-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, nnyBJCgneBpzYktuol3qY2izzMe8vMTAnjNXhiJeuMaH3BzQUwbCWo/A6eMtXkhX Lm/QZb6VFdvw8DsOATm7sg== 0000950110-95-000401.txt : 19950517 0000950110-95-000401.hdr.sgml : 19950517 ACCESSION NUMBER: 0000950110-95-000401 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950516 SROS: MSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITICORP CENTRAL INDEX KEY: 0000020405 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132614988 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 033-64574 FILM NUMBER: 95540301 BUSINESS ADDRESS: STREET 1: 399 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 425 PARK AVE- 2ND F STREET 2: ATTN: LEGAL AFFAIRS OFFICE CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: FIRST NATIONAL CITY CORP DATE OF NAME CHANGE: 19740414 FORMER COMPANY: FORMER CONFORMED NAME: CITY BANK OF NEW YORK NATIONAL ASSOCIATI DATE OF NAME CHANGE: 19680903 424B2 1 PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT (To Prospectus dated May 12, 1995) 5,000,000 Depositary Shares CITICORP(R) Each Representing a One-Tenth Interest in a Share of 7 3/4% Cumulative Preferred Stock, Series 22 ---------------- Each of the 5,000,000 Depositary Shares offered hereby (the "Depositary Shares") represents a one-tenth ownership interest in a share of 7 3/4% Cumulative Preferred Stock, Series 22, $250 liquidation preference per share (the "Offered Preferred Stock"), deposited with the Depositary (as defined herein) and, through the Depositary, entitles the holder to all proportional rights and preferences of the Offered Preferred Stock represented thereby (including dividend, voting, redemption and liquidation rights). The Depositary Shares are evidenced by the Depositary Receipts (as defined herein). See "Description of Depositary Shares." Dividends on the Offered Preferred Stock are cumulative from the date of original issue and are payable quarterly on February 15, May 15, August 15 and November 15 of each year, commencing August 15, 1995, at a rate of 7 3/4% per annum (equivalent to $1.9375 per Depositary Share). The Offered Preferred Stock is redeemable at any time on and after May 15, 2000 at the option of Citicorp, in whole or in part, at $250 per share (equivalent to $25 per Depositary Share), plus accrued and unpaid dividends (whether or not declared) to the date fixed for redemption. For a description of the rights and preferences of the Offered Preferred Stock, see "Description of Offered Preferred Stock." Application will be made to list the Depositary Shares on the New York Stock Exchange. Trading of the Depositary Shares on the New York Stock Exchange is expected to commence within a 30-day period after the initial delivery of the Depositary Shares. See "Underwriting." ---------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Price to Underwriting Proceeds to Public(1) Discount(2)(3) Citicorp(1)(3)(4) -------- -------------- ---------------- Per Depositary Share $25.00 $.7875 $24.2125 Total $125,000,000 $3,937,500 $121,062,500 - ------------- (1) Plus accrued dividends, if any, from May 19, 1995 to the date of delivery. (2) Citicorp has agreed to indemnify the several Underwriters against certain liabilities, including liabilities under the Securities Act of 1933. See "Underwriting." (3) The applicable underwriting discount for sales of 40,000 or more Depositary Shares to any single purchaser will be $.50 per Depositary Share. To the extent of such sales, the actual total underwriting discount will be less, and the actual total proceeds to Citicorp will be greater, than the amounts shown in the table. (4) Before deducting expenses payable by Citicorp estimated at $150,000. ---------------- The Depositary Shares are offered by the several Underwriters, subject to prior sale, when, as and if issued to and accepted by them and subject to approval of certain legal matters by counsel for the Underwriters and certain other conditions. The Underwriters reserve the right to withdraw, cancel or modify such offer and to reject orders in whole or in part. It is expected that delivery of the Depositary Receipts evidencing the Depositary Shares will be made in New York, New York on or about May 19, 1995. ---------------- Smith Barney Inc. Dean Witter Reynolds Inc. Merrill Lynch & Co. PaineWebber Incorporated Prudential Securities Incorporated ---------------- The date of this Prospectus Supplement is May 12, 1995. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEPOSITARY SHARES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. FOR NORTH CAROLINA RESIDENTS: THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH CAROLINA HAS NOT APPROVED OR DISAPPROVED THIS OFFERING NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. S-2 CITICORP Citicorp is a holding company incorporated under the laws of Delaware on December 4, 1967, whose principal subsidiary is Citibank, N.A. ("Citibank"). The principal office of Citicorp is located at 399 Park Avenue, New York, New York 10043; its telephone number is (212) 559-1000. Through its subsidiaries and affiliates, including Citibank, Citicorp is a global financial services organization serving the financial needs of individuals, businesses, governments and financial institutions in the United States and throughout the world. For further information concerning Citicorp, see "Citicorp" in the Prospectus. SUMMARY FINANCIAL DATA The following table sets forth, in summary form, certain financial data for each of the years in the three-year period ended December 31, 1994 and for the three months ended March 31, 1995 and March 31, 1994. This summary should be read in conjunction with and is qualified in its entirety by the detailed financial statements and other information included in the documents incorporated by reference. See "Incorporation of Certain Documents by Reference" in the Prospectus. This summary is not covered by the Report of Independent Auditors incorporated herein by reference. The consolidated financial data at and for the three months ended March 31, 1995 and March 31, 1994 is derived from unaudited financial statements. The results for the three months ended March 31, 1995 are not necessarily indicative of the results for the full year or any other interim period.
Three Months Ended March 31, Years Ended December 31, ----------------- --------------------------- 1995 1994 1994 1993 1992 ------ ------ ------- ------- ------- (In millions, except per share amounts) Net Interest Revenue ...................................... $2,325 $2,085 $ 8,911 $ 7,690 $ 7,456 Fees, Commissions and Other Revenue ....................... 2,118 1,776 7,837 8,385 8,165 ------ ------ ------- ------- ------- Total Revenue ........................................... $4,443 $3,861 $16,748 $16,075 $15,621 Provision for Credit Losses ............................... 391 415 1,881 2,600 4,146 Operating Expense ......................................... 2,693 2,447 10,256 10,615 10,057 ------ ------ ------- ------- ------- Income Before Taxes and Cumulative Effects of Accounting Changes ...................................... $1,359 $ 999 $ 4,611 $ 2,860 $ 1,418 Income Taxes .............................................. 530 390 1,189 941 696 ------ ------ ------- ------- ------- Income Before Cumulative Effects of Accounting Changes ................................................. $ 829 $ 609 $ 3,422 $ 1,919 $ 722 Cumulative Effects of Accounting Changes(A) ............... -- (56) (56) 300 -- ------ ------ ------- ------- ------- Net Income ................................................ $ 829 $ 553 $ 3,366 $ 2,219 $ 722 ====== ====== ======= ======= ======= Income Applicable to Common Stock ......................... $ 735 $ 466 $ 3,010 $ 1,900 $ 497 ====== ====== ======= ======= ======= Earnings Per Share(B): On Common and Common Equivalent Shares Income Before Cumulative Effects of Accounting Changes .................................... $ 1.71 $ 1.24 $ 7.15 $ 3.82 $ 1.35 Cumulative Effects of Accounting Changes(A) ........... -- (.13) (.12) .68 -- ------ ------ ------- ------- ------- Net Income ............................................ $ 1.71 $ 1.11 $ 7.03 $ 4.50 $ 1.35 ====== ====== ======= ======= ======= Assuming Full Dilution Income Before Cumulative Effects of Accounting Changes .................................. $ 1.53 $ 1.12 $ 6.40 $ 3.53 $ 1.35 Cumulative Effects of Accounting Changes(A) ........... -- (.11) (.11) .58 -- ------ ------ ------- ------- ------- Net Income ............................................ $ 1.53 $ 1.01 $ 6.29 $ 4.11 $ 1.35 ====== ====== ======= ======= ======= (In billions) Period-End Balances: Total Loans, Net of Unearned Income $156.4 $137.3 $152.4 $139.0 $139.7 Total Assets(C) 269.0 241.1 250.5 216.6 213.7 Total Deposits 165.1 153.0 155.7 145.1 144.2 Preferred Stock 4.3 3.9 4.2 3.9 3.2 Total Stockholders' Equity(D) 18.4 14.7 17.8 14.0 11.2 - -------------- (A) Refers to the adoption of SFAS No. 112, "Employers' Accounting for Postemployment Benefits", effective January 1, 1994 and SFAS No. 109, "Accounting for Income Taxes", effective January 1, 1993. (B) Based on net income after deducting preferred stock dividends, except where conversion is assumed, and, unless anti-dilutive, the after-tax dividend equivalents on shares issuable under Citicorp's Executive Incentive Compensation Plan. (C) Reflects the adoption of FASB Interpretation No. 39, "Offsetting of Amounts Related to Certain Contracts", effective January 1, 1994. (D) Reflects the adoption of SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities", effective January 1, 1994.
S-3 DESCRIPTION OF OFFERED PREFERRED STOCK The following description of the particular terms of the shares of Offered Preferred Stock supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of Preferred Stock set forth in the accompanying Prospectus, to which description reference is hereby made. Certain terms not defined in this description are defined in the Prospectus. General The Offered Preferred Stock is a single series consisting of up to 500,000 shares. The holders of Offered Preferred Stock will have no preemptive rights. The Offered Preferred Stock, upon issuance against full payment of the purchase price therefor, will be fully paid and nonassessable. The Offered Preferred Stock will, on the date of original issuance, rank on a parity as to payment of dividends and distribution of assets upon dissolution, liquidation or winding up of Citicorp with each other outstanding series of Preferred Stock. See "Description of Preferred Stock" in the Prospectus. The Offered Preferred Stock, together with each other series of Preferred Stock, will rank prior to the Common Stock of Citicorp as to the payment of dividends and distribution of assets upon dissolution, liquidation or winding up of Citicorp. The Offered Preferred Stock will not be convertible into shares of Common Stock of Citicorp and will not be subject to any sinking fund or other obligation of Citicorp to repurchase the Offered Preferred Stock. Dividends Holders of shares of Offered Preferred Stock will be entitled to receive as, if and when declared by the Board of Directors of Citicorp or the Stock Committee out of assets of Citicorp legally available for payment, cumulative cash dividends at the annual rate of $19.375 per share (equivalent to $1.9375 per Depositary Share). The initial dividend for the dividend period commencing on May 19, 1995 to (but not including) August 15, 1995 will be $4.628 per share (equivalent to $0.4628 per Depositary Share) and will be payable on August 15, 1995. Thereafter, dividends on the Offered Preferred Stock will be payable quarterly, as, if and when declared by the Board of Directors of Citicorp or the Stock Committee thereof on February 15, May 15, August 15 and November 15 of each year at such annual rate. If a dividend payment date is not a business day, dividends (if declared) on the Offered Preferred Stock will be paid on the immediately succeeding business day, without interest. A dividend period with respect to a dividend payment date is the period commencing on the immediately preceding dividend payment date and ending on the day immediately prior to the next succeeding dividend payment date. Each such dividend will be payable to holders of record as they appear on the stock books of Citicorp on such record dates, not more than thirty nor less than fifteen days preceding the payment dates thereof, as shall be fixed by the Board of Directors or the Stock Committee thereof. If, for any dividend period, full dividends on a cumulative or noncumulative basis, as the case may be, on any share or shares of Preferred Stock have not been paid or declared and set apart for payment or Citicorp is in default or in arrears with respect to any sinking fund or other arrangement for the purchase or redemption of any shares of Preferred Stock, Citicorp may not declare any dividends on, or make any payment on account of the purchase, redemption or other retirement of, its Common Stock or any other stock of Citicorp ranking as to dividends or distribution of assets junior to the Preferred Stock, other than as described under "Description of Preferred Stock--Dividends" in the Prospectus. Liquidation Rights In the event of any voluntary or involuntary liquidation, dissolution or winding up of Citicorp, the holders of shares of Offered Preferred Stock are entitled to receive out of assets of Citicorp available for distribution to stockholders, before any distribution of assets is made to holders of Common Stock or of any other shares of stock of Citicorp ranking as to such a distribution junior to the shares of Offered Preferred Stock, a liquidating distribution, in the amount of $250 per share (equivalent to $25 per Depositary Share) plus accrued and unpaid dividends (whether or not declared) for the then-current dividend period and all dividend periods prior thereto. After payment of such a liquidating distribution, the holders of shares of Offered Preferred Stock will not be entitled to any further participation in any distribution of assets by Citicorp. S-4 Redemption The Offered Preferred Stock is not subject to any mandatory redemption, sinking fund or other similar provisions. Prior to May 15, 2000, the Offered Preferred Stock is not redeemable, except under certain limited circumstances as described under "Description of Preferred Stock--Redemption" in the Prospectus. On or after such date, shares of Offered Preferred Stock will be redeemable, in whole or in part, at the option of Citicorp, at any time and from time to time upon not less than thirty nor more than sixty days' notice, at $250 per share of Offered Preferred Stock (equivalent to $25 per Depositary Share), plus accrued and unpaid dividends (whether or not declared) to the date fixed for redemption. Under current regulations, Citicorp may not exercise its option to redeem shares of Offered Preferred Stock without the prior approval of the Federal Reserve Board. Holders of Offered Preferred Stock will have no right to require redemption of the Offered Preferred Stock. Transfer Agent and Registrar Citibank will be the transfer agent, registrar, dividend disbursing agent and redemption agent for the Offered Preferred Stock. DESCRIPTION OF DEPOSITARY SHARES General Citicorp will issue receipts (the "Depositary Receipts") for Depositary Shares, each of which will represent a one-tenth interest in a share of Offered Preferred Stock. The shares of Offered Preferred Stock represented by Depositary Shares will be deposited under a Deposit Agreement (the "Deposit Agreement") among Citicorp, Citibank (the "Depositary") and the holders from time to time of the Depositary Receipts. Subject to the terms of the Deposit Agreement, each owner of a Depositary Share will be entitled, in proportion to the applicable fraction of a share of Offered Preferred Stock represented by such Depositary Share, to all the rights and preferences of the Offered Preferred Stock represented thereby (including dividend, voting, redemption and liquidation rights). The Depositary Shares will be evidenced by Depositary Receipts issued pursuant to the Deposit Agreement. Immediately upon issuance, the Offered Preferred Stock will be deposited by Citicorp with the Depositary, which will then issue Depositary Receipts evidencing the Depositary Shares to the Underwriters. Copies of the forms of Deposit Agreement and the Depositary Receipt may be obtained from Citicorp upon request, and the following summary is qualified in its entirety by reference thereto. Pending the preparation of definitive engraved Depositary Receipts, the Depositary may, upon the written order of Citicorp, issue temporary Depositary Receipts substantially identical to (and entitling the holders thereof to all the rights pertaining to) the definitive Depositary Receipts but not in definitive form. Definitive Depositary Receipts will be prepared thereafter and will be exchangeable for temporary Depositary Receipts at Citicorp's expense. Dividends and Other Distributions The Depositary will distribute all cash dividends and distributions and other distributions received in respect of the Offered Preferred Stock to the record holders of Depositary Shares in proportion to the number of such Depositary Shares owned by such holders. In the event of a distribution other than in cash, the Depositary will distribute property received by it to the record holders of Depositary Shares entitled thereto, unless the Depositary determines that it is not feasible to make such distribution, in which case the Depositary may, with the approval of Citicorp, sell such property and distribute the net proceeds from such sale to such holders. Withdrawal of Stock Upon surrender of the Depositary Receipts at the corporate trust office of the Depositary (unless the related Depositary Shares have previously been called for redemption), the holder of the Depositary Shares evidenced thereby is entitled to delivery of the number of whole shares of the Offered Preferred Stock and any money or other property represented by such Depositary Shares. Holders of Depositary Shares will be entitled to receive whole shares of the Offered Preferred Stock on the basis of one share of Offered Preferred Stock for each ten Depositary Shares, but S-5 holders of such whole shares of Offered Preferred Stock will not thereafter be entitled to receive Depositary Shares in exchange therefor. If the Depositary Receipts delivered by the holder evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of Offered Preferred Stock to be withdrawn, the Depositary will deliver to such holder at the same time a new Depositary Receipt evidencing such excess number of Depositary Shares. Redemption of Depositary Shares If Citicorp redeems the Offered Preferred Stock represented by the Depositary Shares, the Depositary Shares will be redeemed from the proceeds received by the Depositary resulting from the redemption, in whole or in part, of Offered Preferred Stock held by the Depositary. The redemption price per Depositary Share will be equal to one-tenth of the redemption price per share payable with respect to the Offered Preferred Stock. Whenever Citicorp redeems shares of Offered Preferred Stock held by the Depositary, the Depositary will redeem as of the same redemption date the number of Depositary Shares representing shares of Offered Preferred Stock so redeemed. If less than all the Depositary Shares are to be redeemed, the Depositary Shares to be redeemed will be selected by lot or pro rata as may be determined by the Depositary. Voting the Offered Preferred Stock Upon receipt of notice of any meeting at which holders of the Offered Preferred Stock are entitled to vote, the Depositary will mail the information contained in such notice of meeting to the record holders of the Depositary Shares relating to Offered Preferred Stock. Each record holder of such Depositary Shares on the record date (which will be the same date as the record date of the Offered Preferred Stock) will be entitled to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Offered Preferred Stock represented by such holder's Depositary Shares. The Depositary will endeavor, insofar as practicable, to vote the amount of Offered Preferred Stock represented by such Depositary Shares in accordance with such instructions, and Citicorp will agree to take all action which may be deemed necessary by the Depositary in order to enable the Depositary to do so. The Depositary will abstain from voting shares of Offered Preferred Stock to the extent it does not receive specific instructions from the holders of Depositary Shares representing Offered Preferred Stock. Amendment and Termination of the Deposit Agreement The form of Depositary Receipt evidencing the Depositary Shares and any provision of the Deposit Agreement may at any time be amended by agreement between Citicorp and the Depositary. However, any amendment which materially and adversely alters the rights of the holders of Depositary Shares will not be effective unless such amendment has been approved by the holders of Depositary Receipts representing at least a majority (or, in the case of amendments relating to or affecting rights to receive dividends or distributions, or voting or redemption rights, two-thirds) of the Depositary Shares then outstanding. The Deposit Agreement may be terminated by Citicorp or the Depositary only if (i) all outstanding Depositary Shares have been redeemed, (ii) there has been a final distribution in respect of the Offered Preferred Stock in connection with any liquidation, dissolution or winding up of Citicorp and such distribution has been distributed to the holders of Depositary Receipts, or (iii) upon consent of holders of Depositary Receipts representing not less than two-thirds of the Depositary Shares then outstanding. Charges of Depositary Citicorp will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. Citicorp will pay charges of the Depositary in connection with the initial deposit of the Offered Preferred Stock and any redemption of the Offered Preferred Stock. Holders of Depositary Receipts will pay transfer and other taxes and governmental charges and such other charges as are expressly provided in the Deposit Agreement to be for their accounts. The Depositary may refuse to effect any transfer of a Depositary Receipt or any withdrawal of shares of Offered Preferred Stock evidenced thereby until all such taxes and charges with respect to such Depositary Receipt or such Offered Preferred Stock are paid by the holder thereof. Miscellaneous The Depositary will forward all reports and communications from Citicorp which are delivered to the Depositary and which Citicorp is required to furnish to the holders of the Offered Preferred Stock. Neither the Depositary nor Citicorp will be liable if it is prevented or delayed by law or any circumstances beyond its control in performing its obligations under the Deposit Agreement. The obligations of Citicorp and the S-6 Depositary under the Deposit Agreement will be limited to performance in good faith of their duties thereunder and neither Citicorp nor the Depositary will be obligated to prosecute or defend any legal proceeding in respect of any Depositary Shares or Offered Preferred Stock unless satisfactory indemnity is furnished. Citicorp and the Depositary may rely on written advice of counsel or accountants, or information provided by persons presenting Offered Preferred Stock for deposit, holders of Depositary Shares or other persons believed to be competent and on documents believed to be genuine. Resignation and Removal of Depositary The Depositary may resign at any time by delivering to Citicorp notice of its election to do so, and Citicorp may at any time remove the Depositary, any such resignation or removal to take effect upon the appointment of a successor Depositary, which successor Depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000. UNDERWRITING Subject to the terms and conditions set forth in an underwriting agreement (the "Underwriting Agreement"), Citicorp has agreed to sell to each of the Underwriters named below, and each of the Underwriters, for whom Smith Barney Inc., Dean Witter Reynolds Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, PaineWebber Incorporated and Prudential Securities Incorporated are acting as representatives (the "Representatives"), has severally agreed to purchase the number of Depositary Shares, each representing a one-tenth interest in a share of Offered Preferred Stock, set forth opposite its name below. In the Underwriting Agreement, the several Underwriters have agreed, subject to the terms and conditions set forth therein, to purchase all the Depositary Shares offered hereby if any of the Depositary Shares are purchased. In the event of default by an Underwriter, the Underwriting Agreement provides that, in certain circumstances, the purchase commitments of the nondefaulting Underwriters may be increased or the Underwriting Agreement may be terminated. Number of Depositary Underwriter Shares ----------- ---------- Smith Barney Inc. ....................................... 627,000 Dean Witter Reynolds Inc. ............................... 627,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated ................................ 627,000 PaineWebber Incorporated ................................ 627,000 Prudential Securities Incorporated ...................... 627,000 Bear, Stearns & Co. Inc. ................................ 250,000 Goldman, Sachs & Co. .................................... 250,000 Lehman Brothers Inc. .................................... 250,000 Morgan Stanley & Co. Incorporated ....................... 250,000 Alex. Brown & Sons Incorporated ......................... 75,000 Dillon, Read & Co. Inc. ................................. 75,000 Oppenheimer & Co., Inc. ................................. 75,000 Advest, Inc. ............................................ 40,000 J.C. Bradford & Co. ..................................... 40,000 Cowen & Company ......................................... 40,000 Craigie Incorporated .................................... 40,000 Dain Bosworth Incorporated .............................. 40,000 Furman Selz Incorporated ................................ 40,000 Janney Montgomery Scott Inc. ............................ 40,000 Legg Mason Wood Walker, Incorporated .................... 40,000 McDonald & Company Securities, Inc. ..................... 40,000 McGinn, Smith & Co., Inc. ............................... 40,000 Morgan Keegan & Company, Inc. ........................... 40,000 Piper Jaffray Inc. ...................................... 40,000 Rauscher Pierce Refsnes, Inc. ........................... 40,000 The Robinson-Humphrey Company, Inc. ..................... 40,000 Sterne, Agee & Leach, Inc. .............................. 40,000 Wheat, First Securities, Inc. ........................... 40,000 --------- Total ................................................. 5,000,000 ========= The Representatives of the Underwriters have advised Citicorp that they propose initially to offer the Depositary Shares to the public at the public offering price set forth on the cover page of this Prospectus Supplement, and to certain dealers at such price less a concession not in excess of $.50 per Depositary Share; provided, however, that such concession shall not exceed $.30 per Depositary Share for sales of 40,000 or more Depository Shares to any single purchaser. The Underwriters may allow, and such dealers may reallow, a discount not in excess of $.25 per Depositary Share to certain other dealers. After the initial public offering of the Depositary Shares, the public offering price, concession and discount may be changed. Application will be made to list the Depositary Shares on the New York Stock Exchange. Trading of the Depositary Shares on the New York Stock Exchange is expected to commence within a 30-day period after the initial delivery of the Depositary Shares. The Representatives have advised Citicorp that they intend to make a market in the Depositary Shares prior to the commencement of trading on the New York Stock Exchange. The Representatives will have no obligation to make a market in the Depositary Shares, however, and may cease market making activities, if commenced, at any time. S-7 Citicorp has agreed to indemnify the Underwriters against, or contribute to payments that the Underwriters may be required to make in respect of, certain liabilities, including liabilities under the Securities Act of 1933, as amended. Any Underwriter may engage in transactions with and perform services for Citicorp in the ordinary course of business. LEGAL OPINIONS The validity of the Offered Preferred Stock and the Depositary Shares will be passed upon for Citicorp by Stephen E. Dietz, as an Associate General Counsel of Citibank, N.A., and for the Underwriters by Sullivan & Cromwell, New York, New York. Certain federal income tax matters will be passed upon for Citicorp by E. Noel Harwerth, Esq., Chief Tax Officer of Citibank. Each of Mr. Dietz and Ms. Harwerth owns or has the right to acquire a number of shares of Common Stock of Citicorp equal to less than .01% of the outstanding Common Stock of Citicorp. S-8 PROSPECTUS CITICORP(R) Preferred Stock and Depositary Shares and Warrants to Purchase Preferred Stock and Depositary Shares Common Stock and Warrants to Purchase Common Stock Citicorp from time to time may offer in one or more series shares of its preferred stock (the "Preferred Stock"), which may be represented by depositary shares (the "Depositary Shares"), warrants to purchase Preferred Stock or Depositary Shares (together, "Preferred Warrants"), shares of its common stock, par value $1.00 per share (the "Common Stock") and warrants to purchase shares of its Common Stock (the "Common Stock Warrants" which, together with the Preferred Stock Warrants are herein referred to as the "Securities Warrants"). The Preferred Stock offered hereby may be denominated in any currency or composite currency, including the European Currency Unit, as shall be designated by Citicorp. The Preferred Stock, Depositary Shares, Common Stock and Securities Warrants (collectively, the "Securities") may be offered, separately or together, in separate series in amounts, at prices and on terms determined at the time of sale and set forth in an accompanying supplement to this Prospectus (a "Prospectus Supplement"). Pursuant to the terms of the Registration Statement of which this Prospectus forms a part, Citicorp may also issue series of its senior notes or subordinated notes (together, "Notes"), warrants to purchase separately either of the foregoing, currency warrants and capital securities under such Registration Statement. The specific terms of each issuance of Securities offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement, which in each case will identify the underwriter or underwriters or agent or agents for the Securities being offered thereby and their compensation, the public offering or purchase price and any specific terms in connection with the offer and sale of such series of Securities. The Prospectus Supplement will also include the following: (a) in the case of any series of Preferred Stock, the specific designation, the aggregate number of shares offered, the dividend rate or method of calculation, the dividend period and dividend payment dates, whether such dividends will be cumulative or noncumulative, the liquidation preference, the currency, if not the U.S. dollar, in which dividends and liquidation preference will be denominated, voting rights, if any, any terms for redemption at the option of the holder or Citicorp and any applicable conversion provisions, in the event that such series of Preferred Stock is convertible at the option of the holder thereof or of Citicorp, into shares of Common Stock; (b) in the case of Securities Warrants, the number offered, a description of the series of Securities for which each Securities Warrant is exercisable, the exercise price and the duration; and (c) in the case of Common Stock, the aggregate number of shares offered. The Prospectus Supplement will also contain information, where applicable, concerning certain United States federal income tax considerations relating to, and as to any listing on a securities exchange of, the Securities covered by such Prospectus Supplement. ---------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------------- The date of this Prospectus is May 12, 1995 THE SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OBLIGATIONS OF ANY BANK OR NON-BANK SUBSIDIARY OF CITICORP AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. ---------------- The Securities may be offered by Citicorp directly to purchasers, through agents designated from time to time, through underwriting syndicates led by one or more managing underwriters or through one or more underwriters acting alone. If Citicorp, directly or through agents, solicits offers to purchase the Securities, Citicorp reserves the sole right to accept and, together with its agents, to reject in whole or in part any proposed purchase of Securities. Affiliates of Citicorp may from time to time act as agents or underwriters in connection with the sale of the Securities to the extent permitted by applicable law. If any agent of Citicorp, or any underwriter, is involved in the sale of the Securities offered hereby, the name of such agent or underwriter and any applicable commissions or discounts will be set forth in, or will be calculable from, the applicable Prospectus Supplement, and the net proceeds to Citicorp from such sale will be the purchase price of the Securities less such commissions or discounts and other attributable issuance and distribution expenses. Citicorp may also issue Securities to one or more persons in exchange for outstanding securities of Citicorp acquired by such persons from third parties in open market transactions or in privately negotiated transactions. The newly issued Securities in such cases may be offered pursuant to this Prospectus and the applicable Prospectus Supplement by such persons acting as principal for their own accounts, at market prices prevailing at the time of sale, at prices otherwise negotiated or at fixed prices. Unless otherwise indicated in the applicable Prospectus Supplement, Citicorp will only receive outstanding securities and will not receive cash proceeds in connection with such exchanges or resales. See "Plan of Distribution" for possible indemnification arrangements for agents, underwriters and their controlling persons. This Prospectus and related Prospectus Supplement may be used by direct or indirect wholly owned subsidiaries of Citicorp in connection with offers and sales related to secondary market transactions in the Securities. Such subsidiaries may act as principal or agent in such transactions. Such sales will be made at prices related to prevailing market prices at the time of sale. This Prospectus may not be used to consummate sales of Securities unless accompanied by a Prospectus Supplement. The delivery of this Prospectus together with a Prospectus Supplement relating to particular Securities in any jurisdiction shall not constitute an offer in that jurisdiction of any of the other Securities covered by this Prospectus. 2 AVAILABLE INFORMATION Citicorp is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Information, as of particular dates, concerning directors and officers, their remuneration, options granted to them, the principal holders of securities of Citicorp and any material interest of such persons in transactions with Citicorp is disclosed in proxy statements distributed to stockholders of Citicorp and filed with the Commission. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of such material can be obtained by mail from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such reports, proxy statements and other information concerning Citicorp also may be inspected at the offices of the New York Stock Exchange, the American Stock Exchange, the Midwest Stock Exchange and the Pacific Stock Exchange. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission by Citicorp are incorporated as of their respective filing dates in this Prospectus by reference: (1) Annual Report and Form 10-K for the fiscal year ended December 31, 1994, filed pursuant to Section 13 of the Exchange Act; (2) Financial Review and Form 10-Q for the quarter ended March 31, 1995, filed pursuant to Section 13 of the Exchange Act; (3) Current Reports on Form 8-K dated January 17, 1995 and April 18, 1995, filed pursuant to Section 13 of the Exchange Act; and (4) The description of the Common Stock set forth in the Registration Statement on Form 10 (File No. 1-5738), filed pursuant to Section 12 of the Exchange Act. All reports subsequently filed by Citicorp pursuant to Sections 13(a) and (c) of the Exchange Act and any definitive proxy or information statements filed pursuant to Section 14 of the Exchange Act in connection with any subsequent stockholders' meeting and any reports filed pursuant to Section 15(d) of the Exchange Act prior to the termination of the offering of the Securities offered hereby shall be incorporated by reference into this Prospectus and be a part hereof. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated by reference herein or in the accompanying Prospectus Supplement modifies or supersedes such statement. Any such statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus. Citicorp will provide without charge to each person to whom this Prospectus is delivered, on the request of any such person, a copy of any and all of the foregoing documents incorporated herein by reference (other than exhibits to such documents). Written or telephone requests should be directed to Citicorp, 399 Park Avenue, New York, New York 10043, Attention: Investor Relations Department, (212) 559-2718. 3 CITICORP Citicorp, whose principal subsidiary is Citibank, N.A. ("Citibank"), is a holding company incorporated under the laws of the state of Delaware on December 4, 1967. The principal office of Citicorp is located at 399 Park Avenue, New York, New York 10043; its telephone number is (212) 559-1000. Through its subsidiaries and affiliates, including Citibank, Citicorp is a global financial services organization serving the financial needs of individuals, businesses, governments and financial institutions in the United States and throughout the world. Holding Company Citicorp is a legal entity separate and distinct from Citibank and its other subsidiaries and affiliates. The proceeds of Citicorp debt and equity issuances are provided to its subsidiaries both as equity investments and advances or are held primarily in liquid investments. Citicorp derives revenues through interest payments and dividends on its subsidiary advances and investments and from earnings on its liquid asset portfolio. These revenues are used to defray Citicorp's operating expenses, service its debt and pay dividends to holders of its preferred and common shares. There are various legal limitations on the extent to which Citicorp's bank subsidiaries may extend credit, pay dividends or otherwise supply funds to Citicorp. The approval of the Office of the Comptroller of the Currency is required if total dividends declared by a national bank in any calendar year exceed net profits (as defined) for that year combined with its retained net profits for the preceding two years. In addition, dividends for such a bank may not be paid in excess of the bank's undivided profits. State-chartered bank subsidiaries are subject to dividend limitations imposed by applicable state law. As of March 31, 1995, Citicorp's national and state-chartered bank subsidiaries could have declared dividends to their respective parent companies, without regulatory approval, of approximately $4.8 billion. In determining whether and to what extent to pay dividends, each bank subsidiary also must consider the effect of dividend payments on applicable risk-based capital and leverage ratio requirements as well as policy statements of the federal regulatory agencies that indicate that banking organizations should generally pay dividends out of current operating earnings. Consistent with these considerations, Citicorp estimates that as of March 31, 1995 its bank subsidiaries could have declared approximately $3.7 billion of the available $4.8 billion. Citicorp also derives dividends from its non-bank subsidiaries, including the holding company that owns many of Citicorp's domestic banks. These subsidiaries are not subject to regulatory restrictions on their payment of dividends to Citicorp, except that the approval of the Office of Thrift Supervision may be required if total dividends declared by a savings association in any calendar year exceed amounts specified in that agency's regulations. In addition, there are numerous governmental requirements and regulations that affect the activities of Citicorp and its bank and non-bank subsidiaries. Under longstanding policy of The Board of Governors of the Federal Reserve System, a bank holding company is expected to act as a source of financial strength for its subsidiary banks and to commit resources to support such banks. As a result of such policy, Citicorp may be required to commit resources to its subsidiary banks in circumstances where it might not do so absent such policy. Because Citicorp is a holding company, its rights and the rights of its creditors and stockholders, including the holders of Securities offered hereby, to participate in the assets of any subsidiary upon the latter'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. 4 USE OF PROCEEDS Citicorp intends to apply the net proceeds from the sale of the Securities to its general funds to be used by its management for corporate purposes, principally to fund investments in, or extensions of credit to, banking and non-banking subsidiaries. Except as otherwise described in a Prospectus Supplement, specific allocations of the proceeds to such purposes will not have been made at the date of the applicable Prospectus Supplement, although the management of Citicorp will have determined that funds should be raised at that time in anticipation of future funding requirements of the subsidiaries. The precise amount and timing of such investments in and extensions of credit to the subsidiaries will depend upon their funding requirements and the availability of other funds to Citicorp and its subsidiaries. If Securities are issued to one or more persons in exchange for outstanding securities of Citicorp and are resold by such persons, the accompanying Prospectus Supplement will set forth the number of shares or the principal amount of such securities which Citicorp will receive in exchange therefor and, in the case of debt securities, which will thereupon cease to be outstanding, the residual cash payment, if any, which Citicorp may receive from such person or such person may receive from Citicorp, as the case may be, the date from which Citicorp will pay to such person dividends or interest, if any, accrued on the securities to the closing date and an estimate of Citicorp's expenses in respect of the offering of such Securities. RATIOS OF INCOME TO FIXED CHARGES INCLUDING PREFERRED STOCK DIVIDENDS For the fiscal years ended December 31, 1994, 1993, 1992, 1991 and 1990 and for the three months ended March 31, 1995 and March 31, 1994, Citicorp's consolidated ratios of income to fixed charges including preferred stock dividends, computed as set forth below, were as follows:
Three Months Ended March 31, Year ended December 31, ------------ --------------------------------- 1995 1994 1994 1993 1992 1991 1990 ---- ---- ---- ---- ---- ---- ---- Income to Fixed Charges Including Preferred Stock Dividends: Excluding Interest on Deposits ..................... 2.00 1.41 1.63 1.35 1.16 .92 1.05 Including Interest on Deposits ..................... 1.35 1.19 1.26 1.14 1.06 .97 1.02
Income for the year ended December 31, 1991 was inadequate to cover fixed charges including preferred stock dividends by $508 million. For purposes of computing the consolidated ratio of income to fixed charges including preferred stock dividends, income represents net income (loss) (before extraordinary item and cumulative effects of accounting changes) plus income taxes and fixed charges. Fixed charges including preferred stock dividends, excluding interest on deposits, represent interest expense (except interest paid on deposits), preferred stock dividends and the interest factor included in rents. Fixed charges including preferred stock dividends, including interest on deposits, represent all interest expense, preferred stock dividends and the interest factor included in rents. 5 DESCRIPTION OF PREFERRED STOCK General Citicorp is authorized by its Restated Certificate of Incorporation, as amended, to issue 50,000,000 shares of preferred stock, without par value, which may be issued in one or more series with such voting powers, full or limited, but not to exceed one vote per share, or without voting powers, and with such designations, preferences and privileges, relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors and the Stock Committee thereof (the "Stock Committee"). Of such 50,000,000 shares of preferred stock, 21,471,337 shares have been issued and are outstanding (which number of shares includes shares of preferred stock authorized for issuance by the Stock Committee and outstanding as described in the following sentences) as of the date hereof. Of such 50,000,000 shares of preferred stock, the Board of Directors has authorized the issuance by the Stock Committee from time to time of up to 20,000,000 shares of preferred stock in one or more series. Of such 20,000,000 shares of preferred stock authorized for issuance by the Stock Committee, 11,850,000 shares have been issued and are outstanding as of the date hereof. Outstanding Preferred Stock Citicorp has outstanding a series of preferred stock designated as Adjustable Rate Preferred Stock, Second Series, with a liquidation preference of $100 per share; a series of preferred stock designated as Adjustable Rate Preferred Stock, Third Series, with a liquidation preference of $100 per share; a series of preferred stock designated as Adjustable Rate Cumulative Preferred Stock, Seventh Series, with a liquidation preference of $100 per share; two series of preferred stock designated as Graduated Rate Cumulative Preferred Stock, Series 8A and 8B, each with a liquidation preference of $100 per share; a series of preferred stock designated as 9.12% Preferred Stock, Series 9, with a liquidation preference of $25 per share; a series of convertible preferred stock designated as Preferred Stock, Series 12, consisting of 5,900 shares with a liquidation preference of $100,000 per share and which may be converted into 36,875,000 shares of Common Stock at a conversion price of $16 per share; a series of convertible preferred stock designated as Preferred Stock, Series 13, consisting of 6,600 shares with a liquidation preference of $100,000 per share and which may be converted into 36,164,383 shares of Common Stock at a conversion price of $18.25 per share; a series of preferred stock designated as 9.08% Preferred Stock, Series 14, with a liquidation preference of $250 per share; a series of preferred stock designated as Conversion Preferred Stock, Series 15, consisting of 6,408,334 shares, with a liquidation preference of $177 per share and which, unless redeemed earlier, will be exchanged for shares of Common Stock on November 30, 1995 at an exchange rate initially equal to twelve shares of Common Stock for each share of Conversion Preferred Stock, Series 15, which exchange rate is subject to adjustment (2,500,000 shares of Conversion Preferred Stock, Series 15 will be exchanged for approximately 13,154,360 shares of Common Stock on June 12, 1995); a series of preferred stock designated as 8.00% Noncumulative Preferred Stock, Series 16, with a liquidation preference of $250 per share; a series of preferred stock designated as 7 1/2% Noncumulative Preferred Stock, Series 17, with a liquidation preference of $250 per share; a series of preferred stock designated as Adjustable Rate Cumulative Preferred Stock, Series 18, with a liquidation preference of $250 per share; a series of preferred stock designated as Adjustable Rate Cumulative Preferred Stock, Series 19, with a liquidation preference of $250 per share; a series of preferred stock designated as 8.30% Noncumulative Preferred Stock, Series 20, with a liquidation preference of $250 per share; and a series of preferred stock designated as 8 1/2% Noncumulative Preferred Stock, Series 21, with a liquidation preference of $250 per share. General Terms The following description of the terms of the Preferred Stock sets forth certain general terms and provisions of the Preferred Stock to which any Prospectus Supplement may relate. Certain terms of any series of Preferred Stock offered by any Prospectus Supplement will be described in the Prospectus Supplement relating to such series of Preferred Stock. If so indicated in the Prospectus Supplement, the terms of any such series may differ from the terms set forth below. The Stock Committee is authorized to declare dividends payable on the Preferred Stock and to establish and designate series and to fix the number of shares and the relative rights, preferences and limitations of the respective series of Preferred Stock (other than voting rights), all of which terms and conditions shall be set forth in the Prospectus Supplement accompanying this Prospectus relating to the particular series of Preferred Stock offered thereby. The terms of particular series of Preferred Stock may differ, among other things, in (1) the number of shares to constitute such series, (2) the dividend rate (or the method of calculation thereof) on the shares of such series and whether such 6 dividends will be cumulative or noncumulative, (3) whether or not the shares of the series shall be redeemable and the terms thereof, (4) the amount per share payable on the shares of the series in case of liquidation, dissolution or winding up of Citicorp and (5) the other rights and privileges and any qualifications, limitations or restrictions of such rights or privileges of such series. In addition, as described under "Description of Depositary Shares" below, Citicorp, at its option, may elect to offer depositary shares (the "Depositary Shares") evidenced by depositary receipts, each representing a fraction (to be specified in the Prospectus Supplement relating to the particular series of Preferred Stock) of a share of the particular series of Preferred Stock issued and deposited with a depositary, in lieu of offering full shares of such series of Preferred Stock. Unless stated otherwise in the applicable Prospectus Supplement, when issued, each series of Preferred Stock will rank on a parity with all the other outstanding series of preferred stock issued by Citicorp as to payment of dividends (except with respect to the cumulation thereof) and as to the distribution of assets upon liquidation, dissolution or winding up. Subject to the terms of the Preferred Stock to be offered, the remaining shares of undesignated preferred stock may be issued by Citicorp in one or more series, at any time or from time to time, with such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof, as the Board of Directors or any duly authorized committee thereof (including the Stock Committee) shall determine, all without further action of the stockholders, including holders of the Preferred Stock. Citibank will be the transfer agent, dividend disbursing agent and registrar for the shares of the Preferred Stock. Under existing interpretations of the Federal Reserve Board and the Office of Thrift Supervision, if the holders of the Preferred Stock become entitled to vote for the election of directors because dividends on the Preferred Stock are in arrears as described under "Voting Rights" below, Preferred Stock may then be deemed a "class of voting securities" and a holder of 25% or more of the Preferred Stock (or a holder of 5% or more of the Preferred Stock that otherwise exercises a "controlling influence" over Citicorp) may then be subject to regulation as a "bank holding company" in accordance with the Bank Holding Company Act of 1956, as amended, and a holder of 25% or more of the Preferred Stock (or a holder of 10% or more of the Preferred Stock that otherwise possesses certain "control factors" with respect to Citicorp) may then be subject to regulation as a "savings and loan holding company" in accordance with the Home Owners' Loan Act of 1933, as amended. In addition, at such time, (i) any bank holding company or foreign bank with a U.S. presence generally would be required to obtain the approval of the Federal Reserve Board under the Bank Holding Company Act of 1956, as amended, to acquire or retain 5% or more of the Preferred Stock; (ii) any person other than a bank holding company may be required to obtain the approval of the Federal Reserve Board and the Office of Thrift Supervision under the Change in Bank Control Act to acquire or retain 10% or more of the Preferred Stock; and (iii) any savings and loan holding company generally could not retain in excess of 5% of the Preferred Stock. The following statements are brief summaries of certain provisions that will be contained in the Certificate of Designations authorizing the issuance of a series of Preferred Stock, do not purport to be complete and are qualified in their entirety by reference to such Certificate of Designations, the form of which has been filed as an exhibit to the Registration Statement of which this Prospectus is a part, and by Citicorp's Restated Certificate of Incorporation, as amended. The resolutions set forth in the Certificate of Designations will be adopted by the Board of Directors or the Stock Committee prior to the issuance of a series of Preferred Stock, and such Certificate of Designations will be filed with the Secretary of State of the State of Delaware as soon thereafter as reasonably practicable. In the event Citicorp elects to issue Depositary Shares, each representing a fraction of a share of a particular series of Preferred Stock, subject to the terms of the Deposit Agreement (as hereinafter defined), each such Depositary Share will be entitled, in proportion to the applicable fraction of a share of Preferred Stock represented by such Depositary Share, to all the rights and preferences of the Preferred Stock represented thereby (including dividends, voting, redemption and liquidation rights). See "Description of Depositary Shares." Dividends Holders of shares of the Preferred Stock will be entitled to receive, as, if and when declared by the Board of Directors or the Stock Committee out of assets of Citicorp legally available for payment, cash dividends at the rate set forth in, or calculated in accordance with the formula set forth in, the Prospectus Supplement. Dividends on the Preferred Stock may be cumulative ("Cumulative Preferred Stock") or noncumulative ("Noncumulative Preferred Stock") as provided in the Prospectus Supplement. Unless otherwise provided in the Prospectus Supplement, dividends on the Cumulative Preferred Stock will be cumulative from the date of original issue of such series and will be 7 payable quarterly in arrears on the dates specified in the Prospectus Supplement. If any date so specified as a dividend payment date is not a business day, dividends (if declared) on the Preferred Stock (unless otherwise provided in the Prospectus Supplement) will be paid on the immediately succeeding business day, without interest. A dividend period with respect to a dividend payment date is the period commencing on the immediately preceding dividend payment date and ending on the day immediately prior to the next succeeding dividend payment date. If the Board of Directors or the Stock Committee fails to declare or pay a dividend on any series of Noncumulative Preferred Stock for any dividend period, Citicorp shall have no obligation to pay a dividend for such period, whether or not dividends on such series of Noncumulative Preferred Stock are declared for any future dividend period. Dividends on the Preferred Stock will be payable in arrears to holders of record as they appear on the stock register of Citicorp on such record dates, not more than thirty nor less than fifteen days preceding the payment dates thereof, as shall be fixed by the Board of Directors or the Stock Committee. No full dividends will be declared or paid or set apart for payment on the preferred stock of any series ranking, as to dividends, on a parity with or junior to any other series of Preferred Stock for any period unless full dividends have been or are contemporaneously declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on such series of Preferred Stock for (i) all dividend periods terminating on or prior to the date of payment of such full cumulative dividends (in the case of a series of Cumulative Preferred Stock) or (ii) the immediately preceding dividend period (in the case of a series of Noncumulative Preferred Stock). When dividends are not paid in full upon such series of Preferred Stock (whether Cumulative Preferred Stock or Noncumulative Preferred Stock), and any other preferred stock ranking on a parity as to dividends with such series of Preferred Stock, all dividends declared upon shares of such series of Preferred Stock and any other preferred stock ranking on a parity as to dividends will be declared pro rata so that the amount of dividends declared per share on such series of Preferred Stock and such other preferred stock will in all cases bear to each other the same ratio that accrued dividends per share (which, in the case of Noncumulative Preferred Stock, shall not include any cumulation in respect of unpaid dividends for prior dividend periods) on the shares of such series of Preferred Stock and such other preferred stock bear to each other. Except as provided in the preceding sentence, unless full dividends on all outstanding shares of any such series of Preferred Stock have been declared and paid or set apart for payment for all past dividend periods, in the case of a series of Cumulative Preferred Stock, or for the immediately preceding dividend period, in the case of a series of Noncumulative Preferred Stock, and Citicorp is not in default with respect to any redemption of shares of Preferred Stock announced by Citicorp as described under "Redemption" below, no dividends (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, the Common Stock of Citicorp or another stock of Citicorp ranking junior to the Preferred Stock as to dividends and upon liquidation) will be declared or paid or set aside for payment or other distribution declared or made upon the Common Stock of Citicorp or upon any other stock of Citicorp ranking junior to or on parity with the Preferred Stock as to dividends or upon liquidation, nor will any Common Stock of Citicorp nor any other stock of Citicorp ranking junior to or on parity with such Preferred Stock as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any shares of any such stock) by Citicorp (except by conversion into or exchange for stock of Citicorp ranking junior to the Preferred Stock as to dividends and upon liquidation). The amount of dividends payable for any period shorter than a full dividend period shall be computed on the basis of twelve 30-day months, a 360-day year and, for any period of less than one month (other than the initial period), the actual number of days elapsed in such period. Liquidation Preference Upon any liquidation, dissolution or winding up of Citicorp, whether voluntary or involuntary, the holders of the Preferred Stock will have preference and priority over the Common Stock of Citicorp, or any other class of stock of Citicorp ranking on liquidation, dissolution or winding up junior to the Preferred Stock, for payments out of or distribution of the assets of Citicorp or proceeds thereof, whether from capital or surplus, of the amount per share set forth in the Prospectus Supplement plus all dividends (whether or not earned or declared), accrued and unpaid thereon to the date of final distribution to such holders (but in the case of Noncumulative Preferred Stock, without cumulation of unpaid dividends for prior dividend periods), and after such payment the holders of Preferred Stock will be entitled to no other payments. If, in the case of any such liquidation, dissolution or winding up of Citicorp, the assets of Citicorp or proceeds thereof should be insufficient to make the full liquidation payment in the amount per share set forth in the Prospectus Supplement, plus all accrued and unpaid dividends on the Preferred Stock (but in the case of Noncumulative Preferred Stock without cumulation of unpaid dividends for prior dividend periods) and liquidating payments on any other preferred stock ranking as to liquidation, dissolution or winding up on a parity with the Preferred Stock, then 8 such assets or proceeds thereof will be distributed among the holders of the Preferred Stock and any such other preferred stock ratably in accordance with the respective amounts which would be payable on such shares of Preferred Stock and any such other preferred stock if all amounts thereon were paid in full. A consolidation or merger of Citicorp with one or more corporations will not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of Citicorp. Redemption Citicorp may, at its option, at any time or from time to time on not less than 30 and not more than 60 days' notice, redeem one or more series of Preferred Stock in whole or part at the redemption prices and on the dates set forth in the Prospectus Supplement for the related series of Preferred Stock. If less than all outstanding shares of a series of Preferred Stock are to be redeemed, the selection of the shares to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors or the Stock Committee or by any other method which may be determined by the Board of Directors or the Stock Committee to be equitable. From and after the redemption date (unless default shall be made by Citicorp in providing money for the payment of the redemption price, together with accrued and unpaid dividends thereon (but in the case of Noncumulative Preferred Stock without cumulation of unpaid dividends for prior dividend periods) to the date fixed for redemption), dividends shall cease to accrue on the shares of such series of Preferred Stock called for redemption, such shares shall no longer be deemed to be outstanding and all rights of the holders thereof (except the right to receive the redemption price) shall cease. In addition, Citicorp, at its option, may, with prior Federal Reserve Board approval to the extent then required by applicable law, redeem all, but not less than all, of the outstanding shares of the Preferred Stock, out of funds legally available therefor, if the holders of such shares would be entitled to vote upon or consent to a merger or consolidation of Citicorp under the circumstances described under "Voting Rights" below and all of the following conditions have been satisfied: (i) Citicorp shall have requested the vote or consent of the holders of such shares to the consummation of such merger or consolidation, stating in such request that failing the requisite favorable vote or consent Citicorp will have the option to redeem such shares, (ii) Citicorp shall have not received the favorable vote or consent requisite to the consummation of the transaction within 60 days after making such request and (iii) such transaction shall be consummated on the date fixed for such redemption, which date shall be no more than one year after such request is made. Any such redemption shall be on notice as aforesaid at a redemption price per share of the Preferred Stock set forth in the Prospectus Supplement, plus accrued and unpaid dividends thereon (but in the case of Noncumulative Preferred Stock without cumulation of unpaid dividends for prior dividend periods) to the date fixed for redemption. Voting Rights Unless otherwise described in the applicable Prospectus Supplement, holders of the Preferred Stock will have no voting rights except as set forth below or as otherwise from time to time required by law. Whenever dividends on the Preferred Stock shall be in arrears for such number of dividend periods, whether or not consecutive, which shall in the aggregate contain not less than 540 days, the holders of outstanding shares of the Preferred Stock (voting separately as a class with holders of shares of any one or more other series of preferred stock ranking on a parity with the Preferred Stock either as to dividends or the distribution of assets upon liquidation, dissolution or winding up and upon which like voting rights have been conferred and are exercisable) will be entitled to vote for the election of two additional directors on the terms set forth below. Such voting rights will continue, in the case of any series of Cumulative Preferred Stock, until all past dividends accumulated on shares of Cumulative Preferred Stock shall have been paid in full and, in the case of any series of Noncumulative Preferred Stock, until all dividends on shares of Noncumulative Preferred Stock shall have been paid in full for at least one year. Upon payment in full of such dividends such voting rights shall terminate except as expressly provided by law, subject to re-vesting in the event of each and every subsequent default in the payment of dividends as aforesaid. Holders of all series of preferred stock which are granted such voting rights (which rank on a parity with the Preferred Stock) will vote as a class, and each holder of shares of the Preferred Stock will have one vote for each share of stock held and each other series will have such number of votes, if any, for each share of stock held as may be granted to them. In the event the holders of shares of the Preferred Stock are entitled to vote as described in this paragraph, the Board of Directors will automatically be increased by two directors, and the holders of the Preferred Stock will have the exclusive right as members of such class, as outlined above, to elect two directors at the next annual meeting of stockholders. 9 Upon termination of the right of the holders of the Preferred Stock to vote for directors as discussed in the prior paragraph, the term of office of all directors then in office elected by such holders will terminate immediately. Whenever the term of office of the directors elected by such holders ends and the related special voting rights expire, the number of directors will automatically be decreased to such number as would otherwise prevail. So long as any shares of Preferred Stock remain outstanding, Citicorp will not, without the affirmative vote or consent of the holders of at least two-thirds of the shares of the Preferred Stock outstanding at the time (voting as a class with all other series of preferred stock ranking on a parity with the Preferred Stock either as to dividends or the distribution of assets upon liquidation, dissolution or winding up and upon which like voting rights have been conferred and are then exercisable), given in person or by proxy, either in writing or at a meeting, (i) authorize, create or issue, or increase the authorized or issued amount, of any class or series of stock ranking prior to the Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up; or (ii) amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of Citicorp's Restated Certificate of Incorporation, as amended, or of the resolutions contained in the Certificates of Designations of the Preferred Stock designating such Preferred Stock and the powers, preferences and privileges, relative, participating, optional or other special rights and qualifications, limitations and restrictions thereof, so as to materially and adversely affect any right, preference, privilege or voting power of the Preferred Stock or the holders thereof; provided, however, that any increase in the amount of the authorized preferred stock or the creation and issuance of other series of preferred stock, or any increase in the amount of authorized shares of Preferred Stock, in each case ranking on a parity with or junior to the Preferred Stock with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up will not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. The foregoing voting provisions will not apply if all outstanding shares of Preferred Stock have been redeemed or sufficient funds have been deposited in trust to effect such a redemption which is scheduled to be consummated within three months after the time that such rights would otherwise be exercisable. Conversion Rights The Prospectus Supplement for any series of Preferred Shares will state whether shares in that series are convertible into Common Stock. See "Description of Common Stock," below. Unless otherwise provided in the applicable Prospectus Supplement, if a series of Preferred Stock is convertible into shares of Common Stock ("Convertible Preferred Stock"), holders of such Convertible Preferred Stock will have the right, as provided in the related Prospectus Supplement, to convert any of such Convertible Preferred Stock, initially at the conversion rate set forth in such Prospectus Supplement, provided that if such series of Convertible Preferred Stock is called for redemption, the conversion rights pertaining thereto will terminate at the close of business on the date fixed for redemption. No fractional share or scrip representing a fractional share will be issued upon conversion of the Convertible Preferred Stock, but if such conversion results in a fraction, an equivalent amount will be paid in cash by Citicorp, based on the Closing Price, as defined in the Certificate of Designations for such series of Convertible Preferred Stock, of Citicorp's Common Stock on the business day immediately preceding the day on which the Convertible Preferred Stock is converted. No payment or adjustment shall be made upon conversion of the Convertible Preferred Stock in respect of dividends accrued and unpaid to the date of conversion or in respect of any dividends on the Common Stock issued upon such conversion. The conversion price for a series of Convertible Preferred Stock that is convertible into Common Stock is subject to adjustment upon the occurrence of certain events under formulas that will be set forth in the Certificate of Designations that relates to such series of Convertible Preferred Stock and described in the related Prospectus Supplement. If at any time Citicorp makes a distribution of property to its shareholders that would be taxable to such shareholders as a dividend for federal income tax purposes (for example, distributions of evidences of indebtedness or assets of Citicorp, but generally not stock dividends or rights to subscribe to capital stock) and, pursuant to the antidilution provisions described in the related Prospectus Supplement, the conversion price of a series of Convertible Preferred Stock is decreased, such decrease may be deemed to be the receipt of taxable income by holders of such Convertible Preferred Stock. 10 DESCRIPTION OF DEPOSITARY SHARES General Citicorp may, at its option, elect to offer fractional shares of Preferred Stock, rather than full shares of Preferred Stock. In the event such option is exercised, Citicorp will issue to the public receipts ("Depositary Receipts") for Depositary Shares, each of which will represent a fraction (to be set forth in the Prospectus Supplement relating to a particular series of Preferred Stock) of a share of a particular series of Preferred Stock as described below. The shares of any series of Preferred Stock represented by Depositary Shares will be deposited under a Deposit Agreement (the "Deposit Agreement") among Citicorp, a bank or trust company selected by Citicorp having its principal office in the United States and having a combined capital and surplus of at least $50,000,000 (the "Depositary") and the holders from time to time of the Depositary Receipts. Subject to the terms of the Deposit Agreement, each owner of a Depositary Share will be entitled, in proportion to the applicable fraction of a share of Preferred Stock represented by such Depositary Share, to all the rights and preferences of the Preferred Stock represented thereby (including dividend, voting, redemption and liquidation rights). The Depositary Shares will be evidenced by Depositary Receipts issued pursuant to the Deposit Agreement. Depositary Receipts will be distributed to those persons purchasing the fractional shares of the related series of Preferred Stock in accordance with the terms of the offering described in the related Prospectus Supplement. Copies of the forms of Deposit Agreement and Depositary Receipt are filed as exhibits to the Registration Statement of which this Prospectus is a part, and the following summary is qualified in its entirety by reference to such exhibits. Pending the preparation of definitive engraved Depositary Receipts, the Depositary may, upon the written order of Citicorp, issue temporary Depositary Receipts substantially identical to (and entitling the holders thereof to all the rights pertaining to) the definitive Depositary Receipts but not in definitive form. Definitive Depositary Receipts will be prepared thereafter without unreasonable delay, and temporary Depositary Receipts will be exchangeable for definitive Depositary Receipts at Citicorp's expense. Dividends and Other Distributions The Depositary will distribute all cash dividends or other cash distributions received in respect of the related series of Preferred Stock to the record holders of Depositary Shares relating to such series of Preferred Stock in proportion to the number of such Depositary Shares owned by such holders. In the event of a distribution other than in cash, the Depositary will distribute property received by it to the record holders of Depositary Shares entitled thereto, unless the Depositary determines that it is not feasible to make such distribution, in which case the Depositary may, with the approval of Citicorp, sell such property and distribute the net proceeds from such sale to such holders. Withdrawal of Stock Upon surrender of the Depositary Receipts at the corporate trust office of the Depositary (unless the related Depositary Shares have previously been called for redemption), the holder of the Depositary Shares evidenced thereby is entitled to delivery of the number of whole shares of the related series of Preferred Stock and any money or other property represented by such Depositary Shares. Holders of Depositary Shares will be entitled to receive whole shares of the related series of Preferred Stock on the basis set forth in the related Prospectus Supplement for such series of Preferred Stock, but holders of such whole shares of Preferred Stock will not thereafter be entitled to receive Depositary Shares in exchange therefor. If the Depositary Receipts delivered by the holder evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of the related series of Preferred Stock to be withdrawn, the Depositary will deliver to such holder at the same time a new Depositary Receipt evidencing such excess number of Depositary Shares. Redemption of Depositary Shares If Citicorp redeems a series of Preferred Stock represented by Depositary Shares, the Depositary Shares will be redeemed from the proceeds received by the Depositary resulting from the redemption, in whole or in part, of such series of Preferred Stock held by the Depositary. The redemption price per Depositary Share will be equal to the applicable fraction of the redemption price per share payable with respect to such series of the Preferred Stock. Whenever Citicorp redeems shares of Preferred Stock held by the Depositary, the Depositary will redeem as of the same redemp- 11 tion date the number of Depositary Shares representing shares of the related series of Preferred Stock so redeemed. If less than all the Depositary Shares are to be redeemed, the Depositary Shares to be redeemed will be selected by lot or pro rata as may be determined by the Depositary. Conversion With respect to a series of Preferred Stock underlying Depositary Shares that is convertible into Common Stock, a holder of Depositary Receipts may participate in the conversion in the manner specified in the pertinent Certificate of Designations for holders of the underlying Preferred Stock. If the Depositary Shares represented by a Depositary Receipt are to be converted in part only, a new Depositary Receipt or Depositary Receipts will be issued by the Depositary for the Depositary Shares not to be converted. No fractional shares of Common Stock will be issued upon conversion, and if such conversion would result in a fractional share being issued, an amount will be paid in cash by Citicorp equal to the value of the fractional interest based upon the closing price, as defined in the applicable Certificate of Designations with respect to such series of Preferred Stock, of Citicorp's Common Stock on the last business day prior to the date of conversion. Voting the Preferred Stock Upon receipt of notice of any meeting at which the holders of the Preferred Stock are entitled to vote, the Depositary will mail the information contained in such notice of meeting to the record holders of the Depositary Shares relating to such Preferred Stock. Each record holder of such Depositary Shares on the record date (which will be the same date as the record date for the Preferred Stock) will be entitled to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of the series of Preferred Stock represented by such holder's Depositary Shares. The Depositary will endeavor, insofar as practicable, to vote the amount of the Preferred Stock represented by such Depositary Shares in accordance with such instructions, and Citicorp will agree to take all action which may be deemed necessary by the Depositary in order to enable the Depositary to do so. The Depositary will abstain from voting shares of the Preferred Stock to the extent it does not receive specific instructions from the holders of Depositary Shares representing such Preferred Stock. Amendment and Termination of the Deposit Agreement The form of Depositary Receipt evidencing the Depositary Shares and any provision of the Deposit Agreement may at any time be amended by agreement between Citicorp and the Depositary. However, any amendment which materially and adversely alters the rights of the holders of Depositary Receipts will not be effective unless such amendment has been approved by the holders of Depositary Receipts representing at least a majority (or, in the case of amendments relating to or affecting rights to receive dividends or distributions or voting or redemption rights, two-thirds, unless otherwise provided in the related Prospectus Supplement) of the Depositary Shares then outstanding. The Deposit Agreement may be terminated by Citicorp or the Depositary only if (i) all outstanding Depositary Shares have been redeemed, (ii) there has been a final distribution in respect of the related series of Preferred Stock in connection with any liquidation, dissolution or winding up of Citicorp and such distribution has been distributed to the holders of Depositary Receipts or (iii) upon the consent of holders of Depositary Receipts representing not less than two-thirds of the Depositary Shares outstanding. Charges of Depositary Citicorp will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. Citicorp will pay charges of the Depositary in connection with the initial deposit of the related series of Preferred Stock and any redemption of such Preferred Stock. Holders of Depositary Receipts will pay transfer and other taxes and governmental charges and such other charges as are expressly provided in the Deposit Agreement to be for their accounts. The Depositary may refuse to effect any transfer of a Depositary Receipt or any withdrawal of shares of a series of Preferred Stock evidenced thereby until all such taxes and charges with respect to such Depositary Receipt or such series of Preferred Stock are paid by the holder thereof. Miscellaneous The Depositary will forward all reports and communications from Citicorp which are delivered to the Depositary and which Citicorp is required to furnish to the holders of the Preferred Stock. 12 Neither the Depositary nor Citicorp will be liable if it is prevented or delayed by law or any circumstance beyond its control in performing its obligations under the Deposit Agreement. The obligations of Citicorp and the Depositary under the Deposit Agreement will be limited to performance in good faith of their duties thereunder and neither Citicorp nor the Depositary will be obligated to prosecute or defend any legal proceeding in respect of any Depositary Shares or series of Preferred Stock unless satisfactory indemnity is furnished. Citicorp and the Depositary may rely on written advice of counsel or accountants, or information provided by persons presenting Preferred Stock for deposit, holders of Depositary Shares or other persons believed to be competent and on documents believed to be genuine. Resignation and Removal of Depositary The Depositary may resign at any time by delivering to Citicorp notice of its election to do so, and Citicorp may at any time remove the Depositary. Any such resignation or removal of the Depositary will take effect upon the appointment of a successor Depositary, which successor Depositary must be appointed within 60 days after delivery of the notice or resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000. DESCRIPTION OF COMMON STOCK Citicorp has 800,000,000 authorized shares of Common Stock, par value $1.00 per share, approximately 397,467,929 shares of which were outstanding at March 31, 1995. In addition, Citicorp is authorized by its Restated Certificate of Incorporation, as amended, to issue 20,000,000 shares of Class B Common Stock, par value $1.00 per share (the "Class B Common Stock"). Class B Common Stock may be issued in one or more series, at any time or from time to time, with one vote per share and with such designations, preferences and relative, participating, optional and other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolutions providing for the issuance thereof adopted by the Board of Directors. No shares of Class B Common Stock are currently outstanding. The following is a brief summary of certain rights and provisions of the Common Stock and Class B Common Stock. Subject to any prior rights of Citicorp's preferred stock and Class B Common Stock then outstanding, holders of Citicorp's Common Stock are entitled to receive such dividends as are declared by the Board of Directors out of funds legally available therefor. The indentures under which certain of Citicorp's debt securities are outstanding prohibit Citicorp, under certain circumstances, from paying dividends in shares of stock of Citibank. Subject to the rights, if any, of the holders of shares of preferred stock, all voting rights are vested in the holders of shares of Common Stock and Class B Common Stock, each share being entitled to one vote. A majority of the shares entitled to vote (normally shares of Common Stock and Class B Common Stock, if any), present in person or represented by proxy, constitutes a quorum at a meeting of stockholders of Citicorp. In the event of a class vote, a majority of the shares of the affected class, present in person or represented by proxy, constitutes a quorum of such class. Except as otherwise set forth below, corporate actions requiring stockholder action must be approved by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter. Stockholder action (including the election of directors) may be taken without a meeting by the written consent of the holders of not less than a majority (or such greater percentage required by law) of the stock entitled to vote. Any amendment to Citicorp's Restated Certificate of Incorporation, including any increase or decrease in the authorized capital stock or any change to the rights of an outstanding class or series of capital stock, must be adopted by the holders of a majority of the outstanding voting shares. In addition, changes adversely affecting the rights of a particular class or series of outstanding capital stock must be adopted by the holders of such class or series of capital stock (generally by a majority of the shares of such class or series, but in some cases by two-thirds of such shares). Agreements relating to mergers and certain other extraordinary corporate actions also must be adopted by the holders of a majority of the outstanding voting shares. Holders of the shares of Common Stock have, and holders of shares of Class B Common Stock, when and if issued, will have noncumulative voting rights, which means that the holders of more than 50% of the shares voting for the election of directors can elect 100% of the directors if they choose to do so, and, in such event, the holders of the remaining less than 50% of the shares voting for the election of directors will not be able to elect any person or persons to the Board of Directors. 13 Subject to any prior rights of the preferred stock and Class B Common Stock then outstanding, in the event of the liquidation of Citicorp, the holders of the Common Stock are entitled to receive pro rata any assets distributable to stockholders in respect of shares held by them. Because Citicorp is a holding company, its rights and the rights of the record holders of the shares of Common Stock to participate in the assets of any subsidiary upon the latter'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. In addition, there are various legal limitations on the extent to which Citicorp's U.S.-insured depositary institutions may extend credit, pay dividends or otherwise supply funds to Citicorp. See "Citicorp-Holding Company." Holders of Common Stock do not have the right to subscribe to any additional securities which may be issued by Citicorp. The Common Stock does not have any sinking fund, conversion or redemption provisions applicable thereto and is not liable to further call or assessment by Citicorp. There is no restriction on the repurchase of shares of Common Stock by Citicorp with funds legally available therefor subject, under certain circumstances, to prior approval by the Federal Reserve Board. Outstanding shares of Common Stock are validly issued, fully paid and non-assessable. The transfer agent and the registrar for the Common Stock is Citibank and the co-transfer agents and co-registrants for the Common Stock are The First National Bank of Chicago, First Interstate Bank of California and Montreal Trust Company. DESCRIPTION OF SECURITIES WARRANTS Citicorp may issue, together with any series of Securities offered or separately, Securities Warrants for the purchase of Preferred Stock, Depositary Shares or Common Stock. The Securities Warrants are to be issued under Securities Warrant Agreements (each a "Securities Warrant Agreement") to be entered into between Citicorp and a bank or trust company, as Securities Warrant Agent (the "Securities Warrant Agent"), all as set forth in the applicable Prospectus Supplement relating to the particular issue of Securities Warrants. A copy of each form of Securities Warrant Agreement (for Preferred Stock, Depositary Shares and Common Stock), including the related form of Securities Warrant Certificate representing the Securities Warrants (the "Securities Warrant Certificates"), reflecting the alternative provisions to be included in the Securities Warrant Agreements that will be entered into with respect to particular offerings of Securities Warrants, is filed as an exhibit to the Registration Statement of which this Prospectus forms a part. The following summaries of certain provisions of the Securities Warrant Agreements and the Securities Warrant Certificates do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Securities Warrant Agreement and Securities Warrant Certificate, respectively, including the definitions therein of certain terms. General In the case of a series of Securities Warrants for the purchase of Preferred Stock, Depositary Shares or Common Stock, the applicable Prospectus Supplement will describe the terms of such Securities Warrants, the Securities Warrant Agreement relating to such Securities Warrants and the Securities Warrant Certificates including the following, if applicable: (i) the offering price; (ii) the aggregate number of shares purchasable upon exercise of such Securities Warrants and, in the case of Securities Warrants for Preferred Stock or Depositary Shares, the designation and terms of the series of Preferred Stock purchasable upon exercise of such Securities Warrants; (iii) the designation and terms of the series of Preferred Stock or Depositary Shares with which such Securities Warrants are being offered and the number of such Securities Warrants being offered with each series of Preferred Stock or Depositary Shares; (iv) the date on and after which such Securities Warrants and the related series of Preferred Stock, Depositary Shares or shares of Common Stock will be transferable separately; (v) the number of shares of Preferred Stock, Depositary Shares or shares of Common Stock purchasable upon exercise of each such Securities Warrant and the price at which such number of shares of Preferred Stock or Depositary Shares of such series or Common Stock may be purchased upon such exercise; (vi) the date on which the right to exercise such Securities Warrants shall commence and the date on which such right shall expire (each, an "Expiration Date"); (vii) U.S. Federal income tax consequences; and (viii) any other terms of such Securities Warrants. Securities Warrants for the purchase of Preferred Stock, Depositary Shares or Common Stock will be in registered form only. 14 Exercise of Securities Warrants Each Securities Warrant will entitle the holder thereof to purchase such number of shares of Preferred Stock, Depositary Shares or Common Stock, as the case may be, at such exercise price as shall in each case be set forth in, or calculable from, the Prospectus Supplement relating to the Securities and Securities Warrants offered thereby. After the close of business on the Expiration Date (or such later date to which such Expiration Date may be extended by Citicorp), unexercised Securities Warrants will become void. Securities Warrants may be exercised by delivering to the Securities Warrant Agent payment as provided in the applicable Prospectus Supplement of the amount required to purchase the Preferred Stock, Depositary Shares or Common Stock, as the case may be, purchasable upon such exercise together with certain information set forth on the reverse side of the Securities Warrant Certificate. Securities Warrants will be deemed to have been exercised upon receipt of payment of the exercise price, subject to the receipt, within five business days, of the Securities Warrant Certificate evidencing such Securities Warrants. Upon receipt of such payment and the Securities Warrant Certificate properly completed and duly executed at the corporate trust office of the Securities Warrant Agent or any other office indicated in the applicable Prospectus Supplement, Citicorp will, as soon as practicable, issue and deliver the Preferred Stock, Depositary Shares or Common Stock, as the case may be, purchasable upon such exercise. If fewer than all of the Securities Warrants represented by such Securities Warrant Certificate are exercised, a new Securities Warrant Certificate will be issued for the remaining amount of Securities Warrants. Amendments and Supplements to Securities Warrant Agreements The Securities Warrant Agreements may be amended or supplemented without the consent of the holders of the Securities Warrants issued thereunder to effect changes that are not inconsistent with the provisions of the Securities Warrants and that do not adversely affect the interests of the holders of the Securities Warrants. Common Stock Warrant Adjustments The exercise price of and the number of shares of Common Stock covered by a Common Stock Warrant are subject to adjustment upon the occurrence of certain events under formulas that will be set forth in the Common Stock Warrant Agreement and described in the related Prospectus Supplement. UNITED STATES TAXATION The following is a summary of the principal United States federal income tax consequences applicable to holders of the Preferred Stock and Common Stock, and is included herein in reliance upon the opinion of E. Noel Harwerth, Esq., Chief Tax Officer of Citibank ("Tax Counsel"). This discussion is based on the Internal Revenue Code of 1986, as amended (the "Code"), regulations of the Treasury Department, administrative rulings and pronouncements of the Internal Revenue Service (the "IRS") and judicial decisions, all as of the date hereof. All of the foregoing are subject to change and any such change may be retroactively applied. Purchasers should note that certain recent amendments to the Code have not yet been subject to definitive interpretation by the IRS or the courts. This discussion does not purport to address all of the federal income tax consequences that may be applicable to particular categories of investors. PURCHASERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO ANY FEDERAL, STATE, LOCAL, FOREIGN OR OTHER TAX CONSIDERATIONS RELEVANT TO THEM. Depositary Shares Holders of the Depositary Shares will be treated for federal income tax purposes as owners of the shares of Preferred Stock represented by the Depositary Shares. Accordingly, the tax treatment of the owners of the Depositary Shares will be the same as the tax treatment of the owners of the Preferred Stock as described below. Thus, upon the withdrawal of shares of Preferred Stock in exchange for Depositary Shares as provided in the Deposit Agreement, (i) no gain or loss will be realized by an exchanging holder, (ii) the tax basis of each share of Preferred Stock to an exchanging holder will be the same as the aggregate tax basis of the Depositary Shares exchanged therefor, and (iii) the holding period for shares of Preferred Stock in the hands of an exchanging holder will include the period during which such holder held Depositary Shares exchanged therefor. Hereinafter, references in this summary to holders of the Preferred Stock will mean both holders of shares of Preferred Stock and holders of Depositary Shares representing shares of Preferred Stock. 15 Dividends and Dividends Received Deduction Citicorp intends to treat the Preferred Stock and Common Stock as stock of Citicorp for federal income tax purposes and distributions with respect thereto as dividends for federal income tax purposes to the extent of the current or accumulated earnings and profits of Citicorp. Accordingly, a shareholder that is a corporation otherwise entitled to the dividends received deduction should be entitled to that deduction with respect to dividends received on the Preferred Stock and Common Stock. In determining the entitlement to the dividends received deduction, corporate holders should consider, as may be more fully set forth in the Prospectus Supplement, the holding period and other requirements of Section 246(c) of the Code (under which the dividends received deduction is disallowed in its entirety if a minimum holding period requirement is not satisfied), the "debt-financed portfolio stock" rules of Section 246A of the Code (under which the dividends received deduction could be reduced to the extent that a holder incurs indebtedness directly attributable to its investment in the Preferred Stock or Common Stock), Code Section 1059 and Treasury regulations promulgated under, and IRS rulings and administrative pronouncements relating to, such Code provisions. Redemption Premium Under Section 305 of the Code and Treasury regulations thereunder, if the redemption price of redeemable Preferred Stock exceeds its issue price, the entire amount of such excess may in certain circumstances constitute an unreasonable redemption premium which will be treated as a constructive dividend taken into account by the holder each year, generally in the same manner as original issue discount would be taken into account were the preferred stock treated as a debt instrument for federal income tax purposes. Any such constructive dividends would be subject to the same rules applicable to the stated quarterly dividends, as described in the discussion of "Dividends and Dividends Received Deduction" above. Such constructive dividends would also be taken into account for purposes of applying the extraordinary dividend rules of Code Section 1059 and the amount or period over which such constructive dividends are taken into account could in certain circumstances cause some or all of the stated quarterly dividends to be treated as extraordinary dividends. The applicable Prospectus Supplement or Prospectus Supplements for Preferred Stock that is redeemable at a price in excess of its issue price will indicate whether Tax Counsel believes that the holder of such Preferred Stock should include in income any redemption premium under Code Section 305. Backup Withholding Under Section 3406 of the Code and the Treasury regulations thereunder, a holder of Preferred Stock or Common Stock who is not otherwise exempt from backup withholding may be subject to backup withholding at the rate of 31 percent with respect to dividends paid on, or the proceeds of a sale, exchange or redemption of, the Preferred Stock or Common Stock, as the case may be. Backup withholding will apply unless the holder provides a certification as required by Code Section 3406 and the Treasury regulations thereunder or otherwise provides an acceptable basis for exemption from backup withholding. Special Tax Rules Applicable to Foreign Holders Dividends Dividends that are paid to a Foreign Holder (as defined below) that are not effectively connected with a trade or business carried on by such Foreign Holder in the United States are generally subject to a 30 percent United States withholding tax. Such rate of withholding may be reduced to the extent provided by a tax treaty to which the United States is a party if the recipient of the dividends is entitled to the benefits of the treaty. In general, a "Foreign Holder" is any person other than (a) a citizen or resident of the United States, (b) a domestic corporation or partnership or (c) an estate or trust the income of which is subject to United States federal income taxation regardless of its source. Dividends that are effectively connected with a trade or business carried on in the United States by a Foreign Holder will be subject to tax at the same rates of tax applicable to domestic corporations or citizens and residents of the United States, as the case may be. The determination of whether a person is engaged in a United States trade or business and whether the dividends or gains realized in connection with the Preferred Stock or Common Stock are effectively connected with that trade or business will depend upon the specific facts and circumstances of each Foreign Holder. In the case of a Foreign Holder that is a corporation, such effectively connected income may be subject to the 16 branch profits tax, which is generally imposed on foreign corporations upon the repatriation from the United States of effectively connected earnings and profits unless an applicable tax treaty eliminates or reduces the rate of such tax. Disposition of Preferred Stock or Common Stock Subject to the discussion below under "Backup Withholding and Information Reporting," a Foreign Holder generally will not be subject to United States tax on gains realized from the sale or exchange of Preferred Stock or Common Stock unless (i) such gain is effectively connected with the conduct of a trade or business carried on in the United States, or (ii) the Foreign Holder is a non-resident alien individual present in the United States for a period or periods aggregating 183 days or more during the taxable year of such disposition and either the Foreign Holder has a "tax home" in the United States or the gain is attributable to an office or other fixed place of business maintained by the Foreign Holder in the United States (in which case, a 30 percent United States tax is imposed on the amount by which such person's gains derived from United States sources, from the sale or exchange at any time during such taxable year of capital assets, exceed such person's losses allocable to United States sources, from the sale or exchange at any time during such taxable year of capital assets). Backup Withholding and Information Reporting Payments of dividends to Foreign Holders are generally subject to information reporting and possibly to a United States backup withholding tax (which generally is a withholding tax that is imposed at the rate of 31 percent on certain payments to persons who fail to furnish the information required under the Code and Treasury regulations thereunder). Backup withholding generally will not apply to dividends paid on Preferred Stock or Common Stock to Foreign Holders at an address outside the United States. The payments of the proceeds from a disposition of shares of Preferred Stock or Common Stock to or through the United States office of a broker will be subject to information reporting and backup withholding unless the holder or beneficial owner certifies as to its non-United States status or otherwise establishes an exemption from backup withholding. The payment of the proceeds from the disposition of Preferred Stock or Common Stock to or through a non-United States office of a broker will not be subject to information reporting or backup withholding, except that if the broker is a United States person, a controlled foreign corporation for United States tax purposes or a foreign person 50 percent or more of whose gross income was effectively connected with the conduct of a trade or business within the United States for a specified three-year period, information reporting will apply to such payments unless such broker has documentary evidence in its files of the owner's non-United States status and has no actual knowledge to the contrary, or the owner otherwise establishes an exemption. PLAN OF DISTRIBUTION Offers to purchase Securities are being considered by Citicorp on a continuing basis. Citicorp may offer and sell the Securities in any of three means of distribution: (1) through agents, (2) through underwriters or dealers or (3) directly to one or more purchasers. Such underwriters, dealers or agents may be affiliates of Citicorp. The applicable Prospectus Supplement will set forth the terms of the offering of the Securities to which such Prospectus Supplement relates, including the name or names of any underwriters or agents with whom Citicorp has entered into arrangements with respect to the sale of such Securities, the public offering or purchase price of such Securities, the net proceeds to Citicorp from such sale, any underwriting discounts and other items constituting underwriters' compensation, any discounts and commissions allowed or paid to dealers, if any, any commissions allowed or paid to agents, the initial public offering price and the securities exchanges, if any, on which such Securities will be listed. Citicorp may also issue Securities to one or more persons in exchange for outstanding securities of Citicorp acquired by such persons in privately negotiated transactions or from third parties in open market transactions. The newly issued Securities in such cases may be offered pursuant to this Prospectus and the applicable Prospectus Supplement by such persons, acting as principal for their own accounts, at market prices prevailing at the time of sale, at prices otherwise negotiated or at fixed prices. Unless otherwise indicated in the applicable Prospectus Supplement, Citicorp will only receive outstanding securities and will not receive cash proceeds in connection with such exchanges or resales. Dealer trading may take place in certain of the Securities, including Securities not listed on any securities exchange. If any exchange of Securities is made hereby for outstanding securities of Citicorp and an offering of such Securities is subsequently made by the holders thereof, Citicorp will comply with all applicable provisions of the Commis- 17 sion's rules, particularly Rule 13e-4 and Rule 14e-1 (or any successor rule or rules), that relate to such transaction and will afford holders of such outstanding securities all rights and will make all filings required by such rules. The Securities may be purchased to be reoffered to the public through underwriting syndicates led by one or more managing underwriters, or through one or more underwriters acting alone. The underwriter or underwriters with respect to an underwritten offering of the Securities will be named in the Prospectus Supplement relating to such offering and, if an underwriting syndicate is used, the managing underwriter or underwriters will be set forth on the cover page of such Prospectus Supplement. Unless otherwise indicated in the applicable Prospectus Supplement, the obligations of the underwriters to purchase the Securities will be subject to certain conditions precedent and each of the underwriters with respect to a sale of Securities will be obligated to purchase all of its Securities if any are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Securities may be offered and sold by Citicorp directly or through agents designated by Citicorp from time to time, which agents may be affiliates of Citicorp. Any agent involved in the offer and sale of the Securities in respect of which this Prospectus is being delivered will be named, and any commissions payable by Citicorp to such agent will be set forth in or be calculable from, the applicable Prospectus Supplement. Unless otherwise indicated in the applicable Prospectus Supplement, any such agent will be acting on a reasonable efforts basis for the period of its appointment (ordinarily five business days or less). If so indicated in the applicable Prospectus Supplement, Citicorp will authorize underwriters or agents to solicit offers by certain institutions to purchase Securities from Citicorp pursuant to Delayed Delivery Contracts providing for payment and delivery at a future date. Any underwriter or agent participating in the distribution of the Securities may be deemed to be an underwriter, as that term is defined in the Securities Act of 1933, as amended (the "Securities Act"), of the Securities so offered and sold and any discounts or commissions received by them from Citicorp and any profit realized by them on the sale or resale of the Securities may be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters, agents and their controlling persons may be entitled, under agreements entered into with Citicorp, to indemnification by Citicorp against certain civil liabilities, including liabilities under the Securities Act. This Prospectus and related Prospectus Supplements may be used by direct or indirect wholly owned subsidiaries of Citicorp in connection with offers and sales related to secondary market transactions in the Securities. Such subsidiaries may act as principal or agent in such transactions. Such sales will be made at prices related to prevailing market prices at the time of sale. The participation of an affiliate or subsidiary of Citicorp in the offer and sale of the Securities will comply with the requirements of Schedule E of the By-laws of the National Association of Securities Dealers, Inc. (the "NASD") regarding underwriting securities of an affiliate. No NASD member participating in offers and sales of the Securities will execute a transaction in the Securities in a discretionary account without the prior written specific approval of the member's customer. Underwriters, agents or their controlling persons may engage in transactions with and perform services for Citicorp in the ordinary course of business. See "Underwriting" in the accompanying Prospectus Supplement for further information regarding the distribution of the Securities offered hereby. VALIDITY OF SECURITIES The validity of the Securities will be passed upon for Citicorp by Stephen E. Dietz, as an Associate General Counsel of Citibank, N.A., and for the Underwriters by Sullivan & Cromwell, New York, New York. Certain federal income tax matters will be passed upon for Citicorp by E. Noel Harwerth, Esq., Chief Tax Officer of Citibank. Each of Mr. Dietz and Ms. Harwerth owns or has the right to acquire a number of shares of Common Stock of Citicorp equal to less than 0.01% of the outstanding Common Stock of Citicorp. 18 EXPERTS Consolidated financial statements of Citicorp and subsidiaries included in Citicorp's Annual Report and Form 10-K for 1994 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, 1994 financial statements refers to the fact that in 1994 Citicorp adopted Statement of Financial Accounting Standards ("SFAS") No. 112, "Employers' Accounting for Postemployment Benefits", SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities", and FASB Interpretation No. 39, "Offsetting of Amounts Related to Certain Contracts", and in 1993 Citicorp adopted SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" and SFAS No. 109, "Accounting for Income Taxes". 19 No dealer, salesperson or other individual has been authorized to give any information or to make any representations other than those contained or incorporated by reference in this Prospectus Supplement or the Prospectus in connection with the offering covered by this Prospectus Supplement and the Prospectus. If given or made, such information or representations must not be relied upon as having been authorized by Citicorp or the Underwriters. Neither the delivery of this Prospectus Supplement and the Prospectus nor any sale made hereunder and thereunder shall, under any circumstances, create an implication that there has been no change in the facts set forth in this Prospectus Supplement and the Prospectus or in the affairs of Citicorp since the date hereof. This Prospectus Supplement and the Prospectus do not constitute an offer to sell, or solicitation of an offer to buy, the Offered Preferred Stock or the Depositary Shares in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. ---------- TABLE OF CONTENTS Page ---- Prospectus Supplement Citicorp ................................................................. S-3 Summary Financial Data ................................................... S-3 Description of Offered Preferred Stock ................................... S-4 Description of Depositary Shares ......................................... S-5 Underwriting ............................................................. S-7 Legal Opinions ........................................................... S-8 Prospectus Available Information ..................................................... 3 Incorporation of Certain Documents by Reference ............................................................ 3 Citicorp .................................................................. 4 Use of Proceeds ........................................................... 5 Ratios of Income to Fixed Charges Including Preferred Stock Dividends ..................................... 5 Description of Preferred Stock ............................................ 6 Description of Depositary Shares .......................................... 11 Description of Common Stock ............................................... 13 Description of Securities Warrants ........................................ 14 United States Taxation .................................................... 15 Plan of Distribution ...................................................... 17 Validity of Securities .................................................... 18 Experts ................................................................... 19 5,000,000 Depositary Shares CITICORP(R) Each Representing a One-Tenth Interest in a Share of 7 3/4% Cumulative Preferred Stock, Series 22 --------------------- PROSPECTUS SUPPLEMENT --------------------- Smith Barney Inc. Dean Witter Reynolds Inc. Merrill Lynch & Co. PaineWebber Incorporated Prudential Securities Incorporated May 12, 1995 -----END PRIVACY-ENHANCED MESSAGE-----