SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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Rule 14a-12
STANDARD CREDIT CARD TRUST 1990-3
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(Name of Registrant as Specified In Its Charter)
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CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK (NEVADA), NATIONAL ASSOCIATION
SOLICITATION STATEMENT
Statement Soliciting Consents of Investor Certificateholders with
respect to a proposed Amendment of the Pooling and Servicing Agreement
governing the Credit Card Participation Certificates issued by:
STANDARD CREDIT CARD TRUST 1990-3
Class A Certificates (Cusip No. 853333 AE2*)
Class B Certificates (Cusip No. 853333 AF91)
This solicitation statement is furnished by Citibank (South Dakota),
N.A., a national banking association ("Citibank (South Dakota)"), and Citibank
(Nevada), National Association, a national banking association ("Citibank
(Nevada)" and together with Citibank (South Dakota), the "Banks"), as
originators of Standard Credit Card Trust 1990-3 (the "Trust"), to holders of
the Credit Card Participation Certificates issued by such Trust (collectively,
the "Investor Certificates") which represent undivided interests in such Trust.
This solicitation statement is being sent in connection with the Banks'
solicitation (the "Solicitation") of consents from the registered holders of the
Investor Certificates (the "Investor Certificateholders") as at the close of
business on [August 22], 1996 (the "Record Date") to the execution and delivery
of a proposed Amendment (the "Amendment") to the Pooling and Servicing Agreement
(the "Agreement") among Citibank (South Dakota) , as seller and servicer (in its
capacity as servicer, the "Servicer"), Citibank (Nevada), as seller, and Yasuda
Bank and Trust Company (U.S.A.), as trustee (the "Trustee"). The date on which
this solicitation statement is first being sent to Investor Certificateholders
is [September 23], 1996.
Approval of the Amendment requires the consent (the "Consent") of
Investor Certificateholders evidencing not less than 66-2/3% of the aggregate
unpaid principal amount of the Investor Certificates issued and outstanding with
respect to the Trust (the "Certificateholders' Interest") and the consent of the
issuer of the letter of credit with respect to the Trust and the credit enhancer
with respect to such letter of credit (collectively, the "Credit Enhancers").
The Amendment will be executed and delivered if Consents are obtained from the
required number of Investor Certificateholders on or before the Solicitation
Expiration Date and if the Credit Enhancers consent to such Amendment. There can
be no assurance that the Credit Enhancers will consent to the Amendment.
Notwithstanding that Consents are obtained from the required number of Investor
Certificateholders, in the event that the Credit Enhancers do not consent to the
Amendment, the Amendment
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*This CUSIP number has been assigned by Standard & Poor's Rating Services
and is included solely for the convenience of the holders of the Investor
Certificates. Neither the Banks nor the Trustee shall be responsible for the
selection or use of this CUSIP number, nor is any representation made as to its
correctness on the Investor Certificates or as indicated herein or in any of the
accompanying documents.
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cannot be executed and delivered. Furthermore, the Amendment will become
effective only upon receipt by the Trustee of letters from Standard & Poor's
Ratings Group, Moody's Investors Service, Inc. and Duff & Phelps Credit
Rating Co. (the "Rating Agencies"), confirming that such Amendment will not
result in a reduction or withdrawal of their respective current ratings of the
Investor Certificates.
The term "Solicitation Expiration Date" means the earlier of (a) 5:00
p.m. New York City time on [October 23] , 1996 or (b) 5:00 p.m. New York City
time on the date on which Consents are obtained from the required number of
Investor Certificateholders or, if extended by the Banks, such subsequent time
and date specified by the Banks. The Banks reserve the right to extend the
period during which Consents will be received from the Investor
Certificateholders (a "Solicitation Period") at any time by making a public
announcement of such extension not later than 10:00 a.m. New York City time on
the business day following any previously announced Solicitation Expiration
Date. The Banks may extend any Solicitation Period any number of times for
periods of up to 30 days each.
Only a registered holder of an Investor Certificate (or such holder's
authorized legal representative) on the Record Date may execute a Consent, and
such Consent will be binding on all subsequent transferees of such Investor
Certificate. Any beneficial owner of an Investor Certificate who is not a
registered owner of such Investor Certificate must arrange with a person who, as
of the Record Date, was the registered holder or such registered holder's
assignee to execute and deliver a Consent on its behalf. Any Investor
Certificateholder who gives its Consent to the Amendment on the accompanying
form may not revoke such Consent. Any Investor Certificateholder who opposes or
abstains on the accompanying form may revoke such opposition or abstention and
give its Consent to the Amendment (by delivering to the Trustee such Consent on
the accompanying form) at any time prior to the Solicitation Expiration Date. If
a properly executed Consent is returned with no instructions given with respect
to the Amendment, the Consent will be deemed to be in favor of the Amendment.
Purpose and Consequences of the Amendment
General
The proposed Amendment is intended to reduce the likelihood of an
Amortization Event being triggered by a decline in the Portfolio Yield (as
defined below) (averaged over any three consecutive Due Periods) to a rate below
the Base Rate (as defined below) at a time when the cash flows on the
receivables held by the Trust are expected to be sufficient to support scheduled
payments on the Investor Certificates. The occurrence of an Amortization Event
would result in early repayment of principal to the Investor Certificateholders
as described below.
The proposed Amendment provides for: (1) a reduction in the amount of
the Servicing Fee to which the Servicer is entitled under the Agreement; (2) a
requirement that a fixed portion of the newly reduced Servicing Fee must be paid
from Interchange (as defined below); and (3) a reduction of the Base Rate
applicable under the Agreement by 1.40%, from 12.85% to 11.45%. Together, these
actions will reduce the likelihood of an Amortization Event occurring, thereby
increasing the likelihood that principal will not be repaid to Investor
Certificateholders prior to their respective expected final payment dates.
The proposed Amendment has been reviewed by the Rating Agencies, all of
which have agreed that adoption of the Amendment would not adversely affect
their respective current ratings of either the Class A Certificates or the Class
B Certificates.
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Certain Provisions of the Agreement
The Agreement currently provides that an Amortization Event will occur
if the Portfolio Yield (averaged over three consecutive monthly Due Periods) is
reduced to a rate below the Base Rate. Monthly distributions of principal and
interest to Class A Certificateholders would begin on the first Distribution
Date following the Due Period in which such Amortization Event occurred. Class B
Certificateholders would not receive payments of principal until the principal
amount of the Class A Certificates were repaid in full. "Portfolio Yield" is
defined in the Agreement as the annualized percentage equivalent of a fraction,
the numerator of which is the amount of collections of finance charge
receivables during the immediately preceding Due Period calculated on a cash
basis, after subtracting therefrom the excess, if any, of the amount of
principal receivables which were charged off as uncollectible in such Due Period
over the aggregate amount of recoveries on charged-off principal receivables for
such Due Period, and the denominator of which is the total amount of principal
receivables in the Trust as of the last day of the immediately preceding Due
Period. "Due Period" is defined in the Agreement as a monthly period beginning
at the close of business on the fourth-to-last business day of a month and
ending at the close of business on the fourth-to-last business day of the
following month. "Base Rate" is defined in the Agreement as a per annum rate
which is equal to (x) the higher of the Class A Certificate Rate and the Class B
Certificate Rate plus (y) 3.0%. The Base Rate is currently equal to
12.85%.
The occurrence of an Amortization Event under the Agreement would
result in the early repayment of principal to the Investor Certificateholders.
No principal is scheduled to be paid to Class A Investor Certificateholders and
Class B Investor Certificateholders until May 12, 1997 and July 10, 1997,
respectively.
Following the occurrence of an Amortization Event, principal payments
would be made on the Class A Certificates on each Distribution Date until the
principal amount thereof has been paid in full before any principal payments
would be made with respect to the Class B Certificates. In the case of such
payments, there would be no limitation on the amount of principal that could be
distributed on any single Distribution Date.
The purpose of accelerating payment of principal to Investor
Certificateholders upon the occurrence of an Amortization Event is to help
ensure that Investor Certificateholders receive a full return of their
investment before the conditions giving rise to such event actually impair the
cash flows generated by the receivables held by the Trust.
Under the terms of the Agreement, Citibank (South Dakota) covenants
that it will not reduce the Portfolio Yield to less than the Base Rate unless
such reduction is otherwise required by law or is deemed necessary by Citibank
(South Dakota) to maintain its credit card business on a competitive basis,
based on a good faith assessment by Citibank (South Dakota) of the nature of the
competition in the credit card business. The purpose of this covenant is to
protect Investor Certificateholders from Citibank (South Dakota) taking actions
that would decrease the cash flow on such receivables to a rate that is less
than that required to enable the Trust to continue to make scheduled payments of
interest and cover losses attributable to charged-off principal receivables
allocable to Investor Certificateholders or to a rate that would trigger
amortization of the Investor Certificates as described above.
Under the terms of the Agreement, the Servicer is responsible for
servicing, managing and making
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collections on the receivables. The Servicer is entitled to a fee for these
services on each Distribution Date, payable monthly in arrears (the
"Servicing Fee") in an amount equal to one-twelfth of the product of 2.30%
and the amount of principal receivables as of the last day of the second
preceding Due Period. Each Class of Investor Certificates is obligated to
contribute its pro rata share of the Servicing Fee based on such Class's
Invested Amount. Such Servicing Fee is paid from the collection account (unless
such amount had been netted by the Servicer against its deposits of
collections in respect of finance charge receivables to the collection account).
Citibank (South Dakota) receives certain fees from VISA U.S.A., Inc.
("VISA") and MasterCard International Incorporated ("MasterCard") as partial
compensation for taking credit risk, absorbing fraud losses and funding credit
card receivables for a limited period prior to initial billing ("Interchange").
Interchange allocable to the Trust is calculated based on the volume of goods
and services charged on credit cards the accounts of which have been designated
to the Trust. The amount of Interchange generated by a transaction ranges from
1.00% to 1.85% of the transaction amount, although VISA and MasterCard may each
from time to time change the amount of Interchange reimbursed to banks that
issue their credit cards. Currently, all Interchange allocable to the Trust is
deposited into the collection account as collections of finance charge
receivables.
Distributions from the collection account in respect of finance charge
receivables are made by the Servicer in payment of interest and delinquent
amounts on the Investor Certificates prior to payment of the Servicing Fee. If
on any Distribution Date inadequate funds are available in the collection
account to make full payment of the Servicing Fee after distributions with
greater priority have been made, such Servicing Fee shall be considered to have
been fully paid regardless of the amount actually paid to the Servicer on such
Distribution Date.
Portfolio Yield and Amortization Event Risk
As discussed above, the Portfolio Yield is based on the amount of
collections of finance charge receivables received by the Trust less the amount
of principal receivables which have been charged-off as uncollectible and not
reimbursed to the Trust. The level of finance charge collections and losses due
to charged-off receivables depends on payment patterns of cardholders which are
the result of a variety of economic, legal and social factors. The Banks are
unable to determine and have no basis to predict whether or to what extent
changes in applicable laws or other economic or social factors will affect card
use or repayment patterns. Economic factors include the rate of inflation,
unemployment levels and relative interest rates. As shown in Exhibit I, the
amount of charged-off principal receivables has increased in recent months,
although the amount of delinquencies has not increased during this period, due
to underlying economic conditions. The amount of charged-off receivables may
continue to increase in the future if such economic conditions worsen and may
continue to increase for several months even after such conditions begin to
improve. An increase in the level of delinquencies or increased convenience use
(where cardholders pay their balances early and avoid charges) could also result
in a decrease in the Portfolio Yield. Also, the credit card industry is
increasingly competitive, with new credit card issuers continually seeking to
expand in or enter the market and additional non-cash payment methods, including
pre-paid cash cards and other technology-based cash substitutes, being
introduced which may also compete with credit cards. If cardholders choose to
utilize competing sources of credit and/or methods of payment, fewer credit card
receivables may be generated and certain cardholder purchase and payment
patterns may be affected. Citibank (South Dakota) reviews market conditions
regularly to maintain the competitiveness of its credit card products and,
accordingly, reserves the right (subject to the limitations discussed below) to
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change the terms of its credit card accounts, including applicable fees and
finance charges. In response to market conditions, Citibank (South Dakota)
recently introduced certain account repricing initiatives which may decrease the
Portfolio Yield but which, in themselves, are not expected to cause an
Amortization Event. A decrease in the periodic finance charge would decrease the
effective yield on such accounts and could, if the Portfolio Yield (averaged
over any three consecutive Due Periods) were less than the Base Rate, result in
the occurrence of an Amortization Event.
The Base Rate initially analyzed by the Rating Agencies was determined
to provide Investor Certificateholders' full and timely return of principal and
payment of interest, after the occurrence of an Amortization Event, giving due
consideration to the level of credit enhancement required by the Rating Agencies
and their respective ratings of the Investor Certificates. If the Portfolio
Yield falls below the Base Rate, the performance of the underlying receivables
may deteriorate to the extent that to ensure full repayment of principal of the
Investor Certificates would entail an early termination of the Trust and an
accelerated repayment schedule. In recent years, however, Rating Agencies and
investors generally have acknowledged that the extent of base rate protection
required in earlier transactions, including the Trust, may result in the
occurrence of an Amortization Event when adequate cash flow is available to
repay both interest and principal in the manner initially contemplated. In many
such cases, the quality of the underlying receivables is actually still strong
enough to support the respective initial rating of investor certificates. In
recognition of the foregoing experiences and their applicability to the Trust,
the Rating Agencies have confirmed that adoption of the Amendment and reduction
of the Base Rate will not result in a reduction of their respective current
ratings of the Investor Certificates. In 1991, the Banks solicited and received
the consent of holders of the investor certificates issued by five trusts to
reduce the extent of base rate protection applicable to each such trust by
2.30%, from 4.50% to 2.20%. Since such reduction, cash flow has remained
sufficient with respect to each such trust such that no amortization event has
occurred and either interest and principal with respect to the related investor
certificates were paid in full or interest is being paid currently.
The current Base Rate is equal to the higher of the Class A Certificate
Rate or the Class B Certificate Rate plus the Servicing Fee and a premium of
approximately 0.70%. The proposed Amendment would require that Interchange
constitute the only source for payment of a portion of the Servicing Fee. The
Servicing Fee would be reduced to be equal to the product of 1.87% and the
principal receivables as of the last day of the second preceding Due Period.
Only the portion of the Servicing Fee that is not required to be paid from
Interchange could be paid from amounts generally available in the collection
account in respect of finance charge receivables. The Servicer has consented to
the reduction of the Servicing Fee and to bear the risk that Interchange may not
be sufficient to pay the portion of the Servicing Fee required to be paid from
Interchange, which portion is equal to 0.50% of the principal receivables as of
the last day of the second preceding Due Period.
Servicing Fee and Interchange
The Servicing Fee, which is paid to the Servicer monthly in arrears, is
paid out of collections in respect of finance charge receivables deposited in
the collection account after payment of current interest and defaulted amounts
in respect of the Investor Certificates. Currently, all Interchange is deposited
as collections in respect of finance charge receivables. Even if, as the
Amendment provides, a portion of the Servicing Fee were required to be paid from
Interchange, all amounts on deposit in the collection account in respect of
finance charge receivables, including amounts designated as Servicer
Interchange, would continue to be available for payment to Investor
Certificateholders prior to any payment being made therefrom to the Servicer in
respect of the Servicing Fee.
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Purpose of the Amendment
The Banks recently reviewed the amount of Base Rate protection provided
with respect to the Trust and the minimum Portfolio Yield required to enable the
Trust to continue to make scheduled payments to Investor Certificateholders. The
Banks also discussed the proposed reduction in the Base Rate and the use of
Servicer Interchange to pay Servicing Fees with the Rating Agencies.
Notwithstanding the factors discussed above under "Portfolio Yield and
Amortization Event Risk," the Banks concluded, especially in the context of more
recent, similarly rated credit card receivables-backed participation
certificates issued by the Banks, that the Base Rate for the Trust was
originally set at a rate that is now considered to be high relative both to
similarly structured transactions and appropriate levels of investor protection,
thus creating the possibility that the Portfolio Yield (averaged over any three
consecutive Due Periods) could fall below the Base Rate, causing an Amortization
Event to occur at a time when the cash flows on the receivables held by the
Trust were sufficient to support scheduled payments to Investor
Certificateholders.
The Rating Agencies have agreed that adoption of the proposed Amendment
will not result in a reduction of their respective ratings of the Class A
Certificates, which are currently rated "AAA" and "Aaa", or the Class B
Certificates, which are currently rated "A".
In light of these factors, the Banks' have proposed an Amendment that
would reduce the Base Rate by 1.40%.
As discussed above, the effect of the Amendment will be to reduce the
likelihood that an Amortization Event would arise from a reduction in the
Portfolio Yield on the receivables assigned to the Trust and, therefore, reduce
the possibility of early repayment of principal to Investor Certificateholders
of the affected Trust due to such reduction. The Banks believe that, absent
adoption of the Amendment, such an Amortization Event and acceleration of
repayment of principal on the Investor Certificates could occur (because of
requirements of the Agreement which prevailed when the Certificates were
initially issued) at a time when cash flows on the receivables assigned to the
Trust are sufficient to support scheduled payments to Investor
Certificateholders. In addition, under current economic conditions, the Banks do
not believe that the proposed reduction in the Base Rate will result in Investor
Certificateholders incurring a loss.
A reduction in the Base Rate under the Amendment would also permit
Citibank (South Dakota) to decrease the cash flow on the receivables assigned to
the Trust to a level below that which is currently permitted by taking certain
actions to modify the terms of the revolving credit card accounts under which
such receivables arise. Citibank (South Dakota) reviews market conditions
regularly to maintain the competitiveness of its credit card products and,
accordingly, reserves the right (subject to the limitations discussed below) to
change the terms of its credit card accounts, including decreasing the periodic
finance charge assessed on balances in such accounts or other fees applicable to
the accounts (such as annual membership fees and late payment fees), altering
the minimum required monthly payment or changing various other terms of the
accounts. In response to market conditions, Citibank (South Dakota) recently
introduced certain account repricing initiatives which may decrease the
Portfolio Yield but which, in themselves, are not expected to cause an
Amortization Event. Such initiatives could help Citibank (South Dakota) to
increase or maintain its market share of the credit card business.
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Terms of the Amendment
The definition of the term "Base Rate" in the Agreement currently
states that the Base Rate for such Trust is equal to (a) the higher of the Class
A Certificate Rate and the Class B Certificate Rate plus (b) 3.0% per annum.
The Amendment will replace "3.0%" in such definition with "1.60%".
The Agreement currently provides for the payment of the Servicing Fee
from collections of finance charge receivables on a monthly basis in an amount
equal to one-twelfth of the product of 2.30% and the amount of principal
receivables as of the last day of the second preceding Due Period.
The Amendment will replace "2.30%" in the appropriate provision of such
Agreement with "1.87%".
The Amendment will provide further that a portion of such Servicing
Fee equal to 0.50% of the principal receivables as of the last day of the
second preceding Due Period may be paid only from Interchange, and if
Interchange is not sufficient to pay such portion of the Servicing Fee, such
portion will not be paid.
Rating Agency Confirmation and Credit Enhancers' Approval
The effectiveness of the Amendment, by its terms, will be subject to
the receipt by the Trustee of letters from the Rating Agencies confirming that
such Amendment will not result in a reduction or withdrawal of their current
ratings of the Investor Certificates. In addition, the approval of the Amendment
requires the consent of the Credit Enhancers. There can be no assurance that the
Credit Enhancers will agree to consent to the Amendment.
Financial Information
Attached hereto as Exhibit I is a chart which sets forth the following
information with respect to the Trust for each month in the year ended December
31, 1995 and each month in the eight-month period ended August __, 1996, each
expressed as a percentage of the principal amount of the Investor Certificates:
(a) the total yield (which is equal to the amount of collections of finance
charge receivables during the preceding Due Period); (b) principal net credit
losses (which is equal to the amount of charged-off principal receivables net of
recoveries of charged-off principal receivables); and (c) the amount of
available credit support. Exhibit I also sets forth the following for the same
periods, in each case expressed as a percentage of the sum of principal
receivables and finance charge receivables outstanding: (d) the aggregate
outstanding balance of accounts delinquent by 35 to 64 days; and (e) the
aggregate outstanding balance of accounts delinquent by 65 to 184 days. Attached
hereto as Exhibit II is a chart which sets forth the monthly base rate
protection, monthly Portfolio Yield and level of excess cash (which for any
particular period is equal to (i) the Portfolio Yield for such period less (ii)
the Certificate Rate and such period's pro rata portion of applicable servicing
fees) for each month in the year ended December 31, 1995 and each month in the
eight-month period ended August __, 1996, as well as the three-month average of
such base rate protection (which is equal to the difference between the monthly
Portfolio Yield and the Base Rate), Portfolio Yield and level of excess cash for
the same periods.
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Certain Federal Income Tax Considerations
The Banks believe that, under recently adopted Treasury Regulations,
the adoption of the Amendment would not be a "significant modification" to the
Investor Certificates. As a result, a holder of Investor Certificates would not
recognize gain or loss as a result of the Amendment, and future tax consequences
to holders would be the same as if the Amendment had not been adopted.
However, no IRS ruling is being obtained that the adoption of the
Amendment is not a "significant modification." As a result, no assurance can be
given that the IRS would not disagree with this position, although such
disagreement is not believed likely. Moreover, the Amendment might have other
tax consequences to particular holders of Investor Certificates in light of
their own circumstances. As a result, the above discussion is intended for
general information only, and holders of Investor Certificates should consult
their own tax advisors in determining the federal, state, local and other tax
consequences of the Amendment.
Consents
Authorization of the Amendment requires the consent of holders of
Investor Certificates representing not less than 66 2/3% of the
Certificateholders' Interest, excluding from such calculation Investor
Certificates owned by the Banks or any of their affiliates, as well as the
consent of the Credit Enhancers. No Investor Certificates are presently owned by
the Banks or, to their knowledge, by any director or officer of the Banks.
Investor Certificates may be owned by affiliates of the Banks or directors or
officers of such affiliates. The Certificateholders's Interest is calculated
based on the Invested Amount, which is generally defined under the Agreement as
an amount equal to the aggregate initial principal amount of the Investor
Certificates less (a) the amount of principal payments previously made to
Investor Certificateholders and (b) the excess, if any, of losses allocated to
the Investor Certificates over any such losses previously reimbursed.
Of the aggregate Certificateholders' Interest of $562,000,000
outstanding as of [August 22], 1996, Certificateholders' Interest of
$374,666,667 is necessary to approve the Amendment.
All of the Investor Certificates are held in the name of Cede & Co.,
whose address is 55 Water Street, New York, New York 10041. Cede & Co. is the
nominee name of The Depositary Trust Company, which is a securities depositary
engaged in, among other things, the business of effecting computerized
book-entry transfers of securities deposited with its participants, which are
financial institutions such as brokerage firms and banks.
To the best of the knowledge of the Banks, no beneficial owner of any
Investor Certificate owns more than 5% of the securities permitted to vote with
respect to the Amendment.
Procedure for Consent
Investor Certificateholders who are registered holders on the Record
Date should complete, sign and date the accompanying Consent in accordance with
the instructions set forth therein and deliver, by mail, by hand or by telecopy,
the Consent to D.F. King & Co., Inc. A postage-paid envelope is enclosed for
that purpose. Only a registered holder of such Investor Certificates (or such
holder's authorized legal representative) on the Record Date may execute a
Consent. Any beneficial owner of Investor Certificates who is not the registered
holder of such Investor Certificates on the Record Date must arrange with the
registered holder to execute and deliver a Consent on its behalf.
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If a Consent relates to fewer than all the Investor Certificates
registered in the name of the Investor Certificateholder providing such Consent,
such Investor Certificateholder must indicate on the Consent the aggregate
dollar amount of the Certificateholders' interest of the Investor Certificates
to which the Consent relates. Otherwise the Consent will be deemed to relate to
all Investor Certificates registered in the name of such holder at the close of
business on the Record Date.
The manner of obtaining Consents and of evidencing the authorization of
the execution thereof by Investor Certificateholders shall be determined by the
Trustee and shall be subject to such reasonable requirements as the Trustee may
prescribe.
Revocation of Consents
Any Investor Certificateholder who gives its Consent to an Amendment
may not revoke such Consent. Any Investor Certificateholder who opposes or
abstains with respect to an Amendment on the accompanying form may revoke such
opposition or abstention and give its Consent to the Amendment (by delivering to
D.F. King & Co., Inc. such Consent on the accompanying form) at any time prior
to the Solicitation Expiration Date. IF A PROPERLY EXECUTED CONSENT IS RETURNED
WITH NO INSTRUCTIONS GIVEN WITH RESPECT TO THE AMENDMENT, THE CONSENT WILL BE
DEEMED TO BE IN FAVOR OF SUCH AMENDMENT.
Effective Date of Amendment
The Banks and the Trustee will execute the Amendment as soon as
practicable after the Solicitation Expiration Date if the requisite number of
Consents to such Amendment and the consent of the Credit Enhancers are obtained.
The Amendment will be deemed to become effective as of the end of the Due Period
immediately preceding the Due Period in which the Amendment is executed, subject
to receipt of confirmation from the Rating Agencies that such Amendment will not
result in a reduction or withdrawal of their current rating of the Investor
Certificates. After the Amendment becomes effective, it will bind all Investor
Certificateholders regardless of whether they consented to the adoption of the
Amendment.
Other Matters
Directors, officers and employees of the Banks may engage in further
solicitation of Consents by wire, mail or telephone or in person, without
compensation therefor other than reimbursement of expenses.
The Banks have retained D.F. King & Co., Inc. to assist with the
Solicitation for a fee not expected to exceed $7,500 exclusive of expenses.
All costs of the Solicitation will be borne by the Banks. The Banks
will pay brokerage houses and other custodians, nominees and fiduciaries the
reasonable out-of-pocket expenses incurred by them in forwarding copies of this
solicitation statement and the Consent and any related documents to the
beneficial owners of the Investor Certificates held of record by such persons
and in forwarding Consents to their customers.
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Consents should be sent to:
D.F. King & Co., Inc.
77 Water Street, 20th Floor
New York, New York 10005
Attention: Thomas Long
Telecopy Number: (212) 809-8839
If you wish to obtain additional copies of the solicitation materials,
please telephone D.F. King & Co., Inc., at (212) 425-1685. If you have any
questions regarding the solicitation materials, please telephone Hugh F. Van
Deventer of Citicorp Credit Services, Inc. at (718) 248-5163.
The mailing addresses of the principal executive offices of the Banks
are:
Citibank (South Dakota), N.A.
701 East 60th Street, North
Sioux Falls, South Dakota 57117
Citibank (Nevada), National Association
8725 West Sahara Avenue
Las Vegas, Nevada 89163
These addresses are set forth in order to comply with rules of the
Securities and Exchange Commission governing the Solicitation. Consents should
be delivered, mailed or telecopied only to D.F. King & Co., Inc. at the above
address. Under no circumstances should Consents be mailed to the Banks.
PLEASE INDICATE YOUR CONSENT BY EXECUTING THE ENCLOSED CONSENT FORM
AND RETURNING IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR BY TELECOPY.
YOUR FAILURE TO ACT WILL HAVE THE SAME EFFECT AS IF YOU HAD VOTED AGAINST THE
AMENDMENT.
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EXHIBIT I
STANDARD CREDIT CARD TRUST 1990-3
NET AVAILABLE
TOTAL PRINCIPAL CREDIT DELINQUENT DELINQUENT
YIELD LOSSES SUPPORT 35-64 DAYS 65-184 DAYS
AUG-96 18.48% 4.53% 7.72% * *
JUL-96 18.92% 5.44% 7.04% 1.96% 2.85%
JUN-96 19.85% 5.48% 6.48% 2.01% 2.83%
MAY-96 18.77% 4.22% 6.00% 1.96% 2.87%
APR-96 19.68% 5.60% 6.00% 1.87% 2.93%
MAR-96 19.70% 4.82% 6.00% 1.99% 2.98%
FEB-96 19.22% 3.80% 6.00% 2.06% 3.03%
JAN-96 18.94% 4.54% 6.00% 2.21% 2.97%
DEC-95 19.62% 4.55% 6.00% 2.26% 2.90%
NOV-95 18.83% 3.91% 6.00% 2.02% 2.87%
OCT-95 19.40% 3.90% 6.00% 2.12% 2.78%
SEP-95 18.89% 3.96% 6.00% 2.10% 2.77%
AUG-95 19.00% 4.03% 6.00% 1.98% 2.65%
JUL-95 18.83% 3.98% 6.00% 1.88% 2.70%
JUN-95 18.55% 3.61% 6.00% 1.95% 2.72%
MAY-95 19.09% 4.01% 6.00% 1.82% 2.76%
APR-95 19.09% 4.35% 6.00% 1.85% 2.87%
MAR-95 19.53% 3.73% 6.00% 1.98% 3.12%
FEB-95 19.32% 4.08% 6.00% 2.14% 3.13%
JAN-95 18.63% 4.00% 6.00% 2.32% 3.12%
NOTE: Each of the foregoing terms is defined in the accompanying Solicitation
Statement.
* Not yet available.
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EXHIBIT II
STANDARD CREDIT CARD TRUST 1990-3
3 MONTH AVG 3 MONTH AVG
BASE RATE PORTFOLIO EXCESS BASE RATE PORTFOLIO 3 MONTH AVG
PROTECTION YIELD CASH PROTECTION YIELD EXCESS CASH
AUG-96 1.10% 13.95% 2.11% 1.08% 13.93% 2.09%
JUL-96 0.63% 13.48% 1.64% 1.28% 14.13% 2.29%
JUN-96 1.52% 14.37% 2.53% 1.48% 14.33% 2.49%
MAY-96 1.70% 14.55% 2.71% 1.65% 14.50% 2.66%
APR-96 1.23% 14.08% 2.24% 1.94% 14.79% 2.95%
MAR-96 2.03% 14.88% 3.04% 2.05% 14.90% 3.06%
FEB-96 2.57% 15.42% 3.58% 2.11% 14.96% 3.12%
JAN-96 1.55% 14.40% 2.56% 1.95% 14.80% 2.96%
DEC-95 2.22% 15.07% 3.23% 2.31% 15.16% 3.32%
NOV-95 2.07% 14.92% 3.08% 2.27% 15.12% 3.28%
OCT-95 2.65% 15.50% 3.66% 2.28% 15.13% 3.29%
SEP-95 2.08% 14.93% 3.09% 2.07% 14.92% 3.08%
AUG-95 2.12% 14.97% 3.13% 2.07% 14.92% 3.08%
JUL-95 2.00% 14.85% 3.01% 2.11% 14.96% 3.12%
JUN-95 2.09% 14.94% 3.10% 2.07% 14.92% 3.08%
MAY-95 2.23% 15.08% 3.24% 2.36% 15.21% 3.37%
APR-95 1.89% 14.74% 2.90% 2.41% 15.26% 3.42%
MAR-95 2.95% 15.80% 3.96% 2.37% 15.22% 3.38%
FEB-95 2.39% 15.24% 3.40% 6.82% 15.39% 2.06%
JAN-95 1.78% 14.63% 2.79% 11.06% 15.34% 0.93%
NOTE: Each of the foregoing terms is defined in the accompanying Solicitation
Statement.
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APPENDIX A TO SOLICITATION STATEMENT
FORM OF PROXY
[FRONT]
STANDARD CREDIT CARD TRUST 1990-3
CONSENT
SOLICITED ON BEHALF OF CITIBANK (SOUTH DAKOTA), N.A. AND
CITIBANK (NEVADA), NATIONAL ASSOCIATION,
UNDER THE POOLING AND SERVICING AGREEMENT
The undersigned holder of Credit Card Participation
Certificates (the "Certificates") issued by Standard Credit Card Trust 1990-3
hereby
___ Consents to ___ Opposes ___ Abstains from voting on
the execution and delivery of the amendment to the Pooling and Servicing
Agreement under which the Certificates were issued, as set forth in the
Solicitation Statement, dated [September 23], 1996 (the "Solicitation
Statement"), by Citibank (South Dakota), N.A. and Citibank (Nevada), National
Association (collectively, the "Banks") to the holders of the Certificates,
which amendment has been proposed by the Banks.
If you indicate an amount in the following space, this Consent shall be
effective with respect to only the principal amount of Certificates indicated.
$_________________
If you leave the preceding space blank, this Consent shall be effective with
respect to all Certificates of which you are the beneficial owner.
(Please sign and date reverse side)
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[REVERSE]
IF THIS CONSENT IS SIGNED BUT NOT MARKED
ON THE REVERSE SIDE, IT WILL BE DEEMED Date:____________________________
TO BE IN FAVOR OF THE AMENDMENT.
_________________________________
Signature
_________________________________
Signature (if held jointly)
Please date and sign as your
name appears hereon and return in
the enclosed envelope or by
telecopy as provided in the
Solicitation Statement. If acting
as executor, administrator,
trustee or guardian, you should
so indicate when signing. If the
signer is a corporation, please
sign the corporate name by duly
authorized officer. If
Certificates are held in the
name of more than one person,
each Certificateholder should
sign the Consent.
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT PAGE
1 Letter to Certificateholders 16
15
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EXHIBIT 1
PRELIMINARY COPY
LETTER TO CERTIFICATEHOLDERS
[CCSI LETTERHEAD]
[September 23], 1996
To the Holders of the Credit Card Participation
Certificates of Standard Credit Card Trust 1990-3
This letter is being mailed to you on behalf of Citibank (South
Dakota), N.A., and Citibank (Nevada), National Association (collectively, the
"Banks"), as originators of the above-named Trust (the "Trust"). The purpose of
this letter and the accompanying materials is to obtain your consent to the
execution of an amendment (the "Amendment") to the Pooling and Servicing
Agreement (the "Agreement") pursuant to which Credit Card Participation
Certificates (collectively, the "Investor Certificates") were issued by the
Trust. The Amendment would, among other things, reduce the applicable Base Rate,
as such term is defined in the related Agreement, by 1.40% per annum. The
Amendment and the reasons why the Banks seek your approval to adoption of the
Amendment are discussed in the accompanying Solicitation Statement.
Only a registered holder of an Investor Certificate of the Trust (or
such holder's authorized legal representative) at the close of business on
[August 22], 1996, the record date, may execute a consent, and such consent will
be binding on all subsequent transferees of such Investor Certificate. Any
beneficial owner of Investor Certificates that is not the registered holder of
such Investor Certificate on the record date must arrange with the registered
holder to execute and deliver a consent on its behalf.
Regardless of the size of your holdings, your consent is important
because in order to implement an Amendment consents from the holders of Investor
Certificates of the Trust representing not less than 66 2/3% of the undivided
interest in the Trust must be received. Failure to complete and return a consent
form will have the effect of a negative vote.
A Solicitation Statement, a Consent Form and a return, postage-paid
envelope are enclosed. If you wish to obtain additional copies of the
accompanying materials, please telephone Thomas Long of D.F. King & Co., Inc.
at (212) 425-1685. If you have questions regarding the accompanying materials,
please telephone Hugh F. Van Deventer of Citicorp Credit Services, Inc. at
(718) 248-5163.
We urge you to complete, sign, date and return the enclosed consent
form as soon as possible.
Very truly yours,
[Title]
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