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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the transition period from ________ to ___________
Commission File Numbers 33-93806
333-02878
333-09309
333-79497
UNIVERSAL CARD MASTER TRUST New York
(Issuer of Securities)
CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION United States of America 46-0358360
(successor Servicer to Universal Card Serices Corp.
and successor Transferor to Universal Bank, National
Association)
- ----------------------------------------------------- ---------------------------- ----------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF ORGANIZATION) IDENTIFICATION NUMBER)
701 East 60th Street, North,
Sioux Falls, South Dakota 57117
- -------------------------------------- -------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (605) 331-2626
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which registered
Not Applicable
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Class A Series 1995-3 Floating Rate Asset Backed Certificates
Class B Series 1995-3 Floating Rate Asset Backed Certificates
Class A Series 1996-1 Floating Rate Asset Backed Certificates
Class B Series 1996-1 Floating Rate Asset Backed Certificates
Class A Series 1996-3 Floating Rate Asset Backed Certificates
Class B Series 1996-3 Floating Rate Asset Backed Certificates
Class A Series 1997-1 Floating Rate Asset Backed Certificates
Class B Series 1997-1 Floating Rate Asset Backed Certificates
(collectively, the "Certificates")
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(Title of class)
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
----- -----
Documents Incorporated by Reference: None
1
PART I
Items 1. Business.
In early January 2002 the Citigroup Inc. credit card business underwent a
legal vehicle restructuring. As part of this restructuring, effective January 3,
2002 Universal Card Services Corp., the Servicer of the Universal Card Master
Trust, merged with and into its affiliate Citibank, N.A., with Citibank, N.A.
being the surviving entity. Effective January 2, 2002 Universal Card Services
Corp. resigned as Servicer of the Universal Card Master Trust and its affiliate
Citibank (South Dakota), National Association assumed the rights, duties and
obligations of Universal Card Services Corp., as Servicer.
Also as part of the legal vehicle restructuring, effective January 7, 2002
Universal Bank, National Association, the Transferor of the Universal Card
Master Trust, merged with and into its affiliate Citibank (South Dakota),
National Association, with Citibank (South Dakota), National Association being
the surviving entity, and pursuant to such merger Citibank (South Dakota),
National Association assumed the rights, duties and obligations of Universal
Bank, National Association, as Transferor.
Item 2. Properties.
Pursuant to Section 3.04(b) of the Amended and Restated Pooling and
Servicing Agreement (as amended and supplemented, the "Pooling and Servicing
Agreement"), dated as of April 24, 1998 relating to the Universal Card Master
Trust (the "Trust") among Citibank (South Dakota), National Association (as
successor to Universal Bank, National Association), as Transferor, Citibank
(South Dakota), National Association (as successor to Universal Card Services
Corp.), as Servicer, and Bankers Trust Company, as Trustee, the Servicer is
required to deliver to the Trustee a monthly servicer certificate (the "Monthly
Report") for each outstanding series of investor certificates. Exhibits 99.1,
99.2, 99.3 and 99.4 contain the Annual Statement for Series 1995-3, 1996-1,
1996-3 and Series 1997-1 aggregating the information for each such series
contained in the Monthly Reports for calendar year 2001.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings with respect
to the Trust, involving the Trust, the Trustee, the Servicer, the Transferor, or
the Trust Assets, other than ordinary routine litigation incidental to the
duties of the Trustee, the Servicer or the Transferor under the Pooling and
Servicing Agreement.
Item 4. Submission of Matters to a vote of Security-Holders.
No matter was submitted during the fiscal year covered by this report to a
vote of Certificateholders.
2
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholders Matters.
Each class of Certificates is represented by one or more certificates
registered in the name of Cede & Co., the nominee of the Depository Trust
Company.
To the best knowledge of the registrant, there is no established public
trading market for the Certificates.
Item 6. Selected Financial Data.
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Not Applicable.
Item 7A Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 8. Financial Statements and Supplementary Data.
Exhibits 99.1, 99.2. 99.3 and 99.4 filed as part of this report and listed
in Item 14(a) below are also filed as part of this report under this Item 8.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Not Applicable.
3
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
Item 11. Executive Compensation.
Not Applicable.
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 & Co., the nominee of The Depository Trust
Company ("DTC"), and an investor holding an interest in the Trust is not
entitled to receive a certificate representing such interest except in certain
limited circumstances. Accordingly, Cede & Co. is the sole holder of record of
Certificates, which it held on behalf of brokers, dealers, banks and other
direct participants in the DTC system at December 31, 2001. Such direct
participants may hold Certificates for their own accounts or for the accounts of
their customers. At December 31, 2001, the following direct DTC participants
held positions in the Certificates representing interests in the Trust equal to
or exceeding 5% of the total principal amount of each class of Certificates on
that date:
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SERIES 1995-3
Participant Quantity Percentage
---------- -------- ----------
Class A
The Bank of New York $51,500,000 7.89%
Citibank, N.A. $55,800,000 8.55%
JP Morgan Chase Bank $336,730,000 51.61%
Prudential Securities Custody $48,975,000 7.51%
State Street Bank and Trust Company $141,195,000 21.64%
Class B
Bank One Trust Company, N.A. $20,000,000 44.44%
Mizuho Trust & Banking Co. (USA) $25,000,000 55.56%
SERIES 1996-1
The Class A and Class B Series 1996-1 Asset Backed Certificates matured on
April 17, 2001. Accordingly, there are no holders at December 31, 2001.
SERIES 1996-3
The Class A and Class B Series 1996-3 Asset Backed Certificates matured on
September 17, 2001. Accordingly, there are no holders at December 31, 2001.
SERIES 1997-1
Participant Quantity Percentage
---------- -------- ----------
Class A
The Bank of New York $87,797,000 10.33%
Bankers Trust Company $90,500,000 10.65%
Boston Safe Deposit and Trust Company $75,160,000 8.84%
JP Morgan Chase Bank $85,487,000 10.06%
Prudential Securities $266,168,000 31.31%
State Street Bank and Trust Company $137,385,000 16.16%
Class B
Bankers Trust Company $26,000,000 32.50%
Bank One Trust Company, N.A. $10,000,000 12.50%
Boston Safe Deposit and Trust Company $6,000,000 7.50%
Citibank, N.A. $17,000,000 21.25%
JP Morgan Chase Bank $14,000,000 17.50%
State Street Bank and Trust Company $7,000,000 8.75%
The address of each above participant is:
c/o The Depository Trust Company
55 Water Street
New York, New York 10041
(b) Not Applicable.
(c) Not Applicable.
5
Item 13. Certain Relationships and Related Transactions.
(a) The registrant knows of no transaction or series of transactions
during 2001, or any currently proposed transaction or series of transactions, in
an amount exceeding $60,000, involving the Trust in which any Certificateholder
identified in item 12(a) or any other beneficial owner of more than five percent
of the Certificates known to the registrant had or will have a direct or
indirect material interest. There are no persons of the types described in Item
404(a)(1), (2) and (4) of Regulation S-K.
(b) Not Applicable.
(c) Not Applicable.
6
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following are filed as part of this report.
Exhibit 99.1 Annual Statement for the Period Ending December 31,
2001 with respect to the Universal Card Master Trust
Series 1995-3.
Exhibit 99.2 Annual Statement for the Period Ending December 31,
2001 with respect to the Universal Card Master Trust
Series 1996-1.
Exhibit 99.3 Annual Statement for the Period Ending December 31,
2001 with respect to the Universal Card Master Trust
Series 1996-3.
Exhibit 99.4 Annual Statement for the Period Ending December 31,
2001 with respect to the Universal Card Master Trust
Series 1997-1.
Exhibit 99.5 Citibank (South Dakota), National Association Officer's
Certificate dated March 13, 2002.
Exhibit 99.6 Report, dated March 15, 2002, issued by KPMG LLP.
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(b) The following Current Reports on Form 8-K were filed by the
registrant during 2001 and through the date hereof:
Current Report on Form 8-K dated January 17, 2001
Current Report on Form 8-K dated February 12, 2001
Current Report on Form 8-K dated March 13, 2001
Current Report on Form 8-K dated April 17, 2001
Current Report on Form 8-K dated May 17, 2001
Current Report on Form 8-K dated June 13, 2001
Current Report on Form 8-K dated July 11, 2001
Current Report on Form 8-K dated August 14, 2001
Current Report on Form 8-K dated September 13, 2001
Current Report on Form 8-K dated October 13, 2001
Current Report on Form 8-K dated November 13, 2001
Current Report on Form 8-K dated December 14, 2001
Current Report on Form 8-K dated January 2, 2002
Current Report on Form 8-K dated January 17, 2002
Current Report on Form 8-K dated February 19, 2002
Current Report on Form 8-K dated March 12, 2002
8
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 hereunto duly authorized on this 25th day of
March, 2002.
UNIVERSAL CARD MASTER TRUST
BY: CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION,
as Servicer
By: /s/ Douglas C. Morrison
--------------------------------
Name: Douglas C. Morrison
Title: Vice President
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EXHIBIT DESCRIPTION
- ------- -----------
Exhibit 99.1 Annual Statement for the Period Ending December
31, 2001 with respect to the Universal Card
Master Trust Series 1995-3.
Exhibit 99.2 Annual Statement for the Period Ending December
31, 2001 with respect to the Universal Card
Master Trust Series 1996-1.
Exhibit 99.3 Annual Statement for the Period Ending December
31, 2001 with respect to the Universal Card
Master Trust Series 1996-3.
Exhibit 99.4 Annual Statement for the Period Ending December
31, 2001 with respect to the Universal Card
Master Trust Series 1997-1.
Exhibit 99.5 Citibank (South Dakota), National Association Officer's
Certificate dated March 13, 2002.
Exhibit 99.6 Report, dated March 15, 2002, issued by KPMG LLP.
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