<PAGE>
RULE NO. 424(b)(2)
REGISTRATION NO. 333-38803
PROSPECTUS SUPPLEMENT DATED FEBRUARY 22, 1999
(to Prospectus dated February 11, 1999)
Citibank Credit Card Master Trust I
Credit Card Participation Certificates, Series 1999-2
Citibank (South Dakota), N.A.
Seller and Servicer
Citibank (Nevada), National Association
Seller
The Trust will issue
<TABLE>
<CAPTION>
Class A Certificates Class B Certificates
-------------------- --------------------
<S> <C> <C>
Principal amount................. $750,000,000 $48,000,000
Certificate rate................. 5.875% per annum 6.150% per annum
Interest payment dates........... 10th day of each March and 10th day of each March
September, beginning and September, beginning
September 10, 1999 September 10, 1999
Expected principal payment date.. March 10, 2009 March 10, 2009
Legal final maturity............. March 10, 2011 March 10, 2011
Price to public.................. $748,845,000 (99.846%) $47,873,760 (99.737%)
Underwriting discount............ $3,187,500 (0.425%) $216,000 (0.450%)
Proceeds to the Banks............ $745,657,500 (99.421%) $47,657,760 (99.287%)
</TABLE>
The underwriting discount will be 1.550% for Class B Certificates sold to
various noninstitutional investors. To the extent Class B Certificates are
sold to these investors, the actual Class B underwriting discount will be more
than, and the proceeds to the Banks from sales of the Class B Certificates
will be less than, the amounts shown above.
Credit Enhancement
A Letter of Credit in the amount of $47,880,000 will be obtained for the
benefit of the Certificates. Of this amount, $39,900,000 will be for the
benefit of both the Class A and Class B Certificates and the remaining
$7,980,000 will be for the exclusive benefit of the Class B Certificates.
Principal payments on the Class B Certificates are subordinated to certain
payments on the Class A Certificates. No principal will be paid on the Class B
Certificates until all principal has been paid on the Class A Certificates,
except under certain limited circumstances.
---------------
The Certificates are expected to be issued on or about February 25, 1999.
The Certificates will be delivered in book-entry form and you will not receive
a physical certificate.
You should review and consider the discussion under "Special
Considerations" beginning on page 13 of the accompanying Prospectus before
you purchase any Certificates.
Neither the Securities and Exchange Commission nor any state securities
commission has approved the Certificates or determined that this Prospectus
Supplement or the Prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
The Certificates represent interests in the Trust only, and are not
interests in or obligations of any other person. The Certificates and the
underlying accounts and receivables are not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental agency or
instrumentality.
This Prospectus Supplement may be used to offer and sell the Certificates
only if accompanied by the Prospectus.
Underwriters of the Class A Certificates
Salomon Smith Barney
Chase Securities Inc.
Goldman, Sachs & Co.
Lehman Brothers
Merrill Lynch & Co.
Underwriters of the Class B Certificates
Salomon Smith Barney Merrill Lynch & Co.
<PAGE>
TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
<S> <C>
Summary of Terms........................................................... S-3
The Credit Card Business of Citibank (South Dakota)........................ S-10
The Accounts............................................................... S-13
Supplemental Series Provisions............................................. S-20
The L/C Issuer............................................................. S-23
Underwriting............................................................... S-24
Legal Matters.............................................................. S-26
Glossary Supplement........................................................ S-27
Annex I: Prior Issuances of Investor Certificates.......................... I-1
Annex II: Summary Financial Information.................................... II-1
</TABLE>
Prospectus
<TABLE>
<S> <C>
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............................................ 54
Certain Legal Aspects of the Receivables................................... 66
Tax Matters................................................................ 69
ERISA Considerations....................................................... 73
Plan of Distribution....................................................... 77
Legal Matters.............................................................. 78
Glossary................................................................... 79
Annex I: Global Clearance, Settlement and Tax Documentation Procedures..... I-1
</TABLE>
----------------
The Class A Certificates and the Class B Certificates are offered subject to
receipt and acceptance by the Underwriters and to their right to reject any
order in whole or in part and to withdraw, cancel or modify the offer without
notice.
<PAGE>
SUMMARY OF TERMS
Because this is a summary it does not contain all the information you may
need to make an informed investment decision. Information is provided to you
about the Certificates in two separate documents that provide more detail: (a)
the Prospectus, which provides general information, some of which may not apply
to the Series 1999-2 Certificates and (b) this Prospectus Supplement, which
describes the specific terms of the Series 1999-2 Certificates. You should read
the entire Prospectus Supplement and Prospectus before you purchase any
Certificates.
If the terms of the Series 1999-2 Certificates vary between this Prospectus
Supplement and the accompanying Prospectus, you should rely on the information
in this Prospectus Supplement.
There is a Glossary Supplement on page S-27 and a Glossary on page 79 where
you will find listings of the capitalized terms used in this Prospectus
Supplement and the Prospectus. In addition, the capitalized terms that specify
the major structural terms of the Series 1999-2 Certificates are collected
under "Supplemental Series Provisions--Additional Defined Terms" in this
Prospectus Supplement. You will need to understand these terms in order to
fully understand the provisions of the Prospectus that describe the operation
of the Trust generally and how such provisions relate to the Series 1999-2
Certificates.
Securities Offered $750,000,000 5.875% Class A Credit Card Participation
Certificates, Series 1999-2.
$48,000,000 6.150% Class B Credit Card Participation
Certificates, Series 1999-2.
The Certificates represent interests in the assets of
Citibank Credit Card Master Trust I. These assets consist
primarily of receivables arising from selected VISA and
MasterCard revolving credit card accounts. See "The
Trust" in the Prospectus and "The Accounts--General" in
this Prospectus Supplement.
Interest The Class A Certificates will accrue interest at the rate
of 5.875% per annum. The Class B Certificates will accrue
interest at the rate of 6.150% per annum. Interest will
be paid on the Certificates on the 10th day of each March
and September (or, if the 10th day is not a business day,
the following business day), beginning September 10,
1999.
Principal Principal of the Class A and Class B Certificates is
expected to be paid in full in one payment by the Trust
on March 10, 2009, the expected final payment date.
However, this date is not the latest date on which the
final principal payments on the Certificates may be paid.
Instead, it is the date on which collections of
receivables are expected to be sufficient to make the
final principal payments. If collections are less than
expected, then principal payments may be delayed. If
certain payout events known as Early Amortization Events
occur, principal payments may occur earlier than
expected.
S-3
<PAGE>
If the Class A and Class B Certificates are not paid in
full on the expected final payment date, then principal
payments will be made on a monthly basis on the Class A
Certificates until they are paid in full or the series
termination date occurs, whichever is earlier. The series
termination date, which is also known as the legal final
maturity date, is March 10, 2011. After the Class A
Certificates are paid in full, principal payments will
begin on the Class B Certificates. If sufficient
principal collections have been received, the Class B
Certificates will be paid in full on the same date as the
final Class A principal payment; otherwise, monthly
principal payments will be made on the Class B
Certificates until they are paid in full or the series
termination date occurs, whichever is earlier.
Principal of the Class A Certificates will be paid in
full before any principal of the Class B Certificates
will be paid; however, if an Economic Early Amortization
Event occurs, some principal will be paid concurrently on
the Class A and Class B Certificates from draws under the
credit enhancement for this Series, as described under
"Series Provisions--Series Enhancements--Credit
Enhancement Generally" and "--Early Amortization Events"
in the Prospectus.
See "Series Provisions--Principal" in the Prospectus.
Invested Amount As described below in this Summary of Terms under
"Allocations", the allocation among outstanding Series of
cash flow from collections on Trust assets is based
primarily on the Invested Amount of a Series. The
Invested Amount represents the allocable interest of a
Series or a Class in the Trust assets. Initially, the
Invested Amount of a Series equals the total initial
principal amount of the Class A and Class B Certificates.
Accordingly, the initial Invested Amount of the Series
1999-2 Certificates will be $798,000,000. The initial
Invested Amount of a Class will equal its initial
principal amount. After issuance, the Invested Amount of
a Series will equal the sum of the Class A and Class B
Invested Amounts, and the Invested Amount of a Class will
. decrease, to the extent of principal paid to that Class
(or deposited into an account for later payment),
. decrease, to the extent of losses and shortfalls
allocated to that Class and
. increase, to the extent of reimbursement to that Class
of previously allocated losses and shortfalls.
See "Master Trust Provisions--Allocations among Series"
and "Series Provisions--Allocations, Reallocations and
Subordination--Allocation Between Investor
Certificateholders and the Banks" in the Prospectus.
Credit Enhancement The credit enhancement for the Series 1999-2 Certificates
consists of an irrevocable Letter of Credit, or "L/C",
and, in the case of the Class A Certificates, the
subordination of the Class B Certificates.
Letter of Credit: An L/C in the amount of $47,880,000
will be issued in the name of the Trustee by State Street
Bank and Trust Company, a Massachusetts banking and trust
company, on the day the Certificates are issued. Of this
amount, $39,900,000 will be for the benefit of both the
Class A and Class B
S-4
<PAGE>
Certificates. This shared amount will first be used to
pay interest shortfalls and certain other amounts on the
Class A Certificates and then on the Class B
Certificates.
The remaining $7,980,000 of the initial L/C amount will
be for the exclusive benefit of the Class B Certificates.
On the earlier of March 10, 2009 and the day that the
final principal payment has been made on the Class A
Certificates, this amount will be applied to pay
principal of the Class B Certificates to the extent of
certain losses and shortfalls previously allocated to the
Class B Certificates. In addition, if an Economic Early
Amortization Event occurs, amounts available under the
L/C will be applied concurrently as payments to the Class
A and Class B Certificates.
See "Series Provisions--Series Enhancements--Credit
Enhancement Generally" in the Prospectus.
Subordination: Subordination of the Class B Certificates
provides credit enhancement for the Class A Certificates.
The Class B Certificates generally will not receive any
principal payments until the Class A Certificates have
been paid in full. However, the payment of accrued
interest on the Class B Certificates is not subordinated
to the Class A Certificates. The principal amount of the
Class B Certificates must be reduced to zero before the
Class A Certificates will suffer any loss of principal or
interest. For a description of the events which could
cause a reduction of the principal amount of the Class B
Certificates, see "Series Provisions--Allocations,
Reallocations and Subordination--Allocations,
Reallocations and Subordination Within a Series--
Subordination" in the Prospectus.
Credit enhancement for the Series 1999-2 Certificates is
only available for the benefit of the Series 1999-2
Certificates. Credit enhancement available to other
Series is not available to the Series 1999-2
Certificates.
Revolving Period
and Accumulation The Revolving Period will begin on the issuance date of
Period the Certificates. During this period, finance charge
collections will be applied to make interest payments on
the Certificates but principal collections will not be
applied to make principal payments on the Certificates.
Instead, these principal collections will be reinvested
in newly generated receivables (thereby increasing the
amount of receivables in the Trust) or, if necessary,
applied to make principal payments that are due on other
Series of certificates. This application of principal
collections will not reduce the allocable interest of the
Series 1999-2 Certificateholders in the assets of the
Trust.
The Revolving Period is expected to end, and the
Accumulation Period to begin, at the close of business on
the fourth-to-last business day of February 2008. The
Accumulation Period will continue until the expected
final payment date. (The duration of these periods may
change, as described below in this paragraph and under
"Early Payout Events" in this Summary of Terms.) During
the Accumulation Period, a portion of principal
collections allocated to your Series will be deposited
each month in an accumulation account, and these funds
will
S-5
<PAGE>
ultimately be applied to make the final principal payment
on the Class A Certificates. The Accumulation Period is
scheduled to last twelve months, but this period may be
shortened (and the Revolving Period extended by the same
period of time) if the Servicer expects that a shorter
period will be sufficient for the accumulation of the
amount of the full final Class A principal payment. The
Servicer will set the length of the Accumulation Period
according to a formula. This formula is described under
"Supplemental Series Provisions--Postponement of
Accumulation Period" in this Prospectus Supplement.
Allocations The Servicer will allocate, on a monthly basis, all
finance charge collections on receivables among all
outstanding Series, and, within a Series, between the
interest of the Certificateholders and the interest of
the Banks. These allocations will be made as follows:
. first, the Servicer will allocate finance charge
collections on receivables and losses on
receivables to each outstanding Series, primarily
based on the Invested Amount of the Series,
. second, the collections and losses allocated to
each Series will be apportioned, Series by Series,
between the interest of the certificateholders of
that Series and the Banks' interest, and
. third, the amounts allocated to the
Certificateholders' interest for all outstanding
Series will be pooled together and reallocated
among all outstanding Series in order to pay, for
each Series:
1. accrued interest on the certificates,
2. reimbursement of prior losses,
3. the Servicer's monthly servicing fee and
4. certain miscellaneous amounts.
The Servicer will also allocate, on a monthly basis,
principal collections on receivables among all
outstanding Series, based primarily on the Invested
Amounts of the Series. Principal collections allocated to
a particular Series will first be allocated between the
interest of the Certificateholders and the interest of
the Banks. Principal collections allocated to the
Certificateholders will be applied:
. first, (to the extent of the principal collections
allocable to the Class B Certificates) to cover any
shortfall in the payment of accrued interest on the
Class A Certificates and to reimburse any losses
previously allocated to that Class,
. second, (a) if the Series is in its Revolving
Period, either to cover principal shortfalls on
other outstanding Series or to payments to the
Banks and (b) if the Series is in its Accumulation
Period, to the monthly deposit in an accumulation
account for ultimate payment to the Class A
Certificates and (c) if it is the Class B expected
final payment date, to the Class B Certificates up
to their Invested Amount and
. third, if there is any amount remaining, to
reimbursement of amounts previously drawn under the
L/C and other miscellaneous applications.
See "Series Provisions--Allocations, Reallocations and
Subordination" in the Prospectus.
S-6
<PAGE>
Early Payout Events The documents that govern the terms and conditions of the
Series 1999-2 Certificates include a list of adverse
events known as "Early Amortization Events". An early
payout of principal of your Certificates will begin if an
Early Amortization Event occurs. If an Early Amortization
Event occurs, the Revolving Period or the Accumulation
Period will end, and principal and finance charge
collections allocated to your Series will be applied to
make monthly principal and interest payments on the
Certificates until the earlier of the date the
Certificates have been paid in full or the series
termination date. If an Early Amortization Event occurs
during the Accumulation Period, all monies deposited in
the accumulation account will be applied to pay principal
of the Class A Certificates.
Early Amortization Events include such adverse events as:
. the failure by either Bank to make any required
payment or deposit.
. the failure by either Bank to perform its
agreements under the Series 1999-2 documents, if
the effect of such failure is materially adverse
for the Certificateholders.
. the occurrence of certain events of bankruptcy,
insolvency or receivership relating to either Bank.
. the occurrence of certain defaults by the Servicer.
. the failure to pay the Invested Amount of the Class
A or Class B Certificates in full on their expected
final payment date.
. the yield on the assets of the Trust is lower than
that required under the Series 1999-2 documents.
. the failure of the L/C Issuer to make a payment
under the L/C within 5 days of the date payment was
due.
The list above summarizes only some of these adverse
events. See "Series Provisions--Early Amortization
Events" in the Prospectus for a full description of all
Early Amortization Events and their consequences to
Certificateholders.
Trust Assets; The Trust assets include receivables from selected VISA
Receivables and MasterCard revolving credit card accounts which meet
the eligibility criteria for inclusion in the Trust.
These eligibility criteria are discussed in the
Prospectus under "The Pooling Agreement Generally--
Representations and Warranties". The receivables consist
of Principal Receivables and Finance Charge Receivables.
Principal Receivables include amounts charged by
cardholders for merchandise and services and amounts
advanced to cardholders as cash advances. Finance Charge
Receivables include periodic finance charges, annual
membership fees, cash advance fees, late charges and
certain other fees billed to cardholders.
The aggregate amount of receivables in the Trust as of
December 26, 1998 was $39,770,293,715, of which
$39,178,848,088 were Principal Receivables and
$591,445,627 were Finance Charge Receivables. For more
detailed financial information relating to the
receivables and accounts, see "The Accounts" in this
Prospectus Supplement.
S-7
<PAGE>
The Trust will issue the Class A Certificates only if
Ratings they are rated in the highest rating category by at least
one nationally recognized rating agency.
The Trust will issue the Class B Certificates only if
they are rated at least "A" or its equivalent by at least
one nationally recognized rating agency.
See "Special Considerations--Series Considerations--
Ratings of the Investor Certificates" in the Prospectus.
ERISA Eligibility Benefit Plans are generally permitted to purchase Class A
Certificates. However, a fiduciary of a Benefit Plan must
determine whether an investment in Class A Certificates
is permissible for its Benefit Plan.
The Class B Certificates are expected to be eligible for
purchase by Benefit Plans.
See "ERISA Considerations" in the Prospectus.
Federal Income Tax
Consequences Tax Counsel will provide an opinion that the Certificates
are properly treated as debt for federal income tax
purposes, and all holders of Certificates will agree to
treat the Certificates as debt of the Banks for income
tax purposes.
Issuance of
Additional Series The Trust may in the future issue additional Series 1999-
1999-2 2 Certificates if certain conditions are met. If
Certificates additional Series 1999-2 Certificates are issued, the
outstanding principal amounts of the Class A and Class B
Certificates and the amount of credit enhancement will
all be increased proportionately. Additional Certificates
of each class will be identical in all respects to the
other outstanding Certificates of that class. Additional
Series 1999-2 Certificates may only be issued during the
Revolving Period. See "Supplemental Series Provisions--
Issuance of Additional Investor Certificates" in this
Prospectus Supplement.
Participation with
Other Series The Series 1999-2 Certificates will be the 38th Series
issued by the Trust, excluding those Series that have
previously matured. The Series 1999-2 Certificates and
the 37 outstanding Series together comprise "Group One."
See "Annex I: Prior Issuances of Investor Certificates"
to this Prospectus Supplement for a summary of these
outstanding Series. 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 future
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 your
Certificates. See "Series Provisions--Allocations,
Reallocations and Subordination--Reallocations Among
Investor Certificates of Different Series" in the
Prospectus.
S-8
<PAGE>
Stock Exchange Citibank (South Dakota) and Citibank (Nevada) will apply
Listing to list the Certificates on the Luxembourg Stock
Exchange. The Banks cannot guarantee that the application
for the listing will be accepted. You should consult with
Banque Internationale a Luxembourg, the Luxembourg
listing agent for the Certificates, 69, route d'Esch, L-
2953 Luxembourg, phone number (352) 4590-1, to determine
whether the Certificates have been listed on the
Luxembourg Stock Exchange.
Trustee
Bankers Trust Company, a New York banking corporation.
Servicer Citibank (South Dakota). The Servicer is responsible for
servicing, managing and making collections on the
receivables. The Servicer will receive monthly servicing
fees 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.
The Banks
Citibank (South Dakota) is located at 701 East 60th
Street, North, Sioux Falls, South Dakota 57117. Its
telephone number is (605) 331-2626.
Citibank (Nevada) is located at 8725 West Sahara Avenue,
Las Vegas, Nevada 89163. Its telephone number is (702)
797-4444.
Denominations The Trust will issue Certificates in minimum
denominations of $1,000 and multiples of $1,000.
Registration,
Clearance and The Certificates initially will be registered in the name
Settlement of Cede & Co., as the nominee of The Depository Trust
Company, and you will not receive a physical certificate,
except under certain limited circumstances. You may elect
to hold your Certificates through The Depository Trust
Company (in the United States) or Cedel Bank, societe
anonyme, or the Euroclear System (in Europe). You may
transfer your Certificates in accordance with the rules
and operating procedures of these organizations. See "The
Pooling Agreement Generally--Book-Entry Registration" and
"--Definitive Certificates" in the Prospectus.
S-9
<PAGE>
THE CREDIT CARD BUSINESS OF CITIBANK (SOUTH DAKOTA)
General
Citibank (South Dakota) services the Accounts at its facilities 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
Citibank (Nevada) will hold a participation in the Receivables in certain of
these Accounts before their conveyance to the Trust.
Subject to certain conditions, the Banks may convey to the Trust receivables
that arise 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. Interests in the receivables
arising in such accounts may be conveyed to the Banks and then sold to the
Trust, in whole or in part. In addition, the Banks may purchase from other
credit card issuers portfolios of credit card accounts which may be included in
the Trust. These accounts may be originated, used or collected in a manner
different from the VISA and MasterCard International accounts described below
and may differ with respect to loss and delinquency and revenue experience and
historical payment rates. These accounts may also have different terms than the
accounts described below, including lower periodic finance charges.
Consequently, the addition to the Trust of receivables arising in these
accounts could reduce the Portfolio Yield.
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"). Additional Accounts may include Eligible Accounts originated
after the date of this offering and which are selected using eligibility
criteria different from those used in selecting the Accounts presently included
in the Trust.
Citibank (South Dakota) is a member of VISA and MasterCard International.
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 those credit cards are processed through the VISA and
MasterCard International authorization and settlement systems. If either system
were to materially curtail its activities, or if Citibank (South Dakota) were
to cease being 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 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:
1. applications mailed directly to prospective cardholders;
2. applications made available to prospective cardholders at the banking
facilities of Citibank (South Dakota), at other financial institutions and
at retail outlets;
3. applications generated by advertising on television, on radio and in
magazines;
S-10
<PAGE>
4. direct mail and telemarketing solicitation for accounts on a pre-
approved credit basis;
5. solicitation of cardholders of existing nonpremium accounts for
premium accounts;
6. applications through affinity and co-brand marketing programs and
7. purchases of accounts from other credit card issuers.
Acquisition and Use of Credit Cards
Citibank (South Dakota) reviews each application for a new VISA and
MasterCard account for completeness and creditworthiness. Citibank (South
Dakota) generally obtains a credit report on the applicant issued by an
independent credit reporting agency. 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 on
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. From time to time Citibank (South
Dakota) reviews its credit scoring models and, if necessary, updates them 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 those criteria
and forwards the 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 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.
S-11
<PAGE>
Citibank (South Dakota) purchases credit card accounts that 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. Citibank (South Dakota) screens purchased
accounts against criteria established 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 purchased accounts remain open. The credit
limits on these accounts are based initially on the limits established or
maintained by the selling institution. Citibank (South Dakota) expects that
portfolios of credit card accounts it and Citibank (Nevada) purchase from other
credit card issuers will be added to the Trust from time to time. Citibank
(South Dakota) expects to screen these accounts in the manner described above.
Each cardholder is subject to an agreement governing the terms and conditions
of the account. Each agreement provides that Citibank (South Dakota) may 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 it does not receive the minimum payment due by the due date
indicated on the cardholder's statement. 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), attempt to collect delinquent credit card receivables. 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 are as few 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, if an account is 15 days
delinquent or if a cardholder exceeds that 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, the account 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 that
account not later than 60 days after the Servicer receives 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.
Year 2000
Many computer applications have been written using two digits rather than
four to define the applicable year, and therefore may not recognize a date
using "00" as the Year 2000. This could result in the inability of the
application to properly process transactions with dates in the Year 2000 or
thereafter. Citibank (South Dakota) and Citibank (Nevada) have assessed and,
where necessary, are updating their computer applications and business
processes to provide for their continued functionality and expect to complete
implementation of the necessary changes in a timely manner. Neither Citibank
(South Dakota) nor Citibank (Nevada) anticipates that the costs related to such
implementation will be material to any single year or quarter. In addition, an
assessment of the readiness of third parties with which Citibank (South Dakota)
and Citibank (Nevada) interface in achieving Year 2000 compliance is ongoing.
Lack of readiness by these third parties could expose Citibank (South Dakota)
and/or Citibank (Nevada) to impairment of business processes and activities.
Citibank (South Dakota) and Citibank (Nevada) are assessing these risks and are
creating contingency plans intended to address perceived risks. Neither
Citibank (South Dakota) nor Citibank (Nevada) can predict what effect the
failure of such a third party to address, in a timely manner, the Year 2000
problem would have on the Banks.
S-12
<PAGE>
THE ACCOUNTS
General
The Receivables arise in the Accounts. The Banks selected the Accounts 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, in accordance with the Servicer's
normal servicing policies, were charged-off as uncollectible before they were
added to the Trust. However, for purposes of calculation of the amount of
Principal Receivables and Finance Charge Receivables in the Trust for any date,
the balance of the charged-off receivables is zero and the Trust owns only the
right to receive recoveries with respect to these receivables.
On January 11, 1991 (the "Trust Cut-Off Date"), on any Series Cut-Off Date
and on the date any new Receivables are generated, the Banks 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. Neither the Banks nor the Trust can provide any assurance
that all of the Accounts will continue to meet applicable eligibility
requirements throughout the life of the Trust or throughout the life of your
Certificates.
The Accounts consist of Eligible Accounts, which consist of VISA and
MasterCard credit card accounts. The Banks may 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
$28.38 billion of Principal Receivables. The Lump Sum Additions consist
primarily of receivables arising from (a) certain premium and non-premium 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 neither the Banks nor the
Trust can provide any 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. Additional
Accounts may contain Receivables which consist of fees, charges and amounts
which are different from the fees, charges and amounts described below. These
Additional Accounts may also be subject to different credit limits, balances
and ages. Consequently, neither the Banks nor the Trust can provide any
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 reduce 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 for the
Accounts with respect to cardholder payments for each of the periods shown. For
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 that table, Net Losses would be higher
as an absolute number and as a percentage of the average of Principal and
Finance Charge Receivables outstanding during the periods indicated. Neither
the Banks nor the Trust can provide any assurance that the loss and delinquency
experience for the Receivables in the future will be similar to the historical
experience set forth below.
S-13
<PAGE>
Loss Experience for the Accounts(1)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Average Principal Receivables
Outstanding(2)................... $36,082,462 $33,529,923 $31,225,337
Net Losses(3)..................... $ 2,137,557 $ 2,099,096 $ 1,678,991
Net Losses as a Percentage of
Average Principal Receivables
Outstanding...................... 5.89% 6.26% 5.38%
</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 each of the years ended
December 31, 1998, 1997 and 1996 were 91.56%, 92.49% and 92.46%,
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.
Delinquencies as a Percentage of the Accounts(1)(2)
(Dollars in Thousands)
<TABLE>
<CAPTION>
As of December 31,
--------------------------------------------------------------------------
1998 1997 1996
------------------------ ------------------------ ------------------------
Delinquent Delinquent Delinquent
Number of Days Delinquent Amount(1) Percentage(2) Amount(1) Percentage(2) Amount(1) Percentage(2)
- ------------------------- ---------- ------------- ---------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
35-64 days............... $ 669,655 1.83% $ 683,773 2.01% $ 714,532 2.25%
65-94 days............... 391,200 1.07 389,897 1.15 394,432 1.25
95 days or more.......... 701,872 1.92 699,696 2.06 687,988 2.17
---------- ---- ---------- ---- ---------- ----
Total................... $1,762,727 4.82% $1,773,366 5.22% $1,796,952 5.67%
========== ==== ========== ==== ========== ====
</TABLE>
- --------
(1) The Delinquent Amount includes both 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 each year of the three-year period ended December 31, 1998
are set forth in the following table.
The revenue experience in this 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 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.
S-14
<PAGE>
Revenue Experience for the Accounts
(Dollars in Thousands)
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C> <C>
Finance Charges and Fees Paid...... $6,768,295 $6,189,383 $5,732,865
Average Revenue Yield(1)........... 18.66% 18.46% 18.36%
</TABLE>
--------
(1) Average Revenue Yield is the result of dividing Finance
Charges and Fees Paid by Average Principal Receivables
Outstanding during the periods indicated.
The revenues from 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 cardholders pay off their entire balance each month, thereby avoiding
periodic finance charges on their purchases)--and upon other card-related
services for which the cardholder pays a fee. 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 may specify that they will treat these fees as Finance Charge
Receivables. Revenues from 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. These
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
Monthly payment rates on the Receivables may vary because, among other
things, a cardholder may fail to make a required payment, may only make the
minimum required payment or may pay 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
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, tax laws, consumer spending and borrowing patterns
and the terms of the Accounts (which Citibank (South Dakota) may change).
Cardholder Monthly Payment Rates for the Accounts
<TABLE>
<CAPTION>
Year Ended
December 31,
-------------------
1998 1997 1996
----- ----- -----
<S> <C> <C> <C>
Lowest Month.......................................... 19.15% 18.00% 17.65%
Highest Month......................................... 22.31% 21.98% 21.05%
Average of the Months in the Period................... 21.06% 19.92% 19.39%
</TABLE>
S-15
<PAGE>
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 2.35% 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 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 for 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 December 26, 1998 included $591,445,627
of Finance Charge Receivables and $39,178,848,088 of Principal Receivables
(which amounts include overdue Finance Charge Receivables and overdue Principal
Receivables). As of December 26, 1998 there were 31,305,607 Accounts. Included
within the Accounts are inactive Accounts that have no balance. The Accounts
had an average Principal Receivable balance of $1,251 and an average credit
limit of $5,524. The average total Receivable balance in the Accounts as a
percentage of the average credit limit with respect to the Accounts was 23%.
Approximately 93% of the Accounts were opened prior to December 1996. Of the
Accounts, approximately 13.23% related to cardholders with billing addresses in
California, 10.89% in New York, 6.68% in Texas and 5.70% in Florida. Not more
than 5% of the Accounts related to cardholders having billing addresses in any
other single state.
The following tables summarize the Accounts by various criteria as of
December 26, 1998. References to "Receivables Outstanding" in these 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.
S-16
<PAGE>
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)........... 245,120 0.78% $ (56,510,485) (0.14)%
No Balance(2)............... 15,917,538 50.85 0 0.00
Less than or equal to
$500.00.................... 3,437,690 10.98 691,144,577 1.74
$500.01 to $1,000.00........ 1,956,638 6.25 1,451,191,761 3.65
$1,000.01 to $2,000.00...... 2,967,366 9.48 4,372,209,826 10.99
$2,000.01 to $3,000.00...... 1,959,064 6.26 4,839,582,595 12.17
$3,000.01 to $4,000.00...... 1,330,745 4.25 4,623,122,446 11.62
$4,000.01 to $5,000.00...... 1,077,328 3.44 4,859,957,873 12.22
$5,000.01 to $6,000.00...... 744,994 2.38 4,078,599,850 10.26
$6,000.01 to $7,000.00...... 499,737 1.60 3,234,881,802 8.13
$7,000.01 to $8,000.00...... 350,754 1.12 2,622,798,970 6.59
$8,000.01 to $9,000.00...... 244,505 0.78 2,072,143,537 5.21
$9,000.01 to $10,000.00..... 180,228 0.58 1,709,660,871 4.30
Over $10,000.00............. 393,900 1.25 5,271,510,092 13.26
---------- ------ --------------- ------
Total..................... 31,305,607 100.00% $39,770,293,715 100.00%
========== ====== =============== ======
</TABLE>
- --------
(1) Credit balances are a result of cardholder payments and credit adjustments
applied in excess of an Account's unpaid balance. Accounts which have a
credit balance are included because receivables may be generated in these
Accounts in the future.
(2) Accounts which have no balance are included because receivables may be
generated in these Accounts 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..................... 1,950,391 6.23% $ 70,337,100 0.18%
$500.01 to $1,000.00......... 1,739,162 5.56 387,090,331 0.97
$1,000.01 to $2,000.00....... 4,279,693 13.67 2,144,034,444 5.39
$2,000.01 to $3,000.00....... 3,416,040 10.91 2,543,740,625 6.40
$3,000.01 to $4,000.00....... 2,486,096 7.94 2,392,583,124 6.02
$4,000.01 to $5,000.00....... 3,525,637 11.26 3,914,507,350 9.84
Over $5,000.00............... 13,908,588 44.43 28,318,000,741 71.20
---------- ------ --------------- ------
Total...................... 31,305,607 100.00% $39,770,293,715 100.00%
========== ====== =============== ======
</TABLE>
S-17
<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)................... 29,938,882 95.63% $35,781,145,362 89.97%
Up to 34 days delinquent..... 792,505 2.53 2,226,421,176 5.60
35 to 64 days delinquent..... 246,975 0.79 669,655,196 1.68
65 to 94 days delinquent..... 122,475 0.39 391,200,184 0.98
95 to 124 days delinquent.... 87,932 0.28 292,619,101 0.74
125 to 154 days delinquent... 66,201 0.21 228,632,983 0.57
155 to 184 days delinquent... 50,637 0.17 180,619,713 0.46
---------- ------ --------------- ------
Total...................... 31,305,607 100.00% $39,770,293,715 100.00%
========== ====== =============== ======
</TABLE>
- --------
(1) Includes Accounts on which the minimum payment has not been received before
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... 0 0.00 0 0.00
Over 12 months to 24 months.. 2,269,289 7.25 2,949,524,429 7.42
Over 24 months to 36 months.. 2,739,313 8.75 3,250,376,438 8.17
Over 36 months to 48 months.. 4,398,811 14.05 5,270,685,012 13.25
Over 48 months............... 21,898,194 69.95 28,299,707,836 71.16
---------- ------ --------------- ------
Total...................... 31,305,607 100.00% $39,770,293,715 100.00%
========== ====== =============== ======
</TABLE>
Billing and Payments
The Accounts have differing billing and payment structures, including
different periodic finance charges and fees. The following information reflects
the current billing and payment characteristics of the Accounts.
Citibank (South Dakota) sends monthly billing statements to cardholders with
balances at the end of each billing period. Each month a VISA or MasterCard
cardholder must make a minimum payment equal to the sum of (1) the greater of
$20 (or, if the then current balance is less than $20, that balance) and 1/48
of the then current balance, (2) any amount which is past due and (3) any
amount which is in excess of the credit limit. The required minimum payment,
however, cannot be less than the finance charges billed.
A periodic finance charge is assessed on the Accounts. The periodic finance
charge assessed on balances for purchases and cash advances for the majority of
Accounts is calculated by multiplying (1) the daily balances for each day
during the billing cycle by (2) the applicable daily periodic finance charge
rate, and summing the results for each day in the billing period. The daily
balance is calculated by taking the previous day's balance, adding any new
purchases or cash advances and fees, adding the daily finance charge on the
previous day's balance, and subtracting any payments or credits. Cash advances
are included in the daily balance from the date such advances are made.
Purchases are included in the daily balance 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.
S-18
<PAGE>
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 12.9%. As of the most
recent quarterly reset date, the periodic finance charge on balances in most
accounts ranged from 13.15% to 20.65%. Citibank (South Dakota) may change the
periodic finance charge on accounts at any time by written notice to the
cardholders. Any increase in such finance charge 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. Some of the Accounts may be
subject to additional fees, including:
. a late fee of $25 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;
. a cash advance fee which is generally equal to 3.0% of the amount of the
cash advance (subject to a minimum fee of $5);
. a returned payment fee of $25;
. a returned check fee of $25;
. a stop payment fee of $25; and
. a fee of $25 for each billing period with respect to each account with
an outstanding balance over the credit limit established for such
account.
Payments by cardholders 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:
1. periodic finance charges on cash advances,
2. periodic finance charges on purchases,
3. cash advance amounts and
4. purchase amounts.
When all minimum amounts due are paid, payments are generally allocated first
to cash advance balances and then to purchase balances. Neither the Banks nor
the Trust can provide any assurance that periodic finance charges, fees and
other charges will remain at current levels in the future.
S-19
<PAGE>
SUPPLEMENTAL SERIES PROVISIONS
Additional Defined Terms
The description in the Prospectus of the general operation of the Trust, and
how that operation relates to a particular Series of certificates and the
amounts allocable to such Series, uses certain defined terms that are specified
in this Prospectus Supplement. These defined terms are collected below as an
aid to your understanding of the Prospectus.
"Class A Controlled Amortization Amount" is $68,181,818, or if the Servicer
elects to postpone the start 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 Invested
Amount as of the Class A Expected Final Payment Date. See "--Postponement of
Accumulation Period" below.
"Class A Expected Final Payment Date" is March 10, 2009.
"Class A Investment Fee" is $0.
"Class A Monthly Interest" means, for any Distribution Date, one-twelfth of
the product of (a) the Class A Certificate 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 initial Class A
Invested Amount at the Class A Certificate Rate from and including the Series
Issuance Date to but excluding such Distribution Date (calculated on the basis
of a 360-day year of twelve 30-day months), provided that such amount will be
adjusted to reflect any Additional Issuance during the related Due Period.
"Class B Expected Final Payment Date" is March 10, 2009.
"Class B Monthly Interest" means, for any Distribution Date, one-twelfth of
the product of (a) the Class B Certificate 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 initial Class B Invested Amount at the Class B
Certificate Rate from and including the Series Issuance Date to but excluding
such Distribution Date (calculated on the basis of a 360-day year of twelve 30-
day months), provided that such amount will be adjusted to reflect any
Additional Issuance during the related Due Period.
"Distribution Date" means the 10th day of each month (or, if that day is not
a business day, the following business day), beginning in April 1999.
"Initial Class B Enhancement Amount" is $7,980,000 (which is also equal to
the "Initial Class B L/C Amount").
"Initial Shared Enhancement Amount" is $39,900,000 (which is also equal to
the "Initial Shared L/C Amount").
"Net Servicing Fee Rate" is 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 there is a different servicer.
"Series Cut-Off Date" is February 23, 1999.
"Series Issuance Date" is February 25, 1999.
"Series Termination Date" is March 10, 2011.
S-20
<PAGE>
"Servicer Interchange Rate" is 1.50% per annum.
"Stated L/C Amount" is $47,880,000.
The Letter of Credit
The L/C will be issued by State Street Bank and Trust Company (the "L/C
Issuer"). The amount available to be drawn under the L/C will be equal to the
Stated L/C Amount minus all unreimbursed drawings thereunder. Drawings under
the L/C will be repaid to the L/C Issuer.
If at any time the ratings of the debt obligations of the L/C Issuer are
withdrawn or reduced below A-1+ by Standard & Poor's or Aa3 by Moody's and as a
result thereof either Rating Agency reduces (or indicates that it may reduce)
the then current rating of the Series 1999-2 Certificates, then the Servicer
will, within 30 days (subject to the proviso set forth in clause (ii) below)
following such rating withdrawal or reduction, either (i) replace the L/C with
(x) an irrevocable letter of credit with a stated and available amount not less
than the amount then available under the L/C by a successor L/C issuer
satisfactory to the Rating Agency or (y) any other arrangement satisfactory to
the Rating Agency; provided that in either case such action will not result in
a Ratings Effect; or (ii) cause a draw to be made under the L/C in an amount
equal to the amount then available under the L/C and deposit such amount in an
Eligible Deposit Account (the "L/C Funding Account") to be held in the name of
the Trustee for the benefit of the Series 1999-2 Certificateholders. However,
if at any time the ratings of the debt obligations of the L/C Issuer are
withdrawn or reduced below A-2 by Standard & Poor's or A1 by Moody's, the
Servicer will promptly cause a draw to be made under the L/C in an amount equal
to the amount then available under the L/C and deposit such amount in the L/C
Funding Account. Following the date on which a draw under the L/C is deposited
in the L/C Funding Account, all references to the L/C shall mean the L/C
Funding Account. Any funds on deposit in the L/C Funding Account will be
invested in certain Eligible Investments.
The L/C will be terminated following the earliest to occur of (a) the date on
which the Series 1999-2 Certificates are paid in full or the Trust has been
terminated pursuant to the Pooling Agreement, (b) the date on which the entire
amount available under the L/C is drawn upon and distributed to the Series
1999-2 Certificateholders as a result of the occurrence of an Economic Early
Amortization Event, (c) March 10, 2011, which is the Series Termination Date
and (d) a draw under the L/C as a result of a ratings downgrade, as described
in the paragraph directly above.
See also "Series Provisions--Series Enhancements--The L/C" in the Prospectus.
Issuance of Additional Investor Certificates
The Series Supplement provides that, from time to time during the Revolving
Period, the Banks may, subject to certain conditions described below, cause the
Trustee to issue additional Investor Certificates ("Additional Investor
Certificates") of Series 1999-2 (each such issuance, an "Additional Issuance").
When issued, the Additional Investor Certificates of each class will be
identical in all respects to the other outstanding Investor Certificates of
that class and will be equally and ratably entitled to the benefits of the
Pooling Agreement and the Series Supplement without preference, priority or
distinction.
In connection with each Additional Issuance, the outstanding principal
amounts of the Class A Certificates and the Class B Certificates and the
aggregate amount of Series Enhancement will all be increased proportionately.
The additional Series Enhancement provided in connection with an Additional
Issuance may take the form of an additional letter of credit, the establishment
of a cash collateral account, the purchase of interest rate caps or swaps
and/or another form of Series Enhancement, provided that the form and amount of
additional Series Enhancement will not cause a Ratings Effect.
Following an Additional Issuance, the respective portions of the Series
Enhancement that are for the benefit of the Class A Certificateholders and the
Class B Certificateholders will remain the same, as a percentage of the total
Series Enhancement, as the respective proportions in effect on the Series
Issuance Date. The Class A Controlled Amortization Amount will be increased
proportionately to reflect the principal amount of additional Class A
Certificates, and the Class A Investment Fee will also be increased, provided
that, subject to certain
S-21
<PAGE>
exceptions, the ratio of the maximum possible Class A Investment Fee to the
Invested Amount after giving effect to the Additional Issuance shall not be
more than 150% of that ratio as in effect on the Series Issuance Date.
Additional Investor Certificates may be issued only upon the satisfaction of
the conditions provided in the Series Supplement, including the following:
(a) on or before the fifth Business Day immediately preceding the date on
which the Additional Investor Certificates are to be issued, the Banks
shall have given the Trustee, the Servicer and any provider of Series
Enhancement written notice of such issuance and the date upon which it is
to occur;
(b) after giving effect to the Additional Issuance, the total amount of
Principal Receivables shall be at least equal to the Required Minimum
Principal Balance;
(c) the Banks shall have delivered to the Trustee any additional Series
Enhancement agreement related to the Additional Issuance, executed by each
of the parties to such agreement;
(d) the Trustee shall have received confirmation from the Rating Agency
that such Additional Issuance will not result in a Ratings Effect;
(e) the Banks shall have delivered to the Trustee a certificate of an
authorized officer, dated the date upon which the Additional Issuance is to
occur, to the effect that the Banks reasonably believe that such issuance
will not at the time of its occurrence or at a future date cause an Adverse
Effect;
(f) as of the date of the Additional Issuance and taking the Additional
Issuance into account, the amount available under the L/C, together with
any additional Series Enhancement, shall not be less than the amount
required so that the Additional Issuance will not result in a Ratings
Effect;
(g) as of the date of the Additional Issuance, all amounts due and owing
to the holders of Investor Certificates shall have been paid, and there
shall not be any unreimbursed Class A or Class B Investor Charge-Offs;
(h) the excess of the principal amount of the Additional Investor
Certificates over their issue price shall not exceed the maximum amount
permitted under the Code without the creation of original issue discount;
(i) the Banks' remaining interest in Principal Receivables shall not be
less than 2% of the total amount of Principal Receivables, in each case as
of the date upon which the Additional Issuance is to occur after giving
effect to such issuance; and
(j) the Banks shall have delivered to the Trustee an opinion of counsel
acceptable to the Trustee that for federal and South Dakota income and
franchise tax purposes (1) following the Additional Issuance the Trust will
not be an association (or publicly traded partnership) taxable as a
corporation, (2) the Additional Investor Certificates will be properly
characterized as debt and (3) the Additional Issuance will not adversely
affect the characterization of the outstanding Investor Certificates or the
investor certificates of any other Series as debt and will not cause a
taxable event to holders of any such investor certificates.
There are no restrictions on the timing or amount of any Additional Issuance,
provided that the conditions described above are met. As of the date of any
Additional Issuance, the Class A Invested Amount and the Class B Invested
Amount will be increased to reflect the initial principal balance of the
Additional Investor Certificates of these classes.
Postponement of Accumulation Period
Upon written notice to the Trustee, the Sellers, the Rating Agency and the
L/C Issuer, the Servicer may shorten the length of the Accumulation Period, and
extend by an equal period the length of the Revolving Period. The Servicer may
take such action only if the Accumulation Period Length (determined as
described below) is less than twelve months. On the Determination Date
immediately preceding the February 2008 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
S-22
<PAGE>
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, 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 postponed.
THE L/C ISSUER
The following information has been obtained from the L/C Issuer and has not
been verified or reviewed by the Banks or the Underwriters. No representation
or warranty is made by the Banks or the Underwriters with respect to this
information.
State Street Bank and Trust Company ("State Street") is the principal
subsidiary of State Street Corporation, a bank holding company organized under
the laws of the Commonwealth of Massachusetts. The executive offices of State
Street are located at 225 Franklin Street, Boston, Massachusetts 02110. State
Street is a member of the Federal Reserve System and the FDIC and is subject to
applicable federal and state banking laws and to the supervision and
examination by the Massachusetts Commissioner of Banks and the Federal Reserve
Bank of Boston.
State Street maintains offices in California, Connecticut, Florida, Georgia,
Maryland, Massachusetts, Minnesota, Missouri, New Jersey, New York, New
Hampshire, Pennsylvania, Australia, Austria, Belgium, Canada, the Cayman
Islands, Chile, France, Germany, Hong Kong, Japan, Korea, Luxembourg, New
Zealand, Singapore, Spain, Switzerland, Taiwan, the United Arab Emirates and
the United Kingdom. Founded in 1792, State Street combines information
processing with banking to meet demanding service requirements for processing
and managing virtually all types of financial assets. In addition to financial
processing services, State Street provides a full range of commercial banking
and capital market services to businesses and financial institutions in New
England and selected national and international markets.
The assets of State Street constitute virtually all the assets of State
Street Corporation. As of September 30, 1998, State Street Corporation had
total assets of $50.61 billion. With total assets under custody of $4.3
trillion, and assets under management of $422 billion, State Street is the
leading servicer and manager of financial assets worldwide. State Street's most
recent total capital ratio was in excess of minimum regulatory requirements.
Copies of State Street Corporation's annual report, Form 10-K and quarterly
reports and of State Street's call reports may be obtained by contacting
External Affairs, State Street Corporation, 225 Franklin Street, Boston,
Massachusetts 02110, Phone no. (617) 664-4827.
Annex II to this Prospectus Supplement sets forth certain summary financial
information for State Street Corporation, extracted from its 1997 Form 10-K,
annual report and quarterly report for the quarter ended September 30, 1998.
State Street has a long-term rating of Aa2 from Moody's and AA from Standard
& Poor's. State Street also has short-term ratings of P-1 from Moody's and A-1+
from Standard & Poor's.
S-23
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the underwriting agreement
for 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 principal amount of Class A Certificates set
forth opposite its name:
Class A Certificates
<TABLE>
<CAPTION>
Principal
Class A Underwriters Amount
-------------------- ------------
<S> <C>
Salomon Smith Barney Inc.................................... $150,000,000
Chase Securities Inc........................................ 150,000,000
Goldman, Sachs & Co......................................... 150,000,000
Lehman Brothers Inc. ....................................... 150,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated....................................... 150,000,000
------------
Total..................................................... $750,000,000
============
</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
$750,000,000 aggregate principal 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 Class A Underwriters have advised the Banks 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 0.375% of the principal 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 0.250% of such principal 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 each of the underwriters named below
(the "Class B Underwriters"; the Class A Underwriters and the Class B
Underwriters are collectively referred to herein as the "Underwriters") and
each of the Class B Underwriters has severally agreed to purchase, the
principal amount of Class B Certificates set forth opposite its name:
Class B Certificates
<TABLE>
<CAPTION>
Principal
Class B Underwriters Amount
-------------------- -----------
<S> <C>
Salomon Smith Barney Inc..................................... $24,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated........................................ 24,000,000
-----------
Total...................................................... $48,000,000
===========
</TABLE>
In the Class B Underwriting Agreement, the several Class B Underwriters have
agreed, subject to the terms and conditions set forth therein, to purchase all
$48,000,000 aggregate principal amount of the Class B Certificates offered
hereby if any Class B Certificates are purchased. In the event of default by a
Class B Underwriter, the Class B Underwriting Agreement provides that, in
certain circumstances, the purchase commitment of the nondefaulting Class B
Underwriter may be increased or the Class B Underwriting Agreement may be
terminated. The Class B Underwriters have advised the Banks that the several
Class B
S-24
<PAGE>
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 0.400% of the principal 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 0.250% of such principal amount. After the initial
public offering, the public offering price and such concessions may be changed.
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 Underwriters may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation
M under the Securities Exchange Act of 1934. Over-allotment involves sales in
excess of the offering size, which creates a short position for the
Underwriters. Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified maximum.
Covering transactions involve purchases of the Investor Certificates in the
open market after the distribution has been completed in order to cover short
positions. Penalty bids permit the Underwriters to reclaim a selling concession
from a dealer when the Investor Certificates originally sold by such dealer are
purchased in a covering transaction to cover short positions. Such stabilizing
transactions, covering transactions and penalty bids may cause the price of the
securities to be higher than it would otherwise be in the absence of such
transactions.
Neither the Banks nor the Underwriters make any representation or prediction
as to the direction or magnitude of any effect that the transactions described
above may have on the price of the Investor Certificates. In addition, neither
the Banks nor the Underwriters make any representations that the Underwriters
will engage in such transactions or that such transactions, once commenced,
will not be discontinued without notice.
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.
Salomon Smith Barney Inc. is an affiliate of the Banks.
This Prospectus Supplement and the accompanying Prospectus may be used by
Salomon Smith Barney Inc. and/or other affiliates of the Banks (the "Bank
Affiliates") in connection with offers and sales related to market-making
transactions in the Investor Certificates. The Bank Affiliates 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-25
<PAGE>
Citibank (South Dakota) and Citibank (Nevada) will receive proceeds of
approximately $793,315,260 from the sale of the Certificates (which represents
99.421% of the principal amount of the Class A Certificates and 99.287% of the
principal amount of the Class B Certificates) after paying the underwriting
discount of $3,403,500 (which represents 0.425% of the principal amount of the
Class A Certificates and 0.450% of the principal amount of the Class B
Certificates). The underwriting discount will be 1.550% for Class B
Certificates sold to various noninstitutional investors. To the extent Class B
Certificates are sold to these investors, the actual Class B underwriting
discount will be more than, and the proceeds to the Banks from sales of Class B
Certificates will be less than, the amounts shown above. Additional offering
expenses are estimated to be $600,000.
LEGAL MATTERS
Certain legal matters relating to the Investor Certificates will be passed
upon for the Banks and the Trust by Marla A. Berman, an Associate General
Counsel--Corporate Law of Citigroup Inc., and for the Underwriters by Cravath,
Swaine & Moore, New York, New York. Ms. Berman owns or has the right to acquire
a number of shares of common stock of Citigroup Inc. equal to less than 0.01%
of the outstanding common stock of Citigroup Inc. 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-26
<PAGE>
GLOSSARY SUPPLEMENT
<TABLE>
<S> <C>
Accumulation Period........................................................ S-5
Accumulation Period Length................................................. S-22
Additional Investor Certificates........................................... S-21
Additional Issuance........................................................ S-21
Banks...................................................................... S-9
Class A Certificate Rate .................................................. S-1
Class A Controlled Amortization Amount..................................... S-20
Class A Expected Final Payment Date........................................ S-20
Class A Interest Payment Dates............................................. S-1
Class A Investment Fee..................................................... S-20
Class A Monthly Interest................................................... S-20
Class A Underwriters....................................................... S-24
Class A Underwriting Agreement............................................. S-24
Class B Certificate Rate................................................... S-1
Class B Expected Final Payment Date........................................ S-20
Class B Interest Payment Dates............................................. S-1
Class B Monthly Interest................................................... S-20
Class B Underwriters....................................................... S-24
Class B Underwriting Agreement............................................. S-24
Distribution Date.......................................................... S-20
Group One.................................................................. S-8
Initial Class B Enhancement Amount......................................... S-20
Initial Class B L/C Amount................................................. S-20
Initial Shared Enhancement Amount.......................................... S-20
Initial Shared L/C Amount.................................................. S-20
L/C........................................................................ S-4
L/C Funding Account........................................................ S-21
L/C Issuer................................................................. S-21
Net Servicing Fee Rate..................................................... S-20
Portfolio.................................................................. S-10
Receivables................................................................ S-7
Revolving Period........................................................... S-5
Series Cut-Off Date........................................................ S-20
Series Issuance Date....................................................... S-20
Series Termination Date.................................................... S-20
Servicer Interchange Rate.................................................. S-21
Stated L/C Amount.......................................................... S-21
Summary of Terms........................................................... S-3
Trust Cut-Off Date......................................................... S-13
Underwriters............................................................... S-24
Underwriting Agreements.................................................... S-24
</TABLE>
S-27
<PAGE>
ANNEX I
PRIOR ISSUANCES OF INVESTOR CERTIFICATES
The tables below set forth the principal characteristics of the Credit Card
Participation Certificates, Series 1993-2, 1994-2, 1994-3, 1994-4, 1995-1,
1995-3, 1995-J1, 1995-7, 1995-9, 1996-1, 1996-2, 1996-3, 1996-4, 1996-5, 1996-
6, 1997-1, 1997-2, 1997-3, 1997-4, 1997-5, 1997-6, 1997-7, 1997-8, 1997-9,
1997-10, 1998-1, 1998-2, 1998-3, 1998-4, 1998-5, 1998-6, 1998-7, 1998-8, 1998-
C1, 1998-9, 1998-C2 and 1999-1, 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 (212) 559-0148.
The Servicer will provide, without charge, to any prospective purchaser of the
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 1993-2
<TABLE>
<S> <C>
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
</TABLE>
2. Class A and Class B Credit Card Participation Certificates, Series 1994-2
<TABLE>
<S> <C>
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
</TABLE>
I-1
<PAGE>
3. Class A and Class B Credit Card Participation Certificates, Series 1994-3
<TABLE>
<S> <C>
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
</TABLE>
4. Class A and Class B Credit Card Participation Certificates, Series 1994-4
<TABLE>
<S> <C>
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
</TABLE>
5. Class A and Class B Credit Card Participation Certificates, Series 1995-1
<TABLE>
<S> <C>
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
</TABLE>
I-2
<PAGE>
6. Class A and Class B Credit Card Participation Certificates, Series 1995-3
<TABLE>
<S> <C>
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
</TABLE>
7. Class A and Class B Credit Card Participation Certificates, Series 1995-J1
<TABLE>
<S> <C>
Group...................................................................... One
Class A Invested Amount........................................... $340,715,503
Class B Invested Amount............................................ $21,750,000
Class A Certificate Rate........................................ 2.1% 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
</TABLE>
8. Credit Card Participation Certificates, Series 1995-7
<TABLE>
<S> <C>
Group...................................................................... One
Maximum Allocable Invested Amount............................... $6,000,000,000
Certificate Rate................................................. Floating Rate
Required Available Credit Enhancement Amount... 7.75% of the Allocable Invested
Amount
Series Servicing Fee Rate...................................... 0.37% per annum
Earliest Possible Series Termination Date........ August 2006 Distribution Date
Series Issuance Date........................................... August 17, 1995
</TABLE>
9. Class A and Class B Credit Card Participation Certificates, Series 1995-9
<TABLE>
<S> <C>
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
</TABLE>
I-3
<PAGE>
10. Class A and Class B Credit Card Participation Certificates, Series 1996-1
<TABLE>
<S> <C>
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 February 1999 Distribution
Date............................................................ $890,889,157
Class B Invested Amount as of the February 1999 Distribution Date.. $56,850,364
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
</TABLE>
- --------
(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.
11. Class A and Class B Credit Card Participation Certificates, Series 1996-2
<TABLE>
<S> <C>
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 Distribution Date
Class B Expected Final Payment Date............... March 2001 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........................... March 2003 Distribution Date
Series Issuance Date............................................. March 7, 1996
</TABLE>
12. Class A and Class B Credit Card Participation Certificates, Series 1996-3
<TABLE>
<S> <C>
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
</TABLE>
I-4
<PAGE>
13. Class A and Class B Credit Card Participation Certificates, Series 1996-4
<TABLE>
<S> <C>
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
</TABLE>
14. Class A and Class B Credit Card Participation Certificates, Series 1996-5
<TABLE>
<S> <C>
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
</TABLE>
15. Class A and Class B Credit Card Participation Certificates, Series 1996-6
<TABLE>
<S> <C>
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
</TABLE>
I-5
<PAGE>
16. Class A and Class B Credit Card Participation Certificates, Series 1997-1
<TABLE>
<S> <C>
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
</TABLE>
17. Class A and Class B Credit Card Participation Certificates, Series 1997-2
<TABLE>
<S> <C>
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
</TABLE>
18. Class A and Class B Credit Card Participation Certificates, Series 1997-3
<TABLE>
<S> <C>
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
</TABLE>
I-6
<PAGE>
19. Class A and Class B Credit Card Participation Certificates, Series 1997-4
<TABLE>
<S> <C>
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
</TABLE>
20. Class A and Class B Credit Card Participation Certificates, Series 1997-5
<TABLE>
<S> <C>
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
</TABLE>
21. Class A and Class B Credit Card Participation Certificates, Series 1997-6
<TABLE>
<S> <C>
Group...................................................................... One
Class A Face Amount (1)......................................... $1,000,000,000
Class B Face Amount (1)............................................ $64,000,000
Class A Initial Invested Amount................................... $642,086,168
Class B Initial Invested Amount.................................... $40,676,219
Class A Invested Amount as of the February 1999 Distribution
Date............................................................ $706,781,598
Class B Invested Amount as of the February 1999 Distribution Date.. $44,873,816
Class A Certificate Rate........................................... Zero Coupon
Class B Certificate Rate........................................... Zero Coupon
Class A Accretion Rate................................... 6.32311704% per annum
Class B Accretion Rate................................... 6.46918258% per annum
Class A Expected Final Payment Date.............. August 2004 Distribution Rate
Class B Expected Final Payment Date.............. August 2004 Distribution Rate
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.......................... August 2006 Distribution Date
Series Issuance Date............................................ August 7, 1997
</TABLE>
- --------
(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-7
<PAGE>
22. Class A and Class B Credit Card Participation Certificates, Series 1997-7
<TABLE>
<S> <C>
Group...................................................................... One
Class A Invested Amount........................................... $625,000,000
Class B Invested Amount............................................ $40,000,000
Class A Certificate Rate....................................... 6.35% per annum
Class B Certificate Rate....................................... 6.45% per annum
Class A Expected Final Payment Date.............. August 2000 Distribution Date
Class B Expected Final Payment Date.............. August 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.......................... August 2002 Distribution Date
Series Issuance Date........................................... August 18, 1997
</TABLE>
23. Class A and Class B Credit Card Participation Certificates, Series 1997-8
<TABLE>
<S> <C>
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 2000 Distribution Date
Class B Expected Final Payment Date........... September 2000 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....................... September 2002 Distribution Date
Series Issuance Date........................................ September 15, 1997
</TABLE>
24. Class A and Class B Credit Card Participation Certificates, Series 1997-9
<TABLE>
<S> <C>
Group...................................................................... One
Class A Invested Amount........................................... $678,195,999
Class B Invested Amount............................................ $43,404,544
Class A Certificate Rate....................................... 3.25% per annum
Class B Certificate Rate....................................... 3.50% per annum
Class A Expected Final Payment Date................. November 2002 Payment Date
Class B Expected Final Payment Date................. November 2002 Payment Date
Initial Shared Enhancement Amount.................................. $36,080,027
Initial Class B Enhancement Amount................................. $14,432,011
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date............................. November 2004 Payment Date
Series Issuance Date......................................... November 25, 1997
</TABLE>
I-8
<PAGE>
25. Class A and Class B Credit Card Participation Certificates, Series 1997-10
<TABLE>
<S> <C>
Group...................................................................... One
Class A Invested Amount........................................... $500,000,000
Class B Invested Amount............................................ $32,000,000
Class A Certificate Rate......................................... Floating Rate
Class B Certificate Rate......................................... Floating Rate
Class A Expected Final Payment Date............ November 1999 Distribution Date
Class B Expected Final Payment Date............ November 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........................ November 2001 Distribution Date
Series Issuance Date......................................... November 10, 1997
</TABLE>
26. Class A and Class B Credit Card Participation Certificates, Series 1998-1
<TABLE>
<S> <C>
Group...................................................................... One
Class A Invested Amount........................................... $750,000,000
Class B Invested Amount............................................ $48,000,000
Class A Certificate Rate...................................... 5.750% per annum
Class B Certificate Rate...................................... 5.875% per annum
Class A Expected Final Payment Date............. January 2001 Distribution Date
Class B Expected Final Payment Date............. January 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......................... January 2003 Distribution Date
Series Issuance Date.......................................... January 14, 1998
</TABLE>
27. Class A and Class B Credit Card Participation Certificates, Series 1998-2
<TABLE>
<S> <C>
Group...................................................................... One
Class A Invested Amount........................................... $500,000,000
Class B Invested Amount............................................ $32,000,000
Class A Certificate Rate....................................... 6.05% per annum
Class B Certificate Rate....................................... 6.20% per annum
Class A Expected Final Payment Date............. January 2008 Distribution Date
Class B Expected Final Payment Date............. January 2008 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......................... January 2010 Distribution Date
Series Issuance Date.......................................... January 15, 1998
</TABLE>
I-9
<PAGE>
28. Class A and Class B Credit Card Participation Certificates, Series 1998-3
<TABLE>
<S> <C>
Group...................................................................... One
Class A Invested Amount........................................... $625,000,000
Class B Invested Amount............................................ $40,000,000
Class A Certificate Rate....................................... 5.80% per annum
Class B Certificate Rate....................................... 5.95% per annum
Class A Expected Final Payment Date............ February 2003 Distribution Date
Class B Expected Final Payment Date............ February 2003 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 2005 Distribution Date
Series Issuance Date.......................................... January 29, 1998
</TABLE>
29. Class A and Class B Credit Card Participation Certificates, Series 1998-4
<TABLE>
<S> <C>
Group...................................................................... One
Class A Invested Amount........................................... $504,201,681
Class B Invested Amount............................................ $32,184,000
Class A Certificate Rate....................................... 3.25% per annum
Class B Certificate Rate......................................... Floating Rate
Class A Expected Final Payment Date.................. October 2006 Payment Date
Class B Expected Final Payment Date.................. October 2006 Payment Date
Initial Shared Enhancement Amount.................................. $27,060,029
Initial Class B Enhancement Amount................................. $10,824,008
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date.............................. October 2008 Payment Date
Series Issuance Date............................................ April 16, 1998
</TABLE>
30. Class A and Class B Credit Card Participation Certificates, Series 1998-5
<TABLE>
<S> <C>
Group...................................................................... One
Class A Invested Amount........................................... $683,732,633
Class B Invested Amount............................................ $43,758,889
Class A Certificate Rate...................................... 4.875% per annum
Class B Certificate Rate...................................... 5.125% per annum
Class A Expected Final Payment Date.................... April 2005 Payment Date
Class B Expected Final Payment Date.................... April 2005 Payment Date
Initial Shared Enhancement Amount.................................. $36,374,576
Initial Class B Enhancement Amount................................. $14,549,831
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date................................ April 2007 Payment Date
Series Issuance Date............................................. April 7, 1998
</TABLE>
I-10
<PAGE>
31. Class A and Class B Credit Card Participation Certificates, Series 1998-6
<TABLE>
<S> <C>
Group...................................................................... One
Class A Invested Amount........................................... $750,000,000
Class B Invested Amount............................................ $48,000,000
Class A Certificate Rate....................................... 5.85% per annum
Class B Certificate Rate....................................... 6.00% per annum
Class A Expected Final Payment Date.................... April 2001 Payment Date
Class B Expected Final Payment Date.................... April 2001 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................................ April 2003 Payment Date
Series Issuance Date............................................. April 9, 1998
</TABLE>
32. Class A and Class B Credit Card Participation Certificates, Series 1998-7
<TABLE>
<S> <C>
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................. May 2000 Distribution Date
Class B Expected Final Payment Date................. May 2000 Distribution Date
Initial Shared Enhancement Amount.................................. $66,500,000
Initial Class B Enhancement Amount................................. $26,600,000
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date............................. May 2002 Distribution Date
Series Issuance Date.............................................. May 14, 1998
</TABLE>
33. Class A and Class B Credit Card Participation Certificates, Series 1998-8
<TABLE>
<S> <C>
Group...................................................................... One
Class A Invested Amount........................................... $668,896,321
Class B Invested Amount............................................ $42,700,000
Class A Certificate Rate...................................... 5.125% per annum
Class B Certificate Rate......................................... Floating Rate
Class A Expected Final Payment Date.................. January 2009 Payment Date
Class B Expected Final Payment Date.................. January 2009 Payment Date
Initial Shared Enhancement Amount.................................. $35,579,816
Initial Class B Enhancement Amount................................. $14,231,927
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date.............................. January 2011 Payment Date
Series Issuance Date............................................. June 19, 1998
</TABLE>
34. Floating Rate Credit Card Participation Certificates, Series 1998-C1
<TABLE>
<S> <C>
Group...................................................................... One
Invested Amount................................................... $500,000,000
Certificate Rate................................................. Floating Rate
Expected Final Payment Date.................... December 2001 Distribution Date
Initial Cash Collateral Amount..................................... $30,000,000
Net Servicing Fee Rate......................................... 0.37% per annum
Termination Date............................... December 2003 Distribution Date
Series Issuance Date......................................... November 24, 1998
</TABLE>
I-11
<PAGE>
35. Class A and Class B Credit Card Participation Certificates, Series 1998-9
<TABLE>
<S> <C>
Group...................................................................... One
Class A Invested Amount........................................... $750,000,000
Class B Invested Amount............................................ $48,000,000
Class A Certificate Rate........................................5.30% per annum
Class B Certificate Rate....................................... 5.55% per annum
Class A Expected Final Payment Date.................. January 2004 Payment Date
Class B Expected Final Payment Date.................. January 2004 Payment Date
Initial Shared Enhancement Amount.................................. $39,900,000
Initial Class B Enhancement Amount.................................. $7,980,000
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date............................. January 2006 Payament Date
Series Issuance Date......................................... December 14, 1998
</TABLE>
36. Floating Rate Credit Card Participation Certificates, Series 1998-C2
<TABLE>
<S> <C>
Group...................................................................... One
Invested Amount................................................. $1,000,000,000
Certificate Rate................................................. Floating Rate
Expected Final Payment Date..................... January 2002 Distribution Date
Initial L/C Amount................................................. $60,000,000
Net Servicing Fee Rate......................................... 0.37% per annum
Termination Date................................ January 2004 Distribution Date
Series Issuance Date......................................... December 17, 1998
</TABLE>
37. Class A and Class B Credit Card Participation Certificates, Series 1999-1
<TABLE>
<S> <C>
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........................................5.75% per annum
Class A Expected Final Payment Date..................February 2004 Payment Date
Class B Expected Final Payment Date..................February 2004 Payment Date
Initial Shared Enhancement Amount...................................$39,900,000
Initial Class B Enhancement Amount...................................$7,980,000
Series Servicing Fee Rate.......................................0.37% per annum
Series Termination Date..............................February 2006 Payment Date
Series Issuance Date..........................................February 17, 1999
</TABLE>
I-12
<PAGE>
ANNEX II
SUMMARY FINANCIAL INFORMATION
The financial information set forth below is summarized from the Annual
Report on Form 10-K for the year ended December 31, 1997 of State Street
Corporation, the parent of the L/C Issuer, and from unaudited interim financial
information for the nine months ended September 30, 1998 and 1997 from State
Street Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998.
In addition to the documents mentioned above, the L/C Issuer submits
quarterly Call Reports to the Federal Reserve Bank of Boston, 600 Atlantic
Avenue, Boston, Massachusetts 02106; tel: (617) 973-3000. Each Call Report
consists of a balance sheet, income statement, changes in equity capital and
other supporting schedules. Call Reports are prepared in accordance with
regulatory instructions of the Federal Financial Institutions Examination
Council. While Call Reports are supervisory and regulatory documents, not
primarily accounting documents, and do not provide a complete range of
financial disclosure about the L/C Issuer, they nevertheless provide important
information concerning the financial condition of the L/C Issuer.
The full text of the documents mentioned above may be obtained from State
Street Corporation as described under "The L/C Issuer" in the Prospectus
Supplement. In addition, the Securities and Exchange Commission maintains a
site on the World Wide Web at "http://www.sec.gov" at which users can view and
download copies of the Annual Report and the Quarterly Report mentioned above,
as well as other reports, proxy statements and other information filed
electronically. The Call Reports mentioned above are available on the World
Wide Web at "http://www2.fdic.gov/Call TFR Rpts/default.asp." A copy of the
Annual Report and the Quarterly Report mentioned above may also be obtained by
contacting Salomon Smith Barney Inc. at (212) 723-6171.
II-1
<PAGE>
STATE STREET CORPORATION
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
<TABLE>
<S> <C> <C> <C> <C>
Nine Months Ended Year Ended
-------------------- -------------------
<CAPTION>
September 30, September 30, December 31, December 31,
1998 1997 1997 1996
(in millions)
(unaudited)
<S> <C> <C> <C> <C>
Income Data:
Fee Revenue............... $1,467 $1,220 $1,673 $1,302
Net Interest Revenue...... 545 468 625 543
Total Revenue............. 1,999 1,677 2,298 1,845
Operating Expenses........ 1,509 1,260 1,734 1,398
Net Income................ 325 280 380 293
</TABLE>
<TABLE>
<CAPTION>
At
-----------------------------------------------------
September 30, September 30, December 31, December 31,
1998 1997 1997 1996
(in millions)
(unaudited)
<S> <C> <C> <C> <C>
Balance Sheet Data:
Total Assets............. $50,607 $35,404 $37,975 $31,524
Interest-bearing
deposits.............. 12,289 8,826 10,080 7,565
Securities purchased
under resale
agreements and
securities borrowed... 15,320 4,694 5,544 4,613
Investment Securities.. 9,657 10,462 10,375 9,387
Loans (net)............ 6,270 5,277 5,479 4,640
Total Liabilities........ 48,389 33,488 35,980 29,749
Total deposits......... 27,915 22,111 24,878 19,519
Securities sold under
repurchase
agreements............ 15,562 7,550 7,409 7,387
Long-term debt......... 922 775 774 476
</TABLE>
II-2
<PAGE>
Citibank Credit Card Master Trust I
$750,000,000
5.875% Class A Credit Card Participation Certificates, Series 1999-2
$48,000,000
6.150% Class B Credit Card Participation Certificates, Series 1999-2
Citibank (South Dakota), N.A.
Seller and Servicer
Citibank (Nevada), National Association
Seller
Prospectus Supplement
Dated February 22, 1999
Underwriters of the Class A Certificates
Salomon Smith Barney
Chase Securities Inc.
Goldman, Sachs & Co.
Lehman Brothers
Merrill Lynch & Co.
Underwriters of the Class B Certificates
Salomon Smith Barney Merrill Lynch & Co.
You should rely only on the information contained or incorporated by
reference in this Prospectus Supplement and the accompanying Prospectus. No
one has been authorized to provide you with different information.
The Certificates are not being offered in any state where the offer is not
permitted.
The Sellers do not claim the accuracy of the information in this Prospectus
Supplement and the accompanying Prospectus as of any date other than the dates
stated on their respective covers.
Dealers will deliver a Prospectus Supplement and Prospectus when acting as
underwriters of the Certificates and with respect to their unsold allotments
or subscriptions.
