<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 18, 2000
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 2000-1. On January 18, 2000, 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 2000-1 Floating Rate Class A Credit Card
Pass-Through Certificates and $26,316,000 aggregate principal amount of Series
2000-1 Floating Rate 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 18, 2000, with respect to
the proposed issuance of the Floating Rate Class A Credit Card
Pass-Through Certificates and the Floating Rate Class B Credit
Card Pass-Through Certificates of Discover Card Master Trust
I, Series 2000-1.
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 18, 2000 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 January 18, 2000, with respect 5
to the proposed issuance of the Floating Rate Class A
Credit Card Pass-Through Certificates and the Floating
Rate Class B Credit Card Pass-Through Certificates of
Discover Card Master Trust I, Series 2000-1.
Page 4
<PAGE> 1
SUBJECT TO REVISION
SERIES TERM SHEET DATED JANUARY 18, 2000
DISCOVER(R) CARD MASTER TRUST I, SERIES 2000-1
$500,000,000 FLOATING RATE CLASS A CERTIFICATES
$26,316,000 FLOATING RATE 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
BARCLAYS CAPITAL
COMMERZBANK CAPITAL MARKETS
DEUTSCHE BANC ALEX. BROWN
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 2000-1
Supplement to the Pooling and Servicing Agreement.
<TABLE>
<CAPTION>
<S> <C>
TITLE OF SECURITIES............................. Discover Card Master Trust I, Series 2000-1
Floating Rate Class A Credit Card Pass-Through
Certificates and Discover Card Master Trust I,
Series 2000-1 Floating Rate Class B Credit Card
Pass-Through Certificates.
INTEREST RATE.................................... Class A Certificates: LIBOR plus ____% per year.
Class B Certificates: LIBOR plus ____% 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
"LIBOR" will mean the London interbank offered
rate for one-month United States dollar
deposits, determined two business days before
the start of each interest accrual period.
INTEREST PAYMENT DATES............................ The 15th day of each month (or the next
business day), beginning in February 2000.
EXPECTED MATURITY DATES.......................... Class A Certificates: February 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 February 15, 2005.
Class B Certificates: March 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 March 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 August 15,
2007 (or, if August 15, 2007 is not a business
day, the second business day following August
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 $65,789,500, which may be reduced,
reinstated or increased from time to time. The
Available Subordinated Amount will increase by:
- $2,631,580 after a Supplemental Credit
Enhancement Event, if Greenwood has not made
an Effective Alternative Credit Support
Election;
</TABLE>
2
<PAGE> 3
<TABLE>
<CAPTION>
<S> <C>
- $26,315,800 after an Effective Alternative
Credit Support Election, if a Supplemental
Credit Enhancement Event has not occurred; or
- $23,684,220 after an Effective Alternative
Credit Support Election, if a Supplemental
Credit Enhancement Event has 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 -.
"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.
CASH COLLATERAL ACCOUNT
(CLASS B CREDIT ENHANCEMENT)..................... Greenwood will arrange to have a cash
collateral account established and funded with
$39,473,700 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 February 2000.
The maximum amount of Credit Enhancement as of
any Distribution Date will be:
Before an Effective Alternative Credit Support Election
- 7.5% 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
- 12.5% 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.
</TABLE>
3
<PAGE> 4
<TABLE>
<CAPTION>
<S> <C>
"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
- 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, 2000 totaled
$29,506,499,630.35.
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 5.01% for the
Distribution Date in January 2000.
"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 January 1, 2000, the following five
states had the largest receivables balances :
STATE PERCENTAGE OF TOTAL RECEIVABLES
----- BALANCE IN THE ACCOUNTS
-----------------------
California..................... 11.1%
Texas.......................... 9.2%
New York....................... 6.7%
Florida........................ 5.9%
Illinois....................... 5.2%
CREDIT LIMIT INFORMATION. As of January 1, 2000, the Accounts had the
following credit limits:
PERCENTAGE
RECEIVABLES OF TOTAL
OUTSTANDING RECEIVABLES
(000'S) OUTSTANDING
------- -----------
CREDIT LIMIT
- ------------
Less than or equal to $1,000.00............... $ 373,149 1.3%
$1,000.01 to $2,000.00........................ $ 1,878,757 6.4%
$2,000.01 to $3,000.00........................ $ 2,222,322 7.5%
Over $3,000.00................................ $25,032,272 84.8%
----------- ------
Total....................................... $29,506,500 100.0%
=========== ======
SEASONING. As of January 1, 2000, 95% of the Accounts were at least 24
months old. The ages of Accounts as of January 1, 2000 were distributed as
follows:
PERCENTAGE PERCENTAGE
AGE OF ACCOUNTS OF ACCOUNTS OF BALANCES
--------------- ----------- -----------
Less than 12 Months............... 0.0% 0.0%
12 to 23 Months................... 5.0% 2.7%
24 to 35 Months................... 7.4% 7.2%
36 Months and Greater............. 87.6% 90.1%
------ ------
100.0% 100.0%
====== ======
SUMMARY CURRENT DELINQUENCY INFORMATION. As of January 1, 2000, the
Accounts had the following delinquency statuses:
AGGREGATE
BALANCES PERCENTAGE
PAYMENT STATUS (000'S) OF BALANCES
-------------- ------- -----------
Current........................... $25,423,050 86.2%
1 to 29 Days...................... $ 2,031,742 6.9%
30 to 59 Days..................... $ 749,930 2.5%
60 to 89 Days..................... $ 469,514 1.6%
90 to 119 Days.................... $ 344,612 1.2%
120 to 149 Days................... $ 265,727 0.9%
150 to 179 Days................... $ 221,925 0.7%
----------- ------
$29,506,500 100.0%
=========== ======
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, 1999, 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, 1999
----- ---------------------------------------
<S> <C>
California.......................... 11.7%
Texas............................... 9.0%
New York............................ 7.1%
Florida............................. 6.0%
Illinois............................ 5.2%
</TABLE>
No other state accounted for more than 5% of the total receivables
balance of the Discover Card portfolio as of November 30, 1999.
CREDIT LIMIT INFORMATION. As of November 30, 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...................... $ 566,323 1.6%
$1,000.01 to $2,000.00............................... $ 2,269,765 6.3%
$2,000.01 to $3,000.00............................... $ 2,591,946 7.2%
Over $3,000.00....................................... $30,462,870 84.9%
----------- ------
Total.............................................. $35,890,904 100.0%
=========== ======
</TABLE>
SEASONING. As of November 30, 1999, 81.3% 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, 1999 were distributed as follows:
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
AGE OF ACCOUNTS OF ACCOUNTS OF BALANCES
--------------- ----------- -----------
<C> <C> <C>
Less than 12 Months...................... 13.8% 14.0%
12 to 23 Months.......................... 4.9% 2.6%
24 to 35 Months.......................... 5.6% 5.6%
36 Months and Greater.................... 75.7% 77.8%
------ ------
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 TWELVE MONTHS ENDED ELEVEN MONTHS ENDED
NOVEMBER 30, 1999 NOVEMBER 30, 1998 NOVEMBER 30, 1997
----------------- ----------------- -----------------
<S> <C> <C> <C>
Aggregate Monthly Yields (1)
Excluding Recoveries (2) 17.48% 18.02% 18.19%
Including Recoveries (3) 18.26% 18.76% 18.90%
</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 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, 1999, 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............................................ $31,329,353 87.3%
1 to 29 Days....................................... $ 2,275,470 6.3%
30 to 59 Days...................................... $ 823,126 2.3%
60 to 89 Days...................................... $ 547,179 1.5%
90 to 119 Days..................................... $ 377,712 1.1%
120 to 149 Days.................................... $ 301,112 0.8%
150 to 179 Days.................................... $ 236,952 0.7%
----------- ------
$35,890,904 100.0%
=========== ======
</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 TWELVE MONTHS AVERAGE OF ELEVEN MONTHS
ENDED NOVEMBER 30, 1999 ENDED NOVEMBER 30, 1998 ENDED NOVEMBER 30, 1997
----------------------- ----------------------- -----------------------
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..... $ 791,325 2.6% $ 759,521 2.6% $ 743,464 2.6%
60-89 Days..... $ 471,838 1.5% $ 456,059 1.5% $ 432,410 1.5%
90-179 Days.... $ 815,619 2.6% $ 853,961 2.9% $ 803,204 2.8%
---------- ---- ---------- ---- ---------- ----
Total.......... $2,078,782 6.7% $2,069,541 7.0% $1,979,078 6.9%
========== ---- ========== ==== ========== ====
</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 TWELVE MONTHS ENDED ELEVEN MONTHS ENDED
NOVEMBER 30, 1999 NOVEMBER 30, 1998 NOVEMBER 30, 1997
----------------- ----------------- -----------------
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Average Receivables Outstanding(1)... $ 31,554,086 $ 29,749,158 $ 28,403,076
Gross Charge-Offs.................... $ 1,955,514 $ 2,215,002 $ 1,891,601
Gross Charge-Offs as an Annualized
Percentage of Average
Receivables Outstanding(2)......... 6.20% 7.45% 7.27%
</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 TWELVE MONTHS ENDED ELEVEN MONTHS ENDED
NOVEMBER 30, 1999 NOVEMBER 30, 1998 NOVEMBER 30, 1997
----------------- ----------------- -----------------
<S> <C> <C> <C>
Average Monthly Payment Rate(2) 16.73% 15.42% 14.51%
Highest Monthly Payment Rate....... 17.83% 17.01% 16.31%
Lowest Monthly Payment Rate........ 15.19% 13.90% 12.41%
</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
