<PAGE> 1
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): JANUARY 28, 1999
DISCOVER CARD MASTER TRUST I
--------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-23108 51-0020270
-------- ------- ----------
(STATE OF (COMMISSION (IRS EMPLOYER
ORGANIZATION) FILE NUMBER) IDENTIFICATION NO.)
C/O GREENWOOD TRUST COMPANY
12 READ'S WAY
NEW CASTLE, DELAWARE 19720
- -------------------- -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (302) 323-7184
--------------
FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT: NOT APPLICABLE
<PAGE> 2
ITEM 5. OTHER EVENTS
------------
SERIES 1999-1. ON JANUARY 28, 1999, THE REGISTRANT MADE AVAILABLE
TO PROSPECTIVE INVESTORS A SERIES TERM SHEET SETTING FORTH A DESCRIPTION OF THE
COLLATERAL POOL AND THE PROPOSED STRUCTURE OF $500,000,000 AGGREGATE PRINCIPAL
AMOUNT OF SERIES 1999-1 ___% CLASS A CREDIT CARD PASS-THROUGH CERTIFICATES AND
$26,316,000 AGGREGATE PRINCIPAL AMOUNT OF SERIES 1999-1 ___% CLASS B CREDIT CARD
PASS-THROUGH CERTIFICATES OF DISCOVER CARD MASTER TRUST I. THE SERIES TERM SHEET
IS ATTACHED HERETO AS EXHIBIT 99.
ITEM 7. EXHIBITS
--------
EXHIBIT NO. DESCRIPTION
- ----------- -----------
EXHIBIT 99 SERIES TERM SHEET DATED JANUARY 28, 1999, WITH RESPECT TO THE
PROPOSED ISSUANCE OF THE ___% CLASS A CREDIT CARD PASS-THROUGH
CERTIFICATES AND THE ___% CLASS B CREDIT CARD PASS-THROUGH
CERTIFICATES OF DISCOVER CARD MASTER TRUST I, SERIES 1999-1.
PAGE 2
<PAGE> 3
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: JANUARY 28, 1999 BY: /S/ JOHN J. COANE
----------------------------------------
JOHN J. COANE
VICE PRESIDENT, CHIEF ACCOUNTING OFFICER
AND TREASURER
PAGE 3
<PAGE> 4
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
-----------------
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
EXHIBIT 99 SERIES TERM SHEET DATED JANUARY 28, 1999, WITH 5
RESPECT TO THE PROPOSED ISSUANCE OF THE ___%
CLASS A CREDIT CARD PASS-THROUGH CERTIFICATES AND
THE ___% CLASS B CREDIT CARD PASS-THROUGH
CERTIFICATES OF DISCOVER CARD MASTER TRUST I,
SERIES 1999-1.
</TABLE>
PAGE 4
<PAGE> 1
EXHIBIT 99
SUBJECT TO REVISION
SERIES TERM SHEET DATED JANUARY 28, 1999
DISCOVER(R) CARD MASTER TRUST I, SERIES 1999-1
$500,000,000 __% CLASS A CERTIFICATES
$26,316,000 __% CLASS B CERTIFICATES
GREENWOOD TRUST COMPANY
MASTER SERVICER, SERVICER AND SELLER
THE CERTIFICATES REPRESENT INTERESTS IN THE DISCOVER CARD MASTER TRUST I.
THE CERTIFICATES ARE NOT OBLIGATIONS OF GREENWOOD TRUST COMPANY OR ANY OF ITS
AFFILIATES, AND NEITHER THE CERTIFICATES NOR THE UNDERLYING CREDIT CARD
RECEIVABLES ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY.
THIS SERIES TERM SHEET CONTAINS STRUCTURAL AND COLLATERAL INFORMATION ABOUT
THE CERTIFICATES; HOWEVER, THIS SERIES TERM SHEET DOES NOT CONTAIN COMPLETE
INFORMATION ABOUT THE CERTIFICATES. THE INFORMATION IN THIS SERIES TERM SHEET
IS PRELIMINARY AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN THE
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. YOU SHOULD READ BOTH THE PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS. THE TRUST AND THE DISCOVER CARD PORTFOLIO MAY
NOT PERFORM IN THE FUTURE AS THEY HAVE PERFORMED IN THE PAST. PRICE AND
AVAILABILITY OF THE CERTIFICATES MAY CHANGE WITHOUT NOTICE.
WE HAVE PREPARED THIS SERIES TERM SHEET SOLELY FOR INFORMATIONAL PURPOSES.
THIS SERIES TERM SHEET IS NOT AN OFFER TO BUY OR SELL ANY SECURITY, NOR IS IT A
REQUEST TO PARTICIPATE IN ANY PARTICULAR TRADING STRATEGY. GREENWOOD MAY NOT
OFFER OR SELL THE CERTIFICATES IN ANY STATE WHERE THE OFFER OR SALE IS
PROHIBITED. GREENWOOD WILL NOT SELL YOU ANY OF THE CERTIFICATES UNLESS YOU HAVE
RECEIVED BOTH THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. THE UNDERWRITERS MAY
HOLD OR TRADE SECURITIES OF THE TRUST OR GREENWOOD AND MAY ALSO PERFORM
INVESTMENT BANKING SERVICES FOR THE TRUST AND GREENWOOD.
MORGAN STANLEY DEAN WITTER
ABN AMRO INCORPORATED
CHASE SECURITIES INC.
FIRST CHICAGO CAPITAL MARKETS, INC.
FIRST UNION CAPITAL MARKETS CORP.
THIS SERIES TERM SHEET MAY NOT BE DISTRIBUTED TO PRIVATE CUSTOMERS AS
DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY.
<PAGE> 2
This series term sheet will be superseded in its entirety by the information
appearing in the prospectus supplement, the prospectus and the Series 1999-1
Supplement to the Pooling and Servicing Agreement.
<TABLE>
<CAPTION>
<S> <C>
TITLE OF SECURITIES............................ Discover Card Master Trust I, Series 1999-1 __%
Class A Credit Card Pass-Through Certificates and
Discover Card Master Trust I, Series 1999-1 __%
Class B Credit Card Pass-Through Certificates.
INTEREST RATE.................................. Class A Certificates: _____% per year.
Class B Certificates: _____% per year.
The Trustee will calculate interest on the
Certificates on the basis of the actual number of
days elapsed and a 360-day year of twelve 30-day
months.
INTEREST PAYMENT DATES......................... The 15th day of each February and August (or the
next business day), beginning in August 1999, and
at maturity for the Class B Certificates.
EXPECTED MATURITY DATES........................ Class A Certificates: February 15, 2002 (or the
next business day). If an Amortization Event
occurs, the Trust will pay principal monthly and
the final principal payment may be made before or
after February 15, 2002.
Class B Certificates: March 15, 2002 (or the
next business day). If an Amortization Event
occurs, the Trust will pay principal monthly and
the final payment of principal may be made either
before or after March 15, 2002. The Trust must
generally pay all Class A principal before it
pays any Class B principal.
An "Amortization Event" is an event that will
cause the Trust to begin repaying principal on a
monthly basis.
SERIES TERMINATION DATE........................ The first business day following August 15, 2004
(or, if August 15, 2004 is not a business day,
the second business day following August 15,
2004). The Series Termination Date is the last
day on which the Trust will pay principal on the
Certificates.
SUBORDINATION OF CLASS B CERTIFICATES
(CLASS A CREDIT ENHANCEMENT)................... The Class B Certificates are subordinated to the
Class A Certificates, up to a specified dollar
amount, known as the "Available Subordinated
Amount."
AVAILABLE SUBORDINATED AMOUNT.................. Initially $44,736,860, which may be reduced,
reinstated or increased from time to time. The
Available Subordinated Amount will increase by
$26,315,800 after an Effective Alternative Credit
Support Election.
"Effective Alternative Credit Support Election"
will mean an effective election made by Greenwood
to change the way in which the Trust allocates
finance charge collections to this Series. To make
this election,
</TABLE>
2
<PAGE> 3
<TABLE>
<CAPTION>
<S> <C>
Greenwood must deposit additional funds into the
cash collateral account discussed below.
CASH COLLATERAL ACCOUNT
(CLASS B CREDIT ENHANCEMENT)................... Greenwood will arrange to have a cash collateral
account established and funded with $21,052,640
for the direct benefit of the Class B investors
(the "Credit Enhancement Account") on the date the
Certificates are issued. The Trustee may withdraw
funds from this account to reimburse the Class B
investors for amounts that would otherwise reduce
their interest in the Trust or affect their
interest payments.
The amount on deposit in this account may decrease
or increase on future Distribution Dates. A
"Distribution Date" is the 15th calendar day of
each month (or the next business day), beginning
in March 1999.
The maximum amount of Credit Enhancement as of any
Distribution Date will be:
Before either an Effective Alternative Credit
Support Election or a Supplemental Credit
Enhancement Event:
* 4.0% of the Series Investor Interest as of the
end of the preceding month (but not less than
$5,263,160); or
Before an Effective Alternative Credit Support
Election but after a Supplemental Credit
Enhancement Event:
* 5.0% of the Series Investor Interest as of the
end of the preceding month (but not less than
$5,263,160); or
After an Effective Alternative Credit Support
Election
* 8.5% of the Series Investor Interest as of the
end of the preceding month (but not less than
$5,263,160).
However, if an Amortization Event has occurred,
the maximum amount of Credit Enhancement will be
the amount on deposit in the Credit Enhancement
Account on the Distribution Date immediately
before the Amortization Event occurred.
A "Supplemental Credit Enhancement Event" will
occur the first time Standard & Poor's Ratings
Services withdraws the long-term debt or deposit
rating of Greenwood (or an additional seller, if
any) or reduces this rating below BBB -.
"Series Investor Interest" will mean $526,316,000
minus
* the amount of principal collections on deposit
for the benefit of investors in this Series
(after giving effect to losses of principal on
investments of these funds),
</TABLE>
3
<PAGE> 4
<TABLE>
<CAPTION>
<S> <C>
* the aggregate amount of principal previously
paid to investors in this Series, and
* the aggregate amount of investor losses
resulting from accounts in which the
receivables have been charged-off as
uncollectible (after giving effect to all
provisions in the Series Supplement to
reimburse these charged-off amounts).
THE RECEIVABLES................................ The receivables in the Accounts included in the
Trust as of January 1, 1999 totaled
$28,518,361,329.71.
GROUP EXCESS SPREAD............................ The Certificates initially will be included in the
"Group One" group of series. The three-month
rolling average Group Excess Spread Percentage (as
defined below) was 4.51% for the Distribution Date
in January 1999.
"Group Excess Spread Percentage" for any
Distribution Date is a percentage calculated by
multiplying:
* twelve, by
* an amount for all series in Group One equal to
* the total amount of finance charge
collections, investment income and other
collections allocable to each series for the
prior calendar month, minus
* the total amount of interest and certain fees
payable for each series and the amount of
receivables allocable to each series that have
been charged off as uncollectible for the
prior calendar month;
and then dividing the product by an amount equal
to the sum of all investor interests for each
series in Group One (in each case for the
Distribution Date).
RATING OF THE INVESTOR CERTIFICATES............ The Trust will only issue the Certificates
if Standard & Poor's has rated the Class A
Certificates "AAA" and the Class B
Certificates at least "A" and Moody's
Investors Service, Inc. has rated the Class
A Certificates "Aaa" and has rated the Class
B Certificates at least "A2."
ERISA CONSIDERATIONS........................... Greenwood believes that employee benefit plans
subject to ERISA may acquire Class A Certificates;
however, advisers to these plans should consult
their own counsel. Employee benefit plans subject
to ERISA may not acquire the Class B Certificates.
LISTING........................................ Greenwood expects to list the Certificates on the
Luxembourg Stock Exchange to facilitate trading in
non-U.S. markets.
</TABLE>
COMPOSITION OF THE ACCOUNTS
We have set forth information below about the Accounts that are part of the
Trust. We provide additional information about all accounts in the Discover
Card portfolio under "Composition and Historical Performance of the Discover
Card Portfolio."
4
<PAGE> 5
GEOGRAPHIC DISTRIBUTION. As of January 1, 1999, the following five states
had the largest receivables balances :
STATE PERCENTAGE OF TOTAL RECEIVABLES
----- BALANCE IN THE ACCOUNTS
-----------------------
California................. 11.3%
Texas...................... 9.2%
New York................... 6.7%
Florida.................... 6.0%
Illinois................... 5.1%
CREDIT LIMIT INFORMATION. As of January 1, 1999, the Accounts had the
following credit limits:
PERCENTAGE
RECEIVABLES OF TOTAL
OUTSTANDING RECEIVABLES
CREDIT LIMIT (000'S) OUTSTANDING
- ------------ ------- -----------
Less than or equal to $1,000.00................. $ 616,126 2.2%
$1,000.01 to $2,000.00.......................... $ 2,585,839 9.1%
$2,000.01 to $3,000.00.......................... $ 2,846,227 10.0%
Over $3,000.00.................................. $ 22,470,169 78.7%
------------- -----------
Total.......................................... $ 28,518,361 100.0%
============= ===========
SEASONING. As of January 1, 1999, 88.0% of the Accounts were at least 24
months old. The ages of Accounts as of January 1, 1999 were distributed as
follows:
PERCENTAGE PERCENTAGE
AGE OF ACCOUNTS OF ACCOUNTS OF BALANCES
--------------- ----------- -----------
Less than 12 Months.................. 4.4% 2.1%
12 to 23 Months...................... 7.6% 6.7%
24 to 35 Months...................... 9.3% 9.7%
36 Months and Greater................ 78.7% 81.5%
----------- -----------
100.0% 100.0%
=========== ===========
SUMMARY CURRENT DELINQUENCY INFORMATION. As of January 1, 1999, the
Accounts had the following delinquency statuses:
AGGREGATE BALANCES PERCENTAGE
PAYMENT STATUS (000'S) OF BALANCES
-------------- ------- -----------
Current....................... $24,449,405 85.8%
1 to 29 Days.................. $ 2,058,454 7.2%
30 to 59 Days................. $ 808,568 2.8%
60 to 89 Days................. $ 382,688 1.3%
90 to 119 Days................ $ 333,585 1.2%
120 to 149 Days............... $ 262,096 0.9%
150 to 179 Days............... $ 223,565 0.8%
----------- -----------
$28,518,361 100.0%
=========== ===========
5
<PAGE> 6
COMPOSITION AND HISTORICAL PERFORMANCE
OF THE DISCOVER CARD PORTFOLIO
GEOGRAPHIC DISTRIBUTION. The Discover Card portfolio is not highly
concentrated geographically. As of November 30, 1998, the following five states
had the largest receivables balances:
<TABLE>
<CAPTION>
PERCENTAGE OF TOTAL RECEIVABLES BALANCE
OF DISCOVER CARD PORTFOLIO
STATE AS OF NOVEMBER 30, 1998
----- ---------------------------------------
<S> <C>
California.......... 11.3%
Texas............... 9.3%
New York............ 6.7%
Florida............. 6.0%
Illinois............ 5.1%
</TABLE>
No other state accounted for more than 5% of the total receivables balance
of the Discover Card portfolio as of November 30, 1998.
CREDIT LIMIT INFORMATION. As of November 30, 1998, the accounts in the
Discover Card portfolio had the following credit limits:
<TABLE>
<CAPTION>
PERCENTAGE
RECEIVABLES OF TOTAL
OUTSTANDING RECEIVABLES
CREDIT LIMIT (000'S) OUTSTANDING
------------ ------------- -----------
<S> <C> <C>
Less than or equal to $1,000.00 $632,180 2.1%
$1,000.01 to $2,000.00......... 2,782,815 9.2%
$2,000.01 to $3,000.00......... 2,927,625 9.7%
Over $3,000.00................. $ 23,788,446 79.0%
------------- ------
Total........................ $ 30,131,066 100.0%
============= ======
</TABLE>
SEASONING. As of November 30, 1998, 88.3% of the accounts in the Discover
Card portfolio were at least 24 months old. The ages of the accounts in the
Discover Card portfolio as of November 30, 1998 were distributed as follows:
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
AGE OF ACCOUNTS OF ACCOUNTS OF BALANCES
--------------- ----------- -----------
<S> <C> <C>
Less than 12 Months........ 5.0% 2.3%
12 to 23 Months............ 6.7% 6.0%
24 to 35 Months............ 8.9% 9.3%
36 Months and Greater...... 79.4% 82.4%
------ ------
100.0% 100.0%
====== ======
</TABLE>
6
<PAGE> 7
SUMMARY YIELD INFORMATION. The annualized aggregate monthly yield for the
Discover Card portfolio is summarized as follows:
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED ELEVEN MONTHS ENDED TWELVE MONTHS ENDED
NOVEMBER 30, 1998 NOVEMBER 30, 1997 DECEMBER 31, 1996
------------------- ------------------- -------------------
<S> <C> <C> <C>
Aggregate Monthly Yields (1)
Excluding Recoveries (2) 18.02% 18.19% 17.72%
Including Recoveries (3) 18.76% 18.90% 18.20%
</TABLE>
- ----------------------
(1) Greenwood calculates the "Monthly Yield" by dividing the monthly finance
charges billed by beginning monthly receivables balance. Monthly finance
charges include periodic finance charges, cash advance item charges, late
fees, and as of March 1, 1996, overlimit fees. "Aggregate Monthly Yield"
is the average of Monthly Yields annualized for each period shown.
(2) Aggregate Monthly Yield excluding any recoveries received with respect to
charged-off accounts.
(3) Aggregate Monthly Yield including recoveries received with respect to
charged-off accounts. Recoveries received with respect to receivables in
the Trust that have been charged off as uncollectible (including the
proceeds of sales of these receivables by the Trust, but excluding
proceeds of sales of charged-off receivables that Greenwood has removed
from the Trust) are included in the Trust and are treated as finance
charge collections.
SUMMARY CURRENT DELINQUENCY INFORMATION. As of November 30, 1998, the
accounts in the Discover Card portfolio had the following delinquency statuses:
<TABLE>
<CAPTION>
AGGREGATE
BALANCES PERCENTAGE
PAYMENT STATUS (000'S) OF BALANCES
-------------- ------------ -----------
<S> <C> <C>
Current............. $ 26,020,162 86.3%
1 to 29 Days........ $ 2,122,334 7.0%
30 to 59 Days....... $ 637,435 2.1%
60 to 89 Days....... $ 480,072 1.6%
90 to 119 Days...... $ 352,966 1.2%
120 to 149 Days..... $ 287,277 1.0%
150 to 179 Days..... $ 230,820 0.8%
------------ -----
$ 30,131,066 100.0%
============ =====
</TABLE>
SUMMARY HISTORICAL DELINQUENCY INFORMATION. The accounts in the Discover
Card portfolio had the following historical delinquency rates:
<TABLE>
<CAPTION>
AVERAGE OF TWELVE MONTHS AVERAGE OF ELEVEN MONTHS AVERAGE OF TWELVE MONTHS
ENDED NOVEMBER 30, 1998 ENDED NOVEMBER 30, 1997 ENDED DECEMBER 31, 1996
-------------------------- ---------------------------- ----------------------------
DELINQUENT DELINQUENT DELINQUENT
AMOUNT AMOUNT AMOUNT
(000'S) PERCENTAGE(1) (000'S) PERCENTAGE (1) (000'S) PERCENTAGE (1)
------------ ------------- ------------ -------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
30-59 Days............ $ 759,521 2.6% $ 743,464 2.6% $ 680,645 2.7%
60-89 Days............ $ 456,059 1.5% $ 432,410 1.5% $ 361,992 1.4%
90-179 Days........... $ 853,961 2.9% $ 803,204 2.8% $ 593,661 2.3%
------------ --- ------------ --- ----------- ---
Total.............. $ 2,069,541 7.0% $ 1,979,078 6.9% $ 1,636,298 6.4%
============ === ============ === =========== ===
</TABLE>
- ----------------------
(1) Greenwood calculates the percentages by dividing the Delinquent Amount by
the Average Receivables Outstanding for each period. The "Delinquent
Amount" is the average of the monthly ending balances of delinquent
accounts during the periods indicated. The "Average Receivables
Outstanding" is the average of the monthly average amount of receivables
outstanding during the periods indicated.
7
<PAGE> 8
SUMMARY CHARGE-OFF INFORMATION. The accounts in the Discover Card
portfolio have had the following historical charge-offs:
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED ELEVEN MONTHS ENDED TWELVE MONTHS ENDED
NOVEMBER 30, 1998 NOVEMBER 30, 1997 DECEMBER 31, 1996
------------------- ---------------------- -------------------
(dollars in thousands)
<S> <C> <C> <C>
Average Receivables Outstanding(1).................. $29,749,158 $28,403,076 $25,542,718
Gross Charge-Offs................................... $ 2,215,002 $ 1,891,601 $ 1,458,450
Gross Charge-Offs as a Percentage of
Average Receivables Outstanding(2)................ 7.45% 7.27% 5.71%
</TABLE>
- ----------------------
(1) "Average Receivables Outstanding" is the average of the monthly average
amount of receivables outstanding during the periods indicated.
(2) Recoveries received with respect to receivables in the Trust that have
been charged off as uncollectible (including the proceeds of sales of
these receivables by the Trust, but excluding proceeds of sales of
charged-off receivables that Greenwood has removed from the Trust) are
included in the Trust and are treated as finance charge collections.
SUMMARY PAYMENT RATE INFORMATION (1). The accounts in the Discover Card
portfolio have had the following historical monthly payment rates:
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED ELEVEN MONTHS ENDED TWELVE MONTHS ENDED
NOVEMBER 30, 1998 NOVEMBER 30, 1997 DECEMBER 31, 1996
------------------- ------------------- -------------------
<S> <C> <C> <C>
Average Monthly Payment Rate(2)...... 15.42% 14.51% 15.24%
Highest Monthly Payment Rate......... 17.01% 16.31% 18.08%
Lowest Monthly Payment Rate.......... 13.90% 12.41% 13.33%
</TABLE>
- ----------------------
(1) Greenwood calculates the "Monthly Payment Rate" by dividing monthly
cardmember remittances by the cardmember receivable balance outstanding as
of the beginning of the month.
(2) Greenwood calculates the "Average Monthly Payment Rate" for a period by
dividing the sum of individual monthly payment rates for the period by the
number of months in the period.
8
