<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): December 6, 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 1999-6. On December 6, 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 1999-6 ___% Class A Credit Card
Pass-Through Certificates and $26,316,000 aggregate principal amount of Series
1999-6 ___% 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 December 6, 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 1999-6.
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: December 6, 1999 By: /s/ John J. Coane
--------------------------------------------
John J. Coane
Vice President, Chief Accounting Officer and
Treasurer
Page 3
<PAGE> 4
INDEX TO EXHIBITS
-----------------
Exhibit Description Page
- ------- ----------- ----
Exhibit 99 Series Term Sheet dated December 6, 1999, with respect 5
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 1999-6.
Page 4
<PAGE> 1
Exhibit 99
SUBJECT TO REVISION
SERIES TERM SHEET DATED DECEMBER 6, 1999
DISCOVER(R) CARD MASTER TRUST I, SERIES 1999-6
$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
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
BARCLAYS CAPITAL
COMMERZBANK CAPITAL MARKETS
DRESDNER KLEINWORT BENSON
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 1999-6
Supplement to the Pooling and Servicing Agreement.
<TABLE>
<CAPTION>
<S> <C>
TITLE OF SECURITIES.............................. Discover Card Master Trust I, Series 1999-6 ____% Class A
Credit Card Pass-Through Certificates and Discover Card
Master Trust I, Series 1999-6 ____% 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 a 360-day year of twelve 30-day months.
INTEREST PAYMENT DATES............................ The 15th day of each January and July (or the next
business day), beginning in July 2000, and at maturity
for the Class B Certificates.
EXPECTED MATURITY DATES.......................... Class A Certificates: January 15, 2005 (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 January 15, 2005.
Class B Certificates: February 15, 2005 (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 February
15, 2005. 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 July 15, 2007 (or, if July
15, 2007 is not a business day, the second business day
following July 15, 2007). 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,
Greenwood must deposit additional funds into the cash
collateral account discussed below.
</TABLE>
2
<PAGE> 3
<TABLE>
<CAPTION>
<S> <C>
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
January 2000.
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),
- the aggregate amount of
principal previously paid to
investors in this Series, and
</TABLE>
3
<PAGE> 4
<TABLE>
<CAPTION>
<S> <C>
- 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
November 1, 1999 totaled
$27,124,420,322.23.
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
5.73% for the Distribution Date in
November 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
similar 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>
4
<PAGE> 5
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."
GEOGRAPHIC DISTRIBUTION. As of November 1, 1999, the following five states
had the largest receivables balances :
STATE PERCENTAGE OF TOTAL RECEIVABLES
----- BALANCE IN THE ACCOUNTS
-----------------------
California..................... 11.2%
Texas.......................... 9.3%
New York....................... 6.8%
Florida........................ 5.9%
Illinois....................... 5.1%
CREDIT LIMIT INFORMATION. As of November 1, 1999, the Accounts had the
following credit limits:
<TABLE>
<CAPTION>
PERCENTAGE
RECEIVABLES OF TOTAL
OUTSTANDING RECEIVABLES
(000'S) OUTSTANDING
----------- -----------
CREDIT LIMIT
<S> <C> <C>
Less than or equal to $1,000.00.................... $ 398,065 1.5%
$1,000.01 to $2,000.00............................. $ 1,956,069 7.2%
$2,000.01 to $3,000.00............................. $ 2,278,034 8.4%
Over $3,000.00..................................... $22,492,252 2.9%
----------- ------
Total............................................ $27,124,420 100.0%
=========== ======
</TABLE>
SEASONING. As of November 1, 1999, 94.0% of the Accounts were at least 24
months old. The ages of Accounts as of November 1, 1999 were distributed as
follows:
PERCENTAGE PERCENTAGE
AGE OF ACCOUNTS OF ACCOUNTS OF BALANCES
--------------- ----------- -----------
Less than 12 Months.................... 0.6% 0.3%
12 to 23 Months........................ 5.4% 2.8%
24 to 35 Months........................ 7.0% 7.2%
36 Months and Greater.................. 87.0% 89.7%
------ ------
100.0% 100.0%
====== ======
SUMMARY CURRENT DELINQUENCY INFORMATION. As of November 1, 1999, the
Accounts had the following delinquency statuses:
AGGREGATE
BALANCES PERCENTAGE
PAYMENT STATUS (000'S) OF BALANCES
-------------- --------- -----------
Current................................. $23,145,524 85.3%
1 to 29 Days............................ $ 1,933,332 7.1%
30 to 59 Days........................... $ 763,299 2.8%
60 to 89 Days........................... $ 487,447 1.8%
90 to 119 Days.......................... $ 340,778 1.3%
120 to 149 Days......................... $ 258,142 1.0%
150 to 179 Days......................... $ 195,898 0.7%
--------- -------
$27,124,420 100.0%
=========== ======
<PAGE> 6
COMPOSITION AND HISTORICAL PERFORMANCE
OF THE DISCOVER CARD PORTFOLIO
GEOGRAPHIC DISTRIBUTION. The Discover Card portfolio is not highly
concentrated geographically. As of August 31, 1999, the following five states
had the largest receivables balances:
<TABLE>
<CAPTION>
PERCENTAGE OF TOTAL RECEIVABLES BALANCE
OF DISCOVER CARD PORTFOLIO
STATE AS OF AUGUST 31, 1999
----- ---------------------------------------
<S> <C>
California.......................... 11.6%
Texas............................... 9.2%
New York............................ 7.0%
Florida............................. 5.9%
Illinois............................ 5.2%
</TABLE>
No other state accounted for more than 5% of the total receivables
balance of the Discover Card portfolio as of August 31, 1999.
CREDIT LIMIT INFORMATION. As of August 31, 1999, 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...................... $ 583,463 1.8%
$1,000.01 to $2,000.00............................... $ 2,365,721 7.3%
$2,000.01 to $3,000.00............................... $ 2,651,623 8.2%
Over $3,000.00....................................... $ 26,880,640 82.7%
------------ -----
Total.............................................. $ 32,481,447 100.0%
============ ======
</TABLE>
SEASONING. As of August 31, 1999, 84.4% 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 August 31, 1999 were distributed as follows:
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
AGE OF ACCOUNTS OF ACCOUNTS OF BALANCES
--------------- ----------- -----------
<S> <C> <C>
Less than 12 Months...................... 10.4% 9.0%
12 to 23 Months.......................... 5.2% 3.0%
24 to 35 Months.......................... 6.3% 6.9%
36 Months and Greater.................... 78.1% 81.1%
------ ------
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>
NINE MONTHS ENDED TWELVE MONTHS ENDED ELEVEN MONTHS ENDED TWELVE MONTHS ENDED
AUGUST 31, 1999 NOVEMBER 30, 1998 NOVEMBER 30, 1997 DECEMBER 31, 1996
--------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Aggregate Monthly Yields (1)
Excluding Recoveries (2) 17.48% 18.02% 18.19% 17.72%
Including Recoveries (3) 18.27% 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 August 31, 1999, the
accounts in the Discover Card portfolio had the following delinquency statuses:
AGGREGATE
BALANCES PERCENTAGE
PAYMENT STATUS (000'S) OF BALANCES
-------------- ------- -----------
Current........................... $28,284,642 87.1%
1 to 29 Days...................... $ 2,122,715 6.5%
30 to 59 Days..................... $ 826,372 2.6%
60 to 89 Days..................... $ 496,408 1.5%
90 to 119 Days.................... $ 319,666 1.0%
120 to 149 Days................... $ 236,240 0.7%
150 to 179 Days................... $ 195,404 0.6%
----------- ----
$32,481,447 100.0%
=========== ======
SUMMARY HISTORICAL DELINQUENCY INFORMATION. The accounts in the Discover
Card portfolio had the following historical delinquency rates:
<TABLE>
<CAPTION>
AVERAGE OF NINE MONTHS AVERAGE OF TWELVE MONTHS AVERAGE OF ELEVEN MONTHS AVERAGE OF TWELVE MONTHS
ENDED AUGUST 31, 1999 ENDED NOVEMBER 30, 1998 ENDED NOVEMBER 30, 1997 ENDED DECEMBER 31, 1996
--------------------- ----------------------- ----------------------- -----------------------
DELINQUENT DELINQUENT DELINQUENT DELINQUENT
AMOUNT AMOUNT AMOUNT AMOUNT
(000's) PERCENTAGE(1) (000's) PERCENTAGE(1) (000'S) PERCENTAGE (1) (000'S) PERCENTAGE(1)
---------- ------------- ----------- ------------- ----------- -------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
30-59 Days..... $ 773,747 2.5% $ 759,521 2.6% $ 743,464 2.6% $ 680,645 2.7%
60-89 Days..... $ 448,872 1.5% $ 456,059 1.5% $ 432,410 1.5% $ 361,992 1.4%
90-179 Days.... $ 797,367 2.6% $ 853,961 2.9% $ 803,204 2.8% $ 593,661 2.3%
---------- ---- ---------- --- ---------- --- ---------- ---
Total...... $2,019,986 6.6% $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>
NINE MONTHS ENDED TWELVE MONTHS ENDED ELEVEN MONTHS ENDED TWELVE MONTHS ENDED
AUGUST 31, 1999 NOVEMBER 30, 1998 NOVEMBER 30, 1997 DECEMBER 31, 1996
--------------- ----------------- ----------------- -----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Average Receivables Outstanding(1)... $ 30,847,057 $ 29,749,158 $ 28,403,076 $ 25,542,718
Gross Charge-Offs.................... $ 1,509,520 $ 2,215,002 $ 1,891,601 $ 1,458,450
Gross Charge-Offs as an Annualized
Percentage of Average
Receivables Outstanding(2)......... 6.52% 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>
NINE MONTHS ENDED TWELVE MONTHS ENDED ELEVEN MONTHS ENDED TWELVE MONTHS ENDED
AUGUST 31, 1999 NOVEMBER 30, 1998 NOVEMBER 30, 1997 DECEMBER 31, 1996
--------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Average Monthly Payment Rate(2) 16.74% 15.42% 14.51% 15.24%
Highest Monthly Payment Rate....... 17.83% 17.01% 16.31% 18.08%
Lowest Monthly Payment Rate...... 15.19% 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
