-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JmkxDds5BHPcSwImlmKvBQTDjV9reKHifZrHrf2JWd9Jyo6GHyUj07Mo/J/yBcqL kDllQBZHj9sAw/T2W+FWUQ== 0000950137-98-001291.txt : 19980331 0000950137-98-001291.hdr.sgml : 19980331 ACCESSION NUMBER: 0000950137-98-001291 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980330 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DISCOVER CARD TRUST 1992-B CENTRAL INDEX KEY: 0000894344 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 516185138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 000-21186 FILM NUMBER: 98578096 BUSINESS ADDRESS: STREET 1: 12 READS WAY STREET 2: C/O DISCOVER RECEIVABLES FINANCING GROUP CITY: NEW CASTLE STATE: DE ZIP: 19720 BUSINESS PHONE: 3023237826 MAIL ADDRESS: STREET 1: DISCOVER RECEIVABLES FINANCING GROUP INC STREET 2: 12 READS WAY CITY: NEW CASTLE STATE: DE ZIP: 19720 10-K405 1 FORM 10-K 1 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 2 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 3 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. 4 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 5 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. EX-99.(A) 2 ANNUAL AGGREGATE REPORT 1 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 2 (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 3 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 4 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 EX-99.(B) 3 AUDITORS REPORT 1 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 -----END PRIVACY-ENHANCED MESSAGE-----