<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. 000-20787-00; 000-20787-01
American Express Credit Account Master Trust
(Issuer of Certificates)
American Express Centurion Bank
Co-Originator of the Trust and a Transferor
(Exact name of registrant as specified in its charter)
Utah 11-2869526
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
6985 Union Park Center, Midvale, Utah 84047
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (801)565-5000
American Express Receivables Financing Corporation II
Co-Originator of the Trust and a Transferor
(Exact name of registrant as specified in its charter)
Delaware 13-3854638
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
200 Vesey Street
World Financial Center
New York, New York 10285
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (212)640-4473
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: Class
A Series 1996-1 6.80% Asset Backed Certificates and Class B
Series 1996-1 6.95% Asset Backed Certificates
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein
and will not be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Not applicable.
State the aggregate market value of the voting stock held by
non-affiliates of the registrant. Not applicable.
Documents Incorporated By Reference: NONE
==============================================================================
<PAGE>
<PAGE>
PART I
Item 1. Business.
The American Express Credit Account Master Trust (the
"Trust") was formed pursuant to a Pooling and Servicing Agreement
(the "Agreement"), dated as of May 16, 1996, among American
Express Centurion Bank and American Express Receivables Financing
Corporation II ("RFC II"), each as an Originator, American
Express Travel Related Services Company, Inc. ("TRS"), as
servicer (the "Servicer"), and The Bank of New York, as trustee
(the "Trustee"). RFC II, a Delaware corporation, is a wholly
owned subsidiary of TRS. It was incorporated on August 7, 1995.
Its principal executive office is located at 200 Vesey Street,
World Financial Center, New York, New York. TRS is a wholly
owned subsidiary of American Express Company. It was
incorporated in the State of New York on May 3, 1982 and its
principal executive offices are located at 200 Vesey Street,
World Financial Center, New York, New York. American Express
Centurion Bank was incorporated under Delaware banking laws as a
limited service bank in 1985. As of July 1, 1996, its business
was combined by merger with another subsidiary of TRS that is a
Utah-chartered, FDIC-insured industrial loan company. The
surviving institution was renamed as American Express Centurion
Bank ("Centurion"). Its principal executive office is located at
6985 Union Park Center, Midvale, Utah.
The Trust was formed for the purpose of acquiring and
holding the Trust Assets (defined below) and from time to time
issuing asset-backed certificates (the "Certificates") under the
Agreement and one or more supplements thereto (each, a
"Supplement"), including issuing and selling certain Certificates
to investors in underwritten public offerings ("Investor
Certificates"). Each Certificate represents an undivided
interest in the Trust and the right to receive payments of
interest at a specified rate and payments of principal at certain
times during the term of the Trust. Each series of Investor
Certificates (each, a "Series") will have its own Supplement to
govern the individual terms and allocations applicable to such
Series.
The property of the Trust (the "Trust Assets") includes a
portfolio of receivables (the "Receivables") generated from time
to time in a portfolio of Optima-R Card, Optima Line of Credit and
Sign & Travel-R revolving credit accounts and other charge or
credit accounts (collectively, the "Accounts") owned by Centurion
or other eligible account owners (each, including Centurion, an
"Account Owner"), all monies due or to become due in payment of
the Receivables, all proceeds of such Receivables and any Series
Enhancement provided for any particular Series or class of
Certificates. "Series Enhancement" may include, with respect to
any Series or class of Certificates, the subordination of one or
more classes or Series of Certificates to one or more other
classes or Series of Certificates, a letter of credit, a cash
collateral guaranty, a cash collateral account, a surety bond, a
collateral interest, a spread account, a guaranteed rate
agreement, a maturity liquidity facility, a tax protection
agreement or an insurance policy.
<PAGE>
<PAGE>
The Receivables that, to date, have been conveyed to the
Trust arise from Accounts selected from Centurion's portfolio and
consist of amounts charged or otherwise borrowed by Account
holders for goods and services and cash advances ("Principal
Receivables"), plus the related periodic finance charges, amounts
charged to Accounts in respect of late charges and certain other
items (the "Finance Charge Receivables").
No Originator or Account Owner will act as a guarantor with
respect to any payments on the Certificates, and neither the
Trustee nor the holders of the Certificates will have general
recourse against any Originator or Account Owner or the assets of
any Originator or Account Owner. Instead, the Trustee's and the
Certificateholders' only recourse in any action seeking to
collect amounts owing under the Certificates will be against, and
limited to, the Trust Assets.
Each Series of Investor Certificates will belong to a
certain group of Series (each a "Group"). The Series included in
a particular Group will share a common distribution date and
other terms, and certain cash collections may be allocated among
the Series within a Group (any Group for which collections will
be so allocated is hereinafter referred to as a "Reallocation
Group"). The Agreement and Supplements govern the allocation of
collections in respect of Principal Receivables and Finance
Charge Receivables between the interests of the transferors and
the Investor Certificateholders and, for the Investor
Certificateholders, to each Group, based generally on the sum of
the principal amounts of Investor Certificates for all Series in
all Groups. Each Supplement will prescribe the manner in which
collections will be allocated among Series.
Each Group may have a certain number of Series which will
share, to a limited extent, the collections in respect of
Principal Receivables and Finance Charge Receivables allocated to
such Group. In addition, certain excess collections of Principal
Receivables ("Shared Principal Collections") or Finance Charge
Receivables ("Excess Finance Charge Collections") allocated to a
Series in one Group that are not required to make distributions
with respect to the Certificates of the Series in such Group may
be shared with the Series in another Group (each such Series is
hereinafter referred to, respectively, as a "Principal Sharing
Series" and an "Excess Allocation Series"). For each Series, the
Supplement relating to such Series will govern the terms and
timing of payment of interest and principal and the allocations
of collections of Principal Receivables and Finance Charge
Receivables among the various Series within such Series' Group
and among Series in a different Group.
The Trust will not engage in any business activity other
than acquiring and holding the Trust Assets, issuing
Certificates, making payments thereon and related activities.
Pursuant to the Agreement, the Trustee will hold the Trust Assets
in trust for the benefit of the holders of the Certificates, and
TRS or any successor Servicer, as the Servicer, will be
responsible for the administration and servicing of the
Receivables. The Trust has issued two classes of Investor
Certificates: Class A Series 1996-1 6.80% Asset Backed
<PAGE>
<PAGE>
Certificates and Class B Series 1996-1 6.95% Asset Backed
Certificates, which have been registered under Section 12(g) of
the Securities Exchange Act of 1934.
Information concerning the performance of the Trust Assets
for each monthly due period of the Trust is contained in monthly
Servicer's reports provided to the Trustee and filed monthly on
Forms 8-K, and information concerning distributions made on the
Investor Certificates is contained in payment date statements
prepared by the Servicer and also filed on Forms 8-K. The
Servicer has prepared a report that sets forth, with respect to
certain of the items reported on monthly in the monthly
Servicer's reports, the aggregate amount of such items for the
full year 1996 or, as applicable, the amount of such items as at
December 31, 1996. This annual report is filed herewith as
Exhibit 99.3.
Item 2. Properties.
See Exhibit 99.3.
Item 3. Legal Proceedings.
The Registrant knows of no material pending legal
proceedings with respect to the Trust, involving the Trust, the
Trustee, the Trust Assets or the Originators, exclusive of
ordinary routine litigation incidental to the Trustee's,
Originator's or Servicer's duties under the Agreement.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
(a) To the best knowledge of the Registrant, there is no
established public trading market for the Investor
Certificates.
(b) The Investor Certificates, representing investors'
interests in the Trust, were delivered in book-entry
form through the facilities of the Depository Trust
Company ("DTC") and the nominee for DTC, Cede & Co., is
the sole registered holder of Investor Certficiates.
(c) Not applicable.
Item 6. Selected Financial Data.
Not applicable.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Not applicable.
<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 The Depository Trust
Company. As a consequence, the nominee for DTC, Cede & Co., is
the sole registered holder of Investor Certificates. An investor
holding an interest in the Trust is not entitled to receive a
certificate representing such interest except in limited
circumstances. Cede & Co. holds the Investor Certificates on
behalf of brokers, dealers, banks and other direct participants
in the DTC system. DTC participants may own Investor
Certificates for their own account or hold them for the accounts
of their customers. As of January 29, 1997, the following direct
DTC participants held positions in Investor Certificates
representing interests in the Trust equal to or exceeding 5% of
the total principal amount of the Investor Certificates of each
class of each Series outstanding on that date:
Name Principal Amount Percent of Class
of Certificates
Class A Series 1996-1
6.80% Asset Backed
Certificates:
Bank of New York $ 50,425,000 5.83%
Bankers Trust Company $ 82,665,000 9.56%
Boston Safe Deposit & $108,530,000 12.55%
Trust Co.
The Bank of Tokyo- $ 80,000,000 9.25%
Mitsubishi Trust
Company
Chase Manhattan Bank $136,210,000 15.75%
Chase Manhattan $ 67,390,000 7.79%
Bank/Chemical
SSB-Custodian $ 75,650,000 8.75%
<PAGE>
<PAGE>
Class B Series 1996-1
6.95% Asset Backed
Certificates:
Chase Manhattan Bank $ 58,000,000 96.67%
The address of each of the above DTC participants is:
c/o The Depository Trust Company
55 Water Street
New York, NY 10041
(b) Not applicable.
(c) Not applicable.
Item 13. Certain Relationships and Related Transactions.
The Bank of New York acts as Trustee under the Agreement.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) Financial Statements:
1. Annual Servicing Statement Delivered to the Trustee
(filed as Exhibit 99.1).
2. Annual Accountant's Report of Ernst & Young LLP (filed as
Exhibit 99.2).
3. Annual Report containing Aggregate Information for the
Fiscal Year (filed as Exhibit 99.3).
(b) Reports on Form 8-K:
The Trust has filed the following reports on Form 8-K for
the monthly due periods occurring since April 25, 1996.
1. Form 8-K, dated July 10, 1996, attaching the Monthly
Servicer's Certificate for the due period April 25,
1996 through June 25, 1996.
2. Form 8-K, dated August 7, 1996, attaching the Monthly
Servicer's Certificate for the due period June 26, 1996
through July 25, 1996.
3. Form 8-K, dated September 9, 1996, attaching the
Monthly Servicer's Certificate for the due period July
26, 1996 through August 26, 1996.
4. Form 8-K, dated October 9, 1996, attaching the Monthly
Servicer's Certificate for the due period August 17,
1996 through September 26, 1996.
<PAGE>
<PAGE>
5. Form 8-K, dated November 6, 1996, attaching the Monthly
Servicer's Certificate for the due period September 27,
1996 through October 26, 1996.
6. Form 8-K, dated December 9, 1996, attaching the Monthly
Servicer's Certificate for the due period October 27,
1996 through November 25, 1996.
7. Form 8-K, dated January 14, 1997, attaching the Monthly
Servicer's Certificate for the due period November 26,
1996 through December 26, 1996.
8. Form 8-K, dated January 31, 1997, attaching the Annual
Statement for the due period April 25, 1996 through
December 26, 1996.
9. Form 8-K, dated February 18, 1997, attaching the
Monthly Servicer's Certificate for the due period
December 27, 1996 through January 25, 1997.
10. Form 8-K, dated March 17, 1997, attaching the Monthly
Servicer's Certificate for the due period January 26,
1997 through February 24, 1997.
(c) Exhibits:
4.1 Pooling and Servicing Agreement dated as of May 16,
1996 (incorporated by reference to Exhibit 4.1 of Form
8-A filed by registrant on May 30, 1996, File No.
000-20787).
4.2 Series 1996-1 Supplement to the Pooling and Servicing
Agreement dated as of May 16, 1996 (incorporated by
reference to Exhibit 4.2 of Form 8-A filed by
registrant on May 30, 1996, File No. 000-20787).
4.3 Supplemental Assumption Agreement dated as of June 27,
1996 between American Express Centurion Bank, as
Assignor, and American Express Deposit Corporation, as
Assignee, with respect to the Pooling and Servicing
Agreement Governing the American Express Credit Account
Master Trust (incorporated by reference to Exhibit 4.3
of Form 8-K filed by registrant on July 16, 1996, File
No. 000-20787).
10.1 Form of RFC II Purchase Agreement (incorporated by
reference to Exhibit 10.1 of Registration Statement on
Form S-3, filed March 6, 1996, File No. 33-95784).
24.1 Power of Attorney for American Express Centurion Bank.
24.2 Power of Attorney for American Express Receivables
Financing Corporation II.
99.1 Annual Servicing Statement Delivered to the Trustee.
99.2 Annual Accountant's Report of Ernst & Young LLP.
99.3 Annual Report Containing Aggregated Information for the
Fiscal Year.
<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 CREDIT
ACCOUNT MASTER TRUST
AMERICAN EXPRESS CENTURION
BANK, Co-originator of the Trust
and Registrant
By: /s/ Mark Hales
------------------------------
Name: Mark Hales
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed by the following persons in
the capacities indicated.
Signature Title
* Director and Chief Executive Officer
- -----------------------
Frank L. Skillern
* Director
- -----------------------
Gilbert E. Ahye
* Director and Chairman of the Board
- -----------------------
Phillip J. Riese
* Director and President
- -----------------------
David Poulsen
* Director
- -----------------------
Vijay Parekh
* Director
- -----------------------
Ash Gupta
* Director
- -----------------------
John J. P. McDonnell
*By: /s/ Mark Hales
-----------------------
Mark Hales
Attorney-in fact
<PAGE>
<PAGE>
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION II,
Co-originator of the Trust and
Registrant
By: /s/ Leslie R. Scharfstein
----------------------------
Name: Leslie R. Scharfstein
Title: President
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed by the following persons in
the capacities indicated.
Signature Title
* Director
- -------------------------
John D. Koslow
* Director
- -------------------------
Jay B. Stevelman
* Director
- -------------------------
Donald J. Puglisi
* President
- ------------------------- (Principal Executive Officer)
Leslie R. Scharfstein
* Vice President and Treasurer
- ------------------------- (Principal Finance Officer and
Ellen J. Casey Principal Accounting Officer)
*By: /s/ Leslie R. Scharfstein
-------------------------
Leslie R. Scharfstein
Attorney-in-Fact
Dated: March 31, 1997
<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 Pooling and Servicing Agreement dated as of May 16, 1996
(incorporated by reference to Exhibit 4.1 of Form 8-A filed
by registrant on May 30, 1996, File No. 000-20787).
4.2 Series 1996-1 Supplement to the Pooling and Servicing
Agreement dated as of May 16, 1996 (incorporated by
reference to Exhibit 4.2 of Form 8-A filed by registrant on
May 30, 1996, File No. 000-20787).
4.3 Supplemental Assumption Agreement dated as of June 27, 1996
between American Express Centurion Bank, as Assignor, and
American Express Deposit Corporation, as Assignee, with
respect to the Pooling and Servicing Agreement Governing the
American Express Credit Account Master Trust (incorporated
by reference to Exhibit 4.3 of Form 8-K filed by registrant
on July 16, 1996, File No. 000-20787).
10.1 Form of RFC II Purchase Agreement (incorporated by reference
to Exhibit 10.1 of registration statement on Form S-3, filed
March 6, 1996, File No. 33-95784).
24.1 * Power of Attorney for American Express Centurion Bank.
24.2 * Power of Attorney for American Express Receivables
Financing Corporation II.
99.1 * Annual Servicing Statement Delivered to the Trustee.
99.2 * Annual Accountant's Report of Ernst & Young LLP.
99.3 * Annual Report Containing Aggregated Information for
the Fiscal Year.
<PAGE>
<PAGE>
EXHIBIT 24.1
AMERICAN EXPRESS CENTURION BANK
POWER OF ATTORNEY
American Express Centurion Bank, a Utah corporation (the
"Company"), and each of the undersigned officers and directors of
the Company, hereby constitute and appoint Robert D. Kraus, Stephen
P. Norman, Gilbert E. Ahye and Mark Hales, 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 filings and reports
required under the Securities Exchange Act of 1934, including
Current Reports on 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 Centurion Bank has caused
this Power of Attorney to be executed in its name by its Chief
Executive Officer and attested by its Secretary, and the
undersigned officers and directors have hereunto set their hand as
of the 24th day of March 1997.
AMERICAN EXPRESS CENTURION BANK
By: /s/ Frank L. Skillern
-----------------------
Frank L. Skillern
Chief Executive Officer
ATTEST:
/s/ L. Craig Downs
- -------------------------
L. Craig Downs
Secretary
<PAGE>
<PAGE>
/s/ Frank L. Skillern
- ------------------------------------
Frank L. Skillern
Director and Chief Executive Officer
/s/ Gilbert E. Ahye
- ------------------------------------
Gilbert E. Ahye
Director
/s/ Phillip J. Riese
- -----------------------------------
Phillip J. Riese
Director and Chairman of the Board
/s/ Ash Gupta
- -------------------------
Ash Gupta
Director
/s/ John J.P. McDonnell
- -------------------------
John J.P. McDonnell
Director
/s/ Vijay Parekh
- -------------------------
Vijay Parekh
Director
/s/ David Poulsen
- -------------------------
David Poulsen
Director and President
<PAGE>
<PAGE>
EXHIBIT 24.2
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II
POWER OF ATTORNEY
American Express Receivables Financing Corporation II, 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 filings reports required
under the Securities Exchange Act of 1934 including Current Reports
on 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 II 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 24th day of March
1997.
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION II
By:/s/ Leslie R. Scharfstein
----------------------------
Name: Leslie R. Scharfstein
Title: President
Attest:
/s/ Carol V. Schwartz
- -----------------------
Carol V. Schwartz
Assistant Secretary
<PAGE>
<PAGE>
Signature Title
/s/ John D. Koslow Director
- -------------------------
John D. Koslow
/s/ Jay B. Stevelman Director
- -------------------------
Jay B. Stevelman
/s/ Donald J. Puglisi Director
- -------------------------
Donald J. Puglisi
/s/ Leslie R. Scharfstein President
- ------------------------- (Principal Executive Officer)
Leslie R. Scharfstein
/s/ Ellen J. Casey Vice President and Treasurer
- ------------------------- (Principal Finance Officer and
Ellen J. Casey Principal Accounting Officer)
<PAGE>
<PAGE>
EXHIBIT 99.1
ANNUAL SERVICER'S CERTIFICATE
AMERICAN EXPRESS TRAVEL
RELATED SERVICES COMPANY, INC.
--------------------------------------------------------
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
--------------------------------------------------------
The undersigned, a duly authorized representative of American
Express Travel Related Services Company, Inc., as Servicer ("TRS"),
pursuant to the Pooling and Servicing Agreement dated as of May 16,
1996, (as amended and supplemented, the "Agreement"), among
American Express Centurion Bank, a Utah banking institution, and
American Express Receivables Financing Corporation II, each as
Transferor, TRS, and The Bank of New York, as trustee (the
"Trustee"), does hereby certify that:
1. TRS is, as of the date hereof, the Servicer under the
Agreement. Capitalized terms used in this Certificate have their
respective meanings as set forth in the Agreement.
2. The undersigned is a Servicing Officer who is duly
authorized pursuant to the Agreement to execute and deliver this
Certificate to the Trustee.
3. A review of the activities of the Servicer during the
calendar year ended December 31, 1996 and of its performance under
the Agreement was conducted under my supervision.
4. Based on such review, the Servicer has, to the best of my
knowledge, performed in all material respects its obligations under
the Agreement throughout such calendar year and no default in the
performance of such obligations has occurred or is continuing
except as set forth in paragraph 5 below.
5. The following is a description of each default in the
performance of the Servicer's obligations under the provisions of
the Agreement known to me to have been made by the Servicer during
the calendar year ended December 31, 1996, which sets forth in
detail (i) the nature of each such default, (ii) the action taken
by the Servicer, if any, to remedy each such default, and (iii) the
current status of each such default: NONE.
IN WITNESS WHEREOF, the undersigned, has duly executed this
Certificate this 22nd day of January, 1997.
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC., as Servicer
By: /s/ Marianne Thomson
----------------------------
Name: Marianne Thomson
Title: Director
<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 Centurion Bank
6985 Union Park Center, Suite 235
Midvale, UT 84047
American Express Receivables Financing Corporation II
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 Credit
Account Master Trust Series 1996-1 (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 May 16,
1996, (as amended and supplemented, the "Agreement"), as
supplemented by the Series 1996-1 Supplement (together the
"Agreements"), between TRS as Servicer, American Express Centurion
Bank ("Centurion") and American Express Receivables Financing
Corporation II ("RFC"), as Transferors, 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. This assertion is included in the accompanying
report of management titled, "Report of Management on Credit
Account Master Trust Internal Control Policies and Procedures and
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.
<PAGE>
<PAGE>
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 internal control
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, Centurion and RFC, as Transferors, 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 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, Centurion and
RFC as Transferors, 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 CREDIT ACCOUNT
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 internal
control policies and procedures over the functions performed as
Servicer of the American Express Credit Account Master Trust (the
"Trust"). These policies and procedures are designed to provide
reasonable assurance to the 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 May 16,
1996 as supplemented by the Series 1996-1 Supplement (together the
"Agreements"), between TRS as Servicer, American Express Centurion
Bank ("Centurion") and American Express Receivables Financing
Corporation II ("RFC"), as Transferors, 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.
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 internal control
policies and procedures, with respect to servicing and reporting of
transferred loans, 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.
<PAGE>
<PAGE>
* 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 between the TRS, as
Servicer, Centurion and RFC, as Transferors, and The Bank of New
York, as Trustee, 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 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 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
---------------------
Anythony 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
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SERIES 1996-1
FOR THE PERIOD APRIL 25 THROUGH DECEMBER 26, 1996
--------------------------------------------
The undersigned, a duly authorized representative of American Express Travel
Related Services Company, Inc., as Servicer ("TRS"), pursuant to the Pooling
and Servicing Agreement, dated as of May 16, 1996 (as amended and
supplemented, the "Agreement"), as supplemented by the Series 1996-1
Supplement (as amended and supplemented, the "Series Supplement"), among TRS,
as Servicer, American Express Centurion Bank and American Express Receivables
Financing Corporation II, as Transferors, and The Bank of New York, as
Trustee, does hereby certify as follows:
1. Capitalized terms used in this Certificate have their respective meanings
as set forth in the Agreement or the Series Supplement, as applicable.
2. TRS is, as of the date hereof, the Servicer under the Agreement.
3. The undersigned is a Servicing Officer.
4. This Annual Statement is delivered pursuant to sections 5.02(d) of the
Series Supplement and contains information with respect to the Trust
aggregated for the period April 25, 1996 (the date as of which the Trust
assets were initially conveyed to the Trust) through December 26, 1996 (the
end of the last monthly period of the Trust in 1996.)
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Certificate this 28th day of January, 1997.
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC., as Servicer
By: /s/ Marianne Thomson
--------------------------------
Name: Marianne Thomson
Title: Director
Financial Administration
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
ACTIVITY AGGREGATED FOR THE PERIOD APRIL 25 THROUGH DECEMBER 26, 1996
I. Trust Activity
- ------------------------------------------------------------------------------
A. Aggregated Trust Activity
- ---------------------------- ---------------
<C> <S> <S>
Balances at April 25, 1996
Principal Receivable Balance 1,777,276,510
Special Funding Account Balance 0
Total Principal Balance 1,777,276,510
Aggregate Finance Charge Collections
(excluding Discount Option & Recoveries) 199,484,861
Discount Percentage 2.00%
Discount Option Receivables Collections 23,487,335
Premium Option Receivables Collections 0
Recoveries 6,212,474
Total Collections of Finance Charge
Receivables 229,184,670
Total Collections of Principal Receivables 1,150,879,400
Defaulted Amount 78,087,716
New Principal Receivables 1,183,619,989
Balances at December 26, 1996
Principal Receivables Balance 1,731,929,382
Required Minimum Principal Balance 1,070,000,000
Transferor Amount 731,929,382
Special Funding Account Balance 0
Total Principal Balance 1,731,929,382
B. Aggregate Series Allocations Series 1996-1 Trust Total
- ------------------------------- ---------------- -------------
Group Number 1
Initial invested Amount 1,000,000,000 1,000,000,000
Adjusted Invested Amount at 12/26/96 1,000,000,000 1,000,000,000
Principal Funding Account Balance 0 0
Series Allocation Percentage 100.00%
Series Alloc. Finance Charge Collections 229,184,670 229,184,670
Series Allocable Recoveries 6,212,474 6,212,474
Series Alloc. Principal Collections 1,150,879,400 1,150,879,400
Shared Principal Collections N/A N/A
Series Allocable Defaulted Amount 78,087,716 78,087,716
C. Aggregate Group I Allocations Series 1996-1 Group I Total
- -------------------------------- ---------------- -------------
Investor Finance Charge Collections 132,589,927 132,589,927
Investor Monthly Interest 44,794,056 44,794,056
Investor Default Amount 45,179,565 45,179,565
Investor Service Fees 12,500,000 12,500,000
Investor Additional Amounts 0 0
Total 102,473,621 102,473,621
Reallocated Investor Finance Charge
Collections N/A N/A
Available Excess 30,116,306 30,116,306
</TABLE>
- 2 -
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
ACTIVITY AGGREGATED FOR THE PERIOD APRIL 25 THROUGH DECEMBER 26, 1996
II. Series 1996-1 Certificates
- ------------------------------------------------------------------------------
Series Total Investor Transferors
A. Aggregate Investor/Transferor Allocations Allocations Interest Interest
- -------------------------------------------- ----------- -------------- -----------
<C> <S> <C> <C> <C>
Invested /Transferor Amount at 04/25/96 1,777,276,510 1,000,000,000 777,276,510
Adjusted Invested Amount at 12/26/96 N/A 1,000,000,000 N/A
Collections of Finance Chg. Receivables 229,184,670 132,589,927 96,594,743
Collections of Principal Receivables 1,150,879,400 665,583,811 485,295,590
Defaulted Amount 78,087,716 45,179,565 32,908,151
Invested /Transferor Amount at 12/26/96 1,731,929,382 1,000,000,000 731,929,382
Collateral
B. Aggregate Funding Requirements Class A Class B Interest Total
- --------------------------------- ----------- ----------- ----------- ----------
Monthly Interest 39,049,944 2,768,417 2,975,694 44,794,056
Investor Default Amount 39,080,324 2,710,774 3,388,467 45,179,565
Investor Monthly Fees 10,812,500 750,000 937,500 12,500,000
Investor Additional Amounts 0 0 0 0
Total 88,942,768 6,229,191 7,301,662 102,473,621
Reallocated Investor Finance Charge Collections N/A
C. Certificates - Balances and Aggregate Collateral
Distributions Class A Class B Interest Total
--------------------------------------- ----------- ----------- ------------ -----------
Certificate Balance at Issuance 865,000,000 60,000,000 75,000,000 1,000,000,000
Interest Distributions 39,049,944 2,768,417 2,975,694 44,794,056
Principal Deposits - Prin Funding Acct 0 0 0 0
Principal Distributions 0 0 0 0
Total Distributions 39,049,944 2,768,417 2,975,694 44,794,056
Certificate Balance at 12/26/96 865,000,000 60,000,000 75,000,000 1,000,000,000
</TABLE>
- 3 -
<PAGE>
<PAGE>
D. Aggregate Distributions in respect of the Class A Certificates per $1,000
original certificate principal amount.
1. Total $ 45.14
2. Amount in respect of Class A Monthly Interest $ 45.14
3. Amount in respect of Class A Outstanding
Monthly Interest $ 0.00
4. Amount in respect of Class A Additional
Interest $ 0.00
5. Amount in respect of Class A Principal $ 0.00
E. Aggregate Class A Investor Charge-Offs and Reimbursement of Class A
Investor Charge-Offs.
1. Total amount of Class A Investor Charge-Offs: $ 0.00
2. Amount of Class A Investor Charge-
Offs per $1,000 original certificate
principal amount: $ 0.00
3. Total amount reimbursed in respect of
Class A Investor Charge-Offs: $ 0.00
4. Amount reimbursed in respect of Class
A Investor Charge-Offs per $1,000
original certificate principal amount: $ 0.00
F. Aggregate Distributions in respect of the Class B Certificates,
per $1,000 original certificate principal amount.
1. Total $ 46.14
2. Amount in respect of Class B Monthly Interest $ 46.14
3. Amount in respect of Class B Outstanding
Monthly Interest $ 0.00
4. Amount in respect of Class B Additional
Interest $ 0.00
5. Amount in respect of Class B Principal $ 0.00
G. Reductions in Class B Invested Amount pursuant to clauses (c), (d),
and (e) of the definition of Class B Invested Amount as of December 26, 1996.
1. The amount of reductions in Class B
Invested Amount pursuant to clauses
(c), (d), and (e) of the definition
of Class B Invested Amount: $ 0.00
- 4 -
<PAGE>
<PAGE>
2. The amount of reductions in the
Class B Invested Amount set forth in
paragraph 1 above, per $1,000 original
certificate principal amount: $ 0.00
3. The total amount reimbursed in respect
of such reductions in the Class B
Invested Amount: $ 0.00
4. The amount set forth in paragraph 3
above, per $1,000 original certificate
principal amount: $ 0.00
H. Aggregate Distributions to the Collateral Interest Holder.
1. Total amount distributed to the Collateral
Interest Holder: $ 2,975,694.39
2. Amount distributed in respect of Collateral
Monthly Interest: $ 2,975,694.39
3. Amount distributed in respect of Collateral
Additional Interest: $ 0.00
4. The amount distributed to the Collateral
Interest Holder in respect of principal
on the Collateral Invested Amount: $ 0.00
I. Amount of reductions in Collateral Invested Amount pursuant to clauses
(c), (d), and (e) of the definition of Collateral Invested Amount as of
December 26, 1996.
1. The amount of reductions in the
Collateral Invested Amount pursuant
to clauses (c), (d), and (e) of the
definition of Collateral Invested Amount: $ 0.00
2. The total amount reimbursed in respect
of such reductions in the Collateral
Invested Amount: $ 0.00
J. Aggregate Reallocated Principal Collections.
1. Reallocated Principal Collections
Required to fund the Required Amount: $ 0.00
2 Shared Principal Collections from other
Series allocated to Series 1996-1: N/A
K. Aggregate Available Principal Collections treated as Shared
Principal Collections: $ 0.00
L. Amount of Series Enhancement drawn upon and allocated to
Series 1996-1: $ 0.00
- 5 -
