-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MilM/OFNW82AvHfJpV8BqC2T0Snj063DL2nPiy9FXwut3kBiDnS3f4d4d6+qwWfU wrhU+QVrKcEtlpG3h53ubQ== 0000020405-98-000103.txt : 19980331 0000020405-98-000103.hdr.sgml : 19980331 ACCESSION NUMBER: 0000020405-98-000103 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980330 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIBANK SOUTH DAKOTA N A CENTRAL INDEX KEY: 0000839947 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 460358360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-17797 FILM NUMBER: 98579634 BUSINESS ADDRESS: STREET 1: 701 E 60TH ST N CITY: SIOUX FALLS STATE: SD ZIP: 57117 BUSINESS PHONE: 6053312626 MAIL ADDRESS: STREET 1: CITIBANK N A LEGAL AFFAIRS OFFICE STREET 2: 425 PARK AVENUE 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10043 10-K 1 CHOICE CREDIT CARD MASTER TRUST I SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ____________ Commission file number: 33-55268 Citibank (South Dakota), N.A. on behalf of CHOICE Credit Card Master Trust I (Issuer in respect of the CHOICE Credit Card Master Trust I, Floating Rate Class A Credit Card Participation Certificates, Series 1992-2 and 7.20% Class B Credit Card Participation Certificates, Series 1992-2 (collectively, the "Certificates")) ----------------------------------- (Exact name of registrant as specified in its charter) United States of America 46-0358360 ------------------------ ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 701 East 60th Street, North Sioux Falls, South Dakota 57117 ------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (605) 331-2626 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: On December 18, 1992, a Form 8-A was filed with the Securities and Exchange Commission (the "Commission") registering the Certificates pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the "Act"). [cover page 1 of 2 pages] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X * . No . ---- ---- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within 60 days prior to the date of filing. (See definition of affiliate in Rule 405, 17 C.F.R. 230.405): NOT APPLICABLE. [cover page 2 of 2 pages] - ------------- * On April 28, 1989, Citibank (South Dakota), N.A. ("CBSD"), successor to Citibank (Maryland), National Association, the registrant and the servicer of the above referenced trust, was issued a no-action letter (the "No-Action Letter") by the Commission with respect to certain of CBSD's reporting requirements pursuant to Section 13 or Section 15(d) of the Act. This Form 10-K has been prepared in accordance with the terms of such No-Action Letter. PART I ------ Item 1. Business. Omitted pursuant to the No-Action Letter. Item 2. Properties. Pursuant to Section 3.06 of the Pooling and Servicing Agreement (the "Pooling Agreement") dated as of December 15, 1992 relating to the CHOICE Credit Card Master Trust I (the "Trust") among Citibank (South Dakota), N.A. (the "Bank"), as successor to Citibank (Maryland), National Association, as Seller, the Bank, as Servicer, and Norwest Bank Minnesota, National Association, as trustee (the "Trustee"), KPMG Peat Marwick LLP has performed certain procedures in connection with the Monthly Servicer's Certificates (the "Monthly Certificates") for the months of January 1997 through December 1997. The Monthly Certificates contain information relating to the receivables (the "Receivables") and the accounts from which the Receivables arise (the "Accounts") and are prepared by the Servicer and delivered to the Trustee pursuant to Section 3.04(b) of the Pooling Agreement. The reports issued by KPMG Peat Marwick LLP in connection with the servicing activities of CBSD, as servicer (in such capacity, the "Servicer"), are attached hereto as Exhibit 99.1. The Monthly Certificates containing information relating to the Receivables and the Accounts for the Due Periods ending in January 1997, April 1997, July 1997, October 1997 and December 1997 are incorporated by reference from the registrant's Current Reports on Form 8-K filed with the Commission on February 24, 1997, May 23, 1997, August 22, 1997, March 10, 1998 and January 27, 1998, respectively. Item 3. Legal Proceedings. The registrant knows of no material pending legal proceedings involving either the Trust, CBSD or the Trustee (in its capacity as such), other than routine litigation incidental to the business of the registrant or the Trustee (in its capacity as such). Item 4. Submission of Matters to a Vote of Security Holders. NONE. 3 PART II ------- Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. To the best knowledge of the registrant, there is no established public trading market for the Certificates. Each class of Certificates is represented by one or more certificates registered in the name of Cede & Co. ("Cede"), the nominee of The Depository Trust Company ("DTC"). Item 6. Selected Financial Data. Omitted pursuant to the No-Action Letter. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Omitted pursuant to the No-Action Letter. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Omitted pursuant to the No-Action Letter. Item 8. Financial Statements and Supplementary Data. Omitted pursuant to the No-Action Letter. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. NONE. PART III -------- Item 10. Directors and Executive Officers of the Registrant. Omitted pursuant to the No-Action Letter. Item 11. Executive Compensation. Omitted pursuant to the No-Action Letter. Item 12. Security Ownership of Certain Beneficial Owners and Management. (a) Each class of Certificates is represented by one or more certificates registered in the name of Cede, the nominee of DTC, and an investor holding an interest in the Trust is not entitled to receive a certificate representing such interest except in limited circumstances. Accordingly, Cede is the sole holder of record of Certificates, which it holds on behalf of brokers, dealers, banks, and other direct participants in the DTC system. 4 Such direct participants may hold Certificates for their own accounts or for the accounts of their customers. The name and address of Cede is: Cede & Co. c/o The Depository Trust Company Seven Hanover Square New York, NY 10004 (b) Omitted pursuant to the No-Action Letter. (c) Omitted pursuant to the No-Action Letter. Item 13. Certain Relationships and Related Transactions. There have not been, and there are not currently proposed, any transaction or series of transactions, to which either the registrant, the Bank, as Servicer, or the Trustee, on behalf of the Trust, is a party with any Certificateholder who owns of record or beneficially more than five percent of the Certificates. PART IV ------- Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) 24.1 Powers of Attorney of Messrs. Greenfield, Johnson and Bender as Directors and/or Officers of Citibank (South Dakota), N.A. are incorporated by reference from Exhibit 25.1 of the registrant's Registration Statement on Form S-1 (File No. 33-28213). Power of Attorney of Mr. Paladino as a Director of Citibank (South Dakota), N.A. is incorporated by reference from Exhibit 25.1 of the registrant's Registration Statement on Form S-1 (File No. 33-33860). 99.1 Reports on the activities of CBSD, as Servicer, prepared by KPMG Peat Marwick LLP pursuant to Section 3.06 of the Pooling Agreement are attached hereto as Exhibit 99.1. 99.2 The Monthly Certificates containing information relating to the Receivables and the Accounts for the Due Periods ending in January 1997, April 1997, July 1997, October 1997 and December 1997 are incorporated by reference from the registrant's Current Reports on Form 8-K filed with the Commission on February 24, 1997, May 23, 1997, August 22, 1997, March 10, 1998 and January 27, 1998, respectively. (b) Omitted pursuant to the No-Action Letter. (c) Omitted pursuant to the No-Action Letter. (d) Omitted pursuant to the No-Action Letter. 5 SIGNATURES ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CITIBANK (SOUTH DAKOTA), N.A., as Servicer (Registrant) By: /s/ Eugene D. Rowenhorst ------------------------ Eugene D. Rowenhorst Senior Vice President Dated: March 30, 1998 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant on March 30, 1998 in the capacities indicated. /s/ Thomas W. Jones ------------------------ Thomas W. Jones President, Chief Executive Officer and a Director (Principal Executive Officer) /s/ Eugene D. Rowenhorst ------------------------ Eugene D. Rowenhorst Chief Financial Officer and a Director (Principal Financial Officer and Principal Accounting Officer) ------------------------ Roberta J. Arena Director * ------------------------ Donald Bender Director * ------------------------ Russell R. Greenfield Director ------------------------ James W. Hutchinson Director 6 * ------------------------ Jerry W. Johnson Director * ------------------------ Joachim M. Paladino Director ------------------------ James R. Stojak Director * Eugene D. Rowenhorst, by signing his name hereto, does sign this document on behalf of the persons indicated above pursuant to a power of attorney duly executed by such person and previously filed with the Securities and Exchange Commission. By: /s/ Eugene D. Rowenhorst ------------------------ Eugene D. Rowenhorst Attorney-in-Fact 7 EX-99.1 2 REPORTS OF KPMG PEAT MARWICK LLP Independent Accountant's Report ------------------------------- Choice Credit Card Master Trust I c/o Norwest Bank Minnesota, N.A., as Trustee Citibank (South Dakota), N.A., as servicer We have examined the accompanying assertion made by management on Citibank (South Dakota), N.A.'s ("CBSD") compliance, as servicer, with the servicing requirements in Article III, Sections 3.01, 3.02, 3.04, 3.05, 3.06, and 3.09, Article IV and Section 8.08 of the Pooling and Servicing Agreement for the Choice Credit Card Master Trust I dated as of December 15, 1992, including the supplements for each series issued from the Trust, among CBSD, as servicer, CBSD as successor to Citibank (Maryland), National Association, as seller, and Norwest Bank Minnesota, N.A., as Trustee, (the "Agreement") for the year ended December 31, 1997. Management is responsible for CBSD's compliance with the aforementioned sections of the Agreement. Our responsibility is to express an opinion on management's assertion about CBSD's compliance based upon our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about CBSD's compliance with the aforementioned sections of the Agreement and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on CBSD's compliance with those sections. In our opinion, management's assertion that CBSD was materially in compliance with the aforementioned sections of the Agreement for the year ended December 31, 1997 is fairly stated in all material respects. /s/ KPMG Peat Marwick LLP March 20, 1998 Management Report on Citibank (South Dakota), N.A.'s Compliance, as Servicer, with the Servicing Requirements of the Pooling and Servicing Agreement ----------------------------------------------------------------- Management of Citibank (South Dakota), N.A. ("CBSD"), as servicer, is responsible for compliance with the servicing requirements in Article III, Sections 3.01, 3.02, 3.04, 3.05, 3.06, and 3.09, Article IV, and Section 8.08 of the Pooling and Servicing Agreement for the Choice Credit Card Master Trust I (the "Trust") dated as of December 15, 1992, including the supplements for each series issued from the Trust, among CBSD, as servicer, CBSD as successor to Citibank (Maryland), National Association, as seller, and Norwest Bank Minnesota N.A., as Trustee (the "Agreement"). Management has performed an evaluation of CBSD's compliance with the aforementioned sections of the Agreement for the year ended December 31, 1997. Based upon this evaluation, management believes that, for the year ended December 31, 1997, CBSD, as servicer, was materially in compliance with the aforementioned sections of the Agreement. /s/ Thomas W. Jones - ------------------- Thomas W. Jones President and CEO March 20, 1998 Independent Accountant's Report ------------------------------- Choice Credit Card Master Trust I c/o Norwest Bank Minnesota N.A., as Trustee Citibank (South Dakota), N.A., as servicer We have examined the accompanying assertion made by management on Citibank (South Dakota), N.A.'s ("CBSD") compliance, as servicer, with Article III, Section 3.04 (b) of the Pooling and Servicing Agreement for the Choice Credit Card Master Trust I dated as of December 15, 1992 among CBSD, as servicer, CBSD as successor to Citibank (Maryland), National Association, as seller, and Norwest Bank Minnesota N.A., as Trustee (the "Agreement") for the year ended December 31, 1997. Management is responsible for CBSD's compliance with Article III, Section 3.04 (b) of the Agreement. Our responsibility is to express an opinion on management's assertion about CBSD's compliance based upon our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about CBSD's compliance with the aforementioned provision of the Agreement and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on CBSD's compliance with that provision. In our opinion, management's assertion that CBSD was materially in compliance with Article III, Section 3.04 (b) of the Agreement for the year ended December 31, 1997 is fairly stated in all material respects. /s/ KPMG Peat Marwick LLP March 20, 1998 Management Report on Citibank (South Dakota), N.A.'s Compliance, as Servicer, with Article III, Section 3.04 (b) of the Pooling and Servicing Agreement -------------------------------------------------------------------- Management of Citibank (South Dakota), N.A. ("CBSD"), as servicer, is responsible for the preparation of the Monthly Servicer Certificates in compliance with Article III, Section 3.04 (b) of the Pooling and Servicing Agreement for the Choice Credit Card Master Trust I dated as of December 15, 1992 among CBSD, as servicer, CBSD as successor to Citibank (Maryland), National Association, as seller, and Norwest Bank Minnesota N.A., as Trustee (the "Agreement"). Management has performed an evaluation of CBSD's compliance with Article III, Section 3.04 (b) of the Agreement for the year ended December 31, 1997. Based upon this evaluation, management believes that, for the year ended December 31, 1997, CBSD, as servicer, was materially in compliance with Article III, Section 3.04 (b) of the Agreement. /s/ Thomas W. Jones - ------------------- Thomas W. Jones President and CEO March 20, 1998 -----END PRIVACY-ENHANCED MESSAGE-----