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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 1998
Discover Card Master Trust I
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(Exact name of registrant as specified in charter)
Delaware 0-23108 51-0020270
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(State of (Commission (IRS Employer
Organization) File Number) 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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Former name or former address, if changed since last report: Not Applicable
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Item 5. Other Events
Series 1998-7. On November 9, 1998, the registrant made available
to investors a prospectus supplement, dated November 4, 1998, and prospectus,
dated November 4, 1998, with respect to the issuance of $1,000,000,000 aggregate
principal amount of Series 1998-7 5.60% Class A Credit Card Pass-Through
Certificates and $52,632,000 aggregate principal amount of Series 1998-7 5.90%
Class B Credit Card Pass-Through Certificates of Discover Card Master Trust I
(the "Trust"), pursuant to the Pooling and Servicing Agreement, dated as of
October 1, 1993, between Greenwood Trust Company ("Greenwood") as Master
Servicer, Servicer and Seller and U.S. Bank National Association (formerly First
Bank National Association, successor trustee to Bank of America Illinois,
formerly Continental Bank, National Association) as Trustee, as amended, and the
Series Supplement, to be dated as of November 12, 1998, for Series 1998-7
between Greenwood Trust Company as Master Servicer, Servicer and Seller and U.S.
Bank National Association as Trustee.
In connection with the issuance of Series 1998-7, Latham &
Watkins, counsel to Greenwood and the Trust, has delivered (i) an opinion to
Greenwood (as originator of the Trust), dated November 9, 1998, regarding the
legality of the Series 1998-7 5.90% Class A Credit Card Pass-Through
Certificates and the Series 1998-7 5.90% Class B Credit Card Pass-Through
Certificates upon issuance and sale thereof on November 12, 1998; and (ii) an
opinion to Greenwood (as originator of the Trust), dated November 9, 1998, as to
certain federal tax matters concerning the Series 1998-7 5.90% Class A Credit
Card Pass-Through Certificates and the Series 1998-7 5.90% Class B Credit Card
Pass-Through Certificates. A copy of the opinion as to legality is attached as
Exhibit 5, and the opinion as to certain tax matters is attached as Exhibit 8.
Item 7. Exhibits
Exhibit No. Description
Exhibit 5 Opinion of Latham & Watkins.
Exhibit 8 Opinion of Latham & Watkins as to certain federal tax matters
concerning the Series 1998-7 Class A Certificates and Series
1998-7 Class B Certificates.
Exhibit 23 Consent of Latham & Watkins (included in Exhibit 5).
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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.
Discover Card Master Trust I
(Registrant)
By: Greenwood Trust Company
(Originator of the Trust)
Date: November 9, 1998 By: /s/ John J. Coane
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John J. Coane
Vice President, Chief Accounting Officer
and Treasurer
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INDEX TO EXHIBITS
Exhibit No. Description
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Exhibit 5 Opinion of Latham & Watkins.
Exhibit 8 Opinion of Latham & Watkins as to certain federal tax matters
concerning the Series 1998-7 Class A Certificates and Series
1998-7 Class B Certificates.
Exhibit 23 Consent of Latham & Watkins (included in Exhibit 5).
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EXHIBIT 5
November 9, 1998
Greenwood Trust Company, as Originator
of Discover Card Master Trust I
12 Read's Way
New Castle, Delaware 19720
Re: Discover Card Master Trust I, Series 1998-7
Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined your Registration Statement on
Form S-3 (Registration No. 333-16103), together with the exhibits thereto (the
"Registration Statement"), registering credit card pass-through certificates
representing undivided interests in the Discover Card Master Trust I (the
"Trust") and the related Prospectus and Prospectus Supplement, each dated
November 4, 1998 (together, the "Prospectus"), filed by you with the Securities
and Exchange Commission pursuant to Rule 424(b) under the Securities Act of
1933, as amended, relating to the issuance of Series 1998-7 5.60% Class A Credit
Card Pass-Through Certificates and Series 1998-7 5.90% Class B Credit Card
Pass-Through Certificates (together, the "Series 1998-7 Certificates"). The
Series 1998-7 Certificates will be issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement") dated as of October 1, 1993,
which is incorporated by reference to Exhibit 4.1 of your Registration Statement
on Form S-1 (Registration No. 33-71502), as amended by the First Amendment to
Pooling and Servicing Agreement, dated as of August 15, 1994, which is
incorporated by reference to Exhibit 4.2 of Greenwood's Current Report on Form
8-K dated August 1, 1995, by the Second Amendment to Pooling and Servicing
Agreement, dated as of February 29, 1996, which is incorporated by reference to
Exhibit 4.4 of Greenwood's Current Report on Form 8-K dated April 30, 1996, and
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LATHAM & WATKINS
Greenwood Trust Company
November 9, 1998
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by the Third Amendment to Pooling and Servicing Agreement, dated as of March 30,
1998, which is incorporated by reference to Exhibit 4.1(d) of the Trust's
Registration Statement on Form 8-A filed on April 13, 1998, and as supplemented
by a related Series Supplement (the "Series 1998-7 Supplement"), a copy of the
form of which is included as Exhibit 4.4 to the Registration Statement and the
specific terms of which are summarized in the Prospectus, each by and between
Greenwood as Master Servicer, Servicer and Seller and U.S. Bank National
Association (formerly First Bank National Association, successor trustee to Bank
of America Illinois, formerly Continental Bank, National Association) as
Trustee. We are familiar with the proceedings taken by Greenwood as originator
of the Trust in connection with the authorization of the issuance and sale of
the Series 1998-7 Certificates, and have examined such documents and such
questions of law and fact as we have deemed necessary in order to express the
opinion hereinafter stated.
We are opining herein as to the effect on the subject transactions
of only United States federal law and the laws of the State of New York, and we
express no opinion with respect to the applicability thereto or the effect
thereon of the laws of any other jurisdiction or as to any matters of municipal
law or the laws of any local agencies within any state.
Based on the foregoing, we are of the opinion, as of the date
hereof, that the Series 1998-7 Certificates, upon issuance and sale thereof in
the manner described in the Prospectus and as provided in the Pooling and
Servicing Agreement and the related Series 1998-7 Supplement, will be validly
issued, fully paid and nonassessable, and enforceable in accordance with their
terms and entitled to the benefits of the Pooling and Servicing Agreement and
the related Series 1998-7 Supplement, except as the same may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally or by general
principles of equity (whether considered in a proceeding at law or in equity)
and by the discretion of the court before which any proceeding therefor may be
brought.
In rendering our opinion, we have assumed that, upon or prior to the
issuance and sale of the Series 1998-7 Certificates, (i) the Series 1998-7
Supplement will be duly authorized, executed and delivered by the Trustee and
(ii) all documents required to be executed and delivered in connection with the
issuance and sale of the Series 1998-7 Certificates will be so executed and
delivered by properly authorized persons.
We hereby consent to the filing of (i) this opinion and (ii) the
opinion to be filed as Exhibit 8, in each case as part of Greenwood's Current
Report on Form 8-K, dated November 9, 1998.
Very truly yours,
/s/ Latham & Watkins
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EXHIBIT 8
[LATHAM & WATKINS LETTERHEAD]
November 9, 1998
Greenwood Trust Company
12 Read's Way
New Castle, Delaware 19720
Re: Discover Card Master Trust I, Series 1998-7
Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3
(Registration No. 333-16103), registering credit card pass-through certificates
representing undivided interests in the Discover Card Master Trust I (the
"Trust") and the related Prospectus and Prospectus Supplement, each dated
November 4, 1998 (together, the "Prospectus"), to be filed by you with the
Securities and Exchange Commission pursuant to Rule 424(b) under the Securities
Act of 1933, as amended, relating to the issuance pursuant to the Registration
Statement of Series 1998-7 5.60% Class A Credit Card Pass-Through Certificates
and Series 1998-7 5.90% Class B Credit Card Pass-Through Certificates (together,
the "Series 1998-7 Certificates"), you have requested our opinion regarding the
description of material tax consequences related to the issuance of the Series
1998-7 Certificates (the "Offering") as described in the Prospectus. Capitalized
terms not otherwise defined herein have the meanings ascribed to them in the
Prospectus.
Our opinion is based on our examination of the Prospectus, the
Pooling and Servicing Agreement dated as of October 1, 1993, as amended (the
"Pooling Agreement") between Greenwood as Seller and Servicer and U.S. Bank
National Association (formerly First Bank National Association, successor
trustee to Bank of America Illinois, formerly Continental Bank, National
Association) as Trustee, and such other documents, instruments and information
as we considered necessary. Our opinion also is based on (i) the assumption that
neither the Trustee nor any affiliate thereof will become either the Servicer or
the delegee of the Servicer;
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LATHAM & WATKINS
Greenwood Trust Company
November 9, 1998
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(ii) the assumption that all agreements relating to the creation of the Trust
will remain in full force and effect; (iii) the assumption that all agreements
and documents required to be executed and delivered in connection with the
issuance and sale of the Series 1998-7 Certificates will be so executed and
delivered by properly authorized persons in substantial conformity with the
drafts thereof as described in the Prospectus and such agreements will remain in
full force and effect; (iv) currently applicable provisions of the federal
income tax laws, including the Internal Revenue Code of 1986, as amended,
applicable Treasury Regulations promulgated thereunder, judicial authority and
current administrative rulings and practice; and (v) a legal opinion rendered by
local tax counsel retained by Greenwood relative to the income tax laws of
Delaware (upon which we have relied for purposes of rendering our opinion with
respect to the laws of Delaware).
Based on the foregoing, as of the date hereof, we adopt and confirm
the statements under the captions "Federal Income Tax Consequences" and "State
Tax Consequences" as our opinion of the material tax consequences of the
Offering, to the extent such statements constitute legal conclusions.
Very truly yours,
/s/ Latham & Watkins
