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<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): May 24, 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 2000-5. On May 24, 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 2000-5 Floating Rate Class A Credit Card Pass-Through
Certificates and $26,316,000 aggregate principal amount of Series 2000-5
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 May 24, 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 2000-5.
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: May 24, 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 May 24, 2000 with respect to the 5
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 2000-5.
Page 4
<PAGE> 1
SUBJECT TO REVISION
SERIES TERM SHEET DATED MAY 24, 2000
DISCOVER(R) CARD MASTER TRUST I, SERIES 2000-5
$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
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
CREDIT LYONNAIS SECURITIES
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 2000-5 Supplement to the Pooling and Servicing Agreement.
TITLE OF SECURITIES.............................. Discover Card Master Trust
I, Series 2000-5 Floating
Rate Class A Credit Card
Pass-Through Certificates
and Discover Card Master
Trust I, Series 2000-5
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 July 2000.
EXPECTED MATURITY DATES.......................... Class A Certificates: May
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 May
15, 2005.
Class B Certificates: June
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 June 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 November 15, 2007
(or, if November 15, 2007
is not a business day, the
second business day
following November 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
<PAGE> 3
- $2,631,580 after a
Supplemental Credit
Enhancement Event, if
Greenwood has not made
an Effective Alternative
Credit Support Election;
- $23,684,220 after an
Effective Alternative
Credit Support Election,
if a Supplemental Credit
Enhancement Event has
occurred; or
- $26,315,800 after an
Effective Alternative
Credit Support Election,
if a Supplemental Credit
Enhancement Event has
not 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 July
2000.
The maximum amount of
Credit Enhancement as of
any Distribution Date will
be:
Before a Supplemental
Credit Enhancement Event or
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 a Supplemental Credit
Enhancement Event but
before an Effective
Alternative Credit Support
Election
3
<PAGE> 4
- 8.0% 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
- 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.
"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 May 1, 2000
totaled $28,251,145,543.94.
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
4.82% for the Distribution
Date in May 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;
4
<PAGE> 5
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.
5
<PAGE> 6
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 May 1, 2000, the following five states had
the largest receivables balances :
PERCENTAGE OF TOTAL RECEIVABLES
BALANCE IN THE ACCOUNTS
STATE
California..................... 11.0%
Texas.......................... 9.4%
New York....................... 6.7%
Florida........................ 5.9%
Illinois....................... 5.2%
CREDIT LIMIT INFORMATION. As of May 1, 2000, the Accounts had the following
credit limits:
<TABLE>
<CAPTION>
RECEIVABLES PERCENTAGE OF
OUTSTANDING TOTAL RECEIVABLES
CREDIT LIMIT (000'S) OUTSTANDING
------------ ------- -----------
<S> <C> <C>
Less than or equal to $1,000.00.................... $ 319,686 1.1%
$1,000.01 to $2,000.00............................. $ 1,689,686 6.0%
$2,000.01 to $3,000.00............................. $ 2,040,106 7.2%
Over $3,000.00..................................... $24,201,668 85.7%
----------- ------
Total............................................ $28,251,146 100.0%
=========== ======
</TABLE>
SEASONING. As of May 1, 2000, 97.0% of the Accounts were at least 24 months
old. The ages of Accounts as of May 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........................ 3.0% 1.4%
24 to 35 Months........................ 6.5% 5.5%
36 Months and Greater.................. 90.5% 93.1%
------ -----
100.0% 100.0%
====== ======
SUMMARY CURRENT DELINQUENCY INFORMATION. As of May 1, 2000, the Accounts
had the following delinquency statuses:
6
<PAGE> 7
AGGREGATE
BALANCES PERCENTAGE
PAYMENT STATUS (000'S) OF BALANCES
-------------- ------- -----------
Current............................. $ 24,486,773 86.8%
1 to 29 Days........................ $ 2,015,273 7.1%
30 to 59 Days....................... $ 635,310 2.2%
60 to 89 Days....................... $ 392,131 1.4%
90 to 119 Days...................... $ 291,512 1.0%
120 to 149 Days..................... $ 233,079 0.8%
150 to 179 Days..................... $ 197,068 0.7%
--------------- -------
$ 28,251,146 100.0%
=============== ======
COMPOSITION AND HISTORICAL PERFORMANCE
OF THE DISCOVER CARD PORTFOLIO
GEOGRAPHIC DISTRIBUTION. The Discover Card portfolio is not highly
concentrated geographically. As of February 29, 2000, the following five states
had the largest receivables balances:
PERCENTAGE OF TOTAL RECEIVABLES BALANCE
OF DISCOVER CARD PORTFOLIO
STATE AS OF FEBRUARY 29, 2000
----- -----------------------
California.......................... 11.9%
Texas............................... 8.9%
New York............................ 7.1%
Florida............................. 5.9%
Illinois............................ 5.1%
No other state accounted for more than 5% of the total receivables
balance of the Discover Card portfolio as of February 29, 2000.
CREDIT LIMIT INFORMATION. As of February 29, 2000, the accounts in the
Discover Card portfolio had the following credit limits:
PERCENTAGE
RECEIVABLES OF TOTAL
OUTSTANDING RECEIVABLES
CREDIT LIMIT (000'S) OUTSTANDING
------------ ----------- -----------
Less than or equal to $1,000.00.............. $ 591,306 1.5%
$1,000.01 to $2,000.00....................... $ 2,267,946 5.7%
$2,000.01 to $3,000.00....................... $ 2,610,918 6.6%
Over $3,000.00............................... $34,246,195 86.2%
----------- -----
Total...................................... $39,716,365 100.0%
=========== ======
7
<PAGE> 8
SEASONING. As of February 29, 2000, 78.6% 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 February 29, 2000 were distributed as follows:
PERCENTAGE PERCENTAGE
AGE OF ACCOUNTS OF ACCOUNTS OF BALANCES
--------------- ----------- -----------
Less than 12 Months...................... 16.5% 19.6%
12 to 23 Months.......................... 4.9% 2.9%
24 to 35 Months.......................... 5.5% 5.0%
36 Months and Greater.................... 73.1% 72.5%
----- -----
100.0% 100.0%
====== ======
SUMMARY YIELD INFORMATION. The annualized aggregate monthly yield for the
Discover Card portfolio is summarized as follows:
<TABLE>
<CAPTION>
THREE MONTHS TWELVE MONTHS TWELVE MONTHS ELEVEN MONTHS
ENDED ENDED ENDED ENDED
FEBRUARY 29, 2000 NOVEMBER 30, 1999 NOVEMBER 30, 1998 NOVEMBER 30, 1997
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Aggregate Monthly Yields (1)
Excluding Recoveries (2) 16.23% 17.48% 18.02% 18.19%
Including Recoveries (3) 16.99% 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 February 29, 2000, the
accounts in the Discover Card portfolio had the following delinquency statuses:
AGGREGATE
BALANCES PERCENTAGE
PAYMENT STATUS (000'S) OF BALANCES
-------------- -------------- -----------
Current........................... $ 35,146,615 88.5%
1 to 29 Days...................... $ 2,332,096 5.9%
30 to 59 Days..................... $ 776,917 2.0%
60 to 89 Days..................... $ 544,712 1.4%
90 to 119 Days.................... $ 376,871 0.9%
120 to 149 Days................... $ 288,070 0.7%
150 to 179 Days................... $ 251,084 0.6%
-------------- ------
$ 39,716,365 100.0%
============== ======
8
<PAGE> 9
SUMMARY HISTORICAL DELINQUENCY INFORMATION. The accounts in the Discover
Card portfolio had the following historical delinquency rates:
<TABLE>
<CAPTION>
AVERAGE OF THREE MONTHS AVERAGE OF TWELVE MONTHS AVERAGE OF TWELVE MONTHS AVERAGE OF ELEVEN MONTHS
ENDED FEBRUARY 29, 2000 ENDED NOVEMBER 30, 1999 ENDED NOVEMBER 30, 1998 ENDED NOVEMBER 30, 1997
----------------------- ------------------------ ------------------------ ------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DELINQUENT DELINQUENT DELINQUENT DELINQUENT
AMOUNT AMOUNT AMOUNT AMOUNT
(000'S) PERCENTAGE(1) (000'S) PERCENTAGE(1) (000'S) PERCENTAGE(1) (000'S) PERCENTAGE(1)
------- ------------- ------- ------------- ------- ------------- ------- -------------
30-59 Days.... $ 836,449 2.2% $ 791,325 2.6% $ 759,521 2.6% $ 743,464 2.6%
60-89 Days.... $ 542,413 1.4% $ 471,838 1.5% $ 456,059 1.5% $ 432,410 1.5%
90-179 Days... $ 930,743 2.4% $ 815,619 2.6% $ 853,961 2.9% $ 803,204 2.8%
---------- ---- ---------- ---- ---------- ---- ---------- ----
Total......... $2,309,605 6.0% $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.
SUMMARY CHARGE-OFF INFORMATION. The accounts in the Discover Card portfolio
have had the following historical charge-offs:
<TABLE>
<CAPTION>
THREE MONTHS TWELVE MONTHS TWELVE MONTHS ELEVEN MONTHS
ENDED ENDED ENDED ENDED
FEBRUARY 29, 2000 NOVEMBER 30, 1999 NOVEMBER 30, 1998 NOVEMBER 30, 1997
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
(DOLLARS IN
THOUSANDS)
Average Receivables Outstanding(1)... $38,796,192 $31,554,086 $29,749,158 $28,403,076
Gross Charge-Offs.................... $ 520,433 $ 1,955,514 $ 2,215,002 $ 1,891,601
Gross Charge-Offs as an Annualized
Percentage of Average
Receivables Outstanding(2)......... 5.37% 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.
9
<PAGE> 10
SUMMARY PAYMENT RATE INFORMATION (1). The accounts in the Discover Card
portfolio have had the following historical monthly payment rates:
<TABLE>
<CAPTION>
THREE MONTHS ENDED TWELVE MONTHS ENDED TWELVE MONTHS ENDED ELEVEN MONTHS ENDED
FEBRUARY 29, 2000 NOVEMBER 30, 1999 NOVEMBER 30, 1998 NOVEMBER 30, 1997
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Average Monthly Payment Rate(2) 16.61% 16.73% 15.42% 14.51%
Highest Monthly Payment Rate....... 17.02% 17.83% 17.01% 16.31%
Lowest Monthly Payment Rate...... 15.90% 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.
10
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