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CONFORMED COPY
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
/ / TRANSITION 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 0-23108
DISCOVER CARD MASTER TRUST I
(Exact name of registrant as specified in its charter)
Delaware Not Applicable
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(State of Organization) (I.R.S. Employer Identification No.)
c/o Greenwood Trust Company
12 Read's Way
New Castle, Delaware 19720
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 323-7184
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
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None Not Applicable
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Securities registered pursuant to Section 12(g) of the Act:
Series 1993-1:
Floating Rate Class A Credit Card Pass-Through Certificates
5.30% Class B Credit Card Pass-Through Certificates
Series 1993-2:
5.40% Class A Credit Card Pass-Through Certificates
5.75% Class B Credit Card Pass-Through Certificates
Series 1993-3:
6.20% Class A Credit Card Pass-Through Certificates
6.45% Class B Credit Card Pass-Through Certificates
Series 1994-1:
6.70% Class A Credit Card Pass-Through Certificates
6.90% Class B Credit Card Pass-Through Certificates
Series 1994-2:
Floating Rate Class A Credit Card Pass-Through Certificates
8.05% Class B Credit Card Pass-Through Certificates
Series 1994-3:
Floating Rate Class A Credit Card Pass-Through Certificates
7.75% Class B Credit Card Pass-Through Certificates
Series 1995-1:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
Series 1995-2:
6.55% Class A Credit Card Pass-Through Certificates
6.75% Class B Credit Card Pass-Through Certificates
Series 1995-3:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
Series 1996-1:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
Series 1996-2:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
Series 1996-3:
6.05% Class A Credit Card Pass-Through Certificates
6.25% Class B Credit Card Pass-Through Certificates
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Series 1996-4:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
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 and
(2) has been subject to such filing requirements for the past 90 days.
Yes x No
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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/A or any
amendment to this Form 10-K/A. /X/
Index to Exhibits Appears on Page 10
PART I
Item 1. Business
The Discover Card Master Trust I (the "Trust") was formed pursuant to a
Pooling and Servicing Agreement dated as of October 1, 1993, as amended, (the
"Pooling and Servicing Agreement") by and between Greenwood Trust Company
("Greenwood") as Master Servicer, Servicer and Seller, and First Bank National
Association (successor trustee to Bank of America Illinois, formerly
Continental Bank, National Association) as Trustee (the "Trustee"). The
Trust's only business is to act as a passive conduit to permit investment in a
pool of retail consumer receivables.
The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1993-1 Class A Certificates") and the 5.30% Class B Credit Card
Pass-Through Certificates (the "Series 1993-1 Class B Certificates") of Series
1993-1 were issued pursuant to the Pooling and Servicing Agreement and a Series
Supplement to the Pooling and Servicing Agreement dated as of October 27, 1993,
by and between Greenwood and the Trustee.
The 5.40% Class A Credit Card Pass-Through Certificates (the "Series
1993-2 Class A Certificates") and the 5.75% Class B Credit Card Pass-Through
Certificates (the "Series 1993-2 Class B Certificates") of Series 1993-2 were
issued pursuant to the Pooling and Servicing Agreement and a Series Supplement
to the Pooling and Servicing Agreement dated as of December 1, 1993, by and
between Greenwood and the Trustee.
The 6.20% Class A Credit Card Pass-Through Certificates (the "Series
1993-3 Class A Certificates") and the 6.45% Class B Credit Card Pass-Through
Certificates (the "Series 1993-3 Class B Certificates") of Series 1993-3 were
issued pursuant to the Pooling and Servicing Agreement and a Series Supplement
to the Pooling and Servicing Agreement dated as of November 23, 1993, by and
between Greenwood and the Trustee.
The 6.70% Class A Credit Card Pass-Through Certificates (the "Series
1994-1 Class A Certificates") and the 6.90% Class B Credit Card Pass-Through
Certificates (the "Series 1994-1 Class B Certificates") of Series 1994-1 were
issued pursuant to the Pooling and Servicing
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Agreement and a Series Supplement to the Pooling and Servicing Agreement dated
as of August 24, 1994, by and between Greenwood and the Trustee.
The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1994-2 Class A Certificates") and the 8.05% Class B Credit Card
Pass-Through Certificates (the "Series 1994-2 Class B Certificates") of Series
1994-2 were issued pursuant to the Pooling and Servicing Agreement and a Series
Supplement to the Pooling and Servicing Agreement dated as of October 14, 1994,
as amended, by and between Greenwood and the Trustee.
The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1994-3 Class A Certificates") and the 7.75% Class B Credit Card
Pass-Through Certificates (the "Series 1994-3 Class B Certificates") of Series
1994-3 were issued pursuant to the Pooling and Servicing Agreement and a Series
Supplement to the Pooling and Servicing Agreement dated as of October 20, 1994,
by and between Greenwood and the Trustee.
The Floating Rate Class A Credit Card Pass-Through Certificate (the
"Series 1994-A Class A Certificate") of Series 1994-A was issued pursuant to
the Pooling and Servicing Agreement and a Series Supplement to the Pooling and
Servicing Agreement dated as of December 20, 1994, by and between Greenwood and
the Trustee.
The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1995-1 Class A Certificates") and the Floating Rate Class B Credit Card
Pass-Through Certificates (the "Series 1995-1 Class B Certificates") of Series
1995-1 were issued pursuant to the Pooling and Servicing Agreement and a Series
Supplement to the Pooling and Servicing Agreement dated as of April 19, 1995,
by and between Greenwood and the Trustee.
The 6.55% Class A Credit Card Pass-Through Certificates (the "Series
1995-2 Class A Certificates") and the 6.75% Class B Credit Card Pass-Through
Certificates (the "Series 1995-2 Class B Certificates") of Series 1995-2 were
issued pursuant to the Pooling and Servicing Agreement and a Series Supplement
to the Pooling and Servicing Agreement dated as of August 1, 1995, by and
between Greenwood and the Trustee.
The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1995-3 Class A Certificates") and the Floating Rate Class B Credit Card
Pass-Through Certificates (the "Series 1995-3 Class B Certificates") of Series
1995-3 were issued pursuant to the Pooling and Servicing Agreement and a Series
Supplement to the Pooling and Servicing Agreement dated as of September 28,
1995, by and between Greenwood and the Trustee.
The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1996-1 Class A Certificates") and the Floating Rate Class B Credit Card
Pass-Through Certificates (the "Series 1996-1 Class B Certificates") of Series
1996-1 were issued pursuant to the Pooling and Servicing Agreement and a Series
Supplement to the Pooling and Servicing Agreement dated as of January 18, 1996,
by and between Greenwood and the Trustee.
The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1996-2 Class A Certificates") and the Floating Rate Class B Credit Card
Pass-Through Certificates (the "Series 1996-2 Class B Certificates") of Series
1996-2 were issued pursuant to the Pooling and
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Servicing Agreement and a Series Supplement to the Pooling and Servicing
Agreement dated as of January 29, 1996, by and between Greenwood and the
Trustee.
The 6.05% Class A Credit Card Pass-Through Certificates (the "Series
1996-3 Class A Certificates") and the 6.25% Class B Credit Card Pass-Through
Certificates (the "Series 1996-3 Class B Certificates") of Series 1996-3 were
issued pursuant to the Pooling and Servicing Agreement and a Series Supplement
to the Pooling and Servicing Agreement dated as of February 21, 1996, by and
between Greenwood and the Trustee.
The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1996-4 Class A Certificates") and the Floating Rate Class B Credit Card
Pass-Through Certificates (the "Series 1996-4 Class B Certificates") of Series
1996-4 were issued pursuant to the Pooling and Servicing Agreement and a Series
Supplement to the Pooling and Servicing Agreement dated as of April 30, 1996,
by and between Greenwood and the Trustee.
The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1996-5 Class A Certificates") and the Floating Rate Class B Credit Card
Pass-Through Certificates (the "Series 1996-5 Class B Certificates") of Series
1996-5 were issued pursuant to the Pooling and Servicing Agreement and a Series
Supplement to the Pooling and Servicing Agreement dated as of July 24, 1996, by
and between Greenwood and the Trustee.
The Trust's Series 1993-1 Class A Certificates, Series 1993-2 Class A
Certificates, Series 1993-3 Class A Certificates, Series 1994-1 Class A
Certificates, Series 1994-2 Class A Certificates, Series 1994-3 Class A
Certificates, Series 1995-1 Class A Certificates, Series 1995-2 Class A
Certificates, Series 1995-3 Class A Certificates, Series 1996-1 Class A
Certificates, Series 1996-2 Class A Certificates, Series 1996-3 Class A
Certificates and Series 1996-4 Class A Certificates shall, collectively, be
known as the "Class A Certificates." Similarly, the Trust's Series 1993-1
Class B Certificates, Series 1993-2 Class B Certificates, Series 1993-3 Class B
Certificates, Series 1994-1 Class B Certificates, Series 1994-2 Class B
Certificates, Series 1994-3 Class B Certificates, Series 1995-1 Class B
Certificates, Series 1995-2 Class B Certificates, Series 1995-3 Class B
Certificates, Series 1996-1 Class B Certificates, Series 1996-2 Class B
Certificates, Series 1996-3 Class B Certificates, Series 1996-4 Class B
Certificates and Series 1996-5 Class B Certificates shall, collectively, be
known as the "Class B Certificates."
Item 2. Properties
The property of the Trust includes a portfolio of receivables (the
"Receivables") arising under selected Discover Card accounts (the "Accounts")
originated by Greenwood, the cash received in payment of those Receivables
(including recoveries on charged-off Receivables), funds on deposit in the
Credit Enhancement Account for each Series and a currency swap with respect to
Series 1996-5. At or prior to the time of the Trust's formation, Greenwood
transferred to the Trust all the Receivables in the Accounts designated as such
at or prior to such time. Greenwood has also transferred to the Trust the
Receivables in accounts that were designated as Accounts after the time of
formation of the Trust, as of the time of such designation. Greenwood also has
transferred and will transfer additional Receivables generated in the Accounts
to the Trust on an ongoing basis and in the future may transfer
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Receivables in Additional Accounts to the Trust from time to time. Information
related to the performance of the Receivables during 1996 is set forth in the
ANNUAL AGGREGATE REPORT filed as Exhibit 99(A) to the Annual Report on Form
10-K filed by Registrant on March 28, 1997, file #0-23108, and incorporated
herein by reference.
Item 3. Legal Proceedings
Greenwood is involved from time to time in various legal proceedings that
arise in the ordinary course of its business. Greenwood does not believe that
the resolution of any of these proceedings will have a material adverse effect
on Greenwood's financial condition or on the Receivables. There can be no
assurance, however, regarding any of these effects.
Certain legal and administrative proceedings challenged, under the laws of
several states, the imposition of late payment fees (or other incidental
charges) by Greenwood on Discover Cardmembers. In each of these matters, the
party proceeding against Greenwood claimed that applicable state law prohibits
or limits the imposition of late payment fees, sought to enjoin Greenwood from
imposing late payment fees on Discover Card accounts of residents of the state
in question and sought refunds of (and, in some cases, civil penalties with
respect to) late payment fees previously imposed on such accounts. Greenwood
asserted a defense in these proceedings that federal law preempts any state law
prohibition against or limitation on charging a late fee payment or other fee
with respect to Discover Card accounts. On June 3, 1996, the United States
Supreme Court issued a decision holding that state laws limiting late charges
are preempted with respect to national banks by federal law, and the Court
remanded for reconsideration lower-court decisions that had held that such
state laws were not similarly preempted with respect to other federally insured
banks. In light of these rulings, all of the outstanding legal and
administrative proceedings challenging, on the basis of state law, Greenwood's
imposition of late fees and other incidental charges on Discover Cardmembers
were resolved in 1996 in Greenwood's favor. No such proceedings are currently
pending.
Item 4. Submission of Matters to a Vote of Security Holders
None
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Class A Certificates and the Class B Certificates are held and
delivered in book-entry form through the facilities of The Depository Trust
Company ("DTC") (in the United States), a "clearing agency" registered pursuant
to the provisions of Section 17A of the Securities Exchange Act of 1934, as
amended, or Cedel Bank, societe anonyme or Euroclear (in Europe). The
definitive Class A Certificates and Class B Certificates are held by Cede &
Co., the nominee of DTC.
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Item 9. Changes in and Disagreement with Accountants on Accounting and
Financial Disclosure
None
PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of March 17, 1997, 100% of the Class A Certificates and the Class B
Certificates was held in the nominee name Cede & Co. for beneficial owners. As
of March 17, 1997, 100% of the beneficial ownership of the Series 1994-A Class
A Certificate was held by Riverwoods Funding Corporation. As of March 17,
1997, 100% of the beneficial ownership of the Series 1996-5 Class A
Certificates was held in bearer form by Deutscher Kassenverein
Aktiengesellschaft, a German clearing agency, for beneficial owners.
As of March 17, 1997, Greenwood held 100% of the Seller Certificate, which
represented beneficial ownership of a residual interest in the assets of the
Trust as provided in the Pooling and Servicing Agreement.
Item 13. Certain Relationships and Related Transactions
None
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Exhibits:
23. Consent of Deloitte & Touche LLP.
99. (A) 1996 ANNUAL AGGREGATE REPORT prepared by the Servicer
(incorporated by reference to the Annual Report on Form 10-K filed
on March 28, 1997, file #0-23108).
(B) ANNUAL INDEPENDENT AUDITOR'S REPORTS pursuant to Section 3.08 of
the Pooling and Servicing Agreement.
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(i) Review of servicing procedures
(incorporated by reference to the Annual Report on Form
10-K filed on March 28, 1997, file #0-23108).
(ii) Annual Servicing Letter (incorporated
by reference to the Annual Report on Form 10-K filed on
March 28, 1997, file #0-23108).
(C) DESCRIPTION OF RECENT DEVELOPMENTS (incorporated
by reference to the Annual Report on Form 10-K filed on March
28, 1997, file #0-23108).
(b) Reports on Form 8-K:
Current reports on Form 8-K are filed on or about the Distribution
Date each month (typically the 15th of the month) with respect to
each Series of Investor Certificates issued by the Trust. The
reports include as exhibits the MONTHLY INVESTOR
CERTIFICATEHOLDERS' STATEMENTS.
Current Reports on Form 8-K were filed on January 10, 1996, January
15, 1996, January 19, 1996, January 30, 1996, February 12, 1996,
February 15, 1996, February 22, 1996, March 15, 1996, April 4,
1996, April 15, 1996, April 22, 1996, April 29, 1996, May 1, 1996,
May 15, 1996, June 17, 1996, July 2, 1996, July 15, 1996, July 24,
1996, August 15, 1996, September 16, 1996, October 15, 1996,
November 15, 1996 and December 16, 1996.
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SIGNATURES
Pursuant to the requirements of Section 13 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.
Discover Card Master Trust I
(Registrant)
By: Greenwood Trust Company
(Originator of the Trust)
Dated: March 31, 1997 By: /s/ John J. Coane
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Title: Vice President, Director of
Accounting and Treasurer
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EXHIBIT INDEX
Exhibit No.
23. Consent of Deloitte & Touche LLP.
99. (a) 1996 ANNUAL AGGREGATE REPORT prepared by the Servicer (incorporated
by reference to the Annual Report on Form 10-K filed on March 28,
1997, file #0-23108).
(b) ANNUAL INDEPENDENT AUDITOR'S REPORTS pursuant to Section 3.08
of the Pooling and Servicing Agreement.
(i) Review of servicing procedures (incorporated by reference to
the Annual Report on Form 10-K filed on March 28, 1997,
file #0-23108).
(ii) Annual Servicing Letter (incorporated by reference to the
Annual Report on Form 10-K filed on March 28, 1997,
file #0-23108).
(c) DESCRIPTION OF RECENT DEVELOPMENTS (incorporated by reference
to the Annual Report on Form 10-K filed on March 28, 1997, file
#0-23108).
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in the Registration Statement on Form
S-3 of Discover Card Master Trust I (Registration Number 333-16103) of the
Annual Independent Auditor's Reports pursuant to Section 3.08 of the Pooling
and Servicing Agreement dated as of October 1, 1993, as amended, between
Greenwood Trust Company and First Bank National Association (successor trustee
to Bank of America Illinois, formerly Continental Bank, National Association)
as Trustee, filed as Exhibit 99(B) to the Annual Report on Form 10-K of
Discover Card Master Trust I for the fiscal year ended December 31, 1996.
/s/
Deloitte & Touche LLP
Chicago, Illinois
March 28, 1997
