As filed with the Securities and Exchange Commission on April 30, 1997
Registration No. 33-66222
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Post-Effective Amendment No. 2
To
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CITICORP MORTGAGE SECURITIES, INC.
(Packager)
(Issuer in respect of the Certificates)
(Exact name of registrant as specified in its charter)
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909 Third Avenue
New York, New York 10043
Delaware (212) 559-6727 13-3408717
(State or other (Address, including zip code, (I.R.S. Employer
jurisdiction of and telephone number, including Identification Number)
incorporation or area code,of registrant's
organization) principal executive offices)
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CITICORP
(Guarantor)
(Issuer in respect of the Guaranty)
(Exact name of registrant as specified in its charter)
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399 Park Avenue
New York, New York 10043
Delaware (212) 559-1000 13-2614988
(State or other (Address, including zip code, (I.R.S. Employer
jurisdiction of and telephone number, including Identification Number)
incorporation or area code,of registrant's
organization) principal executive offices)
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
CITIBANK, FEDERAL CITICORP MORTGAGE, INC. CITIBANK, N.A.
SAVINGS BANK
(Issuers in respect of CitiMortgageCertificates)
(Exact names of registrants as specified in their governing instruments)
United States of United States of
America 94-0472650 Delaware 13-2999081 America 13-5266470
(State or other (State or other (State or other
jurisdiction of (I.R.S. Employer jurisdiction of (I.R.S. Employer jurisdiction of (I.R.S. Employer
incorporation or Identification incorporation or Identification incorporation or Identification
organization) Number) organization) Number) organization) Number)
One Sansome Street 750 Washington Boulevard 399 Park Avenue
San Francisco, California 94104 Stamford, Connecticut 06091 New York, New York 10043
(415) 627-6000 (800) 285-3000 (212) 559-1000
(Address, including zip code, (Address, including zip code, (Address, including zip code,
and telephone number, including and telephone number, including and telephone number, including
area code,of registrant's area code,of registrant's area code,of registrant's
principal executive offices) principal executive offices) principal executive offices)
</TABLE>
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STEPHEN E. DIETZ
ASSOCIATE GENERAL COUNSEL
Citibank, N.A.
425 Park Avenue
New York, New York 10043
(212) 559-3430
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public: From
time to time on or after the effective date of this Registration Statement, as
determined by market conditions.
If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box.|_|
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box.|X|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration number of the earlier
effective registration statement for the same offering.|_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration number of the earlier registration statement for the same
offering.|_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.|_|
<PAGE>
EXPLANATORY NOTE
Post-Effective Amendment No. 1 to this Registration Statement
contained two REMIC Pass-Through Certificate Prospectus relating to public
offerings from time to time by Citicorp Mortgage Securities, Inc. of
pass-through certificates, one of which includes mortgage loans purchased from
CitiMae and its affiliates and one which does not include such mortgage loans,
together with certain separate pages of a REMIC Pass-Through Certificates
Prospectus (the "MBIA Prospectus") to be used in connection with offers and
sales of pass-through certificates where credit support is provided in the form
of a financial guaranty insurance policy issued by MBIA Insurance Corporation
and a REMIC Pass-Through Certificate Prospectus (the "FSA Prospectus") to be
used in connection with offers and sales of pass-through certificates where
credit support is provided in the form of a financial guaranty insurance policy
issued by Financial Security Assurance Inc. Following this Explanatory Note are
the alternate pages of the MBIA Prospectus and the FSA Prospectus, revised to
reflect incorporation by reference of the 1996 annual financial information of
such entities. All other pages of the REMIC Pass-Through Certificates
Prospectuses are also to be used for the MBIA Prospectus and the FSA Prospectus.
1
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[Alternate Page]
Affiliates of the Issuer may act as agents or underwriters in
connection with the sale of a Series of Certificates. Any affiliate of the
Issuer so acting will be named, and its affiliation with the Issuer and Citicorp
described, in the Prospectus Supplement with respect to such Series.
The Issuer anticipates that the Certificates will be sold primarily to
institutional investors. Purchasers of Certificates, including dealers, may,
depending on the facts and circumstances of such purchases, be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 in connection
with re-offers and sales by them of Certificates. Certificateholders should
consult with their legal advisors in this regard prior to any such re-offer or
sale.
EXPERTS
Consolidated financial statements of Citicorp and subsidiaries
included in Citicorp's Annual Report and Form 10-K for 1996 have been
incorporated herein by reference in reliance upon the report set forth therein
of KPMG Peat Marwick LLP, independent certified public accountants, and upon the
authority of said firm as experts in accounting and auditing. The report of KPMG
Peat Marwick LLP covering the December 31, 1996 financial statements refers to
the fact that in 1994 Citicorp adopted Statement of Financial Accounting
Standards ("SFAS") No. 112, "Employers' Accounting for Postemployment Benefits",
and SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities".
The consolidated balance sheets of MBIA Insurance Corporation and
Subsidiaries as of December 31, 1996 and 1995 and the related consolidated
statements of income, changes in shareholder's equity, and cash flows for each
of the three years in the period ended December 31, 1996, incorporated by
reference in this Prospectus, have been incorporated herein in reliance on the
report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
68
<PAGE>
[Alternate Page]
Affiliates of the Issuer may act as agents or underwriters in
connection with the sale of a Series of Certificates. Any affiliate of the
Issuer so acting will be named, and its affiliation with the Issuer and Citicorp
described, in the Prospectus Supplement with respect to such Series.
The Issuer anticipates that the Certificates will be sold primarily to
institutional investors. Purchasers of Certificates, including dealers, may,
depending on the facts and circumstances of such purchases, be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 in connection
with re-offers and sales by them of Certificates. Certificateholders should
consult with their legal advisors in this regard prior to any such re-offer or
sale.
EXPERTS
Consolidated financial statements of Citicorp and subsidiaries
included in Citicorp's Annual Report and Form 10-K for 1996 have been
incorporated herein by reference in reliance upon the report set forth therein
of KPMG Peat Marwick LLP, independent certified public accountants, and upon the
authority of said firm as experts in accounting and auditing. The report of KPMG
Peat Marwick LLP covering the December 31, 1996 financial statements refers to
the fact that in 1994 Citicorp adopted Statement of Financial Accounting
Standards ("SFAS") No. 112, "Employers' Accounting for Postemployment Benefits",
and SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities".
The consolidated balance sheets of Financial Security Assurance Inc.
and Subsidiaries as of December 31, 1996 and 1995 and the related consolidated
statements of income, changes in shareholder's equity, and cash flows for each
of the three years in the period ended December 31, 1996, incorporated by
reference in this Prospectus, have been incorporated herein in reliance on the
report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
68
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an itemized list of the estimated expenses to be
incurred in connection with the offering of the Certificates other than
underwriting discounts and commissions.
SEC filing fee................................................. $1,250,000
Printing and engraving expenses................................ 1,500,000*
Accounting fees and expenses................................... 900,000*
Legal fees and expenses........................................ 350,000*
Trustee fees and expenses...................................... 350,000*
Rating agency fees............................................. 1,000,000*
Miscellaneous.................................................. 150,000*
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Total.................................................... $5,500,000
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* Estimated.
Item 15. Indemnification of Directors and Officers.
a. Citicorp Indemnification. Subsection (a) of Section 145 of the General
Corporation Law of Delaware empowers a corporation to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, 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 cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification may be made
in respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine that despite the adjudication of liability such
<PAGE>
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
Section 145 further provides that to the extent a director, officer,
employee or agent of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) or in the
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification 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 corporation to purchase and maintain insurance on
behalf of a director, officer, employee or agent of the corporation against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation would have the
power to indemnify him against such liabilities under Section 145.
The Certificate of Incorporation of Citicorp provides, in effect, that
to the extent and under the circumstances permitted by subsections (a) and (b)
of Section 145 of the General Corporation Law of the State of Delaware, Citicorp
(i) shall indemnify any person who was or is a party or is threatened to be made
a party to any action, suit or proceeding described in subsections (a) and (b)
by reason of the fact that he is or was a director or officer of Citicorp
against expenses, judgments, fines and amounts paid in settlement, and (ii) may
indemnify any person who was or is a party or is threatened to be made a party
to any such action, suit or proceeding if such person was an employee or agent
of Citicorp, and is or was serving at the request of Citicorp as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise.
b. CFSB Indemnification. Under Office of Thrift Supervision (the "OTS";
successor to the Federal Home Loan Bank Board) Regulation ss.545.121, a federal
association must indemnify any director or officer against whom any judicial or
administrative proceeding is brought or threatened for the amount of any
judgment against him and his reasonable costs and expenses (including attorney's
fees) either (1) if final judgment on the merits is in his favor or (2)
otherwise, if a majority of the disinterested directors determine that he was
acting in good faith within the scope of his employment or authority as he could
reasonably have perceived it under the circumstances and for a purpose he could
reasonably have believed under the circumstances was in the best interest of the
savings association or its members and the OTS does not object to such
indemnification. CFSB has adopted resolutions conforming to such regulation.
c. Citibank Indemnification. Under Interpretive Ruling 7.5217 of the United
States Comptroller of the Currency, a national bank may (i) provide in its
articles of association for the indemnification of its directors, officers and
employees against legal and other expenses incurred in defending lawsuits
brought against them by reason of their official duties subject to the
limitation that such provision shall not allow the indemnification of bank
personnel against expenses, penalties or other payments incurred in an action
instituted by the Office of the Comptroller of the Currency which results in a
final order assessing civil money penalties or requiring payments to the bank,
and (ii) pay premiums for insurance covering such indemnification, except that
such insurance shall explicitly exclude coverage for a formal order assessing
civil money penalties against bank personnel.
The Articles of Association of Citibank provide that any person, his
heirs, executors, or administrators, may be indemnified or reimbursed by
Citibank for reasonable expenses actually incurred in connection with any
action, suit, or proceeding, civil or criminal, to which he or they shall be
made a party by reason of his being or having been a director, officer, or
employee of Citibank or of any firm, corporation, or organization which he
served in any such capacity at the request of Citibank. However, no person may
be indemnified or reimbursed in relation to any matter in such action, suit, or
proceeding as to which he shall
<PAGE>
finally be adjudged to have been guilty of or liable for negligence or willful
misconduct in the performance of his duties to Citibank. Moreover, no person may
be indemnified or reimbursed in relation to any matter in such action, suit or
proceeding which has been made the subject of a compromise settlement except
with the approval of a court of competent jurisdiction, or the holders of record
of a majority of the outstanding shares of Citibank, or the Board of Directors,
acting by vote of directors not parties to the same or substantially the same
action, suit, or proceeding, constituting a majority of the whole number of the
directors.
d. CMI Indemnification. The Certificate of Incorporation of CMI provides, in
effect, that, to the extent and under the circumstances permitted by subsections
(a) and (b) of Section 145 of the General Corporation Law of the State of
Delaware, CMI (i) shall indemnify any person who was or is a party or is
threatened to be made a party to any action, suit or proceeding described in
subsections (a) and (b) by reason of the fact that he is or was a director or
officer of CMI 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 CMI and is or was serving at the request of
CMI as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.
e. Issuer Indemnification. The Issuer's Certificate of Incorporation provides
that the Issuer shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Issuer) by reason of the fact
that he is or was a director, officer, employee or agent of the Issuer, or was
serving at the request of the Issuer as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorney's 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 Issuer,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The Issuer's Certificate of Incorporation
also provides that termination of any such action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Issuer, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
The Issuer's Certificate of Incorporation further provides that the
Issuer shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the Issuer to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise 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 Issuer and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Issuer unless and only to the extent that the Court
of Chancery of the State of Delaware or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery of the State of Delaware or such other court shall deem proper.
The Issuer's Certificate of Incorporation provides that any
indemnification thereunder (unless ordered by a court) shall be made by the
Issuer only as authorized in the specific case upon a determination that
<PAGE>
indemnification of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct set forth herein. Such
determination shall be made (a) by the Board of Directors by a majority vote of
a quorum (as defined in the by-laws of the Issuer) consisting of directors who
were not parties to such action, suit or proceeding, or (b) if such quorum is
not obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (c) by the
stockholders.
The Issuer's Certificate of Incorporation provides that the
indemnification and advancement of expenses provided for therein shall not be
deemed exclusive of any other rights to which the indemnified party may be
entitled and empowers the Issuer to purchase and maintain insurance, in such
amounts as the Board of Directors deems appropriate, on behalf of any person who
is or was a director, officer, employee or agent of the Issuer, or of any
corporation a majority of the voting stock of which is owned by the Issuer, or
is serving at the request of the Issuer as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, 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
Issuer would have the power or would be required to indemnify him against such
liability under the provisions of the Issuer's Certificate of Incorporation or
of the General Corporation Law of the State of Delaware.
The Issuer's Certificate of Incorporation provides that a director of
the Issuer shall not be personally liable to the Issuer or its stockholders for
monetary damages for breach of fiduciary duty as a director, except to the
extent such exemption from liability or limitations thereof is not permitted
under the Delaware General Corporation Law as the same exists or may hereafter
be amended; and that any repeal or modification of the foregoing provision by
the stockholders of the Issuer shall not adversely affect any right or
protection of a director of the Issuer existing at the time of such repeal or
modification.
f. Insurance. Pursuant to Section 145 of the General Corporation Law of
Delaware, OTS Regulation 545.121 and Interpretive Ruling 7.5217 of the United
States Comptroller of the Currency, liability insurance is maintained covering
directors and principal officers of Citicorp CFSB, CSF, Citibank, CMI and the
Issuer.
Item 16. Exhibits.
1.1 - Form of Underwriting Agreement (incorporated by reference to Exhibit
1.1 of the Registration Statement on Forms S-11 and S-3 filed by the
Issuer and others (File No. 33-48263)).
4.1 - Form of Pooling and Servicing Agreement with respect to REMIC
Certificates representing interests in fixed-rate mortgage loans
backed by Guaranty, between Citicorp Mortgage Securities, Inc., as
packager and servicer, and the Trustee, including forms of
Certificates, Subservicing Agreement, Custodial Agreement and Guaranty
(incorporated by reference to Exhibit 4.1 of the Registration
Statement on Forms S-11 and S-3 filed by the Issuer and others (File
No. 33-33448)).
4.2 - Standard Terms of Pooling and Servicing Agreements with respect to
REMIC Certificates representing interests in fixed-rate mortgage loans
backed by Guaranty (incorporated by reference to Exhibit 4.2 of the
Registration Statement on Forms S-11 and S-3 filed by the Issuer and
others (File No. 33-33448)).
4.3 - Form of Pooling and Servicing Agreement with respect to REMIC
Certificates representing interests in adjustable-rate mortgage loans
backed by Guaranty between Citicorp Mortgage Securities, Inc., as
packager and servicer, and the Trustee, including forms of
Certificates, Custodial Agreement, Subservicing Agreement and Guaranty
(incorporated by reference to Exhibit 4.3 of the Registration
Statement on Forms S-11 and S-3 filed by the Issuer and others (File
No. 33-33448)).
<PAGE>
4.4 - Standard Terms of Pooling and Servicing Agreements with respect to
REMIC Certificates representing interests in adjustable-rate mortgage
loans backed by Guaranty (incorporated by reference to Exhibit 4.4 of
the Registration Statement on Forms S-11 and S-3 filed by the Issuer
and others (File No. 33-33448)).
4.5 - Form of Pooling and Servicing Agreement with respect to REMIC
Certificates representing interests in adjustable-rate convertible
mortgage loans backed by Guaranty, between Citicorp Mortgage
Securities Inc., as packager and servicer, and the Trustee, including
forms of CitiCertificates, Limited Guaranty, Custodial Agreement,
Subservicing Agreement and Power of Attorney (incorporated by
Reference to Exhibit 4.13 of the Registration Statement on Forms S-11
and S-3 filed by the Issuer and others (File No. 33-37536)).
4.6 - Form of Pooling and Servicing Agreement with respect to REMIC
Certificates having three Senior/Subordinated classes representing
interests in mortgage loans between Citicorp Mortgage Securities,
Inc., as packager and servicer, and the Trustee, including forms of
Certificates, Subservicing Agreement, Deposit Agreement, Mortgage Note
Custodial Agreement, Guaranty and Mortgage Document Custodial
Agreement (incorporated by Reference to Exhibit 4.22 of the
Registration Statement on Forms S-11 and S-3 filed by the Issuer and
others (File No. 33-37536)).
4.7 - Standard Terms of Pooling and Servicing Agreements with respect to
REMIC Certificates having three Senior/Subordinated classes
representing interests in mortgage loans (incorporated by Reference to
Exhibit 4.23 of the Registration Statement on Forms S-11 and S-3 filed
by the Issuer and others (File No. 33-37536)).
4.8 - Form of Pooling and Servicing Agreement with respect to REMIC
Certificates representing interests in mortgage loans backed by other
forms of credit support between Citicorp Mortgage Securities, Inc., as
packager and servicer and the Trustee, including forms of
Certificates, Custodial Agreement, Subservicing Agreement, Deposit
Agreement and Letter of Credit (incorporated by Reference to Exhibit
4.24 of the Registration Statement on Forms S-11 and S-3 filed by the
Issuer and others (File No. 33-37536)).
4.9 - Standard Terms of Pooling and Servicing Agreements with respect to
REMIC Certificates backed by other forms of credit support
representing interests in mortgage loans (incorporated by Reference to
Exhibit 4.25 of the Registration Statement on Forms S-11 and S-3 filed
by the Issuer and others (File No. 33-37536)).
4.10 - Form of Pooling and Servicing Agreement with respect to REMIC
Certificates representing interests in mortgage loans backed by a
mortgage pool insurance policy, between Citicorp Mortgage Securities,
Inc., as packager and servicer, and the Trustee, including forms of
Certificates, Subservicing Agreement, Custodial Agreement and Mortgage
Pool Insurance Policy.*
4.11 - Standard Terms of Pooling and Servicing Agreements with respect to
REMIC Certificates representing interests in mortgage loans backed by
a mortgage pool insurance policy.*
4.12 - Form of Pooling and Servicing Agreement with respect to shifting
interest REMIC Certificates representing interests in mortgage loans
between Citicorp Mortgage Securities, Inc., as packager and servicer,
and the Trustee, including forms of Certificates, Subservicing
Agreement and Custodial Agreement.*
4.13 - Standard Terms of Pooling and Servicing Agreements with respect to
shifting interest REMIC Certificates representing interests in
mortgage loans.*
4.14 - Form of financial guaranty insurance policy issued by MBIA Insurance
Corporation (incorporated by reference to Exhibit 4.26 of the
Registration Statement on Forms S-11 and S-3 filed by the Issuer and
others (File No. 33-37536)).
4.15 - Form of financial guaranty insurance policy issued by Financial
Security Assurance Inc.*
5.1 - Opinion of Stephen E. Dietz, Esq. with respect to the Certificates,
CitiMortgageCertificates and Guaranties being registered.*
8.1 - Opinion of Rona Daniels, Esq. with respect to certain tax matters.*
23.1 - Consent of KPMG Peat Marwick.(incorporated by reference to
Citicorp's Annual Report and Form 10-K for the fiscal year ended
December 31, 1996).
23.2 - Consents of Stephen E. Dietz, Esq., and Rona Daniels, Esq. are
contained in their opinions filed herewith as Exhibits 5.1 and 8.1,
respectively.*
<PAGE>
23.3 - Consent of Coopers & Lybrand L.L.P. regarding MBIA Insurance
Corporation.**
23.4 - Consent of Coopers & Lybrand L.L.P. regarding Financial Security
Assurance Inc.**
24.1 - Powers of Attorney of Messrs. Reed, Calloway, Collins, Derr, Rhodes,
Ruding, Shrontz, Thomas and Woolard and Ms. Ridgway as Directors
and/or officers of Citicorp and/or Citibank.*
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* Previously filed
** Filed herewith
Item 17. Undertakings.
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this registration
statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of Citicorp's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this 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.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the registrants pursuant to the foregoing provisions or otherwise,
the registrants have been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrants of expenses incurred or paid by a director, officer
or controlling person of the registrants 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 counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question
<PAGE>
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Citicorp
Mortgage Securities, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of New York,
State of New York, on April 30, 1997.
CITICORP MORTGAGE SECURITIES, INC.
By: /s/ Andrew E. La Barbera
----------------------------
Andrew E. La Barbera
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed on April
30, 1997 by the following persons in the capacities indicated.
Each person whose signature appears below hereby constitutes and
appoints each of Andrew E. LaBarbera and John H. Outland, jointly and severally,
his or her true and lawful attorney-in-fact and agent, each with full power of
substitution and resubstitution, to sign any and all post-effective amendments
to this registration statement and to file the same with all exhibits thereto
and other documents in connection therewith with the Securities and Exchange
Commission, which amendments may make such changes in the registration statement
as such attorney-in-fact and agent deems appropriate, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to so
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person. Each
person whose signature appears below hereby ratifies and confirms all that each
of said attorneys-in-fact and agents or their substitutes may lawfully do or
cause to be done by virtue hereof.
Signature Capacity
--------- --------
/s/ Andrew E. La Barbera President
------------------------ and a Director
(Andrew E. La Barbera) (Principal Executive
Officer)
/s/ John H. Outland Senior Vice President and
------------------------ Chief Financial Officer
(John H. Outland) (Principal Financial Officer and
Principal Accounting Officer)
<PAGE>
/s/ John T. Davis Director
------------------------
(John T. Davis)
------------------------ Director
(James Levites)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Citicorp
Mortgage, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Stamford,
State of Connecticut, on April 30, 1997.
CITICORP MORTGAGE, INC.
By: /s/ Carl E. Levinson
-------------------------
Carl E. Levinson
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed on April
30, 1997 by the following persons in the capacities indicated.
Each person whose signature appears below hereby constitutes and
appoints each of Andrew E. LaBarbera and John H. Outland, jointly and severally,
his or her true and lawful attorney-in-fact and agent, each with full power of
substitution and resubstitution, to sign any and all post-effective amendments
to this registration statement and to file the same with all exhibits thereto
and other documents in connection therewith with the Securities and Exchange
Commission, which amendments may make such changes in the registration statement
as such attorney-in-fact and agent deems appropriate, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to so
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person. Each
person whose signature appears below hereby ratifies and confirms all that each
of said attorneys-in-fact and agents or their substitutes may lawfully do or
cause to be done by virtue hereof.
Signature Capacity
--------- --------
/s/ Carl E. Levinson Chairman of the Board
----------------------- and a Director
(Carl E. Levinson) (Principal Executive
Officer)
/s/ Michael A. Shaw Director
-----------------------
(Michael A. Shaw)
/s/ Pamela P. Flaherty Director
-----------------------
(Pamela P. Flaherty)
<PAGE>
/s/ Russell A. Schaub Treasurer and Chief Financial Officer
----------------------- (Principal Financial Officer and
(Russell A. Schaub) Principal Accounting Officer)
/s/ Richard G. Thornberry Director
-------------------------
(Richard G. Thornberry)
/s/ Franklin Burnside Director
-----------------------
(Franklin Burnside)
/s/ Jean-Paul Votron Director
-----------------------
(Jean-Paul Votron)
/s/ Edward T. Walsh Director
-----------------------
(Edward T. Walsh)
/s/ Willy P. Socquet Director
-----------------------
(Willy P. Socquet)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Citicorp
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 30, 1997.
CITICORP
By: /s/ Gregory C. Ehlke
-------------------------
Gregory C. Ehlke
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed on April
30, 1997 by the following persons in the capacities indicated.
Signature Capacity
--------- --------
* Chairman and Director
-------------------- (Principal Executive Officer)
(John S. Reed)
/s/ Victor J. Menezes Executive Vice President
--------------------- (Chief Financial Officer)
(Victor J. Menezes)
/s/ Thomas E. Jones Executive Vice President
-------------------- (Principal Financial Officer)(a)
(Thomas E. Jones)
* Director
--------------------
(D. Wayne Calloway)
(a) Primary responsibility for financial control, tax accounting and reporting.
<PAGE>
* Director
--------------------
(Paul J. Collins)
* Director
--------------------
(Kenneth T. Derr)
Director
--------------------
(John M. Deutch)
Director
--------------------
(Reuben Mark)
Director
--------------------
(Richard D. Parsons)
* Director
--------------------
(William R. Rhodes)
* Director
--------------------
(Rozanne L. Ridgway)
* Director
--------------------
(H. Onno Ruding)
Director
--------------------
(Robert B. Shapiro)
* Director
--------------------
(Frank A. Shrontz)
* Director
--------------------
(Franklin A. Thomas)
<PAGE>
* Director
-----------------------
(Edgar S. Woolard, Jr.)
- - ----------
* GREGORY C. EHLKE, by signing his name hereto, does sign this document on
behalf of the person indicated above pursuant to a power of attorney duly
executed by such person and filed with the Securities and Exchange Commission.
/s/ Gregory C. Ehlke
-----------------------
Gregory C. Ehlke
Attorney-in-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Citibank, N.A. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of New York,
State of New York, on April 30, 1997.
CITIBANK, N.A.
By: /s/ Gregory C. Ehlke
------------------------
Gregory C. Ehlke
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed on April
30, 1997 by the following persons in the capacities indicated.
Signature Capacity
--------- --------
* Chairman and Director
-------------------- (Principal Executive Officer)
(John S. Reed)
/s/ Victor J. Menezes Executive Vice President
--------------------- (Chief Financial Officer)
(Victor J. Menezes)
/s/ Thomas E. Jones Executive Vice President
-------------------- (Principal Financial Officer)(a)
(Thomas E. Jones)
* Director
--------------------
(D. Wayne Calloway)
* Director
--------------------
(Paul J. Collins)
(a) Primary responsibility for financial control, tax accounting and reporting.
<PAGE>
Director
--------------------
(John M. Deutch)
Director
--------------------
(Reuben Mark)
Director
--------------------
(Richard D. Parsons)
* Director
--------------------
(William R. Rhodes)
* Director
--------------------
(Rozanne L. Ridgway)
Director
--------------------
(Robert B. Shapiro)
* Director
--------------------
(Frank A. Shrontz)
* Director
--------------------
(Franklin A. Thomas)
- - ----------
* GREGORY C. EHLKE, by signing his name hereto, does sign this document on
behalf of the person indicated above pursuant to a power of attorney duly
executed by such person and filed with the Securities and Exchange Commission.
/s/ Gregory C. Ehlke
-----------------------
Gregory C. Ehlke
Attorney-in-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Citibank, Federal Savings Bank certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Post-Effective Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of San Francisco, State of California, on April 30, 1997.
CITIBANK, FEDERAL SAVINGS BANK
By: /s/ Jean-Paul Votron
-------------------------
Jean-Paul Votron
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed on April
30, 1997 by the following persons in the capacities indicated.
Each person whose signature appears below hereby constitutes and
appoints each of Andrew E. LaBarbera and John H. Outland, jointly and severally,
his or her true and lawful attorney-in-fact and agent, each with full power of
substitution and resubstitution, to sign any and all post-effective amendments
to this registration statement and to file the same with all exhibits thereto
and other documents in connection therewith with the Securities and Exchange
Commission, which amendments may make such changes in the registration statement
as such attorney-in-fact and agent deems appropriate, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to so
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person. Each
person whose signature appears below hereby ratifies and confirms all that each
of said attorneys-in-fact and agents or their substitutes may lawfully do or
cause to be done by virtue hereof.
Signature Capacity
--------- --------
/s/ Jean-Paul Votron Chief Executive Officer and a Director
----------------------- (Principal Executive
(Jean-Paul Votron) Officer)
/s/ Donald Bender Director
-----------------------
(Donald Bender)
/s/ John J. Botcheller Director
-----------------------
(John J. Botcheller)
/s/ Thomas L. Dahl Director
-----------------------
(Thomas L. Dahl)
<PAGE>
----------------------- Director
(Russell R. Greenfield)
/s/ Robert R. Hunt Director
-----------------------
(Robert R. Hunt)
/s/ Jerry W. Johnson Director
-----------------------
(Jerry W. Johnson)
/s/ Carl E. Levinson Director
-----------------------
(Carl E. Levinson)
/s/ Carlos Palomares Director
-----------------------
(Carlos Palomares)
/s/ Thomas Tolda Chief Financial Officer and a Director
----------------------- (Principal Financial
(Thomas Tolda) Officer and Principal
Accounting Officer)
CONSENT of INDEPENDENT ACCOUNTANTS
----------
We consent to the incorporation by reference in
Post-Effective Amendment No. 2 to Form S-3 (Registration No.
33-66222) of Citicorp Mortgage Securities, Inc. of our
reports dated February 3, 1997 on our audits of the
consolidated financial statements of MBIA Insurance
Corporation and Subsidiaries as of December 31, 1996 and
1995, and for each of the three years in the period ended
December 31, 1996. We also consent to the reference to our
Firm under the caption "Experts".
COOPERS & LYBRAND L.L.P.
New York, New York
April 22, 1997
CONSENT of INDEPENDENT ACCOUNTANTS
----------
We consent to the incorporation by reference in
Post-Effective Amendment No. 2 to Form S-3 (Registration No.
33-66222) of Citicorp Mortgage Securities, Inc. of our
reports dated January 24, 1997 on our audits of the
consolidated financial statements of Financial Security
Assurance Inc. and Subsidiaries as of December 31, 1996 and
1995, and for each of the three years in the period ended
December 31, 1996. We also consent to the reference to our
Firm under the caption "Experts".
COOPERS & LYBRAND L.L.P.
New York, New York
April 22, 1997
