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: 33-55268
Citibank (South Dakota), N.A. on behalf of
CHOICE Credit Card Master Trust I
(Issuer in respect of the CHOICE Credit Card Master Trust I,
Floating Rate Class A Credit Card Participation Certificates, Series 1992-2
and 7.20% Class B Credit Card Participation Certificates, Series 1992-2
(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)
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 December 18, 1992, a Form 8-A was filed with the Securities and
Exchange Commission (the "Commission") registering 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 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, Citibank (South Dakota), N.A. ("CBSD"), successor to
Citibank (Maryland), National Association, the registrant and the servicer of
the above referenced trust, was issued a no-action letter (the "No- Action
Letter") by the Commission with respect to certain of CBSD's reporting
requirements pursuant to Section 13 or Section 15(d) of the Act. This Form 10-K
has been prepared in accordance with the terms of such No- Action Letter.
<PAGE>
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 December 15, 1992 relating to the CHOICE Credit
Card Master Trust I (the "Trust") among Citibank (South Dakota), N.A. (the
"Bank"), as successor to Citibank (Maryland), National Association, as Seller,
the Bank, as Servicer, and Norwest Bank Minnesota, National Association, 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 Monthly
Certificates containing information relating to the Receivables and the Accounts
for the Due Periods ending in January 1996, April 1996, July 1996 and October
1996 are incorporated by reference from the registrant's Current Reports on Form
8-K filed with the Commission on November 6, 1996, June 11, 1996, September 12,
1996 and November 22, 1996, respectively.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings involving
either the Trust, CBSD or the Trustee with respect to the Trust, other than
routine litigation incidental to the business of the registrant or the Trustee.
Item 4. Submission of Matters to a Vote of Security Holders.
NONE.
2
<PAGE>
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.
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. 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.
3
<PAGE>
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, the Bank,
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
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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 Monthly Certificates containing information relating to
the Receivables and the Accounts for the Due Periods ending in
January 1996, April 1996, July 1996 and October 1996 are
incorporated by reference from the registrant's Current Reports on
Form 8-K filed with the Commission on November 6, 1996, June 11,
1996, September 12, 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
<PAGE>
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
<PAGE>
----------------------------------
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
Independent Accountant's Report
Choice Credit Card Master Trust I
c/o Norwest Bank Minnesota, N.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
Choice Credit Card Master Trust I dated as of December 15, 1992, including the
supplements for each series issued from the Trust, among CBSD, as servicer, CBSD
as successor to Citibank (Maryland), National Association, as seller, and
Norwest Bank Minnesota, N.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
<PAGE>
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 Choice Credit Card Master Trust I
(the "Trust") dated as of December 15, 1992, including the supplements for each
series issued from the Trust, among CBSD, as servicer, CBSD as successor to
Citibank (Maryland), National Association, as seller, and Norwest Bank Minnesota
N.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
<PAGE>
Independent Accountant's Report
Choice Credit Card Master Trust I
c/o Norwest Bank Minnesota N.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 Choice Credit
Card Master Trust I dated as of December 15, 1992 among CBSD, as servicer, CBSD
as successor to Citibank (Maryland), National Association, as seller, and
Norwest Bank Minnesota N.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
<PAGE>
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 Choice Credit Card Master Trust I dated as of December 15,
1992 among CBSD, as servicer, CBSD as successor to Citibank (Maryland), National
Association, as seller, and Norwest Bank Minnesota N.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
CITIBANK (SOUTH DAKOTA), N.A.
================================================================================
CHOICE CREDIT CARD MASTER TRUST I
For the Due Period Ending December 26, 1996
================================================================================
This Certificate relates to the Distribution Date occurring on January 15, 1997
and the related Due Period.
A. Information Regarding the Portfolio
-----------------------------------
1. Portfolio Yield......................................... 8.47%
Yield Component....................................... 14.13%
Credit Loss Component................................. 5.66%
2. New Purchase Rate....................................... 10.81%
3. Total Payment Rate...................................... 8.87%
4. Principal Payment Rate.................................. 7.82%
5. Aggregate Amount of Principal Receivables in the Trust:
Beginning of Due Period..............................$ 4,054,228,026
Average..............................................$ 4,095,374,999
Lump Sum Addition....................................$ 0
End of Due Period....................................$ 4,159,595,364
6. Delinquencies (Aggregate outstanding balances in the Accounts that were
delinquent by the time periods listed below as of the close of business
of the month preceding the Distribution Date, as a percentage of
aggregate Receivables as of the last day of the Due Period):
Current............................................$ 3,742,469,159
5-34 days delinquent............................$ 269,559,351
35-64 days delinquent............................$ 74,349,835
65-94 days delinquent............................$ 42,054,404
95-124 days delinquent............................$ 29,524,763
125-154 days delinquent............................$ 23,210,867
155-184 days delinquent............................$ 18,325,199
Current............................................. 89.12%
5-34 days delinquent............................. 6.42%
35-64 days delinquent............................. 1.77%
65-94 days delinquent............................. 1.00%
95-124 days delinquent............................. 0.70%
125-154 days delinquent............................. 0.55%
155-184 days delinquent............................. 0.44%
<PAGE>
CITIBANK (SOUTH DAKOTA), N.A.
================================================================================
CHOICE CREDIT CARD MASTER TRUST I - GROUP 1
For the Due Period Ending December 26, 1996
================================================================================
Current Due Current Due
Period on an Period on a
Actual Basis(1) Standard Basis(1)
B. Information Regarding Group 1
-----------------------------
(Percentage Basis)
1. Portfolio Yield 8.47% 8.47%
2. Weighted Average Certificate Rate 5.60% 5.60%
3. Weighted Average Investor Fee Rates
Fixed Servicing Fee 0.77% 0.77%
Others 0.18% 0.18%
4. Surplus Finance Charge Collections 1.92% 1.92%
5. Required Surplus Finance Charge Amount 0.00% 0.00%
6. Aggregate Surplus Finance Charge Amount 1.92% 1.92%
minus Required Surplus Finance Charge Amount
C. Information Regarding Group 1
-----------------------------
(Dollar Basis)
1. Total Investor Collections $ 96,713,607 $ 96,713,607
Principal Collections $ 86,164,024 $ 86,164,024
Finance Charge Collections $ 10,549,583 $ 10,549,583
2. Investor Default Amount $ 4,217,746 $ 4,217,746
3. Investor Monthly Interest $ 4,102,741 $ 4,102,741
4. Investor Monthly Fees
Fixed Servicing Fees $ 564,524 $ 564,524
Others $ 134,948 $ 134,948
5. Surplus Finance Charge Collections $ 1,529,624 $ 1,529,624
6. Required Surplus Finance Charge Collections$ 0 $ 0
7. Aggregate Surplus Finance Charge Amount $ 1,529,624 $ 1,529,624
minus Required Surplus Finance Charge Amount
(1) Values for "Current Due Period on an Actual Basis" reflect, in the case
of a first due period close of a series, activity from the series cut-off
or close dates until the first due period end, or, as in the case of
Investor Monthly Interest and certain fees, until the first distribution
date. Values for "Current Due Period on a Standard Basis" reflect
activity for the entire current period, as if all series had already been
outstanding prior to the first day of such period.
All percents are based on actual cash revenue or expense for the period,
converted to an annualized percent using daycounts appropriate for the
item, either 30/360, actual/360, or actual/actual. Depending on the item,
cash expenses may accrue from November 26, 1996 to December 26, 1996, 31
days, or December 16, 1996 to January 14, 1997, 30 days (standard basis)
<PAGE>
CITIBANK (SOUTH DAKOTA), N.A.
================================================================================
Choice Credit Card Master Trust I, Series 1992-2
For the Due Period Ending December 26, 1996
================================================================================
The undersigned, a duly authorized representative of Citibank (South
Dakota), N.A., as Servicer ("Citibank (South Dakota)"), pursuant to the Pooling
and Servicing Agreement dated as of December 15, 1992, (as amended and
supplemented, the "Agreement"), as supplemented by the Series 1992-2 Supplement
(as amended and supplemented, the "Series Supplement"), between Citibank (South
Dakota), Seller and Servicer, and Norwest Bank Minnesota, National Association,
Trustee, does hereby certify the information set forth below. Capitalized terms
used in this Certificate have their respective meanings as set forth in the
Agreement or Series Supplement, as applicable.
D. Information Regarding Series 1992-2
------------------------------------
1a. Class A Invested Amount ......................$ 666,666,667
1b. Class B Invested Amount ......................$ 102,000,000
2a. Class A Monthly Interest .............................$ 3,490,741
2b. Class B Monthly Interest .............................$ 612,000
3a. Balance in the Class A Interest Funding Account.......$ 9,827,778
3b. Balance in the Class B Interest Funding Account.......$ 1,224,000
4a. Available Cash Collateral Amount......................$ 77,140,000
4b. Percent of Class B Invested Amount ............ 75.63%
5a. Class A Investor Charge-offs..........................$ 0
5b. Class B Investor Charge-offs..........................$ 0
6. Required Amount.......................................$ 0
7. Draw on Cash Collateral Account.......................$ 0
8a. Class A Monthly Principal for the Distribution Date(2)$ 55,555,556
8b. Class B Monthly Principal for the Distribution Date(2)$ 0
9a. Balance in the Class A Principal Funding Account(2)...$ 333,333,333
9b. Balance in the Class B Principal Funding Account(2)...$ 0
-------------------------------------------------------
(2) Applicable during the Accumulation Period and any
Early Amortization Period.
<PAGE>
CITIBANK (SOUTH DAKOTA), N.A.
================================================================================
Choice Credit Card Master Trust I, Series 1992-2
For the Due Period Ending December 26, 1996
================================================================================
E. Information Regarding Charge-offs and Distributions to Certificateholders(3)
-------------------------------------------------------------------------
1a. The total amount of the distribution to Class A
Certificateholders on the Payment Date....................$ 0
1b. The total amount of the distribution to Class B
Certificateholders on the Payment Date....................$ 0
2a. The amount of the distribution set forth in item 1(a) above
in respect of principal on the Class A Certificates.......$ 0
2b. The amount of the distribution set forth in item 1(b) above
in respect of principal on the Class B Certificates.......$ 0
3a. The amount of the distribution set forth in item 1(a) above
in respect of interest on the Class A Certificates........$ 0
3b. The amount of the distribution set forth in item 1(b) above
in respect of interest on the Class B Certificates........$ 0
4a. The amount, if any, by which the outstanding principal
balance of the Class A Certificates exceeds the Class A
Invested Amount as of the end of the Record Date with
respect to the Payment Date...............................$ 333,333,333
4b. The amount, if any, by which the outstanding principal
balance of the Class B Certificates exceeds the Class B
Invested Amount as of the end of the Record Date with
respect to the Payment Date...............................$ 0
----------------------------------------------------------
(3) The following information, as applicable, is included
only on Payment Date.
<PAGE>
CITIBANK (SOUTH DAKOTA), N.A.
================================================================================
Choice Credit Card Master Trust I, Series 1992-2
For the Due Period Ending December 26, 1996
================================================================================
The undersigned, a duly authorized representative of Citibank (South
Dakota), N.A., as Servicer ("Citibank (South Dakota)"), pursuant to the
Pooling and Servicing Agreement dated as of December 15, 1992, (as amended
and supplemented, the "Agreement"), as supplemented by the Series 1992-2
Supplement (as amended and supplemented, the "Series Supplement"), between
Citibank (South Dakota), N.A., Seller and Servicer, and Norwest Bank
Minnesota, National Association, Trustee, does hereby certify as follows:
1. Capitalized terms used in this Certificate have their
respective meanings as set forth in the Agreement or
Series Supplement, as applicable.
2. Citibank (South Dakota) is, as of the date hereof, the
Servicer under the Agreement.
3. The undersigned is a Servicing Officer.
4. This Certificate relates to the Distribution Date
occurring on January 15, 1997.
5. As of the date hereof, to the best knowledge of the
undersigned, the Servicer has performed in all material
respects all its obligations under the Agreement through the
Due Period preceeding such Distribution Date.
6. 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.
7. 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 Agreement.
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Certificate this 9th day of January 1997.
CITIBANK (SOUTH DAKOTA), N.A.
Servicer,
By:/s/ Susan Sexton
------------------------
Name: Susan Sexton
Title: Vice President
