**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, DC 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, 2007

 

OR

 

| o | 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 001-14607

 

CITIBANK OMNI-S MASTER TRUST

(Exact name of registrant as specified in its charter)

 

| New York                                                      |   | Not Applicable                      |
|---------------------------------------------------------------|--------|-------------------------------------|
| (State or Other Jurisdictionof Incorporation or Organization) |   | (I.R.S. EmployerIdentification No.) |

 

| c/o Citi Omni-S Finance LLC

701 East 60th Street, North

P.O. Box 6034, MC 1251, Room A

Sioux Falls, South Dakota |   | 57117      |
|---------------------------------------------------------------------------------------------------------------------|--------|------------|
| (Address of Principal Executive Offices)                                                                            |   | (Zip Code) |

 

 

Registrant’s telephone number, including area code: (605)            331-2671

 

Securities registered pursuant to Section 12(b) of the Act:            None.

 

Securities registered pursuant to Section 12(g) of the Act:

 

Floating Rate Class A Series 2000-4 Master Trust Certificates

Floating Rate Class A Series 2002-2 Master Trust Certificates

Floating Rate Class A Series 2002-3 Master Trust            Certificates

(Title of Class)

 

 

| Indicate by check mark if the registrant is a well-known                            seasoned issuer, as defined in |
|--------------------------------------------------------------------------------------------------------------------|
| Rule 405 of the Securities Act.                                                                                    | Yeso | Nox |

 

 

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| Indicate by check mark if the registrant is not required                            to file reports pursuant to Section |
|-------------------------------------------------------------------------------------------------------------------------|
| 13 or Section 15(d) of the Act.                                                                                         | Yeso | Nox |

 

| 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.                                                                                                                                                                                                                                                                                                                        | Yesx* |     Noo |

 

| 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 |
| [Item 405 of Regulation S-K is not                            applicable.]                                                                                                                                                                                                                                                                                                                           |

 

Indicate by check mark whether the registrant is a large accelerated            filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.            See the definitions of “large accelerated filer,” “accelerated            filer” and “smaller reporting company” in Rule 12b-2 of the Exchange            Act. (Check one):

 

Large accelerated filero

Accelerated filero

Non-accelerated filer** ****x** (Do not check if a smaller reporting            company)

Smaller reporting companyo

 

| Indicate by check mark whether the registrant is a shell                            company (as defined in Rule 12b- |
|----------------------------------------------------------------------------------------------------------------------|
| 2 of the Act).                                                                                                       | Yeso | Nox |

 

State the aggregate market value of the voting and non-voting common            equity held by non-affiliates computed by reference to the price at which the common            equity was last sold, or the average bid and asked price of such common equity, as of            the last business day of the registrant’s most recently completed second fiscal            quarter.Not Applicable.

 

_________________________

*  On August 24, 1995, Sears Receivables Financing            Group, Inc. (currently known as SRFG, Inc. (predecessor to Citi Omni-S Finance LLC)),            as originator of Sears Credit Account Master Trust II (currently known as Citibank            Omni-S Master Trust), was issued a no-action letter ("No-Action Letter") by the            Securities and Exchange Commission with respect to certain of the registrant’s            reporting requirements pursuant to Section 13 or 15(d) of the Securities Exchange Act            of 1934. This Form 10-K has been prepared in accordance with the terms of the No-Action            Letter.

 

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**PART I**

 

| **Item 1.** | **Business.** |
|-------------|---------------|

 

Citibank Omni-S Master Trust (formerly known as Sears Credit Account            Master Trust II) (the “Trust”) was formed pursuant to a Pooling and            Servicing Agreement, dated as of July 31, 1994 (as amended and supplemented, the            “Pooling and Servicing Agreement”), by and among Citibank (South Dakota),            National Association (“CBSD,” as successor to Sears, Roebuck and Co.            (“Sears”)), as Servicer, Citi Omni-S Finance LLC (“Citi            Omni-S,” as successor to SRFG, Inc. (“SRFG”)), as Seller (the            “Seller”), and The Bank of New York (as successor trustee to Bank One,            National Association (formerly known as The First National Bank of Chicago)), as            trustee (the “Trustee”).

 

Pursuant to Section 12.04 of the Pooling and Servicing Agreement, the            Seller elected to effect a Defeasance (as defined in the Pooling and Servicing            Agreement) with respect to Series 2000-4, Series 2002-2 and Series 2002-3 by entering            into the Defeasance Trust Agreement Series 2000-4, the Defeasance Trust Agreement            Series 2002-2 and the Defeasance Trust Agreement Series 2002-3 (collectively, as            amended, the “Defeasance Trust Agreements”), each by and among the Seller,            the Servicer, the Trustee and The Bank of New York, as securities intermediary (in such            capacity, the “Securities Intermediary”) and as paying agent (in such            capacity, the “Paying Agent”), and each dated as of December 6, 2005 and            establishing certain principal funding accounts and interest funding accounts and            crediting certain property and amounts to such accounts.

 

**Item            1A.  Risk Factors.**

 

Not            Applicable.

 

**Item            1B.  Unresolved Staff Comments.**

 

Not            Applicable.

 

| **Item 2.** | **Properties.** |
|-------------|-----------------|

 

Prior to the Defeasance described above, the property of the Trust            included a portfolio of receivables (the “Receivables”) arising in selected            accounts under selected credit plans (the “Accounts”) of Citibank USA,            National Association (“Citibank”) and all monies received in payment of the            Receivables. Following the Defeasance described above (i) all of the receivables held            by the Trustee for the Citibank Omni-S Master Trust were removed from the Citibank            Omni-S Master Trust and (ii) all other assets held by the Trustee pursuant to the            Pooling and Servicing Agreement (other than assets held by the Trustee in connection            with any Defeasance described above) were returned to the Seller. As of December 6,            2005, the property of the Trust applicable to each Series of Investor            Certificateholders includes the Defeasance Collateral, as applicable, described in each            of the Defeasance Trust Agreements (collectively, the “Defeasance            Collateral”). Information related to the payments to Investor Certificateholders            which occurred in 2007 is set forth in the Annual Statements filed as Exhibits 20.1(a)            to (c) to this Annual Report on Form 10-K. Capitalized terms not defined herein have            the meaning assigned to them in the Pooling and Servicing Agreement and the Defeasance            Trust Agreements, as applicable.

 

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| **Item 3.** | **Legal Proceedings.** |
|-------------|------------------------|

 

The registrant knows of no material pending legal proceedings involving            the Trust, Citi Omni-S, CBSD (in its capacity as servicer), or the Trustee (in its            capacity as such), other than routine litigation incidental to the business of the            Trust, Citi Omni-S, CBSD (in its capacity as servicer), the Trustee (in its capacity as            such), the Securities Intermediary (in its capacity as such) or the Paying Agent (in            its capacity as such).

 

| **Item 4.** | **Submission of Matters to a Vote of Security                            Holders.** |
|-------------|-------------------------------------------------------------------------------------|

 

None.

 

**PART II**

 

**Item            5.**   **Market for            Registrant’s Common Equity, Related Stockholder            Matters****and Issuer Purchases of Equity            Securities.**

 

To the best knowledge of the registrant, there is no established public            trading market for the investor certificates.

 

Each publicly-offered class of the Trust’s investor certificates            is delivered and held in book-entry form through the facilities of The Depository Trust            Company (“DTC”), a “clearing agency” registered pursuant to the            provisions of Section 17A of the Securities Exchange Act of 1934, as amended. Each            publicly-offered class of the Trust’s investor certificates is represented by one            or more certificates registered in the name of Cede & Co. (“Cede”), the            nominee of DTC.

 

| **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            7A. Quantitative and Qualitative Disclosures About Market Risk.**

 

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.

 

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**Item            9A. Controls and Procedures.**

 

Not applicable.

 

**Item            9B. Other Information.**

 

None.

 

**PART III**

 

**Item            10. Directors, Executive Officers and Corporate Governance.**

 

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 and Related            Stockholder Matters.**

 

Each publicly-offered class of investor 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 such class of investor certificates is not entitled to            receive a certificate representing such interest except in limited circumstances set            forth in the Pooling and Servicing Agreement. Accordingly, Cede is the sole holder of            record of such investor certificates, which it holds on behalf of brokers, dealers,            banks, and other direct participant in the DTC system. Such direct participants may            hold the investor 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, 55 Water Street, New York, NY 10041.

 

Citi Omni-S owns 100% of the Seller Certificate, which represents            beneficial ownership of a residual interest in the assets of the Trust.

 

**Item            13. Certain Relationships and Related Transactions, and Director            Independence.**

 

There have not been, and there are not currently proposed, to the best            knowledge of the registrant, any transaction or series of transactions, to which the            Trust, Citi Omni-S, as seller, CBSD, as servicer, the Trustee, the Securities            Intermediary or the Paying Agent, on behalf of the Trust, is a party with any            certificateholder who owns of record or beneficially more than five percent of the            investor certificates.

 

The Trust does not have any directors.

 

**Item            14. Principal Accountant Fees and Services.**

 

Not applicable.

 

 

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**PART            IV**

 

**Item            15. Exhibits and Financial Statement Schedules.**

 

|   | (a)(1)   | Omitted pursuant to the No-Action Letter. |
|--------|--------------------|-------------------------------------------|

|   | (a)(2)   | Omitted pursuant to the No-Action Letter. |
|--------|--------------------|-------------------------------------------|

|   | (a)(3)   | Omitted pursuant to the No-Action Letter. |
|--------|--------------------|-------------------------------------------|

 

(b)          Exhibits:                                                                                                                                                         

 

|   | 20.1 | 2007 Annual Statements prepared by the Servicer.                                                                                                          |
|--------|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

(a) Series 2000-4                                                                                                                               

(b) Series 2002-2                                                                                                                                

(c) Series 2002-3                                                                                                                              

 

|   | 31.1 | Certification pursuant to Section 302 of the                            Sarbanes-Oxley Act of 2002 and relevant rules and regulations of the                            Securities and Exchange Commission. |
|--------|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | 99.1 | Annual Independent Accountants’ Report pursuant to                            Sections 7(c)(i) and 7(c)(ii) of each Defeasance Trust                            Agreement. |
|--------|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | 99.2 | Annual Statement of Compliance from the Servicer from                            January 1, 2007 through December 31, 2007 pursuant to each Defeasance                            Trust Agreement. |
|--------|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | (c) | 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 Omni-S Master Trust(Registrant)                                                                                                        |
|-------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                            |
| By:  Citi Omni-S Finance LLC,                            as Seller                                                                    |
|                                                                                                                                            |
|                                                                                                                                            |
| By:  /s/ Douglas C.                            Morrison              |
| Name:   Douglas C. Morrison                                                                                                      |
| Title:     President                                                                                                   |

Dated:            March 26, 2008

 

 

 

 

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**EXHIBIT INDEX**

 

Exhibit            No.

 

|   | 20.1 | 2007 Annual Statements prepared by the Servicer.                                                                                                               |
|--------|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

(a)   Series 2000-4                                                                                                                                   

(b)   Series 2002-2                                                                                                                               

(c)   Series 2002-3                                                                                                                                  

 

|   | 31.1 | Certification pursuant to Section 302 of the                            Sarbanes-Oxley Act of 2002 and relevant rules and regulations of the                            Securities and Exchange Commission. |
|--------|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | 99.1 | Annual Independent Accountants’ Report pursuant to                            Sections 7(c)(i) and 7(c)(ii) of each Defeasance Trust                            Agreement. |
|--------|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | 99.2 | Annual Statement of Compliance from the Servicer from                            January 1, 2007 through December 31, 2007 pursuant to each Defeasance                            Trust Agreement. |
|--------|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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