<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 1, 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 2000-4. On May 1, 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 2000-4 Floating Rate Class A Credit Card Pass-Through
Certificates and $26,316,000 aggregate principal amount of Series 2000-4
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 1, 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 2000-4.
PAGE 2
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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: May 2, 2000 By: /s/ John J. Coane
--------------------------
John J. Coane
Vice President, Chief Accounting
Officer and Treasurer
PAGE 3
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INDEX TO EXHIBITS
-----------------
Exhibit Description Page
- ------- ----------- ----
Exhibit 99 Series Term Sheet dated May 1, 2000, with respect to 5
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 2000-4.
PAGE 4
<PAGE> 1
SUBJECT TO REVISION
SERIES TERM SHEET DATED MAY 1, 2000
DISCOVER(R) CARD MASTER TRUST I, SERIES 2000-4
$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
BARCLAYS CAPITAL
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 2000-4 Supplement to the Pooling and Servicing Agreement.
TITLE OF SECURITIES........................ Discover Card Master Trust I,
Series 2000-4 Floating Rate Class
A Credit Card Pass-Through
Certificates and Discover Card
Master Trust I, Series 2000-4
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
June 2000.
EXPECTED MATURITY DATES.................... Class A Certificates: May 15, 2007
(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, 2007.
Class B Certificates: June 15,
2007 (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, 2007. 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, 2009 (or, if November
15, 2009 is not a business day,
the second business day following
November 15, 2009). 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
June 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
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. 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 invest
or 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 April
1, 2000 totaled $28,274,686,646.85.
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
4.57% for the Distribution Date in
April 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.
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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 April 1, 2000, the following five states
had the largest receivables balances:
PERCENTAGE OF TOTAL RECEIVABLES
STATE BALANCE IN THE ACCOUNTS
----- -----------------------
California................... 11.1%
Texas........................ 9.4%
New York..................... 6.7%
Florida...................... 6.0%
Illinois..................... 5.1%
CREDIT LIMIT INFORMATION. As of April 1, 2000, the Accounts had the
following credit limits:
RECEIVABLES PERCENTAGE OF
OUTSTANDING TOTAL RECEIVABLES
CREDIT LIMIT (000'S) OUTSTANDING
------------ ------- -----------
Less than or equal to $1,000.00........ $ 328,940 1.2%
$1,000.01 to $2,000.00................. $ 1,726,078 6.1%
$2,000.01 to $3,000.00................. $ 2,074,223 7.3%
Over $3,000.00......................... $24,145,446 85.4%
----------- -------
Total................................ $28,274,687 100.0%
=========== ======
SEASONING. As of April 1, 2000, 96.6% of the Accounts were at least 24
months old. The ages of Accounts as of April 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........................ 3.4% 1.7%
24 to 35 Months........................ 6.9% 6.1%
36 Months and Greater.................. 89.7% 92.2%
------- -------
100.0% 100.0%
====== =======
SUMMARY CURRENT DELINQUENCY INFORMATION. As of April 1, 2000, the
Accounts had the following delinquency statuses:
6
<PAGE> 7
AGGREGATE
BALANCES PERCENTAGE
PAYMENT STATUS (000'S) OF BALANCES
-------------- ----------- -----------
Current................................ $24,896,557 88.1%
1 to 29 Days........................... $ 1,643,688 5.8%
30 to 59 Days.......................... $ 589,652 2.1%
60 to 89 Days.......................... $ 401,945 1.4%
90 to 119 Days......................... $ 307,921 1.1%
120 to 149 Days........................ $ 233,295 0.8%
150 to 179 Days........................ $ 201,629 0.7%
----------- -------
$28,274,687 100.0%
=========== =======
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%
=========== ======
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<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%
=========== ======
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<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
----------------------- ----------------------- ----------------------- -----------------------
DELINQUENT DELINQUENT DELINQUENT DELINQUENT
AMOUNT AMOUNT AMOUNT AMOUNT
(000'S) PERCENTAGE(1) (000'S) PERCENTAGE(1) (000'S) PERCENTAGE(1) (000'S) PERCENTAGE(1)
---------- ------------ ---------- ------------ ---------- ------------ ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
----------------- ----------------- ----------------- -----------------
(DOLLARS IN
THOUSANDS)
<S> <C> <C> <C> <C>
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>
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
