-----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, UCNz8ZC64h5o2rs2LR29Xjk3acu5dAdQBBckQEFx2nD8hJsI2GmEvI1RpHDNgGTe DzQL8D9TFCJLnKzokoE3EA== 0000839947-97-000016.txt : 19970402 0000839947-97-000016.hdr.sgml : 19970402 ACCESSION NUMBER: 0000839947-97-000016 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 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: 97572046 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 CITIBANK CREDIT CARD MASTER TRUST I 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 Fiscal Year ended:December 31, 1996 Commission file numbers:33-38312, 33-41054, 33-41055, 33-42235, 33-43575, 33-43576, 33-47657, 33-48148, 33-52152, 33-62180, 33-77802, 33-84834, 33-97664 and 33-99328 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 8 7/8% Class A Credit Card Participation Certificates, Series 1991-3 9 1/4% Class B Credit Card Participation Certificates, Series 1991-3 7.875% Class A Credit Card Participation Certificates, Series 1991-6 8.350% Class B Credit Card Participation Certificates, Series 1991-6 6 1/4% Class B Credit Card Participation Certificates, Series 1992-1 Floating Rate Class A Credit Card Participation Certificates, Series 1992-3 Floating Rate Class B Credit Card Participation Certificates, Series 1992-3 5 1/2% Class B Credit Card Participation Certificates, Series 1993-1 5.95% Class A Credit Card Participation Certificates, Series 1993-2 6.15% Class B Credit Card Participation Certificates, Series 1993-2 5.50% Class A Credit Card Participation Certificates, Series 1993-3 5.70% Class B Credit Card Participation Certificates, Series 1993-3 7.25% Class A Credit Card Participation Certificates, Series 1994-2 7.50% Class B Credit Card Participation Certificates, Series 1994-2 6.80% Class A Credit Card Participation Certificates, Series 1994-3 7.00% Class B Credit Card Participation Certificates, Series 1994-3 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 Floating Rate Class A Credit Card Participation Certificates, Series 1995-4 7.65% Class B Credit Card Participation Certificates, Series 1995-4 Floating Rate Class A Credit Card Participation Certificates, Series 1995-5 6.75% Class A Credit Card Participation Certificates, Series 1995-6 6.90% Class B Credit Card Participation Certificates, Series 1995-6 6.70% Class A Credit Card Participation Certificates, Series 1995-8 6.85% Class B Credit Card Participation Certificates, Series 1995-8 6.55% Class A Credit Card Participation Certificates, Series 1995-9 6.65% Class B Credit Card Participation Certificates, Series 1995-9 5.90% Class A Credit Card Participation Certificates, Series 1995-10 6.05% Class B Credit Card Participation Certificates, Series 1995-10 Floating Rate Class A Credit Card Participation Certificates, Series 1995-11 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 (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) [cover page 1 of 2 pages] 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 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 (the "Act") 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. [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, formerly known as Standard 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 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 Certificates containing information relating to the Receivables and the Accounts for the Due Periods ending in January 1996 through December 1996 are incorporated by reference from the registrant's Current Reports on Form 8-K filed with the Commission on November 6, 1996, November 1, 1996, October 30, 1996, June 11, 1996, July 15, 1996, August 13, 1996, September 12, 1996, October 15, 1996, October 28, 1996, November 22, 1996, December 27, 1996 and January 29, 1997, respectively. In addition, the registrant's Current Report on Form 8-K filed with the Commission on January 17, 1997 containing certain financial information as of December 31, 1996 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. (a) To the best knowledge of the registrant, there is no established public trading market for the Certificates. (b) Each class of Certificates is 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. 3 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 is 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 set forth in the Pooling Agreement. 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 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. 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 Certificates containing information relating to the Receivables and the Accounts for the Due Periods ending in January 1996 through December 1996 are incorporated by reference from the registrant's Current Reports on Form 8-K filed with the Commission on November 6, 1996, November 1, 1996, October 30, 1996, June 11, 1996, July 15, 1996, August 13, 1996, September 12, 1996, October 15, 1996, October 28, 1996, November 22, 1996, December 27, 1996 and January 29, 1997, respectively. 99.3 The registrant's Current Report on Form 8-K filed with the Commission on January 17, 1997 containing certain financial information as of December 31, 1996 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. 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 Citibank Credit Card Master Trust I 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, 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 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, 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 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 Citibank Credit Card Master Trust I 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 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 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 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 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 March 14, 1997 -----END PRIVACY-ENHANCED MESSAGE-----