SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(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, 1998
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 numbers: 33-41055, 33-43576, 33-62180, 33-77802, 33-84834,
33-97664, 33-99328, 333-38803
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
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
6.55% Class A Credit Card Participation Certificates, Series 1997-2
6.70% Class B Credit Card Participation Certificates, Series 1997-2
6.839% Class A Credit Card Participation Certificates, Series 1997-3
6.989% Class B Credit Card Participation Certificates, Series 1997-3
Floating Rate Class A Credit Card Participation Certificates, Series 1997-4
Floating Rate Class B Credit Card Participation Certificates, Series 1997-4
Zero Coupon Class A Credit Card Participation Certificates, Series 1997-6
Zero Coupon Class B Credit Card Participation Certificates, Series 1997-6
[cover page 1 of 2 pages]
<PAGE>
6.35% Class A Credit Card Participation Certificates, Series 1997-7
6.45% Class B Credit Card Participation Certificates, Series 1997-7
Floating Rate Class A Credit Card Participation Certificates, Series 1997-8
Floating Rate Class A Credit Card Participation Certificates, Series 1997-10
Floating Rate Class B Credit Card Participation Certificates, Series 1997-10
5.750% Class A Credit Card Participation Certificates, Series 1998-1
5.875% Class B Credit Card Participation Certificates, Series 1998-1
6.05% Class A Credit Card Participation Certificates, Series 1998-2
6.20% Class B Credit Card Participation Certificates, Series 1998-2
5.80% Class A Credit Card Participation Certificates, Series 1998-3
5.95% Class B Credit Card Participation Certificates, Series 1998-3
5.85% Class A Credit Card Participation Certificates, Series 1998-6
6.00% Class B Credit Card Participation Certificates, Series 1998-6
Floating Rate Class A Credit Card Participation Certificates, Series 1998-7
Floating Rate Class B Credit Card Participation Certificates, Series 1998-7
5.30% Class A Credit Card Participation Certificates, Series 1998-9
5.55% Class B Credit Card Participation Certificates, Series 1998-9
(collectively, the "Certificates"))
-----------------------------------
(Exact name of registrant as specified in its charter)
United States of America 46-0358360
------------------------ ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
701 East 60th Street, North
Sioux Falls, South Dakota 57117
------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (605) 331-2626
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
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 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 .
----- -----
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, 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 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
Bankers Trust Company (as successor to Yasuda Bank and Trust Company (U.S.A.)),
as trustee (the "Trustee"), KPMG LLP has performed certain procedures in
connection with the Monthly Servicer's Certificates (the "Monthly Certificates")
for the months of January 1998 through December 1998. 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 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 1998 through December 1998 are incorporated by reference from
the registrant's Current Reports on Form 8-K filed with the Commission on March
9, 1998, March 26, 1998, April 10, 1998, May 18, 1998, June 12, 1998, July 17,
1998, August 24, 1998, September 16, 1998, October 14, 1998, November 17, 1998,
December 17, 1998 and January 15, 1999, respectively. In addition, the
registrant's Current Report on Form 8-K filed with the Commission on January 25,
1999 containing certain financial information as of December 31, 1998 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.
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.
3
<PAGE>
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
--------
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, banks, 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, 55 Water Street, New York, NY 10041.
(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.
4
<PAGE>
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 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
1998 through December 1998 are incorporated by reference from the
registrant's Current Reports on Form 8-K filed with the Commission on
March 9, 1998, March 26, 1998, April 10, 1998, May 18, 1998, June 12,
1998, July 17, 1998, August 24, 1998, September 16, 1998, October 14,
1998, November 17, 1998, December 17, 1998 and January 15, 1999,
respectively.
99.3 The registrant's Current Report on Form 8-K filed with the Commission
on January 25, 1999 containing certain financial information as of
December 31, 1998 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.
5
<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 26, 1999
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 26, 1999 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)
*
------------------------
Donald Bender
Director
*
------------------------
Russell R. Greenfield
Director
------------------------
James W. Hutchinson
Director
6
<PAGE>
*
------------------------
Jerry W. Johnson
Director
*
------------------------
Joachim M. Paladino
Director
------------------------
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
-------------------------------
Citibank Credit Card Master Trust I
c/o Bankers Trust Company, 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 Bankers Trust
Company, as Successor to Yasuda Bank and Trust Company (U.S.A.), as Trustee (the
"Agreement") for the year ended December 31, 1998. 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, 1998 is fairly stated, in all material respects.
/s/ KPMG LLP
New York, New York
March 19, 1999
<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 Bankers Trust Company as Successor to 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, 1998.
Based upon this evaluation, management believes that, for the year ended
December 31, 1998, 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 19, 1999
<PAGE>
Independent Accountant's Report
-------------------------------
Citibank Credit Card Master Trust I
c/o Bankers Trust Company, 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 Bankers Trust Company, as
Successor to Yasuda Bank and Trust Company (U.S.A.), as Trustee (the
"Agreement") for the year ended December 31, 1998. 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, 1998 is fairly stated, in all material respects.
/s/ KPMG LLP
New York, New York
March 19, 1999
<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 Bankers Trust
Company as Successor to 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, 1998. Based
upon this evaluation, management believes that, for the year ended December 31,
1998, 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 19, 1999
