<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C>
CITICORP COMMERCIAL CREDIT COMPANY
(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter)
DELAWARE DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
13-2614988 52-0883351
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
399 PARK AVENUE 300 ST. PAUL PLACE
NEW YORK, NEW YORK 10043 BALTIMORE, MARYLAND 21202
(212) 559-1000 (410) 332-3000
(Address, including zip code, and telephone (Address, including zip code, and telephone
number, including area code, of number, including area code, of registrant's
registrant's principal executive offices) principal executive offices)
</TABLE>
STEPHANIE B. MUDICK, ESQ.
Citigroup Inc.
General Counsel -- Corporate Law
153 East 53rd Street
New York, New York 10043
(212) 559-1000
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement 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, please check the following box and list the Securities
Act registration statement number of the earlier effective 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. [ ]
CALCULATION OF REGISTRATION FEE
The debt securities covered by this registration statement have previously
been registered under the Securities Act. Registration fees have been paid with
respect to all such securities in accordance with Rule 457(o) and Section 6(b)
of the Securities Act and no additional fee is payable in connection with the
outstanding debt securities. No separate fee is payable with respect to the
guarantee covered by this registration statement in accordance with Rule 457(n)
and Section 6(b) of the Securities Act.
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
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<PAGE> 2
SUBJECT TO COMPLETION, DATED JULY 26, 1999
PROSPECTUS
CITICORP
COMMERCIAL CREDIT COMPANY
$150,000,000 principal amount of 6.700% Notes due August 1, 1999
$100,000,000 principal amount of 6.125% Notes due March 1, 2000
$150,000,000 principal amount of 6.000% Notes due April 15, 2000
$200,000,000 principal amount of 6.750% Notes due May 15, 2000
$100,000,000 principal amount of 6.000% Notes due June 15, 2000
$200,000,000 principal amount of 5.750% Notes due July 15, 2000
$200,000,000 principal amount of 5.550% Notes due February 15, 2001
$300,000,000 principal amount of 8.250% Notes due November 1, 2001
$200,000,000 principal amount of 6.200% Notes due November 15, 2001
$200,000,000 principal amount of 7.375% Notes due March 15, 2002
$200,000,000 principal amount of 6.875% Notes due May 1, 2002
$300,000,000 principal amount of 6.450% Notes due July 1, 2002
$200,000,000 principal amount of 6.375% Notes due September 15, 2002
$200,000,000 principal amount of 5.875% Notes due January 15, 2003
$200,000,000 principal amount of 5.900% Notes due September 1, 2003
$200,000,000 principal amount of 7.875% Notes due July 15, 2004
$250,000,000 principal amount of 6.500% Notes due August 1, 2004
$200,000,000 principal amount of 7.750% Notes due March 1, 2005
$200,000,000 principal amount of 7.375% Notes due April 15, 2005
$200,000,000 principal amount of 6.500% Notes due June 1, 2005
$200,000,000 principal amount of 6.125% Notes due December 1, 2005
$200,000,000 principal amount of 6.625% Notes due November 15, 2006
$300,000,000 principal amount of 6.750% Notes due July 1, 2007
$300,000,000 principal amount of 6.250% Notes due January 1, 2008
$150,000,000 principal amount of 10.000% Notes due December 1, 2008
$100,000,000 principal amount of 10.000% Notes due May 15, 2009
$150,000,000 principal amount of 8.700% Notes due June 15, 2009
$100,000,000 principal amount of 8.700% Notes due June 15, 2010
$200,000,000 principal amount of 6.625% Notes due June 1, 2015
$200,000,000 principal amount of 7.875% Notes due February 1, 2025
UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF
PRINCIPAL AND INTEREST BY CITICORP
------------------
The outstanding securities of Commercial Credit Company listed above and
the guarantee of the outstanding securities by Citicorp offered by this
prospectus have been registered under the Securities Act of 1933.
Citicorp has guaranteed the repayment of the principal amounts of the
outstanding securities on the maturity dates and the semiannual payments of
interest for each of the outstanding securities.
------------------
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------------
These securities are not deposits or savings accounts but are unsecured
obligations of Citicorp and Commercial Credit Company. These securities are not
insured by the Federal Deposit Insurance Corporation or any other governmental
agency or instrumentality.
One or more broker-dealer affiliates of Citicorp and Commercial Credit
Company, including Salomon Smith Barney Inc., expect to offer and sell the
outstanding securities as part of their business, and may act as a principal or
agent in such transactions. These broker-dealer affiliates may use this
prospectus in connection with these activities.
------------------
SALOMON SMITH BARNEY
, 1999
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Citicorp.................................................... 3
Commercial Credit Company................................... 3
Citicorp's Ratio of Income to Fixed Charges................. 3
Commercial Credit Company's Ratio of Earnings to Fixed
Charges................................................... 3
Description of the Guarantee................................ 4
Description of the Outstanding Securities................... 4
Use of Proceeds............................................. 12
Market-Making Activities.................................... 12
ERISA Matters............................................... 12
Experts..................................................... 13
Legal Matters............................................... 13
Where You Can Find More Information......................... 13
</TABLE>
2
<PAGE> 4
CITICORP
Citicorp, a diversified financial services company, conducts its activities
through its Global Consumer, Global Corporate, Asset Management and Investment
Activities segments. Its staff of 103,000 (including 59,800 outside the U.S.)
serves individuals, businesses, governments, and financial institutions in
approximately 3,300 locations (including branches and representative,
subsidiary, and affiliate offices) in 100 countries and territories throughout
the world. Citicorp, a U.S. bank holding company, is the sole shareholder of
Citibank, N.A., its major subsidiary.
The Global Consumer segment of Citicorp includes a global, full-service
consumer franchise encompassing, among other things, branch and electronic
banking, consumer lending and credit and charge card services, and personalized
wealth management services for high net worth clients. The Global Corporate
segment serves corporations, financial institutions, governments, and other
participants in developed and emerging markets throughout the world. The Asset
Management segment offers a broad range of asset management products and
services from global investment centers around the world, including mutual
funds, closed-end funds, and managed accounts. The Investment Activities segment
consists primarily of Citicorp's venture capital activities, certain corporate
investments and the results of certain investments in countries that refinanced
debt under the 1989 Brady Plan or plans of a similar nature.
On October 8, 1998, Citicorp became a wholly owned subsidiary of Travelers
Group Inc., which then changed its name to Citigroup Inc.
Citigroup, Citicorp's parent, is a diversified holding company whose
businesses provide a broad range of financial services to consumer and corporate
customers around the world. Citigroup's activities are conducted through its
Global Consumer, Global Corporate and Investment Bank, Asset Management, and
Investment Activities segments.
Citicorp is regulated under the Bank Holding Company Act of 1956 and is
subject to examination by the Federal Reserve Board. Citibank is a member of the
Federal Reserve System and is subject to regulation and examination by the
Office of the Comptroller of the Currency.
The principal offices of Citicorp are located at 399 Park Avenue, New York,
New York 10043; telephone number 212-559-1000.
COMMERCIAL CREDIT COMPANY
Commercial Credit Company is a financial services holding company engaged,
through its subsidiaries, principally in consumer finance services.
On [ ], 1999, Commercial Credit Company, which is an
indirect wholly owned subsidiary of Citigroup, also became an indirect wholly
owned subsidiary of Citicorp.
The principal executive offices of Commercial Credit Company are located at
300 St. Paul Place, Baltimore, Maryland 21202; telephone number 410-332-3000.
CITICORP'S RATIO OF INCOME TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEAR ENDED DECEMBER 31,
MARCH 31, ------------------------------------
1999 1998 1997 1996 1995 1994
------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of income to fixed charges excluding
interest on deposits.................... 2.63 2.22 2.59 2.70 2.32 1.77
Ratio of income to fixed charges including
interest on deposits.................... 1.45 1.29 1.43 1.49 1.43 1.31
</TABLE>
COMMERCIAL CREDIT COMPANY'S RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEAR ENDED DECEMBER 31,
MARCH 31, ------------------------------------
1999 1998 1997 1996 1995 1994
------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges........ 1.65 1.62 1.61 1.58 1.68 1.82
</TABLE>
3
<PAGE> 5
DESCRIPTION OF THE GUARANTEE
Citicorp has guaranteed the payment of the outstanding principal of and
interest on the outstanding securities until the earliest to occur of:
- the date that is five business days after the maturity date of all the
outstanding securities, either upon their stated maturities, redemption
or otherwise;
- the date on which Commercial Credit Company ceases to be a wholly owned
subsidiary of Citicorp; and
- the date on which Citicorp ceases to be a reporting company under the
Securities Exchange Act of 1934.
This guarantee is included as part of the indenture among Citicorp, Commercial
Credit Company and The First National Bank of Chicago, as successor trustee (the
"trustee"). Holders of any of the outstanding securities may inspect a copy of
the indenture at the trustee's offices during normal business hours and copies
of the indenture may be obtained from Citicorp, Commercial Credit Company or the
trustee.
The guarantee is an unsecured obligation of Citicorp and ranks on an equal
basis with all of Citicorp's other unsecured and unsubordinated indebtedness
(including any other unsecured and unsubordinated guarantees given by Citicorp).
Holders of the outstanding securities may proceed directly against Citicorp in
the event of a default under the outstanding securities without first proceeding
against Commercial Credit Company.
Because Citicorp is a holding company, its rights and the rights of its
creditors, including the holders of the outstanding securities, to participate
in the assets of any subsidiary upon the subsidiary's liquidation or
recapitalization will be subject to the prior claims of the subsidiary's
creditors, except to the extent that Citicorp may itself be a creditor with
recognized claims against the subsidiary.
DESCRIPTION OF THE OUTSTANDING SECURITIES
The outstanding securities offered by this prospectus were issued under the
indenture. The indenture has been filed with the SEC and is incorporated by
reference in the registration statement of which this prospectus forms a part.
The following briefly summarizes certain provisions of the outstanding
securities and the indenture. You should read the more detailed provisions of
the indenture, including the defined terms, for provisions that may be important
to you. The numbers in parentheses below refer to sections in the indenture.
Wherever particular sections or defined terms of the indenture are referred to,
such sections or defined terms are incorporated into this prospectus by
reference as a part of the statement made, and the statement is qualified in its
entirety by such reference.
4
<PAGE> 6
TERMS OF THE OUTSTANDING SECURITIES
<TABLE>
<CAPTION>
INTEREST RECORD DATES
INTEREST PRINCIPAL PAYMENT FOR INTEREST
TITLE OF SERIES MATURITY DATE RATE AMOUNT DATES PAYMENT
--------------- ------------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
6.700% notes due August 1, 1999............... August 1, 1999 6.700% $150,000,000 February 1 January 15
August 1 July 15
6.125% notes due March 1, 2000................ March 1, 2000 6.125% $100,000,000 March 1 February 15
September 1 August 15
6.000% notes due April 15, 2000............... April 15, 2000 6.000% $150,000,000 April 15 March 31
October 15 September 30
6.750% notes due May 15, 2000................. May 15, 2000 6.750% $200,000,000 May 15 April 30
November 15 October 31
6.000% notes due June 15, 2000................ June 15, 2000 6.000% $100,000,000 June 15 May 31
December 15 November 30
5.750% notes due July 15, 2000................ July 15, 2000 5.750% $200,000,000 January 15 December 31
July 15 June 30
5.550% notes due February 15, 2001............ February 15, 2001 5.550% $200,000,000 February 15 January 31
August 15 July 31
8.250% notes due November 1, 2001............. November 1, 2001 8.250% $300,000,000 May 1 April 15
November 1 October 15
6.200% notes due November 15, 2001............ November 15, 2001 6.200% $200,000,000 May 15 April 30
November 15 October 31
7.375% notes due March 15, 2002............... March 15, 2002 7.375% $200,000,000 March 15 February 28
September 15 August 31
6.875% notes due May 1, 2002.................. May 1, 2002 6.875% $200,000,000 May 1 April 15
November 1 October 15
6.450% notes due July 1, 2002................. July 1, 2002 6.450% $300,000,000 January 1 December 15
July 1 June 15
6.375% notes due September 15, 2002........... September 15, 2002 6.375% $200,000,000 March 15 February 28
September 15 August 31
5.875% notes due January 15, 2003............. January 15, 2003 5.875% $200,000,000 January 15 December 31
July 15 June 30
5.900% notes due September 1, 2003............ September 1, 2003 5.900% $200,000,000 March 1 February 15
September 1 August 15
7.875% notes due July 15, 2004................ July 15, 2004 7.875% $200,000,000 January 15 December 31
July 15 June 30
6.500% notes due August 1, 2004............... August 1, 2004 6.500% $250,000,000 February 1 January 15
August 1 July 15
7.750% notes due March 1, 2005................ March 1, 2005 7.750% $200,000,000 March 1 February 15
September 1 August 15
7.375% notes due April 15, 2005............... April 15, 2005 7.375% $200,000,000 April 15 March 31
October 15 September 30
6.500% notes due June 1, 2005................. June 1, 2005 6.500% $200,000,000 June 1 May 15
December 1 November 15
6.125% notes due December 1, 2005............. December 1, 2005 6.125% $200,000,000 June 1 May 15
December 1 November 15
6.625% notes due November 15, 2006............ November 15, 2006 6.625% $200,000,000 May 15 April 30
November 15 October 31
6.750% notes due July 1, 2007................. July 1, 2007 6.750% $300,000,000 January 1 December 15
July 1 June 15
6.250% notes due January 1, 2008.............. January 1, 2008 6.250% $300,000,000 January 1 December 15
July 1 June 15
10.000% notes due December 1, 2008............ December 1, 2008 10.000% $150,000,000 June 1 May 15
December 1 November 15
10.000% notes due May 15, 2009................ May 15, 2009 10.000% $100,000,000 May 15 April 30
November 15 October 31
8.700% notes due June 15, 2009................ June 15, 2009 8.700% $150,000,000 June 15 May 31
December 15 November 30
8.700% notes due June 15, 2010(1)............. June 15, 2010 8.700% $100,000,000 June 15 May 31
December 15 November 30
6.625% notes due June 1, 2015(2).............. June 1, 2015 6.625% $200,000,000 June 1 May 15
December 1 November 15
7.875% notes due February 1, 2025(3).......... February 1, 2025 7.875% $200,000,000 February 1 January 15
August 1 July 15
</TABLE>
(footnotes provided on next page)
5
<PAGE> 7
- ---------------
(1) In addition, the 8.700% notes due June 15, 2010 will be repayable on June 15
of each of 2002 or 2005, at the option of the registered holders of the
notes. The notes would be repaid at 100% of their principal amount together
with interest payable to the date of repayment. In order for a note to be
repaid, Commercial Credit Company must receive:
- The note with the completed form entitled "Option to Elect Repayment" on
the reverse of the note; or
- A telegram, telex, facsimile transmission or letter from a member of a
national securities exchange, the NASD or a commercial bank or a trust
company in the United States setting forth:
- the holder's name,
- the principal amount of the note,
- the amount of the note to be repaid,
- a statement that the repayment option is being exercised, and
- a guarantee that the note and the completed form entitled "Option to
Elect Repayment" will be received by Commercial Credit Company not
later than five business days after the date of the telegram, telex,
facsimile transmission or letter (and Commercial Credit Company then
must receive the note and the completed form before the end of the
fifth business day).
The note and form or the telegram, telex, facsimile transmission or letter
must be delivered to the corporate trust office of the trustee in New York,
New York:
- between the open of business on April 15, 2002 and the close of business
on May 15, 2002 (or, if such May 15 is not a business day, the next
succeeding business day) for the June 15, 2002 repayment, or
- between the open of business on April 15, 2005 and the close of business
on May 15, 2005 (or, if such May 15 is not a business day, the next
succeeding business day) for the June 15, 2005 repayment.
Any such notice received by Commercial Credit Company between April 15,
2002 and May 15, 2002 and/or between April 15, 2005 and May 15, 2005 (or,
if either May 15 is not a business day, the next succeeding business day),
shall be irrevocable.
(2) In addition, the 6.625% notes due June 1, 2015 will be repayable on June 1,
2002, at the option of the registered holders of the notes. The notes would
be repaid at 100% of their principal amount together with interest payable
to the date of repayment. In order for a note to be repaid, Commercial
Credit Company must receive the note with the form entitled "Option to Elect
Repayment" on the reverse of the note or accompanying the note. The note and
form must be delivered to the corporate trust office of the trustee in New
York, New York between the open of business on April 1, 2002 and the close
of business on May 1, 2002 (or, if such May 1 is not a business day, the
next succeeding business day). Any such notice received by Commercial Credit
Company between April 1, 2002 and May 1, 2002 (or, if such May 1 is not a
business day, the next succeeding business day), shall be irrevocable.
(3) In addition, the 7.875% notes due February 1, 2025 will be repayable on
February 1, 2005, at the option of the registered holders of the notes. The
notes would be repaid at 100% of their principal amount together with
interest payable to the date of repayment. In order for a note to be repaid,
Commercial Credit Company must receive the note with the form entitled
"Option to Elect Repayment" on the reverse of the note or accompanying the
note. The note and form must be delivered to the corporate trust office of
the trustee in New York, New York between the open of business on December
1, 2004 and the close of business on January 1, 2005 (or, if such January 1
is not a business day, the next succeeding business day). Any such notice
received by Commercial Credit Company between December 1, 2004 and January
1, 2005 (or, if such January 1 is not a business day, the next succeeding
business day), shall be irrevocable.
With respect to the notes that are subject to repayment as described in the
footnotes above, the holder of a note may exercise the repayment option for less
than the entire principal amount of the note so long as the principal amount
which is to be repaid is equal to $1,000 or a whole multiple of $1,000.
Commercial Credit Company will determine all questions concerning the validity,
eligibility (including time of receipt) and acceptance of any note for
repayment, and all determinations will be final and binding.
6
<PAGE> 8
DTC or its nominee will be the registered holder of the notes and therefore
will be the only entity that can exercise a right to repayment, and that
repayment will be made in accordance with DTC's repayment procedures in effect
at that time. The 6.625% notes due June 1, 2015 and the 7.875% notes due
February 1, 2025 are the only notes that carry a right of repayment that can be
exercised exclusively by DTC. In order to ensure that DTC or its nominee will
timely exercise a right to repayment with respect to a particular beneficial
interest in the notes, the beneficial owner of such interest must instruct the
broker or other direct or indirect participant through which it holds a
beneficial interest in the notes to notify DTC of its desire to exercise a right
to repayment. Different firms have different cut-off times for accepting
instructions from their customers and, accordingly, each beneficial owner should
consult the broker or other direct or indirect participant through which it
holds an interest in the notes in order to ascertain the cut-off time by which
such an instruction must be given in order for timely notice to be delivered to
DTC.
The outstanding securities are unsecured obligations of Commercial Credit
Company and are not subordinated to other indebtedness of Commercial Credit
Company.
GLOBAL SECURITIES; BOOK-ENTRY PROCEDURES AND SETTLEMENT
The outstanding securities are book-entry securities. That is, a single
certificate for each series of outstanding securities is registered in the name
of The Depository Trust Company, a securities depository, or its nominee
("DTC"). DTC is thus the only registered holder of the securities. Other people
hold their securities indirectly through securities intermediaries -- banks,
brokerage houses and other institutions -- that maintain securities accounts for
their customers. DTC maintains accounts showing the securities holdings of its
participants (all of whom are securities intermediaries), and these securities
intermediaries in turn maintain accounts showing the securities holdings of
their customers (some of whom may themselves be securities intermediaries
holding securities for their customers). Thus, each holder of a book-entry
security will hold that security through a hierarchy of intermediaries, with DTC
at the "top" and the holder's own securities intermediary at the "bottom." A
person holding a book-entry security for its own account through a securities
intermediary will be the beneficial owner of the security.
The securities of each holder of a book-entry other than DTC are evidenced
solely by entries on the books of the holder's securities intermediary. A holder
of a book-entry security will not be able to obtain a physical (paper)
certificate evidencing the holder's ownership of the security. The book-entry
system for holding securities through accounts with a hierarchy of securities
intermediaries leading up to a securities depository is the system through which
most publicly traded common stock is held in the United States.
Beneficial owners of book-entry securities should realize that Commercial
Credit Company will make all distributions on their securities to DTC, and will
send all required reports and notices solely to DTC. Similarly, Commercial
Credit Company will accept notices and directions solely from the registered
holders of securities, which for book-entry securities will mean DTC. DTC and
the securities intermediaries are generally required by law to deposit the
distributions in the appropriate customers' accounts and to transmit notices and
directions from Commercial Credit Company to their customers and from their
customers to Commercial Credit Company through the chain of intermediaries.
However, beneficial owners of book-entry securities may find it somewhat more
difficult to pledge their securities because of the lack of a physical
certificate, and may experience delays in receiving distributions on their
securities, since distributions will be initially made to DTC and must then
travel down the hierarchy of intermediaries to the beneficial owner's own
account with its securities intermediary.
A beneficial owner of book-entry securities will receive a paper
certificate registered in the owner's name only if:
- DTC is unwilling or unable to continue as depositary for the
security and Commercial Credit Company is unable to find a qualified
replacement for DTC within 90 days;
- at any time DTC ceases to be a clearing agency registered under the
Securities Exchange Act of 1934; or
7
<PAGE> 9
- Commercial Credit Company in its sole discretion decides to allow
some or all book-entry securities to be replaced by paper certificates
registered in the beneficial owner's name.
Paper certificates will be issued only in denominations of $1,000 and whole
multiples of $1,000. Paper certificates will be registered in the name or names
of the person or persons specified by DTC in a written instruction to the
registrar of the securities. DTC may base its written instruction upon
directions it receives from its participants.
In this prospectus, for book-entry securities, references to actions taken
by security holders will mean actions taken by DTC upon instructions from its
participants, and references to payments and notices of redemption to security
holders will mean payments and notices of redemption to DTC as the registered
holder of the securities for distribution to participants in accordance with
DTC's procedures.
DTC is a limited purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered under section 17A of the Securities Exchange Act of
1934. The rules applicable to DTC and its participants are on file with the SEC.
DTC's management is aware that some computer applications, systems, and the
like for processing dates that are dependent upon calendar dates, including
dates before, on, and after January 1, 2000, may encounter "Year 2000 problems."
DTC has informed its participants and other members of the financial community
that it has developed and is implementing a program so that its systems, as they
relate to the timely payment of distributions to securityholders, book-entry
deliveries, and settlement of trades within DTC, continue to function
appropriately. This program includes a technical assessment and a remediation
plan, each of which is complete. Additionally, DTC's plan includes a testing
phase, which is expected to be completed within appropriate time frames.
Neither Commercial Credit Company nor Citicorp will have any responsibility
or liability for any aspect of the records relating to, or payments made on
account of, beneficial ownership interests in the book-entry securities or for
maintaining, supervising or reviewing any records relating to the beneficial
ownership interests.
SAME-DAY SETTLEMENT AND PAYMENT
All payments of principal and interest on book-entry securities will be
made by Commercial Credit Company in immediately available U.S. dollars.
The outstanding securities are expected to trade in the same-day funds
settlement system of DTC until maturity, and, to the extent that secondary
market trading activity in the outstanding securities is effected through the
facilities of DTC, such trades will be settled in immediately available funds.
No assurance can be given as to the effect, if any, of settlement in immediately
available funds on trading activity in the outstanding securities.
NO REDEMPTION OR SINKING FUND
The outstanding securities are not redeemable by Commercial Credit Company
at any time prior to maturity and are not subject to any sinking fund or other
similar provision.
LIMITATIONS ON LIENS
Under the indenture, Commercial Credit Company may not allow any lien,
encumbrance or charge on its property. However, these limitations do not apply
to:
- liens incidental to the business of Commercial Credit Company or to the
ownership of its property, so long as the liens do not in the aggregate
materially detract from the value of Commercial Credit Company's property
or materially impair the use of its property in the operation of its
business;
- liens on property that exist at the time the property is acquired; and
8
<PAGE> 10
- liens created on property being constructed or acquired to secure a
portion of the cost or purchase price, so long as the liens cover only
fixed assets or other physical property and so long as the property is
not encumbered by more than two-thirds of the lesser of the cost or fair
value of the property.
In addition to the exceptions described above permitting the creation of certain
types of liens, Commercial Credit Company is permitted to create liens that in
the aggregate do not exceed 5% of its consolidated net worth at the end of its
most recent accounting period preceding the creation or assumption of the liens.
(SECTION 1005)
RESTRICTIONS ON MERGERS AND SALES OF ASSETS
Under the indenture, Commercial Credit Company may not merge with another
corporation or sell, lease, transfer or otherwise dispose of all or
substantially all its assets to another corporation unless:
- the successor corporation is organized and existing under the laws of the
United States or a State thereof or the District of Columbia and assumes
payment of the principal of and interest on the outstanding securities
and the performance and the observance of the indenture; and
- the successor corporation would not, immediately after a merger, or a
sale or conveyance, be in default in the performance of any covenant or
condition of the indenture. (SECTION 801)
RESTRICTIONS ON RELATED COMPANY TRANSACTIONS
Under the indenture, Commercial Credit Company may not, and may not permit
any subsidiary, directly or indirectly, to:
- acquire any assets from a Related Company, excluding the acquisition of
affiliate- related receivables or the making of investments in Related
Companies, if the acquisition, in any one transaction or series of
related transactions, is one in which the aggregate consideration to be
paid by Commercial Credit Company or a subsidiary will exceed $50
million. However, the acquisition may be made if Commercial Credit
Company has received a written opinion from an investment banking firm of
national reputation or an appraiser commercially experienced in the type
of assets to be acquired to the effect that the purchase price to be paid
by Commercial Credit Company or a subsidiary for the assets does not
exceed the fair market value of the assets or to the effect that the
purchase price is fair to Commercial Credit Company and the subsidiary
from a financial point of view; or
- invest in a Related Company unless, after the investment, the sum of the
aggregate outstanding investments in Related Companies owned by
Commercial Credit Company and any subsidiary does not exceed 10% of the
consolidated tangible net worth of Commercial Credit Company; or
- purchase an affiliate-related receivable unless, after the purchase, the
sum of the aggregate outstanding affiliate-related receivables owned by
Commercial Credit Company and any subsidiary does not exceed 5% of the
consolidated total assets of Commercial Credit Company;
unless both
- the provisions of any of the above clauses are met and
- the terms and conditions of the transaction are no more favorable to the
Related Company than the terms and conditions that the Related Company
could have obtained, taking into account all applicable factors including
the credit quality of the Related Company, from a company that was not
Commercial Credit Company or a subsidiary of Commercial Credit Company.
(SECTION 1008)
If an opinion of an investment banking firm or appraiser is required, the
investment banking firm or appraiser that provides the opinion will be selected
by Commercial Credit Company and may include a firm that is or was previously a
Related Company.
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<PAGE> 11
A "Related Company" is
- a person or entity that directly, or indirectly through one or more
intermediaries, controls Commercial Credit Company (a "Controlling
Person") or
- any person or entity, other than Commercial Credit Company or a
subsidiary of Commercial Credit Company, that is controlled by or is
under common control with a Controlling Person. As used in this
definition, the term "control" means possession, directly or indirectly,
of the power to direct or cause the direction of management or policies
of a person or entity, whether through the ownership of voting
securities, by contract or otherwise.
MODIFICATION AND WAIVER OF THE INDENTURE
Modifications of the indenture may be made by Commercial Credit Company and
the trustee with the consent of the holders of 66 2/3% in principal amount of
the outstanding securities of each series affected by the modifications. No such
modification may, without the consent of the holder of each outstanding security
so affected,
- extend the fixed maturity of the security,
- reduce the rate or extend the time of payment of interest on the
security,
- reduce the principal amount of the security, or
- reduce the percentage of outstanding securities referred to above whose
holders need to consent to the modification of the indenture, or for the
waiver of compliance with certain provisions of the indenture or for the
waiver of certain defaults. (SECTION 902)
Commercial Credit Company and the trustee may enter into supplemental
indentures without the consent of any holder of outstanding securities:
- to evidence a successor to Commercial Credit Company,
- to add to Commercial Credit Company's covenants or events of default,
- to permit or facilitate securities to be issued by book-entry or in
bearer form or relating to the place of payment,
- to provide for a successor trustee,
- to establish forms or terms of securities,
- to change or eliminate a provision not adversely affecting any interests
of holders of outstanding securities in any material respect or
- to cure an ambiguity or inconsistency. (SECTION 901)
The holders of 66 2/3% in principal amount of the outstanding securities of
any series may on behalf of the holders of all securities of that series waive
compliance by Commercial Credit Company with certain restrictive provisions of
the indenture. Any such waiver would relate only to that series of outstanding
securities. (SECTION 1007). The holders of a majority in principal amount of the
outstanding securities of any series may on behalf of the holders of all
securities of that series waive any past default under the indenture with
respect to securities of that series, except a default in the payment of the
principal of, or premium, if any, or interest, if any, on, any security of that
series or in respect of any provision that under the indenture cannot be
modified or amended without the consent of the holder of each outstanding
security of that series affected. (SECTION 513)
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<PAGE> 12
EVENTS OF DEFAULT
The following are events of default under the indenture with respect to
securities of any series:
- failure to pay principal of a security of that series at its maturity;
- failure to pay interest on a security of that series when due, continued
for 30 days;
- breach of any other covenant of Commercial Credit Company in the
indenture, continued for 60 days after notice of the breach from the
trustee or the holders of at least 25% in principal amount of the
outstanding securities of that series;
- a default under any bond, debenture, note or other evidence of
indebtedness for money borrowed by Commercial Credit Company greater than
$10,000,000 which results in acceleration of the maturity of such debt
and the acceleration is not rescinded within 10 business days after
notice to Commercial Credit Company of such default by the trustee or
notice to Commercial Credit Company and the trustee by holders of at
least 10% of the principal amount of the outstanding securities of that
series;
- events of bankruptcy, insolvency or reorganization; and
- any other event of default provided with respect to securities of that
series. (SECTION 501)
If an event of default with respect to outstanding securities of a series
occurs and is continuing, either the trustee or the holders of at least 25% in
principal amount of the outstanding securities of that series may declare the
principal amount of all securities of that series to be payable immediately.
However, at any time after a declaration of acceleration for securities of a
series, but before a judgment or decree based on such acceleration has been
obtained, the holders of a majority in principal amount of outstanding
securities of that series may, under certain circumstances, rescind the
acceleration. (SECTION 502). For information as to waiver of defaults, you
should refer to "Modification and Waiver of the Indenture" in the preceding
section of this prospectus.
Subject to the duty of the trustee during default to act with the required
standard of care, the trustee will be under no obligation to exercise any of its
rights or powers under the indenture at the request or direction of any of the
holders, unless the holders offer to the trustee reasonable indemnity. (SECTION
603). Subject to such provisions for indemnification of the trustee, the holders
of a majority in principal amount of the outstanding securities of any series
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the trustee, or exercising any trust or power
conferred on the trustee, with respect to the outstanding securities of that
series. (SECTION 512)
Commercial Credit Company will furnish to the trustee annually a statement
as to the performance by Commercial Credit Company of certain of its obligations
under the indenture and as to any default in such performance. (SECTION 1006)
DEFEASANCE
For some series, Commercial Credit Company:
- may be discharged from its obligations on the securities of the series
("defeasance and discharge"), or
- may cease to comply with the restrictive covenants ("covenant
defeasance") in Article Eight (Consolidation, Merger or Sale), Section
1005 (Limitations on Liens) and Section 1008 (Restrictions on Related
Company Transactions) of the indenture.
Any such omission will not be an event of default for the securities of the
series prior to the stated maturity of the securities, if Commercial Credit
Company irrevocably deposits with the trustee, in trust:
- U.S. dollars sufficient to pay the principal of and interest to stated
maturity on the securities of the series, or
- direct obligations of the U.S. government or obligations, the principal
of and interest on which are guaranteed by the U.S. government, that when
added to the amount of income to be accrued on such
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<PAGE> 13
obligations, would be sufficient to pay when due the principal of and
interest to stated maturity on the securities of the series.
Defeasance and discharge and covenant defeasance are conditioned upon Commercial
Credit Company's delivery of an opinion of counsel that the holders of the
securities of the series will have no federal income tax consequences as a
result of the deposit of the amounts described above. Upon defeasance and
discharge, the holders of the securities of the relevant series will no longer
be entitled to the benefits of the indenture, except for the purposes of
registration of transfer and exchange of the securities of the series and
replacement of lost, stolen or mutilated securities and may look only to the
deposited funds or obligations for payment. (SECTION 403)
However, under current federal income tax law, the defeasance and discharge
contemplated in the preceding paragraph would be treated as a taxable exchange
of the outstanding securities for an interest in the trust contemplated in the
preceding paragraph. As a consequence, each holder of the outstanding securities
would recognize gain or loss equal to the difference between the value of the
holder's interest in such a trust and the holder's tax basis for the securities
deemed exchanged. Thereafter, each holder would be required to include in income
his share of any income, gain and loss recognized by such a trust. Although a
holder could be subject to federal income tax on the deemed exchange of the
defeased outstanding securities for an interest in such a trust, such holder
would not receive any cash until the maturity of such outstanding securities
(except for current interest payments, if any).
Under current federal income tax law, covenant defeasances would not
similarly be treated as a taxable exchange of such securities. Prospective
investors are urged to consult their own tax advisors as to the specific
consequences of defeasances and discharges, including the applicability and
effect of tax laws other than the federal income tax law.
USE OF PROCEEDS
Neither Commercial Credit Company nor Citicorp will receive any of the
proceeds from the sale of the outstanding securities. All offers and sales of
outstanding securities pursuant to this prospectus will be for the accounts of
the broker-dealer affiliates of Commercial Credit Company and Citicorp in
connection with market-making transactions.
MARKET-MAKING ACTIVITIES
This prospectus may be used by broker-dealer affiliates of Commercial
Credit Company and Citicorp in connection with offers and sales of the
outstanding securities in market-making transactions at negotiated prices
related to prevailing market prices at the time of sale. Any broker-dealer
affiliate of Commercial Credit Company and Citicorp may act as principal or
agent in such transactions. No broker-dealer affiliate of Commercial Credit
Company and Citicorp has any obligation to make a market in any of the
outstanding securities and any broker-dealer affiliate may discontinue its
market-making activities at any time without notice, at its sole discretion.
Each of the broker-dealer affiliates of Commercial Credit Company and
Citicorp is a member of the National Association of Securities Dealers, Inc. and
may participate in distributions of the outstanding securities. Accordingly, the
participation of any such entity in the offerings of outstanding securities will
conform with the requirements set forth in Rule 2720 of the Conduct Rules of the
NASD.
ERISA MATTERS
By virtue of Commercial Credit Company's and Citicorp's affiliation with
certain of their subsidiaries and certain subsidiaries of Citigroup, including
insurance company subsidiaries and Salomon Smith Barney Inc., that provide
services to many employee benefit plans, including investment advisory and asset
management services, Commercial Credit Company, Citicorp, Citigroup and any
direct or indirect subsidiary of any of them may each be considered a "party in
interest" within the meaning of the Employee Retirement Income Security Act of
1974 and a "disqualified person" under corresponding provisions of the Internal
Revenue Code
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<PAGE> 14
of 1986 with respect to such employee benefit plans. "Prohibited transactions"
within the meaning of ERISA and the Internal Revenue Code may result if
outstanding securities are acquired by an employee benefit plan with respect to
which Commercial Credit Company, Citicorp, Citigroup or any direct or indirect
subsidiary of any is a party in interest, unless the outstanding securities are
acquired pursuant to an applicable exemption. Any employee benefit plan or other
entity subject to such provisions of ERISA or the Internal Revenue Code
proposing to acquire outstanding securities should consult with its legal
counsel.
EXPERTS
The consolidated financial statements of Citicorp as of December 31, 1998
and 1997, and for each of the years in the three-year period ended December 31,
1998, included in Citicorp's Annual Report on Form 10-K for the year ended
December 31, 1998, have been incorporated by reference herein, in reliance upon
the report (also incorporated by reference herein) of KPMG LLP, independent
certified public accountants, and upon the authority of KPMG LLP as experts in
accounting and auditing.
The consolidated financial statements of Commercial Credit Company as of
December 31, 1998 and 1997, and for each of the years in the three-year period
ended December 31, 1998, included in Commercial Credit Company's Annual Report
on Form 10-K for the year ended December 31, 1998, have been incorporated by
reference herein, in reliance upon the report (also incorporated by reference
herein) of KPMG LLP, independent certified public accountants, and upon the
authority of KPMG LLP as experts in accounting and auditing.
LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed
upon for Commercial Credit Company and Citicorp by Stephanie B. Mudick, Esq.,
General Counsel -- Corporate Law and an Assistant Secretary of Citigroup, 153
East 53rd Street, New York, New York 10043. Ms. Mudick beneficially owns, or has
rights to acquire under Citigroup's employee benefit plans, an aggregate of less
than 1% of Citigroup's common stock.
WHERE YOU CAN FIND MORE INFORMATION
As required by the Securities Act of 1933, Citicorp and Commercial Credit
Company jointly filed a registration statement (No. 333- ) relating to the
securities offered by this prospectus with the Securities and Exchange
Commission. This prospectus is a part of that registration statement, which
includes additional information.
Citicorp and Commercial Credit Company separately file annual, quarterly
and current reports, proxy statements and other information with the SEC. You
may read and copy any materials Citicorp or Commercial Credit Company files with
the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the Public Reference Room. The SEC maintains an
Internet site that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the SEC. The address
of the SEC's web site is http://www.sec.gov.
The SEC allows each of Citicorp and Commercial Credit Company to
"incorporate by reference" the information each of them files with the SEC,
which means that each of them can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus. Information that each of Citicorp and
Commercial Credit Company files later with the SEC will automatically update
information in this prospectus. In all cases, you should rely on the later
information over different information included in this prospectus.
Citicorp incorporates by reference the documents listed below:
(a) Annual Report on Form 10-K for the year ended December 31, 1998;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999; and
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<PAGE> 15
(c) Current Reports on Form 8-K dated January 27, 1999, April 19, 1999 and
July 19, 1999.
Commercial Credit Company incorporates by reference the documents listed
below:
(a) Annual Report on Form 10-K for the year ended December 31, 1998;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999; and
(c) Current Report on Form 8-K dated July 26, 1999.
All documents that each of Citicorp and Commercial Credit Company files
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 after the date of this prospectus and before the date all broker-dealer
affiliates of Citicorp and Commercial Credit Company, including Salomon Smith
Barney, stop offering securities pursuant to this prospectus shall be
incorporated by reference in this prospectus from the date of filing of such
documents.
You may request a copy of the Citicorp filings and the Commercial Credit
Company filings, at no cost, by writing or telephoning Citicorp or Commercial
Credit Company at the following addresses:
<TABLE>
<S> <C>
Citicorp Commercial Credit Company
Treasurer Corporate Communications
399 Park Avenue and Investor Relations
New York, NY 10043 300 St. Paul Place
212-559-1000 Baltimore, Maryland 21202
410-332-3000
</TABLE>
You should rely only on the information provided in this prospectus, as
well as the information incorporated by reference. Neither Citicorp nor
Commercial Credit Company nor any broker-dealer affiliate of either has
authorized anyone to provide you with different information. You should not
assume that the information in this prospectus or any documents incorporated by
reference is accurate as of any date other than the date on the front of the
applicable document.
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<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses payable by Citicorp and
Commercial Credit Company in connection with the securities being registered.
All of the fees set forth below are estimates.
<TABLE>
<S> <C>
Trustees' Fees and Expenses................................. $10,000
Printing Fees and Expenses.................................. 30,000
Accounting Fees and Expenses................................ 22,000
Legal Fees and Expenses..................................... 2,000
Miscellaneous............................................... 6,000
-------
Total Fees and Expenses........................... $70,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the Delaware General Corporation Law (The
"DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section (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 in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudges 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 of Chancery or such other 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)
of Section 145, or in 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; that indemnification provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs executors and administrators; and
that indemnification and advancement of expenses provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled; and empowers the
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corporation to purchase and maintain insurance on behalf of a director or
officer of the corporation, among others, against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts of omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from
which the director derived an improper personal benefit.
The Restated Certificate of Incorporation, as amended, of Citicorp
provides, in effect, that, to the extent and under the circumstances permitted
by subsections (a) and (b) of Section 145, Citicorp (i) shall indemnify any
person who was or is a party or is threatened to be made a party to any action,
suit or proceeding described in subsections (a) and (b) of Section 145 by reason
of the fact that he is or was a director or officer of Citicorp against
expenses, judgments, fines and amounts paid in settlement, and (ii) may
indemnify any person who was or is a party or is threatened to be made a party
to any such action, suit or proceeding if such person was an employee or agent
of Citicorp and is or was serving at the request of Citicorp as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. Such Restated Certificate of Incorporation also
provides, in effect, that expenses incurred by a director or officer in
defending a civil or criminal action, suit or proceeding shall be paid by
Citicorp in advance of the final disposition thereof upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
it shall ultimately be determined that such director or officer is not entitled
to be indemnified by Citicorp. In addition, as permitted by Section 145 of the
DGCL, Citicorp maintains liability insurance covering directors and principal
officers.
Subsection (4) to Article FIFTH of Commercial Credit Company's Restated
Certificate of Incorporation states that:
"The Corporation shall indemnify to the full extent authorized or
permitted by law any person made, or threatened to be made, a party to any
action or proceeding (whether civil or criminal or otherwise) by reason of
the fact that he, his testator or intestate, is or was a director or
officer of the Corporation or by reason of the fact that such director or
officer, at the request of the Corporation, is or was serving any other
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, in any capacity. Nothing contained herein shall affect
any rights to indemnification to which employees other than directors and
officers may be entitled by law. No director shall be personally liable to
the Corporation or its stockholders for monetary damages for any breach of
fiduciary duty by such director as a director. Notwithstanding the
foregoing sentence, a director shall be liable to the extent provided by
applicable law (i) for breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the Delaware General Corporation law
or (iv) for any transaction from which the director derived an improper
personal benefit. No amendment to or repeal of this Subsection (4) to
Article FIFTH shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment."
Section 5 of Article III of Commercial Credit Company's By-laws further
provides:
"Each director, whether or not then in office, shall be indemnified by
the Corporation against all costs and expenses reasonably incurred by or
imposed upon him in connection with or resulting from any action, suit or
proceeding to which he may be made a party by reason of his being or having
been a director of the Corporation or of any other company which he serves
as a director at the request of the Corporation, except in relation to
matters as to which a recovery shall be had against him by reason of his
having been finally adjudged in such action, suit or proceeding to have
been derelict in the performance of
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<PAGE> 18
his duty as such director, and the foregoing right of indemnification shall
not be exclusive of other rights to which he may be entitled as a matter of
law."
Citigroup Inc., the ultimate parent of Citicorp, also provides liability
insurance for its directors and officers and the directors and officers of its
subsidiaries, including Citicorp and Commercial Credit Company, against loss
from claims made against directors and officers in their capacity as such,
including, subject to certain exceptions, liabilities under the federal
securities laws.
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
4.1 Indenture, dated as of December 1, 1986, between Commercial
Credit Company and Citibank, N.A., as Trustee, relating to
Debt Securities, incorporated by reference to Exhibit 4.01
to Commercial Credit Company's Current Report on Form 8-K
dated January 19, 1987 (File No. 1-6594).
4.2 First Supplemental Indenture, dated as of June 13, 1990,
between Commercial Credit Company and Citibank, N.A., as
Trustee, incorporated by reference to Exhibit 1 to
Commercial Credit Company's Current Report on Form 8-K dated
June 13, 1990 (File No. 1-6594).
4.3 Form of Second Supplemental Indenture among Commercial
Credit Company, Citicorp, as Guarantor, and The First
National Bank of Chicago, as Successor Trustee.
*5.1 Opinion of Stephanie B. Mudick, Esq.
12.1 Computation of Ratio of Earnings to Fixed Charges,
incorporated by reference to Exhibit 12.01 to Commercial
Credit Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998 (File No. 1-6594) and to
Exhibit 12.01 to Commercial Credit Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31,
1999 (File No. 1-6594).
12.2 Computation of Ratio of Income to Fixed Charges,
incorporated by reference to Exhibit 12.01 to Citicorp's
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1999 (File No. 1-5738).
23.1 Consent of KPMG LLP, Independent Certified Public
Accountants, to the Board of Directors of Commercial Credit
Company.
23.2 Consent of KPMG LLP, Independent Certified Public
Accountants, to the Board of Directors of Citicorp.
*23.3 Consent of Stephanie B. Mudick, Esq. (included in Exhibit
5.1).
24.1 Powers of Attorney of certain officers and directors of
Citicorp.
</TABLE>
- ---------------
* To be filed by pre-effective amendment.
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 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.
(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.
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(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrants' annual reports pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrants pursuant to the provisions described under Item 15 above, or
otherwise, the registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by either or both of the registrants of expenses incurred or paid by
a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrants will, unless in the opinion of their respective counsel that matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Citicorp hereby
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, this 26th
day of July, 1999.
CITICORP
By: /s/ HEIDI G. MILLER
------------------------------------
Heidi G. Miller
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities indicated on this 26th day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* Chairman (Principal Executive Officer) and
- --------------------------------------------------- Director
John S. Reed
/s/ HEIDI G. MILLER Chief Financial Officer (Principal Financial
- --------------------------------------------------- Officer)
Heidi G. Miller
/s/ ROGER W. TRUPIN Vice President and Controller (Principal
- --------------------------------------------------- Accounting Officer)
Roger W. Trupin
*
- --------------------------------------------------- Director
Paul J. Collins
*
- --------------------------------------------------- Director
Robert I. Lipp
*
- --------------------------------------------------- Director
Victor J. Menezes
*
- --------------------------------------------------- Director
William R. Rhodes
*
- --------------------------------------------------- Director
H. Onno Ruding
*By: /s/ HEIDI G. MILLER
----------------------------------------------
Heidi G. Miller
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Commercial
Credit Company hereby certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, this 26th day of July, 1999.
COMMERCIAL CREDIT COMPANY
By: /s/ MARJORIE MAGNER
------------------------------------
Marjorie Magner
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities indicated on this 26th day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
/s/ MARJORIE MAGNER President and Chief Executive Officer
- --------------------------------------------------- (Principal Executive Officer) and Director
Marjorie Magner
/s/ RAYMOND L. FISCHER, JR. Executive Vice President and Chief Financial
- --------------------------------------------------- Officer
Raymond L. Fischer, Jr. (Principal Financial Officer)
/s/ IRWIN ETTINGER Executive Vice President and Chief Accounting
- --------------------------------------------------- Officer
Irwin Ettinger (Principal Accounting Officer) and Director
/s/ ROBERT B. WILLUMSTAD Chairman of the Board and Director
- ---------------------------------------------------
Robert B. Willumstad
/s/ ROBERT I. LIPP Director
- ---------------------------------------------------
Robert I. Lipp
</TABLE>
II-6
<PAGE> 22
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<C> <S>
4.1 Indenture, dated as of December 1, 1986, between Commercial
Credit Company and Citibank, N.A., as Trustee, relating to
Debt Securities, incorporated by reference to Exhibit 4.01
to Commercial Credit Company's Current Report on Form 8-K
dated January 19, 1987 (File No. 1-6594).
4.2 First Supplemental Indenture, dated as of June 13, 1990,
between Commercial Credit Company and Citibank, N.A., as
Trustee, incorporated by reference to Exhibit 1 to
Commercial Credit Company's Current Report on Form 8-K dated
June 13, 1990 (File No. 1-6594).
4.3 Form of Second Supplemental Indenture among Commercial
Credit Company, Citicorp, as Guarantor, and The First
National Bank of Chicago, as Successor Trustee.
*5.1 Opinion of Stephanie B. Mudick, Esq.
12.1 Computation of Ratio of Earnings to Fixed Charges,
incorporated by reference to Exhibit 12.01 to Commercial
Credit Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998 (File No. 1-6594) and to
Exhibit 12.01 to Commercial Credit Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31,
1999 (File No. 1-6594).
12.2 Computation of Ratio of Income to Fixed Charges,
incorporated by reference to Exhibit 12.01 to Citicorp's
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1999 (File No. 1-5738).
23.1 Consent of KPMG LLP, Independent Certified Public
Accountants, to the Board of Directors of Commercial Credit
Company.
23.2 Consent of KPMG LLP, Independent Certified Public
Accountants, to the Board of Directors of Citicorp.
*23.3 Consent of Stephanie B. Mudick, Esq. (included in Exhibit
5.1).
24.1 Powers of Attorney of certain officers and directors of
Citicorp.
</TABLE>
- ---------------
* To be filed by pre-effective amendment.
<PAGE> 1
EXHIBIT 4.3
COMMERCIAL CREDIT COMPANY,
CITICORP,
AS GUARANTOR
AND
THE FIRST NATIONAL BANK OF CHICAGO,
AS SUCCESSOR TRUSTEE
Second Supplemental Indenture
Dated as of _______, 1999
to Indenture
Dated as of December 1, 1986
<PAGE> 2
THIS SECOND SUPPLEMENTAL INDENTURE dated as of ________, 1999 (the
"Second Supplemental Indenture"), by and among Commercial Credit Company, a
corporation organized and existing under the laws of the State of Delaware
("CCC"), Citicorp, a corporation organized and existing under the laws of the
State of Delaware, as guarantor, and The First National Bank of Chicago, a
national banking association, having its principal office in _____________, as
successor trustee (the "Trustee");
WHEREAS, CCC has heretofore executed and delivered to the Trustee (i)
an indenture dated as of December 1, 1986 (the "Original Indenture"), providing
for the issuance by CCC from time to time of its senior debt securities and (ii)
a first supplemental indenture to the Original Indenture dated as of June 13,
1990 (the "First Supplemental Indenture," and the Original Indenture, as
supplemented by the First Supplemental Indenture, the "Indenture");
WHEREAS, on the date hereof, CCC will become an indirect wholly owned
subsidiary of Citicorp;
WHEREAS, CCC currently has issued and outstanding $6.05 billion of debt
securities (the "Notes") under the Indenture; and
WHEREAS, as long as CCC remains an indirect wholly owned subsidiary of
Citicorp and the Notes remain outstanding, Citicorp desires to fully and
unconditionally guarantee the payment obligations of CCC with respect to the
Notes;
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH: That in
order to effectuate the guarantee described in the preceding paragraph, Citicorp
agrees with the Trustee, for the equal and proportionate benefit of the
respective Holders from time to time of the Notes (the "Holders"), as follows:
ARTICLE ONE
Guarantee
Citicorp does hereby fully and unconditionally guarantee (the
"Guarantee") to the Holders the due and punctual payment of the principal of and
interest on all the Notes, according to their tenor, and the performance of
every covenant of the Indenture on the part of CCC to be performed or observed
(the "Obligations") in accordance with the provisions of the Indenture, as
supplemented, as provided below:
(a) Notice of acceptance of the Guarantee and of default of
performance by CCC is expressly waived, and payment under the
Guarantee shall be subject to no condition other than the
giving of a written request for payment in accordance with the
provisions of the Indenture, stating the fact of default of
performance, mailed to Citicorp at the following address:
Citicorp, Office of Corporate Finance, 153 East 53rd Street,
6th Floor, New York, New York 10043, Attention: Gregory C.
EhIke, Vice President.
(b) The obligations of Citicorp under the Guarantee shall in no
way be impaired by: (1) any extension, amendment, modification
or renewal of the Obligations; (2) any waiver of any event of
default, extension of time or failure to enforce any of the
Obligations; or (3) any extension, moratorium or other relief
granted to CCC pursuant to any applicable law or statute.
(c) The Guarantee shall be irrevocably valid until, and no claim
may be asserted under the Guarantee after, the earliest to
occur of: (1) the fifth business day following the maturity
date of all the Notes, either upon their respective stated
maturities, redemption or otherwise; (2) the date on which CCC
ceases to be a wholly owned subsidiary of Citicorp, as set
forth in an Officer's Certificate of Citicorp delivered to the
Trustee; and (3) the date on which Citicorp
<PAGE> 3
ceases to be a reporting company under the Securities Exchange
Act of 1934, as amended, as set forth in an Officer's
Certificate of Citicorp delivered to the Trustee.
(d) Citicorp shall be obligated to make payment under the
Guarantee only by payment to the Trustee, for the benefit of
the Holders, at the same address as CCC is obligated to make
payment, provided that such address must be in the United
States.
(e) Citicorp shall have no obligation to make payment or take
action under the Guarantee during any period when payment by
CCC, in accordance with the provisions of the Indenture, would
constitute a violation of any applicable laws (other than
bankruptcy, liquidation, reorganization or similar laws
affecting the enforcement of the rights of creditors
generally).
(f) For purposes of delivering any reports required by the
Indenture concerning the obligor on the Notes, so long as the
Guarantee is in effect, such reports shall pertain to
Citicorp.
(g) Citicorp may assign its obligations under the Guarantee to any
of its affiliates, upon providing written notice of such
assignment to the Trustee, whereupon such assignee shall be
substituted in lieu of Citicorp with respect to the
performance of the Obligations theretofore to be performed by
Citicorp as described in this Article One.
ARTICLE TWO
Miscellaneous Provisions
SECTION 2.1 Execution as Supplemental Indenture. This Second
Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Indenture and, as provided in the Original Indenture, this
Second Supplemental Indenture forms a part thereof. Except as herein expressly
otherwise defined, the use of the terms and expressions herein is in accordance
with the definitions, uses and constructions contained in the Original
Indenture. Except as expressly amended hereby, the Indenture shall continue in
full force and effect in accordance with the provisions thereof and the
Indenture is in all respects hereby ratified and confirmed.
SECTION 2.2 Responsibility for Recitals, etc. The recitals herein and
in the Notes (except in the Trustee's certificate of authentication) shall be
taken as the statements of CCC, and the Trustee assumes no responsibility for
the correctness thereof. The Trustee makes no representations as to the validity
or sufficiency of this Second Supplemental Indenture or of the Notes. The
Trustee makes no undertakings or representations in respect of, and shall not be
responsible in any manner whatsoever for and in respect of, the validity or
sufficiency of this Second Supplemental Indenture or the proper authorization or
the due execution hereof by CCC or for or in respect of the recitals and
statements contained herein, all of which recitals and statements are made
solely by CCC.
SECTION 2.3 Provisions Binding on CCC's Successors. All of the
covenants, stipulations, premises and agreements made in this Second
Supplemental Indenture by CCC and Citicorp shall bind their respective
successors and assigns whether so expressed or not.
SECTION 2.4 New York Contract. This Second Supplemental Indenture shall
be deemed to be a contract made under the laws of the State of New York and for
all purposes shall be construed in accordance with the laws of said State.
SECTION 2.5 Execution and Counterparts. This Second Supplemental
Indenture may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
<PAGE> 4
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.
COMMERCIAL CREDIT COMPANY
By:________________________
Name:
Title:
ATTEST:
By:_______________________________
Name:
Title:
CITICORP, as Guarantor
By:________________________
Name:
Title:
ATTEST:
By:_______________________________
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO, as
Successor Trustee
By:________________________
Name:
Title:
ATTEST:
By:_______________________________
Name:
Title:
<PAGE> 5
STATE OF New York )
) ss.:
COUNTY OF New York )
On this ____ day of _______, 1999 before me personally came _________,
to me personally known, who, being by me duly sworn, did depose and say that
[s]he resides in ____________________, that [s]he is a[n] _____________________
of Commercial Credit Company, one of the corporations described in and which
executed the above instrument, that [s]he knows the corporate seal of said
corporation, that the seal affixed to said instrument is such corporate seal,
that it was so affixed by authority of the Board of Directors of said
corporation, and that [s]he signed his/her name thereto by like authority.
[NOTARIAL SEAL]
_________________________________
Notary Public
STATE OF New York )
) ss.:
COUNTY OF New York )
On this ____ day of _______, 1999 before me personally came _________,
to me personally known, who, being by me duly sworn, did depose and say that
[s]he resides in ____________________, that [s]he is a[n] _____________________
of Citicorp, one of the corporations described in and which executed the above
instrument, that [s]he knows the corporate seal of said corporation, that the
seal affixed to said instrument is such corporate seal, that it was so affixed
by authority of the Board of Directors of said corporation, and that [s]he
signed his/her name thereto by like authority.
[NOTARIAL SEAL]
_________________________________
Notary Public
STATE OF New York )
) ss.:
COUNTY OF New York )
On this ____ day of _______, 1999 before me personally came _________,
to me personally known, who, being by me duly sworn, did depose and say that
[s]he resides in ____________________, that [s]he is a[n] _____________________
of The First National Bank of Chicago, one of the corporations described in and
which executed the above instrument, that [s]he knows the corporate seal of said
corporation, that the seal affixed to said instrument is such corporate seal,
that it was so affixed by authority of the Board of Directors of said
corporation, and that [s]he signed his/her name thereto by like authority.
[NOTARIAL SEAL]
_________________________________
Notary Public
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholder
Commercial Credit Company:
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 ("Registration Statement") of Citicorp and Commercial
Credit Company of our report dated January 25, 1999, relating to the financial
position of Commercial Credit Company and subsidiaries as of December 31, 1998
and 1997, and the results of their operations, and their cash flows for each of
the years in the three-year period ended December 31, 1998, which report is
included in the 1998 Annual Report on Form 10-K of Commercial Credit Company and
to the reference to our firm under the heading "Experts" in the Registration
Statement.
/s/ KPMG LLP
Baltimore, Maryland
July 26, 1999
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Citicorp:
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 ("Registration Statement") of Citicorp and Commercial
Credit Company of our report dated January 25, 1999, relating to the
consolidated balance sheets of Citicorp and subsidiaries as of December 31, 1998
and 1997, and the related consolidated statements of income, changes in
stockholder's equity, and cash flows for each of the years in the three-year
period ended December 31, 1998, and the related consolidated balance sheets of
Citibank, N.A. and subsidiaries as of December 31, 1998 and 1997, which report
is included in the 1998 Annual Report on Form 10-K of Citicorp and to the
reference to our firm under the heading "Experts" in the Registration Statement.
/s/ KPMG LLP
New York, New York
July 26, 1999
<PAGE> 1
Exhibit 24.1
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 and execute registration statements, prospectuses, offering
circulars 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 connection with the registration, issuance,
offer or sale of bank deposits, debt securities or other obligations issued or
guaranteed by Citicorp and/or Citibank, N.A.; and in connection with any
reporting requirements of any jurisdiction outside of the United States of
America with respect thereto, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as Director and/or Officer of Citicorp and/or
Citibank, N.A. to any and all registration statements, prospectuses, offering
circulars, instruments, advertisements, reports and documents required to be
filed by any such jurisdiction; 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: July 26, 1999.
/s/ John S. Reed
-----------------------------------
Name: John S. Reed
Title: Director and Chairman
<PAGE> 2
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 and execute registration statements, prospectuses, offering
circulars 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 connection with the registration, issuance,
offer or sale of bank deposits, debt securities or other obligations issued or
guaranteed by Citicorp and/or Citibank, N.A.; and in connection with any
reporting requirements of any jurisdiction outside of the United States of
America with respect thereto, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as Director and/or Officer of Citicorp and/or
Citibank, N.A. to any and all registration statements, prospectuses, offering
circulars, instruments, advertisements, reports and documents required to be
filed by any such jurisdiction; 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: July 26, 1999.
/s/ William R. Rhodes
-----------------------------------
Name: William R. Rhodes
Title: Director
<PAGE> 3
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 and execute registration statements, prospectuses, offering
circulars 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 connection with the registration, issuance,
offer or sale of bank deposits, debt securities or other obligations issued or
guaranteed by Citicorp and/or Citibank, N.A.; and in connection with any
reporting requirements of any jurisdiction outside of the United States of
America with respect thereto, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as Director and/or Officer of Citicorp and/or
Citibank, N.A. to any and all registration statements, prospectuses, offering
circulars, instruments, advertisements, reports and documents required to be
filed by any such jurisdiction; 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: July 26, 1999.
/s/ H. Onno Ruding
-----------------------------------
Name: H. Onno Ruding
Title: Director
<PAGE> 4
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 and execute registration statements, prospectuses, offering
circulars 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 connection with the registration, issuance,
offer or sale of bank deposits, debt securities or other obligations issued or
guaranteed by Citicorp and/or Citibank, N.A.; and in connection with any
reporting requirements of any jurisdiction outside of the United States of
America with respect thereto, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as Director and/or Officer of Citicorp and/or
Citibank, N.A. to any and all registration statements, prospectuses, offering
circulars, instruments, advertisements, reports and documents required to be
filed by any such jurisdiction; 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: July 26, 1999.
/s/ Robert I. Lipp
-----------------------------------
Name: Robert I. Lipp
Title: Director
<PAGE> 5
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 and execute registration statements, prospectuses, offering
circulars 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 connection with the registration, issuance,
offer or sale of bank deposits, debt securities or other obligations issued or
guaranteed by Citicorp and/or Citibank, N.A.; and in connection with any
reporting requirements of any jurisdiction outside of the United States of
America with respect thereto, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as Director and/or Officer of Citicorp and/or
Citibank, N.A. to any and all registration statements, prospectuses, offering
circulars, instruments, advertisements, reports and documents required to be
filed by any such jurisdiction; 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: July 26, 1999.
/s/ Victor J. Menezes
-----------------------------------
Name: Victor J. Menezes
Title: Director
<PAGE> 6
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 and execute registration statements, prospectuses, offering
circulars 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 connection with the registration, issuance,
offer or sale of bank deposits, debt securities or other obligations issued or
guaranteed by Citicorp and/or Citibank, N.A.; and in connection with any
reporting requirements of any jurisdiction outside of the United States of
America with respect thereto, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as Director and/or Officer of Citicorp and/or
Citibank, N.A. to any and all registration statements, prospectuses, offering
circulars, instruments, advertisements, reports and documents required to be
filed by any such jurisdiction; 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: July 26, 1999.
/s/ Paul J. Collins
-----------------------------------
Name: Paul J. Collins
Title: Director
