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
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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.