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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 fiscal year ended December 31, 1996
Commission file number 0-19734
DISCOVER CARD TRUST 1991 D
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(Exact name of registrant as specified in its charter)
Delaware Not Applicable
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(State of Organization) (I.R.S. Employer Identification No.)
c/o Discover Receivables Financing Group, Inc.
12 Read's Way
New Castle, Delaware 19720
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 323-7184
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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
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None Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
8.000% Class A Credit Card Pass-Through Certificates
8.375% Class B Credit Card Pass-Through Certificates
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(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.
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Yes x No
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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
PART I
Item 1. Business
The Discover Card Trust 1991 D (the "Trust") was formed pursuant to a
Pooling and Servicing Agreement dated as of October 1, 1991 (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 8.375% 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 October 1, 1991 and theretofore
acquired by Sears from Greenwood; SCFC Receivables Corp. ("SRC") sold or
contributed to DRFG Receivables existing under the Accounts as of October 1,
1991 and theretofore acquired by SRC from Greenwood; and Greenwood sold to
DRFG, all other Receivables existing under the Accounts as of October 1, 1991
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 October 1, 1991 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 1996 is set forth in the
ANNUAL AGGREGATE REPORT filed as Exhibit 99(A) to this Annual Report on Form
10-K.
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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.
Certain legal and administrative proceedings challenged, under the
laws of several states, the imposition of late payment fees (or other
incidental charges) by Greenwood on Discover Cardmembers. In each of these
matters, the party proceeding against Greenwood claimed that applicable
state law prohibits or limits the imposition of late payment fees, sought
to enjoin Greenwood from imposing late payment fees on Discover Card accounts
of residents of the state in question and sought refunds of (and, in some
cases, civil penalties with respect to) late payment fees previously imposed on
such accounts. Greenwood asserted a defense in these proceedings that federal
law preempts any state law prohibition against or limitation on charging a late
fee payment or other fee with respect to Discover Card accounts. On June 3,
1996, the United States Supreme Court issued a decision holding that state laws
limiting late charges are preempted with respect to national banks by federal
law, and the Court remanded for reconsideration lower-court decisions that had
held that such state laws were not similarly preempted with respect to other
federally insured banks. In light of these rulings, all of the outstanding
legal and administrative proceedings challenging, on the basis of state law,
Greenwood's imposition of late fees and other incidental charges on Discover
Cardmembers were resolved in 1996 in Greenwood's favor. No such proceedings
are currently pending.
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 8.000% 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, 1997, 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, 1997, 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) 1996 ANNUAL AGGREGATE REPORT prepared by the Servicer.
(B) ANNUAL INDEPENDENT AUDITOR'S REPORTS pursuant to Section
3.06 of the Pooling and Servicing Agreement.
(i) Review of servicing procedures.
(ii) Annual Servicing Letter.
(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, 1996, February
15, 1996, March 15, 1996, April 15, 1996, May 15, 1996, June 17, 1996,
July 15, 1996, August 15, 1996, September 16, 1996, October 15, 1996,
November 15, 1996 and December 16, 1996.
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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 1991 D
(Registrant)
By: Discover Receivables Financing Group, Inc.
(Originator of the Trust)
Dated: March 27, 1997 By: /s/ Birendra Kumar
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Title: Senior Vice President
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EXHIBIT INDEX
Exhibit No.
99. (A) 1996 ANNUAL AGGREGATE REPORT prepared by the Servicer.
(B) ANNUAL INDEPENDENT AUDITOR'S REPORTS pursuant to Section 3.06 of the
Pooling and Servicing Agreement.
(i) Review of servicing procedures.
(ii) Annual Servicing Letter.
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