-----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, ALCcnn4JAZIC/869pkSHxJT+WHSI8PMiva7p7VS/bI2G5Y+bcz3WnOmFVAUHTQWZ ReW27UP9+XgHH3AKbLGnag== 0000020405-01-000030.txt : 20010402 0000020405-01-000030.hdr.sgml : 20010402 ACCESSION NUMBER: 0000020405-01-000030 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010330 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: 1585976 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIBANK NEVADA NATIONAL ASSOCIATION CENTRAL INDEX KEY: 0000839948 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 880202961 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 033-24657-01 FILM NUMBER: 1585977 BUSINESS ADDRESS: STREET 1: 8725 WEST SAHARA AVE CITY: LAS VEGAS STATE: NV ZIP: 89163 BUSINESS PHONE: 7027974444 MAIL ADDRESS: STREET 1: 8725 WEST SAHARA AVENUE CITY: LAS VEGAS STATE: NV ZIP: 89163 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIBANK CREDIT CARD MASTER TRUST I CENTRAL INDEX KEY: 0000921864 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: 333-80743-02 FILM NUMBER: 1585978 BUSINESS ADDRESS: STREET 1: 701 E 60TH STREET NORTH CITY: SIOUX FALLS STATE: SD ZIP: 57117 BUSINESS PHONE: 6053312626 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD CREDIT CARD MASTER TRUST I DATE OF NAME CHANGE: 19940419 10-K 1 0001.txt CITIBANK CREDIT CARD MASTER TRUST I SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (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, 2000 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 numbers: 33-41055, 33-43576, 33-62180, 33-77802, 33-84834, 33-97664, 33-99328, 333-38803, 333-80743 and 333-52984 Citibank (South Dakota), N.A. on behalf of Citibank Credit Card Master Trust I (Issuer in respect of the Citibank Credit Card Master Trust I 5.95% Class A Credit Card Participation Certificates, Series 1993-2 6.15% Class B Credit Card Participation Certificates, Series 1993-2 7.25% Class A Credit Card Participation Certificates, Series 1994-2 7.50% Class B Credit Card Participation Certificates, Series 1994-2 8.25% Class A Credit Card Participation Certificates, Series 1994-4 8.25% Class A Credit Card Participation Certificates, Series 1995-1 8.45% Class B Credit Card Participation Certificates, Series 1995-1 7.85% Class A Credit Card Participation Certificates, Series 1995-3 6.55% Class A Credit Card Participation Certificates, Series 1995-9 6.65% Class B Credit Card Participation Certificates, Series 1995-9 Zero Coupon Class A Credit Card Participation Certificates, Series 1996-1 Zero Coupon Class B Credit Card Participation Certificates, Series 1996-1 Floating Rate Class A Credit Card Participation Certificates, Series 1996-5 Floating Rate Class B Credit Card Participation Certificates, Series 1996-5 Floating Rate Class A Credit Card Participation Certificates, Series 1996-6 Floating Rate Class B Credit Card Participation Certificates, Series 1996-6 6.55% Class A Credit Card Participation Certificates, Series 1997-2 6.70% Class B Credit Card Participation Certificates, Series 1997-2 6.839% Class A Credit Card Participation Certificates, Series 1997-3 6.989% Class B Credit Card Participation Certificates, Series 1997-3 Floating Rate Class A Credit Card Participation Certificates, Series 1997-4 Floating Rate Class B Credit Card Participation Certificates, Series 1997-4 Zero Coupon Class A Credit Card Participation Certificates, Series 1997-6 Zero Coupon Class B Credit Card Participation Certificates, Series 1997-6 [cover page 1 of 2 pages] 6.35% Class A Credit Card Participation Certificates, Series 1997-7 6.45% Class B Credit Card Participation Certificates, Series 1997-7 Floating Rate Class A Credit Card Participation Certificates, Series 1997-8 5.750% Class A Credit Card Participation Certificates, Series 1998-1 5.875% Class B Credit Card Participation Certificates, Series 1998-1 6.05% Class A Credit Card Participation Certificates, Series 1998-2 6.20% Class B Credit Card Participation Certificates, Series 1998-2 5.80% Class A Credit Card Participation Certificates, Series 1998-3 5.95% Class B Credit Card Participation Certificates, Series 1998-3 5.85% Class A Credit Card Participation Certificates, Series 1998-6 6.00% Class B Credit Card Participation Certificates, Series 1998-6 Floating Rate Class A Credit Card Participation Certificates, Series 1998-7 Floating Rate Class B Credit Card Participation Certificates, Series 1998-7 5.30% Class A Credit Card Participation Certificates, Series 1998-9 5.55% Class B Credit Card Participation Certificates, Series 1998-9 5.50% Class A Credit Card Participation Certificates, Series 1999-1 5.75% Class B Credit Card Participation Certificates, Series 1999-1 5.875% Class A Credit Card Participation Certificates, Series 1999-2 6.150% Class B Credit Card Participation Certificates, Series 1999-2 Floating Rate Class A Credit Card Participation Certificates, Series 1999-3 Floating Rate Class B Credit Card Participation Certificates, Series 1999-3 6.10% Class A Credit Card Participation Certificates, Series 1999-5 6.30% Class B Credit Card Participation Certificates, Series 1999-5 6.65% Class A Credit Card Participation Certificates, Series 1999-7 6.90% Class B Credit Card Participation Certificates, Series 1999-7 Credit Card Participation Certificate, Series 2000 (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: Forms 8-A were filed with the Securities and Exchange Commission (the "Commission") registering each Series of the Certificates, other than the Credit Card Participation Certificate, Series 2000, pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the "Act"). 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, the registrant was issued a no-action letter (the "No-Action Letter") by the Commission with respect to certain of the registrant's reporting requirements pursuant to Section 13 or 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 May 29, 1991 relating to the Citibank Credit Card Master Trust I (the "Trust") among Citibank (South Dakota), N.A. ("CBSD"), Citibank (Nevada), National Association ("CBNV", CBSD and CBNV collectively, the "Banks") and Bankers Trust Company, as trustee (the "Trustee"), KPMG LLP has performed certain procedures in connection with the Monthly Servicer's Certificates (the "Monthly Certificates") for the months of January 2000 through December 2000. 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 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 2000 through December 2000 are incorporated by reference from the registrant's Current Reports on Form 8-K filed with the Commission on February 15, 2000, March 14, 2000, April 17, 2000, May 11, 2000, June 15, 2000, July 17, 2000, August 15, 2000, September 15, 2000, October 18, 2000, November 16, 2000, December 15, 2000 and January 18, 2001, respectively. In addition, the registrant's Current Report on Form 8-K filed with the Commission on January 30, 2001 containing certain financial information as of December 31, 2000 with regard to the Trust, the Receivables and the Accounts is incorporated by reference. Item 3. Legal Proceedings. The registrant knows of no material pending legal proceedings involving the Trust, CBSD, CBNV or the Trustee (in its capacity as such), other than routine litigation incidental to the business of the Trust, CBSD, CBNV or the Trustee (in its capacity as such). Item 4. Submission of Matters to a Vote of Security Holders. NONE. 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, other than the Credit Card Participation Certificate, Series 2000, is represented by one or more certificates registered in the name of Cede & Co. ("Cede"), the nominee of The Depository Trust Company ("DTC"). The Credit Card Participation Certificate, Series 2000, is represented by a single certificate registered in the name of Citibank Credit Card Issuance Trust. 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. 3 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, other than the Credit Card Participation Certificate, Series 2000, is represented by one or more certificates registered in the name of Cede, the nominee of DTC, and an investor holding an interest in such classes of Certificates is not entitled to receive a certificate representing such interest except in limited circumstances set forth in the Pooling Agreement. Accordingly, Cede is the sole holder of record of such Certificates, which it holds on behalf of brokers, dealers, banks, and other direct participants in the DTC system. 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, 55 Water Street, New York, NY 10041. The Credit Card Participation Certificate, Series 2000, is represented by a single certificate, representing 100% of the principal amount of such series of Certificates, and is registered in the name of Citibank Credit Card Issuance Trust. The name and address of the sole holder of record of such series of Certificates is Citibank Credit Card Issuance Trust c/o Citibank (South Dakota), N.A., as Managing Beneficiary 701 East 60th Street, North Mail Code 1251 Sioux Falls, South Dakota 57117 (b) Omitted pursuant to the No-Action Letter. (c) Omitted pursuant to the No-Action Letter. 4 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 Trust, CBSD, as a seller or servicer, CBNV, as a seller, 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, Kessinger and Kent and of Ms. Garry as Directors of Citibank (South Dakota), N.A. are incorporated by reference from Exhibit 24.1 of the registrant's Registration Statement on Form S-3 (File No. 333-52984). Powers of Attorney of Messrs. Johnson and Bender as Directors of Citibank (South Dakota), N.A. are incorporated by reference from Exhibit 24.1 of the registrant's Registration Statement on Form S-3 (File No. 333-80743). 99.1 Reports on the activities of CBSD, as Servicer, prepared by KPMG 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 2000 through December 2000 are incorporated by reference from the registrant's Current Reports on Form 8-K filed with the Commission on February 15, 2000, March 14, 2000, April 17, 2000, May 11, 2000, June 15, 2000, July 17, 2000, August 15, 2000, September 15, 2000, October 18, 2000, November 16, 2000, December 15, 2000 and January 18, 2001, respectively. 99.3 The registrant's Current Report on Form 8-K filed with the Commission on January 30, 2001 containing certain financial information as of December 31, 2000 with regard to the Trust, the Receivables and the Accounts is incorporated by reference. (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/ Douglas C. Morrison ------------------------ Douglas C. Morrison Vice President Dated: March 30, 2001 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, 2001 in the capacities indicated. /s/ Kendall E. Stork ------------------------ Kendall E. Stork President, Chief Executive Officer and a Director (Principal Executive Officer) /s/ Douglas C. Morrison ------------------------ Douglas C. Morrison Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) * ------------------------ Russell R. Greenfield Director * ------------------------ Jerry W. Johnson Director * ------------------------ Donald Bender Director 6 * ------------------------ Kevin M. Kessinger Director * ------------------------ Roger W. Kent Director * ------------------------ Julie A. Garry Director * Douglas C. Morrison, 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/ Douglas C. Morrison ------------------------ Douglas C. Morrison Attorney-in-Fact 7 EX-99.1 2 0002.txt REPORTS OF KPMG LLP Independent Accountant's Report ------------------------------- Citibank Credit Card Master Trust I c/o Bankers Trust Company, 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 Citibank Credit Card Master Trust I, formerly known as the Standard Credit Card Master Trust I (the "Trust"), dated as of May 29, 1991, including the supplements for each series issued from the Trust, among CBSD, as Seller and Servicer, Citibank (Nevada), National Association, as Seller, and Bankers Trust Company, as Trustee (the "Agreement") for the year ended December 31, 2000. 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, 2000 is fairly stated, in all material respects. /s/ KPMG LLP New York, New York March 23, 2001 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 Citibank Credit Card Master Trust I, formerly known as the Standard Credit Card Master Trust I (the "Trust"), dated as of May 29, 1991, including the supplements for each series issued from the Trust, among CBSD, as Seller and Servicer, Citibank (Nevada), National Association, as Seller, and Bankers Trust Company, 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, 2000. Based upon this evaluation, management believes that, for the year ended December 31, 2000, CBSD, as Servicer, was materially in compliance with the aforementioned sections of the Agreement. /s/ Kendall Stork - --------------------- Kendall Stork President March 23, 2001 Independent Accountant's Report ------------------------------- Citibank Credit Card Master Trust I c/o Bankers Trust Company, 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 Citibank Credit Card Master Trust I, formerly known as the Standard Credit Card Master Trust I (the "Trust"), dated as of May 29, 1991, including the supplements for each series issued from the Trust, among CBSD, as Seller and Servicer, Citibank (Nevada), National Association, as Seller, and Bankers Trust Company, as Trustee (the "Agreement") for the year ended December 31, 2000. Management is responsible for CBSD's compliance with Article III, Section 3.04 (b) of the Agreement, including the accuracy of the mathematical calculations of each amount set forth in the Monthly Servicer Certificates, delivered pursuant to Section 3.04 (b), using CBSD's computer reports which were the source of such amounts. 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, including the accuracy of the related mathematical calculations, for the year ended December 31, 2000 is fairly stated, in all material respects. /s/ KPMG LLP New York, New York March 23, 2001 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 Citibank Credit Card Master Trust I, formerly known as the Standard Credit Card Master Trust I (the "Trust"), dated as of May 29, 1991, including the supplements for each series issued from the Trust, among CBSD, as Seller and Servicer, Citibank (Nevada), National Association, as Seller, and Bankers Trust Company, as Trustee (the "Agreement"). Management is also responsible for the accuracy of the mathematical calculations of each amount set forth in the Monthly Servicer Certificates, delivered pursuant to Section 3.04 (b), using CBSD's computer reports which were the source of such amounts. Management has performed an evaluation of CBSD's compliance with Article III, Section 3.04 (b) of the Agreement, including the accuracy of the related mathematical calculations, for the year ended December 31, 2000. Based upon this evaluation, management believes that, for the year ended December 31, 2000, CBSD, as Servicer, was materially in compliance with Article III, Section 3.04 (b) of the Agreement. /s/ Kendall Stork - --------------------- Kendall Stork President March 23, 2001 -----END PRIVACY-ENHANCED MESSAGE-----