Back to GetFilings.com
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, 2003
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 No. 033-47812-01
AMERICAN EXPRESS CENTURION BANK
As Co-Originator of the Trust and a Transferor and on behalf of
AMERICAN EXPRESS MASTER TRUST
(Issuer of Certificates)
(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.)
4315 South 2700 West, Salt Lake City 84184
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (801) 945-5000
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION
As Co-Originator of the Trust and a Transferor and on behalf of
AMERICAN EXPRESS MASTER TRUST
(Issuer of Certificates)
(Exact name of registrant as specified in its charter)
Delaware 13-3632012
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
200 Vesey Street, New York, New York 10285
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 640-2354
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
7.85% Class A Accounts Receivable Trust Certificates, Series 1994-3
Class A Floating Rate Accounts Receivable Trust Certificates, Series 2001-1
Class A Floating Rate Accounts Receivable Trust Certificates, Series 2002-1
Class A Floating Rate Accounts Receivable Trust Certificates, Series 2002-2
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. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). YES NO X
---- ----
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter: None.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
INTRODUCTORY NOTE
American Express Centurion Bank and American Express Receivables Financing
Corporation are the co-originators of the issuer and registrant, the American
Express Master Trust. Pursuant to a no-action request to the Securities and
Exchange Commission (no-action request of American Express Credit Account Master
Trust publicly available December 6, 1996), the registrant is not required to
respond to various items of Form 10-K. Such items are designated herein as "Not
Applicable".
PART I
Item 1. Business
Not Applicable.
Item 2. Properties
The American Express Master Trust (the "Trust") was formed pursuant to
a Master Pooling and Servicing Agreement, dated as of June 30, 1992, which was
amended by the Amended and Restated Master Pooling and Servicing Agreement,
dated as of May 1, 1998, as amended by the First Amendment to the Amended and
Restated Master Pooling and Servicing Agreement, dated as of October 1, 2001
(the "Agreement"), among American Express Receivables Financing Corporation and
American Express Centurion Bank, as transferors (the "Transferors"), American
Express Travel Related Services Company, Inc. as servicer (the "Servicer"), and
The Bank of New York, as trustee (the "Trustee"). American Express Centurion
Bank was added as a transferor in May 1998. American Express Receivables
Financing Corporation ("RFC") was incorporated in the state of Delaware on July
30, 1991 and is a wholly owned subsidiary of American Express Travel Related
Services Company, Inc. ("TRS"). Its principal executive offices are located at
200 Vesey Street, New York, New York, 10285. TRS was incorporated in the state
of New York on May 3, 1982 and is a wholly owned subsidiary of American Express
Company ("American Express"). Its principal executive offices are located at 200
Vesey Street, New York, New York, 10285. 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 American Express Centurion Bank ("Centurion").
Its principal executive offices are located at 4315 South 2700 West, Salt Lake
City, Utah, 84184.
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 and private placements ("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.
- 1 -
The property of the Trust (the "Trust Assets") includes a portfolio of
receivables (the "Receivables") generated from time to time in a portfolio of
American Express(R) Card, American Express(R) Gold Card and Platinum Card(R)
accounts (collectively, the "Accounts") owned by TRS or Centurion, 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 Certificates do not represent obligations of or interests
in RFC, Centurion or TRS.
TRS and Centurion do not act as guarantors with respect to any payments
on the Certificates, and neither the Trustee nor the holders of the Certificates
will have general recourse against any of TRS, RFC or Centurion or their
respective assets. 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.
The Agreement governs the allocation of collections in respect of the
Receivables. Payments received on the Trust's Assets are allocated among the
different Series (and within a Series among the different classes of
Certificates within a Series) and the interest of RFC and Centurion, as
transferors, all as set forth in the Agreement and Supplements.
The Trust does 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 eleven
Series of Certificates, of which four are outstanding:
. 7.85% Class A Accounts Receivable Trust Certificates, Series 1994-3
. Class A Floating Rate Accounts Receivable Trust Certificates, Series
2001-1
. Class A Floating Rate Accounts Receivable Trust Certificates, Series
2002-1
. Class A Floating Rate Accounts Receivable Trust Certificates, Series
2002-2
The 5.90% Class A Accounts Receivable Trust Certificates, Series
1998-1, were paid in full on May 15, 2003, and the Class A Floating Rate
Accounts Receivable Trust Certificates, Series 1996-1, were paid in full on
September 15, 2003.
- 2 -
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 Form 8-K, and information
concerning distributions made on the Investor Certificates is contained in
payment date statements prepared by the Servicer and also filed monthly on Form
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 2003 or, as applicable, the
amount of such items as of December 28, 2003. This annual report is filed
herewith as Exhibit 99.3.
Item 3. Legal Proceedings
The Registrant knows of no material legal proceedings with respect to
the Trust, involving the Trust, the Trust Assets, RFC, Centurion or the
Trustee, exclusive of ordinary routine litigation incidental to the
duties of the Servicer, the co-originators or the Trustee 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) The Registrant has no voting stock or class of common stock
outstanding as of the date of this report. To the Registrant's
knowledge, there is no established public trading market for
the Investor Certificates.
(b) The 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 the
Certificates.
(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.
- 3 -
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
Item 8. Financial Statements and Supplementary Data
Not Applicable.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Item 9A. Controls and Procedures
Not Applicable.
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 DTC. As a consequence, the sole
registered holder of Investor Certificates is Cede & Co., the
nominee of DTC. 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 March 4, 2004,
the following 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 the relevant class of each Series outstanding
on that date. Information on DTC participants' held positions
is provided by DTC.
- 4 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
7.85% CLASS A
ACCOUNTS
RECEIVABLE TRUST
CERTIFICATES,
SERIES 1994-3: State Street Bank
and Trust Company $88,698,000 29.57%
JP Morgan Chase $47,382,000 15.79%
Bank of New York $22,000,000 7.33%
BGI/IBT Co. $15,970,000 5.32%
Wells Fargo $15,943,000 5.31%
Citibank, NA $15,912,000 5.30%
CLASS A FLOATING
RATE ACCOUNTS
RECEIVABLE TRUST
CERTIFICATES,
SERIES 2001-1: Bank of New York $214,680,000 28.62%
JP Morgan Chase $172,275,000 22.97%
Northern Trust
Company $101,170,000 13.49%
State Street Bank
and Trust Company $99,505,000 13.27%
Citibank, NA $50,000,000 6.67%
CLASS A FLOATING
RATE ACCOUNTS
RECEIVABLE TRUST
CERTIFICATES,
SERIES 2002-1: JP Morgan Chase $192,905,000 25.72%
Bank of New York $142,305,000 18.97%
Northern Trust
Company $81,670,000 10.89%
Investors Bank $58,575,000 7.81%
Mellon Trust
Company $57,670,000 7.69%
Brown Brothers
Harriman $45,400,000 6.05%
- 5 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A FLOATING
RATE ACCOUNTS
RECEIVABLE TRUST
CERTIFICATES,
SERIES 2002-2: State Street Bank
and Trust Company $223,459,000 22.34%
JP Morgan Chase $179,765,000 17.98%
Northern Trust
Company $160,655,000 16.06%
Mellon Trust
Company $158,507,000 15.85%
Bank of New York $119,025,000 11.90%
Citibank, NA $59,334,000 5.93%
The address of each of the above participants is:
(a) c/o The Depository Trust Company
55 Water Street
New York, New York 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.
Item 14. Principal Accounting Fees and Services
Not Applicable.
- 6 -
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K:
(a) The following documents are filed as part of this Annual
Report on Form 10-K:
1. Power of Attorney for American Express Centurion Bank
(filed as Exhibit 24.1).
2. Power of Attorney for American Express Receivables
Financing Corporation (filed as Exhibit 24.2).
3. Annual Servicing Statement Delivered to the Trustee
(filed as Exhibit 99.1).
4. Annual Accountant's Report of Ernst & Young LLP
(filed as Exhibit 99.2).
5. Annual Report containing Aggregate Information for
the Fiscal Year (filed as Exhibit 99.3).
6. Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed as Exhibits 99.4.1
and 99.4.2).
(b) Reports on Form 8-K:
The Trust has filed the following reports on Form 8-K since
April 1, 2003:
1. Form 8-K, dated April 15, 2003, attaching the Monthly
Servicer's Certificate for the due period February
27, 2003 through March 28, 2003.
2. Form 8-K, dated May 15, 2003, attaching the Monthly
Servicer's Certificate for the due period March 29,
2003 through April 27, 2003.
3. Form 8-K, dated June 16, 2003, attaching the Monthly
Servicer's Certificate for the due period April 28,
2003 through May 28, 2003.
4. Form 8-K, dated July 15, 2003, attaching the Monthly
Servicer's Certificate for the due period May 29,
2003 through June 27, 2003.
5. Form 8-K, dated August 15, 2003, attaching the
Monthly Servicer's Certificate for the due period
June 28, 2003 through July 28, 2003.
- 7 -
6. Form 8-K, dated September 15, 2003, attaching the
Monthly Servicer's Certificate for the due period
July 29, 2003 through August 27, 2003.
7. Form 8-K, dated October 15, 2003, attaching the
Monthly Servicer's Certificate for the due period
August 28, 2003 through September 27, 2003.
8. Form 8-K, dated November 17, 2003, attaching the
Monthly Servicer's Certificate for the due period
September 28, 2003 through October 27, 2003.
9. Form 8-K, dated December 15, 2003, attaching the
Monthly Servicer's Certificate for the due period
October 28, 2003 through November 26, 2003.
10. Form 8-K, dated January 15, 2004, attaching the
Monthly Servicer's Certificate for the due period
November 27, 2003 through December 28, 2003.
11. Form 8-K, dated February 17, 2004, attaching the
Monthly Servicer's Certificate for the due period
December 29, 2003 through January 28, 2004.
12. Form 8-K, dated March 15, 2004, attaching the Monthly
Servicer's Certificate for the due period January 29,
2004 through February 27, 2004.
(c) Exhibits:
4.1 Amended and Restated Master Pooling and Servicing
Agreement, dated as of May 1, 1998, among American
Express Receivables Financing Corporation and
American Express Centurion Bank, as Transferors,
American Express Travel Related Services Company,
Inc., as Servicer, and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 4.1 of
Form 8-A12G of the registrant, dated as of May 27,
1998, File Nos. 000-21424-00 and 000-21424-01).
4.2 First Amendment to Amended and Restated Master
Pooling and Servicing Agreement, dated as of October
1, 2001 (incorporated by reference to Exhibit 4.2 of
Form 8-A12G of the registrant, dated as of January
18, 2002, File No. 000-33337).
4.3 Series 1994-3 Supplement, dated as of September 1,
1994, to Master Pooling and Servicing Agreement
(incorporated by reference to Exhibit 7 of Form 8-K
of the registrant, dated as of September 12, 1994,
File No. 33-47812).
- 8 -
4.4 Series 2001-1 Supplement, dated as of November 7,
2001, supplementing the Amended and Restated Pooling
and Servicing Agreement, dated as of May 1, 1998, as
amended by the First Amendment, dated as of October
1, 2001 (incorporated by reference to Exhibit 5.1 of
Form 8-K of the registrant, dated as of November 7,
2001, File No. 33-47812).
4.5 Series 2002-1 Supplement, dated as of January 18,
2002, supplementing the Amended and Restated Pooling
and Servicing Agreement, dated as of May 1, 1998, as
amended by the First Amendment, dated as of October
1, 2001 (incorporated by reference to Exhibit 5.1 of
Form 8-K of the registrant, dated as of January 18,
2002, File No. 33-47812).
4.6 Series 2002-2 Supplement, dated as of June 18, 2002,
supplementing the Amended and Restated Pooling and
Servicing Agreement, dated as of May 1, 1998, as
amended by the First Amendment, dated as of October
1, 2001 (incorporated by reference to Exhibit 5.1 of
Form 8-K of the registrant, dated as of June 18,
2001, File No. 33-47812).
10.1 Receivable Purchase Agreement, dated as of June 30,
1992, between American Express Receivables Financing
Corporation, as purchaser, and American Express
Travel Related Services Company, Inc., as seller
(incorporated by reference to Exhibit 4(b) to the
Registration Statement filed on behalf of American
Express Master Trust, Series 1992-1, File No.
33-47812).
10.2 Amendment No. 1 to Receivable Purchase Agreement,
dated as of September 12, 1994, between American
Express Receivables Financing Corporation, as
purchaser, and American Express Travel Related
Services Company, Inc., as seller (incorporated by
reference to Exhibit 4 of Form 8-K of the registrant,
dated as of September 12, 1994, File No. 33-47812).
10.3 Amendment No. 2 to Receivable Purchase Agreement,
dated as of August 7, 1997, between American Express
Receivables Financing Corporation, as purchaser, and
American Express Travel Related Services Company,
Inc., as seller (incorporated by reference to Exhibit
20.3 of Form 8-K of the registrant dated August 14,
1997, File No. 33-47812).
24.1 Power of Attorney for Centurion.
24.2 Power of Attorney for RFC.
99.1 Annual Servicing Statement Delivered to the Trustee.
- 9 -
99.2 Annual Accountant's Report of Ernst & Young LLP.
99.3 Annual Report Containing Aggregate Information for
the Fiscal Year.
99.4.1 Certification of Traci L. Memmott pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
99.4.2 Certification of Leslie R. Scharfstein pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
- 10 -
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 MASTER TRUST
Registrant
By: AMERICAN EXPRESS CENTURION BANK,
Co-Originator of the Trust
By: /s/ Traci L. Memmott
--------------------------------
Traci L. Memmott
Chief Financial Officer
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
and in the capacities and on the date indicated.
*
- ----------------------------------
Ashwini Gupta Director and Chairman
*
- ----------------------------------
Frank L. Skillern Director and Chairman Emeritus
/s/ L. Craig Downs
- ----------------------------------
L. Craig Downs Director, President and
Chief Operating Officer
*
- ----------------------------------
Roger O. Goldman Director
*
- ----------------------------------
Jon C. Patton Director
*
- ----------------------------------
Jay B. Stevelman Director
*
- ----------------------------------
Roslyn M. Watson Director
* By: /s/ Tim Heine
----------------------------
Tim Heine
Attorney-in-Fact
March 24, 2004
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 MASTER TRUST
Registrant
By: AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION,
Co-Originator of the Trust
By: /s/ Leslie R.Scharfstein
----------------------------
Leslie R. Scharfstein
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
and in the capacities and on the date indicated.
*
- ----------------------------------
Leslie R. Scharfstein President
(Principal Executive Officer)
*
- ----------------------------------
John D. Koslow Vice President and Treasurer
(Principal Finance Officer and
Principal Accounting Officer)
*
- ----------------------------------
Stephen P. Norman Director
*
- ----------------------------------
Walker C. Tompkins, Jr. Director
*
- ----------------------------------
David L. Yowan Director
* By: /s/ Leslie R. Scharfstein
---------------------------
Leslie R. Scharfstein
Attorney-in-Fact
March 24, 2004
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).
4.1 Amended and Restated Master Pooling and Servicing Agreement, dated as
of May 1, 1998, among American Express Receivables Financing
Corporation and American Express Centurion Bank, as Transferors,
American Express Travel Related Services Company, Inc., as Servicer,
and The Bank of New York, as Trustee (incorporated by reference to
Exhibit 4.1 of Form 8-A12G of the registrants, dated as of May 27,
1998, File Nos. 000-21424-00 and 000-21424-01).
4.2 First Amendment to Amended and Restated Master Pooling and Servicing
Agreement, dated as of October 1, 2001 (incorporated by reference to
Exhibit 4.2 of Form 8-A12G of the registrants, dated as of January 18,
2002, File No. 000-33337).
4.3 Series 1994-3 Supplement, dated as of September 1, 1994, to Master
Pooling and Servicing Agreement (incorporated by reference to Exhibit 7
of Form 8-K of the registrant, dated as of September 12, 1994, File No.
33-47812).
4.4 Series 2001-1 Supplement, dated as of November 7, 2001, supplementing
the Amended and Restated Pooling and Servicing Agreement, dated as of
May 1, 1998, as amended by the First Amendment, dated as of October 1,
2001 (incorporated by reference to Exhibit 5.1 of Form 8-K of the
registrant, dated as of November 7, 2001, File No. 33-47812).
4.5 Series 2002-1 Supplement, dated as of January 18, 2002, supplementing
the Amended and Restated Pooling and Servicing Agreement, dated as of
May 1, 1998, as amended by the First Amendment, dated as of October 1,
2001 (incorporated by reference to Exhibit 5.1 of Form 8-K of the
registrant, dated as of January 18, 2002, File No. 33-47812).
4.6 Series 2002-2 Supplement, dated as of June 18, 2002, supplementing the
Amended and Restated Pooling and Servicing Agreement, dated as of May
1, 1998, as amended by the First Amendment, dated as of October 1, 2001
(incorporated by reference to Exhibit 5.1 of Form 8-K of the
registrant, dated as of June 18, 2001, File No. 33-47812).
10.1 Receivable Purchase Agreement, dated as of June 30, 1992, between
American Express Receivables Financing Corporation, as purchaser, and
American Express Travel Related Services Company, Inc., as seller
(incorporated by reference to Exhibit 4(b) to the Registration
Statement filed on behalf of American Express Master Trust, Series
1992-1, File No. 33-47812).
10.2 Amendment No. 1 to Receivable Purchase Agreement, dated as of September
12, 1994, between American Express Receivables Financing Corporation,
as purchaser, and American Express Travel Related Services Company,
Inc., as seller (incorporated by reference to Exhibit 4 of Form 8-K of
the registrant, dated as of September 12, 1994, File No. 33-47812).
10.3 Amendment No. 2 to Receivable Purchase Agreement, dated as of August 7,
1997, between American Express Receivables Financing Corporation, as
purchaser, and American Express Travel Related Services Company, Inc.,
as seller (incorporated by reference to Exhibit 20.3 of Form 8-K of the
registrant dated August 14, 1997, File No. 33-47812).
24.1* Power of Attorney for Centurion.
24.2* Power of Attorney for RFC.
99.1* Annual Servicing Statement Delivered to the Trustee.
99.2* Annual Accountant's Report of Ernst & Young LLP.
99.3* Annual Report Containing Aggregate Information for the Fiscal Year.
99.4.1* Certification of Traci L. Memmott to Section 302 of the Sarbanes-Oxley
Act of 2002.
99.4.2* Certification of Leslie R. Scharfstein to Section 302 of the Sarbanes-
Oxley Act of 2002.