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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Nos. 000-20787-00; 000-20787-01
American Express Credit Account Master Trust
(Issuer of Certificates)
American Express Centurion Bank
Co-Originator of the Trust and a Transferor
(Exact name of registrant as specified in its charter)
Utah 11-2869526
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
6985 Union Park Center, Midvale, Utah 84047
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (801)565-5000
American Express Receivables Financing Corporation II
Co-Originator of the Trust and a Transferor
(Exact name of registrant as specified in its charter)
Delaware 13-3854638
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
200 Vesey Street
World Financial Center
New York, New York 10285
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (212)640-4473
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: Class
A Series 1996-1 6.80% Asset Backed Certificates and Class B
Series 1996-1 6.95% Asset Backed Certificates
Indicate by check mark whether the 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
(or for such shorter period that the registrant was required to
file such reports) 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 the 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. Not applicable.
State the aggregate market value of the voting stock held by
non-affiliates of the registrant. Not applicable.
Documents Incorporated By Reference: NONE
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PART I
Item 1. Business.
The American Express Credit Account Master Trust (the
"Trust") was formed pursuant to a Pooling and Servicing Agreement
(the "Agreement"), dated as of May 16, 1996, among American
Express Centurion Bank and American Express Receivables Financing
Corporation II ("RFC II"), each as an Originator, American
Express Travel Related Services Company, Inc. ("TRS"), as
servicer (the "Servicer"), and The Bank of New York, as trustee
(the "Trustee"). RFC II, a Delaware corporation, is a wholly
owned subsidiary of TRS. It was incorporated on August 7, 1995.
Its principal executive office is located at 200 Vesey Street,
World Financial Center, New York, New York. TRS is a wholly
owned subsidiary of American Express Company. It was
incorporated in the State of New York on May 3, 1982 and its
principal executive offices are located at 200 Vesey Street,
World Financial Center, New York, New York. American Express
Centurion Bank was incorporated under Delaware banking laws as a
limited service bank in 1985. As of July 1, 1996, its business
was combined by merger with another subsidiary of TRS that is a
Utah-chartered, FDIC-insured industrial loan company. The
surviving institution was renamed as American Express Centurion
Bank ("Centurion"). Its principal executive office is located at
6985 Union Park Center, Midvale, Utah.
The Trust was formed for the purpose of acquiring and
holding the Trust Assets (defined below) and from time to time
issuing asset-backed certificates (the "Certificates") under the
Agreement and one or more supplements thereto (each, a
"Supplement"), including issuing and selling certain Certificates
to investors in underwritten public offerings ("Investor
Certificates"). Each Certificate represents an undivided
interest in the Trust and the right to receive payments of
interest at a specified rate and payments of principal at certain
times during the term of the Trust. Each series of Investor
Certificates (each, a "Series") will have its own Supplement to
govern the individual terms and allocations applicable to such
Series.
The property of the Trust (the "Trust Assets") includes a
portfolio of receivables (the "Receivables") generated from time
to time in a portfolio of Optima-R Card, Optima Line of Credit and
Sign & Travel-R revolving credit accounts and other charge or
credit accounts (collectively, the "Accounts") owned by Centurion
or other eligible account owners (each, including Centurion, an
"Account Owner"), all monies due or to become due in payment of
the Receivables, all proceeds of such Receivables and any Series
Enhancement provided for any particular Series or class of
Certificates. "Series Enhancement" may include, with respect to
any Series or class of Certificates, the subordination of one or
more classes or Series of Certificates to one or more other
classes or Series of Certificates, a letter of credit, a cash
collateral guaranty, a cash collateral account, a surety bond, a
collateral interest, a spread account, a guaranteed rate
agreement, a maturity liquidity facility, a tax protection
agreement or an insurance policy.
The Receivables that, to date, have been conveyed to the
Trust arise from Accounts selected from Centurion's portfolio and
consist of amounts charged or otherwise borrowed by Account
holders for goods and services and cash advances ("Principal
Receivables"), plus the related periodic finance charges, amounts
charged to Accounts in respect of late charges and certain other
items (the "Finance Charge Receivables").
No Originator or Account Owner will act as a guarantor with
respect to any payments on the Certificates, and neither the
Trustee nor the holders of the Certificates will have general
recourse against any Originator or Account Owner or the assets of
any Originator or Account Owner. Instead, the Trustee's and the
Certificateholders' only recourse in any action seeking to
collect amounts owing under the Certificates will be against, and
limited to, the Trust Assets.
Each Series of Investor Certificates will belong to a
certain group of Series (each a "Group"). The Series included in
a particular Group will share a common distribution date and
other terms, and certain cash collections may be allocated among
the Series within a Group (any Group for which collections will
be so allocated is hereinafter referred to as a "Reallocation
Group"). The Agreement and Supplements govern the allocation of
collections in respect of Principal Receivables and Finance
Charge Receivables between the interests of the transferors and
the Investor Certificateholders and, for the Investor
Certificateholders, to each Group, based generally on the sum of
the principal amounts of Investor Certificates for all Series in
all Groups. Each Supplement will prescribe the manner in which
collections will be allocated among Series.
Each Group may have a certain number of Series which will
share, to a limited extent, the collections in respect of
Principal Receivables and Finance Charge Receivables allocated to
such Group. In addition, certain excess collections of Principal
Receivables ("Shared Principal Collections") or Finance Charge
Receivables ("Excess Finance Charge Collections") allocated to a
Series in one Group that are not required to make distributions
with respect to the Certificates of the Series in such Group may
be shared with the Series in another Group (each such Series is
hereinafter referred to, respectively, as a "Principal Sharing
Series" and an "Excess Allocation Series"). For each Series, the
Supplement relating to such Series will govern the terms and
timing of payment of interest and principal and the allocations
of collections of Principal Receivables and Finance Charge
Receivables among the various Series within such Series' Group
and among Series in a different Group.
The Trust will not engage in any business activity other
than acquiring and holding the Trust Assets, issuing
Certificates, making payments thereon and related activities.
Pursuant to the Agreement, the Trustee will hold the Trust Assets
in trust for the benefit of the holders of the Certificates, and
TRS or any successor Servicer, as the Servicer, will be
responsible for the administration and servicing of the
Receivables. The Trust has issued two classes of Investor
Certificates: Class A Series 1996-1 6.80% Asset Backed
Certificates and Class B Series 1996-1 6.95% Asset Backed
Certificates, which have been registered under Section 12(g) of
the Securities Exchange Act of 1934.
Information concerning the performance of the Trust Assets
for each monthly due period of the Trust is contained in monthly
Servicer's reports provided to the Trustee and filed monthly on
Forms 8-K, and information concerning distributions made on the
Investor Certificates is contained in payment date statements
prepared by the Servicer and also filed on Forms 8-K. The
Servicer has prepared a report that sets forth, with respect to
certain of the items reported on monthly in the monthly
Servicer's reports, the aggregate amount of such items for the
full year 1996 or, as applicable, the amount of such items as at
December 31, 1996. This annual report is filed herewith as
Exhibit 99.3.
Item 2. Properties.
See Exhibit 99.3.
Item 3. Legal Proceedings.
The Registrant knows of no material pending legal
proceedings with respect to the Trust, involving the Trust, the
Trustee, the Trust Assets or the Originators, exclusive of
ordinary routine litigation incidental to the Trustee's,
Originator's or Servicer's duties under the Agreement.
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.
(a) To the best knowledge of the Registrant, there is no
established public trading market for the Investor
Certificates.
(b) The Investor Certificates, representing investors'
interests in the Trust, were delivered in book-entry
form through the facilities of the Depository Trust
Company ("DTC") and the nominee for DTC, Cede & Co., is
the sole registered holder of Investor Certficiates.
(c) Not applicable.
Item 6. Selected Financial Data.
Not applicable.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
See Exhibit 99.3.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not applicable.
Item 11. Executive Compensation.
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
(a) The Investor Certificates were delivered in
book-entry form through the facilities of The Depository Trust
Company. As a consequence, the nominee for DTC, Cede & Co., is
the sole registered holder of Investor Certificates. An investor
holding an interest in the Trust is not entitled to receive a
certificate representing such interest except in limited
circumstances. Cede & Co. holds the Investor Certificates on
behalf of brokers, dealers, banks and other direct participants
in the DTC system. DTC participants may own Investor
Certificates for their own account or hold them for the accounts
of their customers. As of January 29, 1997, the following direct
DTC participants held positions in Investor Certificates
representing interests in the Trust equal to or exceeding 5% of
the total principal amount of the Investor Certificates of each
class of each Series outstanding on that date:
Name Principal Amount Percent of Class
of Certificates
Class A Series 1996-1
6.80% Asset Backed
Certificates:
Bank of New York $ 50,425,000 5.83%
Bankers Trust Company $ 82,665,000 9.56%
Boston Safe Deposit & $108,530,000 12.55%
Trust Co.
The Bank of Tokyo- $ 80,000,000 9.25%
Mitsubishi Trust
Company
Chase Manhattan Bank $136,210,000 15.75%
Chase Manhattan $ 67,390,000 7.79%
Bank/Chemical
SSB-Custodian $ 75,650,000 8.75%
Class B Series 1996-1
6.95% Asset Backed
Certificates:
Chase Manhattan Bank $ 58,000,000 96.67%
The address of each of the above DTC participants is:
c/o The Depository Trust Company
55 Water Street
New York, NY 10041
(b) Not applicable.
(c) Not applicable.
Item 13. Certain Relationships and Related Transactions.
The Bank of New York acts as Trustee under the Agreement.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) Financial Statements:
1. Annual Servicing Statement Delivered to the Trustee
(filed as Exhibit 99.1).
2. Annual Accountant's Report of Ernst & Young LLP (filed as
Exhibit 99.2).
3. Annual Report containing Aggregate Information for the
Fiscal Year (filed as Exhibit 99.3).
(b) Reports on Form 8-K:
The Trust has filed the following reports on Form 8-K for
the monthly due periods occurring since April 25, 1996.
1. Form 8-K, dated July 10, 1996, attaching the Monthly
Servicer's Certificate for the due period April 25,
1996 through June 25, 1996.
2. Form 8-K, dated August 7, 1996, attaching the Monthly
Servicer's Certificate for the due period June 26, 1996
through July 25, 1996.
3. Form 8-K, dated September 9, 1996, attaching the
Monthly Servicer's Certificate for the due period July
26, 1996 through August 26, 1996.
4. Form 8-K, dated October 9, 1996, attaching the Monthly
Servicer's Certificate for the due period August 17,
1996 through September 26, 1996.
5. Form 8-K, dated November 6, 1996, attaching the Monthly
Servicer's Certificate for the due period September 27,
1996 through October 26, 1996.
6. Form 8-K, dated December 9, 1996, attaching the Monthly
Servicer's Certificate for the due period October 27,
1996 through November 25, 1996.
7. Form 8-K, dated January 14, 1997, attaching the Monthly
Servicer's Certificate for the due period November 26,
1996 through December 26, 1996.
8. Form 8-K, dated January 31, 1997, attaching the Annual
Statement for the due period April 25, 1996 through
December 26, 1996.
9. Form 8-K, dated February 18, 1997, attaching the
Monthly Servicer's Certificate for the due period
December 27, 1996 through January 25, 1997.
10. Form 8-K, dated March 17, 1997, attaching the Monthly
Servicer's Certificate for the due period January 26,
1997 through February 24, 1997.
(c) Exhibits:
4.1 Pooling and Servicing Agreement dated as of May 16,
1996 (incorporated by reference to Exhibit 4.1 of Form
8-A filed by registrant on May 30, 1996, File No.
000-20787).
4.2 Series 1996-1 Supplement to the Pooling and Servicing
Agreement dated as of May 16, 1996 (incorporated by
reference to Exhibit 4.2 of Form 8-A filed by
registrant on May 30, 1996, File No. 000-20787).
4.3 Supplemental Assumption Agreement dated as of June 27,
1996 between American Express Centurion Bank, as
Assignor, and American Express Deposit Corporation, as
Assignee, with respect to the Pooling and Servicing
Agreement Governing the American Express Credit Account
Master Trust (incorporated by reference to Exhibit 4.3
of Form 8-K filed by registrant on July 16, 1996, File
No. 000-20787).
10.1 Form of RFC II Purchase Agreement (incorporated by
reference to Exhibit 10.1 of Registration Statement on
Form S-3, filed March 6, 1996, File No. 33-95784).
24.1 Power of Attorney for American Express Centurion Bank.
24.2 Power of Attorney for American Express Receivables
Financing Corporation II.
99.1 Annual Servicing Statement Delivered to the Trustee.
99.2 Annual Accountant's Report of Ernst & Young LLP.
99.3 Annual Report Containing Aggregated Information for the
Fiscal Year.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
AMERICAN EXPRESS CREDIT
ACCOUNT MASTER TRUST
AMERICAN EXPRESS CENTURION
BANK, Co-originator of the Trust
and Registrant
By: /s/ Mark Hales
------------------------------
Name: Mark Hales
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed by the following persons in
the capacities indicated.
Signature Title
* Director and Chief Executive Officer
- -----------------------
Frank L. Skillern
* Director
- -----------------------
Gilbert E. Ahye
* Director and Chairman of the Board
- -----------------------
Phillip J. Riese
* Director and President
- -----------------------
David Poulsen
* Director
- -----------------------
Vijay Parekh
* Director
- -----------------------
Ash Gupta
* Director
- -----------------------
John J. P. McDonnell
*By: /s/ Mark Hales
-----------------------
Mark Hales
Attorney-in fact
Pursuant to the requirements of Section 13 or 15(d) 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.
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION II,
Co-originator of the Trust and
Registrant
By: /s/ Leslie R. Scharfstein
----------------------------
Name: Leslie R. Scharfstein
Title: President
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed by the following persons in
the capacities indicated.
Signature Title
* Director
- -------------------------
John D. Koslow
* Director
- -------------------------
Jay B. Stevelman
* Director
- -------------------------
Donald J. Puglisi
* President
- ------------------------- (Principal Executive Officer)
Leslie R. Scharfstein
* Vice President and Treasurer
- ------------------------- (Principal Finance Officer and
Ellen J. Casey Principal Accounting Officer)
*By: /s/ Leslie R. Scharfstein
-------------------------
Leslie R. Scharfstein
Attorney-in-Fact
Dated: March 31, 1997
EXHIBIT INDEX
-------------
The following exhibits are filed as part of this Annual Report
or, where indicated, were heretofore filed and are hereby
incorporated by reference (* indicates exhibits electronically
filed herewith).
Description Page
----------- ----
4.1 Pooling and Servicing Agreement dated as of May 16, 1996
(incorporated by reference to Exhibit 4.1 of Form 8-A filed
by registrant on May 30, 1996, File No. 000-20787).
4.2 Series 1996-1 Supplement to the Pooling and Servicing
Agreement dated as of May 16, 1996 (incorporated by
reference to Exhibit 4.2 of Form 8-A filed by registrant on
May 30, 1996, File No. 000-20787).
4.3 Supplemental Assumption Agreement dated as of June 27, 1996
between American Express Centurion Bank, as Assignor, and
American Express Deposit Corporation, as Assignee, with
respect to the Pooling and Servicing Agreement Governing the
American Express Credit Account Master Trust (incorporated
by reference to Exhibit 4.3 of Form 8-K filed by registrant
on July 16, 1996, File No. 000-20787).
10.1 Form of RFC II Purchase Agreement (incorporated by reference
to Exhibit 10.1 of registration statement on Form S-3, filed
March 6, 1996, File No. 33-95784).
24.1 * Power of Attorney for American Express Centurion Bank.
24.2 * Power of Attorney for American Express Receivables
Financing Corporation II.
99.1 * Annual Servicing Statement Delivered to the Trustee.
99.2 * Annual Accountant's Report of Ernst & Young LLP.
99.3 * Annual Report Containing Aggregated Information for
the Fiscal Year.