-----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, QZaiHvcjKunCY5dA2dRNx2zfVlgpKfSOeZxstkiuyj1eVqi5E44BK7JtfkUSuUSk pjSbKLyEAwN5uSO/t7/ogA== 0000839947-97-000013.txt : 19970401 0000839947-97-000013.hdr.sgml : 19970401 ACCESSION NUMBER: 0000839947-97-000013 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970331 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: 1934 Act SEC FILE NUMBER: 000-17797 FILM NUMBER: 97571568 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 STANDARD CREDIT CARD TRUST 1990-3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended:December 31, 1996 Commission file number: 33-33861 Citibank (South Dakota), N.A. on behalf of Standard Credit Card Trust 1990-3 (Issuer in respect of the Standard Credit Card Trust 1990-3 9.50% Class A Credit Card Participation Certificates (the "Class A Certificates") and 9.85% Class B Credit Card Participation Certificates (the "Class B Certificates" and together with the Class A Certificates, 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 March 29, 1991 a Form 8-A was filed with the Securities and Exchange Commission (the "Commission") registering the Class A Certificates 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 . ----- ----- State the aggregate market value of the voting stock held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked price of such stock, 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, 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 March 28, 1990 relating to the Standard Credit Card Trust 1990-3 (the "Trust") among Citibank (South Dakota), N.A. ("CBSD"), Citibank (Nevada), National Association ("CBNV", CBSD and CBNV collectively, the "Banks") and Yasuda Bank and Trust Company (U.S.A.), 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 1996 through December 1996. 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 Certificate containing information relating to the Receivables and the Accounts for the Due Period ending in December 1996 is attached hereto as Exhibit 99.2. The Class A Certificateholder's Statements and Class B Certificateholder's Statements for the May 1996 and November 1996 Payment Dates which were prepared by the Servicer and delivered to Certificateholders pursuant to Section 5.02 of the Pooling Agreement and which contain information relating to the Receivables, the Accounts and the distributions to the Certificateholders are incorporated by reference from the registrant's Current Reports on Form 8-K filed with the Commission on June 11, 1996 and November 22, 1996, respectively. Item 3. Legal Proceedings. The registrant knows of no material pending legal proceedings involving either the Trust, CBSD, CBNV or the Trustee with respect to the Trust, other than routine litigation incidental to the business of the registrant, CBSD, CBNV or the Trustee. Item 4. Submission of Matters to a Vote of Security Holders. On October 30, 1996 the Banks mailed a solicitation statement to the Certificateholders in connection with the solicitation of consents for a proposed amendment to the Pooling Agreement. The proposed amendment provided for (i) a reduction in the amount of the servicing fee to which the Servicer is entitled under the Pooling Agreement, (ii) a requirement that a fixed portion of the newly reduced servicing fee be paid from Interchange 2 and (iii) a reduction of the base rate trigger applicable under the Pooling Agreement by 1.40%, from 12.85% to 11.45%. Approval of the proposed amendment required the consent of Certificateholders evidencing not less than $374,666,667 aggregate unpaid principal amount of the investor certificates issued and outstanding with respect to the Trust (the "Certificateholders' Interest"), which represents 66-2/3% of the outstanding Certificateholders' Interest. Certificateholders evidencing an aggregate Certificateholders' Interest of $445,090,000 consented to the proposed amendment. Certificateholders evidencing an aggregate Certificateholders' Interest of $2,170,000 opposed the proposed amendment and Certificateholders evidencing an aggregate Certificateholders' Interest of $23,000 abstained from voting. The Amendment to the Pooling Agreement was executed and delivered effective December 26, 1996. PART II ------- Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. (a) To the best knowledge of the registrant, there is no established public trading market for the Certificates. (b) The Certificates are represented by one or more certificates registered in the name of Cede & Co. ("Cede"), the nominee of The Depository Trust Company ("DTC"). (c)Omitted pursuant to the No-Action Letter. 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 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. 3 (a)The Certificates are 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, bank, 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, 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, CBSD, 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. Williamson, Kearns, 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 Certificate containing information relating to the Receivables and the Accounts for the Due Period ending in December 1996 is attached hereto as Exhibit 99.2. 99.3 The Class A Certificateholder's Statements and Class B Certificateholder's Statements for the May 1996 and November 1996 Payment Dates containing information relating to the Receivables, the Accounts and the distributions to Certificateholders are incorporated by reference from the registrant's Current Reports on Form 8-K filed with the Commission on June 11, 1996 and November 22, 1996, 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. 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 Servicer (Registrant) By: /s/ Eugene D. Rowenhorst ---------------------------- Eugene D. Rowenhorst Senior Vice President Dated: March 28, 1997 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 28, 1997 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 5 ---------------------------------- James W. Hutchinson Director * ---------------------------------- Jerry W. Johnson Director * ---------------------------------- Charles A. Kearns Director * ---------------------------------- Joachim M. Paladino Director ---------------------------------- James R. Stojak Director * ---------------------------------- Ronald F. Williamson 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 6 EX-99.1 2 REPORTS OF KPMG PEAT MARWICK LLP Independent Accountant's Report Standard Credit Card Trust 1990-3 c/o Yasuda Bank and Trust Company (U.S.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, Sections 4.02 through 4.14, and Section 8.08 of the Pooling and Servicing Agreement for the Standard Credit Card Trust 1990-3 dated as of March 28, 1990 among CBSD, as seller and servicer, Citibank (Nevada), National Association, as seller, and Yasuda Bank and Trust Company (U.S.A.), as Trustee, (the "Agreement") for the year ended December 31, 1996. 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, 1996 is fairly stated in all material respects. /s/ KPMG Peat Marwick LLP New York, New York March 14, 1997 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, Sections 4.02 through 4.14, and Section 8.08 of the Pooling and Servicing Agreement for the Standard Credit Card Trust 1990-3 dated as of March 28, 1990 among CBSD, as seller and servicer, Citibank (Nevada), National Association, as seller, and Yasuda Bank and Trust Company (U.S.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, 1996. Based upon this evaluation, management believes that, for the year ended December 31, 1996, 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 14, 1997 Independent Accountant's Report Standard Credit Card Trust 1990-3 c/o Yasuda Bank and Trust Company (U.S.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 Standard Credit Card Trust 1990-3 dated as of March 28, 1990 among CBSD, as seller and servicer, Citibank (Nevada), National Association, as seller, and Yasuda Bank and Trust Company (U.S.A.), as Trustee, (the "Agreement") for the year ended December 31, 1996. 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, 1996 is fairly stated in all material respects. /s/ KPMG Peat Marwick LLP New York, New York March 14, 1997 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 Standard Credit Card Trust 1990-3 dated as of March 28, 1990 among CBSD, as seller and servicer, Citibank (Nevada), National Association, as seller, and Yasuda Bank and Trust Company (U.S.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, 1996. Based upon this evaluation, management believes that, for the year ended December 31, 1996, 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 EX-99.2 3 MONTHLY SERVICER'S CERTIFICATE COVERING 12/96 MONTHLY SERVICER'S CERTIFICATE CITIBANK (SOUTH DAKOTA), N.A. CITIBANK (NEVADA), NATIONAL ASSOCIATION _______________________________________ STANDARD CREDIT CARD TRUST 1990-3 _______________________________________ The undersigned, a duly authorized representative of Citibank (South Dakota), N.A., as Servicer ("Citibank (South Dakota)"), pursuant to a Pooling and Servicing Agreement dated as of March 28, 1990 (the "Pooling and Servicing Agreement"), by and among Citibank (South Dakota), N.A., as Seller and Servicer, Citibank (Nevada), National Association, as Seller, and Yasuda Bank and Trust Company (U.S.A.), as Trustee, does hereby certify as follows: 1. Capitalized terms used in this Certificate have their respective meanings as set forth in the Pooling and Servicing Agreement. 2. Citibank (South Dakota) is, as of the date hereof, the Servicer under the Pooling and Servicing Agreement. 3. The undersigned is a Servicing Officer. 4. This Certificate relates to the Distribution Date occurring on January 10, 1997 . 4a. The aggregate amount of Collections referred to in Item 5 as a percentage of the aggregate amount of Receivables in the Trust on the last day of the Due Period preceding such Distribution Date was equal to.................................... 13.17 % [1] 4b. The Defaulted Amount with respect to the Due Period preceding such Distribution Date as a percentage of the aggregate amount of Principal Receivables in the Trust on average during the Due Period preceding such Distribution Date was equal to............................................ 5.32 % 4c. The Portfolio Yield for the Due Period preceding such Distribution Date was equal to..................... 13.30 % 5. The aggregate amount of Collections processed for the Due Period preceding such Distribution Date was equal to..................................................$ 100,853,660 [1] 6. The aggregate amount of such Collections with respect to Principal Receivables for the Due Period preceding such Distribution Date was equal to................ $ 89,400,438 7. The aggregate amount of such Collections with respect to Finance Charge Receivables for the Due Period pre- ceding such Distribution Date was equal to..........$ 11,453,222 [1] 8. The Class A Floating Allocation Percentage for the Due Period preceding such Distribution Date was equal to ................................................ 34.5867 % 9. The Class A Floating Allocation Percentage of Collections with respect to Finance Charge Receivables for the Due Period preceding such Distribution Date was equal to to..................................................$ 3,961,294 [1] 10. That amount of Class A Additional Funds with respect to such Distribution Date is equal to..................$ 0 11. The amount of Class A Monthly Interest for such Distri- bution Date, plus the amount of any Class A Monthly Interest previously due but not deposited into the Class A Monthly Interest Funding Account on a prior Distribution Date was equal to .....................$ 1,649,306 11a. The amount of Class A Additional Interest for such Distribution Date, plus the amount of any Class A Additional Interest previously due but not deposited into the Class A Interest Funding Account on a prior Distri- bution Date was equal to............................ 0 12. The Class A Investor Default Amount for such Distribution Date is equal to....................................$ 1,145,721 13. The Class A Monthly Servicing Fee for such Distribution Date is equal to....................................$ 460,851 14. The Required Amount, if any, with respect to such Distri- bution Date is equal to.............................$ 0 15. The Class B Floating Allocation Percentage for the Due Period preceding such Distribution Date was equal to ................................................ 8.5775 % 16. The Class B Floating Allocation Percentage of Collections with respect to Finance Charge Receivables for the Due Period preceding such Distribution Date was equal to..................................................$ 982,401 [1] 17. The amount of Class B Additional Funds with respect to such Distribution Date is equal to..................$ 0 18. The amount of Class B Monthly Interest for such Distri- bution Date, plus the amount of any Class B Monthly Interest previously due but not deposited into the Class B Interest Funding Account on a prior Distribution Date was equal to...................................$ 508,917 18a.The amount of Class B Additional Interest for such Distribution Date, plus the amount of any Class B Additional Interest previously due but not deposited into the Class B Interest Funding Account on a prior Distribution Date is equal to....................... 0 19. The amount of Excess Finance Charge Collections with respect to such Distribution Date is equal to.......$ 1,041,752 20. The amount of Excess Finance Charge Collections referred to in Item 19 that will be available to be distributed on such Distribution Date to fund or reimburse the following items: (a) to fund the Required Amount, if any, with respect to such Distribution Date..................$ 0 (b) to reimburse Class A Investor Charge-Offs..$ 0 (c) to pay current and/or overdue Class B Monthly Interest or the Cumulative Excess Interest Amount...$ 0 (d) to fund the Class B Investor Default Amount with respect to such Distribution Date..........$ 284,139 (e) to reimburse certain previous reductions in the Class B Invested Amount....................$ 0 21. The amount of Excess Finance Charge Collections available to be distributed to the L/C Issuer with respect to such Distribution Date is equal to......................$ 757,613 22. The amount of Reallocated Principal Collections with respect to such Distribution Date is equal to......................$ 0 23. The amount, if any, of Adjustment Payments with respect to such Distribution Date is equal to......................$ 0 24. The amount, if any, of Transfer Deposit Amounts with respect to such Distribution Date is equal to......................$ 0 25. The amount, if any, of Unallocated Principal Collections with respect to such Distribution Date is equal to.................$ 0 26. The Class A Fixed Allocation Percentage is equal to: 77.9418 %[2] 27a.The total amount to be deposited into the Class A Principal Funding Account on such Distribution Date is equal to...................................$ 41,666,667 [2] 27b.The total amount to be deposited into the Class B Principal Funding Account on such Distribution Date is equal to...................................$ 0 28a.The total amount on deposit in the Class A Principal Funding Account on such Distribution Date (after giving effect to the deposit referred to in Item 27a) is equal to........................$ 333,333,333 [2] 28b.The total amount on deposit in the Class B Principal Funding Account on such Distribution Date (after giving effect to the deposit referred to in Item 27b) is equal to........................$ 0 29. The total amount to be distributed to Class B Certificateholders on such Distribution Date in payment of principal is equal to................$ 0 30. The total amount to be deposited into the Class A Interest Funding Account on such Distribution Date including amounts earned in the Class A Principal Funding Account is equal to..............$ 3,958,333 31. The total amount on deposit in the Class A Interest Funding Account on such Distribution Date (after giving effect to the deposit referred to in Item 30) will be equal..............$ 7,916,667 32. The total amount to be deposited into the Class B Interest Funding Account on such Distribution Date will be equal to...................................$ 508,917 33. The total amount in the Class B Interest Funding Account on such Distribution Date (after giving effect to the deposit referred to in Item 32) will be equal to...................................$ 1,017,833 34. The aggregate outstanding balance of the Accounts which were delinquent by 35 days to 64 days as of the close of business on the last day of the calendar month preceding such Distribution Date was equal to................$ 16,004,548 35. The aggregate outstanding balance of the Accounts which were delinquent by 65 days or more as of the close of business on the last day of the calendar month preceding such Distribution Date was equal to................$ 23,639,994 36. The amount of Class A Investor Charge-Offs for such Distribution Date is equal to.............$ 0 37. The total amount of reimbursements of Class A Investor Charge-Offs for such Distribution Date is equal to...................................$ 0 38. The amount of Class B Investor Charge-Offs and other reductions in the Class B Invested Amount for such Distribution Date is equal to......$ 0 39. The total amount of reimbursements of Class B Investor Charge-Offs for such Distribution Date is equal to........................................$ 0 39a.The existing Deficit Controlled Amortization Amount for such Distribution Date is equal to.............$ 0 [3] 40. The aggregate amount of Principal Receivables in the Trust at the close of business on the last day of the Due Period preceding such Distribution Date was equal to..................................$ 753,360,402 41. The aggregate amount of Finance Charge Receivables in the Trust at the close of business on the last day of the Due Period preceding such Distribution Date was equal to..................................$ 12,551,623 42. The Class A Invested Amount at the close of business on such Distribution Date (after giving effect to all payments and adjustments on such Distribution Date) will be equal to........$ 166,666,667 43. The Class B Invested Amount at the close of business on such Distribution Date (after giving effect to all payments and adjustments on such Distribution Date) will be equal to........$ 62,000,000 44. The Available L/C Amount as of the close of business on the preceding Distribution Date, after giving effect to any drawings on the L/C and payments to the L/C Issuer on such Distribution Date, was equal to....................$ 33,720,000 45. The Total Draw Amount with respect to such Distribution Date is equal to......................$ 0 46. The Total Draw Amount with respect to such Distribution Date is equal to the sum of the following: (a) Interest Draw Amount.......$ 0 (b) Reimbursement Draw Amount..$ 0 (c) Special Draw Amount........$ 0 47. The Available L/C Amount as of the close of business on such Distribution Date, after giving effect to any drawings on the L/C and payments to the L/C Issuer on such Distribution Date, will be equal to............$ 33,720,000 48. The ratio of the Available L/C Amount to the Class B Invested Amount as of the close of business on such Distribution Date, after giving effect to any drawings on the L/C and payments to the L/C Issuer on such Distribution Date will be equal to..................$ 54.39 % 49. The Cumulative Excess Interest Amount as of the close of business on such Distribution Date, after giving effect to any deposits in the Class B Interest Funding Account on such Distribution Date will be equal to..$ 0 50. The amount of Defaulted Receivables (gross principal write-offs) with respect to the Due Period preceding such Distribution Date was equal to.................$ 3,811,448 51. The Defaulted Amount (net of recoveries) with respect to the Due Period preceding such Distribution Date was equal to........................................$ 3,312,605 52. As of the date hereof, to the best knowledge of the undersigned, (a) the Servicer has performed in all material respects all its obligtions under the Pooling and Servicing Agreement through the Due Period preceding such Distribution Date. 53. As of the date hereof, to the best knowledge of the undersigned, no Amortization Event has been deemed to have occurred on or prior to such Distribution Date. 54. As of the date hereof, to the best knowledge of the undersigned, no Lien has been placed on any of the Receivables other than pursuant to the Pooling and Servicing Agreement. 55. On November 5, 1990, Standard & Poor's Corporation lowered the Investment Provider's long-term senior debt rating from AA- to A+ and the Investment Provider's short-term debt rating from A-1+ to A-1. On January 25, 1991, Moody's Investors Service, Inc. lowered the Investment Provider's long-term senior debt rating to Baa2 from A3 and the Investment Provider's short-term rating to P3 from P2. The Servicer has established an arrangement satisfactory to the Trustee and the Rating Agency such that the Rating Agency will not reduce the rating of the Investor Certificates as a result of the downgrades described above. IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate this 8th day of January 1997. CITIBANK (SOUTH DAKOTA), N.A., as Servicer, By:/s/ Susan Sexton ------------------------ Name: Susan Sexton Title: Vice President [1] Includes Interchange and Finance Charge Recoveries. [2] Applicable during the Accumulation Period and any Early Amortization Period. [3] Applicable during the Accumulation Period. -----END PRIVACY-ENHANCED MESSAGE-----