-----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, TiEp1O0AGWEOCs7mA0II5RXna1MzjOqztKdNe77pOMIziEgysgPr9iv5d4DXEclB VAVJCRfHxhD4AFdZYjEMwA== 0000839947-04-000003.txt : 20040112 0000839947-04-000003.hdr.sgml : 20040112 20040112124917 ACCESSION NUMBER: 0000839947-04-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040112 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-80743-02 FILM NUMBER: 04519997 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 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17797 FILM NUMBER: 04519996 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: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-24657-01 FILM NUMBER: 04519998 BUSINESS ADDRESS: STREET 1: 701 EAST 60TH STREET, NORTH CITY: SIOUX FALLS STATE: SD ZIP: 57117 BUSINESS PHONE: 7027974444 MAIL ADDRESS: STREET 1: 8725 WEST SAHARA AVENUE CITY: LAS VEGAS STATE: NV ZIP: 89163 8-K 1 dec-8k.txt DECEMBER-8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2003 Citibank (South Dakota), National Association on behalf of Citibank Credit Card Master Trust I (Issuer in respect of the Citibank Credit Card Master Trust I 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 1995-1 8.45% Class B Credit Card Participation Certificates, Series 1995-1 6.55% Class A Credit Card Participation Certificates, Series 1995-9 6.65% Class B Credit Card Participation Certificates, Series 1995-9 Floating Rate Class A Credit Card Participation Certificates, Series 1996-6 Floating Rate Class B Credit Card Participation Certificates, Series 1996-6 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] 6.05% Class A Credit Card Participation Certificates, Series 1998-2 6.20% Class B Credit Card Participation Certificates, Series 1998-2 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 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 charter) United States of America 46-0358360 ------------------------ ---------------- (State or other juris- (I.R.S. Employer diction of incorporation) Identification No.) 33-41055, 33-43576, 33-62180, 33-77802, 33-84834, 33-97664, 33-99328, 333-38803, 333-80743, 333-52984, 333-91326 and 333-103013 (Commission File Numbers) 701 East 60th Street, North Sioux Falls, South Dakota 57117 ---------------------------- ---------- (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: (605) 331-2626 Not Applicable -------------- (Former name or former address, if changed since last report) [Cover page 2 of 2 pages] Item 5. Other Events On December 31, 2003, Citibank (South Dakota), National Association ("Citibank (South Dakota)"), as Seller and Servicer, Citibank (Nevada), National Association ("Citibank (Nevada)"), as Seller, and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as Trustee (the "Trustee") entered into Amendment No. 1 to the Amended and Restated Pooling and Servicing Agreement, dated as of October 5, 2001, among Citibank (South Dakota), Citibank (Nevada) and the Trustee. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Not applicable. (b) Not applicable. (c) Exhibits: The following exhibit is filed herewith: Exhibit 4 Amendment No. 1, dated as of December 31, 2003, to the Amended and Restated Pooling and Servicing Agreement, among Citibank (South Dakota), Citibank (Nevada) and the Trustee 3 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 hereunto duly authorized. CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION, as Servicer (Registrant) By: /s/ Douglas C. Morrison ----------------------- Douglas C. Morrison Vice President Dated: January 9, 2004 4 EXHIBIT INDEX ------------- Exhibit No. - ----------- 4 Amendment No. 1, dated as of December 31, 2003, to the Amended and Restated Pooling and Servicing Agreement, among Citibank (South Dakota), Citibank (Nevada) and the Trustee 5 EX-4 3 exhibit-4.txt AMEND. NO. 1 TO THE AMENDED AND RESTATED PSA EXECUTION COPY AMENDMENT NO. 1 dated as of December 31, 2003 (the "Amendment") to the Amended and Restated Pooling and Servicing Agreement dated as of October 5, 2001, among CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION, a national banking association, as Seller and Servicer ("Citibank (South Dakota)"); CITIBANK (NEVADA), NATIONAL ASSOCIATION, a national banking association, as Seller ("Citibank (Nevada)" and together with Citibank (South Dakota), the "Banks"); and DEUTSCHE BANK TRUST COMPANY AMERICAS f/k/a Bankers Trust Company, a New York banking corporation, as trustee (the "Trustee"), as such Agreement has been amended and supplemented (the "Agreement"). The parties hereto hereby agree as follows: 1. Capitalized Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. 2. Governing Law. Section 13.04 of the Agreement is hereby amended and restated in its entirety as follows: "Section 13.04. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS; PROVIDED, HOWEVER, ANY SALE OF RECEIVABLES BY CITIBANK (NEVADA) TO THE TRUSTEE ON BEHALF OF THE TRUST PURSUANT TO SECTION 2.01 OR SECTION 2.09 SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER RELATING TO ANY SUCH SALE SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS; AND PROVIDED FURTHER, ANY SALE OF RECEIVABLES BY CITIBANK (SOUTH DAKOTA) TO THE TRUSTEE ON BEHALF OF THE TRUST PURSUANT TO SECTION 2.01 OR SECTION 2.09 SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF SOUTH DAKOTA, INCLUDING TITLE 54, CHAPTER 1, SECTIONS 9 AND 10 OF THE SOUTH DAKOTA CODIFIED LAWS AND WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER RELATING TO ANY SUCH SALE SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS." 3. Securitization. A new Section 13.20 is hereby added to the Agreement as follows: "Section 13.20. Intent of Parties Concerning Receivables Sold by Citibank (South Dakota). Each of the parties hereto hereby agrees that with respect to any Receivables or other property, assets or rights purported to be transferred, in whole or in part, by Citibank (South Dakota) pursuant to this Agreement (including each Assignment) such transfer shall be deemed to constitute a "securitization transaction" as the term is defined in the South Dakota Codified Laws Title 54, Chapter 1, Sections 9 and 10. In addition, each of the parties hereto hereby agrees that any transfer of Receivables or other property, assets or rights, in whole or in part, by Citibank (South Dakota) pursuant to this Agreement (including each Assignment) shall be subject to the provisions of South Dakota Codified Laws Title 54, Chapter 1, Section 10, all of which are incorporated herein by reference." 4. Form of Assignment. Paragraph 9 of the Form of Assignment of Receivables in Additional Accounts set forth in Exhibit B to the Agreement is hereby amended and restated in its entirety as follows: "9. GOVERNING LAW. THIS ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF [SOUTH DAKOTA, INCLUDING SOUTH DAKOTA CODIFIED LAWS TITLE 54, CHAPTER 1, SECTIONS 9 AND 10, IN THE CASE OF ANY SALE OF RECEIVABLES HEREUNDER BY CITIBANK (SOUTH DAKOTA),][AND][NEVADA, IN THE CASE OF ANY SALE OF RECEIVABLES HEREUNDER BY CITIBANK (NEVADA),] WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER RELATING TO ANY SUCH SALE SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS." 5. It shall be a condition to the effectiveness of this Amendment that, on or prior to the date hereof, (a) the Banks shall have delivered to the Trustee an Opinion of Counsel, substantially in the form of Exhibit H-1 to the Agreement to the effect that (i) the Amendment has been entered into in accordance with the terms and provisions of Section 13.01 of the Agreement and will not adversely affect in any material respect the interests of the Certificateholders and (ii) the Amendment has been duly authorized, executed and delivered by the Banks and is enforceable against each of them in accordance with its terms, and (b) the Rating Agency Condition shall have been satisfied. 6. This Amendment shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 7. This Amendment may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. 8. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date hereof, any reference to the Agreement shall mean the Agreement as amended by this Amendment. The Trustee makes no representation as to the validity or sufficiency of this Amendment. 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers as of the date first above written. CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION, Seller and Servicer, By: /s/ Douglas C. Morrison ----------------------- Name: Douglas C. Morrison Title: Vice President CITIBANK (NEVADA), NATIONAL ASSOCIATION, Seller, By: /s/ Robert D. Clark ------------------- Name: Robert D. Clark Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, By: /s/ Man Wing Li --------------- Name: Man Wing Li Title: Associate -----END PRIVACY-ENHANCED MESSAGE-----