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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission File Number 0-21186
DISCOVER CARD TRUST 1992 B
(Exact name of registrant as specified in its charter)
DELAWARE NOT APPLICABLE
(State of Organization) (I.R.S. Employer Identification No.)
c/o Discover Receivables Financing
Group, Inc.
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
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
------------------- ---------------------
None Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
6.80% Class A Credit Card Pass-Through Certificates
7.50% Class B Credit Card Pass-Through Certificates
(Title of Class)
Registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and
(2) has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Index to Exhibits Appears on Page 6
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PART I
ITEM 1. BUSINESS
The Discover Card Trust 1992 B (the "Trust") was formed pursuant to a
Pooling and Servicing Agreement dated as of December 1, 1992 (the "Pooling and
Servicing Agreement") among Greenwood Trust Company ("Greenwood") as Servicer,
Discover Receivables Financing Group, Inc. ("DRFG") as Seller, and Wilmington
Trust Company as Trustee (the "Trustee"). The Trust's only business is to act
as a passive conduit to permit investment in a pool of retail consumer
receivables.
ITEM 2. PROPERTIES
The property of the Trust includes a portfolio of receivables (the
"Receivables") arising under selected Discover Card accounts (the "Accounts")
originated by Greenwood, all monies due or to become due in payment of the
Receivables, all proceeds of the Receivables, all monies on deposit in certain
accounts and a certain limited credit enhancement for the exclusive direct
benefit of holders of 7.50% Class B Credit Card Pass-Through Certificates of
the Trust (the "Class B Certificates"). At or prior to the time of the Trust's
formation, Sears, Roebuck and Co. ("Sears") sold or contributed to DRFG,
Receivables existing under the Accounts as of December 1, 1992 and theretofore
acquired by Sears from Greenwood; SCFC Receivables Corp. ("SRC") sold or
contributed to DRFG Receivables existing under the Accounts as of December 1,
1992 and theretofore acquired by SRC from Greenwood; and Greenwood sold to
DRFG, all other Receivables existing under the Accounts as of December 1, 1992
and all Receivables existing under the Accounts from time to time thereafter.
DRFG, in turn, transferred to the Trust all Receivables existing under the
Accounts as of December 1, 1992 and all Receivables arising under the Accounts
from time to time thereafter until the termination of the Trust. Information
related to the performance of the Receivables during 1997 is set forth in the
ANNUAL AGGREGATE REPORT filed as Exhibit 99(A) to this Annual Report on Form
10-K.
ITEM 3. LEGAL PROCEEDINGS
Greenwood is involved from time to time in various legal proceedings that
arise in the ordinary course of its business. Greenwood does not believe that
the resolution of any of these proceedings will have a material adverse effect
on Greenwood's financial condition or on the Receivables. There can be no
assurance, however, regarding any of these effects.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The 6.80% Class A Credit Card Pass-Through Certificates (the "Class A
Certificates") and the Class B Certificates are held and delivered in
book-entry form through the facilities of The Depository Trust Company ("DTC"),
a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended. The definitive Class A
Certificates and Class B Certificates are held by Cede & Co., the nominee of
DTC.
ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
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PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 17, 1998, 100% of the Class A Certificates and the Class B
Certificates was held in the nominee name Cede & Co. for beneficial owners.
As of March 17, 1998, Greenwood and DRFG, as tenants-in-common, held 100%
of the Seller Certificate, which represented beneficial ownership of a residual
interest in the assets of the Trust as provided in the Pooling and Servicing
Agreement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Exhibits:
99. (A) 1997 ANNUAL AGGREGATE REPORT prepared by the Servicer.
(B) ANNUAL INDEPENDENT AUDITOR'S REPORT pursuant to
Section 3.06 of the Pooling and Servicing Agreement.
(b) Reports on Form 8-K:
Current reports on Form 8-K are filed on or about the
Distribution Date each month (typically the 15th of the month). The
reports include as an exhibit, the MONTHLY INVESTOR
CERTIFICATEHOLDERS' STATEMENT.
Current Reports on Form 8-K were filed on January 15, 1997,
February 18, 1997, March 17, 1997, April 15, 1997, May 15, 1997, June
16, 1997, July 15, 1997, August 15, 1997, September 15, 1997, October
15, 1997, November 17, 1997, December 15, 1997, January 15, 1998,
February 17, 1998 and March 12, 1998.
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SIGNATURES
Pursuant to the requirements of Section 13 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 Trust 1992 B
(Registrant)
By: Discover Receivables Financing Group, Inc.
(Originator of the Trust)
Dated: March 30, 1997 By: /s/ Richard W. York
Title: Vice President
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EXHIBIT INDEX
EXHIBIT NO.
99. (A) 1997 ANNUAL AGGREGATE REPORT prepared by the Servicer.
(B) ANNUAL INDEPENDENT AUDITOR'S REPORT pursuant to Section
3.06 of the Pooling and Servicing Agreement.
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Exhibit 99 (A)
DISCOVER CARD TRUST 1992 B
Credit Card Pass-Through Certificates
Distribution and Performance
Annual Aggregate Report - 1997
Under the Pooling and Servicing Agreement dated as of December 1,
1992 (the "Agreement") by and among Greenwood Trust Company (the
"Servicer"), Discover Receivables Financing Group, Inc. and Wilmington
Trust Company, as Trustee, the Servicer is required to prepare certain
information each month regarding current distributions to Investor
Certificateholders and the performance of the Trust during the previous
month. For purposes of filing Form 10-K, certain information is
required to be prepared with respect to the Distribution Dates occurring
during the calendar year 1997. The information which is required to be
prepared with respect to such Distribution Dates related to the year
mentioned above is set forth below. Certain of the information is
presented on the basis of an original principal amount of $1,000 per
Investor Certificate. Certain other information is presented based upon
the aggregate amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for 1997
1. Class A Certificates
(a) The aggregate amount of the distribution to Class
A Certificateholders on the related Distribution
Dates. $308,504,166.73
(b) The amount of the distribution set forth in
paragraph (a) above in respect of interest. $33,504,166.69
(c) The amount of the distribution set forth in
paragraph (a) above in respect of principal. $275,000,000.04
(d) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest. $560.916666783
(e) The amount of the distribution set forth in
paragraph (b) above, per $1,000 interest. $60.916666711
(f) The amount of the distribution set forth in
Paragraph (c) above, per $1,000 interest. $500.000000070
2. Class B Certificates
(a) The aggregate amount of the distribution to Class
B Certificateholders on the related Distribution
Dates. $4,125,000.00
(b) The amount of the distribution set forth in
paragraph (a) above in respect of interest. $4,125,000.00
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(c) The amount of the distribution set forth in
paragraph (a) above in respect of principal. $0.00
(d) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest. $75.000000000
(e) The amount of the distribution set forth in
paragraph (b) above, per $1,000 interest. $75.000000000
(f) The amount of the distribution set forth in
Paragraph (c) above, per $1,000 interest. $0.000000000
B. Information Regarding the Performance of the Trust
1. Collections of Receivables
(a) The aggregate amount of Finance Charge Collections
processed during the related Due Periods. $145,147,666.25
(b) The aggregate amount of Principal Collections
processed during the related Due Period. $1,498,187,122.73
(c) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Investor Certificates. $99,775,595.97
(d) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Investor Certificates. $1,136,947,103.87
(e) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $89,773,295.93
(f) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates $1,033,561,221.34
(g) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $10,002,300.04
(h) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $103,385,882.53
(i) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $45,372,070.28
(j) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $361,240,018.86
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2. Investor Losses; Reimbursement of Charge-Offs
(a) The aggregate amount of Class A Investor Losses,
as defined in Section 4.04 (b) of the Agreement,
during the related Due Periods. $0.00
(b) The aggregate amount of Class B Investor Losses,
as defined in Section 4.04 (b) of the Agreement,
during the related Due Periods. $0.00
(c) The amount of Class A Investor Losses set forth in
paragraph (a) above, per $1,000 interest. $0.000000000
(d) The amount of Class B Investor Losses set forth in
paragraph (b) above, per $1,000 interest. $0.000000000
(e) The total amount reimbursed to the Trust in the
current year pursuant to Section 4.04 (c) of the
Agreement, if any, in respect of Class A Investor
Losses. $0.00
(f) The total amount reimbursed to the Trust in the
current year pursuant to Section 4.04 (c) of the
Agreement, if any, in respect of Class B Investor
Losses. $0.00
(g) The amount set forth in paragraph (e) above, per
$1,000 interest. $0.000000000
(h) The amount set forth in paragraph (f) above, per
$1,000 interest. $0.000000000
(i) The aggregate amount of unreimbursed Class A
Investor Losses in the Trust as of the end of the
calendar year 1997. $0.00
(j) The aggregate amount of unreimbursed Class B
Investor Losses in the Trust as of the end of the
calendar year 1997. $0.00
(k) The amount set forth in paragraph (i) above, per
$1,000 interest. $0.000000000
(l) The amount set forth in paragraph (j) above, per
$1,000 interest. $0.000000000
3. Investor Servicing Fee
(a) The amount of the Class A Monthly Servicing Fee
payable by the Trust to the Servicer for the year
ended December 31, 1997. $9,854,417.14
(b) The amount of the Class B Monthly Servicing Fee
payable by the Trust to the Servicer for the year
ended December 31, 1997. $1,100,135.21
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4. Available Class B Credit Enhancement Amount
(a) The amount available to be drawn under the Class B
Credit Enhancement pursuant to Section 4.03 (c)
(i), (G) and (H) of the Agreement as of the end of
the day on December 31, 1997. $30,250,000.00
(b) The amount set forth in paragraph (a) above as a
percentage of the Class B Interest. 55.00%
5. The Pool Factor
The Pool Factor represents the ratio of the amount of the
Investor Interest as of the end ofthe day on December 31, 1997
to the amount of the Investor Interest as of the Closing
Date. The amount of a Certificateholder's pro-rata share of the
Investor Interest can be determined by multiplying the
original denomination of the Certificateholder's Certificate
by the Pool Factor.
(a) Class A Certificates. 0.500000000
(b) Class B Certificates. 1.000000000
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EXHIBIT 99(B)
February 18, 1998
The Board of Directors
Greenwood Trust Company and
Wilmington Trust Company:
We have examined management's assertion, included in its representation letter,
dated February 18, 1998, that Greenwood Trust Company ("GTC") maintained
effective internal control over financial reporting as of December 31, 1997,
insofar as such system relates to the servicing procedures provided by GTC to
prevent or detect misstatements due to error or fraud in amounts that would be
material in relation to the assets of the Discover Card Trust 1992B (the
"Trust") under the Pooling and Servicing Agreement Sections 3.02, 4.03, 4.04,
4.05, 4.07, and 8.07, dated December 1, 1992 (the "Agreement").
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of internal control over financial reporting,
testing, and evaluating the design and operating effectiveness of internal
control, and such other procedures as we considered necessary in the
circumstances. We believe that our examination provides a reasonable basis for
our opinion.
Because of inherent limitations in any internal control, misstatements due to
error or fraud may occur and not be detected. Also, projections of any
evaluation of internal control over financial reporting to future periods are
subject to the risk that internal control may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
In our opinion, management's assertion that GTC maintained effective internal
control as of December 31, 1997, insofar as such system relates to the
servicing procedures provided by GTC, to prevent or detect misstatements due to
error or fraud in amounts that would be material in relation to the assets of
the Trust under the Agreement, taken as a whole, is fairly stated, in all
material respects, based upon criteria established in "Internal Control -
Integrated Framework" issued by the Committee of Sponsoring Organizations of
the Treadway Commission.
This report is intended for the information and use of the Board of Directors
and management of GTC, Wilmington Trust Company as Trustee, and the Investor
Certificateholders, and should not be used for any other purpose.
/s/ Deloitte & Touche LLP
