SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual Report pursuant to section 13 or 15 (d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 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 number: 333-94867-01
----------------------------------------------
CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION
On behalf of
ASSOCIATES CREDIT CARD MASTER NOTE TRUST
(Issuer of the Notes)
(Exact Name of Registrant as Specified in Its Charter)
State or other jurisdiction of incorporation
or organization: United States of America
I.R.S. Employer Identification No.: 46-0358360
Address of principal executive offices:
701 East 60th Street, North, Sioux Falls, South Dakota 57117
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: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X * No
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2).
Yes No X
---- ----
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the Registrant. The aggregate market value
shall be computed by reference to the price at which the common equity was sold,
or the average bid and asked price of such common equity, as of a specified date
within 60 days prior to the date of filing. (See definition of affiliate in Rule
405, 17 C.F.R. 230.405): Not applicable.
- -------------------------------
* The Registrant has prepared its Form 10-K in reliance on and in accordance
with the terms of various no action letters issued by the SEC in respect of
other trusts that are substantially similar to Associates Credit Card Master
Note Trust. Items marked as "omitted" have been so omitted as a result of such
reliance.
PART I
Item 1. BUSINESS
Associates Credit Card Master Note Trust (the "Trust") was formed
pursuant to a Trust Agreement, dated as of April 1, 2000, by and
between Associates Credit Card Receivables Corp. (the "Transferor") and
Wilmington Trust Company, as Owner Trustee (the "Owner Trustee"). The
Trust is a master trust and has issued, and may in the future issue,
asset backed notes in series, which may consist of one or more classes
issued at the same or different times. The notes of each series will be
issued pursuant to an indenture supplement to an Amended and Restated
Master Indenture, dated as of April 1, 2000 (the "Master Indenture"),
by and between the Trust and the Bank of New York, as Indenture Trustee
(the "Indenture Trustee"). Citibank (South Dakota), National
Association (the "Servicer") services the receivables and acts as the
Trust's administrator.
The Trust has issued Asset Backed Notes, Series 2000 - 98 - 1, Series
2000 - 98 - 2, Series 2000 - 99 - 1, Series 2000 - 99 - 2, Series 2000
- 99 - 3 and Series 2000 - 99 - 4 (the "Conduit Notes") and Series 2000
- 1 and Series 2000 - 2 (the "Public Notes" and, together with the
Conduit Notes, the "Notes").
The monthly Servicer's certificates (the "Monthly Certificates")
contain information relating to the credit card receivables and the
MasterCard and Visa revolving credit card accounts from which the
receivables arise and are prepared by the Servicer. The Monthly
Certificates containing information relating to the receivables and the
Accounts for the Monthly Periods ending in December 2002 are
incorporated by reference from the Registrant's Current Reports on Form
8-K filed with the Commission.
Item 2. PROPERTIES
Omitted.
Item 3. LEGAL PROCEEDINGS
The Registrant knows of no material pending legal proceedings with
respect to the Trust or the Servicer, other than routine proceedings
incidental to the business of the Servicer.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of noteholders during the fiscal year
covered by this report.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
To the knowledge of the Registrant, there is no established public
trading market for the Notes.
Each class of Conduit Notes is represented by one or more definitive
notes registered in the name of the purchasers of, or agents for the
purchasers of, that class of Conduit Notes. Each class of Public Notes
is represented by one or more notes registered in the name of Cede &
Co. ("Cede"), the nominee of The Depository Trust Company ("DTC").
Item 6. SELECTED FINANCIAL DATA
Omitted.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
Omitted.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Omitted.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Omitted.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted.
Item 11. EXECUTIVE COMPENSATION
Omitted.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Each class of Public Notes is represented by one or more definitive
notes registered in the name of Cede, the nominee of DTC, and an
investor holding a Public Note issued by the Trust is not entitled to
receive a definitive note representing such Public Note except in
limited circumstances set forth in the Master Indenture. Accordingly,
Cede is the sole holder of record of the Senior Notes, which it holds
on behalf of brokers, dealers, banks, and other direct participants in
the DTC system. Such direct participants may hold Senior Notes for
their own account or for the accounts of their customers. The name and
address of Cede is Cede & Co., c/o The Depository Trust Company, 55
Water Street, New York, NY 10041.
(b) Omitted.
(c) Omitted.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Omitted.
Item 14. CONTROLS AND PROCEDURES
Omitted.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Annual Report
on Form 10-K:
Exhibit Number Description
- -------------- -----------
99.1 Annual Servicer's Certificate
99.2 Compliance Certificate pursuant to
Section 3.09 of the Master Indenture
99.3 Sarbanes-Oxley Certification
(b) The following Current Reports on Form 8-K were filed during 2002:
(i) Current Report on Form 8-K, filed on January 24, 2003,
reporting Item 5, providing the Monthly Servicer
Certificate for the Month of December 2002.
(ii) Current Report on Form 8-K, filed on December 23, 2002,
reporting Item 5, providing the Monthly Servicer
Certificate for the Month of November 2002.
(iii) Current Report on Form 8-K, filed on November 25, 2002,
reporting Item 5, providing the Monthly Servicer
Certificate for the Month of October 2002.
(iv) Current Report on Form 8-K, filed on October 25, 2002,
reporting Item 5, providing the Monthly Servicer
Certificate for the Month of September 2002.
(v) Current Report on Form 8-K, filed on September 20, 2002,
reporting Item 5, providing the Monthly Servicer
Certificate for the Month of August 2002.
(vi) Current Report on Form 8-K, filed on August 22, 2002
and then revised and filed on September 24, 2002,
reporting Item 5, providing the Monthly Servicer
Certificate for the Month of July 2002.
(vii) Current Report on Form 8-K, filed on July 24, 2002,
reporting Item 5, providing the Monthly Servicer
Certificate for the Month of June 2002.
(viii) Current Report on Form 8-K, filed on June 21, 2002,
reporting Item 5, providing the Monthly Servicer
Certificate for the Month of May 2002.
(ix) Current Report on Form 8-K, filed on May 20, 2002,
reporting Item 5, providing the Monthly Servicer
Certificate for the Month of April 2002.
(x) Current Report on Form 8-K, filed on April 24, 2002,
reporting Item 5, providing the Monthly Servicer
Certificate for the Month of March 2002.
(xi) Current Report on Form 8-K, filed on March 20, 2002,
reporting Item 5, providing the Monthly Servicer
Certificate for the Month of February 2002.
(xii) Current Report on Form 8-K, filed on February 21, 2002,
reporting Item 5, providing the Monthly Servicer
Certificate for the Month of January 2002.
(c) Omitted.
(d) Omitted.
SIGNATURES
Pursuant to the requirements 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), NATIONAL ASSOCIATION
As Servicer
/s/ Douglas Morrison
--------------------
Douglas Morrison
Vice President
Dated: March 27, 2003
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
99.1 Annual Servicer's Certificate
99.2 Compliance Certificate pursuant to Section 3.09
of the Master Indenture
99.3 Sarbanes-Oxley Certification