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, 2004
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 a depositor 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 BANK, FSB
As a depositor on behalf of
AMERICAN EXPRESS MASTER TRUST
(Issuer of Certificates)
(Exact name of registrant as specified in its charter)
Utah 41-1982361
(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 a depositor 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:
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, American Express Bank, FSB, and American
Express Receivables Financing Corporation are depositors 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 was formed pursuant to a master
pooling and servicing agreement, 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. American Express Centurion Bank ("Centurion") was added as a
transferor in May 1998. As of the close of business on April 16, 2004, Centurion
sold a portion of its credit and charge account portfolio to its affiliate,
American Express Bank, FSB ("FSB"). In connection with this sale and as
permitted by the pooling and servicing agreement, the pooling and servicing
agreement was amended and restated as of April 16, 2004 to designate FSB as an
account owner and transferor with respect to the trust.
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.
American Express Bank, FSB was chartered by the Office of Thrift
Supervision under the laws of the United States of America as a federal savings
bank in 2000 and is FDIC-insured. Its principal executive offices are located at
4315 South 2700 West, Salt Lake City, Utah, 84184.
- 1 -
The trust was formed for the purpose of acquiring and holding the trust
assets and from time to time issuing asset-backed certificates under the pooling
and servicing agreement and one or more supplements thereto, including issuing
and selling certificates to investors in underwritten public offerings and
private placements. Each certificate issued by the trust 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 has its own supplement to the
pooling and servicing agreement to govern the individual terms and allocations
applicable to such series.
The property of the trust includes a portfolio of receivables generated
from time to time in a portfolio of American Express(R) Card, American
Express(R) Gold Card and Platinum Card(R) accounts owned by TRS, Centurion or
FSB, 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, FSB or TRS.
TRS, Centurion and FSB 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, Centurion or
FSB 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 pooling and servicing 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,
Centurion and FSB, as the holders of the transferor interest, all as set forth
in the pooling and servicing agreement and supplements thereto.
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 pooling and servicing 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, will be responsible for the
administration and servicing of the receivables. The trust has issued eleven
series of certificates, of which one series is currently outstanding:
. Class A Floating Rate Accounts Receivable Trust Certificates,
Series 2002-2
The 7.85% Class A Accounts Receivable Trust Certificates, Series 1994-3
were paid in full on September 15, 2004.
- 2 -
The Class A Floating Rate Accounts Receivable Trust Certificates, Series
2001-1 were paid in full on October 15, 2004.
The Class A Floating Rate Accounts Receivable Trust Certificates, Series
2002-1 were paid in full on January 15, 2005.
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 2004 or, as applicable, the
amount of such items as of December 28, 2004. This annual report is filed
herewith as Exhibit 99.3.
Item 3. Legal Proceedings
The Registrant knows of no legal proceedings material to security
holders, involving the trust, the trust assets, RFC, Centurion, FSB, the
servicer or the trustee.
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 investor certificates.
(c) Not Applicable.
Item 6. Selected Financial Data
Not Applicable.
- 3 -
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Not Applicable.
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.
- 4 -
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 February 28,
2005, 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.
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A FLOATING
RATE ACCOUNTS
RECEIVABLE TRUST
CERTIFICATES,
SERIES 2002-2: State Street Bank $235,190,000 23.51%
& Trust
JP Morgan Chase $168,985,000 16.89%
Mellon Trust $156,533,000 15.65%
BGI/IBT Co. $105,565,000 10.55%
Northern Trust $103,065,000 10.30%
Bank of New York $90,297,000 9.02%
Investors Trust $65,854,000 6.58%
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.
- 5 -
Item 13. Certain Relationships and Related Transactions
The Bank of New York is the trustee under the pooling and servicing
agreement. American Express Company and its subsidiaries have not entered into
any other business relationship with the trustee that is outside of the ordinary
course of business or on terms other than would be obtained in an arm's length
transaction with an unrelated third party.
Item 14. Principal Accounting Fees and Services
Not Applicable.
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. 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).
4. Certifications Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed as Exhibits 99.4.1,
99.4.2 and 99.4.3).
(b) Reports on Form 8-K:
The Trust has filed the following reports on Form 8-K since
April 1, 2004:
1. Form 8-K, dated April 15, 2004, attaching the Monthly
Servicer's Certificate for the due period February
28, 2004 through March 28, 2004.
- 6 -
2. Form 8-K, dated April 16, 2004, attaching the Amended
and Restated Pooling and Servicing Agreement, dated
as of April 16, 2004, among American Express
Receivables Financing Corporation, American Express
Centurion Bank and American Express Bank, FSB, as
transferors, American Express Travel Related Services
Company, Inc., as servicer, and The Bank of New York,
as trustee.
3. Form 8-K, dated May 17, 2004, attaching the Monthly
Servicer's Certificate for the due period March 29,
2004 through April 27, 2004.
4. Form 8-K, dated June 15, 2004, attaching the Monthly
Servicer's Certificate for the due period April 28,
2004 through May 27, 2004.
5. Form 8-K, dated July 15, 2004, attaching the Monthly
Servicer's Certificate for the due period May 28,
2004 through June 27, 2004.
6. Form 8-K, dated August 16, 2004, attaching the
Monthly Servicer's Certificate for the due period
June 28, 2004 through July 28, 2004.
7. Form 8-K, dated September 15, 2004, attaching the
Monthly Servicer's Certificate for the due period
July 29, 2004 through August 27, 2004.
8. Form 8-K, dated October 15, 2004, attaching the
Monthly Servicer's Certificate for the due period
August 28, 2004 through September 27, 2004.
9. Form 8-K, dated November 15, 2004, attaching the
Monthly Servicer's Certificate for the due period
September 28, 2004 through October 27, 2004.
10. Form 8-K, dated December 15, 2004, attaching the
Monthly Servicer's Certificate for the due period
October 28, 2004 through November 27, 2004.
11. Form 8-K, dated January 18, 2005, attaching the
Monthly Servicer's Certificate for the due period
November 28, 2004 through December 28, 2004.
12. Form 8-K, dated February 15, 2005, attaching the
Monthly Servicer's Certificate for the due period
December 29, 2004 through January 28, 2005.
- 7 -
13. Form 8-K, dated February 23, 2005, attaching the
First Amendment to Amended and Restated Pooling and
Servicing Agreement, dated as of February 23, 2005,
among American Express Receivables Financing
Corporation, American Express Centurion Bank and
American Express Bank, FSB, as transferors, American
Express Travel Related Services Company, Inc., as
servicer, and The Bank of New York, as trustee.
14. Form 8-K, dated March 15, 2005, attaching the Monthly
Servicer's Certificate for the due period January 29,
2005 through February 24, 2005.
(c) Exhibits:
4.1 Amended and Restated Pooling and Servicing Agreement,
dated as of April 16, 2004, among American Express
Receivables Financing Corporation, American Express
Centurion Bank and American Express Bank, FSB, 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-K, dated April 16, 2004, File No.
000-20787-01).
4.2 First Amendment to Amended and Restated Pooling and
Servicing Agreement, dated February 23, 2005, among
American Express Receivables Financing Corporation,
American Express Centurion Bank and American Express
Bank, FSB, as transferors, American Express Travel
Related Services Company, Inc., as servicer, and The
Bank of New York, as trustee (incorporated by
reference to Exhibit 99.01 of Form 8-K, dated
February 23, 2005, File No. 000-33337).
4.3 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 October 1, 2001
(incorporated by reference to Exhibit 5.1 of Form
8-K, dated June 18, 2001, File No. 33-47812).
10.1 Receivable Purchase Agreement, dated 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).
- 8 -
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, dated September
12, 1994, File No. 33-47812).
10.3 Amendment No. 2 to Receivable Purchase Agreement,
dated 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, dated August 14, 1997, File No.
33-47812).
99.1 Annual Servicing Statement Delivered to the Trustee.
99.2 Annual Accountant's Reports 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 Robert C. Radle pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
99.4.3 Certification of Maureen Ryan pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
- 9 -
SIGNATURE
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 and Treasurer
March 31, 2005
- 10 -
SIGNATURE
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 BANK, FSB
Co-Originator of the Trust
By: /s/ Robert C. Radle
--------------------------
Robert C. Radle
Chief Financial Officer and Treasurer
March 31, 2005
- 11 -
SIGNATURE
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/ Maureen Ryan
-----------------------------
Maureen Ryan
President
March 31, 2005
- 12 -
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 Pooling and Servicing Agreement, dated as of April
16, 2004, among American Express Receivables Financing Corporation,
American Express Centurion Bank and American Express Bank, FSB, 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-K, dated April 16, 2004, File No.
000-20787-01).
4.2 First Amendment to Amended and Restated Pooling and Servicing
Agreement, dated February 23, 2005, among American Express Receivables
Financing Corporation, American Express Centurion Bank and American
Express Bank, FSB, as transferors, American Express Travel Related
Services Company, Inc., as servicer, and The Bank of New York, as
trustee (incorporated by reference to Exhibit 99.01 of Form 8-K, dated
February 23, 2005, File No. 000-33337).
4.3 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 October 1, 2001
(incorporated by reference to Exhibit 5.1 of Form 8-K, dated June 18,
2001, File No. 33-47812).
10.1 Receivable Purchase Agreement, dated 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,
dated September 12, 1994, File No. 33-47812).
10.3 Amendment No. 2 to Receivable Purchase Agreement, dated 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, dated
August 14, 1997, File No. 33-47812).
99.1* Annual Servicing Statement Delivered to the Trustee.
99.2* Annual Accountant's Reports of Ernst & Young LLP.
- 13 -
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 Robert C. Radle pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
99.4.3* Certification of Maureen Ryan pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
- 14 -