SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended:December 31, 1996 Commission file number: 33-33861
Citibank (South Dakota), N.A.
on behalf of
Standard Credit Card Trust 1990-3
(Issuer in respect of the Standard Credit Card Trust 1990-3
9.50% Class A Credit Card Participation Certificates
(the "Class A Certificates")
and 9.85% Class B Credit Card Participation Certificates
(the "Class B Certificates" and together with the Class A Certificates,
the "Certificates"))
(Exact name of registrant as specified in its charter)
United States of America 46-0358360
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
701 East 60th Street, North
Sioux Falls, South Dakota 57117
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (605) 331-2626
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
On March 29, 1991 a Form 8-A was filed with the Securities and Exchange
Commission (the "Commission") registering the Class A Certificates pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Act").
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X(*). No .
----- -----
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked price of such
stock, as of a specified date within 60 days prior to the date of filing. (See
definition of affiliate in Rule 405, 17 C.F.R. 230.405):
NOT APPLICABLE.
- --------
(*) On April 28, 1989, 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
------
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 March 28, 1990 relating to the Standard Credit
Card Trust 1990-3 (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 Certificate containing information relating
to the Receivables and the Accounts for the Due Period ending in December 1996
is attached hereto as Exhibit 99.2. The Class A Certificateholder's Statements
and Class B Certificateholder's Statements for the May 1996 and November 1996
Payment Dates which were prepared by the Servicer and delivered to
Certificateholders pursuant to Section 5.02 of the Pooling Agreement and which
contain information relating to the Receivables, the Accounts and the
distributions to the Certificateholders are incorporated by reference from the
registrant's Current Reports on Form 8-K filed with the Commission on June 11,
1996 and November 22, 1996, respectively.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings involving
either the Trust, CBSD, CBNV or the Trustee with respect to the Trust, other
than routine litigation incidental to the business of the registrant, CBSD, CBNV
or the Trustee.
Item 4. Submission of Matters to a Vote of Security Holders.
On October 30, 1996 the Banks mailed a solicitation statement to the
Certificateholders in connection with the solicitation of consents for a
proposed amendment to the Pooling Agreement. The proposed amendment provided for
(i) a reduction in the amount of the servicing fee to which the Servicer is
entitled under the Pooling Agreement, (ii) a requirement that a fixed portion of
the newly reduced servicing fee be paid from Interchange
2
<PAGE>
and (iii) a reduction of the base rate trigger applicable under the Pooling
Agreement by 1.40%, from 12.85% to 11.45%. Approval of the proposed amendment
required the consent of Certificateholders evidencing not less than $374,666,667
aggregate unpaid principal amount of the investor certificates issued and
outstanding with respect to the Trust (the "Certificateholders' Interest"),
which represents 66-2/3% of the outstanding Certificateholders' Interest.
Certificateholders evidencing an aggregate Certificateholders' Interest of
$445,090,000 consented to the proposed amendment. Certificateholders evidencing
an aggregate Certificateholders' Interest of $2,170,000 opposed the proposed
amendment and Certificateholders evidencing an aggregate Certificateholders'
Interest of $23,000 abstained from voting. The Amendment to the Pooling
Agreement was executed and delivered effective December 26, 1996.
PART II
-------
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
(a) To the best knowledge of the registrant, there is no established
public trading market for the Certificates.
(b) The Certificates are represented by one or more certificates
registered in the name of Cede & Co. ("Cede"), the nominee of The Depository
Trust Company ("DTC").
(c)Omitted pursuant to the No-Action Letter.
Item 6. Selected Financial Data.
Omitted pursuant to the No-Action Letter.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation.
Omitted pursuant to the No-Action Letter.
Item 8. Financial Statements and Supplementary Data.
Omitted pursuant to the No-Action Letter.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
NONE.
PART III
--------
Item 10. Directors and Executive Officers of the Registrant.
Omitted pursuant to the No-Action Letter.
Item 11. Executive Compensation.
Omitted pursuant to the No-Action Letter.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
3
<PAGE>
(a)The Certificates are represented by one or more certificates
registered in the name of Cede, the nominee of DTC, and an investor holding an
interest in the Trust is not entitled to receive a certificate representing such
interest except in limited circumstances. Accordingly, Cede is the sole holder
of record of Certificates, which it holds on behalf of brokers, dealers, bank,
and other direct participants in the DTC system. Such direct participants may
hold Certificates for their own accounts or for the accounts of their customers.
The name and address of Cede is: Cede & Co., c/o The Depository Trust Company,
Seven Hanover Square, New York, NY 10004.
(b)Omitted pursuant to the No-Action Letter.
(c)Omitted pursuant to the No-Action Letter.
Item 13. Certain Relationships and Related Transactions.
There have not been, and there are not currently proposed, any
transaction or series of transactions, to which either the registrant, CBSD, as
Servicer, or the Trustee, on behalf of the Trust, is a party with any
Certificateholder who owns of record or beneficially more than five percent of
the Certificates.
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) 24.1 Powers of Attorney of Messrs. Williamson, Kearns,
Greenfield, Johnson and Bender as Directors and/or Officers of
Citibank (South Dakota), N.A. are incorporated by reference
from Exhibit 25.1 of the registrant's Registration Statement
on Form S-1 (File No. 33-28213). Power of Attorney of Mr.
Paladino as a Director of Citibank (South Dakota), N.A. is
incorporated by reference from Exhibit 25.1 of the
registrant's Registration Statement on Form S-1 (File No.
33-33860).
99.1 Reports on the activities of CBSD, as Servicer, prepared
by KPMG Peat Marwick LLP pursuant to Section 3.06 of the
Pooling Agreement are attached hereto as Exhibit 99.1.
99.2 The Monthly Certificate containing information relating
to the Receivables and the Accounts for the Due Period ending
in December 1996 is attached hereto as Exhibit 99.2.
99.3 The Class A Certificateholder's Statements and Class B
Certificateholder's Statements for the May 1996 and November
1996 Payment Dates containing information relating to the
Receivables, the Accounts and the distributions to
Certificateholders are incorporated by reference from the
registrant's Current Reports on Form 8-K filed with the
Commission on June 11, 1996 and November 22, 1996,
respectively.
(b) Omitted pursuant to the No-Action Letter.
(c) Omitted pursuant to the No-Action Letter.
(d) Omitted pursuant to the No-Action Letter.
4
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CITIBANK (SOUTH DAKOTA), N.A.,
as Servicer
(Registrant)
By: /s/ Eugene D. Rowenhorst
----------------------------
Eugene D. Rowenhorst
Senior Vice President
Dated: March 28, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant on March 28, 1997 in the capacities indicated.
/s/ Thomas W. Jones
----------------------------------
Thomas W. Jones
President, Chief Executive Officer
and a Director
(Principal Executive Officer)
/s/ Eugene D. Rowenhorst
----------------------------------
Eugene D. Rowenhorst
Chief Financial Officer and a Director
(Principal Financial Officer and
Principal Accounting Officer)
----------------------------------
Roberta J. Arena
Director
*
----------------------------------
Donald Bender
Director
*
----------------------------------
Russell R. Greenfield
Director
5
<PAGE>
----------------------------------
James W. Hutchinson
Director
*
----------------------------------
Jerry W. Johnson
Director
*
----------------------------------
Charles A. Kearns
Director
*
----------------------------------
Joachim M. Paladino
Director
----------------------------------
James R. Stojak
Director
*
----------------------------------
Ronald F. Williamson
Director
* Eugene D. Rowenhorst, by signing his name hereto, does sign this document
on behalf of the persons indicated above pursuant to a power of attorney
duly executed by such person and previously filed with the Securities and
Exchange Commission.
By: /s/ Eugene D. Rowenhorst
----------------------------
Eugene D. Rowenhorst
Attorney-in-Fact
6
Independent Accountant's Report
Standard Credit Card Trust 1990-3
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, Sections 4.02 through 4.14, and Section 8.08 of the Pooling and
Servicing Agreement for the Standard Credit Card Trust 1990-3 dated as of March
28, 1990 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, Sections 4.02
through 4.14, and Section 8.08 of the Pooling and Servicing Agreement for the
Standard Credit Card Trust 1990-3 dated as of March 28, 1990 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
Standard Credit Card Trust 1990-3
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 Standard Credit
Card Trust 1990-3 dated as of March 28, 1990 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
Standard Credit Card Trust 1990-3 dated as of March 28, 1990 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
MONTHLY SERVICER'S CERTIFICATE
CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK (NEVADA), NATIONAL ASSOCIATION
_______________________________________
STANDARD CREDIT CARD TRUST 1990-3
_______________________________________
The undersigned, a duly authorized representative of Citibank
(South Dakota), N.A., as Servicer ("Citibank (South Dakota)"), pursuant
to a Pooling and Servicing Agreement dated as of March 28, 1990 (the
"Pooling and Servicing Agreement"), by and among Citibank (South Dakota),
N.A., as Seller and Servicer, Citibank (Nevada), National Association,
as Seller, and Yasuda Bank and Trust Company (U.S.A.), as Trustee, does
hereby certify as follows:
1. Capitalized terms used in this Certificate have their respective
meanings as set forth in the Pooling and Servicing Agreement.
2. Citibank (South Dakota) is, as of the date hereof, the Servicer
under the Pooling and Servicing Agreement.
3. The undersigned is a Servicing Officer.
4. This Certificate relates to the Distribution Date
occurring on January 10, 1997 .
4a. The aggregate amount of Collections referred to
in Item 5 as a percentage of the aggregate amount
of Receivables in the Trust on the last
day of the Due Period preceding such Distribution
Date was equal to.................................... 13.17 % [1]
4b. The Defaulted Amount with respect to the Due
Period preceding such Distribution Date as a
percentage of the aggregate amount of Principal
Receivables in the Trust on average during the
Due Period preceding such Distribution Date was
equal to............................................ 5.32 %
4c. The Portfolio Yield for the Due Period preceding such
Distribution Date was equal to..................... 13.30 %
5. The aggregate amount of Collections processed for the
Due Period preceding such Distribution Date was equal
to..................................................$ 100,853,660 [1]
<PAGE>
6. The aggregate amount of such Collections with respect
to Principal Receivables for the Due Period preceding
such Distribution Date was equal to................ $ 89,400,438
7. The aggregate amount of such Collections with respect
to Finance Charge Receivables for the Due Period pre-
ceding such Distribution Date was equal to..........$ 11,453,222 [1]
8. The Class A Floating Allocation Percentage for the Due
Period preceding such Distribution Date was equal
to ................................................ 34.5867 %
9. The Class A Floating Allocation Percentage of Collections
with respect to Finance Charge Receivables for the Due
Period preceding such Distribution Date was equal to
to..................................................$ 3,961,294 [1]
10. That amount of Class A Additional Funds with respect to
such Distribution Date is equal to..................$ 0
11. The amount of Class A Monthly Interest for such Distri-
bution Date, plus the amount of any Class A Monthly
Interest previously due but not deposited into the
Class A Monthly Interest Funding Account on a prior
Distribution Date was equal to .....................$ 1,649,306
11a. The amount of Class A Additional Interest for such
Distribution Date, plus the amount of any Class A
Additional Interest previously due but not deposited into
the Class A Interest Funding Account on a prior Distri-
bution Date was equal to............................ 0
12. The Class A Investor Default Amount for such Distribution
Date is equal to....................................$ 1,145,721
13. The Class A Monthly Servicing Fee for such Distribution
Date is equal to....................................$ 460,851
14. The Required Amount, if any, with respect to such Distri-
bution Date is equal to.............................$ 0
15. The Class B Floating Allocation Percentage for the Due
Period preceding such Distribution Date was equal
to ................................................ 8.5775 %
16. The Class B Floating Allocation Percentage of Collections
with respect to Finance Charge Receivables for the Due
Period preceding such Distribution Date was equal
to..................................................$ 982,401 [1]
17. The amount of Class B Additional Funds with respect to
such Distribution Date is equal to..................$ 0
18. The amount of Class B Monthly Interest for such Distri-
bution Date, plus the amount of any Class B Monthly
Interest previously due but not deposited into the
Class B Interest Funding Account on a prior Distribution
Date was equal to...................................$ 508,917
18a.The amount of Class B Additional Interest for such
<PAGE>
Distribution Date, plus the amount of any Class B
Additional Interest previously due but not deposited
into the Class B Interest Funding Account on a prior
Distribution Date is equal to....................... 0
19. The amount of Excess Finance Charge Collections with
respect to such Distribution Date is equal to.......$ 1,041,752
20. The amount of Excess Finance Charge Collections referred
to in Item 19 that will be available to be distributed on
such Distribution Date to fund or reimburse the following
items:
(a) to fund the Required Amount, if any, with respect
to such Distribution Date..................$ 0
(b) to reimburse Class A Investor Charge-Offs..$ 0
(c) to pay current and/or overdue Class B Monthly Interest
or the Cumulative Excess Interest Amount...$ 0
(d) to fund the Class B Investor Default Amount with
respect to such Distribution Date..........$ 284,139
(e) to reimburse certain previous reductions in the
Class B Invested Amount....................$ 0
<PAGE>
21. The amount of Excess Finance Charge
Collections available to be distributed
to the L/C Issuer with respect to such
Distribution Date is equal to......................$ 757,613
22. The amount of Reallocated Principal
Collections with respect to such
Distribution Date is equal to......................$ 0
23. The amount, if any, of Adjustment
Payments with respect to such
Distribution Date is equal to......................$ 0
24. The amount, if any, of Transfer
Deposit Amounts with respect to such
Distribution Date is equal to......................$ 0
25. The amount, if any, of Unallocated
Principal Collections with respect to
such Distribution Date is equal to.................$ 0
26. The Class A Fixed Allocation Percentage is equal to: 77.9418 %[2]
27a.The total amount to be deposited into the Class A
Principal Funding Account on such Distribution
Date is equal to...................................$ 41,666,667 [2]
27b.The total amount to be deposited into the Class B
Principal Funding Account on such Distribution
Date is equal to...................................$ 0
28a.The total amount on deposit in the Class A
Principal Funding Account on such Distribution
Date (after giving effect to the deposit referred
to in Item 27a) is equal to........................$ 333,333,333 [2]
28b.The total amount on deposit in the Class B
Principal Funding Account on such Distribution
Date (after giving effect to the deposit referred
to in Item 27b) is equal to........................$ 0
29. The total amount to be distributed to Class B
Certificateholders on such Distribution Date
in payment of principal is equal to................$ 0
30. The total amount to be deposited into the Class A
Interest Funding Account on such Distribution
Date including amounts earned in the Class A
Principal Funding Account is equal to..............$ 3,958,333
31. The total amount on deposit in the Class A
Interest Funding Account on such Distribution
Date (after giving effect to the deposit
referred to in Item 30) will be equal..............$ 7,916,667
32. The total amount to be deposited into the Class B
Interest Funding Account on such Distribution Date
will be equal to...................................$ 508,917
33. The total amount in the Class B Interest Funding
<PAGE>
Account on such Distribution Date (after giving
effect to the deposit referred to in Item 32)
will be equal to...................................$ 1,017,833
34. The aggregate outstanding balance of the
Accounts which were delinquent by 35 days
to 64 days as of the close of business on
the last day of the calendar month preceding
such Distribution Date was equal to................$ 16,004,548
35. The aggregate outstanding balance of the
Accounts which were delinquent by 65 days
or more as of the close of business on the
last day of the calendar month preceding
such Distribution Date was equal to................$ 23,639,994
36. The amount of Class A Investor Charge-Offs
for such Distribution Date is equal to.............$ 0
37. The total amount of reimbursements of Class A
Investor Charge-Offs for such Distribution
Date is equal to...................................$ 0
38. The amount of Class B Investor Charge-Offs
and other reductions in the Class B Invested
Amount for such Distribution Date is equal to......$ 0
39. The total amount of reimbursements of Class B
Investor Charge-Offs for such Distribution Date
is equal to........................................$ 0
39a.The existing Deficit Controlled Amortization Amount
for such Distribution Date is equal to.............$ 0 [3]
40. The aggregate amount of Principal Receivables in
the Trust at the close of business on the last
day of the Due Period preceding such Distribution
Date was equal to..................................$ 753,360,402
41. The aggregate amount of Finance Charge Receivables
in the Trust at the close of business on the last
day of the Due Period preceding such Distribution
Date was equal to..................................$ 12,551,623
42. The Class A Invested Amount at the close of
business on such Distribution Date (after
giving effect to all payments and adjustments
on such Distribution Date) will be equal to........$ 166,666,667
43. The Class B Invested Amount at the close of
business on such Distribution Date (after
giving effect to all payments and adjustments
on such Distribution Date) will be equal to........$ 62,000,000
44. The Available L/C Amount as of the close of
business on the preceding Distribution Date,
after giving effect to any drawings on the
L/C and payments to the L/C Issuer on such
Distribution Date, was equal to....................$ 33,720,000
<PAGE>
45. The Total Draw Amount with respect to such
Distribution Date is equal to......................$ 0
46. The Total Draw Amount with respect to such Distribution
Date is equal to the sum of the following:
(a) Interest Draw Amount.......$ 0
(b) Reimbursement Draw Amount..$ 0
(c) Special Draw Amount........$ 0
47. The Available L/C Amount as of the close of business
on such Distribution Date, after giving effect to any
drawings on the L/C and payments to the L/C Issuer on
such Distribution Date, will be equal to............$ 33,720,000
48. The ratio of the Available L/C Amount to the Class B
Invested Amount as of the close of business on such
Distribution Date, after giving effect to any drawings
on the L/C and payments to the L/C Issuer on such
Distribution Date will be equal to..................$ 54.39 %
49. The Cumulative Excess Interest Amount as of the close
of business on such Distribution Date, after giving
effect to any deposits in the Class B Interest Funding
Account on such Distribution Date will be equal to..$ 0
50. The amount of Defaulted Receivables (gross principal
write-offs) with respect to the Due Period preceding
such Distribution Date was equal to.................$ 3,811,448
51. The Defaulted Amount (net of recoveries) with respect
to the Due Period preceding such Distribution Date
was equal to........................................$ 3,312,605
52. As of the date hereof, to the best knowledge of the
undersigned, (a) the Servicer has performed in all
material respects all its obligtions under the Pooling
and Servicing Agreement through the Due Period preceding
such Distribution Date.
53. As of the date hereof, to the best knowledge of the
undersigned, no Amortization Event has been deemed
to have occurred on or prior to such Distribution Date.
54. As of the date hereof, to the best knowledge of the
undersigned, no Lien has been placed on any of the
Receivables other than pursuant to the Pooling and
Servicing Agreement.
55. On November 5, 1990, Standard & Poor's Corporation
lowered the Investment Provider's long-term senior
debt rating from AA- to A+ and the Investment
Provider's short-term debt rating from A-1+ to A-1.
On January 25, 1991, Moody's Investors Service, Inc. lowered
the Investment Provider's long-term senior debt rating to
Baa2 from A3 and the Investment Provider's short-term
rating to P3 from P2. The Servicer has established an
arrangement satisfactory to the Trustee and the Rating
<PAGE>
Agency such that the Rating Agency will not reduce the
rating of the Investor Certificates as a result of the
downgrades described above.
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Certificate this 8th day of January 1997.
CITIBANK (SOUTH DAKOTA), N.A.,
as Servicer,
By:/s/ Susan Sexton
------------------------
Name: Susan Sexton
Title: Vice President
[1] Includes Interchange and Finance Charge Recoveries.
[2] Applicable during the Accumulation Period and any Early
Amortization Period.
[3] Applicable during the Accumulation Period.
