<PAGE> 1
CONFORMED COPY
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 PERIOD FROM DECEMBER 1, 1998 THROUGH NOVEMBER 30, 1999
COMMISSION FILE NUMBER 0-21506
DISCOVER CARD TRUST 1993 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 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:
6.75% CLASS A CREDIT CARD PASS-THROUGH CERTIFICATES
7.10% 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
<PAGE> 2
PART I
ITEM 1. BUSINESS
The Discover Card Trust 1993 B (the "Trust") was formed pursuant to a
Pooling and Servicing Agreement dated as of February 1, 1993 (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 7.10% 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 February 1, 1993 and theretofore
acquired by Sears from Greenwood; SCFC Receivables Corp. ("SRC") sold or
contributed to DRFG Receivables existing under the Accounts as of February 1,
1993 and theretofore acquired by SRC from Greenwood; and Greenwood sold to DRFG,
all other Receivables existing under the Accounts as of February 1, 1993 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
February 1, 1993 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 the period from December 1, 1998 through
November 30, 1999 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 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
2
<PAGE> 3
the provisions of Section 17A of the Securities Exchange Act of 1934, as
amended. The definitive Class B Certificates are held by Cede & Co., the nominee
of DTC. The 6.75% Class A Credit Card Pass-Through Certificates were paid in
full on February 15, 2000 and are no longer outstanding.
ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of February 23, 2000, 100% of the Class B Certificates was held in
the nominee name Cede & Co. for beneficial owners.
As of February 23, 2000, Greenwood and DRFG, as tenants-in-common,
owned 100% of the uncertificated 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) 1999 ANNUAL AGGREGATE REPORT prepared by the Servicer
(relating to the period from December 1, 1998 through
November 30, 1999).
(B) ANNUAL INDEPENDENT ACCOUNTANTS' REPORT pursuant to
Section 3.06 of the Pooling and Servicing Agreement.
(C) MANAGEMENT'S REPORT ON INTERNAL CONTROL RELATED TO
SERVICING PROCEDURES.
(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 December 15, 1998; January 15, 1999; February 16, 1999; March 15,
1999; April 15, 1999; May 17, 1999; June 10, 1999; July 15, 1999; August 16,
1999; September 15, 1999; October 15, 1999; November 15, 1999; December 15,
1999; January 18, 2000 and February 15, 2000.
3
<PAGE> 4
A Current Report on Form 8-K was also filed on December 2, 1998 with
respect to the execution and delivery of the Second Amendment to the Pooling and
Servicing Agreement and a change in the registrant's fiscal year.
4
<PAGE> 5
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 1993 B
(Registrant)
By: Discover Receivables Financing Group, Inc.
(Originator of the Trust)
Dated: February 23, 2000 By: /s/ Richard W. York
--------------------------------------------.
Richard W. York
Vice President
5
<PAGE> 6
EXHIBIT INDEX
Exhibit No.
99. (A) 1999 ANNUAL AGGREGATE REPORT prepared by the Servicer
(relating to the period from December 1, 1998 through
November 30, 1999).
(B) ANNUAL INDEPENDENT ACCOUNTANTS' REPORT pursuant to
Section 3.06 of the Pooling and Servicing Agreement.
(C) MANAGEMENT'S REPORT ON INTERNAL CONTROL RELATED TO
SERVICING PROCEDURES.
6
<PAGE> 1
DISCOVER CARD TRUST 1993 B Exhibit 99(A)
Credit Card Pass-Through Certificates
Distribution and Performance
Annual Aggregate Report - 1999
Under the Pooling and Servicing Agreement dated as of February 1,
1993 (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 fiscal year ended November 30, 1999. 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 the Twelve Months
Ending November 30, 1999
<TABLE>
<CAPTION>
<S> <C>
1. Class A Certificates
(a) The aggregate amount of the distribution to Class
A Certificateholders on the related Distribution
Dates. $15,525,000.00
(b) The amount of the distribution set forth in
paragraph (a) above in respect of interest. $15,525,000.00
(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. $67.500000000
(e) The amount of the distribution set forth in
paragraph (b) above, per $1,000 interest. $67.500000000
(f) The amount of the distribution set forth in
paragraph (c) above, per $1,000 interest. $0.000000000
2. Class B Certificates
(a) The aggregate amount of the distribution to Class
B Certificateholders on the related Distribution
Dates. $1,632,999.96
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
<S> <C>
(b) The amount of the distribution set forth in
paragraph (a) above in respect of interest. $1,632,999.96
(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. $71.000000000
(e) The amount of the distribution set forth in
paragraph (b) above, per 1,000 interest. $71.000000000
(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. $52,471,586.57
(b) The aggregate amount of Principal Collections
processed during the related Due Period. $717,465,199.28
(c) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Investor Certificates. $42,955,378.45
(d) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Investor Certificates. $576,869,673.15
(e) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $39,050,400.45
(f) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $524,433,162.48
(g) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $3,904,978.00
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
<S> <C>
(h) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $52,436,510.67
(i) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $9,516,208.12
(j) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $140,595,526.13
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
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
<S> <C>
(i) The aggregate amount of unreimbursed Class B
Investor Losses in the Trust as of November 30, 1999. $0.00
(j) The aggregate amount of unreimbursed Class B
Investor losses in the Trust as of November 30, 1999. $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 twelve
months ended November 30, 1999. $3,449,922.42
(b) The amount of the Class B Monthly Servicing Fee
payable by the Trust to the Servicer for the twelve
months ended November 30, 1999. $459,993.77
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
Distribution Date prior to November 30, 1999. $12,650,000.00
(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
Distribution Date prior to November 30, 1999
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
Certificate- holder's Certificate by the Pool
Factor.
(a) Class A Certificates 1.000000000
(b) Class B Certificates 1.000000000
</TABLE>
<PAGE> 1
EXHIBIT 99 (B)
INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors
Greenwood Trust Company and
Wilmington Trust Company:
We have examined management's assertion, included in the accompanying
"Management's Report on Internal Control Related to Servicing Procedures," that
Greenwood Trust Company ("GTC") maintained effective internal control over
financial reporting as of November 30, 1999, insofar as such internal control
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 1993B (the "Trust") under the
Pooling and Servicing Agreement Sections 3.02, 4.03, 4.06, 4.07, 4.09, and 8.07,
dated February 1, 1993 (the "Agreement"). Management is responsible for
maintaining effective internal control over financial reporting. Our
responsibility is to express an opinion on management's assertion based on our
examination.
Our examination was conducted in accordance with attestation 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 performing 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 the 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 over financial reporting as of November 30, 1999, insofar as such
internal control 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 on the criteria established in
Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
<PAGE> 2
This report is intended solely for the information and use of the Board of
Directors and management of GTC, Wilmington Trust Company as Trustee, and the
Investor Certificateholders, and is not intended to be and should not be used by
anyone other than these specified parties.
/s/ Deloitte & Touche, LLP
----------------------------
January 21, 2000
<PAGE> 1
EXHIBIT 99 (C)
January 20, 2000
MANAGEMENT'S REPORT ON INTERNAL CONTROL RELATED TO SERVICING PROCEDURES
The management of Greenwood Trust Company (the "Company") is responsible for
establishing and maintaining effective internal control over financial reporting
of the Company in effect at November 30, 1999, insofar as it relates to the
servicing procedures provided by the Company under the relevant sections of the
Pooling and Servicing Agreement for Discover Card Trust 1993 B, dated as
February 1, 1993, between the Company and Wilmington Trust Company, as amended.
The internal control contains monitoring mechanisms, and actions are taken to
correct deficiencies identified.
There are inherent limitations in the effectiveness of any internal control,
including the possibility of human error and the circumvention or overriding of
controls. Accordingly, even effective internal control can provide only
reasonable assurance with respect to financial reporting. Further, because of
changes in conditions, the effectiveness of internal control may vary over time.
Management has assessed the Company's internal control over financial reporting
insofar as it relates to the servicing procedures provided by the Company under
the relevant sections of the Pooling and Servicing Agreement as of November 30,
1999. This assessment was based on criteria for effective internal control over
financial reporting described in "Internal Control-Integrated Framework" issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on management's assessment, the Company maintained effective internal control
over financial reporting insofar as it relates to the servicing procedures
provided by the Company under the relevant sections of the Pooling and Servicing
Agreement as of November 30, 1999.
Signed,
/s/ J. Nathan Hill
- ---------------------------------------------------------------
J. Nathan Hill
President
/s/ John J. Coane
- ---------------------------------------------------------------
John J. Coane
Vice President, Chief Accounting Officer & Treasurer
