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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): March 31, 1999
Discover Card Master Trust I
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(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
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(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
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Item 5. Other Events
Series 1999-3. On March 31, 1999, the registrant made
available to investors a prospectus supplement, dated March 26, 1999, and
prospectus, dated March 26, 1999, with respect to the issuance of $500,000,000
aggregate principal amount of Series 1999-3 Floating Rate Class A Credit Card
Pass-Through Certificates and $26,316,000 aggregate principal amount of Series
1999-3 Floating Rate 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 for Series 1999-3, to be dated as
of April 6, 1999, 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 1999-3, Latham &
Watkins, counsel to Greenwood and the Trust, has delivered (i) an opinion to
Greenwood (as originator of the Trust), dated March 31, 1999, regarding the
legality of the Series 1999-3 Floating Rate Class A Credit Card Pass-Through
Certificates and the Series 1999-3 Floating Rate Class B Credit Card
Pass-Through Certificates upon issuance and sale thereof on April 6, 1999; and
(ii) an opinion to Greenwood (as originator of the Trust), dated March 31, 1999,
as to certain federal tax matters concerning the Series 1999-3 Floating Rate
Class A Credit Card Pass-Through Certificates and the Series 1999-3 loating Rate
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 Class A Certificates and Class B Certificates
of Series 1999-3.
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: March 31, 1999 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
Exhibit 5 Opinion of Latham & Watkins.
Exhibit 8 Opinion of Latham & Watkins as to certain federal tax
matters concerning the Class A Certificates and Class B
Certificates of Series 1999-3.
Exhibit 23 Consent of Latham & Watkins (included in Exhibit 5).
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Exhibit 5
[LATHAM & WATKINS LETTERHEAD]
March 31, 1999
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 1999-3
Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined your Registration Statement
on Form S-3 (Registration No. 333-62263), 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
March 26, 1999 (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 1999-3 Floating Rate Class
A Credit Card Pass-Through Certificates and Series 1999-3 Floating Rate Class B
Credit Card Pass-Through Certificates (together, the "Series 1999-3
Certificates"). The Series 1999-3 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 the Pooling and Servicing Agreement, dated as of August
15, 1994, which is incorporated by reference to Exhibit 4.2 of the Trust's
Current Report on Form 8-K dated August 1, 1995, by the Second Amendment to the
Pooling and Servicing Agreement, dated as of February 29, 1996, which is
incorporated by reference to Exhibit 4.4 of the Trust's Current Report on Form
8-K
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[LATHAM & WATKINS LETTERHEAD]
Greenwood Trust Company
March 31, 1999
Page 2
dated April 30, 1996, by the Third Amendment to the 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 by the Fourth Amendment to the Pooling and Servicing Agreement,
dated as of November 30, 1998, which is incorporated by reference to Exhibit 4.1
of the Trust's Current Report on Form 8-K dated November 30, 1998, and as
supplemented by a related Series Supplement (the "Series 1999-3 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 1999-3 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 1999-3 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 1999-3 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 1999-3 Supplement, except as the same may be limited by (i)
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights and remedies of
creditors, and (ii) general principles of equity (whether enforcement is
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 1999-3 Certificates, (i) the Series
1999-3 Supplement will be duly authorized, executed and delivered by the
Trustee, (ii) all documents required to be executed and delivered in connection
with the issuance and sale of the Series 1999-3 Certificates will be so executed
and delivered by properly authorized persons, and (iii) the respective purchase
prices for the Class A Certificates and the Class B Certificates of Series
1999-3, as set forth in the table on the cover of the Prospectus, will be paid
to you by the various underwriters named in the Prospectus.
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[LATHAM & WATKINS LETTERHEAD]
Greenwood Trust Company
March 31, 1999
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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 the Trust's
Current Report on Form 8-K, dated March 31, 1999.
Very truly yours,
/s/ Latham & Watkins
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Exhibit 8
[LATHAM & WATKINS LETTERHEAD]
March 31, 1999
FILE NO. 017946-0079
Greenwood Trust Company
12 Read's Way
New Castle, Delaware 19720
Re: Discover Card Master Trust I, Series 1999-3
Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3
(Registration No. 333-62263), 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 March
26, 1999 (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 1999-3 Floating Rate Class A Credit Card Pass-Through
Certificates and Series 1999-3 Floating Rate Class B Credit Card Pass-Through
Certificates (together, the "Series 1999-3 Certificates"), you have requested
our opinion regarding the description of material tax consequences related to
the issuance of the Series 1999-3 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 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, and such other documents, instruments and
information as we considered necessary. Our opinion also is based on (i) the
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Greenwood Trust Company
March 31, 1999
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assumption that neither the Trustee nor any affiliate thereof will become either
the Servicer or the delegee of the Servicer; (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
1999-3 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
