<PAGE>
<PAGE>
===============================================================================
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. 33-47812; 33-49106; 33-67502; 33-81634
American Express Master Trust
(Issuer of Certificates)
American Express Receivables Financing Corporation
Originator of the Trust and Transferor
(Exact name of registrant as specified in its charter)
Delaware 13-3632012
--------------------------- ----------------
(State or other jurisdiction (IRS Employer
of incorporation) 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) 640-5582
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: 6.05% Class A
Accounts Receivable Trust Certificates, Series 1992-1, the 6.60% Class A
Accounts Receivable Trust Certificates, Series 1992-2, the 5.375% Class A
Accounts Receivable Trust Certificates, Series 1993-1, the 7.15% Class A
Accounts Receivable Trust Certificates, Series 1994-1, the 7.60% Class A
Accounts Receivable Trust Certificates, Series 1994-2 and the 7.85% Class A
Accounts Receivable Trust Certificates, Series 1994-3, the Class A Floating
Rate Accounts Receivable Trust Certificates, Series 1996-1 and the Class A
Floating Rate Accounts Receivable Trust Certificates, Series 1996-2
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. 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
===============================================================================<PAGE>
<PAGE>
PART I
Item 1. Business.
The American Express Master Trust (the "Trust") was formed pursuant to a
Master Pooling and Servicing Agreement (the "Agreement"), dated as of June 30,
1992, as amended and supplemented from time to time, among American Express
Receivables Financing Corporation, as Transferor, American Express Travel
Related Services Company, Inc., as servicer (the "Servicer"), and The Bank of
New York, as trustee (the "Trustee"). American Express Receivables Financing
Corporation ("RFC"), a Delaware corporation, is a wholly owned subsidiary of
American Express Travel Related Services Company, Inc. ("TRS"). It was
incorporated on July 30, 1991. 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.
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
American Express-R Card, American Express-R Gold Card and Platinum-R Card
accounts (collectively, the "Accounts") owned by TRS, 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 or TRS.
TRS does not 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 of TRS or RFC 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, as transferor, all as
set forth in the Agreement and Supplements.
<PAGE>
<PAGE>
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 eight
Series of Certificates.
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 Trust Assets, RFC, the Trustee or TRS,
exclusive of ordinary routine litigation incidental to the duties of TRS, RFC
or the Servicer 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 Certificates.
(b) The Investor Certificates, representing investors' interests in the
Trust, are represented by certificates registered in the name of Cede & Co. the
nominee of The Depository Trust Company ("DTC").
(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.
<PAGE>
<PAGE>
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 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 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 the relevant
class of each Series outstanding on that date:
Name Principal Amount Percent of
of Certificates Series
Class A Accounts
Receivable Trust
Certificates,
Series 1992-1:
Bank of New York $ 80,610,000 16.12%
Bankers Trust Company $ 50,700,000 10.14%
Chase Manhattan Bank $139,681,000 27.94%
Citicorp Services, Inc. $ 63,109,000 12.62%
Prudential Securities $ 25,400,000 5.08%
Incorporated
<PAGE>
<PAGE>
Class A Accounts
Receivable Trust
Certificates,
Series 1992-2:
Bankers Trust Company $101,369,000 20.27%
Central Fidelity Bank, N.A. $ 25,000,000 5.00%
Chase Manhattan Bank $ 95,425,000 19.09%
Chase Manhattan Bank/Chemical $ 53,259,000 10.65%
Chase Manhattan Bank, Trust $ 53,100,000 10.62%
Class A Accounts
Receivable Trust
Certificates,
Series 1993-1:
Bankers Trust Company $132,788,418 22.13%
Chase Manhattan Bank $113,526,582 18.92%
Chase Manhattan Bank/ Chemical $ 42,970,000 7.16%
Citicorp Services, Inc. $ 63,768,000 10.63%
Class A Accounts
Receivable Trust
Certificates,
Series 1994-1:
Bankers Trust Company $ 36,765,000 12.26%
Boston Safe Deposit & $ 32,170,000 10.72%
Trust Company
Chase Manhattan Bank $102,750,000 34.25%
Chase Manhattan Bank/Chemical $ 19,615,000 6.54%
Citicorp Services, Inc. $ 21,650,000 7.22%
Corestates Bank N.A. $ 15,335,000 5.11%
Class A Accounts
Receivable Trust
Certificates,
Series 1994-2:
Bank of New York $ 26,630,000 8.88%
Bankers Trust Company $ 39,500,000 13.17%
Chase Manhattan Bank $ 15,800,000 5.27%
Citicorp Services, Inc. $ 89,000,000 29.67%
Corestates Bank N.A. $ 19,750,000 6.58%
SSB-Custodian $ 29,535,000 9.85%
Class A Accounts
Receivable Trust
Certificates,
Series 1994-3:
Bank of New York $ 23,000,000 7.67%
Bankers Trust Company $ 22,415,000 7.47%
Chase Manhattan Bank $ 44,000,000 14.67%
Chase Manhattan Bank/Chemical $ 23,000,000 7.67%
Fifth Third Bank/State $ 30,000,000 10.00%
Teachers Retirement of
Ohio Investment Research
<PAGE>
<PAGE>
Investors Fiduciary Trust $ 29,000,000 9.67%
Company/SSB
Morgan Stanley Trust Company $ 16,700,000 5.57%
Nations Bank of Texas N.A. $ 20,550,000 6.85%
SSB-Custodian $ 19,750,000 6.58%
Class A Floating
Rate Accounts
Receivable Trust
Certificates,
Series 1996-1:
Bank of New York $192,590,000 20.27%
Bankers Trust Company $ 55,000,000 5.79%
Chase Manhattan Bank $231,410,000 24.36%
Citicorp Services, Inc. $206,000,000 21.68%
First National Bank of Chicago $104,000,000 10.95%
Class A Floating
Rate Accounts
Receivable Trust
Certificates,
Series 1996-2:
Bank of New York $ 89,000,000 29.67%
Bankers Trust Company $ 22,900,000 7.63%
Commerzbank Capital Market $ 45,000,000 15.00%
Corp.
Chase Manhattan Bank $ 17,250,000 5.75%
Citicorp Services, Inc. $ 37,930,000 12.64%
Swiss Bank Corporation, $ 25,000,000 8.33%
NY Branch
The address of each of the above 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).
<PAGE>
<PAGE>
3. Annual Report containing Aggregated 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 January 1, 1996:
1. Form 8-K, dated February 11, 1996, attaching the Monthly
Servicer's Certificate for the due period January 1, 1996 through
January 31, 1996.
2. Form 8-K, dated March 11, 1996, attaching the Monthly Servicer's
Certificate for the due period February 1, 1996 through February
28, 1996.
3. Form 8-K, dated April 15, 1996, attaching the Monthly Servicer's
Certificate for the due period March 1, 1996 through March 31, 1996.
4. Form 8-K, dated May 8, 1996, attaching the Monthly Servicer's
Certificate for the due period April 1, 1996 through April 30, 1996.
5. Form 8-K, dated June 7, 1996, attaching the Monthly Servicer's
Certificate for the due period May 1, 1996 through May 31, 1996.
6. Form 8-K, dated July 8, 1996, attaching the Monthly Servicer's
Certificate for the due period June 1, 1996 through June 30, 1996.
7. Form 8-K, dated August 8, 1996, attaching the Monthly Servicer's
Certificate for the due period July 1, 1996 through July 31, 1996.
8. Form 8-K, dated September 9, 1996, attaching the Monthly
Servicer's Certificate for the due period August 1, 1996 through
August 31, 1996.
9. Form 8-K, dated October 8, 1996, attaching the Monthly Servicer's
Certificate for the due period September 1, 1996 through September
30, 1996.
10. Form 8-K, dated November 11, 1996, attaching the Monthly
Servicer's Certificate for the due period October 1, 1996 through
October 31, 1996.
11. Form 8-K, dated December 9, 1996, attaching the Monthly Servicer's
Certificate for the due period November 1, 1996 through November
30, 1996.
12. Form 8-K, dated January 7, 1997, attaching the Monthly Servicer's
Certificate for the due period December 1, 1996 through December
31, 1996.
13. Form 8-K, dated February 18, 1997, attaching the Monthly
Servicer's Certificate for the due period January 1, 1997 through
January 31, 1997.
14. Form 8-K, dated March 17, 1997, attaching the Monthly Servicer's
Certificate for the due period February 1, 1997 through February
27, 1997.
<PAGE>
<PAGE>
(c) Exhibits:
4.1 Master Pooling and Servicing Agreement, dated as of June 30, 1992,
among American Express Receivables Financing Corporation, as
Transferor, American Express Travel Related Services Company, Inc.
as Servicer, and The Bank of New York as Trustee (incorporated by
reference to Exhibit 1 of Form 8-K of the registrant dated August
3, 1992 (File No. 33-49106)).
4.2 Series 1992-1 Supplement, dated as of, August 3, 1992, to Master
Pooling and Servicing Agreement (incorporated by reference to
Exhibit 2 of Form 8-K of the registrant dated August 3, 1992 (File
No. 33-49106)).
4.3 Series 1992-2 Supplement, dated as of August 3, 1992, to Master
Pooling and Servicing Agreement (incorporated by reference to
Exhibit 2 of Form 8-K of the registrant dated August 3, 1992 (File
No. 33-47812)).
4.4 Series 1993-1 Supplement, dated as of September 1, 1993, to Master
Pooling and Servicing Agreement (incorporated by reference to
Exhibit 2 of Form 8-K of the registrant dated September 22, 1993
(File No. 33-47812)).
4.5 Series 1994-1 Supplement, dated as of September 1, 1994, to Master
Pooling and Servicing Agreement (incorporated by reference to
Exhibit 5 of Form 8-K of the registrant dated September 12, 1994
(File No. 33-47812)).
4.6 Series 1994-2 Supplement, dated as of September 1, 1994, to
Master Pooling and Servicing Agreement (incorporated by reference
to Exhibit 6 of Form 8-K of the registrant dated September 12,
1994 (File No. 33-47812)).
4.7 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 September 12, 1994
(File No. 33-47812)).
4.8 Series 1996-1 Supplement, dated as of September 18, 1996, to
Master Pooling and Servicing Agreement (incorporated by reference
to Exhibit 20.1 of Form 8-K of the registrant dated September 18,
1996 (File No. 33-47812)).
4.9 Series 1996-2 Supplement, dated as of September 18, 1996, to
Master Pooling and Servicing Agreement (incorporated by reference
to Exhibit 20.2 of Form 8-K of the registrant dated September 18,
1996 (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)).
<PAGE>
<PAGE>
24 Power of Attorney.
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.
<PAGE>
<PAGE>
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
By: /s/ Leslie R. Scharfstein
--------------------------
Name: Leslie R. Scharfstein
Title: Vice President of
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION,
ORIGINATOR OF THE AMERICAN
EXPRESS MASTER TRUST
Pursuant to the requirement of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities indicated.
Signature Title
--------- -----
*
_____________________________ Director and President
Vincent P. Lisanke (Principal Executive Officer)
*
______________________________ Director
John J. P. McDonnell
*
______________________________ Director
Jay B. Stevelman
*
______________________________ Vice President and Treasurer
John D. Koslow (Principal Finance Officer and
Principal Accounting Officer)
*By: /s/ Leslie R. Scharfstein
--------------------------
Leslie R. Scharfstein
Attorney-in-Fact
Dated: March 31, 1997
<PAGE>
<PAGE>
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 Master Pooling and Servicing Agreement, dated as of
June 30, 1992, among American Express Receivables
Financing Corporation, as Transferor, American
Express Travel Related Services Company, Inc.
as Servicer, and The Bank of New York as Trustee
(incorporated by reference to Exhibit 1 of Form 8-K
of the registrant dated August 3, 1992
(File No. 33-49106)).
4.2 Series 1992-1 Supplement, dated as of, August 3,
1992, to Master Pooling and Servicing Agreement
(incorporated by reference to Exhibit 2 of Form 8-K
of the registrant dated August 3, 1992
(File No. 33-49106)).
4.3 Series 1992-2 Supplement, dated as of August 3,
1992, to Master Pooling and Servicing Agreement
(incorporated by reference to Exhibit 2 of Form 8-K
of the registrant dated August 3, 1992
(File No. 33-47812)).
4.4 Series 1993-1 Supplement, dated as of September 1,
1993, to Master Pooling and Servicing Agreement
(incorporated by reference to Exhibit 2 of Form 8-K
of the registrant dated September 22, 1993
(File No. 33-47812)).
4.5 Series 1994-1 Supplement, dated as of September 1,
1994, to Master Pooling and Servicing Agreement
(incorporated by reference to Exhibit 5 of Form 8-K
of the registrant dated September 12, 1994
(File No. 33-47812)).
4.6 Series 1994-2 Supplement, dated as of September 1,
1994, to Master Pooling and Servicing Agreement
(incorporated by reference to Exhibit 6 of Form 8-K
of the registrant dated September 12, 1994
(File No. 33-47812)).
4.7 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 September 12, 1994
(File No. 33-47812)).
<PAGE>
<PAGE>
4.8 Series 1996-1 Supplement, dated as of September 18,
1996, to Master Pooling and Servicing Agreement
(incorporated by reference to Exhibit 20.1 of Form 8-K
of the registrant dated September 18, 1996
(File No. 33-47812)).
4.9 Series 1996-2 Supplement, dated as of September 18,
1996, to Master Pooling and Servicing Agreement
(incorporated by reference to Exhibit 20.2 of Form 8-K
of the registrant dated September 18, 1996
(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)).
24* Power of Attorney.
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.
<PAGE>
<PAGE>
<PAGE>
Exhibit 24
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION
POWER OF ATTORNEY
American Express Receivables Financing Corporation, a Delaware
corporation (the "Company"), and each of the undersigned officers and directors
of the Company, hereby constitute and appoint Jay B. Stevelman, John D. Koslow,
Leslie R. Scharfstein and Stephen P. Norman, jointly and severally, with full
power of substitution and revocation, their true and lawful attorneys-in-fact
and agents, for them and on their behalf and in their respective names, places
and steads, in any and all capacities, to sign, execute and affix their
respective seals thereto and file any of the documents referred to below
relating to the American Express Master Trust: all reports required under the
Securities Exchange Act of 1934 including Forms 8-K and Annual Reports on Form
10-K, including any amendments thereto, on behalf of the Company, with all
exhibits and any and all documents required to be filed with respect thereto
with any regulatory authority, granting unto said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as they might or could
do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
This Power of Attorney may be executed in counterparts.
IN WITNESS WHEREOF, American Express Receivables Financing Corporation
has caused this Power of Attorney to be executed in its name by its President
and its corporate seal to be affixed and attested by its Secretary, and the
undersigned officers and directors have hereunto set their hand as of the 25th
day of March 1997.
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION
By /s/ Vincent P. Lisanke
--------------------------
Name: Vincent P. Lisanke
Title: President
Attest:
/s/ Stephen P. Norman
- ----------------------
Stephen P. Norman
Assistant Secretary
<PAGE>
<PAGE>
Signature Title
--------- -----
/s/ Vincent P. Lisanke Director and President
- ------------------------ (Principal Executive Officer)
Vincent P. Lisanke
/s/ John P. McDonnell Director
- -------------------------
John P. McDonnell
/s/ Jay B. Stevelman Director
- --------------------------
Jay B. Stevelman
/s/ John D. Koslow Vice President and Treasurer
- --------------------------- (Principal Finance Officer and
John D. Koslow Principal Accounting Officer)
<PAGE>
<PAGE> Exhibit 99.1
ANNUAL SERVICER'S CERTIFICATE
AMERICAN EXPRESS TRAVEL
RELATED SERVICES COMPANY, INC.
----------------------------------------
AMERICAN EXPRESS MASTER TRUST
-----------------------------------------
The undersigned, a duly authorized representative of American Express
Travel Related Services Company, Inc. ("TRS") as Servicer pursuant to the
Master Pooling and Servicing Agreement dated as of June 30, 1992, as amended,
by and among TRS, as Servicer, American Express Receivables Financing
Corporation, as Transferor and The Bank of New York, as trustee (the
"Trustee"), does hereby certify to the best of his or her knowledge after
reasonable investigation that:
1. TRS is as of the date hereof the Servicer under the Pooling and
Servicing Agreement. Capitalized terms used in this Certificate have their
respective meanings set forth in the Pooling and Servicing Agreement.
2. The undersigned is duly authorized pursuant to the Pooling and
Servicing Agreement to execute and deliver this certificate to the Trustee.
3. This certificate is delivered pursuant to Section 3.05 of the Pooling
and Servicing Agreement.
4. A review of the activities of the Servicer during the calendar year
ended December 31, 1996 and of its performance under the Pooling and Servicing
Agreement was conducted under my supervision.
5. Based on such review, to the best of the undersigned's knowledge the
Servicer has fully performed all its obligations under the Pooling and
Servicing Agreement throughout such calendar year and no event which, with the
giving of notice or passage of time or both, would constitute a Servicer
Default has occurred or is continuing except as set forth in paragraph 6 below.
6. The following is a description of each Servicer Default in the
performance of the Servicer's obligations or Early Amortization Event under the
provisions of the Pooling and Servicing Agreement known to me to have been made
during the calendar year ended December 31, 1996, which sets forth in detail
(i) the nature of each such Servicer Default or Early Amortization Event, (ii)
the action taken by the Servicer, if any, to remedy each such Servicer Default
or early Amortization Event, and (iii) the current status of each such default:
NONE.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Servicer, has duly executed this Certificate this 22ND day of January, 1997.
By: /s/ Marianne Thomson
Name: Marianne Thomson
Title: Director, TRS Financial Reporting
<PAGE>
<PAGE>
Exhibit 99.2
REPORT OF INDEPENDENT ACCOUNTANTS
American Express Travel Related Services Company, Inc.
World Financial Center
200 Vesey Street
New York, New York 10285
American Express Receivables Financing Corporation
World Financial Center
200 Vesey Street
New York, New York 10285
and
The Bank of New York
101 Barclay Street, Floor 12E
New York, New York 10286
We have examined management's assertion that American Express Travel Related
Services Company, Inc. ("TRS"), a wholly owned subsidiary of American Express
Company ("American Express"), maintained internal control policies and
procedures over the functions performed as Servicer of the American Express
Master Trust (the "Trust") that are effective, as of December 31, 1996, in
providing reasonable assurance that Trust assets are safeguarded against loss
from unauthorized use or disposition and that transactions are executed in
accordance with management's authorization in conformity with the Master
Pooling and Servicing Agreement dated as of June 30, 1992 and the Supplements
to the Master Pooling and Servicing Agreements (Series' 1992-1, 1992-2, 1993-1,
1994-1, 1994-2, 1994-3, 1996-1 and 1996-2), among TRS as Servicer, American
Express Receivables Financing Corporation ("RFC"), as Transferor, and The Bank
of New York, as Trustee, (the "Agreements") on behalf of the Certificateholders
of the Trust, and are recorded properly to permit the preparation of the
required financial reports. This assertion is included in the accompanying
report of management titled, "Report of Management on Trust Internal Control
Policies and Procedures and Master Pooling and Servicing Agreement Compliance"
(the "Report").
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants, and accordingly, included
obtaining an understanding of the internal control policies and procedures over
the functions performed by TRS as Servicer of the Trust, testing and evaluating
the design and operating effectiveness of the policies and procedures, and such
other procedures as we considered necessary in the circumstances. We believe
that our examination provides a reasonable basis for our opinion.
Because of inherent limitations in any internal control policy and procedure,
errors or irregularities may occur and not be detected. Also, projections of
any evaluation of the control structure policies and procedures over the
functions performed by TRS as Servicer of the Trust to future periods are
subject to the risk that the policies and procedures may become inadequate
because of changes in conditions or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, management's assertion that TRS maintained internal control
policies and procedures over the functions performed as Servicer of the Trust
that are effective, as of December 31, 1996, in providing reasonable assurance
that Trust assets are safeguarded against loss from unauthorized use or
disposition and that transactions are executed in accordance with management's
authorization in conformity with the Agreements between TRS, as Servicer, RFC,
as Transferor, and The Bank of New York, as Trustee, on behalf of the
Certificateholders of the Trust, and are recorded properly to permit the
preparation of the required financial reports, is fairly stated, in all
material respects, based upon the following criteria specified in the Report.
This report is intended solely for the information and use of the Board of
Directors and management of TRS as Servicer, RFC as Transferor, and The Bank
of New York as Trustee. However, this report is a matter of public record, as
a result of inclusion as an exhibit to the Annual Report to Shareholders on
Form 10-K filed by RFC on behalf of the Trust, and its distribution is not
limited.
/s/ Ernst & Young LLP
March 31, 1997
<PAGE>
<PAGE>
REPORT OF MANAGEMENT ON MASTER TRUST INTERNAL CONTROL
POLICIES AND PROCEDURES AND POOLING AND SERVICING
AGREEMENT COMPLIANCE
Internal Control Policies and Procedures
- ----------------------------------------
American Express Travel Related Services Company, Inc. ("TRS"), which is a
wholly owned subsidiary of American Express Company, is responsible for
establishing and maintaining effective control structure policies and
procedures over the functions performed as Servicer of the American Express
Master Trust (the "Trust"). These policies and procedures are designed to
provide reasonable assurance to TRS's management and board of directors that
Trust assets are safeguarded against loss from unauthorized use or disposition
and that transactions are executed in conformity with the Master Pooling and
Servicing Agreement dated as of June 30, 1992 and the Supplements to the Master
Pooling and Servicing Agreement (Series' 1992-1, 1992-2, 1993-1, 1994-1,
1994-2, 1994-3, 1996-1 and 1996-2), among TRS as Servicer, American Express
Receivables Financing Corporation ("RFC"), as Transferor, and The Bank of New
York, as Trustee (the "Agreements") on behalf of the Certificateholders of the
Trust, and are recorded properly to permit the preparation of the required
financial reports.
There are inherent limitations in any internal control policy and procedure,
including the possibility of human error and the circumvention or overriding
of controls. Accordingly, even effective internal control policies and
procedures can provide only reasonable assurance with respect to the
achievement of any objectives of internal control. Further, because of changes
in conditions, the effectiveness of the internal control policies and
procedures may vary over time.
TRS has determined that the objectives of its control structure policies and
procedures, with respect to servicing and reporting of transferred receivables,
are to provide reasonable, but not absolute assurance that:
* Funds collected are appropriately allocated to the Trust in accordance
with the Agreements.
* The addition of Accounts to the Trust are authorized in accordance with
the Agreements.
* The removal of Accounts from the Trust are authorized in accordance with
the Agreements.
* Trust assets amortizing out of the Trust are calculated in accordance
with the Agreements.
* Daily records as specified in the Agreements are maintained and are
available for inspection by the Trustee upon request.
* Monthly Servicer's Certificates are prepared and contain the required
information in accordance with the Agreements.
* Monthly Servicer's Certificates generated pursuant to the Agreements are
materially correct and are derived from and reconcile to the computer
reports which are the source of such amounts contained in the reports.
* On an annual basis, the Servicer will deliver to the Trustee an Annual
Servicer's Certificate.
* The payments to the Trustee are made by the Servicer in accordance with
the Agreements.
TRS has assessed its internal control policies and procedures over the
functions performed as Servicer of the Trust in relation to these criteria.
Based upon this assessment, TRS maintained that, as of December 31, 1996, its
internal control policies and procedures over the functions performed as
Servicer of the Trust are effective in providing reasonable assurance that
Trust assets are safeguarded against loss from unauthorized use or disposition
and the transactions are executed in accordance with management's authorization
in conformity with the Agreements among TRS, as Servicer, RFC, as Transferor,
and The Bank of New York, as Trustee, on behalf of the Certificateholders of
the Trust, and are recorded properly to permit the preparation of the required
financial reports.
Pooling and Servicing Agreement Compliance
- ------------------------------------------
TRS is responsible for complying with the Agreements. TRS assessed its
compliance, as of December 31, 1996 and for the annual compliance period then
ended, with the relevant covenants and conditions identified in the Agreements.
Based upon this assessment and the delivery of the independent accountant's
letters pursuant to Section 3.06 (a) and (b) of the Agreements, TRS was in
compliance, as of December 31, 1996 and for the annual compliance period then
ended, with the relevant covenants and conditions identified in the Agreements.
In addition, TRS did not identify any instances of noncompliance in performing
the assessment.
March 31, 1997
<PAGE>
<PAGE>
American Express Travel Related Services Company, Inc. by:
Date signed 3/25/97 /s/ John McDonnell
------- ------------------
John McDonnell
Chief Financial Officer
Date signed 3/24/97 /s/ Anthony Bonanno
------- -------------------
Anthony Bonanno
Vice President and Controller of
the Americas
Date signed 3/20/97 /s/ Marianne Thomson
------- --------------------
Marianne Thomson
Director, Financial Administration
<PAGE>
<PAGE>
Exhibit 99.3
Servicer's Certificate
American Express Travel Related Services Company, Inc.
Annual Statement
Relating to the Period January 1, 1996 through December 31, 1996
----------------------------------------------
American Express Master Trust
----------------------------------------------
The undersigned, a duly authorized representative of American Express
Travel Related Services Company, Inc. ("TRS"), as Servicer pursuant to
the Master Pooling and Servicing Agreement dated as of June 30, 1992
(as amended, the "Agreement"), as supplemented by the Series
Supplements, amongst TRS, American Express Receivables Financing
Corporation ("RFC"), as Transferor, and The Bank of New York, as
Trustee, does hereby certify the information set forth below.
1. Capitalized terms used in this Certificate have their respective meanings
as set forth in the Agreement or Series Supplement as applicable.
References herein to certain sections and subsections are references
to the respective sections and subsections in the Agreement.
2. TRS is Servicer under the Agreement.
3. The undersigned is a Servicing Officer.
4. This Certificate relates to the period from January 1 through
December 31, 1996.
A. Information Regarding the American Express Master Trust
1. Trust Principal Component at
January 1, 1996..... $6,798,670,509.75
2. Aggregate Invested Amounts at
January 1, 1996..... $2,645,502,644.00
3. Transferor Amount at
January 1, 1996..... $4,153,167,865.75
4. Trust Principal Component at
December 31, 1996..... $6,992,659,595.10
5. Aggregate Invested Amounts at
December 31, 1996..... $3,996,853,995.00
6. Transferor Amount at
December 31, 1996..... $2,995,805,600.10
B. Information Regarding Performance of the American Express Master Trust
Receivable Pool
1. The aggregate Receivable balance as of
(a) January 1, 1996 was equal to..... $7,008,938,669.85
(b) December 31, 1996 was equal to..... $7,208,927,417.63
<PAGE>
<PAGE>
Servicer's Certificate
American Express Travel Related Services Company, Inc.
Relating to the Period January 1, 1996 through December 31, 1996
2. The Yield Factor in effect from January 1 through
December 31, 1996 was equal to..... 3.0000%
3. (a)The aggregate amount of Collections on Receivables,
exclusive of recoveries for the period January 1
through December 31, 1996 was equal to..... $55,397,500,620.26
3. (b)The aggregate balance of Receivables
deposited to the Collection Account
pursuant to Sections 2.04(d) and 3.03
of the Agreement for the period January 1
through December 31, 1996 was equal to..... $ 0.00
4. The aggregate amount of Principal Collections
for the period January 1 through December 31, 1996
was equal to..... $53,735,575,601.65
5. The aggregate amount of Yield Collections
for the period January 1 through December 31, 1996
was equal to..... $ 1,661,925,018.61
6. Gross Losses
[The aggregate amount of Receivables for all Accounts
which became Defaulted Accounts during the period
January 1 through December 31, 1996
was equal to]... $ 348,505,317.37
7. The aggregate amount of Recoveries
for the period January 1 through December 31, 1996
was equal to..... $ 53,577,203.65
8. (a)Net Losses [Gross Losses, less Recoveries]
for the period January 1 through December 31, 1996
was equal to..... $ 294,928,113.72
8. (b)The Default Amount [Net Losses, times
(1 minus the Yield Factor)]
for the period January 1 through December 31, 1996
was equal to..... $ 286,080,270.31
C. Information Regarding Performance of the American Express Master Trust
Receivable Pool (Percentage Basis)
1. The aggregate amount of Charge Volume and Fees
for the period January 1 through
December 31, 1996..... $55,945,994,685.41
2. Computed yield as a percentage of Charge Volume
and Fees [Yield Collections for the for the period
January 1 through December 31, 1996 divided by the
aggregate amount of Charge Volume and Fees for the
period January 1 through December 31, 1996..... 2.9706%
-2-
<PAGE>
<PAGE>
Servicer's Certificate
American Express Travel Related Services Company, Inc.
Relating to the Period January 1, 1996 through December 31, 1996
3. Gross Losses as a percentage of Charge Volume
and Fees [Gross Losses, divided by the
aggregate amount of Charge Volume and Fees for the
period January 1 through December 31, 1996..... 0.6229%
4. Recovery rate [Recoveries, divided by the
aggregate amount of Charge Volume and Fees for the
period January 1 through December 31, 1996..... 0.0958%
5. Net Losses as a percentage of Charge Volume
and Fees [Net Losses, divided by the
aggregate amount of Charge Volume and Fees for the
period January 1 through December 31, 1996..... 0.5272%
6. Computed Net Yield as a percentage of Charge Volume
and Fees [Yield Collections less net Net Losses,
divided by the aggregate amount of Charge Volume and
Fees for the period January 1 through
December 31, 1996..... 2.4434%
7. Mean monthly Payment rate
[Average of the Average Monthly Payment Rates
reported for the Due Periods in 1996]..... 76.5826%
8. Mean Receivable turnover rate [Average of
the Receivable Turnover Rates reported for the Due
Periods in 1996]..... 9.0912%
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this 18th day of March, 1997.
American Express
Travel Related Services
Company, Inc.
Servicer,
By: /s/ Marianne Thomson
---------------------------
Name: Marianne Thomson
Title: Director - Financial
Administration
- 3 -
<PAGE>
<PAGE>
-----------------------------------------------------
American Express Travel Related Services Company, Inc.
American Express Master Trust, Series 1992-1
-----------------------------------------------------
Schedule - to Year End Servicer's Certificate with respect
to the Series 1992-1 Certificates
A. Information Regarding American Express Master Trust aggregated for the
period January 1 through December 31, 1996 allocated to Series
1992-1.
1. Yield Collections allocated to Series 1992-1..... $ 145,662,206.50
2. Principal Collections allocated to
Series 1992-1 during the Revolving Period,
treated as Excess principal Collections..... $4,709,744,676.67
3. The Investor Default Amount allocated to
Series 1992-1..... $ 25,218,114.97
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this 18th day of March, 1997.
American Express
Travel Related Services Company, Inc.
Servicer,
by: /s/ Marianne Thomson
---------------------------
Name: Marianne Thomson
Title: Director - Financial
Administration
- 4 -
<PAGE>
<PAGE>
-----------------------------------------------------
American Express Travel Related Services Company, Inc.
American Express Master Trust, Series 1992-2
-----------------------------------------------------
Schedule - to Year End Servicer's Certificate with respect
to the Series 1992-2 Certificates
A. Information Regarding American Express Master Trust aggregated for the
period January 1 through December 31, 1996 allocated to Series
1992-2.
1. Yield Collections allocated to Series 1992-2..... $ 145,662,206.50
2. Principal Collections allocated to
Series 1992-2 during the Revolving Period,
treated as Excess principal Collections..... $4,709,744,676.67
3. The Investor Default Amount allocated to
Series 1992-2..... $ 25,218,114.97
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this 18th day of March, 1997.
American Express
Travel Related Services Company, Inc.
Servicer,
by: /s/ Marianne Thomson
-------------------------
Name: Marianne Thomson
Title: Director - Financial
Administration
- 5 -
<PAGE>
<PAGE>
-----------------------------------------------------
American Express Travel Related Services Company, Inc.
American Express Master Trust, Series 1993-1
-----------------------------------------------------
Schedule - to Year End Servicer's Certificate with respect
to the Series 1993-1 Certificates
A. Information Regarding American Express Master Trust aggregated for the
period January 1 through December 31, 1996 allocated to Series
1993-1.
1. Yield Collections allocated to Series 1993-1..... $ 174,794,647.85
2. Principal Collections allocated to
Series 1993-1 during the Revolving Period,
treated as Excess principal Collections..... $5,651,693,613.79
3. The Investor Default Amount allocated to
Series 1993-1..... $ 30,261,737.97
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this 18th day of March, 1997.
American Express
Travel Related Services Company, Inc.
Servicer,
by: /s/ Marianne Thomson
---------------------------
Name: Marianne Thomson
Title: Director - Financial
Administration
- 6 -
<PAGE>
<PAGE>
-----------------------------------------------------
American Express Travel Related Services Company, Inc.
American Express Master Trust, Series 1994-1
-----------------------------------------------------
Schedule - to Year End Servicer's Certificate with respect
to the Series 1994-1 Certificates
A. Information Regarding American Express Master Trust aggregated for the
period January 1 through December 31, 1996 allocated to Series
1994-1.
1. Yield Collections allocated to Series 1994-1..... $ 87,397,323.79
2. Principal Collections allocated to
Series 1994-1 during the Revolving Period,
treated as Excess principal Collections..... $2,825,846,802.44
3. The Investor Default Amount allocated to
Series 1994-1..... $ 15,130,868.96
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this 18th day of March, 1997.
American Express
Travel Related Services Company, Inc.
Servicer,
by: /s/ Marianne Thomson
---------------------------
Name: Marianne Thomson
Title: Director - Financial
Administration
- 7 -
<PAGE>
<PAGE>
-----------------------------------------------------
American Express Travel Related Services Company, Inc.
American Express Master Trust, Series 1994-2
-----------------------------------------------------
Schedule - to Year End Servicer's Certificate with respect
to the Series 1994-2 Certificates
A. Information Regarding American Express Master Trust aggregated for the
period January 1 through December 31, 1996 allocated to Series
1994-2.
1. Yield Collections allocated to Series 1994-2..... $ 87,397,323.79
2. Principal Collections allocated to
Series 1994-2 during the Revolving Period,
treated as Excess principal Collections..... $2,825,846,802.44
3. The Investor Default Amount allocated to
Series 1994-2..... $ 15,130,868.96
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this 18th day of March, 1997.
American Express
Travel Related Services Company, Inc.
Servicer,
by: /s/ Marianne Thomson
---------------------------
Name: Marianne Thomson
Title: Director - Financial
Administration
- 8 -
<PAGE>
<PAGE>
-----------------------------------------------------
American Express Travel Related Services Company, Inc.
American Express Master Trust, Series 1994-3
-----------------------------------------------------
Schedule - to Year End Servicer's Certificate with respect
to the Series 1994-3 Certificates
A. Information Regarding American Express Master Trust aggregated for the
period January 1 through December 31, 1996 allocated to Series
1994-3.
1. Yield Collections allocated to Series 1994-3..... $ 87,397,323.79
2. Principal Collections allocated to
Series 1994-3 during the Revolving Period,
treated as Excess principal Collections..... $2,825,846,802.44
3. The Investor Default Amount allocated to
Series 1994-3..... $ 15,130,868.96
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this 18th day of March, 1997.
American Express
Travel Related Services Company, Inc.
Servicer,
by: /s/ Marianne Thomson
---------------------------
Name: Marianne Thomson
Title: Director - Financial
Administration
- 9 -
<PAGE>
<PAGE>
-----------------------------------------------------
American Express Travel Related Services Company, Inc.
American Express Master Trust, Series 1996-1
-----------------------------------------------------
Schedule - to Year End Servicer's Certificate with respect
to the Series 1996-1 Certificates
A. Information Regarding American Express Master Trust aggregated for the
period January 1 through December 31, 1996 allocated to Series
1996-1.
1. Yield Collections allocated to Series 1996-1..... $ 92,924,832.76
2. Principal Collections allocated to
Series 1996-1 during the Revolving Period,
treated as Excess principal Collections..... $3,004,569,592.47
3. The Investor Default Amount allocated to
Series 1996-1..... $ 21,301,318.42
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this 18th day of March, 1997.
American Express
Travel Related Services Company, Inc.
Servicer,
by: /s/ Marianne Thomson
--------------------------
Name: Marianne Thomson
Title: Director - Financial
Administration
- 10 -
<PAGE>
<PAGE>
-----------------------------------------------------
American Express Travel Related Services Company, Inc.
American Express Master Trust, Series 1996-2
-----------------------------------------------------
Schedule - to Year End Servicer's Certificate with respect
to the Series 1996-2 Certificates
A. Information Regarding American Express Master Trust aggregated for the
period January 1 through December 31, 1996 allocated to Series
1996-2.
1. Yield Collections allocated to Series 1996-2..... $ 29,344,684.00
2. Principal Collections allocated to
Series 1996-2 during the Revolving Period,
treated as Excess principal Collections..... $ 948,811,449.33
3. The Investor Default Amount allocated to
Series 1996-2..... $ 6,726,732.12
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this 18th day of March, 1997.
American Express
Travel Related Services Company, Inc.
Servicer,
by: /s/ Marianne Thomson
----------------------------
Name: Marianne Thomson
Title: Director - Financial
Administration
- 11 -
<PAGE>
