<PAGE>
RULE NO. 424(b)(5)
REGISTRATION NO. 33-99328
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 21, 1997
CITIBANK CREDIT CARD MASTER TRUST I
$1,000,000,000 ZERO COUPON CLASS A CREDIT CARD PARTICIPATION CERTIFICATES,
SERIES 1997-6
$64,000,000 ZERO COUPON CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES
1997-6
CITIBANK (SOUTH DAKOTA), N.A.
SELLER AND SERVICER
CITIBANK (NEVADA), NATIONAL ASSOCIATION
SELLER
---------------
The Zero Coupon Class A Credit Card Participation Certificates, Series 1997-
6 (the "Class A Certificates") and the Zero Coupon Class B Credit Card
Participation Certificates, Series 1997-6 (the "Class B Certificates"; the
Class A Certificates and the Class B Certificates are collectively referred to
herein as the "Investor Certificates") offered hereby evidence undivided
interests in certain assets of Citibank Credit Card Master Trust I (the
"Trust") created by Citibank (South Dakota), N.A. ("Citibank (South Dakota)")
and Citibank (Nevada), National Association ("Citibank (Nevada)"), as sellers
(collectively, the "Banks"). The Trust assets include receivables (the
"Receivables") generated from time to time in a portfolio of revolving credit
card accounts and collections thereon. The fractional undivided interest in
the Trust represented by the Class B Certificates will be subordinated to the
Class A Certificates to the extent described herein. The Trust previously has
issued thirty-four other series of investor certificates which evidence
undivided interests in the Trust which are still outstanding; additional
series of investor certificates are expected to be issued from time to time by
the Trust.
---------------
(Continued on next page)
THE INVESTOR CERTIFICATES REPRESENT BENEFICIAL INTERESTS IN THE TRUST ONLY
AND DO NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF THE BANKS OR CITICORP
OR ANY AFFILIATE THEREOF. NEITHER THE INVESTOR CERTIFICATES NOR THE
UNDERLYING ACCOUNTS OR RECEIVABLES ARE INSURED OR GUARANTEED BY THE
UNITED STATES GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
EXPECTED AMOUNT INITIAL PUBLIC UNDERWRITING PROCEEDS TO
PAYABLE AT MATURITY(1) OFFERING PRICE(2) DISCOUNT THE BANKS(2)(3)
---------------------- ----------------- ------------ ---------------
<S> <C> <C> <C> <C>
Per Class A Certifi-
cate.................. 100.0000% 64.2086% 0.2408% 63.9678%
Per Class B Certifi-
cate.................. 100.0000% 63.5565% 0.2542% 63.3023%
Total.................. $1,064,000,000 $682,762,160 $2,570,688 $680,191,472
</TABLE>
- -------
(1) Payment of this expected amount at maturity assumes, among other things,
that (a) neither an Early Amortization Event nor an Accretion Termination
Event (each as defined herein) occurs and (b) the monthly accretion amount
with respect to each Class of Investor Certificates is fully funded each
month prior to the Expected Final Payment Date for such Class. See
"Supplemental Series Provisions".
(2) Plus accretion of original issue discount, if any, from August 7, 1997.
(3) Before deducting expenses payable by the Banks, estimated to be $650,000.
---------------
The Class A Certificates and the Class B Certificates are offered subject to
receipt and acceptance by the Class A Underwriters and the Class B
Underwriters, respectively, and to their right to reject any order in whole or
in part and to withdraw, cancel or modify the offer without notice. It is
expected that delivery of the Investor Certificates will be made in book-entry
form through the facilities of The Depository Trust Company ("DTC"), Cedel
Bank, societe anonyme ("Cedel") and the Euroclear System ("Euroclear") on or
about August 7, 1997.
---------------
Underwriters of the Class A Certificates
GOLDMAN, SACHS & CO.
BEAR, STEARNS & CO. INC.
CITIBANK
LEHMAN BROTHERS
SALOMON BROTHERS INC
Underwriters of the Class B Certificates
GOLDMAN, SACHS & CO.
---------------
The date of this Prospectus Supplement is July 31, 1997
<PAGE>
(Continued from previous page)
The issue price to investors per $1,000 expected amount payable at maturity
of the Class A Certificates will be $642.086 (64.2086% of its $1,000 expected
amount payable at maturity), which represents an expected yield to maturity to
initial investors of 6.407% per annum (computed on a semi-annual bond
equivalent basis) calculated from August 7, 1997, to the August 2004
Distribution Date (the "Class A Expected Final Payment Date"). See "Summary of
Series Terms--Class A Certificates--Expected Class A Yield to Maturity" in
this Prospectus Supplement. The issue price to investors per $1,000 expected
amount payable at maturity of the Class B Certificates will be $635.565
(63.5565% of its $1,000 expected amount payable at maturity), which represents
an expected yield to maturity to initial investors of 6.557% per annum
(computed on a semi-annual bond equivalent basis) calculated from August 7,
1997, to the August 2004 Distribution Date (the "Class B Expected Final
Payment Date"). See "Summary of Series Terms--Class B Certificates--Expected
Class B Yield to Maturity" in this Prospectus Supplement.
Except under certain limited circumstances described herein, there will not
be any periodic payments of interest with respect to the Investor
Certificates. During the period from August 7, 1997 until the commencement of
the Accumulation Period, the Invested Amount of the Class A Certificates is
expected to increase monthly by the Class A Monthly Accretion Amount (which
will be determined as described herein on the basis of the Class A Accretion
Rate). During the Accumulation Period, the Class A Monthly Accretion Amount is
expected to be deposited each month into the Class A Principal Funding Account
for distribution to Class A Certificateholders on the Class A Expected Final
Payment Date (or earlier under certain limited circumstances described
herein). During the period from August 7, 1997, until the Class B Expected
Final Payment Date (or earlier under certain limited circumstances described
herein), the Invested Amount of the Class B Certificates is expected to
increase monthly by the Class B Monthly Accretion Amount (which will be
determined as described herein on the basis of the Class B Accretion Rate).
See "Supplemental Series Provisions" in this Prospectus Supplement.
The principal of the Class A Certificates and Class B Certificates is
scheduled to be paid on the Class A Expected Final Payment Date and Class B
Expected Final Payment Date, respectively, but principal with respect to
either the Class A Certificates or the Class B Certificates may be paid
earlier or later under certain limited circumstances described herein. Except
under certain limited circumstances described herein, principal payments will
not be made to Class B Certificateholders until the final principal payment
has been made in respect of the Class A Certificates. See "Summary of Series
Terms--Class A Certificates" and "--Class B Certificates" in this Prospectus
Supplement.
The Trust will have the benefit of funds on deposit in a Cash Collateral
Account. The Cash Collateral Account will be funded by an initial deposit of
$74,480,000, of which $53,200,000 will be for the benefit of both the Class A
Certificates and the Class B Certificates and $21,280,000 will be for the
exclusive benefit of the Class B Certificates, but the amount available at any
time to be withdrawn from the Cash Collateral Account for the benefit of both
the Class A Certificates and Class B Certificates and exclusively for the
benefit of the Class B Certificates will be limited to an amount sufficient to
provide the required amount of enhancement in respect of the then current
Class A Accreted Invested Amount and Class B Accreted Invested Amount. Amounts
available to be withdrawn from the Cash Collateral Account will be applied as
described under "Summary of Series Terms--Credit Enhancement" in this
Prospectus Supplement and "Series Provisions--Series Enhancements" in the
Prospectus.
Application will be made to list the Investor Certificates on the Luxembourg
Stock Exchange.
POTENTIAL INVESTORS SHOULD CONSIDER, AMONG OTHER THINGS, THE DISCUSSION
UNDER "SPECIAL CONSIDERATIONS" THAT BEGINS ON PAGE 13 OF THE PROSPECTUS.
---------------
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE CERTIFICATES,
INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH
CERTIFICATES, AND THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE
OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING" HEREIN AND
"PLAN OF DISTRIBUTION" IN THE PROSPECTUS.
---------------
This Prospectus Supplement does not contain complete information about the
offering of the Investor Certificates. Additional information is contained in
the Prospectus and purchasers are urged to read both this Prospectus
Supplement and the Prospectus in full. Sales of the Investor Certificates may
not be consummated unless the purchaser has received both this Prospectus
Supplement and the Prospectus.
This Prospectus Supplement and the Prospectus may be used by Citicorp
Securities, Inc., Citibank International plc and Citibank, N.A., affiliates of
the Banks and wholly owned subsidiaries of Citicorp, in connection with offers
and sales related to market-making transactions in the Investor Certificates.
Citicorp Securities, Inc., Citibank International plc or Citibank, N.A. may
act as principal or agent in such transactions. Such sales will be made at
prices related to prevailing market prices at the time of sale.
S-2
<PAGE>
SUMMARY OF SERIES TERMS
This Summary of Series Terms (the "Summary of Terms") sets forth and defines
specific terms of the Investor Certificates offered by this Prospectus
Supplement and the Prospectus. The Summary of Terms is qualified in its
entirety by reference to the detailed information appearing elsewhere in this
Prospectus Supplement and in the Prospectus. Reference is made to the Glossary
Supplement at the end of this Prospectus Supplement and to the Glossary at the
end of the Prospectus for the location in this Prospectus Supplement and the
Prospectus of the definitions of certain capitalized terms used herein and
therein.
Title of Securities $1,000,000,000 Zero Coupon Class A Credit
Offered..................... Card Participation Certificates, Series
1997-6.
$64,000,000 Zero Coupon Class B Credit Card
Participation Certificates, Series 1997-6.
Class A Certificates
Class A Face Amount ....... $1,000,000,000, which is the expected
Outstanding Principal Amount of the Class A
Certificates on the Class A Expected Final
Payment Date.
Class A Monthly
Accretion Dates........... The Class A Monthly Accretion Amount will be
available for application on the fifteenth
day of each month (or, if such day is not a
business day, the next succeeding business
day), commencing September 15, 1997 (a
"Distribution Date"), but the Class A
Accreted Invested Amount will be increased
in respect of such accretion as of the end
of the immediately preceding Due Period.
Class A Initial Invested $642,086,168. Except under certain limited
Amount ..................... circumstances described herein, there will
not be any periodic payments of interest
with respect to the Class A Certificates.
During the period from the Series Issuance
Date until the commencement of the
Accumulation Period, the Class A Accreted
Invested Amount is expected to increase on
each Class A Monthly Accretion Date by the
Class A Monthly Accretion Amount (which will
be determined as described herein on the
basis of the Class A Accretion Rate). During
the Accumulation Period, the Class A Monthly
Accretion Amount is expected to be deposited
each month into the Class A Principal
Funding Account. See "Supplemental Series
Provisions" in this Prospectus Supplement.
Class A Accretion Rate..... 6.32311704% per annum, calculated on the
basis of a 360-day year of twelve 30-day
months.
Expected Class A
Yield to Maturity......... The issue price to investors per $1,000 of
Class A Face Amount will be $642.086
(64.2086% of such $1,000 Class A Face
Amount), which represents an expected yield
to maturity for initial investors of 6.407%
per annum (computed on a semi-annual bond
equivalent basis)
S-3
<PAGE>
calculated from the Series Issuance Date to
the Class A Expected Final Payment Date.
This expected yield to maturity for initial
investors has been calculated based on
various assumptions, including that
(a) neither an Early Amortization Event nor
an Accretion Termination Event occurs, (b)
the Class A Monthly Accretion Amount is
funded each month prior to the Class A
Expected Final Payment Date such that the
Outstanding Principal Amount of the Class A
Certificates on any Distribution Date is as
set forth in the table on pages S-27 to S-29
below and (c) the Class A Face Amount is
paid to investors on the Class A Expected
Final Payment Date. No assurances can be
given that such assumptions will prove to be
correct. See "Supplemental Series
Provisions" in this Prospectus Supplement.
Class A Controlled
Amortization Amount.......
An amount equal to one-eleventh of the Class
A Accreted Invested Amount as of the end of
the Revolving Period or, if the Servicer
elects to postpone the commencement of the
Accumulation Period, an amount sufficient so
that the aggregate of the Class A Controlled
Amortization Amounts for each Distribution
Date during the Accumulation Period equals
the Class A Accreted Invested Amount as of
the end of the Revolving Period. See
"Supplemental Series Provisions--
Postponement of Accumulation Period" in this
Prospectus Supplement.
Class A Expected Final
Payment Date..............
The August 2004 Distribution Date.
Class A Investment Fee..... $949,049.
Class A Enhancement........ On each Distribution Date, the Available
Shared Enhancement Amount will be available
to fund certain amounts with respect to both
the Class A Certificates and the Class B
Certificates. An initial deposit will be
made to the Cash Collateral Account in an
amount sufficient to provide the Available
Shared Enhancement Amount that would be
required in respect of the entire Class A
Face Amount and Class B Face Amount, but the
Available Shared Enhancement Amount at any
time will be limited to a portion of the
amount on deposit sufficient to provide the
required amount of enhancement for the then
current Class A Accreted Invested Amount and
Class B Accreted Invested Amount. See
"Credit Enhancement" in this Summary of
Terms and "Series Provisions--Series
Enhancements" in the Prospectus.
Collections of Principal Receivables and
related amounts (excluding collections of
Finance Charge Receivables other
S-4
<PAGE>
than those that have been applied to Class B
Monthly Accretion Amounts) otherwise
allocable to the Class B Certificateholders
will be subordinated to the payment of
amounts due with respect to the Class A
Certificates and in order to provide for the
Class A Monthly Accretion Amounts and to
maintain the Class A Certificateholders'
interest in the Trust. No principal will be
payable on the Class B Certificates until
the final principal payment has been made on
the Class A Certificates, except that, on
the first Special Payment Date following an
Economic Early Amortization Event, a portion
of the Available Enhancement Amount will be
used to pay principal of the Class B
Certificates. See "Series Provisions--
Allocations, Reallocations and
Subordination" in the Prospectus.
Initial Available Shared
Enhancement Amount.......
$34,427,644.
Class A ERISA Class A Certificates may be eligible for
Eligibility................. purchase by Benefit Plans. See "ERISA
Considerations" in the Prospectus.
Class A Ratings............ It is a condition to the issuance of the
Class A Certificates that they be rated in
the highest rating category by at least one
nationally recognized rating agency. The
rating of the Class A Certificates addresses
the likelihood of (a) the ultimate payment
of the Outstanding Principal Amount of the
Class A Certificates, which will be less
than the Class A Face Amount if an Early
Amortization Event or an Accretion
Termination Event occurs and (b) the timely
payment of interest on the Class A
Certificates at the Class A Accretion Rate
if an Early Amortization Event or an
Accretion Termination Event occurs. The
rating of the Class A Certificates does not
address the possibility of the occurrence of
an Early Amortization Event or an Accretion
Termination Event or the likelihood that the
Outstanding Principal Amount of the Class A
Certificates will be paid by the Class A
Expected Final Payment Date. The rating of
the Class A Certificates is based primarily
on the value of the Receivables, the extent
of the Available Shared Enhancement Amount,
the circumstances in which funds may be
withdrawn from the Cash Collateral Account
for the benefit of the Investor
Certificateholders and the terms of the
Class B Certificates. See "Special
Considerations--Series Considerations--
Ratings of the Investor Certificates" in the
Prospectus.
Class B Certificates
Class B Face Amount........ $64,000,000, which is the expected
Outstanding Principal Amount of the Class B
Certificates on the Class B Expected Final
Payment Date.
S-5
<PAGE>
Class B Monthly
Accretion Dates........... The Class B Monthly Accretion Amount will be
available for application on each
Distribution Date, commencing September 15,
1997, but the Class B Accreted Invested
Amount will be increased in respect of such
accretion as of the end of the immediately
preceding Due Period.
Class B Initial Invested $40,676,219. Except under certain limited
Amount................... circumstances described herein, there will
not be any periodic payments of interest
with respect to the Class B Certificates.
During the period from the Series Issuance
Date until the Class B Expected Final
Payment Date (or earlier under certain
limited circumstances described herein), the
Class B Accreted Invested Amount is expected
to increase on each Class B Monthly
Accretion Date by the Class B Monthly
Accretion Amount (which will be determined
as described herein on the basis of the
Class B Accretion Rate). See "Supplemental
Series Provisions" in this Prospectus
Supplement.
Class B Accretion Rate..... 6.46918258% per annum, calculated on the
basis of a 360-day year of twelve 30-day
months.
Expected Class B Yield to
Maturity.................
The issue price to investors per $1,000 of
Class B Face Amount will be $635.565
(63.5565% of such $1,000 Class B Face
Amount), which represents an expected yield
to maturity for initial investors of 6.557%
per annum (computed on a semi-annual bond
equivalent basis) calculated from the Series
Issuance Date to the Class B Expected Final
Payment Date. This expected yield to
maturity for initial investors has been
calculated based on various assumptions,
including that (a) neither an Early
Amortization Event nor an Accretion
Termination Event occurs, (b) the Class B
Monthly Accretion Amount is funded each
month prior to the Class B Expected Final
Payment Date such that the Outstanding
Principal Amount of the Class B Certificates
on any Distribution Date is as set forth in
the table on pages S-27 to S-29 below and
(c) the Class B Face Amount is paid to
investors on the Class B Expected Final
Payment Date. No assurances can be given
that such assumptions will prove to be
correct. See "Supplemental Series
Provisions" in this Prospectus Supplement.
Class B Expected Final
Payment Date..............
The August 2004 Distribution Date.
Class B Enhancement........ On each Distribution Date, the Available
Shared Enhancement Amount (after giving
effect to the application thereof, if
necessary, to fund the Required Amount) will
be available to fund certain amounts with
respect to the Class
S-6
<PAGE>
B Certificates. The Available Class B
Enhancement Amount will be for the exclusive
benefit of the Class B Certificateholders.
An initial deposit will be made to the Cash
Collateral Account in an amount sufficient
to provide the Available Class B Enhancement
Amount that would be required in respect of
the entire Class B Face Amount, but the
Available Class B Enhancement Amount at any
time will be limited to a portion of the
amount on deposit sufficient to provide the
required amount of enhancement for the then
current Class B Accreted Invested Amount.
See "Credit Enhancement" in this Summary of
Terms and "Series Provisions--Series
Enhancements" in the Prospectus.
Initial Available Shared
Enhancement Amount........
$34,427,644.
Initial Available Class B
Enhancement Amount........
$13,558,740.
Class B ERISA If the Class B Certificates are held by at
Eligibility................. least 100 separately named persons at the
conclusion of the offering made hereby, the
Class B Certificates will be eligible for
purchase by Benefit Plans, but otherwise the
Class B Certificates will not be so
eligible. See "ERISA Considerations" in the
Prospectus.
Class B Ratings............ It is a condition to the issuance of the
Class B Certificates that they be rated at
least "A" or its equivalent by at least one
nationally recognized rating agency. The
rating of the Class B Certificates addresses
the likelihood of (a) the ultimate payment
of the Outstanding Principal Amount of the
Class B Certificates, which will be less
than the Class B Face Amount if an Early
Amortization Event or an Accretion
Termination Event occurs and (b) the timely
payment of interest on the Class B
Certificates at the Class B Accretion Rate
if an Early Amortization Event or an
Accretion Termination Event occurs. The
rating of the Class B Certificates does not
address the possibility of the occurrence of
an Early Amortization Event or an Accretion
Termination Event or the likelihood that the
Outstanding Principal Amount of the Class B
Certificates will be paid by the Class B
Expected Final Payment Date. The rating of
the Class B Certificates is based primarily
on the value of the Receivables, the extent
of the Available Shared Enhancement Amount
and the Available Class B Enhancement
Amount, and the circumstances in which funds
may be withdrawn from the Cash Collateral
Account for the benefit of the Investor
Certificateholders and the credit ratings of
the Servicer and the Banks. See "Special
Considerations--Series Considerations--
Ratings of the Investor Certificates" in the
Prospectus.
S-7
<PAGE>
Credit Enhancement.......... A cash collateral account (the "Cash
Collateral Account") will be established in
the name of the Trustee, for the benefit of
the Investor Certificateholders. The Cash
Collateral Account will be funded on the
Series Issuance Date in the amount of
$74,480,000 (the "Initial Cash Collateral
Amount"). Of the Initial Cash Collateral
Amount, $53,200,000 (the "Initial Shared
Enhancement Amount") will be for the benefit
of both the Class A Certificates and the
Class B Certificates and the remaining
$21,280,000 of the Initial Cash Collateral
Amount (the "Initial Class B Enhancement
Amount") will be for the exclusive benefit
of the Class B Certificates. The Initial
Shared Enhancement Amount and Initial Class
B Enhancement Amount are amounts sufficient
to provide the Available Shared Enhancement
Amount and Available Class B Enhancement
Amount that would be required in respect of
the entire Class A Face Amount and Class B
Face Amount, but the Available Shared
Enhancement Amount and Available Class B
Enhancement Amount at any time will be
limited to a portion of the amounts on
deposit in the Cash Collateral Account
sufficient to provide the required amount of
enhancement for the then current Class A
Accreted Invested Amount and Class B
Accreted Invested Amount. Except to the
extent of any amounts withdrawn from the
Cash Collateral Account and applied as
described below, (i) the Available Shared
Enhancement Amount at any time will equal
the greater of (a) 11% of the sum of the
Class A Accreted Invested Amount and the
Class B Accreted Invested Amount, minus the
Class B Accreted Invested Amount and (b) 7%
of the sum of the Class A Accreted Invested
Amount and the Class B Accreted Invested
Amount, minus the Available Class B
Enhancement Amount; provided, however, that
the Available Shared Enhancement Amount will
never be greater than $53,200,000 and (ii)
the Available Class B Enhancement Amount at
any time will equal one-third of the Class B
Accreted Invested Amount; provided, however,
that the Available Class B Enhancement
Amount will never be greater than
$21,280,000. See "Series Provisions--Series
Enhancements" in the Prospectus.
On each Distribution Date, the Available
Shared Enhancement Amount will be applied to
fund the following amounts in the following
priority: (a) with respect to the Class A
Certificates, the excess, if any, of the
Required Amount with respect to such
Distribution Date over the amount of Excess
Finance Charge Collections allocated and
available to fund such Required Amount and
(b) with respect to the Class B
Certificates, (i) the excess, if any, of the
product of the Class B Accretion Rate and
the Outstanding Principal Amount of the
Class B Certificates
S-8
<PAGE>
over the actual amount of funds available to
fund the Class B Monthly Accretion Amount to
be added to the Class B Invested Amount on
such Distribution Date or, following an
Early Amortization Event or an Accretion
Termination Event, applied to interest
payments on the Class B Certificates (plus
any other such shortfalls in accretion to
the Class B Invested Amount or interest
payments on the Class B Certificates on
previous Distribution Dates) and the excess,
if any, of the payment due to the swap
counterparty pursuant to the Interest Rate
Swap with respect to the Class B
Certificates over the amount to be paid to
such swap counterparty for such Distribution
Date and (ii) the excess, if any, of the
Class B Investor Default Amount for such
Distribution Date over the amount of Excess
Finance Charge Collections allocated and
available to fund such Class B Investor
Default Amount.
On the first Special Payment Date following
an Economic Early Amortization Event, the
Available Shared Enhancement Amount (after
giving effect to other withdrawals from the
Cash Collateral Account on such Special
Payment Date) will be applied to pay
principal of the Class A Certificates up to
the then current Class A Invested Amount and
the remainder of the Available Cash
Collateral Amount will be applied to pay
principal of the Class B Certificates up to
the then current Class B Invested Amount.
Following such withdrawals from the Cash
Collateral Account on such Special Payment
Date, the Cash Collateral Account will be
terminated and no further deposits to, or
withdrawals from, the Cash Collateral
Account will be made for the benefit of the
Investor Certificateholders.
On each Distribution Date commencing with the
Class B Principal Commencement Date,
provided that an Economic Early Amortization
Event has not occurred, the Available Cash
Collateral Amount (after giving effect to
other withdrawals from the Cash Collateral
Account on such Payment Date) will be
applied to pay principal of the Class B
Certificates to the extent that the
Outstanding Principal Amount of the Class B
Certificates exceeds the then current Class
B Invested Amount. See "Series Provisions--
Series Enhancements--Credit Enhancement
Generally" and "--The Cash Collateral
Account" in the Prospectus.
Early Termination of If (i) at any time, an Early Amortization
Accretion ................. Event occurs or (ii) on any Determination
Date, it is determined that increasing the
Class A Accreted Invested Amount by the
Class A Monthly Accretion Amount (except
during the Accumulation Period, when such
amount is to be deposited in the Class A
Principal Funding Account) and increasing
the Class B
S-9
<PAGE>
Accreted Invested Amount by the Class B
Monthly Accretion Amount on the following
Accretion Date would result in the total
Principal Receivables in the Trust being
less than the Required Minimum Principal
Balance (such a circumstance, an "Accretion
Termination Event"), then neither the Class
A Accreted Invested Amount nor the Class B
Accreted Invested Amount will be further
increased by any Class A Monthly Accretion
Amount or Class B Monthly Accretion Amount
(as applicable) and monthly interest will
become payable on each Accretion Date
thereafter at the Class A Accretion Rate or
the Class B Accretion Rate (as applicable).
AS A RESULT, IN THE EVENT OF AN EARLY
AMORTIZATION EVENT OR AN ACCRETION
TERMINATION EVENT, INVESTOR
CERTIFICATEHOLDERS WILL BE ENTITLED TO
RECEIVE PRINCIPAL PAYMENTS ONLY UP TO THE
THEN OUTSTANDING PRINCIPAL AMOUNT OF THEIR
INVESTOR CERTIFICATES (WHICH WILL BE LESS
THAN THE FACE AMOUNT THEREOF). The
occurrence of an Early Amortization Event
will, but the occurrence of an Accretion
Termination Event will not, cause principal
payments to be made on the Investor
Certificates, to the extent funds are
available therefor, before the Class A
Expected Final Payment Date and Class B
Expected Final Payment Date. Following an
Early Amortization Event, the Revolving
Period or Accumulation Period, as
applicable, will end and the Early
Amortization Period will begin. Following an
Accretion Termination Event (assuming no
Early Amortization Event has also occurred),
the Revolving Period or Accumulation Period,
as applicable, will continue. See
"Supplemental Series Provisions--Accretion--
Early Termination of Accretion" and
"Supplemental Series Provisions--Payments of
Interest Under Certain Circumstances;
Release of Funds from Cash Collateral
Account" in this Prospectus Supplement.
Federal Income Taxes ....... The Investor Certificates will be issued with
original issue discount ("OID") for Federal
income tax purposes. Holders of Investor
Certificates that are United States
investors will be required to include OID in
income prior to the receipt of cash
attributable to such income, regardless of
the holder's method of accounting. See "Tax
Matters" in this Prospectus Supplement,
which supplements the "Tax Matters"
discussion in the Prospectus.
Previously Issued Series.... Thirty-four Series of investor certificates
in Group One previously issued by the Trust
are still outstanding. See "Annex I: Prior
Issuances of Investor Certificates" in this
Prospectus Supplement for a summary of the
outstanding Series of investor certificates
previously issued by the Trust.
Participation with Other The Investor Certificates are expected to be
Series...................... the thirty-fifth Series issued by the Trust,
outstanding as of the Series Issuance Date,
in a group of Series ("Group One") issued
S-10
<PAGE>
from time to time by the Trust. Collections
of Finance Charge Receivables allocable to
each Series in Group One will be aggregated
and made available for required payments for
all Series in Group One. Consequently, the
issuance of a new Series in Group One may
have the effect of reducing or increasing
the amount of collections of Finance Charge
Receivables allocable to the Investor
Certificates. See "Series Provisions--
Allocations, Reallocations and
Subordination--Reallocations Among Investor
Certificates of Different Series" in the
Prospectus.
The Receivables............. The aggregate amount of Receivables in the
Accounts included in the Trust as of July 6,
1997 was $35,331,169,719, of which
$34,840,611,467 were Principal Receivables
and $490,558,252 were Finance Charge
Receivables (which amounts include overdue
Principal Receivables and overdue Finance
Charge Receivables).
Series Cut-Off Date......... July 28, 1997.
Series Issuance Date........ August 7, 1997.
Revolving Period and
Accumulation Period........
Unless an Early Amortization Event has
occurred, the Revolving Period will end and
the Accumulation Period will commence at the
close of business on the fourth-to-last
business day of July 2003; provided,
however, the Servicer may, based on the
amount of principal available to the
investor certificates of all Series
determined based on the principal payment
rate on the Receivables and the amount of
principal distributable to investor
certificateholders of all outstanding Series
(excluding certain specified Series),
shorten the length of the Accumulation
Period and extend by an equivalent period
the length of the Revolving Period. See
"Supplemental Series Provisions--
Postponement of Accumulation Period" in this
Prospectus Supplement.
Servicing Compensation...... On each Distribution Date, Servicer
Interchange with respect to the related Due
Period that is on deposit in the Collection
Account will be withdrawn from the
Collection Account and paid to the Servicer.
In addition, the Class A Monthly Servicing
Fee, the Class B Monthly Servicing Fee and
the Seller Servicing Fee will be paid on
each Distribution Date as described under
"Series Provisions--Allocations,
Reallocations and Subordination--
Reallocations Among Investor Certificates of
Different Series--Group One Investor Finance
Charges" in the Prospectus. See "Series
Provisions--Servicing Compensation and
Payment of Expenses" in the Prospectus.
Servicer Interchange Rate... 1.50% per annum.
S-11
<PAGE>
Net Servicing Fee Rate...... 0.37% per annum so long as Citibank (South
Dakota) or an affiliate of Citibank (South
Dakota) is the Servicer or 0.77% per annum
if Citibank (South Dakota) or an affiliate
of Citibank (South Dakota) is not the
Servicer.
Registration, Clearance and
Settlement.................
The Investor Certificates initially will be
registered in the name of Cede, as the
nominee of DTC, and no purchaser of Investor
Certificates will be entitled to receive a
Definitive Certificate except under certain
limited circumstances. Certificateholders
may elect to hold their Investor
Certificates through DTC (in the United
States) or Cedel or Euroclear (in Europe).
Transfers will be made in accordance with
the rules and operating procedures described
herein.
Series Termination Date..... The August 2006 Distribution Date.
S-12
<PAGE>
THE CREDIT CARD BUSINESS OF CITIBANK (SOUTH DAKOTA)
GENERAL
Citibank (South Dakota) services the Accounts at its facilities located in
Sioux Falls, South Dakota, and through affiliated credit card processors
pursuant to service contracts. The Receivables conveyed to the Trust to date
were generated under the VISA or MasterCard International programs and were
either originated by Citibank (South Dakota) or purchased by Citibank (South
Dakota) from other credit card issuers. The Accounts are owned by Citibank
(South Dakota) but a participation in the Receivables in certain of these
Accounts has been or will be sold to Citibank (Nevada) prior to their
conveyance to the Trust.
Subject to certain conditions, the Banks may convey to the Trust receivables
arising in credit card accounts of a type not currently included in the
Accounts. Affiliates of the Banks also currently conduct credit card
businesses. For example, Citicorp Retail Services, Inc. manages private label
credit card programs for several retailers. Receivables arising in such
accounts may be participated to the Banks and sold to the Trust. In addition,
the Banks may purchase portfolios of credit card accounts from other credit
card issuers which may be included in the Trust. Such accounts may not be
originated, used or collected in the same manner as the VISA and MasterCard
International accounts described below and may differ with respect to loss and
delinquency and revenue experience and historical payment rates. Such accounts
may also have different terms than the accounts described below, including
lower periodic finance charges. Consequently, the addition of the receivables
arising in such accounts to the Trust could have the effect of reducing the
Portfolio Yield.
The following discussion describes certain terms and characteristics of the
Accounts. The Eligible Accounts from which the Accounts were selected
represent only a portion of the entire portfolio of consumer revolving credit
loans arising in the VISA and MasterCard accounts currently owned by Citibank
(South Dakota) (the "Portfolio"). In addition, Additional Accounts may consist
of Eligible Accounts which are not currently in existence and which are
selected using different eligibility criteria from those used in selecting the
Accounts already included in the Trust.
Citibank (South Dakota) is a member of VISA and MasterCard International.
The VISA and MasterCard credit cards are issued as part of the worldwide VISA
and MasterCard International systems, and transactions creating the
receivables through the use of the credit cards are processed through the VISA
and MasterCard International authorization and settlement systems. Should
either system materially curtail its activities, or should Citibank (South
Dakota) cease to be a member of VISA or MasterCard International, for any
reason, an Early Amortization Event, as such term is defined in the related
Series Supplement, could occur, and delays in payments on the Receivables and
possible reductions in the amounts thereof could also occur. The VISA and
MasterCard accounts, the receivables in which have been conveyed to the Trust,
include both nonpremium and premium VISA and MasterCard accounts.
The VISA and MasterCard credit cards of the type pursuant to which the
Accounts were established may be used to purchase merchandise and services and
to obtain cash advances. A cash advance is made when a credit card account is
used to obtain cash from a financial institution or automated teller machine,
which may be located at a financial institution, supermarket or other business
establishment. Amounts due with respect to both purchases and cash advances
will be included in the Receivables.
The VISA and MasterCard credit card accounts owned by Citibank (South
Dakota) were principally generated through: (i) applications mailed directly
to prospective cardholders; (ii) applications made available to prospective
cardholders at the banking facilities of Citibank (South Dakota), at other
financial institutions and at retail outlets; (iii) applications generated by
advertising on television, on
S-13
<PAGE>
radio and in magazines; (iv) direct mail and telemarketing solicitation for
accounts on a pre-approved credit basis; (v) solicitation of cardholders of
existing nonpremium accounts for premium accounts; (vi) applications through
affinity and co-brand marketing programs; and (vii) purchases of accounts from
other credit card issuers.
ACQUISITION AND USE OF CREDIT CARDS
When Citibank (South Dakota) generates new VISA and MasterCard accounts
through the solicitation of individual applications to open an account, it
reviews each application for completeness and creditworthiness. In addition,
Citibank (South Dakota) generally obtains a credit report issued by an
independent credit reporting agency with respect to the applicant. In the
event there are discrepancies between the application and the credit report
and in certain other circumstances, Citibank (South Dakota) may verify certain
of the information regarding the applicant. Citibank (South Dakota) generally
evaluates the ability of an applicant for a VISA or MasterCard credit card
account to repay credit card balances by applying a credit scoring system
using models developed in-house and models developed with the assistance of an
independent firm with extensive experience in developing credit scoring
models. Credit scoring is intended to provide a general indication, based on
the information available, of the applicant's willingness and ability to repay
his or her obligations. Credit scoring evaluates a potential cardholder's
credit profile to arrive at an estimate of the associated credit risk. Models
for credit scoring are developed by using statistics to evaluate common
characteristics and their correlation with credit risk. The credit scoring
model used to evaluate a particular applicant is based on a variety of
factors, including the manner in which the application was made or the manner
in which the account was acquired as well as the type of residence of the
applicant or cardholder. From time to time the credit scoring models used by
Citibank (South Dakota) are reviewed and, if necessary, updated to reflect
more current statistical information. Once an application to open an account
is approved an initial credit limit is established for the account based on,
among other things, the applicant's credit score and the source from which the
account was acquired.
Citibank (South Dakota) also generates new VISA and MasterCard accounts
through direct mail and telemarketing solicitation campaigns directed at
individuals who have been pre-approved by Citibank (South Dakota). Citibank
(South Dakota) identifies potential cardholders for pre-approved direct mail
or telemarketing solicitation campaigns by supplying a list of credit criteria
to a credit bureau which generates a list of individuals who meet such
criteria and forwards such list to a processing vendor. The processing vendor
screens the list in accordance with the credit criteria of Citibank (South
Dakota) to determine the eligibility of the individuals on the list for a pre-
approved solicitation. Individuals qualifying for pre-approved direct mail or
telemarketing solicitation are offered a credit card without having to
complete a detailed application. In the case of pre-approved solicitations, a
predetermined credit limit is reserved for each member of the group being
solicited, which credit limit may be based upon, among other things, each
member's individual credit profile, level of existing and potential
indebtedness relative to assumed income and estimated income and the
availability of additional demographic data for such member.
In recent years, Citibank (South Dakota) has added affinity and co-brand
marketing to its other means of business development. Affinity marketing
involves the solicitation of prospective cardholders from identifiable groups
with a common interest and/or common cause. Affinity marketing is conducted
through two approaches: the first relies on the solicitation of organized
membership groups with the written endorsement of the group's leadership and
the second utilizes direct mail solicitation of prospective cardholders
through the use of a list purchased from a group. Co-brand marketing is an
outgrowth of affinity marketing. It involves the solicitation of customers of
a retailer, service provider or manufacturer which has a recognizable brand
name or logo. Consumers are likely to acquire and use a co-branded card
because of the benefits provided by the co-brander. The co-brander may play a
major role in the marketing and solicitation of co-branded cards. Solicitation
activities used in
S-14
<PAGE>
connection with affinity and co-brand marketing also include solicitations in
appropriate magazines, telemarketing and applications made available to
prospective cardholders in appropriate locations. In certain cases, pre-
approved solicitations will be used in the same manner as described in the
preceding paragraph.
Credit card accounts that have been purchased by Citibank (South Dakota)
were originally opened using criteria established by the institution from
which the accounts were purchased or by the institution from which the selling
institution originally purchased the accounts. Purchased accounts are screened
against criteria which are set at the time of acquisition to determine whether
any of the purchased accounts should be closed immediately. Any accounts
failing the criteria are closed and no further purchases or cash advances are
authorized. All other such accounts remain open. The credit limits on such
accounts are based initially on the limits established or maintained by the
selling institution. It is expected that portfolios of credit card accounts
purchased by the Banks from other credit card issuers will be added to the
Trust from time to time. It is expected that such accounts will be screened in
the manner described above.
Each cardholder is subject to an agreement governing the terms and
conditions of the accounts. Pursuant to such agreement, Citibank (South
Dakota) reserves the right to change or terminate any terms, conditions,
services or features of the accounts (including increasing or decreasing
periodic finance charges, other charges or minimum payments). Credit limits
may be adjusted periodically based upon an evaluation of the cardholder's
performance.
COLLECTION OF DELINQUENT ACCOUNTS
Generally, Citibank (South Dakota) considers a VISA or MasterCard account
delinquent if a minimum payment due thereunder is not received by Citibank
(South Dakota) by the due date indicated on the cardholder's statement.
Efforts to collect delinquent credit card receivables are made by the
personnel of Citibank (South Dakota) and affiliated credit card processors
pursuant to service contracts, supplemented by collection agencies and
attorneys retained by Citibank (South Dakota). Under current practice,
Citibank (South Dakota) includes a request for payment of overdue amounts on
all billing statements issued after the account becomes delinquent. While
collection personnel initiate telephone contact with cardholders whose credit
card accounts have become as little as five days delinquent, based on credit
scoring criteria, generally such contact is initiated when an account is 35
days or more delinquent. In the event that initial telephone contact fails to
resolve the delinquency, Citibank (South Dakota) continues to contact the
cardholder by telephone and by mail. Generally, 15 days after an account
becomes delinquent or whenever a cardholder exceeds such cardholder's credit
limit by more than 5% no additional extensions of credit through such account
are authorized, and no more than 95 days after an account becomes delinquent
it is closed. The Servicer may also, at its discretion, enter into
arrangements with delinquent cardholders to extend or otherwise change payment
schedules. The current policy of the Servicer is to charge-off the receivables
in an account when that account becomes 185 days delinquent or, if the
Servicer receives notice that a cardholder has filed for bankruptcy or has had
a bankruptcy petition filed against it, the Servicer will charge-off the
receivables in such account not later than 60 days after the Servicer receives
such notice. The credit evaluation, servicing and charge-off policies and
collection practices of Citibank (South Dakota) may change over time in
accordance with the business judgment of Citibank (South Dakota), applicable
law and guidelines established by applicable regulatory authorities.
S-15
<PAGE>
THE ACCOUNTS
GENERAL
The Receivables arise in the Accounts. The Accounts have been selected from
substantially all of the Eligible Accounts in the Portfolio. Citibank (South
Dakota) believes that the Accounts are representative of the Eligible Accounts
in the Portfolio and that the inclusion of the Accounts, as a whole, does not
represent an adverse selection from among the Eligible Accounts.
The Accounts include receivables which have been charged-off as
uncollectible prior to their addition to the Trust in accordance with normal
servicing policies. However, for purposes of calculation of the amount of
Principal Receivables and Finance Charge Receivables in the Trust for any
date, the balance of such charged-off receivables is zero and the Trust owns
only the right to receive recoveries with respect to such receivables.
As of January 11, 1991 (the "Trust Cut-Off Date") and any Series Cut-Off
Date, as such term is defined in the prospectus supplement relating to such
Series (and on the date any new Receivables are generated), the Banks have
represented and warranted, and will represent and warrant, to the Trust that
the Receivables (and such new Receivables) meet the eligibility requirements
set forth in the Pooling Agreement. There can be no assurance that all of the
Accounts will continue to meet applicable eligibility requirements throughout
the life of the Trust.
The Accounts consist of Eligible Accounts, which consist of VISA and
MasterCard credit card accounts. The Banks may (subject to certain limitations
and conditions), and, in certain circumstances, will be obligated to,
designate from time to time Additional Accounts and to convey to the Trust all
Receivables of such Additional Accounts, whether such Receivables are then
existing or thereafter created. The Banks have made Lump Sum Additions to the
Trust which, in the aggregate, included approximately $22.42 billion of
Principal Receivables. The Lump Sum Additions consist primarily of receivables
arising from (a) certain premium and nonpremium VISA and MasterCard credit
card accounts which had been previously transferred by the Banks to credit
card trusts originated by the Banks which had reached their maturity dates and
terminated pursuant to their terms and (b) certain other premium and non-
premium VISA and MasterCard credit card accounts.
Additional Accounts may be subject to different eligibility criteria from
those used in selecting the Initial Accounts and may not be accounts of the
same type previously included in the Trust. Therefore there can be no
assurance that such Additional Accounts will be of the same credit quality as
the Initial Accounts or the Additional Accounts, the Receivables in which have
been conveyed previously to the Trust. Moreover, Additional Accounts may
contain Receivables which consist of fees, charges and amounts which are
different from the fees, charges and amounts described below. Such Additional
Accounts may also be subject to different credit limits, balances and ages.
Consequently, there can be no assurance that the Accounts will continue to
have the characteristics described below as Additional Accounts are added. In
addition, the inclusion in the Trust of Additional Accounts with lower
periodic finance charges may have the effect of reducing the Portfolio Yield.
The Banks intend to file with the Securities and Exchange Commission, on
behalf of the Trust, a Current Report on Form 8-K with respect to any addition
of accounts which would have a material effect on the composition of the
Accounts.
LOSS AND DELINQUENCY EXPERIENCE
The following tables set forth the loss and delinquency experience with
respect to payments by cardholders for each of the periods shown for the
Accounts. With respect to the Loss Experience table below, loss experience is
shown on a cash basis for Principal Receivables. If accrued Finance Charge
Receivables which have been written off were included in losses in the
following table, Net Losses would be higher as an absolute number and as a
percentage of the average of Principal and Finance
S-16
<PAGE>
Charge Receivables outstanding during the periods indicated. There can be no
assurance that the loss and delinquency experience for the Receivables in the
future will be similar to the historical experience set forth below with
respect to the Accounts.
LOSS EXPERIENCE FOR THE ACCOUNTS(1)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED -------------------------------------
JUNE 30, 1997 1996 1995 1994
---------------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Average Principal
Receivables
Outstanding(2)......... $32,519,081 $31,225,337 $25,083,447 $18,066,914
Net Losses(3)........... $ 1,043,301 $ 1,678,991 $ 956,261 $ 685,118
Net Losses as a
Percentage of Average
Principal Receivables
Outstanding(4)......... 6.47% 5.38% 3.81% 3.79%
</TABLE>
- --------
(1) Losses consist of write-offs of Principal Receivables.
(2) Average Principal Receivables Outstanding is the average of Principal
Receivables outstanding during the periods indicated.
(3) Net losses as a percentage of gross charge-offs for the first six months
of 1997 were 92.62% and for each of the years ended December 31, 1996,
1995 and 1994 were 92.46%, 88.49% and 86.14%, respectively. Gross charge-
offs are charge-offs before recoveries and do not include the amount of
any reductions in Average Principal Receivables Outstanding due to fraud,
returned goods, customer disputes or certain other miscellaneous write-
offs.
(4) The percentage for the six months ended June 30, 1997 is an annualized
number.
DELINQUENCIES AS A PERCENTAGE OF THE ACCOUNTS(1)(2)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
--------------------------------------------------------------------------
AS OF JUNE 30, 1997 1996 1995 1994
------------------------ ------------------------ ------------------------ ------------------------
NUMBER OF DAYS DELINQUENT DELINQUENT DELINQUENT DELINQUENT
DELINQUENT AMOUNT(1) PERCENTAGE(2) AMOUNT(1) PERCENTAGE(2) AMOUNT(1) PERCENTAGE(2) AMOUNT(1) PERCENTAGE(2)
-------------- ---------- ------------- ---------- ------------- ---------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
35-64 days.......... $ 631,761 1.91% $ 714,532 2.25% $ 699,878 2.75% $ 439,224 2.40%
65-94 days.......... 362,657 1.10 394,432 1.25 353,832 1.39 228,335 1.25
95 days or more..... 671,945 2.04 687,988 2.17 558,613 2.20 360,774 1.97
---------- ---- ---------- ---- ---------- ---- ---------- ----
Total.............. $1,666,363 5.05% $1,796,952 5.67% $1,612,323 6.34% $1,028,333 5.62%
========== ==== ========== ==== ========== ==== ========== ====
</TABLE>
- --------
(1) The Delinquent Amount includes both the Principal Receivables and Finance
Charge Receivables.
(2) The percentages are the result of dividing the Delinquent Amount by the
average of Principal and Finance Charge Receivables outstanding during the
periods indicated.
REVENUE EXPERIENCE
The revenues for the Accounts from finance charges, fees paid by cardholders
and interchange for the six months ended June 30, 1997 and for each year of
the three-year period ended December 31, 1996 are set forth in the following
table.
The revenue experience in the following table is presented on a cash basis
before deduction for charge-offs. Revenues from finance charges, fees and
interchange will be affected by numerous factors, including the periodic
finance charge on the Receivables, the amount of any annual membership fee,
other fees paid by cardholders, the percentage of cardholders who pay off
their
S-17
<PAGE>
balances in full each month and do not incur periodic finance charges on
purchases, the percentage of Accounts bearing finance charges at promotional
rates and changes in the level of delinquencies on the Receivables.
REVENUE EXPERIENCE FOR THE ACCOUNTS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED ----------------------------------
JUNE 30, 1997 1996 1995 1994
------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Finance Charges and Fees
Paid....................... $3,038,488 $5,732,865 $4,545,420 $3,397,756
Average Revenue
Yield(1)(2)................ 18.84% 18.36% 18.11% 18.81%
</TABLE>
- --------
(1) Average Revenue Yield is the result of dividing Finance Charges and Fees
Paid by Average Principal Receivables Outstanding during the periods
indicated.
(2) The percentage for the six months ended June 30, 1997 is an annualized
number.
The revenues related to periodic finance charges and fees (other than annual
fees) depend in part upon the collective preference of cardholders to use
their credit cards as revolving debt instruments for purchases and cash
advances and to pay off account balances over several months as opposed to
convenience use (where the cardholders prefer instead to pay off their entire
balance each month, thereby avoiding periodic finance charges on purchases)
and upon other services of which the cardholder chooses to avail himself and
which are paid for by the use of the card. Fees for these other services will
be treated for purposes of the Pooling Agreement and the Series Supplement as
Principal Receivables rather than Finance Charge Receivables; however, the
Banks will be permitted to specify that any such fees will be treated as
Finance Charge Receivables. Revenues related to periodic finance charges and
fees also depend on the types of charges and fees assessed on the Accounts.
Accordingly, revenues will be affected by future changes in the types of
charges and fees assessed on the Accounts and in the types of Additional
Accounts added from time to time. Revenues could be adversely affected by
future changes in fees and charges assessed by Citibank (South Dakota) and
other factors.
Citibank (South Dakota) has previously reduced the finance charges and
reduced or eliminated the annual fees applicable to, and modified some other
terms of, certain of the Accounts. These changes have reduced the gross yield
of the Accounts. See "The Accounts--Billing and Payments" in this Prospectus
Supplement.
CARDHOLDER MONTHLY PAYMENT RATES FOR THE ACCOUNTS
Monthly payment rates on the Receivables may vary because, among other
things, cardholders may fail to make a required payment, may only make
payments as low as the minimum required payment or may make payments as high
as the entire outstanding balance. Monthly payment rates on the Receivables
may also vary due to seasonal purchasing and payment habits of cardholders.
The following table sets forth the highest and lowest cardholder monthly
payment rates for the Accounts during any month in the periods shown and the
average of the cardholder monthly payment rates for all months during the
periods shown, in each case calculated as a percentage of the total beginning
account balances for such month. Monthly payment rates reflected in the table
include amounts which would be deemed payments of Principal Receivables and
Finance Charge Receivables with respect to the Accounts. In addition, the
amount of outstanding Receivables and the rates of payments, delinquencies,
charge-offs and new borrowings on the Accounts depend on a variety of factors
including seasonal variations, the availability of other sources of credit,
general economic conditions,
S-18
<PAGE>
tax laws, consumer spending and borrowing patterns and the terms of the
Accounts (which are subject to change by Citibank (South Dakota)).
CARDHOLDER MONTHLY PAYMENT RATES FOR THE ACCOUNTS
<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED -------------------------
JUNE 30, 1997 1996 1995 1994
------------- ------- ------- -------
<S> <C> <C> <C> <C>
Lowest Month.......................... 18.05% 17.65% 17.59% 18.21%
Highest Month......................... 21.80% 21.05% 20.92% 21.33%
Average of the Months in the Period... 19.62% 19.39% 19.09% 19.69%
</TABLE>
INTERCHANGE
Creditors participating in the VISA and MasterCard International
associations receive Interchange as partial compensation for taking credit
risk, absorbing fraud losses and funding receivables for a limited period
prior to initial billing. Under the VISA and MasterCard International systems,
a portion of this Interchange in connection with cardholder charges for
merchandise and services is passed from banks which clear the transactions for
merchants to credit card-issuing banks. Interchange ranges from approximately
1% to 1.85% of the transaction amount. Citibank (South Dakota) is required,
pursuant to the terms of the Pooling Agreement, to transfer to the Trust
Interchange attributed to cardholder charges for merchandise and services in
the Accounts. Interchange is allocated to the Trust on the basis of the
percentage equivalent of the ratio which the amount of cardholder charges for
merchandise and services in the Accounts bears to the total amount of
cardholder charges for merchandise and services in the Portfolio. VISA and
MasterCard International may from time to time change the amount of
Interchange reimbursed to banks issuing their credit cards. On each
Distribution Date, Servicer Interchange with respect to the related Due Period
that is on deposit in the Collection Account will be withdrawn from the
Collection Account and paid to the Servicer as described under "Series
Provisions--Servicing Compensation and Payment of Expenses" in the Prospectus.
THE RECEIVABLES
The Receivables in the Accounts as of July 6, 1997 included $490,558,252 of
Finance Charge Receivables and $34,840,611,467 of Principal Receivables (which
amounts include overdue Finance Charge Receivables and overdue Principal
Receivables). As of July 6, 1997 there were 28,525,134 Accounts. Included
within the Accounts are inactive Accounts that have no balance. The Accounts
had an average Principal Receivable balance of $1,221 and an average credit
limit of $5,007. The average total Receivable balance in the Accounts as a
percentage of the average credit limit with respect to the Accounts was 25%.
Approximately 86% of the Accounts were opened prior to June 1995.
Approximately 13.21%, 11.01%, 6.66% and 5.62% of the Accounts related to
cardholders having billing addresses in California, New York, Texas and
Florida, respectively. Not more than 5% of the Accounts related to cardholders
having billing addresses in any other single state.
S-19
<PAGE>
The following tables summarize the Accounts by various criteria as of July
6, 1997. References to "Receivables Outstanding" in the following tables
include both Finance Charge Receivables and Principal Receivables. Because the
composition of the Accounts will change in the future, these tables are not
necessarily indicative of the future composition of the Accounts.
COMPOSITION OF ACCOUNTS BY ACCOUNT BALANCE
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES
ACCOUNT BALANCE ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING
--------------- ---------- ---------- --------------- -----------
<S> <C> <C> <C> <C>
Credit Balance(1).......... 238,253 0.84% $ (44,249,790) (0.13)%
No Balance(2).............. 12,730,262 44.62 0 0.00
Less than or equal to
$500.00................... 3,824,274 13.41 773,517,978 2.20
$500.01 to $1,000.00....... 2,226,585 7.81 1,653,326,107 4.68
$1,000.01 to $2,000.00..... 3,360,583 11.78 4,940,885,194 13.98
$2,000.01 to $3,000.00..... 2,009,392 7.04 4,961,863,797 14.04
$3,000.01 to $4,000.00..... 1,269,500 4.45 4,403,913,369 12.46
$4,000.01 to $5,000.00..... 1,016,892 3.56 4,595,029,292 13.01
$5,000.01 to $6,000.00..... 612,010 2.15 3,345,493,629 9.47
$6,000.01 to $7,000.00..... 393,120 1.38 2,544,712,738 7.20
$7,000.01 to $8,000.00..... 275,952 0.97 2,062,819,498 5.84
$8,000.01 to $9,000.00..... 182,423 0.64 1,546,486,507 4.38
$9,000.01 to $10,000.00.... 137,474 0.48 1,303,885,461 3.69
Over $10,000.00............ 248,414 0.87 3,243,485,939 9.18
---------- ------ --------------- ------
Total.................... 28,525,134 100.00% $35,331,169,719 100.00%
========== ====== =============== ======
</TABLE>
- --------
(1) Credit balances are a result of cardholder payments and credit adjustments
applied in excess of an Account's unpaid balance. Accounts which currently
have a credit balance are included because Receivables may be generated
with respect thereto in the future.
(2) Accounts which currently have no balance are included because Receivables
may be generated with respect thereto in the future.
COMPOSITION OF ACCOUNTS BY CREDIT LIMIT
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES
CREDIT LIMIT ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING
------------ ---------- ---------- --------------- -----------
<S> <C> <C> <C> <C>
Less than or equal to
$500.00.................... 1,701,722 5.97% $ 90,507,589 0.27%
$500.01 to $1,000.00........ 1,829,965 6.42 527,235,954 1.49
$1,000.01 to $2,000.00...... 4,696,488 16.45 2,900,034,916 8.21
$2,000.01 to $3,000.00...... 3,503,092 12.28 3,008,037,607 8.51
$3,000.01 to $4,000.00...... 2,395,534 8.40 2,601,273,529 7.36
$4,000.01 to $5,000.00...... 3,342,605 11.72 4,389,238,371 12.42
Over $5,000.00.............. 11,055,728 38.76 21,814,841,753 61.74
---------- ------ --------------- ------
Total..................... 28,525,134 100.00% $35,331,169,719 100.00%
========== ====== =============== ======
</TABLE>
S-20
<PAGE>
COMPOSITION OF ACCOUNTS BY PAYMENT STATUS
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES
PAYMENT STATUS ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING
-------------- ---------- ---------- --------------- -----------
<S> <C> <C> <C> <C>
Current(1)................... 27,079,535 94.93% $31,646,535,341 89.57%
Up to 34 days delinquent..... 832,418 2.92 2,018,270,966 5.71
35 to 64 days delinquent..... 269,054 0.94 631,761,462 1.79
65 to 94 days delinquent..... 129,111 0.45 362,656,605 1.03
95 to 124 days delinquent.... 87,378 0.31 264,254,378 0.75
125 to 154 days delinquent... 70,023 0.25 224,662,333 0.64
155 to 184 days delinquent... 57,615 0.20 183,028,634 0.51
---------- ------ --------------- ------
Total...................... 28,525,134 100.00% $35,331,169,719 100.00%
========== ====== =============== ======
</TABLE>
- --------
(1) Includes Accounts on which the minimum payment has not been received prior
to the next billing date following the issuance of the related bill.
COMPOSITION OF ACCOUNTS BY AGE
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES
AGE ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING
--- ---------- ---------- --------------- -----------
<S> <C> <C> <C> <C>
Less than or equal to 6
months..................... 0 0.00% $ 0 0.00%
Over 6 months to 12 months.. 761,630 2.67 1,200,145,554 3.40
Over 12 months to 24
months..................... 3,252,649 11.40 4,120,266,624 11.66
Over 24 months to 36
months..................... 4,810,917 16.87 5,172,471,801 14.64
Over 36 months to 48
months..................... 2,983,364 10.46 3,322,278,590 9.40
Over 48 months.............. 16,716,574 58.60 21,516,007,150 60.90
---------- ------ --------------- ------
Total..................... 28,525,134 100.00% $35,331,169,719 100.00%
========== ====== =============== ======
</TABLE>
BILLING AND PAYMENTS
The Accounts have various billing and payment structures, including varying
periodic finance charges and fees. The following is information on the current
billing and payment characteristics of the Accounts.
Monthly billing statements are sent by Citibank (South Dakota) to
cardholders with balances at the end of the billing period. Each month a VISA
or MasterCard cardholder must make a minimum payment equal to (a) with respect
to nonpremium accounts, the sum of (i) the greater of $20 (or, if the then
current balance is less than $20, such balance) and 1/48 of the then current
balance, (ii) any amount which is past due and (iii) any amount which is in
excess of the credit limit; or (b) with respect to premium accounts, the sum
of (i) the greater of $50 (or, if the then current balance is less than $50,
such balance) and 1/48 of the then current balance, (ii) any amount which is
past due and (iii) any amount which is in excess of the credit limit;
provided, that in each case the required minimum payment will not be less than
the finance charges billed. Prior to December 1993, the minimum payments were
determined by reference to 1/36 of the then current balance, rather than 1/48.
A periodic finance charge is assessed on the Accounts. The periodic finance
charge assessed on balances for cash advances is calculated by multiplying (i)
the average daily balances for cash advances during the billing cycle by (ii)
the number of days in the billing cycle by (iii) the applicable daily periodic
finance charge. Cash advances are included in the average daily balance for
cash
S-21
<PAGE>
advances from the date such advances are made. The periodic finance charge
assessed on balances for purchases is calculated by multiplying the average
daily balance for purchases (the balance thereof on which finance charges are
assessed) by the applicable monthly periodic finance charge. Purchases are
included in the average daily balance for purchases generally from the date of
purchase. Periodic finance charges are not assessed in most circumstances on
purchase amounts if all balances shown in the previous billing statement are
paid in full by the due date indicated on such statement. The periodic finance
charge assessed on balances in most accounts for cash advances and purchases
is currently the Prime Rate (as published in The Wall Street Journal ) plus a
percentage ranging from 5.4% to 10.4% for accounts in good standing, and the
Prime Rate plus 12.9% for accounts which have been recently, or currently are,
delinquent. As of the most recent quarterly reset date, the periodic finance
charge ranged from 13.90% to 18.90% for most accounts in good standing, and
was 21.40% for most accounts which have been recently, or currently are,
delinquent. Citibank (South Dakota) may change the periodic finance charge on
accounts at any time by written notice to the cardholders. Any announced
increase in such rate will become effective upon the earlier of subsequent use
of a card and the expiration of a 25-day period from the date such change was
made effective (assuming failure on the part of the cardholder to object to
the new rate). Citibank (South Dakota) also offers promotional rates of
limited duration to attract new cardholders and to promote balance transfers
from other credit card issuers and, under certain circumstances, the periodic
finance charge on a limited number of accounts may be greater or less than
those assessed by Citibank (South Dakota) generally.
Prior to December 1993, Citibank (South Dakota) generally assessed an annual
membership fee of between $20 and $100 per account. Effective December 1,
1993, Citibank (South Dakota) eliminated the annual membership fee for certain
premium and nonpremium cardholders who met specified non-delinquency criteria.
This change did not apply to affinity or co-branded card products. In
addition, effective January 1, 1995, Citibank (South Dakota) eliminated the
annual fees applicable to certain other accounts, including certain of its
affinity and co-branded card products. These changes have reduced the gross
yield of the Accounts. Citibank (South Dakota) management believes that the
elimination of annual fees is within industry norms and is an important
component of management's initiative to maintain Citibank (South Dakota)'s
leadership position in the market for bank credit cards. Certain of the
Accounts may be subject to certain additional fees, including: (a) a late fee
of $20 if Citibank (South Dakota) does not receive a required minimum payment
by the payment due date shown on the monthly billing statement, which fee is
assessed monthly until the account is less than 30 days past due; (b) a cash
advance fee which is generally equal to 2% of the amount of the cash advance
(subject to a minimum fee of $2 with no maximum); (c) a returned payment fee
of $20; (d) a returned check fee of $20; (e) a stop payment fee of $20 and (f)
a fee of $20 with respect to each account with an outstanding balance over the
credit limit established for such account.
Payments by cardholders to Citibank (South Dakota) on the Accounts are
processed and applied to all minimum amounts due, from the oldest to the most
current, with respect to the following items in the following order: (i)
periodic finance charges on cash advances; (ii) periodic finance charges on
purchases; (iii) cash advance amounts and (iv) purchase amounts. When all
minimum amounts due are paid, payments are generally allocated first to cash
advance balances and then to purchase balances. There can be no assurance that
periodic finance charges, fees and other charges will remain at current levels
in the future.
S-22
<PAGE>
THE BANKS
Citibank (South Dakota), a national banking association and an indirect
wholly owned subsidiary of Citicorp located in Sioux Falls, South Dakota, was
formed in 1981 and conducts nationwide consumer lending programs primarily
comprised of credit card-related activities. Citibank (South Dakota) is the
nation's largest bank credit card issuer. The principal executive office of
Citibank (South Dakota) is located at 701 East 60th Street, North, Sioux
Falls, South Dakota 57117 (telephone (605) 331-2626).
Citibank (Nevada), a national banking association and an indirect wholly
owned subsidiary of Citicorp located in Las Vegas, Nevada, was formed in 1985
and conducts a retail banking business in the Las Vegas, Nevada area and
services credit card accounts for certain of its affiliates. The principal
executive office of Citibank (Nevada) is located at 8725 West Sahara Avenue,
Las Vegas, Nevada 89163 (telephone (702) 797-4444).
SUPPLEMENTAL SERIES PROVISIONS
CERTAIN DEFINITIONS
"Class A Accreted Invested Amount" for any date means an amount equal to the
sum of (a) the Class A Initial Invested Amount and (b) the sum of all Class A
Monthly Accretion Amounts for all Distribution Dates prior to such date.
"Class A Invested Amount" for any date means, notwithstanding anything to
the contrary in the Prospectus, an amount equal to (a) the Class A Accreted
Invested Amount, minus (b) the aggregate amount of principal payments made to
Class A Certificateholders prior to such date, minus (c) the Class A Principal
Funding Account Balance as of such date, and minus (d) the excess, if any, of
the aggregate amount of Class A Investor Charge-Offs for all Distribution
Dates preceding such date over the aggregate amount of Class A Investor
Charge-Offs reimbursed prior to such date; provided, however, that the Class A
Invested Amount may not be reduced below zero.
"Class A Monthly Accretion Amount" means, with respect to any Distribution
Date, the sum of (a) the amounts, if any, actually treated as Investor
Principal Collections and applied to increase the Class A Invested Amount
effective as of the end of the immediately preceding Due Period, as described
in paragraph (a) under "--Accretion--Allocations--Class A Certificates", plus
(b) the amounts actually deposited into the Class A Principal Funding Account
as described in paragraph (c) under "--Accretion--Allocations--Class A
Certificates", plus (c) the amount of Class A Investment Proceeds (up to the
Class A Covered Amount) actually deposited into the Class A Principal Funding
Account as described under "Series Provisions--Principal Funding Account" in
the Prospectus.
"Class A Swap Rate" and "Class B Swap Rate" have the meanings assigned to
them under "--Interest Rate Swaps" below.
"Class B Accreted Invested Amount" for any date means an amount equal to the
sum of (a) the Class B Initial Invested Amount and (b) the sum of all Class B
Monthly Accretion Amounts for all Distribution Dates prior to such date.
"Class B Invested Amount" for any date means, notwithstanding anything to
the contrary in the Prospectus, an amount equal to (a) the Class B Accreted
Invested Amount, minus (b) the aggregate amount of principal payments made to
Class B Certificateholders prior to such date (other than any principal
payments made from the proceeds of a draw under the Credit Enhancement for the
purpose of reimbursing previous reductions in the Class B Invested Amount),
minus (c) the aggregate amount of Class B Investor Charge-Offs for all prior
Distribution Dates, minus (d) the portion of the aggregate
amount of Subordinated Principal Collections for all prior Distribution Dates
that has been used to fund the Required Amount with respect to such
Distribution Dates and that is allocable to the Class B Certificates as
described under "Series Provisions--Allocations, Reallocations and
Subordination-- Allocations, Reallocations and Subordination Within a Series--
Subordination" in the Prospectus,
S-23
<PAGE>
minus (e) an amount equal to the aggregate amount by which the Class B
Invested Amount has been reduced to fund the Class A Investor Default Amount
on all prior Distribution Dates as described under "Series Provisions--
Allocations, Reallocations and Subordination--Investor Charge-Offs" in the
Prospectus, and plus (f) the aggregate amount of Excess Finance Charge
Collections and certain other amounts applied on all prior Distribution Dates
for the purpose of reimbursing amounts deducted pursuant to the foregoing
clauses (c), (d) and (e); provided, however, that the Class B Invested Amount
may not be reduced below zero.
"Class B Monthly Accretion Amount" means, with respect to any Distribution
Date, the sum of the amounts, if any, actually treated as Investor Principal
Collections on such Distribution Date and applied to increase the Class B
Invested Amount effective as of the end of the immediately preceding Due
Period, as described in paragraph (a) under "--Accretion--Allocations--Class B
Certificates".
"Outstanding Principal Amount" means, when used with respect to any date,
(a) with respect to the Class A Certificates, an amount equal to the Class A
Accreted Invested Amount, minus the aggregate amount of principal payments
made to Class A Certificateholders prior to such date, and (b) with respect to
the Class B Certificates, the Class B Accreted Invested Amount, minus the
aggregate amount of principal payments made to Class B Certificateholders
prior to such date.
Notwithstanding anything to the contrary in the Prospectus, Class A Monthly
Interest and Class B Monthly Interest will not accrue or become payable with
respect to the Investor Certificates, except that under certain limited
circumstances described herein, monthly payments of interest will be made on
the Investor Certificates. Except under such limited circumstances, Class A
Monthly Interest and Class B Monthly Interest will be determined only for the
purposes of determining Class A Monthly Accretion Amounts and Class B Monthly
Accretion Amounts. "Class A Monthly Interest" means, with respect to any
Distribution Date, one-twelfth of the product of (a) the Class A Accretion
Rate and (b) the Outstanding Principal Amount of the Class A Certificates as
of the close of business on the preceding Distribution Date (after subtracting
therefrom the aggregate amount of all distributions of Class A Monthly
Principal previously made either to the Class A Principal Funding Account or
to the Class A Certificateholders) or, with respect to the first Distribution
Date, interest on the Class A Initial Invested Amount at the Class A Accretion
Rate from and including the Series Issuance Date to but excluding such
Distribution Date, compounded monthly. "Class B Monthly Interest" means, with
respect to any Distribution Date, one-twelfth of the product of (a) the
Class B Accretion Rate and (b) the Class B Invested Amount as of the close of
business on the preceding Distribution Date (after giving effect to any
increase or decrease in the Class B Invested Amount on such preceding
Distribution Date) or, with respect to the first Distribution Date, interest
on the Class B Initial Invested Amount at the Class B Accretion Rate from and
including the Series Issuance Date to but excluding such Distribution Date,
compounded monthly.
Solely for the purpose of calculating Group One Investor Monthly Interest as
described under "Series Provisions--Allocations, Reallocations and
Subordination--Reallocations Among Investor Certificates of Different Series--
Group One Investor Finance Charges" in the Prospectus, for so long as an Early
Amortization Event has not occurred, the applicable Interest Rate Swap has not
been terminated and there has not been a payment default by the swap
counterparty, the reference to the Class A Accretion Rate in clause (a) of the
definition of "Class A Monthly Interest" above shall be replaced by the Class
A Swap Rate, the reference to the Class B Accretion Rate in clause (a) of the
definition of "Class B Monthly Interest" above shall be replaced by the Class
B Swap Rate and the references to one-twelfth in each such definition shall be
replaced by a fraction, the numerator of which is the actual number of days
from and including the prior Distribution Date to but excluding such
Distribution Date and the denominator of which is 360.
S-24
<PAGE>
The "Series Adjusted Invested Amount" as defined under "Master Trust
Provisions--Allocations Among Series" in the Prospectus, the "Required Minimum
Principal Balance" as defined under "Special Considerations--Series
Considerations" in the Prospectus, and the Early Amortization Event set forth
in clause (h) under "Series Provisions--Early Amortization Events" in the
Prospectus will, for the purposes of Series 1997-6, be determined based on the
sum of the then current Class A Accreted Invested Amount and Class B Accreted
Invested Amount, rather than based on the initial aggregate principal amount
of the Investor Certificates or initial Invested Amount thereof.
ACCRETION
Except under certain limited circumstances described herein, there will not
be any periodic payments of interest with respect to the Investor
Certificates. During the period from the Series Issuance Date until the
commencement of the Accumulation Period, the Class A Accreted Invested
Amount is expected to increase on each Class A Monthly Accretion Date by the
Class A Monthly Accretion Amount. During the Accumulation Period, the Class A
Monthly Accretion Amount is expected to be deposited each month into the Class
A Principal Funding Account. During the period from the Series Issuance Date
to the Class B Expected Final Payment Date (or earlier under certain limited
circumstances described herein), the Class B Accreted Invested Amount is
expected to increase on each Class B Monthly Accretion Date by the Class B
Monthly Accretion Amount.
Except under the limited circumstances described herein, under which
interest will become payable on the Class A Certificates and the Class B
Certificates, amounts that would be applied to fund payments of interest on
the Class A Certificates and the Class B Certificates will instead be applied
to fund the Class A Monthly Accretion Amounts and Class B Monthly Accretion
Amounts, respectively. Accordingly, except in respect of such limited
circumstances, references in the Prospectus to the "certificate rate" and
descriptions in the Prospectus of the manner of computing accrued interest on
the Investor Certificates should be taken to be references to the Class A
Accretion Rate or Class B Accretion Rate, as applicable, and as descriptions
of the manner of computing Class A Monthly Interest and Class B Monthly
Interest only for the purposes of determining Class A Monthly Accretion
Amounts and Class B Monthly Accretion Amounts, respectively.
Allocations
Class A Certificates. The allocations described in clause (a)(i)(A) under
"Series Provisions--Allocations, Reallocations and Subordination--Allocations,
Reallocations and Subordination Within a Series--Class A and Class B Investor
Finance Charges" in the Prospectus, will not be made as so described but will
instead be made in the following manner:
(a) on each Distribution Date with respect to the Revolving Period before
the occurrence of an Accretion Termination Event, an amount equal to Class
A Monthly Interest for such Distribution Date, plus the amount of any Class
A Monthly Interest (and interest thereon at the Class A Accretion Rate)
previously allocable to but not available as a portion of Investor
Principal Collections on a prior Distribution Date, will be treated as a
portion of Investor Principal Collections with respect to such Distribution
Date;
(b) on each Distribution Date with respect to the Revolving Period after
the Determination Date on which an Accretion Termination Event is deemed to
have occurred, an amount equal to Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Monthly Interest (and
interest thereon at the Class A Accretion Rate) previously allocable to but
neither available as a portion of Investor Principal Collections nor
deposited into the Class A Interest Funding Account (as applicable) on a
prior Distribution Date, will be allocated to the Class A Interest Funding
Account (for distribution to the Paying Agent for payment of current
interest to the Class A Certificateholders);
S-25
<PAGE>
(c) on each Distribution Date with respect to the Accumulation Period
before the occurrence of an Accretion Termination Event, an amount equal to
Class A Monthly Interest for such Distribution Date, plus the amount of any
Class A Monthly Interest (and interest thereon at the Class A Accretion
Rate) previously allocable to but not available as a portion of Investor
Principal Collections, not deposited into the Class A Interest Funding
Account and not deposited into the Class A Principal Funding Account (as
applicable) on a prior Distribution Date, plus the amount of any Class A
Funding Account Shortfall for such Distribution Date and the amount of any
Class A Funding Account Shortfall (and interest thereon at the Class A
Accretion Rate) previously allocable to but not deposited into the Class A
Principal Funding Account on a prior Distribution Date, will be allocated
to the Class A Principal Funding Account;
(d) on each Distribution Date with respect to the Accumulation Period
after the Determination Date on which an Accretion Termination Event is
deemed to have occurred, an amount equal to
Class A Monthly Interest for such Distribution Date, plus the amount of any
Class A Monthly Interest (and interest thereon at the Class A Accretion
Rate) previously allocable to but not available as a portion of Investor
Principal Collections, not deposited into the Class A Principal Funding
Account and not deposited into the Class A Interest Funding Account (as
applicable) on a prior Distribution Date, plus the amount of any Class A
Funding Account Shortfall for such Distribution Date and any Class A
Funding Account Shortfall (and interest thereon at the Class A Accretion
Rate) previously allocable to but neither deposited into the Class A
Principal Funding Account nor deposited into the Class A Interest Funding
Account on a prior Distribution Date, will be allocated to the Class A
Interest Funding Account (for distribution to the Paying Agent for payment
of current interest to the Class A Certificateholders); and
(e) on each Distribution Date with respect to the Early Amortization
Period, an amount equal to Class A Monthly Interest for such Distribution
Date, plus the amount of any Class A Monthly Interest (and interest thereon
at the Class A Accretion Rate) previously allocable to but not available as
a portion of Investor Principal Collections, not deposited into the Class A
Principal Funding Account and not deposited into the Class A Interest
Funding Account (as applicable) on a prior Distribution Date, plus the
amount of any Class A Funding Account Shortfall for such Distribution Date
and any Class A Funding Account Shortfall (and interest thereon at the
Class A Accretion Rate) previously allocable to but neither deposited into
the Class A Principal Funding Account nor deposited into the Class A
Interest Funding Account (as applicable) on a prior Distribution Date, will
be allocated to the Class A Interest Funding Account (for distribution to
the Paying Agent for payment of current interest to the Class A
Certificateholders).
Notwithstanding anything to the contrary in the Prospectus, so long as no
Accretion Termination Event or Early Amortization Event has occurred, Class A
Investment Proceeds will not be deposited in the Class A Interest Funding
Account but will instead be retained in the Class A Principal Funding Account.
The definition of "Required Amount", as set forth under "Series Provisions--
Allocations, Reallocations and Subordination--Allocations, Reallocations and
Subordination Within a Series--Subordination" in the Prospectus, will
incorporate the foregoing changes in such allocations.
Class B Certificates. The allocations described in clause (b)(i)(A) under
"Series Provisions--Allocations, Reallocations and Subordination--Allocations,
Reallocations and Subordination Within a Series--Class A and Class B Investor
Finance Charge" in the Prospectus, will not be made as so described but will
instead be made in the following manner:
(a) on each Distribution Date before the occurrence of an Accretion
Termination Event, an amount equal to Class B Monthly Interest for such
Distribution Date, plus the amount of any Class B Monthly Interest (and
interest thereon at the Class B Accretion Rate) previously allocable to but
not available as a portion of Investor Principal Collections on a prior
Distribution Date, will be treated as a portion of Investor Principal
Collections with respect to such Distribution Date; and
S-26
<PAGE>
(b) on each Distribution Date after the Determination Date on which an
Accretion Termination Event is deemed to have occurred and on each
Distribution Date with respect to the Early Amortization Period, an amount
equal to Class B Monthly Interest for such Distribution Date, plus the
amount of any Class B Monthly Interest (and interest thereon at the Class B
Accretion Rate) previously allocable to but neither available as a portion
of Investor Principal Collections nor deposited into the Class B Interest
Funding Account (as applicable) on a prior Distribution Date, will be
allocated to the Class B Interest Funding Account (for distribution to the
Paying Agent for payment of current interest to the Class B
Certificateholders).
Expected Accretion
The following table shows the expected Outstanding Principal Amounts of the
Class A Certificates and Class B Certificates as percentages of the Class A
Face Amount and the Class B Face Amount,
respectively, over the expected term of such Investor Certificates, assuming
that (a) no Early Amortization Event occurs, (b) no Accretion Termination
Event occurs and (c) sufficient amounts are always available over such period
to fund in full the Class A Monthly Accretion Amounts and Class B Monthly
Accretion Amounts. No assurances can be given that such assumptions will prove
to be correct.
<TABLE>
<CAPTION>
MONTH AND YEAR OF CLASS A OUTSTANDING CLASS B OUTSTANDING
DISTRIBUTION DATE PRINCIPAL AMOUNT(1) PRINCIPAL AMOUNT(2)
----------------- ------------------- -------------------
<S> <C> <C>
September 1997....................... 64.6374716% 63.9909051%
October 1997......................... 64.9780635% 64.3358792%
November 1997........................ 65.3204501% 64.6827130%
December 1997........................ 65.6646408% 65.0314165%
January 1998......................... 66.0106451% 65.3819999%
February 1998........................ 66.3584727% 65.7344733%
March 1998........................... 66.7081330% 66.0888469%
April 1998........................... 67.0596358% 66.4451310%
May 1998............................. 67.4129907% 66.8033357%
June 1998............................ 67.7682076% 67.1634715%
July 1998............................ 68.1252961% 67.5255488%
August 1998.......................... 68.4842663% 67.8895780%
September 1998....................... 68.8451280% 68.2555698%
October 1998......................... 69.2078912% 68.6235346%
November 1998........................ 69.5725659% 68.9934830%
December 1998........................ 69.9391621% 69.3654259%
January 1999......................... 70.3076900% 69.7393739%
February 1999........................ 70.6781598% 70.1153379%
March 1999........................... 71.0505817% 70.4933286%
April 1999........................... 71.4249660% 70.8733571%
May 1999............................. 71.8013230% 71.2554344%
June 1999............................ 72.1796631% 71.6395714%
July 1999............................ 72.5599969% 72.0257793%
August 1999.......................... 72.9423346% 72.4140692%
September 1999....................... 73.3266871% 72.8044524%
October 1999......................... 73.7130648% 73.1969402%
November 1999........................ 74.1014784% 73.5915438%
December 1999........................ 74.4919386% 73.9882748%
January 2000......................... 74.8844564% 74.3871445%
February 2000........................ 75.2790423% 74.7881645%
March 2000........................... 75.6757075% 75.1913464%
</TABLE>
S-27
<PAGE>
<TABLE>
<CAPTION>
MONTH AND YEAR OF CLASS A OUTSTANDING CLASS B OUTSTANDING
DISTRIBUTION DATE PRINCIPAL AMOUNT(1) PRINCIPAL AMOUNT(2)
----------------- ------------------- -------------------
<S> <C> <C>
April 2000........................... 76.0744628% 75.5967018%
May 2000............................. 76.4753192% 76.0042426%
June 2000............................ 76.8782879% 76.4139803%
July 2000............................ 77.2833799% 76.8259270%
August 2000.......................... 77.6906065% 77.2400944%
September 2000....................... 78.0999788% 77.6564947%
October 2000......................... 78.5115082% 78.0751397%
November 2000........................ 78.9252061% 78.4960416%
December 2000........................ 79.3410839% 78.9192127%
January 2001......................... 79.7591530% 79.3446650%
February 2001........................ 80.1794250% 79.7724109%
March 2001........................... 80.6019116% 80.2024628%
April 2001........................... 81.0266244% 80.6348331%
May 2001............................. 81.4535751% 81.0695344%
June 2001............................ 81.8827755% 81.5065790%
July 2001............................ 82.3142375% 81.9459798%
August 2001.......................... 82.7479729% 82.3877494%
September 2001....................... 83.1839939% 82.8319006%
October 2001......................... 83.6223123% 83.2784462%
November 2001........................ 84.0629403% 83.7273990%
December 2001........................ 84.5058902% 84.1787722%
January 2002......................... 84.9511741% 84.6325788%
February 2002........................ 85.3988042% 85.0888318%
March 2002........................... 85.8487931% 85.5475444%
April 2002........................... 86.3011531% 86.0087300%
May 2002............................. 86.7558966% 86.4724018%
June 2002............................ 87.2130364% 86.9385733%
July 2002............................ 87.6725849% 87.4072579%
August 2002.......................... 88.1345549% 87.8784691%
September 2002....................... 88.5989592% 88.3522207%
October 2002......................... 89.0658105% 88.8285262%
November 2002........................ 89.5351218% 89.3073995%
December 2002........................ 90.0069060% 89.7888544%
January 2003......................... 90.4811762% 90.2729048%
February 2003........................ 90.9579454% 90.7595648%
March 2003........................... 91.4372268% 91.2488483%
April 2003........................... 91.9190337% 91.7407695%
May 2003............................. 92.4033794% 92.2353426%
June 2003............................ 92.8902772% 92.7325820%
July 2003............................ 93.3797406% 93.2325020%
August 2003.......................... 93.8717832% 93.7351171%
September 2003....................... 94.3664184% 94.2404417%
October 2003......................... 94.8636600% 94.7484906%
November 2003........................ 95.3635217% 95.2592783%
December 2003........................ 95.8660173% 95.7728197%
January 2004......................... 96.3711606% 96.2891296%
February 2004........................ 96.8789657% 96.8082229%
March 2004........................... 97.3894466% 97.3301146%
April 2004........................... 97.9026173% 97.8548198%
</TABLE>
S-28
<PAGE>
<TABLE>
<CAPTION>
MONTH AND YEAR OF CLASS A OUTSTANDING CLASS B OUTSTANDING
DISTRIBUTION DATE PRINCIPAL AMOUNT(1) PRINCIPAL AMOUNT(2)
----------------- ------------------- -------------------
<S> <C> <C>
May 2004............................. 98.4184921% 98.3823538%
June 2004............................ 98.9370851% 98.9127316%
July 2004............................ 99.4584108% 99.4459687%
August 2004 (3)...................... 100.0000000% 100.0000000%
</TABLE>
- --------
(1)As a percentage of the Class A Face Amount.
(2)As a percentage of the Class B Face Amount.
(3) The Class A Monthly Accretion Amount and Class B Monthly Accretion Amount
for this month will not be reinvested in Principal Receivables but will be
distributed directly to investors.
Early Termination of Accretion
If (i) at any time, an Early Amortization Event occurs or (ii) on any
Determination Date, an Accretion Termination Event occurs, then neither the
Class A Accreted Invested Amount nor the Class B Accreted Invested Amount will
be further increased by any Class A Monthly Accretion Amount or Class B
Monthly Accretion Amount (as applicable) and monthly interest will become
payable with respect to the Investor Certificates on each Distribution Date
thereafter at the Class A Accretion Rate or the Class B Accretion Rate (as
applicable). AS A RESULT, IN THE EVENT OF AN EARLY AMORTIZATION EVENT OR AN
ACCRETION TERMINATION EVENT, INVESTOR CERTIFICATEHOLDERS WILL BE ENTITLED TO
RECEIVE PRINCIPAL PAYMENTS ONLY UP TO THE THEN OUTSTANDING PRINCIPAL AMOUNT OF
THEIR INVESTOR CERTIFICATES (WHICH WILL BE LESS THAN THE FACE AMOUNT THEREOF).
The occurrence of an Early Amortization Event will, but the occurrence of an
Accretion Termination Event will not, cause principal payments to be made on
the Investor Certificates, to the extent funds are available therefor, before
the Class A Expected Final Payment Date and Class B Expected Final Payment
Date. Following an Early Amortization Event, the Revolving Period or
Accumulation Period, as applicable, will end and the Early Amortization Period
will begin. Following an Accretion Termination Event (assuming no Early
Amortization Event has also occurred), the Revolving Period or Accumulation
Period, as applicable, will continue.
PAYMENTS OF INTEREST UNDER CERTAIN CIRCUMSTANCES; RELEASE OF FUNDS FROM CASH
COLLATERAL ACCOUNT
If an Investor Certificate is not paid in full on its Expected Final Payment
Date, or if an Early Amortization Event or an Accretion Termination Event
occurs, monthly interest payments will become due with respect to the Investor
Certificates on each Distribution Date and neither the Class A Accreted
Invested Amount nor Class B Accreted Invested Amount will be further
increased. If interest becomes payable on the Investor Certificates, all
amounts that would otherwise be applied to fund the Class A Monthly Accretion
Amounts or Class B Monthly Accretion Amounts, including Reallocated Investor
Finance Charge Collections, Excess Finance Charge Collections allocated to
Series 1997-6 and amounts available in the Cash Collateral Account, will be
applied to fund payments of interest on the Class A Certificates and the Class
B Certificates in the same order and priority that such amounts would have
been applied to fund Class A Monthly Accretion Amounts or Class B Monthly
Accretion Amounts.
In the event that accretion on the Investor Certificates is terminated early
and periodic payments of interest become due, any funds in the Cash Collateral
Account in excess of the Available Enhancement Amount may be released to
Credit Enhancement providers.
POSTPONEMENT OF ACCUMULATION PERIOD
Upon written notice to the Trustee, the Sellers, the Rating Agency and the
Cash Collateral Depositor, the Servicer may elect to shorten the length of the
Accumulation Period, and extend by an
equivalent period the length of the Revolving Period, subject to certain
conditions including those set
S-29
<PAGE>
forth below. The Servicer may make such election only if the Accumulation
Period Length (determined as described below) is less than twelve months. On
the Determination Date immediately preceding the July 2003 Distribution Date
and thereafter on each Determination Date until the date the Accumulation
Period begins, the Servicer will determine the "Accumulation Period Length"
based on the amount of principal available to the investor certificates of all
Series determined based on the lowest monthly principal payment rate on the
Receivables for the prior 12 months and the amount of principal distributable
to the Certificateholders of all outstanding Series (excluding certain
specified Series) which are not in their revolving period. If the Accumulation
Period Length is less than twelve months, the Servicer may, at its option,
postpone the commencement of the Accumulation Period such that the number of
months included in the Accumulation Period will be equal to or exceed the
Accumulation Period Length. The effect of the foregoing calculation is to
permit the reduction of the length of the Accumulation Period based on the
invested amounts of certain other Series which are scheduled to be in their
revolving periods during the Accumulation Period and on increases in the
principal payment rate, which, if continued, would result in a shorter
Accumulation Period. The length of the Accumulation Period will not be less
than one month and will not be shorter than the period determined as of the
first date of determination unless the Trust has issued another Series of
investor certificates subsequent to that date and such Series is in its
revolving period. If the Accumulation Period is postponed in accordance with
the foregoing, and if an Early Amortization Event occurs after the date
originally scheduled as the commencement of the Accumulation Period, it is
probable that holders of Investor Certificates would receive some of their
principal later than if the Accumulation Period had not been so postponed.
INTEREST RATE SWAPS
In connection with the issuance of the Investor Certificates, the Banks
intend to cause the Trust to enter into one or more interest rate swaps (the
"Interest Rate Swaps"), under which the Trust will receive interest at a fixed
rate based on the Class A Accretion Rate and Class B Accretion Rate and will
pay interest at a floating rate based on the three-month London Interbank
Offered Rate ("LIBOR") for U.S. dollar deposits plus a spread of not more than
.10% with respect to a notional amount equal to the Class A Accreted Invested
Amount (the "Class A Swap Rate") and not more than .25% with respect to a
notional amount equal to the Class B Accreted Invested Amount (the "Class B
Swap Rate"). The failure of the swap counterparty to make any required
payments thereunder, any ratings downgrade with respect to the swap
counterparty or the termination of the Interest Rate Swaps will not be an
Early Amortization Event and will have no effect on the Trust's obligations to
make any required allocations, distributions or other payments to or for the
account of the Investor Certificateholders. The ratings of the Investor
Certificates (as described under "Summary of Series Terms--Class A Ratings"
and "--Class B Ratings") will not be dependent on the Interest Rate Swaps.
OPTIONAL TERMINATION
Notwithstanding anything to the contrary in the description of the
conditions to the Banks' option to repurchase the Certificateholders' Interest
or the purchase price for exercising such option under "Series Provisions--
Optional Termination; Final Payment of Principal" in the Prospectus, the Banks
will have such option on the Distribution Date occurring on or after the date
that the sum of the Invested Amount and the Enhancement Invested Amount, if
any, is reduced to 5% or less of the sum of the Class A Accreted Invested
Amount and the Class B Accreted Invested Amount. The purchase price will be
equal to the sum of the Invested Amount and the Enhancement Invested Amount,
if any, plus accrued and unpaid interest, if any, on the Outstanding Principal
Amount of the Class A Certificates at the Class A Accretion Rate and on the
Outstanding Principal Amount of the Class B Certificates at the Class B
Accretion Rate through the day preceding such Distribution Date.
S-30
<PAGE>
TAX MATTERS
The Investor Certificates will be issued with original issue discount
("OID") for Federal income tax purposes. Holders of Investor Certificates that
are United States investors will be required to include OID in income prior to
the receipt of cash attributable to such income, regardless of the holder's
method of accounting. The following discussion supplements the discussion in
the Prospectus under the heading "Tax Matters".
FEDERAL INCOME TAX CONSEQUENCES--UNITED STATES INVESTORS
Interest and OID Income to Investor Certificateholders
It is believed, and the following discussion assumes, that prior to an Early
Amortization Event or Accretion Termination Event, OID on the Investor
Certificates should be determined on the assumption that neither of such
events will occur and that the face amount of each Investor Certificate will
be paid in full on its Expected Final Payment Date. Alternative approaches are
possible but would not have a
material effect on the calculation of OID on Investor Certificates. Moreover,
except as otherwise provided, the discussion assumes that in fact no Early
Amortization Event or Accretion Termination Event will occur and that the face
amount of each Investor Certificate will be paid in full on its Expected Final
Payment Date.
The aggregate amount of OID on an Investor Certificate will be the excess of
its face amount over its "issue price". The issue price of an Investor
Certificate is the first price at which a substantial amount of Investor
Certificates of the same Class are sold (other than to underwriters, placement
agents or wholesalers).
In general, the rate at which the aggregate amount of OID on an Investor
Certificate must be taken into income by a holder is based on the "constant
yield" method. The result is increasing amounts of OID inclusions in income
during each year that the Investor Certificate remains outstanding until its
Expected Final Payment Date. The annual inclusion of OID during a taxable
period should approximate the increase in the Outstanding Principal Amount of
an Investor Certificate during that period.
The amount of OID includible in gross income by a holder of an Investor
Certificate is the sum of the "daily portions" of OID with respect to the
Investor Certificate for each day during the taxable year or portion of the
taxable year in which the holder holds such Investor Certificate ("accrued
OID"). The daily portion is determined by allocating to each day in any
"accrual period" a pro rata portion of the OID allocable to that accrual
period. Accrual periods with respect to an Investor Certificate may be any set
of periods (which may be of varying lengths) selected by the holder as long as
no accrual period is longer than one year, and as long as each scheduled
payment of principal or interest occurs on the first or last day of an accrual
period.
The amount of OID allocable to an accrual period equals the product of the
Investor Certificate's adjusted issue price at the beginning of the accrual
period and its yield to maturity (determined on the basis of compounding at
the close of each accrual period and properly adjusted for the length of the
accrual period). The "adjusted issue price" at the beginning of the first
accrual period is the issue price of the Investor Certificate. Assuming the
issue price of an Investor Certificate is equal to its initial Outstanding
Principal Amount, the yield to maturity should be equal to the Class A
Accretion Rate or Class B Accretion Rate, as applicable, adjusted for the
length of the accrual period. The adjusted issue price at the beginning of any
accrual period thereafter is the sum of the issue price and the accrued OID
for each prior accrual period (determined without regard to the amortization
of any premium or market discount, which are discussed below). The amount of
OID allocable to the final accrual period equals the face amount of the
Investor Certificate over the adjusted issue price as of the beginning of such
final accrual period.
S-31
<PAGE>
A holder that purchases an Investor Certificate on its original issuance for
an amount in excess of its issue price is permitted to reduce the daily
portions of OID by a fraction, the numerator of which is the excess of the
purchase price over the issue price, and the denominator of which is the total
amount of OID on the Investor Certificate as described above. A holder that
purchases an Investor Certificate on its original issuance for less than its
issue price will be subject to the market discount rules of the Code with
respect to such difference. Alternatively, an initial purchaser of an Investor
Certificate described in this paragraph may elect to compute OID accruals
under the usual rules as described above, treating the purchase price of the
Investor Certificate as its issue price (which election might cause the same
treatment to apply to other debt instruments held by the holder). Comparable
rules apply to subsequent purchasers of Investor Certificates.
OID included in income by an Investor Certificateholder will increase the
tax basis of the Investor Certificate, reducing the gain (or increasing the
loss) on a sale, disposition, or complete or partial retirement or redemption
of the Investor Certificate.
If an Investor Certificate is not paid in full on its Expected Final Payment
Date, or if an Early Amortization Event or an Accretion Termination Event
occurs, interest payments will be made currently and the Outstanding Principal
Amount will no longer increase. Such interest payments will not be taxable as
such when received or accrued. Rather, the interest will represent OID that
will be required to be accrued into income under the OID rules described above
based on a yield to maturity equal to the Class A Accretion Rate or Class B
Accretion Rate, as applicable. In effect, both cash and accrual method
taxpayers will be required to report such interest income on the accrual
method.
Tax reporting to the IRS and to Investor Certificateholders will include OID
reportable by Investor Certificateholders. However, the tax reporting may only
be accurate for original holders of Investor Certificates who purchased their
Investor Certificates on the issue date for the issue price. Other holders may
be required to make adjustments based on their own purchase date and purchase
price for Investor Certificates.
S-32
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the underwriting agreement
relating to the Class A Certificates (the "Class A Underwriting Agreement"),
the Banks have agreed to cause the Trust to sell to each of the underwriters
named below (the "Class A Underwriters"), and each of the Class A Underwriters
has severally agreed to purchase, the face amount of Class A Certificates set
forth opposite its name:
CLASS A CERTIFICATES
<TABLE>
<CAPTION>
FACE
CLASS A UNDERWRITERS AMOUNT
-------------------- --------------
<S> <C>
Goldman, Sachs & Co. ......................................... $ 200,000,000
Bear, Stearns & Co. Inc. ..................................... 200,000,000
Citibank, N.A. ............................................... 200,000,000
Lehman Brothers Inc. ......................................... 200,000,000
Salomon Brothers Inc ......................................... 200,000,000
--------------
Total.................................................... $1,000,000,000
==============
</TABLE>
In the Class A Underwriting Agreement, the several Class A Underwriters have
agreed, subject to the terms and conditions set forth therein, to purchase all
$1,000,000,000 aggregate face amount of the Class A Certificates offered
hereby if any Class A Certificates are purchased. In the event of default by
any Class A Underwriter, the Class A Underwriting Agreement provides that, in
certain circumstances, purchase commitments of the nondefaulting Class A
Underwriters may be increased or the Class A Underwriting Agreement may be
terminated. The Banks have been advised by the Class A Underwriters that the
several Class A Underwriters propose initially to offer the Class A
Certificates to the public at the public offering price set forth on the cover
page of this Prospectus Supplement, and to certain dealers at such price less
a concession not in excess of 0.2087% of the face amount of the Class A
Certificates. The Class A Underwriters may allow and such dealers may reallow
to other dealers a concession not in excess of 0.1124% of such face amount.
After the initial public offering, the public offering price and such
concessions may be changed.
Subject to the terms and conditions set forth in the underwriting agreement
relating to the Class B Certificates (the "Class B Underwriting Agreement";
the Class A Underwriting Agreement and the Class B Underwriting Agreement are
collectively referred to herein as the "Underwriting Agreements"), the Banks
have agreed to cause the Trust to sell to Goldman, Sachs & Co. (the "Class B
Underwriters"; the Class A Underwriters and the Class B Underwriters are
collectively referred to herein as the "Underwriters") and the Class B
Underwriters have agreed to purchase, all $64,000,000 aggregate face amount of
the Class B Certificates offered hereby if any Class B Certificates are
purchased. The Banks have been advised by the Class B Underwriters that the
Class B Underwriters propose initially to offer the Class B Certificates to
the public at the public offering price set forth on the cover page of this
Prospectus Supplement, and to certain dealers at such price less a concession
not in excess of 0.2224% of the face amount of the Class B Certificates. The
Class B Underwriters may allow and such dealers may reallow to other dealers a
concession not in excess of 0.1271% of such face amount. After the initial
public offering, the public offering price and such concessions may be
changed.
Each Underwriter that is a foreign broker or dealer not eligible for
membership in the National Association of Securities Dealers, Inc. (the
"NASD") has agreed not to make any sales within the United States, its
territories or possessions or to persons who are citizens thereof or residents
therein (other than certain sales made by the Underwriters as a group) except
that each such Underwriter shall be permitted to make sales to the other
Underwriters or to their United States affiliates provided that such sales are
made in compliance with applicable rules under the Exchange Act and in
conformity with the Rules of Fair Practice of the NASD.
S-33
<PAGE>
Each Underwriter will represent and agree that:
(a) it has complied and will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it in relation
to the Investor Certificates in, from or otherwise involving the United
Kingdom;
(b) it has only issued, distributed or passed on and will only issue,
distribute or pass on in the United Kingdom any document received by it in
connection with the issue of the Investor Certificates to a person who is
of a kind described in Article 11(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1996 or is a person to whom
such document may otherwise lawfully be issued, distributed or passed on;
(c) if it is an authorized person under Chapter III of Part I of the
Financial Services Act 1986, it has only promoted and will only promote (as
that term is defined in Regulation 1.02(2) of the Financial Services
(Promotion of Unregulated Schemes) Regulations 1991) to any person in the
United Kingdom the scheme described in this Prospectus Supplement and the
Prospectus if that person is a kind described either in section 76(2) of
the Financial Services Act 1986 or in Regulation 1.04 of the Financial
Services (Promotion of Unregulated Schemes) Regulations 1991; and
(d) it is a person of a kind described in Article 11(3) of the Financial
Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996.
The Underwriting Agreements provide that the Banks will indemnify the
Underwriters against certain liabilities, including liabilities under
applicable securities laws, or contribute to payments the Underwriters may be
required to make in respect thereof.
The closing of the sale of each class of Investor Certificates is
conditioned upon the closing of the sale of the other class.
Citibank, N.A. is an affiliate of the Banks.
LEGAL MATTERS
Certain legal matters relating to the Investor Certificates will be passed
upon for the Banks and the Trust by Stephen E. Dietz, an Associate General
Counsel of Citibank, N.A., and for the Underwriters by Cravath, Swaine &
Moore, New York, New York. Mr. Dietz owns or has the right to acquire a number
of shares of common stock of Citicorp equal to less than .01% of the
outstanding common stock of Citicorp. Certain federal income tax and ERISA
matters will be passed upon for the Banks and the Trust by Cravath, Swaine &
Moore, New York, New York and certain South Dakota tax matters will be passed
upon for the Banks and the Trust by Davenport, Evans, Hurwitz & Smith, L.L.P.,
Sioux Falls, South Dakota.
S-34
<PAGE>
GLOSSARY SUPPLEMENT
<TABLE>
<S> <C>
Accretion Termination Event................................................ S-10
Accumulation Period........................................................ S-10
Accumulation Period Length................................................. S-29
Banks...................................................................... S-1
Cash Collateral Account.................................................... S-8
Cedel...................................................................... S-1
Citibank (Nevada).......................................................... S-1
Citibank (South Dakota).................................................... S-1
Class A Accreted Invested Amount........................................... S-23
Class A Accretion Rate..................................................... S-3
Class A Certificates....................................................... S-1
Class A Controlled Amortization Amount..................................... S-4
Class A Enhancement........................................................ S-4
Class A ERISA Eligibility.................................................. S-5
Class A Expected Final Payment Date........................................ S-2
Class A Face Amount........................................................ S-3
Class A Initial Invested Amount............................................ S-3
Class A Invested Amount.................................................... S-23
Class A Investment Fee..................................................... S-4
Class A Monthly Accretion Amount........................................... S-23
Class A Monthly Accretion Dates............................................ S-3
Class A Monthly Interest................................................... S-24
Class A Ratings............................................................ S-5
Class A Swap Rate.......................................................... S-30
Class A Underwriters....................................................... S-33
Class A Underwriting Agreement............................................. S-33
Class B Accreted Invested Amount........................................... S-23
Class B Accretion Rate..................................................... S-6
Class B Certificates....................................................... S-1
Class B Enhancement........................................................ S-6
Class B ERISA Eligibility.................................................. S-7
Class B Expected Final Payment Date........................................ S-2
Class B Face Amount........................................................ S-5
Class B Initial Invested Amount............................................ S-6
Class B Invested Amount.................................................... S-23
Class B Monthly Accretion Amount........................................... S-24
Class B Monthly Accretion Dates............................................ S-4
Class B Monthly Interest................................................... S-24
Class B Ratings............................................................ S-7
Class B Swap Rate.......................................................... S-30
Class B Underwriters....................................................... S-33
Class B Underwriting Agreement............................................. S-33
Credit Enhancement......................................................... S-8
Distribution Date.......................................................... S-3
DTC........................................................................ S-1
Euroclear.................................................................. S-1
Group One.................................................................. S-10
Initial Available Class B Enhancement Amount............................... S-7
Initial Available Shared Enhancement Amount................................ S-5
Initial Cash Collateral Amount............................................. S-8
</TABLE>
S-35
<PAGE>
<TABLE>
<S> <C>
Initial Class B Enhancement Amount......................................... S-8
Initial Shared Enhancement Amount.......................................... S-8
Interchange................................................................ S-19
Interest Rate Swaps........................................................ S-30
Investor Certificates...................................................... S-1
LIBOR...................................................................... S-30
NASD....................................................................... S-33
Net Servicing Fee Rate..................................................... S-11
OID........................................................................ S-10
Outstanding Principal Amount............................................... S-24
Portfolio.................................................................. S-13
Receivables................................................................ S-11
Required Minimum Principal Balance......................................... S-24
Revolving Period........................................................... S-11
Series Adjusted Invested Amount............................................ S-24
Series Cut-Off Date........................................................ S-11
Series Issuance Date....................................................... S-11
Series Termination Date.................................................... S-12
Servicer Interchange Rate.................................................. S-11
Servicing Compensation..................................................... S-11
Summary of Series Terms.................................................... S-3
Trust...................................................................... S-1
Trust Cut-Off Date......................................................... S-16
Underwriters............................................................... S-33
Underwriting Agreements.................................................... S-33
</TABLE>
S-36
<PAGE>
ANNEX I
PRIOR ISSUANCES OF INVESTOR CERTIFICATES
The tables below set forth the principal characteristics of the Credit Card
Participation Certificates, Series 1991-3, 1991-6, 1992-1, 1992-3, 1993-1,
1993-2, 1993-3, 1994-2, 1994-3, 1994-A, 1994-4, 1995-1, 1995-3, 1995-4, 1995-
5, 1995-6, 1995-A, 1995-J1, 1995-7, 1995-8, 1995-9, 1995-10, 1995-11, 1996-1,
1996-2, 1996-3, 1996-4, 1996-5, 1996-6, 1997-1, 1997-2, 1997-3, 1997-4 and
1997-5 the only other Series heretofore issued by the Trust and still
outstanding. For more specific information with respect to any Series, any
prospective investor should contact the Servicer at (718) 248-5163. The
Servicer will provide, without charge, to any prospective purchaser of
Investor Certificates, a copy of the Disclosure Documents for any previous or
concurrent publicly issued Series.
1. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1991-3
Group...................................................................... One
Class A Invested Amount........................................... $875,000,000
Class B Invested Amount........................................... $109,000,000
Class A Certificate Rate...................................... 8 7/8% per annum
Class B Certificate Rate...................................... 9 1/4% per annum
Class A Expected Final Payment Date................ July 1998 Distribution Date
Class B Expected Final Payment Date........... September 1998 Distribution Date
Initial Cash Collateral Amount..................................... $68,880,000
Series Servicing Fee Rate*..................................... 1.87% per annum
Series Termination Date....................... September 1999 Distribution Date
Series Issuance Date............................................. June 27, 1991
2. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1991-6
Group...................................................................... One
Class A Invested Amount........................................... $850,000,000
Class B Invested Amount........................................... $105,500,000
Class A Certificate Rate...................................... 7.875% per annum
Class B Certificate Rate...................................... 8.350% per annum
Class A Expected Final Payment Date............ November 1998 Distribution Date
Class B Expected Final Payment Date............. January 1999 Distribution Date
Initial Cash Collateral Amount..................................... $47,775,000
Stated L/C Amount.................................................. $19,110,000
Series Servicing Fee Rate*..................................... 1.87% per annum
Series Termination Date......................... January 2000 Distribution Date
Series Issuance Date......................................... November 20, 1991
- --------
* With respect to Series 1991-3 through Series 1992-3, the Series Servicing
Fee did not include any Servicer Interchange or similar amount. As a result,
the term "Portfolio Yield", when used with respect to any such Series, would
not be reduced by the amount of any Servicer Interchange or similar amount
with respect to any Series. See "Special Considerations--Master Trust
Considerations--The Ability of Citibank (South Dakota) to Change Terms of
the Accounts" in the Prospectus.
I-1
<PAGE>
3. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1992-1
Group....................................................................... One
Class A Invested Amount.......................................... $1,550,000,000
Class B Invested Amount............................................ $134,800,000
Class A Certificate Rate.......................................... Floating Rate
Class B Certificate Rate....................................... 6 1/4% per annum
Class A Expected Final Payment Date............... August 1997 Distribution Date
Class B Expected Final Payment Date............ September 1997 Distribution Date
Initial Cash Collateral Amount...................................... $80,300,000
Stated L/C Amount................................................... $25,000,000
Series Servicing Fee Rate*...................................... 1.87% per annum
Series Termination Date........................ September 1998 Distribution Date
Series Issuance Date............................................ August 20, 1992
4. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1992-3
Group....................................................................... One
Class A Invested Amount.......................................... $1,250,000,000
Class B Invested Amount............................................. $80,000,000
Class A Certificate Rate.......................................... Floating Rate
Class B Certificate Rate.......................................... Floating Rate
Class A Expected Final Payment Date................. September 1997 Payment Date
Class B Expected Final Payment Date................... October 1997 Payment Date
Initial Shared Enhancement Amount................................... $66,500,000
Initial Class B Enhancement Amount.................................. $26,600,000
Series Servicing Fee Rate*...................................... 1.87% per annum
Series Termination Date............................... October 1998 Payment Date
Series Issuance Date......................................... September 30, 1992
5. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1993-1
Group....................................................................... One
Maximum Class A Invested Amount.................................... $850,000,000
Class B Invested Amount............................................. $74,000,000
Class A Certificate Rate.......................................... Floating Rate
Class B Certificate Rate....................................... 5 1/2% per annum
Class A Expected Final Payment Date............... August 1997 Distribution Date
Class B Expected Final Payment Date............ September 1997 Distribution Date
Stated L/C Amount................................................... $55,440,000
Series Servicing Fee Rate....................................... 0.37% per annum
Series Termination Date........................ September 1998 Distribution Date
Series Issuance Date............................................ August 11, 1993
I-2
<PAGE>
6. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1993-2
Group....................................................................... One
Class A Invested Amount............................................ $750,000,000
Class B Invested Amount............................................. $48,000,000
Class A Certificate Rate........................................ 5.95% per annum
Class B Certificate Rate........................................ 6.15% per annum
Class A Expected Final Payment Date............ September 2003 Distribution Date
Class B Expected Final Payment Date.............. October 2003 Distribution Date
Initial Shared Enhancement Amount................................... $39,900,000
Initial Class B Enhancement Amount.................................. $15,960,000
Series Servicing Fee Rate....................................... 0.37% per annum
Series Termination Date.......................... October 2004 Distribution Date
Series Issuance Date.......................................... September 2, 1993
7. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1993-3
Group....................................................................... One
Class A Invested Amount............................................ $750,000,000
Class B Invested Amount............................................. $48,000,000
Class A Certificate Rate........................................ 5.50% per annum
Class B Certificate Rate........................................ 5.70% per annum
Class A Expected Final Payment Date.............. January 1999 Distribution Date
Class B Expected Final Payment Date............. February 1999 Distribution Date
Initial Shared Enhancement Amount................................... $39,900,000
Initial Class B Enhancement Amount.................................. $15,960,000
Series Servicing Fee Rate....................................... 0.37% per annum
Series Termination Date......................... February 2000 Distribution Date
Series Issuance Date.......................................... December 21, 1993
8. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1994-2
Group....................................................................... One
Class A Invested Amount............................................ $940,000,000
Class B Invested Amount............................................. $60,000,000
Class A Certificate Rate........................................ 7.25% per annum
Class B Certificate Rate........................................ 7.50% per annum
Class A Expected Final Payment Date................ April 2006 Distribution Date
Class B Expected Final Payment Date................ April 2006 Distribution Date
Initial Shared Enhancement Amount................................... $50,000,000
Initial Class B Enhancement Amount.................................. $20,000,000
Series Servicing Fee Rate....................................... 0.37% per annum
Series Termination Date............................ April 2008 Distribution Date
Series Issuance Date............................................. March 30, 1994
I-3
<PAGE>
9. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1994-3
Group...................................................................... One
Class A Invested Amount........................................... $500,000,000
Class B Invested Amount............................................ $32,000,000
Class A Certificate Rate....................................... 6.80% per annum
Class B Certificate Rate....................................... 7.00% per annum
Class A Expected Final Payment Date............... April 1999 Distribution Date
Class B Expected Final Payment Date............... April 1999 Distribution Date
Initial Shared Enhancement Amount.................................. $26,600,000
Initial Class B Enhancement Amount................................. $10,640,000
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date........................... April 2001 Distribution Date
Series Issuance Date............................................ April 14, 1994
10. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1994-A
Group.................................................................. One
Class A Invested Amount....................................... $350,000,000
Class B Invested Amount........................................ $22,400,000
Class A Certificate Rate.................................. 7.875% per annum
Class B Certificate Rate..................................... Floating Rate
Class A Expected Final Payment Date........ December 1997 Distribution Date
Class B Expected Final Payment Date........ December 1997 Distribution Date
Initial Shared Enhancement Amount.............................. $18,620,000
Initial Class B Enhancement Amount.............................. $7,448,000
Series Servicing Fee Rate.................................. 0.37% per annum
Series Termination Date.................... December 1999 Distribution Date
Series Issuance Date...................................... December 7, 1994
11. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1994-4
Group.................................................................. One
Class A Invested Amount....................................... $750,000,000
Class B Invested Amount........................................ $48,000,000
Class A Certificate Rate................................... 8.25% per annum
Class B Certificate Rate..................................... Floating Rate
Class A Expected Final Payment Date........ November 2001 Distribution Date
Class B Expected Final Payment Date........ November 2001 Distribution Date
Initial Shared Enhancement Amount.............................. $39,900,000
Initial Class B Enhancement Amount............................. $15,960,000
Series Servicing Fee Rate.................................. 0.37% per annum
Series Termination Date.................... November 2003 Distribution Date
Series Issuance Date..................................... December 14, 1994
I-4
<PAGE>
12. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-1
Group...................................................................... One
Class A Invested Amount........................................... $625,000,000
Class B Invested Amount............................................ $40,000,000
Class A Certificate Rate....................................... 8.25% per annum
Class B Certificate Rate....................................... 8.45% per annum
Class A Expected Final Payment Date............. January 2005 Distribution Date
Class B Expected Final Payment Date............. January 2005 Distribution Date
Initial Shared Enhancement Amount.................................. $33,250,000
Initial Class B Enhancement Amount................................. $13,300,000
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date......................... January 2007 Distribution Date
Series Issuance Date.......................................... January 20, 1995
13. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-3
Group...................................................................... One
Class A Invested Amount........................................... $625,000,000
Class B Invested Amount............................................ $40,000,000
Class A Certificate Rate....................................... 7.85% per annum
Class B Certificate Rate......................................... Floating Rate
Class A Expected Final Payment Date............ February 2000 Distribution Date
Class B Expected Final Payment Date............ February 2000 Distribution Date
Initial Shared Enhancement Amount.................................. $33,250,000
Initial Class B Enhancement Amount................................. $13,300,000
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date........................ February 2002 Distribution Date
Series Issuance Date......................................... February 16, 1995
14. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-4
Group...................................................................... One
Class A Invested Amount......................................... $1,000,000,000
Class B Invested Amount............................................ $64,000,000
Class A Certificate Rate......................................... Floating Rate
Class B Certificate Rate....................................... 7.65% per annum
Class A Expected Final Payment Date................. February 1998 Payment Date
Class B Expected Final Payment Date................. February 1998 Payment Date
Initial Shared Enhancement Amount.................................. $53,200,000
Initial Class B Enhancement Amount................................. $21,280,000
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date............................. February 2000 Payment Date
Series Issuance Date......................................... February 23, 1995
I-5
<PAGE>
15. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-5
Group...................................................................... One
Class A Invested Amount......................................... $1,000,000,000
Class B Invested Amount............................................ $64,000,000
Class A Certificate Rate......................................... Floating Rate
Class B Certificate Rate......................................... Floating Rate
Class A Expected Final Payment Date................. May 1998 Distribution Date
Class B Expected Final Payment Date................. May 1998 Distribution Date
Initial Shared Enhancement Amount.................................. $53,200,000
Initial Class B Enhancement Amount................................. $21,280,000
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date............................. May 2000 Distribution Date
Series Issuance Date............................................... May 9, 1995
16. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-6
Group...................................................................... One
Class A Invested Amount........................................... $750,000,000
Class B Invested Amount............................................ $48,000,000
Class A Certificate Rate....................................... 6.75% per annum
Class B Certificate Rate....................................... 6.90% per annum
Class A Expected Final Payment Date................ June 1998 Distribution Date
Class B Expected Final Payment Date................ June 1998 Distribution Date
Initial Shared Enhancement Amount.................................. $39,900,000
Initial Class B Enhancement Amount................................. $15,960,000
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date............................ June 2000 Distribution Date
Series Issuance Date.............................................. May 11, 1995
17. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-A
Group...................................................................... One
Class A Invested Amount........................................... $300,000,000
Class B Invested Amount............................................ $19,150,000
Class A Certificate Rate......................................... Floating Rate
Class B Certificate Rate......................................... Floating Rate
Class A Expected Final Payment Date................ September 1998 Payment Date
Class B Expected Final Payment Date................ September 1998 Payment Date
Initial Shared Enhancement Amount.................................. $15,957,500
Initial Class B Enhancement Amount.................................. $6,383,000
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date............................ September 2000 Payment Date
Series Issuance Date............................................ August 2, 1995
I-6
<PAGE>
18. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-J1
Group...................................................................... One
Class A Invested Amount........................................... $340,715,503
Class B Invested Amount............................................ $21,750,000
Class A Certificate Rate...................................... 6.483% per annum
Class B Certificate Rate......................................... Floating Rate
Class A Expected Final Payment Date.............. August 2000 Distribution Date
Class B Expected Final Payment Date.............. August 2000 Distribution Date
Initial Shared Enhancement Amount.................................. $18,123,276
Initial Class B Enhancement Amount.................................. $7,249,310
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date.......................... August 2002 Distribution Date
Series Issuance Date............................................ August 7, 1995
19. CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-7
Group.......................................................................One
Maximum Allocable Invested Amount................................$3,000,000,000
Certificate Rate..................................................Floating Rate
Required Available Cash Collateral Amount.......7.75% of the Allocable Invested
Amount
Series Servicing Fee Rate.......................................0.37% per annum
Earliest Possible Series Termination Date.........August 2001 Distribution Date
Series Issuance Date............................................August 17, 1995
20. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-8
Group.......................................................................One
Class A Invested Amount............................................$400,000,000
Class B Invested Amount.............................................$25,540,000
Class A Certificate Rate........................................6.70% per annum
Class B Certificate Rate........................................6.85% per annum
Class A Expected Final Payment Date............September 2000 Distribution Date
Class B Expected Final Payment Date............September 2000 Distribution Date
Earliest Possible Initial Principal Payment Date....September 1998 Distribution
Date
Initial Shared Enhancement Amount...................................$21,277,000
Initial Class B Enhancement Amount...................................$8,510,800
Series Servicing Fee Rate.......................................0.37% per annum
Series Termination Date........................September 2002 Distribution Date
Series Issuance Date..........................................September 7, 1995
I-7
<PAGE>
21. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-9
Group.......................................................................One
Class A Invested Amount............................................$500,000,000
Class B Invested Amount.............................................$32,000,000
Class A Certificate Rate........................................6.55% per annum
Class B Certificate Rate........................................6.65% per annum
Class A Expected Final Payment Date..............October 2005 Distribution Date
Class B Expected Final Payment Date..............October 2005 Distribution Date
Initial Shared Enhancement Amount...................................$26,600,000
Initial Class B Enhancement Amount..................................$10,640,000
Series Servicing Fee Rate.......................................0.37% per annum
Series Termination Date..........................October 2007 Distribution Date
Series Issuance Date...........................................October 13, 1995
22. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-10
Group.......................................................................One
Class A Invested Amount............................................$750,000,000
Class B Invested Amount.............................................$48,000,000
Class A Certificate Rate........................................5.90% per annum
Class B Certificate Rate........................................6.05% per annum
Class A Expected Final Payment Date.............February 1999 Distribution Date
Class B Expected Final Payment Date.............February 1999 Distribution Date
Initial Shared Enhancement Amount...................................$39,900,000
Initial Class B Enhancement Amount..................................$15,960,000
Series Servicing Fee Rate.......................................0.37% per annum
Series Termination Date.........................February 2001 Distribution Date
Series Issuance Date..........................................November 16, 1995
23. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-11
Group.......................................................................One
Class A Invested Amount............................................$625,000,000
Class B Invested Amount.............................................$40,000,000
Class A Certificate Rate..........................................Floating Rate
Class B Certificate Rate..........................................Floating Rate
Class A Expected Final Payment Date..................November 1998 Payment Date
Class B Expected Final Payment Date..................November 1998 Payment Date
Initial Shared Enhancement Amount...................................$33,250,000
Initial Class B Enhancement Amount..................................$13,300,000
Series Servicing Fee Rate.......................................0.37% per annum
Series Termination Date..............................November 2000 Payment Date
Series Issuance Date..........................................November 29, 1995
I-8
<PAGE>
24. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1996-1
Group.......................................................................One
Class A Face Amount(1)...........................................$1,000,000,000
Class B Face Amount(1)..............................................$64,000,000
Class A Initial Invested Amount....................................$748,172,375
Class B Initial Invested Amount.....................................$47,532,597
Class A Invested Amount as of the July 1997 Distribution Date......$813,019,099
Class B Invested Amount as of the July 1997 Distribution Date.......$51,761,231
Class A Certificate Rate............................................Zero Coupon
Class B Certificate Rate............................................Zero Coupon
Class A Accretion Rate.......................................5.79069% per annum
Class B Accretion Rate......................................5.937664% per annum
Class A Expected Final Payment Date.............February 2001 Distribution Date
Class B Expected Final Payment Date.............February 2001 Distribution Date
Initial Shared Enhancement Amount...................................$53,200,000
Initial Class B Enhancement Amount..................................$21,280,000
Series Servicing Fee Rate.......................................0.37% per annum
Series Termination Date.........................February 2003 Distribution Date
Series Issuance Date...........................................January 29, 1996
25. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1996-2
Group.......................................................................One
Class A Invested Amount............................................$500,000,000
Class B Invested Amount.............................................$32,000,000
Class A Certificate Rate.......................................5.625% per annum
Class B Certificate Rate..........................................Floating Rate
Class A Expected Final Payment Date.....................March 2001 Payment Date
Class B Expected Final Payment Date.....................March 2001 Payment Date
Initial Shared Enhancement Amount...................................$26,600,000
Initial Class B Enhancement Amount..................................$10,640,000
Series Servicing Fee Rate.......................................0.37% per annum
Series Termination Date.................................March 2003 Payment Date
Series Issuance Date...............................................March 7,1996
26. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1996-3
Group.......................................................................One
Class A Invested Amount............................................$664,761,018
Class B Invested Amount.............................................$42,440,000
Class A Certificate Rate..........................................Floating Rate
Class B Certificate Rate..........................................Floating Rate
Class A Expected Final Payment Date.......................May 1999 Payment Date
Class B Expected Final Payment Date..................May 1999 Distribution Date
Initial Shared Enhancement Amount...................................$35,360,051
Initial Class B Enhancement Amount..................................$14,144,020
Series Servicing Fee Rate.......................................0.37% per annum
Series Termination Date...................................May 2001 Payment Date
Series Issuance Date...............................................May 15, 1996
- --------
(1) Indicates amount payable to the Certificateholders at maturity assuming,
among other things, that (a) neither an Early Amortization Event nor an
Accretion Termination Event occurs and (b) the monthly accretion amount
with respect to each Class of Investor Certificates is fully funded each
month prior to the Expected Final Payment Date for such Class.
I-9
<PAGE>
27. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1996-4
Group........................................................................One
Class A Invested Amount.............................................$675,082,698
Class B Invested Amount..............................................$43,200,000
Class A Certificate Rate...........................................Floating Rate
Class B Certificate Rate...........................................Floating Rate
Class A Expected Final Payment Date.....................August 2001 Payment Date
Class B Expected Final Payment Date................August 2001 Distribution Date
Initial Shared Enhancement Amount....................................$35,914,135
Initial Class B Enhancement Amount...................................$14,365,654
Series Servicing Fee Rate........................................0.37% per annum
Series Termination Date.................................August 2003 Payment Date
Series Issuance Date.............................................August 22, 1996
28. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1996-5
Group........................................................................One
Class A Invested Amount.............................................$750,000,000
Class B Invested Amount..............................................$48,000,000
Class A Certificate Rate...........................................Floating Rate
Class B Certificate Rate...........................................Floating Rate
Class A Expected Final Payment Date..................September 2003 Payment Date
Class B Expected Final Payment Date..................September 2003 Payment Date
Initial Shared Enhancement Amount....................................$39,900,000
Initial Class B Enhancement Amount...................................$15,960,000
Series Servicing Fee Rate........................................0.37% per annum
Series Termination Date..............................September 2005 Payment Date
Series Issuance Date.............................................August 29, 1996
29. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1996-6
Group........................................................................One
Class A Invested Amount.............................................$940,000,000
Class B Invested Amount..............................................$60,000,000
Class A Certificate Rate...........................................Floating Rate
Class B Certificate Rate...........................................Floating Rate
Class A Expected Final Payment Date...................December 2006 Payment Date
Class B Expected Final Payment Date...................December 2006 Payment Date
Initial Shared Enhancement Amount....................................$50,000,000
Initial Class B Enhancement Amount...................................$20,000,000
Series Servicing Fee Rate........................................0.37% per annum
Series Termination Date...............................December 2008 Payment Date
Series Issuance Date............................................December 3, 1996
I-10
<PAGE>
30. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1997-1
Group........................................................................One
Class A Invested Amount.............................................$250,000,000
Class B Invested Amount..............................................$16,000,000
Class A Certificate Rate.........................................6.25% per annum
Class B Certificate Rate...........................................Floating Rate
Class A Expected Final Payment Date..............February 2000 Distribution Date
Class B Expected Final Payment Date..............February 2000 Distribution Date
Initial Shared Enhancement Amount....................................$13,300,000
Initial Class B Enhancement Amount....................................$5,320,000
Series Servicing Fee Rate........................................0.37% per annum
Series Termination Date..........................February 2002 Distribution Date
Series Issuance Date...........................................February 10, 1997
31. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1997-2
Group........................................................................One
Class A Invested Amount.............................................$750,000,000
Class B Invested Amount..............................................$48,000,000
Class A Certificate Rate.........................................6.55% per annum
Class B Certificate Rate.........................................6.70% per annum
Class A Expected Final Payment Date..............February 2002 Distribution Date
Class B Expected Final Payment Date..............February 2002 Distribution Date
Initial Shared Enhancement Amount....................................$39,900,000
Initial Class B Enhancement Amount...................................$15,960,000
Series Servicing Fee Rate........................................0.37% per annum
Series Termination Date..........................February 2004 Distribution Date
Series Issuance Date............................................January 28, 1997
32. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1997-3
Group........................................................................One
Class A Invested Amount.............................................$400,000,000
Class B Invested Amount..............................................$25,540,000
Class A Certificate Rate........................................6.839% per annum
Class B Certificate Rate....................................... 6.989% per annum
Class A Expected Final Payment Date......February 2002 Distribution Date Class B
Expected Final Payment Date......................February 2002 Distribution Date
Earliest Possible Initial Principal Payment Date......February 2000 Distribution
Date
Initial Shared Enhancement Amount....................................$21,277,000
Initial Class B Enhancement Amount....................................$8,510,800
Series Servicing Fee Rate........................................0.37% per annum
Series Termination Date..........................February 2004 Distribution Date
Series Issuance Date...........................................February 10, 1997
I-11
<PAGE>
33. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1997-4
Group....................................................................... One
Class A Invested Amount............................................ $750,000,000
Class B Invested Amount............................................. $48,000,000
Class A Certificate Rate.......................................... Floating Rate
Class B Certificate Rate.......................................... Floating Rate
Class A Expected Final Payment Date................ March 2009 Distribution Date
Class B Expected Final Payment Date................ March 2009 Distribution Date
Initial Shared Enhancement Amount................................... $39,900,000
Initial Class B Enhancement Amount.................................. $15,960,000
Series Servicing Fee Rate....................................... 0.37% per annum
Series Termination Date............................ March 2011 Distribution Date
Series Issuance Date.......................................... February 20, 1997
34. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1997-5
Group....................................................................... One
Class A Invested Amount............................................ $567,375,887
Class B Invested Amount............................................. $36,342,987
Class A Certificate Rate........................................ 5.75% per annum
Class B Certificate Rate........................................ 6.00% per annum
Class A Expected Final Payment Date...................... July 2007 Payment Date
Class B Expected Final Payment Date...................... July 2007 Payment Date
Initial Shared Enhancement Amount................................... $30,185,944
Initial Class B Enhancement Amount.................................. $12,074,377
Series Servicing Fee Rate....................................... 0.37% per annum
Series Termination Date.................................. July 2009 Payment Date
Series Issuance Date.............................................. July 24, 1997
I-12
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY REF-
ERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IN CONNEC-
TION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT NOR THE AC-
COMPANYING PROSPECTUS NOR ANY SALE MADE HEREUNDER AND THEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF CITIBANK (SOUTH DAKOTA), N.A. OR CITIBANK (NEVADA), NATIONAL ASSO-
CIATION OR IN THE RECEIVABLES OR THE ACCOUNTS SINCE THE DATE HEREOF. THIS PRO-
SPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER
OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS
NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
---------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Summary of Series Terms................................................... S-3
The Credit Card Business of Citibank
(South Dakota)........................................................... S-13
The Accounts.............................................................. S-16
The Banks................................................................. S-23
Supplemental Series Provisions............................................ S-23
Tax Matters............................................................... S-30
Underwriting.............................................................. S-33
Legal Matters............................................................. S-34
Glossary Supplement....................................................... S-35
Annex I: Prior Issuances of Investor Certificates......................... I-1
PROSPECTUS
Available Information..................................................... 2
Reports to Certificateholders............................................. 2
Incorporation of Certain Documents by Reference........................... 2
Prospectus Summary........................................................ 3
Special Considerations.................................................... 13
The Banks................................................................. 21
Use of Proceeds........................................................... 21
The Trust................................................................. 21
Master Trust Provisions................................................... 22
Series Provisions......................................................... 28
The Pooling Agreement Generally........................................... 55
Certain Legal Aspects of the Receivables.................................. 68
Tax Matters............................................................... 70
ERISA Considerations...................................................... 74
Plan of Distribution...................................................... 76
Legal Matters............................................................. 77
Glossary.................................................................. 78
Annex I: Global Clearance, Settlement and Tax Documentation Procedures.... I-1
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
CITIBANK CREDIT CARD MASTER TRUST I
$1,000,000,000
ZERO COUPON CLASS A CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1997-6
$64,000,000
ZERO COUPON CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1997-6
CITIBANK (SOUTH DAKOTA), N.A.
SELLER AND SERVICER
CITIBANK (NEVADA), NATIONAL ASSOCIATION
SELLER
---------------------------
PROSPECTUS SUPPLEMENT
---------------------------
Underwriters of the Class A Certificates
GOLDMAN, SACHS & CO.
BEAR, STEARNS & CO. INC.
CITIBANK
LEHMAN BROTHERS
SALOMON BROTHERS INC
Underwriters of the Class B Certificates
GOLDMAN, SACHS & CO.
DATED JULY 31, 1997
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
