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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: 33-33861
Citibank (South Dakota), N.A.
on behalf of
Standard Credit Card Trust 1990-3
(Issuer in respect of the Standard Credit Card Trust 1990-3
9.50% Class A Credit Card Participation Certificates
(the "Class A Certificates")
and 9.85% Class B Credit Card Participation Certificates
(the "Class B Certificates" and together with the Class A Certificates,
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 March 29, 1991 a Form 8-A was filed with the Securities and Exchange
Commission (the "Commission") registering the Class A 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, the registrant was issued a no-action letter (the
"No-Action Letter") by the Commission with respect to certain of the
registrant's reporting requirements pursuant to Section 13 or 15(d) of the Act.
This Form 10-K has been prepared in accordance with the terms of such No-Action
Letter.
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 March 28, 1990 relating to the Standard Credit
Card Trust 1990-3 (the "Trust") among Citibank (South Dakota), N.A. ("CBSD"),
Citibank (Nevada), National Association ("CBNV", CBSD and CBNV collectively, the
"Banks") and Yasuda Bank and Trust Company (U.S.A.), 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 Class A Certificateholder's Statements
and Class B Certificateholder's Statements for the May 1996 and November 1996
Payment Dates which were prepared by the Servicer and delivered to
Certificateholders pursuant to Section 5.02 of the Pooling Agreement and which
contain information relating to the Receivables, the Accounts and the
distributions to the Certificateholders are incorporated by reference from the
registrant's Current Reports on Form 8-K filed with the Commission on June 11,
1996 and November 22, 1996, respectively.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings involving
either the Trust, CBSD, CBNV or the Trustee with respect to the Trust, other
than routine litigation incidental to the business of the registrant, CBSD, CBNV
or the Trustee.
Item 4. Submission of Matters to a Vote of Security Holders.
On October 30, 1996 the Banks mailed a solicitation statement to the
Certificateholders in connection with the solicitation of consents for a
proposed amendment to the Pooling Agreement. The proposed amendment provided for
(i) a reduction in the amount of the servicing fee to which the Servicer is
entitled under the Pooling Agreement, (ii) a requirement that a fixed portion of
the newly reduced servicing fee be paid from Interchange
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and (iii) a reduction of the base rate trigger applicable under the Pooling
Agreement by 1.40%, from 12.85% to 11.45%. Approval of the proposed amendment
required the consent of Certificateholders evidencing not less than $374,666,667
aggregate unpaid principal amount of the investor certificates issued and
outstanding with respect to the Trust (the "Certificateholders' Interest"),
which represents 66-2/3% of the outstanding Certificateholders' Interest.
Certificateholders evidencing an aggregate Certificateholders' Interest of
$445,090,000 consented to the proposed amendment. Certificateholders evidencing
an aggregate Certificateholders' Interest of $2,170,000 opposed the proposed
amendment and Certificateholders evidencing an aggregate Certificateholders'
Interest of $23,000 abstained from voting. The Amendment to the Pooling
Agreement was executed and delivered effective December 26, 1996.
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) The Certificates are 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.
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(a)The Certificates are 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. 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, CBSD, 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 Class A Certificateholder's Statements and Class B
Certificateholder's Statements for the May 1996 and November
1996 Payment Dates containing information relating to the
Receivables, the Accounts and the distributions to
Certificateholders are incorporated by reference from the
registrant's Current Reports on Form 8-K filed with the
Commission on June 11, 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
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CITIBANK (SOUTH DAKOTA), N.A.,
as Servicer
(Registrant)
By: /s/ Eugene D. Rowenhorst
----------------------------
Eugene D. Rowenhorst
Senior Vice President
Dated: March 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
----------------------------------
Thomas W. Jones
President, Chief Executive Officer
and a Director
(Principal Executive Officer)
/s/ Eugene D. Rowenhorst
----------------------------------
Eugene D. Rowenhorst
Chief Financial Officer and a Director
(Principal Financial Officer and
Principal Accounting Officer)
----------------------------------
Roberta J. Arena
Director
*
----------------------------------
Donald Bender
Director
*
----------------------------------
Russell R. Greenfield
Director
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----------------------------------
James W. Hutchinson
Director
*
----------------------------------
Jerry W. Johnson
Director
*
----------------------------------
Charles A. Kearns
Director
*
----------------------------------
Joachim M. Paladino
Director
----------------------------------
James R. Stojak
Director
*
----------------------------------
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
----------------------------
Eugene D. Rowenhorst
Attorney-in-Fact
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