-----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, CXQ5B7S+yVkAl3UNdrLGbiNAc/SEhrQccYL6mocROd46JNQtuLNHQW181nw2SzKT b44PO+w2qM063oiUrHzQbg== 0000020405-01-000032.txt : 20010402 0000020405-01-000032.hdr.sgml : 20010402 ACCESSION NUMBER: 0000020405-01-000032 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 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: 1586355 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 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: 1586356 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 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: 1586357 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIBANK CREDIT CARD ISSUANCE TRUST CENTRAL INDEX KEY: 0001108348 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 460358360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-52984-03 FILM NUMBER: 1586358 BUSINESS ADDRESS: STREET 1: C/O CITIBANK SOUTH DAKOTA NA STREET 2: 701 EAST 60TH STREET NORTH CITY: SIOUX FALLS STATE: SD ZIP: 57117 BUSINESS PHONE: 6053312626 10-K 1 0001.txt CITIBANK CREDIT CARD ISSUANCE TRUST 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: 333-80743 and 333-52984 CITIBANK (SOUTH DAKOTA), N.A. on behalf of CITIBANK CREDIT CARD ISSUANCE TRUST (Issuer of the Citiseries Class A notes, Class B notes and Class C notes) (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: NONE 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. - ----------------- *On April 28, 1989, Citibank (South Dakota), N.A. was issued a no-action letter (the "No-Action Letter") by the Commission with respect to certain 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 the No-Action Letter. PART I ------ Item 1. Business. Omitted pursuant to the No-Action Letter. Item 2. Properties. The primary asset of Citibank Credit Card Issuance Trust, a Delaware statutory business trust formed on September 12, 2000 (the "issuer") -- and its primary source of funds for the payment of principal of and interest on the notes -- is a collateral certificate issued by Citibank Credit Card Master Trust I (the "master trust") to the issuer. The collateral certificate represents an undivided interest in the assets of the master trust. The master trust's assets consist primarily of credit card receivables arising in a portfolio of revolving credit card accounts. Pursuant to Section 907 of the indenture under which the issuer's notes are issued, each month the issuer prepares a monthly issuer's report (the "issuer's report") containing information regarding the issuer's notes, the master trust's assets and the collateral certificate for the related due period and the related payment dates for the notes. KPMG LLP has performed certain procedures in connection with the issuer's reports for the months of September 2000 through December 2000. The report issued by KPMG LLP in connection with these issuer's reports is attached hereto as Exhibit 99.1. The issuer's reports for the due periods ending in September 2000 through December 2000 are incorporated by reference from the registrant's Current Reports on Form 8-K filed with the Commission on October 31, 2000, November 16, 2000, December 18, 2000 and January 26, 2001, respectively. In addition, the Current Report on Form 8-K filed by the master trust with the Commission on January 30, 2001 containing certain financial information as of December 31, 2000 with regard to the master trust, the receivables and the accounts is incorporated by reference. KPMG LLP has also performed certain procedures relating to the servicing activities of Citibank (South Dakota), N.A., as servicer of the master trust. The report issued by KPMG LLP in connection with the servicing activities of Citibank (South Dakota), N.A., as servicer of the master trust, attached as Exhibit 99.1 to the Annual Report on Form 10-K filed by the master trust with the Commission on March 30, 2001, is incorporated by reference. Item 3. Legal Proceedings. The registrant knows of no material pending legal proceedings involving the issuer, the master trust, Citibank (South Dakota), N.A., Citibank (Nevada), National Association or the trustee (in its capacity as such), other than routine litigation incidental to the business of the issuer, the master trust, Citibank (South Dakota), N.A., Citibank (Nevada), National Association 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 notes. Each publicly offered subclass of the issuer's notes is represented by one or more notes registered in the name of Cede & Co. ("Cede"), the nominee of The Depository Trust Company ("DTC"). 2 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 publicly offered subclass of the issuer's notes 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 subclasses of notes is not entitled to receive a note representing such interest except in limited circumstances set forth in the indenture. Accordingly, Cede is the sole holder of record of such notes, which it holds on behalf of brokers, dealers, banks, and other direct participants in the DTC system. Such direct participants may hold notes 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. (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 the issuer, the master trust, Citibank (South Dakota), N.A., as managing beneficiary, or the trustee, on behalf of the issuer, is a party with any noteholder who owns of record or beneficially more than five percent of the notes. 3 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 Annual Accountant's Report, prepared by KPMG LLP, is attached hereto as Exhibit 99.1. 99.2 The issuer's reports containing information regarding the notes of the Citiseries, the master trust's assets and the collateral certificate for the due periods ending in September 2000 through December 2000 are incorporated by reference from the registrant's Current Reports on Form 8-K filed with the Commission on October 31, 2000, November 16, 2000, December 18, 2000 and January 26, 2001, respectively. 99.3 The Current Report on Form 8-K filed by the master trust with the Commission on January 30, 2001 containing certain financial information as of December 31, 2000 with regard to the master trust, the receivables and the accounts is incorporated by reference. 99.4 The report issued by KPMG LLP relating to the servicing activities of Citibank (South Dakota), N.A., as servicer of the master trust, is incorporated by reference from Exhibit 99.1 of the Annual Report on Form 10-K filed by the master trust with the Commission on March 30, 2001. (b) Omitted pursuant to the No-Action Letter. (c) Omitted pursuant to the No-Action Letter. (d) Omitted pursuant to the No-Action Letter. 4 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 Managing Beneficiary of Citibank Credit Card Issuance Trust (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 5 * ------------------------ 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 6 EX-99.1 2 0002.txt REPORT OF KPMG LLP Independent Accountant's Report ------------------------------- Citibank Credit Card Issuance Trust, as Issuer c/o Bankers Trust Company, as Trustee Citibank (South Dakota), N.A., as Managing Beneficiary We have examined the accompanying assertion made by Citibank South Dakota's ("CBSD") management on Citibank Credit Card Issuance Trust's ("Issuer") compliance with Article IX, Section 907 of the Indenture, dated as of September 26, 2000, between the Issuer and Bankers Trust Company, as Trustee for the period from September 26, 2000 to December 31, 2000. Management is responsible for the Issuer's compliance with Article IX, Section 907 of the Indenture, including the accuracy of the mathematical calculations of each amount set forth in the Issuer's Report, delivered each month pursuant to Section 907, using CBSD's computer reports which were the source of such amounts. Our responsibility is to express an opinion on management's assertion about the Issuer'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 the Issuer's compliance with the aforementioned provision of the Indenture 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 the Issuer's compliance with that provision. In our opinion, management's assertion that the Issuer was materially in compliance with Article IX, Section 907 of the Indenture, including the accuracy of the related mathematical calculations, for the period from September 26, 2000 to December 31, 2000 is fairly stated, in all material respects. /s/ KPMG LLP New York, New York March 23, 2001 Management Report on Citibank Credit Card Issuance Trust's Compliance with Article IX, Section 907 of the Indenture ---------------------------------------- Citibank (South Dakota), N.A. ("CBSD") is the Managing Beneficiary of Citibank Credit Card Issuance Trust ("Issuer") and the Servicer of Citibank Credit Card Master Trust I ("Master Trust"). Management of CBSD, as Managing Beneficiary of the Issuer and as Servicer of the Master Trust, is responsible for the preparation of the Issuer's Report each month in compliance with Article IX, Section 907 of the Indenture, dated as of September 26, 2000, between the Issuer and Bankers Trust Company, as Trustee. Management is also responsible for the accuracy of the mathematical calculations of each amount set forth in the Issuer's Report, delivered each month pursuant to Section 907, using CBSD's computer reports which were the source of such amounts. Management has performed an evaluation of the Issuer's compliance with Article IX, Section 907 of the Indenture, including the accuracy of the related mathematical calculations, for the period from September 26, 2000 to December 31, 2000. Based upon this evaluation, management believes that, for the period from September 26, 2000 to December 31, 2000, the Issuer was materially in compliance with Article IX, Section 907 of the Indenture. /s/ Kendall Stork - ----------------- Kendall Stork President March 23, 2001 -----END PRIVACY-ENHANCED MESSAGE-----