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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): April 22, 1999
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 1999-4. On April 22, 1999, the registrant made available
to investors a prospectus supplement and prospectus, each dated April 20, 1999,
with respect to the issuance of $850,000,000 aggregate principal amount of
Series 1999-4 5.65% Class A Credit Card Pass-Through Certificates and
$44,737,000 aggregate principal amount of Series 1999-4 5.85% 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 1999-4, to be dated as of April 27, 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 1999-4, Latham &
Watkins, counsel to Greenwood and the Trust, has delivered (i) an opinion to
Greenwood (as originator of the Trust), dated April 22, 1999, regarding the
legality of the Series 1999-4 5.65% Class A Credit Card Pass-Through
Certificates and the Series 1999-4 5.85% Class B Credit Card Pass-Through
Certificates upon issuance and sale thereof on April 27, 1999; and (ii) an
opinion to Greenwood (as originator of the Trust), dated April 22, 1999, as to
certain federal tax matters concerning the Series 1999-4 5.65% Class A Credit
Card Pass-Through Certificates and the Series 1999-4 5.85% 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
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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 1999-4.
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: April 22, 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
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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 1999-4.
Exhibit 23 Consent of Latham & Watkins (included in Exhibit 5).
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EXHIBIT 5
[LETTERHEAD OF LATHAM & WATKINS]
April 22, 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 1999-4
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 April
20, 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 1999-4 5.65% Class A Credit Card
Pass-Through Certificates and Series 1999-4 5.85% Class B Credit Card
Pass-Through Certificates (together, the "Series 1999-4 Certificates"). The
Series 1999-4 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 dated April 30, 1996, by
the
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LATHAM & WATKINS
Greenwood Trust Company
April 22, 1999
Page 2
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 1999-4 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 1999-4
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 1999-4 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 1999-4 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 1999-4 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 1999-4 Certificates, (i) the Series 1999-4
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 1999-4 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
1999-4, 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
Greenwood Trust Company
April 22, 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 April 22, 1999.
Very truly yours,
/s/ Latham & Watkins
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Latham & Watkins
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EXHIBIT 8
[LETTERHEAD OF LATHAM & WATKINS]
April 22, 1999
FILE NO. 017946-0080
Greenwood Trust Company
12 Read's Way
New Castle, Delaware 19720
Re: Discover Card Master Trust I, Series 1999-4
Registration Statement on Form S-3
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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 April
20, 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 1999-4 5.65% Class A Credit Card Pass-Through Certificates
and Series 1999-4 5.85% Class B Credit Card Pass-Through Certificates (together,
the "Series 1999-4 Certificates"), you have requested our opinion regarding the
description of material tax consequences related to the issuance of the Series
1999-4 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
assumption that neither the Trustee nor any affiliate thereof will become either
the Servicer or the
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LATHAM & WATKINS
Greenwood Trust Company
April 22, 1999
Page 2
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 1999-4 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
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Latham & Watkins
