SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission file number: 33-55268
Citibank (South Dakota), N.A.
on behalf of
CHOICE Credit Card Master Trust I
(Issuer in respect of the CHOICE Credit Card Master Trust I,
Floating Rate Class A Credit Card Participation Certificates, Series 1992-2
and 7.20% Class B Credit Card Participation Certificates, Series 1992-2
(collectively, the "Certificates"))
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(Exact name of registrant as specified in its charter)
United States of America 46-0358360
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
701 East 60th Street, North
Sioux Falls, South Dakota 57117
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (605) 331-2626
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
On December 18, 1992, a Form 8-A was filed with the Securities and
Exchange Commission (the "Commission") registering the Certificates pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Act").
[cover page 1 of 2 pages]
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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 .
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the common equity was sold, or the
average bid and asked price of such common equity, 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, Citibank (South Dakota), N.A. ("CBSD"), successor to
Citibank (Maryland), National Association, the registrant and the servicer of
the above referenced trust, was issued a no-action letter (the "No-Action
Letter") by the Commission with respect to certain of CBSD's reporting
requirements pursuant to Section 13 or Section 15(d) of the Act. This Form 10-K
has been prepared in accordance with the terms of such No-Action Letter.
<PAGE>
PART I
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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 December 15, 1992 relating to the CHOICE
Credit Card Master Trust I (the "Trust") among Citibank (South Dakota), N.A.
(the "Bank"), as successor to Citibank (Maryland), National Association, as
Seller, the Bank, as Servicer, and Norwest Bank Minnesota, National Association,
as trustee (the "Trustee"), KPMG Peat Marwick LLP has performed certain
procedures in connection with the Monthly Servicer's Certificates (the "Monthly
Certificates") for the months of January 1997 through December 1997. 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 1997, April 1997, July 1997, October 1997 and December
1997 are incorporated by reference from the registrant's Current Reports on Form
8-K filed with the Commission on February 24, 1997, May 23, 1997, August 22,
1997, March 10, 1998 and January 27, 1998, respectively.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings
involving either the Trust, CBSD or the Trustee (in its capacity as such), other
than routine litigation incidental to the business of the registrant or the
Trustee (in its capacity as such).
Item 4. Submission of Matters to a Vote of Security Holders.
NONE.
3
<PAGE>
PART II
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Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
To the best knowledge of the registrant, there is no established public
trading market for the Certificates.
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").
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 7A. Quantitative and Qualitative Disclosures About Market Risk.
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
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Item 10. Directors and Executive Officers of the Registrant.
Omitted pursuant to the No-Action Letter.
Item 11. Executive Compensation.
Omitted pursuant to the No-Action Letter.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Each class of Certificates is represented by one or more certificates
registered in the name of Cede, the nominee of DTC, and an investor holding an
interest in the Trust is not entitled to receive a certificate representing such
interest except in limited circumstances. Accordingly, Cede is the sole holder
of record of Certificates, which it holds on behalf of brokers, dealers, banks,
and other direct participants in the DTC system.
4
<PAGE>
Such direct participants may hold Certificates for their own accounts or for the
accounts of their customers. The name and address of Cede is:
Cede & Co.
c/o The Depository Trust Company
Seven Hanover Square
New York, NY 10004
(b) Omitted pursuant to the No-Action Letter.
(c) Omitted pursuant to the No-Action Letter.
Item 13. Certain Relationships and Related Transactions.
There have not been, and there are not currently proposed, any transaction
or series of transactions, to which either the registrant, the Bank, as
Servicer, or the Trustee, on behalf of the Trust, is a party with any
Certificateholder who owns of record or beneficially more than five percent of
the Certificates.
PART IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) 24.1 Powers of Attorney of Messrs. 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 1997, April 1997, July 1997,
October 1997 and December 1997 are incorporated by reference
from the registrant's Current Reports on Form 8-K filed with
the Commission on February 24, 1997, May 23, 1997, August
22, 1997, March 10, 1998 and January 27, 1998, 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.
5
<PAGE>
SIGNATURES
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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 30, 1998
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 30, 1998 in the capacities indicated.
/s/ Thomas W. Jones
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Thomas W. Jones
President, Chief Executive Officer and a Director
(Principal Executive Officer)
/s/ Eugene D. Rowenhorst
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Eugene D. Rowenhorst
Chief Financial Officer and a Director
(Principal Financial Officer and
Principal Accounting Officer)
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Roberta J. Arena
Director
*
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Donald Bender
Director
*
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Russell R. Greenfield
Director
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James W. Hutchinson
Director
6
<PAGE>
*
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Jerry W. Johnson
Director
*
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Joachim M. Paladino
Director
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James R. Stojak
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
7
Independent Accountant's Report
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Choice Credit Card Master Trust I
c/o Norwest Bank Minnesota, N.A., as Trustee
Citibank (South Dakota), N.A., as servicer
We have examined the accompanying assertion made by management on Citibank
(South Dakota), N.A.'s ("CBSD") compliance, as servicer, with the servicing
requirements in Article III, Sections 3.01, 3.02, 3.04, 3.05, 3.06, and 3.09,
Article IV and Section 8.08 of the Pooling and Servicing Agreement for the
Choice Credit Card Master Trust I dated as of December 15, 1992, including the
supplements for each series issued from the Trust, among CBSD, as servicer, CBSD
as successor to Citibank (Maryland), National Association, as seller, and
Norwest Bank Minnesota, N.A., as Trustee, (the "Agreement") for the year ended
December 31, 1997. 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, 1997 is fairly stated in all material respects.
/s/ KPMG Peat Marwick LLP
March 20, 1998
<PAGE>
Management Report on Citibank (South Dakota), N.A.'s
Compliance, as Servicer, with the Servicing Requirements
of the Pooling and Servicing Agreement
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Management of Citibank (South Dakota), N.A. ("CBSD"), as servicer, is
responsible for compliance with the servicing requirements in Article III,
Sections 3.01, 3.02, 3.04, 3.05, 3.06, and 3.09, Article IV, and Section 8.08 of
the Pooling and Servicing Agreement for the Choice Credit Card Master Trust I
(the "Trust") dated as of December 15, 1992, including the supplements for each
series issued from the Trust, among CBSD, as servicer, CBSD as successor to
Citibank (Maryland), National Association, as seller, and Norwest Bank Minnesota
N.A., as Trustee (the "Agreement").
Management has performed an evaluation of CBSD's compliance with the
aforementioned sections of the Agreement for the year ended December 31, 1997.
Based upon this evaluation, management believes that, for the year ended
December 31, 1997, CBSD, as servicer, was materially in compliance with the
aforementioned sections of the Agreement.
/s/ Thomas W. Jones
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Thomas W. Jones
President and CEO
March 20, 1998
<PAGE>
Independent Accountant's Report
-------------------------------
Choice Credit Card Master Trust I
c/o Norwest Bank Minnesota N.A., as Trustee
Citibank (South Dakota), N.A., as servicer
We have examined the accompanying assertion made by management on Citibank
(South Dakota), N.A.'s ("CBSD") compliance, as servicer, with Article III,
Section 3.04 (b) of the Pooling and Servicing Agreement for the Choice Credit
Card Master Trust I dated as of December 15, 1992 among CBSD, as servicer, CBSD
as successor to Citibank (Maryland), National Association, as seller, and
Norwest Bank Minnesota N.A., as Trustee (the "Agreement") for the year ended
December 31, 1997. 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, 1997 is fairly stated in all material respects.
/s/ KPMG Peat Marwick LLP
March 20, 1998
<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
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Management of Citibank (South Dakota), N.A. ("CBSD"), as servicer, is
responsible for the preparation of the Monthly Servicer Certificates in
compliance with Article III, Section 3.04 (b) of the Pooling and Servicing
Agreement for the Choice Credit Card Master Trust I dated as of December 15,
1992 among CBSD, as servicer, CBSD as successor to Citibank (Maryland), National
Association, as seller, and Norwest Bank Minnesota N.A., as Trustee (the
"Agreement").
Management has performed an evaluation of CBSD's compliance with Article III,
Section 3.04 (b) of the Agreement for the year ended December 31, 1997. Based
upon this evaluation, management believes that, for the year ended December 31,
1997, CBSD, as servicer, was materially in compliance with Article III, Section
3.04 (b) of the Agreement.
/s/ Thomas W. Jones
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Thomas W. Jones
President and CEO
March 20, 1998
