-----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, MwAqS+dpMyog+L0C7+zGxc1rezxUvbjwtIJ8/nMB8VTKD3ZcBSvP8vXlg1H7Eand zxJs13r1rYB4SZXTARnErg== 0000839947-03-000082.txt : 20030331 0000839947-03-000082.hdr.sgml : 20030331 20030331121419 ACCESSION NUMBER: 0000839947-03-000082 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030331 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17797 FILM NUMBER: 03628314 BUSINESS ADDRESS: STREET 1: 425 PARK AVE. STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10043 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: ASSOCIATES CREDIT CARD RECEIVABLES CORP CENTRAL INDEX KEY: 0001103055 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 752709748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-94867-01 FILM NUMBER: 03628315 BUSINESS ADDRESS: STREET 1: 290 E CARPENTER FREEWAY CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 9726524000 MAIL ADDRESS: STREET 1: 290 E CARPENTER FREEWAY CITY: IRVING STATE: TX ZIP: 75062 10-K/A 1 accmnt-10k.txt ACCMNT-10K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (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, 2002 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: 333-94867-01 ---------------------------------------------- CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION On behalf of ASSOCIATES CREDIT CARD MASTER NOTE TRUST (Issuer of the Notes) (Exact Name of Registrant as Specified in Its Charter) State or other jurisdiction of incorporation or organization: United States of America I.R.S. Employer Identification No.: 46-0358360 Address of principal executive offices: 701 East 60th Street, North, Sioux Falls, South Dakota 57117 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] Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes No 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. - ------------------------------- * The Registrant has prepared its Form 10-K in reliance on and in accordance with the terms of various no action letters issued by the SEC in respect of other trusts that are substantially similar to Associates Credit Card Master Note Trust. Items marked as "omitted" have been so omitted as a result of such reliance. PART I Item 1. BUSINESS Associates Credit Card Master Note Trust (the "Trust") was formed pursuant to a Trust Agreement, dated as of April 1, 2000, by and between Associates Credit Card Receivables Corp. (the "Transferor") and Wilmington Trust Company, as Owner Trustee (the "Owner Trustee"). The Trust is a master trust and has issued, and may in the future issue, asset backed notes in series, which may consist of one or more classes issued at the same or different times. The notes of each series will be issued pursuant to an indenture supplement to an Amended and Restated Master Indenture, dated as of April 1, 2000 (the "Master Indenture"), by and between the Trust and the Bank of New York, as Indenture Trustee (the "Indenture Trustee"). Citibank (South Dakota), National Association (the "Servicer") services the receivables and acts as the Trust's administrator. The Trust has issued Asset Backed Notes, Series 2000 - 98 - 1, Series 2000 - 98 - 2, Series 2000 - 99 - 1, Series 2000 - 99 - 2, Series 2000 - 99 - 3 and Series 2000 - 99 - 4 (the "Conduit Notes") and Series 2000 - 1 and Series 2000 - 2 (the "Public Notes" and, together with the Conduit Notes, the "Notes"). The monthly Servicer's certificates (the "Monthly Certificates") contain information relating to the credit card receivables and the MasterCard and Visa revolving credit card accounts from which the receivables arise and are prepared by the Servicer. The Monthly Certificates containing information relating to the receivables and the Accounts for the Monthly Periods ending in December 2002 are incorporated by reference from the Registrant's Current Reports on Form 8-K filed with the Commission. Item 2. PROPERTIES Omitted. Item 3. LEGAL PROCEEDINGS The Registrant knows of no material pending legal proceedings with respect to the Trust or the Servicer, other than routine proceedings incidental to the business of the Servicer. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter was submitted to a vote of noteholders during the fiscal year covered by this report. PART II Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS To the knowledge of the Registrant, there is no established public trading market for the Notes. Each class of Conduit Notes is represented by one or more definitive notes registered in the name of the purchasers of, or agents for the purchasers of, that class of Conduit Notes. Each class of Public Notes is represented by one or more notes registered in the name of Cede & Co. ("Cede"), the nominee of The Depository Trust Company ("DTC"). Item 6. SELECTED FINANCIAL DATA Omitted. Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION Omitted. Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Omitted. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Omitted. PART III Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Omitted. Item 11. EXECUTIVE COMPENSATION Omitted. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (a) Each class of Public Notes is represented by one or more definitive notes registered in the name of Cede, the nominee of DTC, and an investor holding a Public Note issued by the Trust is not entitled to receive a definitive note representing such Public Note except in limited circumstances set forth in the Master Indenture. Accordingly, Cede is the sole holder of record of the Senior Notes, which it holds on behalf of brokers, dealers, banks, and other direct participants in the DTC system. Such direct participants may hold Senior Notes for their own account 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. (c) Omitted. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Omitted. Item 14. CONTROLS AND PROCEDURES Omitted. PART IV Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this Annual Report on Form 10-K: Exhibit Number Description - -------------- ----------- 99.1 Annual Servicer's Certificate 99.2 Compliance Certificate pursuant to Section 3.09 of the Master Indenture 99.3 Sarbanes-Oxley Certification (b) The following Current Reports on Form 8-K were filed during 2002: (i) Current Report on Form 8-K, filed on January 24, 2003, reporting Item 5, providing the Monthly Servicer Certificate for the Month of December 2002. (ii) Current Report on Form 8-K, filed on December 23, 2002, reporting Item 5, providing the Monthly Servicer Certificate for the Month of November 2002. (iii) Current Report on Form 8-K, filed on November 25, 2002, reporting Item 5, providing the Monthly Servicer Certificate for the Month of October 2002. (iv) Current Report on Form 8-K, filed on October 25, 2002, reporting Item 5, providing the Monthly Servicer Certificate for the Month of September 2002. (v) Current Report on Form 8-K, filed on September 20, 2002, reporting Item 5, providing the Monthly Servicer Certificate for the Month of August 2002. (vi) Current Report on Form 8-K, filed on August 22, 2002 and then revised and filed on September 24, 2002, reporting Item 5, providing the Monthly Servicer Certificate for the Month of July 2002. (vii) Current Report on Form 8-K, filed on July 24, 2002, reporting Item 5, providing the Monthly Servicer Certificate for the Month of June 2002. (viii) Current Report on Form 8-K, filed on June 21, 2002, reporting Item 5, providing the Monthly Servicer Certificate for the Month of May 2002. (ix) Current Report on Form 8-K, filed on May 20, 2002, reporting Item 5, providing the Monthly Servicer Certificate for the Month of April 2002. (x) Current Report on Form 8-K, filed on April 24, 2002, reporting Item 5, providing the Monthly Servicer Certificate for the Month of March 2002. (xi) Current Report on Form 8-K, filed on March 20, 2002, reporting Item 5, providing the Monthly Servicer Certificate for the Month of February 2002. (xii) Current Report on Form 8-K, filed on February 21, 2002, reporting Item 5, providing the Monthly Servicer Certificate for the Month of January 2002. (c) Omitted. (d) Omitted. SIGNATURES Pursuant to the requirements 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), NATIONAL ASSOCIATION As Servicer /s/ Douglas Morrison -------------------- Douglas Morrison Vice President Dated: March 27, 2003 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Annual Servicer's Certificate 99.2 Compliance Certificate pursuant to Section 3.09 of the Master Indenture 99.3 Sarbanes-Oxley Certification EX-99 2 asc99-1.txt ANNUAL SERVICERS CERTIFICATE EXHIBIT 99.1 ANNUAL SERVICER'S CERTIFICATE CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION ASSOCIATES CREDIT CARD MASTER NOTE TRUST The undersigned, a duly authorized representative of Citibank (South Dakota), National Association, as Servicer ("CBSD"), pursuant to the Transfer and Servicing Agreement dated as of April 1, 2000 (as amended and supplemented, the "Agreement"), between CBSD and Associates Credit Card Master Note Trust, does hereby certify that: 1. CBSD is, as of the date hereof, the Servicer under the Agreement. Capitalized terms used in this Certificate have their respective meanings set forth in the Agreement. 2. The undersigned is a Servicing Officer who is duly authorized pursuant to the Agreement to execute and deliver this Certificate to the Trust. 3. A review of the activities of the Servicer during the year ended December 31, 2002, and of its performance under the Agreement was conducted under my supervision. 4. Based on such review, the Servicer has, to the best of my knowledge, performed in all material respects its obligations under the Agreement throughout such year and no default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 5 below. 5. The following is a description of each default in the performance of the Servicer's obligations under the provisions of the Agreement known to me to have been made by the Servicer during the year ended December 31, 2002 which sets forth in detail (i) the nature of each such default, (ii) the action taken by the Servicer, if any, to remedy each such default and (iii) the current status of each such default: none. IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 27th day of March, 2003. CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION, Servicer, By: /s/ Andrew Lubliner ------------------------ Name: Andrew Lubliner Title: Servicing Officer EX-99 3 comp99-2.txt COMPLIANCE CERTIFICATE EXHIBIT 99.2 Compliance Certificate pursuant to Section 3.09 of the Master Indenture relating to ASSOCIATES CREDIT CARD MASTER NOTE TRUST The undersigned, a duly authorized representative of Citibank (South Dakota), National Association ("CBSD"), on behalf of Associates Credit Card Master Note Trust (the "Trust"), and in accordance with the direction contained in Section 1(a)(N) of the Administration Agreement, dated as of April 1, 2000, as amended, by and among the Trust, as Issuer (the "Issuer"), and CBSD as Administrator, hereby certifies on behalf of the Trust, pursuant to Section 3.09 as the Master Indenture, dated as of April 1, 2000 (the "Indenture"), between the Issuer, and The Bank of New York, as Indenture Trustee, that: 1. A review of the activities of the Issuer during the 12-month period ending and the performance of the Issuer under the Indenture during the fiscal year ended December 31, 2002, has been made under my supervision; and 2. To the best of my knowledge, based on such review, the Issuer has complied with all conditions and covenants under the Indenture throughout the fiscal year ended December 31, 2002. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Indenture. IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 27th day of March, 2003. CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION BY: /s/ Andrew Lubliner ----------------------- Andrew Lubliner Servicing Officer EX-99 4 cert99-3.txt CERTIFICATION EXHIBIT 99.3 Certification ------------- I, Douglas C. Morrison, certify that: 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of Associates Credit Card Master Note Trust; 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports; 4. I am responsible for reviewing the activities performed by the servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under that agreement; and 5. The reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports. Date: March 27, 2003 /s/ Douglas C. Morrison - ------------------------ Douglas C. Morrison Vice President and Chief Financial Officer Citibank (South Dakota), National Association -----END PRIVACY-ENHANCED MESSAGE-----