SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended: December 31, 1996 Commission file number: 33-55268
Citibank (South Dakota), N.A. on behalf of
CHOICE Credit Card Master Trust I
(Issuer in respect of the CHOICE Credit Card Master Trust I,
Floating Rate Class A Credit Card Participation Certificates, Series 1992-2
and 7.20% Class B Credit Card Participation Certificates, Series 1992-2
(collectively, the "Certificates"))
(Exact name of registrant as specified in its charter)
United States of America 46-0358360
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
701 East 60th Street, North
Sioux Falls, South Dakota 57117
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (605) 331-2626
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
On December 18, 1992, a Form 8-A was filed with the Securities and
Exchange Commission (the "Commission") registering the Certificates pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Act").
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X(*). No .
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State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked price of such
stock, as of a specified date within 60 days prior to the date of filing. (See
definition of affiliate in Rule 405, 17 C.F.R. 230.405):
NOT APPLICABLE.
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* On April 28, 1989, Citibank (South Dakota), N.A. ("CBSD"), successor to
Citibank (Maryland), National Association, the registrant and the servicer of
the above referenced trust, was issued a no-action letter (the "No- Action
Letter") by the Commission with respect to certain of CBSD's reporting
requirements pursuant to Section 13 or Section 15(d) of the Act. This Form 10-K
has been prepared in accordance with the terms of such No- Action Letter.
PART I
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Item 1. Business.
Omitted pursuant to the No-Action Letter.
Item 2. Properties.
Pursuant to Section 3.06 of the Pooling and Servicing Agreement (the
"Pooling Agreement") dated as of December 15, 1992 relating to the CHOICE Credit
Card Master Trust I (the "Trust") among Citibank (South Dakota), N.A. (the
"Bank"), as successor to Citibank (Maryland), National Association, as Seller,
the Bank, as Servicer, and Norwest Bank Minnesota, National Association, as
trustee (the "Trustee"), KPMG Peat Marwick LLP has performed certain procedures
in connection with the Monthly Servicer's Certificates (the "Monthly
Certificates") for the months of January 1996 through December 1996. The Monthly
Certificates contain information relating to the receivables (the "Receivables")
and the accounts from which the Receivables arise (the "Accounts") and are
prepared by the Servicer and delivered to the Trustee pursuant to Section
3.04(b) of the Pooling Agreement. The reports issued by KPMG Peat Marwick LLP in
connection with the servicing activities of CBSD, as servicer (in such capacity,
the "Servicer"), are attached hereto as Exhibit 99.1. The Monthly Certificate
containing information relating to the Receivables and the Accounts for the Due
Period ending in December 1996 is attached hereto as Exhibit 99.2. The Monthly
Certificates containing information relating to the Receivables and the Accounts
for the Due Periods ending in January 1996, April 1996, July 1996 and October
1996 are incorporated by reference from the registrant's Current Reports on Form
8-K filed with the Commission on November 6, 1996, June 11, 1996, September 12,
1996 and November 22, 1996, respectively.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings involving
either the Trust, CBSD or the Trustee with respect to the Trust, other than
routine litigation incidental to the business of the registrant or the Trustee.
Item 4. Submission of Matters to a Vote of Security Holders.
NONE.
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PART II
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Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
(a) To the best knowledge of the registrant, there is no established
public trading market for the Certificates.
(b) Each class of Certificates is represented by one or more
certificates registered in the name of Cede & Co. ("Cede"), the nominee of The
Depository Trust Company ("DTC").
(c) Omitted pursuant to the No-Action Letter.
Item 6. Selected Financial Data.
Omitted pursuant to the No-Action Letter.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation.
Omitted pursuant to the No-Action Letter.
Item 8. Financial Statements and Supplementary Data.
Omitted pursuant to the No-Action Letter.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
NONE.
PART III
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Item 10.Directors and Executive Officers of the Registrant.
Omitted pursuant to the No-Action Letter.
Item 11.Executive Compensation.
Omitted pursuant to the No-Action Letter.
Item 12.Security Ownership of Certain Beneficial Owners and Management.
(a) Each class of Certificates is represented by one or more
certificates registered in the name of Cede, the nominee of DTC, and an investor
holding an interest in the Trust is not entitled to receive a certificate
representing such interest except in limited circumstances. Accordingly, Cede is
the sole holder of record of Certificates, which it holds on behalf of brokers,
dealers, bank, and other direct participants in the DTC system.
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Such direct participants may hold Certificates for their own accounts or for the
accounts of their customers. The name and address of Cede is:
Cede & Co.
c/o The Depository Trust Company
Seven Hanover Square
New York, NY 10004
(b) Omitted pursuant to the No-Action Letter.
(c) Omitted pursuant to the No-Action Letter.
Item 13.Certain Relationships and Related Transactions.
There have not been, and there are not currently proposed, any
transaction or series of transactions, to which either the registrant, the Bank,
as Servicer, or the Trustee, on behalf of the Trust, is a party with any
Certificateholder who owns of record or beneficially more than five percent of
the Certificates.
PART IV
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Item 14.Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) 24.1 Powers of Attorney of Messrs. Williamson, Kearns, Greenfield,
Johnson and Bender as Directors and/or Officers of Citibank (South
Dakota), N.A. are incorporated by reference from Exhibit 25.1 of
the registrant's Registration Statement on Form S-1 (File No.
33-28213). Power of Attorney of Mr. Paladino as a Director of
Citibank (South Dakota), N.A. is incorporated by reference from
Exhibit 25.1 of the registrant's Registration Statement on Form S-1
(File No. 33-33860).
99.1 Reports on the activities of CBSD, as Servicer, prepared by
KPMG Peat Marwick LLP pursuant to Section 3.06 of the Pooling
Agreement are attached hereto as Exhibit 99.1.
99.2 The Monthly Certificate containing information relating to the
Receivables and the Accounts for the Due Period ending in December
1996 is attached hereto as Exhibit 99.2.
99.3 The Monthly Certificates containing information relating to
the Receivables and the Accounts for the Due Periods ending in
January 1996, April 1996, July 1996 and October 1996 are
incorporated by reference from the registrant's Current Reports on
Form 8-K filed with the Commission on November 6, 1996, June 11,
1996, September 12, 1996 and November 22, 1996, respectively.
(b) Omitted pursuant to the No-Action Letter.
(c) Omitted pursuant to the No-Action Letter.
(d) Omitted pursuant to the No-Action Letter.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CITIBANK (SOUTH DAKOTA), N.A.,
as Servicer
(Registrant)
By: /s/ Eugene D. Rowenhorst
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Eugene D. Rowenhorst
Senior Vice President
Dated: March 28, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant on March 28, 1997 in the capacities indicated.
/s/ Thomas W. Jones
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Thomas W. Jones
President, Chief Executive Officer
and a Director
(Principal Executive Officer)
/s/ Eugene D. Rowenhorst
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Eugene D. Rowenhorst
Chief Financial Officer and a Director
(Principal Financial Officer and
Principal Accounting Officer)
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Roberta J. Arena
Director
*
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Donald Bender
Director
*
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Russell R. Greenfield
Director
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James W. Hutchinson
Director
*
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Jerry W. Johnson
Director
*
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Charles A. Kearns
Director
*
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Joachim M. Paladino
Director
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James R. Stojak
Director
*
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Ronald F. Williamson
Director
* Eugene D. Rowenhorst, by signing his name hereto, does sign this document
on behalf of the persons indicated above pursuant to a power of attorney
duly executed by such person and previously filed with the Securities and
Exchange Commission.
By: /s/ Eugene D. Rowenhorst
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Eugene D. Rowenhorst
Attorney-in-Fact
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