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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): FEBRUARY 3, 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 1999-1. ON FEBRUARY 3, 1999, THE REGISTRANT MADE
AVAILABLE TO INVESTORS A PROSPECTUS SUPPLEMENT, DATED JANUARY 29, 1999, AND
PROSPECTUS, DATED JANUARY 29, 1999, WITH RESPECT TO THE ISSUANCE OF $500,000,000
AGGREGATE PRINCIPAL AMOUNT OF SERIES 1999-1 5.30% CLASS A CREDIT CARD
PASS-THROUGH CERTIFICATES AND $26,316,000 AGGREGATE PRINCIPAL AMOUNT OF SERIES
1999-1 5.55% 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 FEBRUARY 9, 1999, FOR
SERIES 1999-1 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 1999-1, LATHAM &
WATKINS, COUNSEL TO GREENWOOD AND THE TRUST, HAS DELIVERED (I) AN OPINION TO
GREENWOOD (AS ORIGINATOR OF THE TRUST), DATED FEBRUARY 3, 1999, REGARDING THE
LEGALITY OF THE SERIES 1999-1 5.30% CLASS A CREDIT CARD PASS-THROUGH
CERTIFICATES AND THE SERIES 1999-1 5.50% CLASS B CREDIT CARD PASS-THROUGH
CERTIFICATES UPON ISSUANCE AND SALE THEREOF ON FEBRUARY 9, 1999; AND (II) AN
OPINION TO GREENWOOD (AS ORIGINATOR OF THE TRUST), DATED FEBRUARY 3, 1999, AS TO
CERTAIN FEDERAL TAX MATTERS CONCERNING THE SERIES 1999-1 5.30% CLASS A CREDIT
CARD PASS-THROUGH CERTIFICATES AND THE SERIES 1999-1 5.55% 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 1999-1 CLASS A CERTIFICATES AND
SERIES 1999-1 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: FEBRUARY 3, 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
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EXHIBIT NO. DESCRIPTION
EXHIBIT 5 OPINION OF LATHAM & WATKINS.
EXHIBIT 8 OPINION OF LATHAM & WATKINS AS TO CERTAIN FEDERAL TAX
MATTERS CONCERNING THE SERIES 1999-1 CLASS A
CERTIFICATES AND SERIES 1999-1 CLASS B CERTIFICATES.
EXHIBIT 23 CONSENT OF LATHAM & WATKINS (INCLUDED IN EXHIBIT 5).
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EXHIBIT 5
[LATHAM & WATKINS LETTERHEAD]
February 3, 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 1999-1
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
January 29, 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 1999-1 5.30% Class A Credit
Card Pass-Through Certificates and Series 1999-1 5.55% Class B Credit Card
Pass-Through Certificates (together, the "Series 1999-1 Certificates"). The
Series 1999-1 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 LOGO]
Greenwood Trust Company
February 2, 1999
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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 1999-1 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 1999-1
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 1999-1 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 1999-1 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 1999-1 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 1999-1 Certificates, (i) the Series 1999-1
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 1999-1 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 the Trust's Current
Report on Form 8-K, dated February 3, 1999.
Very truly yours,
/s/ Latham & Watkins
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EXHIBIT 8
[LATHAM & WATKINS LETTERHEAD]
February 3, 1999
Greenwood Trust Company
12 Read's Way
New Castle, Delaware 19720
Re: Discover Card Master Trust I, Series 1999-1
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 January 29, 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 1999-1 5.30% Class A Credit Card Pass-Through Certificates and Series
1999-1 5.55% Class B Credit Card Pass-Through Certificates (together, the
"Series 1999-1 Certificates"), you have requested our opinion regarding the
description of material tax consequences related to the issuance of the Series
1999-1 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
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[LATHAM & WATKINS LOGO]
Greenwood Trust Company
February 3, 1999
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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 1999-1 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
