SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Fiscal Year ended:December 31, 1996 Commission file numbers:33-38312,
33-41054, 33-41055, 33-42235,
33-43575, 33-43576, 33-47657,
33-48148, 33-52152, 33-62180,
33-77802, 33-84834, 33-97664 and
33-99328
Citibank (South Dakota), N.A.
on behalf of
Citibank Credit Card Master Trust I
(Issuer in respect of the Citibank Credit Card Master Trust I
8 7/8% Class A Credit Card Participation Certificates, Series 1991-3
9 1/4% Class B Credit Card Participation Certificates, Series 1991-3
7.875% Class A Credit Card Participation Certificates, Series 1991-6
8.350% Class B Credit Card Participation Certificates, Series 1991-6
6 1/4% Class B Credit Card Participation Certificates, Series 1992-1
Floating Rate Class A Credit Card Participation Certificates, Series 1992-3
Floating Rate Class B Credit Card Participation Certificates, Series 1992-3
5 1/2% Class B Credit Card Participation Certificates, Series 1993-1
5.95% Class A Credit Card Participation Certificates, Series 1993-2
6.15% Class B Credit Card Participation Certificates, Series 1993-2
5.50% Class A Credit Card Participation Certificates, Series 1993-3
5.70% Class B Credit Card Participation Certificates, Series 1993-3
7.25% Class A Credit Card Participation Certificates, Series 1994-2
7.50% Class B Credit Card Participation Certificates, Series 1994-2
6.80% Class A Credit Card Participation Certificates, Series 1994-3
7.00% Class B Credit Card Participation Certificates, Series 1994-3
8.25% Class A Credit Card Participation Certificates, Series 1994-4
8.25% Class A Credit Card Participation Certificates, Series 1995-1
8.45% Class B Credit Card Participation Certificates, Series 1995-1
7.85% Class A Credit Card Participation Certificates, Series 1995-3
Floating Rate Class A Credit Card Participation Certificates, Series 1995-4
7.65% Class B Credit Card Participation Certificates, Series 1995-4
Floating Rate Class A Credit Card Participation Certificates, Series 1995-5
6.75% Class A Credit Card Participation Certificates, Series 1995-6
6.90% Class B Credit Card Participation Certificates, Series 1995-6
6.70% Class A Credit Card Participation Certificates, Series 1995-8
6.85% Class B Credit Card Participation Certificates, Series 1995-8
6.55% Class A Credit Card Participation Certificates, Series 1995-9
6.65% Class B Credit Card Participation Certificates, Series 1995-9
5.90% Class A Credit Card Participation Certificates, Series 1995-10
6.05% Class B Credit Card Participation Certificates, Series 1995-10
Floating Rate Class A Credit Card Participation Certificates, Series 1995-11
Zero Coupon Class A Credit Card Participation Certificates, Series 1996-1
Zero Coupon Class B Credit Card Participation Certificates, Series 1996-1
Floating Rate Class A Credit Card Participation Certificates, Series 1996-5
Floating Rate Class B Credit Card Participation Certificates, Series 1996-5
Floating Rate Class A Credit Card Participation Certificates, Series 1996-6
Floating Rate Class B Credit Card Participation Certificates, Series 1996-6
(collectively, the "Certificates"))
(Exact name of registrant as specified in its charter)
United States of America 46-0358360
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
701 East 60th Street, North
Sioux Falls, South Dakota 57117
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (605) 331-2626
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Forms 8-A were filed with the Securities and Exchange Commission (the
"Commission") registering each Series of the Certificates pursuant to Section
12(g) of the Securities Exchange Act of 1934 (the "Act").
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
"Act") during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X(*). No .
---- ----
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked price of such
stock, as of a specified date within 60 days prior to the date of filing. (See
definition of affiliate in Rule 405, 17 C.F.R. 230.405):
NOT APPLICABLE.
[cover page 2 of 2 pages]
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(*) On April 28, 1989, the registrant was issued a no-action letter (the
"No-Action Letter") by the Commission with respect to certain of the
registrant's reporting requirements pursuant to Section 13 or 15(d) of the Act.
This Form 10-K has been prepared in accordance with the terms of such No-Action
Letter.
<PAGE>
PART I
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Item 1. Business.
Omitted pursuant to the No-Action Letter.
Item 2. Properties.
Pursuant to Section 3.06 of the Pooling and Servicing Agreement (the
"Pooling Agreement") dated as of May 29, 1991 relating to the Citibank Credit
Card Master Trust I, formerly known as Standard Credit Card Master Trust I (the
"Trust") among Citibank (South Dakota), N.A. ("CBSD"), Citibank (Nevada),
National Association ("CBNV", CBSD and CBNV collectively, the "Banks") and
Yasuda Bank and Trust Company (U.S.A.), as trustee (the "Trustee"), KPMG Peat
Marwick LLP has performed certain procedures in connection with the Monthly
Servicer's Certificates (the "Monthly Certificates") for the months of January
1996 through December 1996. The Monthly Certificates contain information
relating to the receivables (the "Receivables") and the accounts from which the
Receivables arise (the "Accounts") and are prepared by the Servicer and
delivered to the Trustee pursuant to Section 3.04(b) of the Pooling Agreement.
The reports issued by KPMG Peat Marwick LLP in connection with the servicing
activities of CBSD, as servicer (in such capacity, the "Servicer"), are attached
hereto as Exhibit 99.1. The Monthly Certificates containing information relating
to the Receivables and the Accounts for the Due Periods ending in January 1996
through December 1996 are incorporated by reference from the registrant's
Current Reports on Form 8-K filed with the Commission on November 6, 1996,
November 1, 1996, October 30, 1996, June 11, 1996, July 15, 1996, August 13,
1996, September 12, 1996, October 15, 1996, October 28, 1996, November 22, 1996,
December 27, 1996 and January 29, 1997, respectively. In addition, the
registrant's Current Report on Form 8-K filed with the Commission on January 17,
1997 containing certain financial information as of December 31, 1996 with
regard to the Trust, the Receivables and the Accounts is incorporated by
reference.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings involving
the Trust, CBSD, CBNV or the Trustee (in its capacity as such), other than
routine litigation incidental to the business of the Trust, CBSD, CBNV or the
Trustee (in its capacity as such).
Item 4. Submission of Matters to a Vote of Security Holders.
NONE.
PART II
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Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
(a) To the best knowledge of the registrant, there is no established
public trading market for the Certificates.
(b) Each class of Certificates is represented by one or more
certificates registered in the name of Cede & Co. ("Cede"), the nominee of The
Depository Trust Company ("DTC").
(c) Omitted pursuant to the No-Action Letter.
Item 6. Selected Financial Data.
Omitted pursuant to the No-Action Letter.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation.
Omitted pursuant to the No-Action Letter.
Item 8. Financial Statements and Supplementary Data.
Omitted pursuant to the No-Action Letter.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
NONE.
3
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
Omitted pursuant to the No-Action Letter.
Item 11. Executive Compensation.
Omitted pursuant to the No-Action Letter.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Each class of Certificates is represented by one or more
certificates registered in the name of Cede, the nominee of DTC, and an investor
holding an interest in the Trust is not entitled to receive a certificate
representing such interest except in limited circumstances set forth in the
Pooling Agreement. Accordingly, Cede is the sole holder of record of
Certificates, which it holds on behalf of brokers, dealers, bank, and other
direct participants in the DTC system. Such direct participants may hold
Certificates for their own accounts or for the accounts of their customers. The
name and address of Cede is Cede & Co., c/o The Depository Trust Company, Seven
Hanover Square, New York, NY 10004.
(b) Omitted pursuant to the No-Action Letter.
(c) Omitted pursuant to the No-Action Letter.
Item 13. Certain Relationships and Related Transactions.
There have not been, and there are not currently proposed, any
transaction or series of transactions, to which either the Trust, CBSD, as a
seller or servicer, CBNV, as a seller, or the Trustee, on behalf of the Trust,
is a party with any Certificateholder who owns of record or beneficially more
than five percent of the Certificates.
PART IV
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Item 14.Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) 24.1 Powers of Attorney of Messrs. Williamson, Kearns,
Greenfield, Johnson and Bender as Directors and/or Officers of
Citibank (South Dakota), N.A. are incorporated by reference from
Exhibit 25.1 of the registrant's Registration Statement on Form
S-1 (File No. 33-28213). Power of Attorney of Mr. Paladino as a
Director of Citibank (South Dakota), N.A. is incorporated by
reference from Exhibit 25.1 of the registrant's Registration
Statement on Form S-1 (File No. 33-33860).
99.1 Reports on the activities of CBSD, as Servicer, prepared by
KPMG Peat Marwick LLP pursuant to Section 3.06 of the Pooling
Agreement are attached hereto as Exhibit 99.1.
99.2 The Monthly Certificates containing information relating to
the Receivables and the Accounts for the Due Periods ending in
January 1996 through December 1996 are incorporated by reference
from the registrant's Current Reports on Form 8-K filed with the
Commission on November 6, 1996, November 1, 1996, October 30,
1996, June 11, 1996, July 15, 1996, August 13, 1996, September
12, 1996, October 15, 1996, October 28, 1996, November 22, 1996,
December 27, 1996 and January 29, 1997, respectively.
99.3 The registrant's Current Report on Form 8-K filed with the
Commission on January 17, 1997 containing certain financial
information as of December 31, 1996 with regard to the Trust,
the Receivables and the Accounts is incorporated by reference.
(b) Omitted pursuant to the No-Action Letter.
(c) Omitted pursuant to the No-Action Letter.
(d) Omitted pursuant to the No-Action Letter.
4
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SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CITIBANK (SOUTH DAKOTA), N.A.,
as Servicer
(Registrant)
By: /s/ Eugene D. Rowenhorst
----------------------------
Eugene D. Rowenhorst
Senior Vice President
Dated: March 28, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant on March 28, 1997 in the capacities indicated.
/s/ Thomas W. Jones
----------------------------------
Thomas W. Jones
President, Chief Executive Officer
and a Director
(Principal Executive Officer)
/s/ Eugene D. Rowenhorst
----------------------------------
Eugene D. Rowenhorst
Chief Financial Officer and a Director
(Principal Financial Officer and
Principal Accounting Officer)
----------------------------------
Roberta J. Arena
Director
*
----------------------------------
Donald Bender
Director
*
----------------------------------
Russell R. Greenfield
Director
5
<PAGE>
----------------------------------
James W. Hutchinson
Director
*
----------------------------------
Jerry W. Johnson
Director
*
----------------------------------
Charles A. Kearns
Director
*
----------------------------------
Joachim M. Paladino
Director
----------------------------------
James R. Stojak
Director
*
----------------------------------
Ronald F. Williamson
Director
* Eugene D. Rowenhorst, by signing his name hereto, does sign this document
on behalf of the persons indicated above pursuant to a power of attorney
duly executed by such person and previously filed with the Securities and
Exchange Commission.
By: /s/ Eugene D. Rowenhorst
----------------------------
Eugene D. Rowenhorst
Attorney-in-Fact
6
Independent Accountant's Report
Citibank Credit Card Master Trust I
c/o Yasuda Bank and Trust Company (U.S.A.), as Trustee
Citibank (South Dakota), N.A., as servicer
We have examined the accompanying assertion made by management on Citibank
(South Dakota), N.A.'s ("CBSD") compliance, as servicer, with the servicing
requirements in Article III, Sections 3.01, 3.02, 3.04, 3.05, 3.06, and 3.09,
Article IV, and Section 8.08 of the Pooling and Servicing Agreement for the
Citibank Credit Card Master Trust I, formerly known as the Standard Credit Card
Master Trust I (the "Trust"), dated as of May 29, 1991, including the
supplements for each series issued from the Trust, among CBSD, as seller and
servicer, Citibank (Nevada), National Association, as seller, and Yasuda Bank
and Trust Company (U.S.A.), as Trustee, (the "Agreement") for the year ended
December 31, 1996. Management is responsible for CBSD's compliance with the
aforementioned sections of the Agreement. Our responsibility is to express an
opinion on management's assertion about CBSD's compliance based upon our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about CBSD's compliance with the
aforementioned sections of the Agreement and performing such other procedures as
we considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on CBSD's compliance with those sections.
In our opinion, management's assertion that CBSD was materially in compliance
with the aforementioned sections of the Agreement for the year ended December
31, 1996 is fairly stated in all material respects.
/s/ KPMG Peat Marwick LLP
New York, New York
March 14, 1997
<PAGE>
Management Report on Citibank (South Dakota), N.A.'s Compliance, as Servicer,
with the Servicing Requirements of the Pooling and Servicing Agreement
Management of Citibank (South Dakota), N.A. (CBSD), as servicer, is
responsible for compliance with the servicing requirements in Article III,
Sections 3.01, 3.02, 3.04, 3.05, 3.06, and 3.09, Article IV, and Section 8.08 of
the Pooling and Servicing Agreement for the Citibank Credit Card Master Trust I,
formerly known as the Standard Credit Card Master Trust I (the "Trust"), dated
as of May 29, 1991, including the supplements for each series issued from the
Trust, among CBSD, as seller and servicer, Citibank (Nevada), National
Association, as seller, and Yasuda Bank and Trust Company (U.S.A.), as Trustee,
(the "Agreement").
Management has performed an evaluation of CBSD's compliance with the
aforementioned sections of the Agreement for the year ended December 31, 1996.
Based upon this evaluation, management believes that, for the year ended
December 31, 1996, CBSD, as servicer, was materially in compliance with the
aforementioned sections of the Agreement.
/s/ Thomas W. Jones
Thomas W. Jones
President and CEO
March 14, 1997
<PAGE>
Independent Accountant's Report
Citibank Credit Card Master Trust I
c/o Yasuda Bank and Trust Company (U.S.A.), as Trustee
Citibank (South Dakota), N.A., as servicer
We have examined the accompanying assertion made by management on Citibank
(South Dakota), N.A.'s ("CBSD") compliance, as servicer, with Article III,
Section 3.04 (b) of the Pooling and Servicing Agreement for the Citibank Credit
Card Master Trust I, formerly known as the Standard Credit Card Master Trust I
(the "Trust"), dated as of May 29, 1991, including the supplements for each
series issued from the Trust, among CBSD, as seller and servicer, Citibank
(Nevada), National Association, as seller, and Yasuda Bank and Trust Company
(U.S.A.), as Trustee, (the "Agreement") for the year ended December 31, 1996.
Management is responsible for CBSD's compliance with Article III, Section 3.04
(b) of the Agreement. Our responsibility is to express an opinion on
management's assertion about CBSD's compliance based upon our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about CBSD's compliance with the
aforementioned provision of the Agreement and performing such other procedures
as we considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on CBSD's compliance with that provision.
In our opinion, management's assertion that CBSD was materially in compliance
with Article III, Section 3.04 (b) of the Agreement for the year ended December
31, 1996 is fairly stated in all material respects.
/s/ KPMG Peat Marwick LLP
New York, New York
March 14, 1997
<PAGE>
Management Report on Citibank (South Dakota), N.A.'s Compliance, as Servicer,
with Article III, Section 3.04 (b) of the Pooling and Servicing Agreement
Management of Citibank (South Dakota), N.A.(CBSD), as servicer, is responsible
for the preparation of the Monthly Servicer Certificates in compliance with
Article III, Section 3.04 (b) of the Pooling and Servicing Agreement for the
Citibank Credit Card Master Trust I, formerly known as the Standard Credit Card
Master Trust I (the "Trust"), dated as of May 29, 1991, including the
supplements for each series issued from the Trust, among CBSD, as seller and
servicer, Citibank (Nevada), National Association, as seller, and Yasuda Bank
and Trust Company (U.S.A.), as Trustee (the "Agreement").
Management has performed an evaluation of CBSD's compliance with Article III,
Section 3.04 (b) of the Agreement for the year ended December 31, 1996. Based
upon this evaluation, management believes that, for the year ended December 31,
1996, CBSD, as servicer, was materially in compliance with Article III, Section
3.04 (b) of the Agreement.
/s/ Thomas W. Jones
Thomas W. Jones
President and CEO
March 14, 1997
