
Section 1. Seal. The seal of Citicorp shall be in such form as may be
approved, from time to time, by the Board of Directors.
Section 2. Affixing and Attesting. The seal of Citicorp shall be in the
custody of the Secretary, who shall have power to affix it to the proper
corporate instruments and documents, and who shall attest it. In his absence, it
may be affixed and attested by an Assistant Secretary or by any other person or
persons as may be designated by the Board of Directors or the Secretary.
ARTICLE IX
MISCELLANEOUS
Section 1. Fiscal Year. The fiscal year of Citicorp shall be the calendar
year.
Section 2. Signatures on Negotiable Instruments. All bills, notes, checks
or other instruments for the payment of money shall be signed or countersigned
by such officers or agents and in such manner as, from time to time, may be
prescribed by resolution (whether general or special) of the Board of Directors,
or may be prescribed by any officer or officers, or any officer and agent
jointly, thereunto duly authorized by the Board of Directors.
Section 3. Execution of Contracts and Other Instruments. The Chairman, the
President, any Vice Chairman, any Sector Executive, any Senior Executive Vice
President, any Executive Vice President/Group Executive/Senior Corporate
Officer, the Chairman Credit Policy Committee, any Senior Vice President, any
Vice President, the Secretary, and the Chief Auditor, or anyone holding a
position equivalent to the foregoing pursuant to provisions of these By-Laws,
shall each have general authority to execute contracts, bonds, deeds and powers
of attorney in the name of and on behalf of Citicorp. Any contract, bond, deed
or power of attorney may also be executed in the name of and on behalf of
Citicorp by such other officer or such other agent as the Board of Directors may
from time to time direct. The provisions of this Section 3 are supplementary to
any other provisions of these By-Laws.
Section 4. Shares of Other Corporations. The Chairman, the President, any
Vice Chairman, any Sector Executive, any Senior Executive Vice President, any
Executive Vice President/Group Executive/Senior Corporate Officer, the Chairman
Credit Policy Committee, any Senior Vice President, any Vice President, and the
Secretary, or anyone holding a position equivalent to the foregoing pursuant to
provisions of these By-Laws, is each authorized to vote, represent and exercise
on behalf of Citicorp, all rights incident to any and all shares of any other
corporation or corporations standing in the name of Citicorp. The authority
herein granted to said officer to vote or represent on behalf of
<PAGE>
Citicorp any and all shares held by Citicorp in any other corporation or
corporations may be exercised by said officer in person or by any person
authorized so to do by proxy or power of attorney duly executed by said officer.
Notwithstanding the above, however, the Board of Directors, in its discretion,
may designate by resolution the person to vote or represent said shares of other
corporations.
Section 5. References to Article and Section Numbers and to the
Certificate of Incorporation. Whenever in the By-Laws reference is made to an
Article or Section number, such reference is to the number of an Article or
Section of the By-Laws. Whenever in the By-Laws reference is made to the
Certificate of Incorporation, such reference is to the Certificate of
Incorporation of Citicorp, as amended.
Section 6. Reference to Gender. A reference in these By-Laws to one
gender, masculine, feminine, or neuter includes the other two; and the singular
includes the plural and vice versa unless the context otherwise requires.
ARTICLE X
AMENDMENTS
The By-Laws may be altered, amended or repealed, and new By-Laws adopted,
from time to time, by the Board of Directors at any regular or special meeting.
Exhibit 4(b)(ii)
CITICORP
AND
CITI MERGER SUB INC.
TO
UNITED STATES TRUST COMPANY OF
NEW YORK,
as Trustee
----------------
Second Supplemental Indenture
Dated as of October 7, 1998
----------------
Supplemental to Indenture Dated
as of September 1, 1989
<PAGE>
SECOND SUPPLEMENTAL INDENTURE, dated as of October 7, 1998, among
CITICORP, a corporation duly organized and existing under the laws of the State
of Delaware (herein called "Citicorp"), having its principal office at 399 Park
Avenue, New York, New York 10043, CITI MERGER SUB INC., a corporation duly
organized and existing under the laws of the State of Delaware (herein called
"Successor"), and UNITED STATES TRUST COMPANY OF NEW YORK, a corporation duly
organized and existing under the laws of the State of New York, as Trustee
(herein called the "Trustee").
RECITALS
Citicorp has heretofore executed and delivered to the Trustee a certain
indenture, dated as of September 1, 1989 (as heretofore amended, the
"Indenture"), as amended by a First Supplemental Indenture dated as of September
25, 1990, pursuant to which one or more series of unsecured debentures, notes or
other evidences of indebtedness of Citicorp (herein called the "Securities") may
be issued from time to time. All capitalized terms used in this Second
Supplemental Indenture which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.
Citicorp and Travelers Group Inc. ("Travelers") have entered into an
Agreement and Plan of Merger dated as of April 5, 1998, as modified by a certain
letter agreement dated June 8, 1998 among Citicorp, Travelers and Successor (as
modified, the "Merger Agreement") which contemplates the execution and filing of
a Certificate of Merger (the "Certificate of Merger") providing for the merger
(the "Merger") of Citicorp with and into Successor, a wholly-owned subsidiary of
Travelers, with Successor continuing as the surviving corporation in the Merger
and changing its name to "Citicorp" following the Merger.
Section 801 of the Indenture provides, among other things, that Citicorp
shall not merge into any other corporation unless the corporation into which
Citicorp is merged shall expressly assume, by an indenture supplemental to the
Indenture, executed and delivered to the Trustee, in a form satisfactory to the
Trustee, the due and punctual payment of the principal of and any premium and
interest on all the Securities and the performance of every covenant of the
Indenture on the part of Citicorp to be performed or observed.
Section 901(1) of the Indenture provides, among other things, that without
the consent of any holders of Securities or coupons, Citicorp and the Trustee
may enter into an indenture supplemental to the Indenture, in form satisfactory
to the Trustee, for the purpose of evidencing the succession of a successor to
Citicorp and the assumption by a successor of the covenants of Citicorp in the
Indenture and in the Securities.
Citicorp and Successor desire and have requested that the Trustee join in
the execution of this Second Supplemental Indenture for the purpose of
evidencing such succession and assumption by Successor and amending certain
provisions of the Indenture as hereinafter set forth.
<PAGE>
Citicorp has furnished the Trustee with (i) an Opinion of Counsel stating,
among other things, that the execution of this Second Supplemental Indenture is
authorized or permitted by the Indenture and (ii) an Officer's Certificate
stating that all conditions precedent provided for in the Indenture with respect
to this Second Supplemental Indenture have been complied with.
All things necessary to make this Second Supplemental Indenture a valid
agreement of Citicorp, Successor and the Trustee and a valid amendment of and
supplement to the Indenture have been done.
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and intending to be legally bound
hereby, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Securities or of series thereof, as follows:
ARTICLE ONE
REPRESENTATIONS OF CITICORP AND SUCCESSOR
Each of Citicorp and Successor represents and warrants to the Trustee as
follows:
SECTION 1.1. It is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.
SECTION 1.2. The execution, delivery and performance by it of this Second
Supplemental Indenture have been authorized and approved by all necessary
corporate action on its part.
SECTION 1.3. The Merger shall become effective at such time as the
Certificate of Merger is duly filed with the Secretary of State of the State of
Delaware, or at such subsequent date and time as Travelers and Citicorp shall
agree and specify in the Certificate of Merger (the time the Merger becomes
effective being referred to herein as the "Effective Time").
SECTION 1.4. Immediately after giving effect to the Merger, no Event of
Default, and no event which, after notice or lapse of time, or both, would
become an Event of Default, shall have happened and be continuing.
ARTICLE TWO
ASSUMPTIONS AND AGREEMENTS
SECTION 2.1. Effective upon the Effective Time, Successor hereby expressly
assumes the due and punctual payment of the principal of and premium and
interest on all
<PAGE>
the Securities, and the performance of every covenant of the Indenture to be
performed or observed by Citicorp.
SECTION 2.2. Effective upon the Effective Time, Successor shall succeed to
and be substituted for Citicorp under the Indenture, with the same effect as if
Successor had been named as the "Company" therein all in accordance with Section
802 of the Indenture.
SECTION 2.3. Effective upon the Effective Time, Successor hereby confirms
and agrees to all agency appointments made by Citicorp under or with respect to
the Indenture or the Securities and hereby expressly assumes the due and
punctual performance and observance of all the covenants and conditions to be
performed or observed by Citicorp contained in any agency agreement entered into
by Citicorp under or with respect to the Indenture or the Securities.
ARTICLE THREE
AMENDMENTS
SECTION 3.1. Effective Upon the Effective Time, the reference in the first
paragraph of the Indenture to "Citicorp, a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company")"
shall be amended to read "Citicorp (formerly named Citi Merger Sub Inc.), a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company")", and each other reference therein to Citicorp
shall be amended to read "Citicorp (formerly named Citi Merger Sub Inc.)"
SECTION 3.2. Except as amended hereby, the Indenture and the Securities
are in all respects ratified and confirmed and all the terms thereof shall
remain in full force and effect and the Indenture, as so amended by this Second
Supplemental Indenture, shall be read, taken and construed as one and the same
instrument.
ARTICLE FOUR
MISCELLANEOUS
SECTION 4.1. This Second Supplemental Indenture shall become effective
immediately upon its execution and delivery by Citicorp and Successor. Prior to
the Effective Time, Successor may terminate this Second Supplemental Indenture
upon written notice to Citicorp and the Trustee. Successor shall give the
Trustee prompt written notice of the Effective Time.
SECTION 4.2. The Trustee accepts the modification of the Indenture
effected by this Second Supplemental Indenture, but only upon the terms and
conditions set forth in the Indenture. Without limiting the generality of the
foregoing, the Trustee assumes no responsibility for the correctness of the
recitals herein contained, which shall be taken as the statements of Citicorp
and Successor. The Trustee makes no representation and shall
<PAGE>
have no responsibility as to the validity and sufficiency of this Second
Supplemental Indenture or the proper authorization or the due execution hereof
by Successor and Citicorp.
SECTION 4.3. All covenants and agreements in this Second Supplemental
Indenture by Citicorp and Successor shall bind its successors and assigns,
whether so expressed or not.
SECTION 4.4. In case any provision of this Second Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 4.5. Nothing in this Second Supplemental Indenture, express or
implied, shall give to any Person, other than the parties hereto and their
successors under the Indenture and the Holders of the Securities, any benefit or
any legal or equitable right, remedy or claim under the Indenture.
SECTION 4.6. This Second Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4.7. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested all as of the day and year first above
written.
CITICORP
By:__________________________
Name:
Title:
(Corporate Seal)
Attest:
Secretary
CITI MERGER SUB INC.
By:_________________________
Name:
Title:
(Corporate Seal)
Attest:
Assistant Secretary
UNITED STATES TRUST
COMPANY OF NEW YORK,
As Trustee
By:________________________
Name:
(Corporate Seal)
Attest:
Assistant Secretary
Exhibit 4(e)(iii)
CITICORP
AND
CITI MERGER SUB INC.
TO
THE CHASE MANHATTAN BANK,
(formerly known as CHEMICAL BANK)
as Trustee
----------------
Third Supplemental Indenture
Dated as of October 7, 1998
----------------
Supplemental to Indenture Dated
as of April 1, 1991
<PAGE>
THIRD SUPPLEMENTAL INDENTURE, dated as of October 7, 1998, among CITICORP,
a corporation duly organized and existing under the laws of the State of
Delaware (herein called "Citicorp"), having its principal office at 399 Park
Avenue, New York, New York 10043, CITI MERGER SUB INC., a corporation duly
organized and existing under the laws of the State of Delaware (herein called
"Successor"), and THE CHASE MANHATTAN BANK, a corporation duly organized and
existing under the laws of the State of New York, (formerly known as CHEMICAL
BANK, a corporation duly organized and existing under the laws of the State of
New York), as Trustee (herein called the "Trustee").
RECITALS
Citicorp has heretofore executed and delivered to the Trustee a certain
indenture, dated as of April 1, 1991 (as heretofore amended the "Indenture"), as
amended by a First Supplemental Indenture dated as of November 29, 1992 and a
Second Supplemental Indenture dated as of December 16, 1996, pursuant to which
one or more series of unsecured debentures, notes or other evidences of
indebtedness of Citicorp (herein called the "Securities") may be issued from
time to time. All capitalized terms used in this Third Supplemental Indenture
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.
Citicorp and Travelers Group Inc. ("Travelers") have entered into an
Agreement and Plan of Merger dated as of April 5, 1998, as modified by a certain
letter agreement dated June 8, 1998 among Citicorp, Travelers and Successor (as
modified, the "Merger Agreement") which contemplates the execution and filing of
a Certificate of Merger (the "Certificate of Merger") providing for the merger
(the "Merger") of Citicorp with and into Successor, a wholly-owned subsidiary of
Travelers, with Successor continuing as the surviving corporation in the Merger
and changing its name to "Citicorp" following the Merger.
Section 801 of the Indenture provides, among other things, that Citicorp
shall not merge into any other corporation unless the corporation into which
Citicorp is merged shall expressly assume, by an indenture supplemental to the
Indenture, executed and delivered to the Trustee, in a form satisfactory to the
Trustee, the due and punctual payment of the principal of and any premium and
interest on all the Securities and the performance of every covenant of the
Indenture on the part of Citicorp to be performed or observed.
Section 901(1) of the Indenture provides, among other things, that without
the consent of any holders of Securities or coupons, Citicorp and the Trustee
may enter into an indenture supplemental to the Indenture, in form satisfactory
to the Trustee, for the purpose of evidencing the succession of a successor to
Citicorp and the assumption by a successor of the covenants of Citicorp in the
Indenture and in the Securities.
Citicorp and Successor desire and have requested that the Trustee join in
the execution of this Third Supplemental Indenture for the purpose of evidencing
such
<PAGE>
succession and assumption by Successor and amending certain provisions of the
Indenture as hereinafter set forth.
Citicorp has furnished the Trustee with (i) an Opinion of Counsel stating,
among other things, that the execution of this Third Supplemental Indenture is
authorized or permitted by the Indenture and (ii) an Officer's Certificate
stating that all conditions precedent provided for in the Indenture with respect
to this Third Supplemental Indenture have been complied with.
All things necessary to make this Third Supplemental Indenture a valid
agreement of Citicorp, Successor and the Trustee and a valid amendment of and
supplement to the Indenture have been done.
NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and intending to be legally bound
hereby, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Securities or of series thereof, as follows:
ARTICLE ONE
REPRESENTATIONS OF CITICORP AND SUCCESSOR
Each of Citicorp and Successor represents and warrants to the Trustee as
follows:
SECTION 1.1. It is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.
SECTION 1.2. The execution, delivery and performance by it of this Third
Supplemental Indenture have been authorized and approved by all necessary
corporate action on its part.
SECTION 1.3. The Merger shall become effective at such time as the
Certificate of Merger is duly filed with the Secretary of State of the State of
Delaware, or at such subsequent date and time as Travelers and Citicorp shall
agree and specify in the Certificate of Merger (the time the Merger becomes
effective being referred to herein as the "Effective Time").
SECTION 1.4. Immediately after giving effect to the Merger, no Default,
and no event which, after notice or lapse of time, or both, would become a
Default, shall have happened and be continuing.
<PAGE>
ARTICLE TWO
ASSUMPTIONS AND AGREEMENTS
SECTION 2.1. Effective upon the Effective Time, Successor hereby expressly
assumes the due and punctual payment of the principal of and premium and
interest on all the Securities, and the performance of every covenant of the
Indenture to be performed or observed by Citicorp.
SECTION 2.2. Effective upon the Effective Time, Successor shall succeed to
and be substituted for Citicorp under the Indenture, with the same effect as if
Successor had been named as the "Company" therein all in accordance with Section
802 of the Indenture.
SECTION 2.3. Effective upon the Effective Time, Successor hereby confirms
and agrees to all agency appointments made by Citicorp under or with respect to
the Indenture or the Securities and hereby expressly assumes the due and
punctual performance and observance of all the covenants and conditions to be
performed or observed by Citicorp contained in any agency agreement entered into
by Citicorp under or with respect to the Indenture or the Securities.
ARTICLE THREE
AMENDMENTS
SECTION 3.1. Effective Upon the Effective Time, the reference in the first
paragraph of the Indenture to "Citicorp, a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company")"
shall be amended to read "Citicorp (formerly named Citi Merger Sub Inc.), a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company")", and each other reference therein to Citicorp
shall be amended to read "Citicorp (formerly named Citi Merger Sub Inc.)"
SECTION 3.2. Except as amended hereby, the Indenture and the Securities
are in all respects ratified and confirmed and all the terms thereof shall
remain in full force and effect and the Indenture, as so amended by this Third
Supplemental Indenture, shall be read, taken and construed as one and the same
instrument.
ARTICLE FOUR
MISCELLANEOUS
SECTION 4.1. This Third Supplemental Indenture shall become effective
immediately upon its execution and delivery by Citicorp and Successor. Prior to
the Effective Time, Successor may terminate this Third Supplemental Indenture
upon written notice to Citicorp and the Trustee. Successor shall give the
Trustee prompt written notice of the Effective Time.
<PAGE>
SECTION 4.2. The Trustee accepts the modification of the Indenture
effected by this Third Supplemental Indenture, but only upon the terms and
conditions set forth in the Indenture. Without limiting the generality of the
foregoing, the Trustee assumes no responsibility for the correctness of the
recitals herein contained, which shall be taken as the statements of Citicorp
and Successor. The Trustee makes no representation and shall have no
responsibility as to the validity and sufficiency of this Third Supplemental
Indenture or the proper authorization or the due execution hereof by Successor
and Citicorp.
SECTION 4.3. All covenants and agreements in this Third Supplemental
Indenture by Citicorp and Successor shall bind its successors and assigns,
whether so expressed or not.
SECTION 4.4. In case any provision of this Third Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 4.5. Nothing in this Third Supplemental Indenture, express or
implied, shall give to any Person, other than the parties hereto and their
successors under the Indenture and the Holders of the Securities, any benefit or
any legal or equitable right, remedy or claim under the Indenture.
SECTION 4.6. This Third Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4.7. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested all as of the day and year first above written.
CITICORP
By:______________________________
Name:
Title:
(Corporate Seal)
Attest:
Secretary
CITI MERGER SUB INC.
By:______________________________
Name:
Title:
(Corporate Seal)
Attest:
Assistant Secretary
THE CHASE MANHATTAN BANK,
As Trustee
By:______________________________
Name:
(Corporate Seal)
Attest:
Assistant Secretary
Exhibit 4(h)(ii)
CITICORP
AND
CITI MERGER SUB INC.
TO
THE CHASE MANHATTAN BANK,
(formerly known as CHEMICAL BANK)
as Trustee
----------------
Second Supplemental Indenture
Dated as of October 7, 1998
----------------
Supplemental to Indenture Dated
as of April 1, 1986
<PAGE>
SECOND SUPPLEMENTAL INDENTURE, dated as of October 7, 1998, among
CITICORP, a corporation duly organized and existing under the laws of the State
of Delaware (herein called "Citicorp"), having its principal office at 399 Park
Avenue, New York, New York 10043, CITI MERGER SUB INC., a corporation duly
organized and existing under the laws of the State of Delaware (herein called
"Successor"), and THE CHASE MANHATTAN BANK, a corporation duly organized and
existing under the laws of the State of New York, (formerly known as CHEMICAL
BANK, a corporation duly organized and existing under the laws of the State of
New York), as Trustee (herein called the "Trustee").
RECITALS
Citicorp has heretofore executed and delivered to the Trustee a certain
indenture, dated as of April 1, 1986 (as heretofore amended the "Indenture"), as
amended by a First Supplemental Indenture dated as of April 15, 1987, pursuant
to which one or more series of unsecured debentures, notes or other evidences of
indebtedness of Citicorp (herein called the "Securities") may be issued from
time to time. All capitalized terms used in this Second Supplemental Indenture
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.
Citicorp and Travelers Group Inc. ("Travelers") have entered into an
Agreement and Plan of Merger dated as of April 5, 1998, as modified by a certain
letter agreement dated June 8, 1998 among Citicorp, Travelers and Successor (as
modified, the "Merger Agreement") which contemplates the execution and filing of
a Certificate of Merger (the "Certificate of Merger") providing for the merger
(the "Merger") of Citicorp with and into Successor, a wholly-owned subsidiary of
Travelers, with Successor continuing as the surviving corporation in the Merger
and changing its name to "Citicorp" following the Merger.
Section 801 of the Indenture provides, among other things, that Citicorp
shall not merge into any other corporation unless the corporation into which
Citicorp is merged shall expressly assume, by an indenture supplemental to the
Indenture, executed and delivered to the Trustee, in a form satisfactory to the
Trustee, the due and punctual payment of the principal of and any premium and
interest on all the Securities and the performance of every covenant of the
Indenture on the part of Citicorp to be performed or observed.
Section 901(1) of the Indenture provides, among other things, that without
the consent of any holders of Securities or coupons, Citicorp and the Trustee
may enter into an indenture supplemental to the Indenture, in form satisfactory
to the Trustee, for the purpose of evidencing the succession of a successor to
Citicorp and the assumption by a successor of the covenants of Citicorp in the
Indenture and in the Securities.
Citicorp and Successor desire and have requested that the Trustee join in
the execution of this Second Supplemental Indenture for the purpose of
evidencing such succession and assumption by Successor and amending certain
provisions of the Indenture as hereinafter set forth.
<PAGE>
Citicorp has furnished the Trustee with (i) an Opinion of Counsel stating,
among other things, that the execution of this Second Supplemental Indenture is
authorized or permitted by the Indenture and (ii) an Officer's Certificate
stating that all conditions precedent provided for in the Indenture with respect
to this Second Supplemental Indenture have been complied with.
All things necessary to make this Second Supplemental Indenture a valid
agreement of Citicorp, Successor and the Trustee and a valid amendment of and
supplement to the Indenture have been done.
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and intending to be legally bound
hereby, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Securities or of series thereof, as follows:
ARTICLE ONE
REPRESENTATIONS OF CITICORP AND SUCCESSOR
Each of Citicorp and Successor represents and warrants to the Trustee as
follows:
SECTION 1.1. It is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.
SECTION 1.2. The execution, delivery and performance by it of this Second
Supplemental Indenture have been authorized and approved by all necessary
corporate action on its part.
SECTION 1.3. The Merger shall become effective at such time as the
Certificate of Merger is duly filed with the Secretary of State of the State of
Delaware, or at such subsequent date and time as Travelers and Citicorp shall
agree and specify in the Certificate of Merger (the time the Merger becomes
effective being referred to herein as the "Effective Time").
SECTION 1.4. Immediately after giving effect to the Merger, no Event of
Default or Default, and no event which, after notice or lapse of time, or both,
would become an Event of Default or Default, shall have happened and be
continuing.
<PAGE>
ARTICLE TWO
ASSUMPTIONS AND AGREEMENTS
SECTION 2.1. Effective upon the Effective Time, Successor hereby expressly
assumes the due and punctual payment of the principal of and premium and
interest on all the Securities, and the performance of every covenant of the
Indenture to be performed or observed by Citicorp.
SECTION 2.2. Effective upon the Effective Time, Successor shall succeed to
and be substituted for Citicorp under the Indenture, with the same effect as if
Successor had been named as the "Company" therein all in accordance with Section
802 of the Indenture.
SECTION 2.3. Effective upon the Effective Time, Successor hereby confirms
and agrees to all agency appointments made by Citicorp under or with respect to
the Indenture or the Securities and hereby expressly assumes the due and
punctual performance and observance of all the covenants and conditions to be
performed or observed by Citicorp contained in any agency agreement entered into
by Citicorp under or with respect to the Indenture or the Securities.
ARTICLE THREE
AMENDMENTS
SECTION 3.1. Effective Upon the Effective Time, the reference in the first
paragraph of the Indenture to "Citicorp, a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company")"
shall be amended to read "Citicorp (formerly named Citi Merger Sub Inc.), a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company")", and each other reference therein to Citicorp
shall be amended to read "Citicorp (formerly named Citi Merger Sub Inc.)"
SECTION 3.2. Except as amended hereby, the Indenture and the Securities
are in all respects ratified and confirmed and all the terms thereof shall
remain in full force and effect and the Indenture, as so amended by this Second
Supplemental Indenture, shall be read, taken and construed as one and the same
instrument.
ARTICLE FOUR
MISCELLANEOUS
SECTION 4.1. This Second Supplemental Indenture shall become effective
immediately upon its execution and delivery by Citicorp and Successor. Prior to
the Effective Time, Successor may terminate this Second Supplemental Indenture
upon written notice to Citicorp and the Trustee. Successor shall give the
Trustee prompt written notice of the Effective Time.
<PAGE>
SECTION 4.2. The Trustee accepts the modification of the Indenture
effected by this Second Supplemental Indenture, but only upon the terms and
conditions set forth in the Indenture. Without limiting the generality of the
foregoing, the Trustee assumes no responsibility for the correctness of the
recitals herein contained, which shall be taken as the statements of Citicorp
and Successor. The Trustee makes no representation and shall have no
responsibility as to the validity and sufficiency of this Second Supplemental
Indenture or the proper authorization or the due execution hereof by Successor
and Citicorp.
SECTION 4.3. All covenants and agreements in this Second Supplemental
Indenture by Citicorp and Successor shall bind its successors and assigns,
whether so expressed or not.
SECTION 4.4. In case any provision of this Second Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 4.5. Nothing in this Second Supplemental Indenture, express or
implied, shall give to any Person, other than the parties hereto and their
successors under the Indenture and the Holders of the Securities, any benefit or
any legal or equitable right, remedy or claim under the Indenture.
SECTION 4.6. This Second Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4.7. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested all as of the day and year first above
written.
CITICORP
By:______________________________
Name:
Title:
(Corporate Seal)
Attest:
Secretary
CITI MERGER SUB INC.
By:______________________________
Name:
Title:
(Corporate Seal)
Attest:
Assistant Secretary
THE CHASE MANHATTAN BANK,
As Trustee
By:______________________________
Name:
(Corporate Seal)
Attest:
Assistant Secretary
Exhibit 4(bb)(ii)
CITICORP
AND
CITI MERGER SUB INC.
TO
WILMINGTON TRUST COMPANY,
as Trustee
----------------
Fourth Supplemental Indenture
Dated as of October 7, 1998
----------------
Supplemental to Indenture Dated
as of December 17, 1996
<PAGE>
FOURTH SUPPLEMENTAL INDENTURE, dated as of October 7, 1998, among
CITICORP, a corporation duly organized and existing under the laws of the State
of Delaware (herein called "Citicorp"), having its principal office at 399 Park
Avenue, New York, New York 10043, CITI MERGER SUB INC., a corporation duly
organized and existing under the laws of the State of Delaware (herein called
"Successor"), and WILMINGTON TRUST COMPANY, a corporation duly organized and
existing under the laws of the State of Delaware, as Trustee (herein called the
"Trustee").
RECITALS
Citicorp has heretofore executed and delivered to the Trustee a certain
indenture, dated as of December 17, 1996 (as heretofore amended, the
"Indenture"), as amended by a First Supplemental Indenture dated as of December
17, 1996, a Second Supplemental Indenture dated as of January 29, 1997, and a
Third Supplemental Indenture dated as of June 28, 1998, pursuant to which one or
more series of unsecured debentures, notes or other evidences of indebtedness of
Citicorp (herein called the "Securities") may be issued from time to time. All
capitalized terms used in this Fourth Supplemental Indenture which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.
Citicorp and Travelers Group Inc. ("Travelers") have entered into an
Agreement and Plan of Merger dated as of April 5, 1998, as modified by a certain
letter agreement dated June 8, 1998 among Citicorp, Travelers and Successor (as
modified, the "Merger Agreement") which contemplates the execution and filing of
a Certificate of Merger (the "Certificate of Merger") providing for the merger
(the "Merger") of Citicorp with and into Successor, a wholly-owned subsidiary of
Travelers, with Successor continuing as the surviving corporation in the Merger
and changing its name to "Citicorp" following the Merger.
Section 10.01 of the Indenture provides, among other things, that Citicorp
shall not merge into any other corporation unless the corporation into which
Citicorp is merged shall expressly assume, by an indenture supplemental to the
Indenture, executed and delivered to the Trustee, in a form satisfactory to the
Trustee, the due and punctual payment of the principal of and any premium and
interest on all the Securities and the performance of every covenant of the
Indenture on the part of Citicorp to be performed or observed.
Section 9.01(a) of the Indenture provides, among other things, that
without the consent of any holders of Securities or coupons, Citicorp and the
Trustee may enter into an indenture supplemental to the Indenture, in form
satisfactory to the Trustee, for the purpose of evidencing the succession of a
successor to Citicorp and the assumption by a successor of the covenants of
Citicorp in the Indenture and in the Securities.
Citicorp and Successor desire and have requested that the Trustee join in
the execution of this Fourth Supplemental Indenture for the purpose of
evidencing such succession and assumption by Successor and amending certain
provisions of the Indenture as hereinafter set forth.
<PAGE>
Citicorp has furnished the Trustee with (i) an Opinion of Counsel stating,
among other things, that each of the form of this Fourth Supplemental Indenture
and the terms and execution hereof is authorized or permitted by, and complies
with the requirements of the Indenture and (ii) an Officer's Certificate stating
that all conditions precedent provided for in the Indenture with respect to this
Fourth Supplemental Indenture have been complied with.
All things necessary to make this Fourth Supplemental Indenture a valid
agreement of Citicorp, Successor and the Trustee and a valid amendment of and
supplement to the Indenture have been done.
NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and intending to be legally bound
hereby, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Securities or of series thereof, as follows:
ARTICLE ONE
REPRESENTATIONS OF CITICORP AND SUCCESSOR
Each of Citicorp and Successor represents and warrants to the Trustee as
follows:
SECTION 1.1. It is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.
SECTION 1.2. The execution, delivery and performance by it of this Fourth
Supplemental Indenture have been authorized and approved by all necessary
corporate action on its part.
SECTION 1.3. The Merger shall become effective at such time as the
Certificate of Merger is duly filed with the Secretary of State of the State of
Delaware, or at such subsequent date and time as Travelers and Citicorp shall
agree and specify in the Certificate of Merger (the time the Merger becomes
effective being referred to herein as the "Effective Time").
SECTION 1.4. Immediately after giving effect to the Merger, no Event of
Default, and no event which, after notice or lapse of time, or both, would
become an Event of Default, shall have happened and be continuing.
<PAGE>
ARTICLE TWO
ASSUMPTIONS AND AGREEMENTS
SECTION 2.1. Effective upon the Effective Time, Successor hereby expressly
assumes the due and punctual payment of the principal of and premium and
interest on all the Securities, and the performance of every covenant of the
Indenture to be performed or observed by Citicorp.
SECTION 2.2. Effective upon the Effective Time, Successor shall succeed to
and be substituted for Citicorp under the Indenture, with the same effect as if
Successor had been named as the "Company" therein all in accordance with Section
10.02 of the Indenture.
SECTION 2.3. Effective upon the Effective Time, Successor hereby confirms
and agrees to all agency appointments made by Citicorp under or with respect to
the Indenture or the Securities and hereby expressly assumes the due and
punctual performance and observance of all the covenants and conditions to be
performed or observed by Citicorp contained in any agency agreement entered into
by Citicorp under or with respect to the Indenture or the Securities.
ARTICLE THREE
AMENDMENTS
SECTION 3.1. Effective Upon the Effective Time, the reference in the first
paragraph of the Indenture to "Citicorp, a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company")"
shall be amended to read "Citicorp (formerly named Citi Merger Sub Inc.), a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company")", and each other reference therein to Citicorp
shall be amended to read "Citicorp (formerly named Citi Merger Sub Inc.)"
SECTION 3.2. Except as amended hereby, the Indenture and the Securities
are in all respects ratified and confirmed and all the terms thereof shall
remain in full force and effect and the Indenture, as so amended by this Fourth
Supplemental Indenture, shall be read, taken and construed as one and the same
instrument.
ARTICLE FOUR
MISCELLANEOUS
SECTION 4.1. This Fourth Supplemental Indenture shall become effective
immediately upon its execution and delivery by Citicorp and Successor. Prior to
the Effective Time, Successor may terminate this Fourth Supplemental Indenture
upon
<PAGE>
written notice to Citicorp and the Trustee. Successor shall give the Trustee
prompt written notice of the Effective Time.
SECTION 4.2. The Trustee accepts the modification of the Indenture
effected by this Fourth Supplemental Indenture, but only upon the terms and
conditions set forth in the Indenture. Without limiting the generality of the
foregoing, the Trustee assumes no responsibility for the correctness of the
recitals herein contained, which shall be taken as the statements of Citicorp
and Successor. The Trustee makes no representation and shall have no
responsibility as to the validity and sufficiency of this Fourth Supplemental
Indenture or the proper authorization or the due execution hereof by Successor
and Citicorp.
SECTION 4.3. All covenants and agreements in this Fourth Supplemental
Indenture by Citicorp and Successor shall bind its successors and assigns,
whether so expressed or not.
SECTION 4.4. In case any provision of this Fourth Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 4.5. Nothing in this Fourth Supplemental Indenture, express or
implied, shall give to any Person, other than the parties hereto and their
successors under the Indenture and the Holders of the Securities, any benefit or
any legal or equitable right, remedy or claim under the Indenture.
SECTION 4.6. This Fourth Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4.7. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested all as of the day and year first above
written.
CITICORP
By:______________________________
Name:
Title:
(Corporate Seal)
Attest:
Secretary
CITI MERGER SUB INC.
By:______________________________
Name:
Title:
(Corporate Seal)
Attest:
Assistant Secretary
WILMINGTON TRUST COMPANY,
As Trustee
By:______________________________
Name:
(Corporate Seal)
Attest:
Assistant Secretary
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, HEIDI G. MILLER, 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: October 8, 1998.
/s/ John S. Reed
--------------------------------
Name: John S. Reed
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, HEIDI G. MILLER, 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: October 8, 1998.
/s/ H. Onno Ruding
--------------------------------
Name: H. Onno Ruding
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, HEIDI G. MILLER, 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: October 8, 1998.
/s/ William R. Rhodes
--------------------------------
Name: William R. Rhodes
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, HEIDI G. MILLER, 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: October 8, 1998.
/s/ Robert I. Lipp
--------------------------------
Name: Robert I. Lipp
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, HEIDI G. MILLER, 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: October 8, 1998.
/s/ Victor J. Menezes
--------------------------------
Name: Victor J. Menezes
Title: Director
