-----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, kczf1eqYAEKev9lcqRgv4r9Yo10DYPq3nFYyK8RQ+OCdLILcjC/BNYTDe5UVJjc9 9iA1tMhaAvVCkWbSedXiPw== 0000950130-94-000737.txt : 19940511 0000950130-94-000737.hdr.sgml : 19940511 ACCESSION NUMBER: 0000950130-94-000737 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITICORP CENTRAL INDEX KEY: 0000020405 STANDARD INDUSTRIAL CLASSIFICATION: 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: 94526828 BUSINESS ADDRESS: STREET 1: 909 THIRD AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10043- BUSINESS PHONE: 212-559-6754 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 Rule 424(b)(2) Registration No. 33-64574 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED MAY 2, 1994) 7,000,000 DEPOSITARY SHARES LOGO CITICORP EACH REPRESENTING A ONE-TENTH INTEREST IN A SHARE OF ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES 18 --------------- Each of the 7,000,000 Depositary Shares offered hereby (the "Depositary Shares") represents a one-tenth ownership interest in a share of Adjustable Rate Cumulative Preferred Stock, Series 18, $250 liquidation preference per share (the "Series 18 Preferred Stock"), deposited with the Depositary (as defined herein) and, through the Depositary, entitles the holder to all proportional rights and preferences of the Series 18 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 Series 18 Preferred Stock are cumulative from the date of original issue and are payable quarterly on February 28, May 31, August 31 and November 30 of each year, commencing August 31, 1994. The dividend rate for the initial dividend period from May 16, 1994 to August 31, 1994 will be 6.40% per annum, equivalent to $.467 per Depositary Share. Thereafter, the dividend rate on the Series 18 Preferred Stock will be the Applicable Rate from time to time in effect. The Applicable Rate for any dividend period will be equal to 84% of the highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty Year Constant Maturity Rate (each as defined herein), as determined in advance of such dividend period. The Applicable Rate for any dividend period will not be less than 4.50% per annum nor greater than 10.50% per annum. See "Description of Series 18 Preferred Stock --Dividends." The Series 18 Preferred Stock is redeemable at any time on and after May 31, 1999 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 Series 18 Preferred Stock, see "Description of Series 18 Preferred Stock." The Depositary Shares have been approved for listing on the New York Stock Exchange, subject to official notice of issuance. 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.......................... $175,000,000 $5,512,500 $169,487,500
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (1) Plus accrued dividends, if any, from May 16, 1994 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 $250,000. --------------- 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 16, 1994. --------------- MERRILL LYNCH & CO. BEAR, STEARNS & CO. INC. KIDDER, PEABODY & CO. INCORPORATED LEHMAN BROTHERS MORGAN STANLEY & CO. INCORPORATED PRUDENTIAL SECURITIES INCORPORATED SALOMON BROTHERS INC SMITH BARNEY SHEARSON INC. --------------- The date of this Prospectus Supplement is May 9, 1994. 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, 1993 and for the three months ended March 31, 1994 and March 31, 1993. This summary is qualified in its entirety by the detailed information and financial statements included in the documents incorporated by reference; this summary is not covered by the Report of Independent Auditors incorporated herein by reference. See "Incorporation of Certain Documents by Reference" in the Prospectus. The consolidated financial data at and for the three months ended March 31, 1994 and March 31, 1993 is derived from unaudited financial statements. The results for the three months ended March 31, 1994 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, -------------- -------------------------- 1994 1993 1993 1992 1991 ------ ------ -------- -------- -------- (IN MILLIONS, EXCEPT PER SHARE AMOUNTS) Net Interest Revenue................ $2,085 $1,847 $ 7,690 $ 7,456 $ 7,265 Fees, Commissions and Other Revenue. 1,776 2,038 8,385 8,165 7,485 ------ ------ -------- -------- -------- Total Revenue.................... $3,861 $3,885 $ 16,075 $ 15,621 $ 14,750 Provision for Credit Losses......... 415 689 2,600 4,146 3,890 Operating Expense................... 2,447 2,526 10,615 10,057 11,097 ------ ------ -------- -------- -------- Income (Loss) Before Taxes and Cumulative Effects of Accounting Changes................. $ 999 $ 670 $ 2,860 $ 1,418 $ (237) Income Taxes........................ 390 300 941 696 677 ------ ------ -------- -------- -------- Income (Loss) Before Cumulative Effects of Accounting Changes...... $ 609 $ 370 $ 1,919 $ 722 $ (914) Cumulative Effects of Accounting Changes(A)......................... (56) 300 300 -- 457 ------ ------ -------- -------- -------- Net Income (Loss)................... $ 553 $ 670 $ 2,219 $ 722 $ (457) ====== ====== ======== ======== ======== Income (Loss) Applicable to Common Stock.............................. $ 466 $ 595 $ 1,900 $ 497 $ (649) Earnings (Loss) Per Share(B): ====== ====== ======== ======== ======== On Common and Common Equivalent Shares: Income (Loss) Before Cumulative Effects of Accounting Changes... $ 1.24 $ .71 $ 3.82 $ 1.35 $ (3.22) Cumulative Effects of Accounting Changes(A)...................... (.13) .67 .68 -- 1.33 ------ ------ -------- -------- -------- Net Income (Loss)................ $ 1.11 $ 1.38 $ 4.50 $ 1.35 $ (1.89) ====== ====== ======== ======== ======== Assuming Full Dilution Income (Loss) Before Cumulative Effects of Accounting Changes... $ 1.12 $ .67 $ 3.53 $ 1.35 $ (3.22) Cumulative Effects of Accounting Changes(A)...................... (.11) .57 .58 -- 1.33 ------ ------ -------- -------- -------- Net Income (Loss)................ $ 1.01 $ 1.24 $ 4.11 $ 1.35 $ (1.89) ====== ====== ======== ======== ======== (IN BILLIONS) Period-End Balances: Total Loans, Net................... $132.8 $134.0 $ 134.6 $ 135.9 $ 147.6 Total Assets....................... 241.1 217.2 216.6 213.7 216.9 Total Deposits..................... 153.0 144.1 145.1 144.2 146.5 Preferred Stock.................... 3.9 3.2 3.9 3.2 2.1 Total Stockholders' Equity......... 14.7 11.9 14.0 11.2 9.5
- -------- (A) Refers to accounting changes for postemployment benefits in 1994, income taxes in 1993 and venture capital subsidiaries in 1991. (B) Based on net income (loss) 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. S-3 DESCRIPTION OF SERIES 18 PREFERRED STOCK The following description of the particular terms of the shares of Series 18 Preferred Stock offered hereby 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 Series 18 Preferred Stock offered hereby is a single series consisting of 700,000 shares. The holders of Series 18 Preferred Stock will have no preemptive rights. The Series 18 Preferred Stock, upon issuance against full payment of the purchase price therefor, will be fully paid and nonassessable. The Series 18 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 Series 18 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 Series 18 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 Series 18 Preferred Stock. DIVIDENDS Holders of shares of Series 18 Preferred Stock will be entitled to receive cumulative cash dividends, 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. The initial dividend for the dividend period commencing on May 16, 1994 to August 31, 1994 will be payable at the rate of 6.40% per annum, equivalent to $4.67 per share (and $.467 per Depositary Share) and will be payable on August 31, 1994. Thereafter, dividends on the Series 18 Preferred Stock will be payable quarterly, as, if and when declared by the Board of Directors of Citicorp, on February 28, May 31, August 31 and November 30 of each year at the Applicable Rate from time to time in effect. The Applicable Rate for any dividend period will be equal to 84% of the highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty Year Constant Maturity Rate (each as defined herein), as determined in advance of such dividend period. The Applicable Rate for any dividend period will not be less than 4.50% per annum nor greater than 10.50% per annum. If a dividend payment date is not a business day, dividends (if declared) on the Series 18 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 S-4 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. ADJUSTABLE RATE DIVIDENDS Except as provided below in this paragraph, the "Applicable Rate" for any dividend period (other than the initial dividend period) will be equal to 84% of the Effective Rate (as defined below), but not less than 4.50% per annum, or more than 10.50% per annum. The "Effective Rate" for any dividend period will be equal to the highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty Year Constant Maturity Rate (each as defined below) for such dividend period. In the event that Citicorp determines in good faith that for any reason: (i) any one of the Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Thirty Year Constant Maturity Rate cannot be determined for any dividend period, then the Effective Rate for such dividend period will be equal to the higher of whichever two of such rates can be so determined; (ii) only one of the Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Thirty Year Constant Maturity Rate can be determined for any dividend period, then the Effective Rate for such dividend period will be equal to whichever such rate can be so determined; or (iii) none of the Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Thirty Year Constant Maturity Rate can be determined for any dividend period, then the Effective Rate for the preceding dividend period will be continued for such dividend period. Except as described below in this paragraph, the "Treasury Bill Rate" for each dividend period will be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period (as defined below)) for three-month U.S. Treasury bills, as published weekly by the Federal Reserve Board (as defined below) during the Calendar Period immediately preceding the last ten calendar days preceding the dividend period for which the dividend rate on the Series 18 Preferred Stock is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum market discount rate during any such Calendar Period, then the Treasury Bill Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period) for three-month U.S. Treasury bills, as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by Citicorp. In the event that a per annum market discount rate for three-month U.S. Treasury bills is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Treasury Bill Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period) for all of the U.S. Treasury bills then having remaining maturities of not less than 80 nor more than 100 days, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such rates, by any Federal Reserve Bank or by any U.S. Government department or agency selected by Citicorp. In the event that Citicorp determines in good faith that for any reason no such U.S. Treasury bill rates are published as provided above during such Calendar Period, then the Treasury Bill Rate for such dividend period will be the arithmetic average of the per annum market discount rates based upon the closing bids during such Calendar Period for each of the issues of marketable non-interest-bearing U.S. Treasury securities with a remaining maturity of not less than 80 nor more than 100 days from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to Citicorp by at least three recognized dealers in U.S. Government securities selected by Citicorp. In the event S-5 that Citicorp determines in good faith that for any reason Citicorp cannot determine the Treasury Bill Rate for any dividend period as provided above in this paragraph, the Treasury Bill Rate for such dividend period will be the arithmetic average of the per annum market discount rates based upon the closing bids during such Calendar Period for each of the issues of marketable interest-bearing U.S. Treasury securities with a remaining maturity of not less than 80 nor more than 100 days, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to Citicorp by at least three recognized dealers in U.S. Government securities selected by Citicorp. Except as described below in this paragraph, the "Ten Year Constant Maturity Rate" for each dividend period will be the arithmetic average of the two most recent weekly per annum Ten Year Average Yields (as defined below) (or the one weekly per annum Ten Year Average Yield, if only one such yield is published during the relevant Calendar Period), as published weekly by the Federal Reserve Board during the Calendar Period immediately preceding the last ten calendar days preceding the dividend period for which the dividend rate on the Series 18 Preferred Stock is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum Ten Year Average Yield during such Calendar Period, then the Ten Year Constant Maturity Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if only one such yield is published during the relevant Calendar Period), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by Citicorp. In the event that a per annum Ten Year Average Yield is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Ten Year Constant Maturity Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum average yields to maturity (or the one weekly per annum average yield to maturity, if only one such yield is published during the relevant Calendar Period) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities (as defined below)) then having remaining maturities of not less than eight nor more than twelve years, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by Citicorp. In the event that Citicorp determines in good faith that for any reason Citicorp cannot determine the Ten Year Constant Maturity Rate for any dividend period as provided above in this paragraph, then the Ten Year Constant Maturity Rate for such dividend period will be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than eight nor more than twelve years from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to Citicorp by at least three recognized dealers in U.S. Government securities selected by Citicorp. Except as described below in this paragraph, the "Thirty Year Constant Maturity Rate" for each dividend period will be the arithmetic average of the two most recent weekly per annum Thirty Year Average Yields (as defined below) (or the one weekly per annum Thirty Year Average Yield, if only one such yield is published during the relevant Calendar Period), as published weekly by the Federal Reserve Board during the Calendar Period immediately preceding the last ten calendar days preceding the dividend period for which the dividend rate on the Series 18 Preferred Stock is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum Thirty Year Average Yield during such Calendar Period, then the Thirty Year Constant Maturity Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum Thirty Year Average Yields (or the one weekly per annum Thirty Year Average Yield, if only one such yield is published during the relevant Calendar Period), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by Citicorp. In the event that a per annum Thirty Year Average Yield is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Thirty Year Constant Maturity Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum average yields to maturity (or the one weekly S-6 per annum average yield to maturity, if only one such yield is published during the relevant Calendar Period) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) then having remaining maturities of not less than twenty-eight nor more than thirty years, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by Citicorp. In the event that Citicorp determines in good faith that for any reason Citicorp cannot determine the Thirty Year Constant Maturity Rate for any dividend period as provided above in this paragraph, then the Thirty Year Constant Maturity Rate for such dividend period will be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than twenty-eight nor more than thirty years from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to Citicorp by at least three recognized dealers in U.S. Government securities selected by Citicorp. The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty Year Constant Maturity Rate will each be rounded to the nearest five hundredths of a percent. The Applicable Rate with respect to each dividend period (other than the initial dividend period) will be calculated as promptly as practicable by Citicorp according to the appropriate method described above. Citicorp will cause notice of each Applicable Rate to be enclosed with the dividend payment checks next mailed to the holders of Series 18 Preferred Stock. For as long as the Depositary (as defined herein) is a holder of Series 18 Preferred Stock, Citicorp will advise the Depositary of each Applicable Rate promptly after its determination. It is expected that the holders of Depositary Shares will be able to determine such Applicable Rate thereafter by telephoning the Depositary at (800) 422-2066. As used above, the term "Calendar Period" means a period of fourteen calendar days; the term "Federal Reserve Board" means the Board of Governors of the Federal Reserve System; the term "Special Securities" means securities which can, at the option of the holder, be surrendered at face value in payment of any Federal estate tax or which provide tax benefits to the holder and are priced to reflect such tax benefits or which were originally issued at a deep or substantial discount; the term "Ten Year Average Yield" means the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of ten years); and the term "Thirty Year Average Yield" means the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of thirty years). LIQUIDATION RIGHTS In the event of any voluntary or involuntary liquidation, dissolution or winding up of Citicorp, the holders of shares of Series 18 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 Series 18 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 Series 18 Preferred Stock will not be entitled to any further participation in any distribution of assets by Citicorp. REDEMPTION The Series 18 Preferred Stock is not subject to any mandatory redemption, sinking fund or other similar provisions. Prior to May 31, 1999, the Series 18 Preferred Stock is not redeemable, except under certain S-7 limited circumstances as described under "Description of Preferred Stock-- Redemption" in the Prospectus. On or after such date, shares of Series 18 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 Series 18 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 Series 18 Preferred Stock without the prior approval of the Federal Reserve Board. Holders of Series 18 Preferred Stock will have no right to require redemption of the Series 18 Preferred Stock. TRANSFER AGENT AND REGISTRAR Citibank will be the transfer agent, registrar, dividend disbursing agent and redemption agent for the Series 18 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 Series 18 Preferred Stock. The shares of Series 18 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 Series 18 Preferred Stock represented by such Depositary Share, to all the rights and preferences of the Series 18 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 following the issuance and delivery of the Series 18 Preferred Stock by Citicorp to the Underwriters as contemplated herein, the Underwriters will deposit the Series 18 Preferred Stock with the Depositary, which will then issue 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 Series 18 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. S-8 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 Series 18 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 Series 18 Preferred Stock on the basis of one share of Series 18 Preferred Stock for each ten Depositary Shares, but holders of such whole shares of Series 18 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 Series 18 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 Series 18 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 Series 18 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 Series 18 Preferred Stock. Whenever Citicorp redeems shares of Series 18 Preferred Stock held by the Depositary, the Depositary will redeem as of the same redemption date the number of Depositary Shares representing shares of Series 18 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 SERIES 18 PREFERRED STOCK Upon receipt of notice of any meeting at which holders of the Series 18 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 Series 18 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 Series 18 Preferred Stock) will be entitled to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series 18 Preferred Stock represented by such holder's Depositary Shares. The Depositary will endeavor, insofar as practicable, to vote the amount of Series 18 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 Series 18 Preferred Stock to the extent it does not receive specific instructions from the holders of Depositary Shares representing Series 18 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 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 Series 18 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. S-9 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 Series 18 Preferred Stock and any redemption of the Series 18 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 Series 18 Preferred Stock evidenced thereby until all such taxes and charges with respect to such Depositary Receipt or such Series 18 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 Series 18 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 Depositary under the Deposit Agreement will be limited to performance in good faith of their duties thereunder and Citicorp and the Depositary will not be obligated to prosecute or defend any legal proceeding in respect of any Depositary Shares or Series 18 Preferred Stock unless satisfactory indemnity is furnished. They may rely on written advice of counsel or accountants, or information provided by persons presenting Series 18 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. S-10 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co. Inc., Kidder, Peabody & Co. Incorporated, Lehman Brothers Inc., Morgan Stanley & Co. Incorporated, Prudential Securities Incorporated, Salomon Brothers Inc and Smith Barney Shearson Inc. 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 Series 18 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 UNDERWRITER DEPOSITARY SHARES ----------- ----------------- Merrill Lynch, Pierce, Fenner & Smith Incorporated................................... 703,125 Bear, Stearns & Co. Inc. ............................... 703,125 Kidder, Peabody & Co. Incorporated...................... 703,125 Lehman Brothers Inc. ................................... 703,125 Morgan Stanley & Co. Incorporated....................... 703,125 Prudential Securities Incorporated...................... 703,125 Salomon Brothers Inc ................................... 703,125 Smith Barney Shearson Inc. ............................. 703,125 Robert W. Baird & Co. Incorporated...................... 50,000 Alex. Brown & Sons Incorporated......................... 50,000 CS First Boston Corporation............................. 50,000 Dean Witter Reynolds Inc. .............................. 50,000 Dillon, Read & Co. Inc. ................................ 50,000 Donaldson, Lufkin & Jenrette Securities Corporation..... 50,000 A.G. Edwards & Sons, Inc. .............................. 50,000 Kemper Securities, Inc. ................................ 50,000 Oppenheimer & Co., Inc. ................................ 50,000 PaineWebber Incorporated................................ 50,000 Piper Jaffray Inc. ..................................... 50,000 Raymond James & Associates, Inc. ....................... 50,000 Wertheim Schroder & Co. Incorporated.................... 50,000 Advest, Inc. ........................................... 25,000 J.C. Bradford & Co. .................................... 25,000 JW Charles Securities, Inc. ............................ 25,000 Cowen & Company......................................... 25,000 Dain Bosworth Incorporated.............................. 25,000 Doft & Co., Inc. ....................................... 25,000 Doley Securities, Inc. ................................. 25,000 Fahnestock & Co. Inc. .................................. 25,000 First Albany Corporation................................ 25,000 First of Michigan Corporation........................... 25,000 Furman Selz Incorporated................................ 25,000 Gruntal & Co., Incorporated............................. 25,000 Interstate/Johnson Lane Corporation..................... 25,000 Janney Montgomery Scott Inc. ........................... 25,000
S-11
NUMBER OF UNDERWRITER DEPOSITARY SHARES ----------- ----------------- Josephthal Lyon & Ross Incorporated..................... 25,000 Legg Mason Wood Walker, Incorporated.................... 25,000 McDonald & Company Securities, Inc. .................... 25,000 Morgan Keegan & Company, Inc. .......................... 25,000 The Ohio Company........................................ 25,000 Rauscher Pierce Refsnes, Inc. .......................... 25,000 The Robinson-Humphrey Company, Inc. .................... 25,000 Rodman & Renshaw, Inc. ................................. 25,000 Roney & Co. ............................................ 25,000 Stifel, Nicolaus & Company, Incorporated................ 25,000 Sutro & Co. Incorporated................................ 25,000 Tucker Anthony Incorporated............................. 25,000 US Clearing Corp. ...................................... 25,000 Utendahl Capital Partners, L.P. ........................ 25,000 Wheat, First Securities, Inc. .......................... 25,000 --------- Total............................................... 7,000,000 =========
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 Depositary 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. The Depositary Shares have been approved for listing on the New York Stock Exchange, subject to official notice of issuance. 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. 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 Series 18 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. Mr. Dietz 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-12 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 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 SERIES 18 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 PROSPECTUS SUPPLEMENT
PAGE ---- Citicorp................................................................... S-3 Summary Financial Data..................................................... S-3 Description of Series 18 Preferred Stock................................... S-4 Description of Depositary Shares........................................... S-8 Underwriting............................................................... S-11 Legal Opinions............................................................. S-12 PROSPECTUS Available Information...................................................... 3 Incorporation of Certain Documents by Reference............................ 3 Citicorp................................................................... 4 Use of Proceeds............................................................ 5 Ratios of Income to Fixed Charges and Preferred Stock Dividends............ 5 Description of Preferred Stock............................................. 6 Description of Depositary Shares........................................... 11 Description of Common Stock................................................ 14 Description of Securities Warrants......................................... 15 United States Taxation..................................................... 17 Plan of Distribution....................................................... 19 Validity of Securities..................................................... 21 Experts.................................................................... 21
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 7,000,000 DEPOSITARY SHARES LOGO CITICORP EACH REPRESENTING A ONE-TENTH INTEREST IN A SHARE OF ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES 18 ---------------------- PROSPECTUS SUPPLEMENT ---------------------- MERRILL LYNCH & CO. BEAR, STEARNS & CO. INC. KIDDER, PEABODY & CO. INCORPORATED LEHMAN BROTHERS MORGAN STANLEY & CO. INCORPORATED PRUDENTIAL SECURITIES INCORPORATED SALOMON BROTHERS INC SMITH BARNEY SHEARSON INC. MAY 9, 1994 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----