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, 1999
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. 000-20787-01; 000-20787-00; 33-95784; 333-67567;
333-91473-00; 333-91473-01
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, 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:
the Class A Series 1996-1 6.80% Asset Backed Certificates,
the Class B Series 1996-1 6.95% Asset Backed Certificates,
the Class A Series 1997-1 6.40% Asset Backed Certificates,
the Class B Series 1997-1 6.55% Asset Backed Certificates,
the Class A Series 1998-1 Floating Rate Asset Backed Certificates,
the Class B Series 1998-1 Floating Rate Asset Backed Certificates,
the Class A Series 1999-1 5.60% Asset Backed Certificates,
the Class B Series 1999-1 5.85% Asset Backed Certificates,
the Class A Series 1999-2 5.95% Asset Backed Certificates,
the Class B Series 1999-2 6.10% Asset Backed Certificates,
the Class A Series 1999-3 Floating Rate Asset Backed Certificates,
the Class B Series 1999-3 Floating Rate Asset Backed Certificates,
the Class A Series 1999-4 Floating Rate Asset Backed Certificates,
the Class B Series 1999-4 Floating Rate Asset Backed Certificates,
the Class A Series 1999-5 Floating Rate Asset Backed Certificates,
the Class B Series 1999-5 Floating Rate Asset Backed Certificates,
the Class A Series 1999-6 Floating Rate Asset Backed Certificates,
the Class B Series 1999-6 Floating Rate 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>
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, 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, New York, New York.
American Express Centurion Bank was incorporated under Delaware banking laws as
a limited service bank in 1985. As of July 1, 1996, its business was combined by
merger with another subsidiary of TRS that is a Utah-chartered, FDIC-insured
industrial loan company. The surviving institution was renamed as American
Express Centurion Bank ("Centurion"). Its principal executive office is located
at 6985 Union Park Center, Midvale, Utah.
The Trust was formed for the purpose of acquiring and holding the Trust
Assets (defined below) and from time to time issuing asset-backed certificates
(the "Certificates") under the Agreement and one or more supplements thereto
(each, a "Supplement"), including issuing and selling certain Certificates to
investors in underwritten public offerings ("Investor Certificates"). Each
Certificate represents an undivided interest in the Trust and the right to
receive payments of interest at a specified rate and payments of principal at
certain times during the term of the Trust. Each series of Investor Certificates
(each, a "Series") will have its own Supplement to govern the individual terms
and allocations applicable to such Series.
The property of the Trust (the "Trust Assets") includes a portfolio of
receivables (the "Receivables") generated from time to time in a portfolio of
Optima(R) Card, Optima Line of Credit and Sign & Travel(R) revolving credit
accounts and other charge or credit accounts (collectively, the "Accounts")
owned by Centurion or other eligible account owners (each, including Centurion,
an "Account Owner"), all monies due or to become due in payment of the
Receivables, all proceeds of such Receivables and any Series Enhancement
provided for any particular Series or class of Certificates. "Series
Enhancement" may include, with respect to any Series or class of Certificates,
the subordination of one or more classes or Series of Certificates to one or
more other classes or Series of Certificates, a letter of credit, a cash
collateral guaranty, a cash collateral account, a surety bond, a collateral
interest, a spread account, a guaranteed rate agreement, a maturity liquidity
facility, a tax protection agreement or an insurance policy.
The Receivables that, to date, have been conveyed to the Trust arise
from Accounts selected from Centurion's portfolio and consist of amounts charged
or otherwise borrowed by Account holders for goods and services and cash
advances ("Principal Receivables"), plus the related periodic finance charges,
amounts charged to Accounts in respect of late charges and certain other items
(the "Finance Charge Receivables").
No Originator or Account Owner will act as a guarantor with respect to
any payments on the Certificates, and neither the Trustee nor the holders of the
Certificates will have general recourse against any Originator or Account Owner
or the assets of any Originator or Account Owner. Instead, the Trustee's and the
Certificateholders' only recourse in any action seeking to collect amounts owing
under the Certificates will be against, and limited to, the Trust Assets.
Each Series of Investor Certificates will belong to a certain group of
Series (each, a "Group"). The Series included in a particular Group will share a
common distribution date and other terms, and certain cash collections may be
allocated among the Series within a Group (any Group for which collections will
be so allocated is hereinafter referred to as a "Reallocation Group"). The
Agreement and Supplements govern the allocation of collections in respect of
Principal Receivables and Finance Charge Receivables between the interests of
the transferors and the Investor Certificateholders and, for the Investor
Certificateholders, to each Group, based generally on the sum of the principal
amounts of Investor Certificates for all Series in all Groups. Each Supplement
will prescribe the manner in which collections will be allocated among Series.
- 1 -
<PAGE>
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 22 classes
of Investor Certificates:
. Class A Series 1996-1 6.80% Asset Backed Certificates and Class
B Series 1996-1 6.95% Asset Backed Certificates (collectively,
the "Series 1996-1 Certificates");
. Class A Series 1997-1 6.40% Asset Backed Certificates and Class
B Series 1997-1 6.55% Asset Backed Certificates (collectively,
the "Series 1997-1 Certificates");
. Class A Series 1998-1 Floating Rate Asset Backed Certificates and
Class B Series 1998-1 Floating Rate Asset Backed Certificates
(collectively, the "Series 1998-1 Certificates");
. On April 21, 1999, the Trust issued Class A Series 1999-1 5.60%
Asset Backed Certificates and Class B Series 1999-1 5.85%
Asset Backed Certificates (collectively, the "Series 1999-1
Certificates"). Interest on the Series 1999-1 Certificates accrues
from April 21, 1999 and is payable on May 17, 1999, and on the
fifteenth day of each month thereafter - which is a Distribution
Date. Principal with respect to the Series 1999-1 Certificates
is scheduled to be distributed on the April 2004 Distribution
Date, but may be paid earlier or later under certain limited
circumstances;
. On May 19, 1999, the Trust issued Class A Series 1999-2 5.95% Asset
Backed Certificates and Class B Series 1999-2 6.10% Asset Backed
Certificates (collectively, the "Series 1999-2 Certificates").
Interest on the Series 1999-2 Certificates accrues from May 19, 1999
and is payable on June 15, 1999, and on the fifteenth day of each
month thereafter - which is the Distribution Date. Principal with
respect to the Series 1999-2 Certificates is scheduled to be
distributed on the May 2004 Distribution Date, but may be paid
earlier or later under certain limited circumstances;
. On May 19, 1999, the Trust issued Class A Series 1999-3 Floating
Rate Asset Backed Certificates, bearing a certificate rate of
0.14% per annum above one month LIBOR, and Class B Series 1999-3
Floating Rate Asset Backed Certificates, bearing a certificate
rate of 0.34% per annum above one month LIBOR (collectively, the
"Series 1999-3 Certificates"). Interest on the Series 1999-3
Certificates accrues from May 19, 1999 and is payable on June 15,
1999 and on the fifteenth day of each month thereafter - which
is the Distribution Date. Principal with respect to the Series
1999-3 Certificates is scheduled to be distributed on the May 2004
Distribution Date, but may be paid earlier or later under certain
limited circumstances;
. On August 17, 1999, the Trust issued Class A Series 1999-4 Floating
Rate Asset Backed Certificates, bearing a certificate rate of 0.17%
per annum above one month LIBOR, and Class B Series 1999-4 Floating
Rate Asset Backed Certificates, bearing a certificate rate of 0.42%
per annum above one month LIBOR (collectively, the "Series
1999-4 Certificates"). Interest on the Series 1999-4 Certificates
accrues from August 17, 1999 and is payable on September 15,
1999 and on the fifteenth day of each month thereafter - which is
the Distribution Date. Principal with respect to the Series 1999-4
Certificates is scheduled to be distributed on the July 2002
Distribution Date, but may be paid earlier or later under certain
limited circumstances;
- 2 -
<PAGE>
. On August 17, 1999, the Trust issued Class A Series 1999-5 Floating
Rate Asset Backed Certificates, bearing a certificate rate of 0.24%
per annum above one month LIBOR, and Class B Series 1999-5 Floating
Rate Asset Backed Certificates, bearing a certificate rate of 0.48%
per annum above one month LIBOR (collectively, the "Series 1999-5
Certificates"). Interest on the Series 1999-5 Certificates accrues
from August 17, 1999 and is payable on September 15, 1999
and on the fifteenth day of each month thereafter - which is the
Distribution Date. Principal with respect to the Series 1999-5
Certificates is scheduled to be distributed on the July 2004
Distribution Date, but may be paid earlier or later under certain
limited circumstances;
. On September 16, 1999, the Trust issued Class A Series 1999-6
Floating Rate Asset Backed Certificates, bearing a certificate
rate of 0.20% per annum above one month LIBOR, and Class B Series
1999-6 Floating Rate Asset Backed Certificates, bearing a
certificate rate of 0.43% per annum above one month LIBOR
(collectively, the "Series 1999-6 Certificates"). Interest
on the Series 1999-6 Certificates accrues from September 16,
1999 and is payable on October 15, 1999 and on the fifteenth day of
each month thereafter - which is the Distribution Date. Principal
with respect to the Series 1999-6 Certificates is scheduled to be
distributed on the August 2002 Distribution Date, but may be paid
earlier or later under certain limited circumstances;
. On February 16, 2000, the Trust issued Class A Series 2000-1
7.20% Asset Backed Certificates and Class B Series 2000-1 7.40%
Asset Backed Certificates (collectively, the "Series 2000-1
Certificates"). Interest on the Series 2000-1 Certificates
accrues from February 16, 2000 and is payable on March 15, 2000,
and on the fifteenth day of each month thereafter - which is the
Distribution Date. Principal with respect to the Series 2000-1
Certificates is scheduled to be distributed on the February 2005
Distribution Date, but may be paid earlier or later under
certain limited circumstances;
. On February 16, 2000, the Trust issued Class A Series 2000-2
Floating Rate Asset Backed Certificates, bearing a certificate
rate of 0.165% per annum above one month LIBOR, and Class B Series
2000-2 Floating Rate Asset Backed Certificates, bearing a
certificate rate of 0.350% per annum above one month LIBOR
(collectively, the "Series 2000-2 Certificates"). Interest on the
Series 2000-2 Certificates accrues from February 16, 2000 and is
payable on March 15, 2000 and on the fifteenth day of each month
thereafter - which is the Distribution Date. Principal with
respect to the Series 2000-2 Certificates is scheduled to be
distributed on the February 2005 Distribution Date, but may be
paid earlier or later under certain limited circumstances.
Information concerning the performance of the Trust Assets for each
monthly due period of the Trust is contained in monthly Servicer's reports
provided to the Trustee and filed monthly on Form 8-K, and information
concerning distributions made on the Investor Certificates is contained in
payment date statements prepared by the Servicer and also filed on Form 8-K. The
Servicer has prepared a report that sets forth, with respect to certain of the
items reported on monthly in the monthly Servicer's reports, the aggregate
amount of such items for the full year 1999 or, as applicable, the amount of
such items as of December 24, 1999. 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, the
Servicer or the Originators, exclusive of ordinary routine litigation
incidental to the Trustee's, Originators' or Servicer's duties under the
Agreement.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
- 3 -
<PAGE>
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 investor's interests in
the Trust, were delivered in book-entry form through the
facilities of the Depository Trust Company ("DTC") and the nominee
for DTC, Cede & Co., is the sole registered holder of the Investor
Certificates.
(c) Not applicable.
Item 6. Selected Financial Data.
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Not applicable.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
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.
- 4 -
<PAGE>
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 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
Certificate on behalf of brokers, dealers, banks and other
direct participants in the DTC system. DTC participants may
own Investor Certificates for their own account or hold them for
the accounts of their customers. As of February 9, 2000 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:
<TABLE>
<CAPTION>
Principal Amount
Name of Certificates Percent of Class
---- ---------------- ----------------
<S> <C> <C>
CLASS A SERIES 1996-1
6.80% ASSET BACKED
CERTIFICATES:
Bank of New York $63,250,000 7.3%
Bankers Trust
Company $77,648,000 8.9%
Boston Safe Deposit
and Trust Company $90,735,000 10.5%
Bank of Tokyo -
Mitsubishi Trust
Company $80,000,000 9.2%
Chase Manhattan Bank $210,989,000 24.4%
State Street Bank
and Trust Company $91,070,000 10.5%
CLASS B SERIES 1996-1
6.95% ASSET BACKED
CERTIFICATES:
Bank of New York $5,100,000 8.5%
Bankers Trust
Company $4,250,000 7.1%
Boston Safe Deposit
and Trust Company $3,350,000 5.6%
Chase Manhattan Bank $34,000,000 56.7%
Commerce Bank of
Kansas City $4,750,000 7.9%
</TABLE>
- 5 -
<PAGE>
<TABLE>
<CAPTION>
Principal Amount
Name of Certificates Percent of Class
---- ---------------- ----------------
<S> <C> <C>
CLASS A SERIES 1997-1
6.40% ASSET BACKED
CERTIFICATES:
Bank of New York $85,485,000 9.9%
Bankers Trust Company $118,638,000 13.7%
Chase Manhattan Bank $269,455,000 31.1%
Citibank, N.A. $63,015,000 7.3%
State Street Bank
and Trust Company $60,315,000 7.0%
CLASS B SERIES 1997-1
6.55% ASSET BACKED
CERTIFICATES:
Bank of New York $14,000,000 23.3%
Chase Manhattan Bank $13,900,000 23.1%
Citibank, N.A. $13,300,000 22.1%
State Street Bank
and Trust Company $15,000,000 25.0%
CLASS A SERIES 1998-1
FLOATING RATE ASSET
BACKED CERTIFICATES:
Bank of New York $55,000,000 6.7%
Bankers Trust Company $148,750,000 18.0%
Boston Safe Deposit
and Trust Company $137,000,000 16.6%
Chase Manhattan Bank $210,800,000 25.6%
Citibank, N.A. $195,000,000 23.6%
CLASS B SERIES 1998-1
FLOATING RATE ASSET
BACKED CERTIFICATES:
Bankers Trust Company $68,000,000 85.0%
Citibank, N.A. $12,000,000 15.0%
</TABLE>
- 6 -
<PAGE>
<TABLE>
<CAPTION>
Principal Amount
Name of Certificates Percent of Class
---- ---------------- ----------------
<S> <C> <C>
CLASS A SERIES 1999-1
5.60% ASSET BACKED
CERTIFICATES:
Bank of New York $46,675,000 5.4%
Bankers Trust Company $135,650,000 15.7%
Bank One Trust Company,
N.A./Public Employee
Retirement $55,000,000 6.4%
Chase Manhattan Bank $209,515,000 24.2%
CLASS B SERIES 1999-1
5.85% ASSET BACKED
CERTIFICATES:
Chase Manhattan Bank $18,000,000 30.0%
First Union National
Bank $25,000,000 41.7%
State Street Bank
and Trust Company $14,500,000 24.2%
CLASS A SERIES 1999-2
5.95% ASSET BACKED
CERTIFICATES:
Bank of New York $45,650,000 10.6%
Bankers Trust Company $69,432,000 16.1%
Boston Safe Deposit
and Trust Company $65,670,000 15.2%
State Street Bank
Trust Custody $22,000,000 5.1%
State Street Bank
and Trust Company $164,574,000 38.1%
CLASS B SERIES 1999-2
6.10% ASSET BACKED
CERTIFICATES:
Bank of New York $9,800,000 32.7%
Brown Brothers
Harriman & Co. $4,200,000 14.0%
Chase Manhattan Bank $16,000,000 53.3%
</TABLE>
- 7 -
<PAGE>
<TABLE>
<CAPTION>
Principal Amount
Name of Certificates Percent of Class
---- ---------------- ----------------
<S> <C> <C>
CLASS A SERIES 1999-3
FLOATING RATE ASSET
BACKED CERTIFICATES:
Bankers Trust Company $470,000,000 56.9%
Boston Safe Deposit
and Trust Company $80,000,000 9.7%
Citibank, N.A. $50,000,000 6.1%
State Street Bank
and Trust Company $192,000,000 23.3%
CLASS B SERIES 1999-3
FLOATING RATE ASSET
BACKED CERTIFICATES:
Bankers Trust Company $45,000,000 56.2%
Bank One Trust Company,
N.A. $25,000,000 31.3%
Chase Manhattan Bank $10,000,000 12.5%
CLASS A SERIES 1999-4
FLOATING RATE ASSET
BACKED CERTIFICATES:
Bank of New York $32,500,000 7.9%
Boston Safe Deposit
and Trust Company $72,500,000 17.6%
Chase Manhattan Bank $61,850,000 15.0%
Chase Manhattan Bank/
Broker & Dealer
Clearance Dept. $22,000,000 5.3%
Deutsche Bank
Securities Inc. $40,000,000 9.7%
The Northern Trust
Company $127,000,000 30.8%
CLASS B SERIES 1999-4
FLOATING RATE ASSET
BACKED CERTIFICATES:
Bank One Trust Company,
N.A. $30,000,000 75.0%
Chase Manhattan Bank $10,000,000 25.0%
</TABLE>
- 8 -
<PAGE>
<TABLE>
<CAPTION>
Principal Amount
Name of Certificates Percent of Class
---- ---------------- ----------------
<S> <C> <C>
CLASS A SERIES 1999-5
FLOATING RATE ASSET
BACKED CERTIFICATES:
Chase Manhattan Bank $36,000,000 8.7%
Citibank, N.A. $66,600,000 16.1%
Investors Bank and
Trust/M.F. Custody $25,000,000 6.1%
State Street Bank
and Trust Company $258,000,000 62.5%
CLASS B SERIES 1999-5
FLOATING RATE ASSET
BACKED CERTIFICATES:
Chase Manhattan Bank $20,000,000 50.0%
Fuji Bank and Trust
Company $20,000,000 50.0%
CLASS A SERIES 1999-6
FLOATING RATE ASSET
BACKED CERTIFICATES:
Bankers Trust Company $24,000,000 5.8%
Brown Brothers
Harriman & Co. $22,100,000 5.4%
Citibank, N.A. $90,000,000 21.8%
Deutsche Bank A.G.,
New York Branch $42,000,000 10.2%
The Northern Trust
Company $130,000,000 31.5%
State Street Bank
and Trust Company $61,000,000 14.8%
CLASS B SERIES 1999-6
FLOATING RATE ASSET
BACKED CERTIFICATES:
Chase Manhattan Bank $15,000,000 37.5%
Citibank, N.A. $25,000,000 62.5%
</TABLE>
- 9 -
<PAGE>
The address of each of the above participants is:
c/o The Depository Trust Company
55 Water Street
New York, New York 10041
(b) Not applicable.
(c) Not applicable.
Item 13. Certain Relationships and Related Transactions.
The Bank of New York acts as Trustee under the Agreement.
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 since
March 31, 1999:
1. Form 8-K, dated April 12, 1999, attaching the Series Term
Sheet, dated April 12, 1999, setting forth the proposed
issuance of the Class A 5.60% Asset Backed Certificates and
the Class B 5.85% Asset Backed Certificates of the American
Express Credit Account Master Trust, Series 1999-1.
2. Form 8-K, dated April 15, 1999, attaching the Monthly
Servicer's Certificate for the due period February 25, 1999
through March 26, 1999.
3. Form 8-K, dated May 17, 1999, attaching the Monthly
Servicer's Certificate for the due period March 27, 1999
through April 25, 1999.
4. Form 8-K, dated June 15, 1999, attaching the Monthly
Servicer's Certificate for the due period April 26, 1999
through May 25, 1999.
5. Form 8-K, dated July 15, 1999, attaching the Monthly
Servicer's Certificate for the due period May 26, 1999
through June 25, 1999.
6. Form 8-K, dated August 2, 1999, attaching the Series Term
Sheet, dated August 2, 1999, setting forth the proposed
issuance of the Class A Floating Rate Asset Backed
Certificates and the Class B Floating Rate Asset Backed
Certificates of the American Express Credit Account Master
Trust, Series 1999-4.
7. Form 8-K, dated August 2, 1999, attaching the Series Term
Sheet, dated August 2, 1999, setting forth the proposed
issuance of the Class A Floating Rate Asset Backed
Certificates and the Class B Floating Rate Asset Backed
Certificates of the American Express Credit Account Master
Trust, Series 1999-5.
- 10 -
<PAGE>
8. Form 8-K, dated August 16, 1999, attaching the Monthly
Servicer's Certificate for the due period June 26, 1999
through July 25, 1999.
9. Form 8-K, dated September 1, 1999, attaching Assignment No.
3 of Receivables in Additional Accounts, dated as of
September 13, 1999, among American Express Centurion Bank,
American Express Receivables Financing Corporation II and
The Bank of New York, and also attaching the Supplemental
Conveyance, dated as of September 13, 1999, between American
Express Receivables Financing Corporation II and American
Express Credit Corporation.
10. Form 8-K, dated September 7, 1999, attaching the Series Term
Sheet, dated September 7, 1999, setting forth the proposed
issuance of the Class A Floating Rate Asset Backed
Certificates and the Class B Floating Rate Asset Backed
Certificates of the American Express Credit Account Master
Trust, Series 1999-6.
11. Form 8-K, dated September 15, 1999, attaching the Monthly
Servicer's Certificate for the due period July 26, 1999
through August 24, 1999.
12. Form 8-K, dated October 15, 1999, attaching the Monthly
Servicer's Certificate for the due period August 25, 1999
through September 24, 1999.
13. Form 8-K, dated November 15, 1999, attaching the Monthly
Servicer's Certificate for the due period September 24, 1999
through October 24, 1999.
14. Form 8-K, dated December 15, 1999, attaching the Monthly
Servicer's Certificate for the due period October 25, 1999
through November 24, 1999.
15. Form 8-K, dated January 18, 2000, attaching the Monthly
Servicer's Certificate for the due period November 25, 1999
through December 24, 1999.
16. Form 8-K, dated February 2, 2000, attaching the Series Term
Sheet, dated February 2, 2000, setting forth the proposed
issuance of the Class A 7.20% Asset Backed Certificates and
the Class B 7.40% Asset Backed Certificates of the American
Express Credit Account Master Trust, Series 2000-1, and also
attaching the Series Term Sheet, dated February 2, 2000,
setting forth the proposed issuance of the Class A
Floating Rate Asset Backed Certificates and the Class B
Floating Rate Asset Backed Certificates of the American
Express Credit Account Master Trust, Series 2000-2.
17. Form 8-K, dated February 15, 2000, attaching the Monthly
Servicer's Certificate for the due period December 25, 1999
through January 25, 2000.
18. Form 8 -K, dated February 16, 2000, attaching the Series
2000-1 Supplement, dated as of February 16, 2000,
supplementing the Pooling and Servicing Agreement dated as
of May 16, 1996, and also attaching the Series 2000-2
Supplement, dated as of February 16, 2000, supplementing the
Pooling and Servicing Agreement dated as of May 16, 1996.
19. Form 8-K, dated March 15, 2000, attaching the Monthly
Servicer's Certificate for the due period January 26, 2000
through February 24, 2000.
(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).
- 11 -
<PAGE>
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).
4.4 Series 1997-1 Supplement to the Pooling and Servicing
Agreement, dated as of August 28, 1997 (incorporated by
reference to Exhibit 4.2 of Form 8A-12G dated September 16,
1997, File Nos. 000-20787-01 and 000-20787-00).
4.5 Assignment No. 1 of Receivables in Additional Accounts,
dated as of August 7, 1997, by and among American Express
Centurion Bank and American Express Receivables Financing
Corporation II, as transferors, and The Bank of New York, as
trustee (incorporated by reference to Exhibit 20.2 of Form
8-K dated August 15, 1997, File Nos. 000-20787-01 and
000-20787-00).
4.6 Supplemental Conveyance No. 1, dated as of August 7, 1997,
by and between American Express Credit Corporation as
seller, and American Express Receivables Financing
Corporation II, as purchaser (incorporated by reference to
Exhibit 20.3 of Form 8-K dated August 15, 1997, File Nos.
000-20787-01 and 000-20787-00).
4.7 Series 1998-1 Supplement to the Pooling and Servicing
Agreement, dated as of June 23, 1998 (incorporated by
reference to Exhibit 4.1 of Form 8-K dated July 15, 1998,
File Nos. 000-20787-01 and 000-20787-00).
4.8 Series 1999-1 Supplement to the Pooling and Servicing
Agreement, dated as of April 21, 1999 (incorporated by
reference to Exhibit 4.2 of Form 8A-12G dated April 21,
1999, File Nos. 000-20787-01 and 000-20787-00).
4.9 Series 1999-2 Supplement to the Pooling and Servicing
Agreement, dated as of May 19, 1999 (incorporated by
reference to Exhibit 4.2 of Form 8A-12G dated May 19, 1999,
File Nos. 000-20787-01 and 000-20787-00).
4.10 Series 1999-3 Supplement to the Pooling and Servicing
Agreement, dated as of May 19, 1999 (incorporated by
reference to Exhibit 4.3 of Form 8A-12G dated May 19, 1999,
File Nos. 000-20787-01 and 000-20787-00).
4.11 Series 1999-4 Supplement to the Pooling and Servicing
Agreement, dated as of August 17, 1999 (incorporated by
reference to Exhibit 4.2 of Form 8A-12G dated August 17,
1999, File Nos. 000-20787-01 and 000-20787-00).
4.12 Series 1999-5 Supplement to the Pooling and Servicing
Agreement, dated as of August 17, 1999 (incorporated by
reference to Exhibit 4.3 of Form 8A-12G dated August 17,
1999, File Nos. 000-20787-01 and 000-20787-00).
4.13 Assignment No. 3 of Receivables in Additional Accounts,
dated as of September 13, 1999, by and among American
Express Centurion Bank and American Express Receivables
Financing Corporation II, as transferors, and The Bank of
New York, as trustee (incorporated by reference to Exhibit
99.1 of Form 8-K dated September 1, 1999 (File Nos.
000-20787-01 and 000-20787-00).
4.14 Supplemental Conveyance, dated as of September 13, 1999, by
and between American Express Credit Corporation, as seller,
and American Express Receivables Financing Corporation II,
as purchaser (incorporated by reference to Exhibit 99.2 of
Form 8-K dated September 1, 1999 (File Nos. 000-20787-01 and
000-20787-00).
4.15 Series 1999-6 Supplement to the Pooling and Servicing
Agreement, dated as of September 16, 1999 (incorporated by
reference to Exhibit 4.2 of Form 8A-12G dated September 16,
1999, File Nos. 000-20787-01 and 000-20787-00).
- 12 -
<PAGE>
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.
- 13 -
<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/ Rhonda Halpern
-------------------------------------
Rhonda Halpern
Chief Financial Officer,
Treasurer and Chief Compliance 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
*
- ------------------------
Frank L. Skillern Director and Chairman
*
- ------------------------
David E. Poulsen Director, President and
Chief Executive Officer
*
- ------------------------
Gilbert E. Ahye Director
- ------------------------
Maria J. Garciaz Director
*
- ------------------------
Ash Gupta Director
- ------------------------
Peter A. Lefferts Director
*
- ------------------------
Raymond F. Pettit Director
*
- ------------------------
Roslyn M. Watson Director
*
- ------------------------
James F. Welch Director
*By: /s/ Robert D. Kraus
-------------------
Robert D. Kraus
Attorney-in-Fact
Dated: March 29, 2000
- 14 -
<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 RECEIVABLES FINANCING CORPORATION II
Co-originator of the Trust and Registrant
By: /s/ Leslie R. Scharfstein
-------------------------------------
Leslie R. Scharfstein
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons in the capacities
indicated.
Signature Title
*
- ---------------------------
John D. Koslow Director
*
- ----------------------------
Donald J. Puglisi Director
*
- ----------------------------
Jay B. Stevelman Director
*
- ----------------------------
Leslie R. Scharfstein President
(Principal Executive Officer)
*
- ----------------------------
Ellen J. Casey Vice President and Treasurer
(Principal Finance Officer and
Principal Accounting Officer)
*By: /s/ Leslie R. Scharfstein
--------------------------
Leslie R. Scharfstein
Attorney-in-Fact
Dated: March 29, 2000
- 15 -
<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).
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).
4.4 Series 1997-1 Supplement to the Pooling and Servicing Agreement, dated as
of August 28, 1997 (incorporated by reference to Exhibit 4.2 of Form
8A-12G dated September 16, 1997, File Nos. 000-20787-01 and 000-20787-00).
4.5 Assignment No. 1 of Receivables in Additional Accounts, dated as of August
7, 1997, by and among American Express Centurion Bank and American Express
Receivables Financing Corporation II, as transferors, and The Bank of New
York, as trustee (incorporated by reference to Exhibit 20.2 of Form 8-K
dated August 15, 1997, File Nos. 000-20787-01 and 000-20787-00).
4.6 Supplemental Conveyance No. 1, dated as of August 7, 1997, by and between
American Express Credit Corporation as seller, and American Express
Receivables Financing Corporation II, as purchaser (incorporated by
reference to Exhibit 20.3 of Form 8-K dated August 15, 1997, File Nos.
000-20787-01 and 000-20787-00).
4.7 Series 1998-1 Supplement to the Pooling and Servicing Agreement, dated as
of June 23, 1998 (incorporated by reference to Exhibit 4.1 of Form 8-K
dated July 15, 1998, File Nos. 000-20787-01 and 000-20787-00).
4.8 Series 1999-1 Supplement to the Pooling and Servicing Agreement, dated as
of April 21, 1999 (incorporated by reference to Exhibit 4.2 of Form 8A-12G
dated April 21, 1999, File Nos. 000-20787-01 and 000-20787-00).
4.9 Series 1999-2 Supplement to the Pooling and Servicing Agreement, dated as
of May 19, 1999 (incorporated by reference to Exhibit 4.2 of Form 8A-12G
dated May 19, 1999, File Nos. 000-20787-01 and 000-20787-00).
4.10 Series 1999-3 Supplement to the Pooling and Servicing Agreement, dated as
of May 19, 1999 (incorporated by reference to Exhibit 4.3 of Form 8A-12G
dated May 19, 1999, File Nos. 000-20787-01 and 000-20787-00).
4.11 Series 1999-4 Supplement to the Pooling and Servicing Agreement, dated as
of August 17, 1999 (incorporated by reference to Exhibit 4.2 of Form
8A-12G dated August 17, 1999, File Nos. 000-20787-01 and 000-20787-00).
4.12 Series 1999-5 Supplement to the Pooling and Servicing Agreement, dated as
of August 17, 1999 (incorporated by reference to Exhibit 4.3 of Form
8A-12G dated August 17, 1999, File Nos. 000-20787-01 and 000-20787-00).
4.13 Assignment No. 3 of Receivables in Additional Accounts, dated as of
September 13, 1999, by and among American Express Centurion Bank and
American Express Receivables Financing Corporation II, as transferors, and
The Bank of New York, as trustee (incorporated by reference to Exhibit
99.1 of Form 8-K dated September 1, 1999 (File Nos. 000-20787-01 and
000-20787-00).
- 16 -
<PAGE>
4.14 Supplemental Conveyance, dated as of September 13, 1999, by and between
American Express Credit Corporation, as seller, and American Express
Receivables Financing Corporation II, as purchaser (incorporated by
reference to Exhibit 99.2 of Form 8-K dated September 1, 1999 (File Nos.
000-20787-01 and 000-20787-00).
4.15 Series 1999-6 Supplement to the Pooling and Servicing Agreement, dated as
of September 16, 1999 (incorporated by reference to Exhibit 4.2 of Form
8A-12G dated September 16, 1999, File Nos. 000-20787-01 and 000-20787-00).
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.
- 17 -
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
Rhonda Halpern, 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 Credit
Account Master Trust; all filings and reports required under the Securities
Exchange Act of 1934, including Current Reports on Form 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 29th day of March 2000.
AMERICAN EXPRESS CENTURION BANK
By: /s/ Frank L. Skillern
----------------------------
Frank L. Skillern
Chairman
ATTEST:
/s/ Robert D. Kraus
- -------------------------
Robert D. Kraus
Assistant Secretary
<PAGE>
/s/ Frank L. Skillern
- -------------------------
Frank L. Skillern
Director and Chairman
/s/ David E. Poulsen
- --------------------------
David E. Poulsen
Director, President and Chief Executive Officer
/s/ Gilbert E. Ahye
- --------------------------
Gilbert E. Ahye
Director
- --------------------------
Maria J. Garciaz
Director
/s/ Ash Gupta
- --------------------------
Ash Gupta
Director
- --------------------------
Peter A. Lefferts
Director
/s/ Raymond F. Pettit
- --------------------------
Raymond F. Pettit
Director
/s/ Roslyn M. Watson
- --------------------------
Roslyn M. Watson
Director
/s/ James F. Welch
- --------------------------
James F. Welch
Director
<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 Credit Account Master Trust; all filings and
reports required under the Securities Exchange Act of 1934 including Current
Reports on Form 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 29th
day of March 2000.
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION II
By: /s/ Leslie R. Scharfstein
--------------------------
Leslie R. Scharfstein
President
ATTEST:
/s/ Michael Kuchs
- ----------------------------
Michael Kuchs
Secretary
<PAGE>
/s/ John D. Koslow
- ----------------------------
John D. Koslow
Director
/s/ Donald J. Puglisi
- -----------------------------
Donald J. Puglisi
Director
/s/ Jay B. Stevelman
- -----------------------------
Jay B. Stevelman
Director
/s/ Leslie R. Scharfstein
- -----------------------------
Leslie R. Scharfstein
President
(Principal Executive Officer)
/s/ Ellen J. Casey
- -----------------------------
Ellen J. Casey
Vice President and Treasurer
(Principal Finance Officer and
Principal Accounting Officer)
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"), by and among TRS, as Servicer, American Express
Centurion Bank, a Utah banking institution, and American Express Receivables
Financing Corporation II, each as Transferor, and The Bank of New York, as
trustee (the "Trustee"), does hereby certify to the best of his knowledge after
reasonable investigation that:
1. TRS is as of the date hereof the Servicer under the Agreement.
Capitalized terms used in this Certificate have their respective meanings set
forth in the Agreement.
2. The undersigned 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, 1999 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, 1999,
which sets 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 27th day of March, 2000.
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC., as Servicer
By: /s/ Lawrence Fazzari
--------------------------------
Name: Lawrence Fazzari
Title: Vice President - Business Results
<PAGE>
EXHIBIT 99.2
REPORT OF INDEPENDENT ACCOUNTANTS
American Express Travel Related Services Company, Inc.
3 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
3 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 audited in accordance with auditing standards generally accepted in
the United States the consolidated balance sheet of American Express Travel
Related Services Company, Inc. (the "Company") as of December 31, 1999, and the
related consolidated statements of income, shareholder's equity, and cash flows
for the year then ended, and have issued our report thereon dated February 3,
2000.
In connection with our audit, nothing came to our attention that caused us to
believe that the Company failed to comply with the terms, covenants, provisions,
or conditions of Articles III and IV and Section 8.08 of the Master Pooling and
Servicing Agreement, dated as of May 16, 1996, as amended and supplemented by
the Series' 1996-1, 1997-1, 1998-1, Series 1999-1, Series 1999-2, Series 1999-3,
Series 1999-4, Series 1999-5, and Series 1999-6 Supplements (together the
"Agreement"), among the Company, as Servicer, American Express Receivables
Financing Corporation II ("RFCII") and American Express Centurion Bank
("Centurion"), as Transferors, and The Bank of New York ("BONY"), as Trustee on
behalf of the Certificateholders of the Trust, insofar as they relate to
accounting matters. However, our audit is not directed primarily toward
obtaining knowledge of such noncompliance. Also, it should be understood that we
make no representations as to questions of legal interpretation.
<PAGE>
This report is intended solely for the information and use of the Company,
RFC II, Centurion, BONY, Moody's Investors Services and Standard & Poor's
Corporation and is not intended to be and should not be used by anyone other
than these specified parties. 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 RFCII on behalf of the Trust, and its distribution is not
limited.
/s/ Ernst & Young LLP
March 15, 2000
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
American Express Travel Related Services Company, Inc.
3 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
3 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 (the "Trust") that are effective, as of December 31,
1999, 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 by the Series' 1996-1, 1997-1, 1998-1, 1999-1, 1999-2, 1999-3,
1999-4, 1999-5 and 1999-6 Supplements (together the "Agreement"), among TRS as
Servicer, American Express Receivables Financing Corporation II ("RFCII") and
American Express Centurion Bank ("Centurion") 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").
<PAGE>
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 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, 1999, 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 Agreement between TRS as Servicer,
Centurion and RFCII 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, RFCII and Centurion as Transferors,
and The Bank of New York as Trustee on behalf of the Certificateholders of the
Trust, and is not intended to be and should not be used by anyone other than
these specified parties. 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 RFCII on behalf of the Trust, and its distribution is not limited.
/s/ Ernst & Young LLP
March 15, 2000
<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 TRS' 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, 1997-1, 1998-1, 1999-1, 1999-2, 1999-3, 1999-4, 1999-5 and 1999-6
Supplements (together the "Agreement"), among TRS as Servicer, American Express
Receivables Financing Corporation II ("RFCII") and American Express Centurion
Bank ("Centurion") 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:
o Funds collected are appropriately allocated to the Trust in accordance with
the Agreements.
o The addition of Accounts to the Trust are authorized in accordance with the
Agreements.
<PAGE>
o The removal of Accounts from the Trust are authorized in accordance with
the Agreements.
o Trust assets amortizing out of the Trust are calculated in accordance with
the Agreements.
o Daily records as specified in the Agreements are maintained and are
available for inspection by the Trustee upon request.
o Monthly Servicer's Certificates are prepared and contain the required
information in accordance with the Agreements.
o 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.
o On an annual basis, the Servicer will deliver to the Trustee an Annual
Servicer's Certificate.
o 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, 1999, 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, RFCII and Centurion
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.
Pooling and Servicing Agreement Compliance
- ------------------------------------------
TRS is responsible for complying with the Agreement. TRS assessed its
compliance, as of December 31, 1999 and for the compliance period then ended,
with the relevant covenants and conditions identified in the Agreement. Based
upon this assessment and the delivery of the independent accountant's letters
pursuant to Section 3.06 (a) and (b) of the Agreement, TRS was in compliance, as
of December 31, 1999 and for the compliance period then ended, with the relevant
covenants and conditions identified in the Agreement. In addition, TRS did not
identify any instances of noncompliance in performing the assessment.
March 15, 2000
<PAGE>
American Express Travel Related Services Company, Inc. by:
/s/ Maureen B. Tart-Bezer
---------------------------
Maureen B. Tart-Bezer
Senior Vice President & Chief Financial Officer, TRS
/s/ Bill Taylor
---------------------------
Bill Taylor
Senior Vice President & Chief Financial Officer, CCSG Finance
/s/ Lawrence Fazzari
---------------------------
Lawrence Fazzari
Vice President, CCSG Business Results
<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, 1997-1, 1998-1, 1999-1, 1999-2, 1999-3, 1999-4, 1999-5, 1999-6
FOR THE PERIOD DECEMBER 26, 1998 THROUGH DECEMBER 24, 1999
--------------------------------------------
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, 1997-1,
1998-1, 1999-1, 1999-2, 1999-3, 1999-4, 1999-5 and 1999-6 Supplements (the
"Series Supplements"), 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 Supplements, 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 Supplements and contains information with respect to the Trust aggregated
for the period December 26, 1998 through December 24, 1999 (the end of the last
monthly period of the Trust in 1999.)
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Certificate this 29th day of March, 2000.
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC., as Servicer
By: /s/ Lawrence Fazzari
--------------------------------
Name: Lawrence Fazzari
Title: Vice President
Business Results
<PAGE>
<TABLE>
ACTIVITY AGGREGATE FOR THE PERIOD DECEMBER 26, 1998 THROUGH DECEMBER 24, 1999
<CAPTION>
A. Trust Activity Trust Totals
- ----------------- ------------
<S> <C> <C> <C> <C>
Balances at December 26, 1998
Principal Receivable Balance (Restated for Jan addition) 7,587,159,879
Special Funding Account Balance 0
Total Principal Balance 7,587,159,879
Aggregate Finance Charge Collections 1,396,991,610
(excluding Discount Option & Recoveries)
Discount Percentage 2.00%
Discount Option Receivables Collections 181,018,700
Premium Option Receivables Collections 0
Recoveries 92,873,379
Total Collections of Finance Charge Receivables 1,670,883,688
Total Collections of Principal Receivables 8,869,916,288
Defaulted amount 529,574,660
New Principal Receivables 10,465,176,249
Additions 1,651,911,746
Balances at December 24, 1999
Principal Receivables Balance 10,304,756,926
Required Minimum Principal Balance 7,490,000,000
Transferor Amount 3,304,756,926
Special Funding Account Balance 0
Total Principal Balance 10,304,756,926
B. Series Allocations Series 1996-1 Series 1997-1 Series 1998-1 Series 1999-1
- --------------------- ------------- ------------- ------------- -------------
Group Number 1 1 2 1
Invested Amount 1,000,000,000 1,000,000,000 1,000,000,000 1,000,000,000
Adjusted Invested Amount 1,000,000,000 1,000,000,000 1,000,000,000 1,000,000,000
Principal Funding Account Balance 0 0 0 0
Series Required Transferor Amount 70,000,000 70,000,000 70,000,000 70,000,000
Series Allocation Percentage at 12/24/99 14.29% 14.29% 14.29% 14.29%
Series Alloc. Finance Charge Collections 342,780,803 342,780,803 342,780,803 212,436,314
Series Allocable Recoveries 19,086,918 19,086,918 19,086,918 12,089,744
Series Alloc. Principal Collections 1,804,337,559 1,804,337,559 1,804,337,559 1,135,241,658
Series Allocable Defaulted Amount 110,031,315 110,031,315 110,031,315 66,753,969
B. Series Allocations Series 1999-2 Series 1999-3 Series 1999-4 Series 1999-5
- --------------------- ------------- ------------- ------------- -------------
Group Number 1 2 2 2
Invested Amount 500,000,000 1,000,000,000 500,000,000 500,000,000
Adjusted Invested Amount 500,000,000 1,000,000,000 500,000,000 500,000,000
Principal Funding Account Balance 0 0 0 0
Series Required Transferor Amount 35,000,000 70,000,000 35,000,000 35,000,000
Series Allocation Percentage at 12/24/99 7.14% 14.29% 7.14% 7.14%
Series Alloc. Finance Charge Collections 90,601,992 181,203,985 56,000,193 56,000,193
Series Allocable Recoveries 5,172,960 10,345,919 2,842,765 2,842,765
Series Alloc. Principal Collections 486,857,455 973,714,911 304,605,267 304,605,267
Series Allocable Defaulted Amount 28,101,886 56,203,772 17,134,738 17,134,738
B. Series Allocations Series 1999-6 Trust Total
- ---------------------- ------------- -----------
Group Number 2
Invested Amount 500,000,000 7,000,000,000
Adjusted Invested Amount 500,000,000 7,000,000,000
Principal Funding Account Balance 0 0
Series Required Transferor Amount 35,000,000 490,000,000
Series Allocation Percentage at 12/24/99 7.14% 100%
Series Alloc. Finance Charge Collections 46,298,602 1,670,883,688
Series Allocable Recoveries 2,318,474 92,873,379
Series Alloc. Principal Collections 251,879,055 8,869,916,288
Series Allocable Defaulted Amount 14,151,611 529,574,660
</TABLE>
- 2 -
<PAGE>
<TABLE>
ACTIVITY AGGREGATE FOR THE PERIOD DECEMBER 26, 1998 THROUGH DECEMBER 24, 1999
C. Group Allocations
- --------------------
<CAPTION>
1. Group 1 Allocations Series 1996-1 Series 1997-1 Series 1999-1 Series 1999-2 Group 1 Total
- ---------------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Investor Finance Charge Collections 202,791,201 202,791,201 150,856,121 66,903,433 623,341,956
Investor Monthly Interest 67,318,213 63,599,046 41,897,056 19,733,883 192,548,198
Investor Default Amount 64,513,238 64,513,238 47,271,098 20,755,953 197,053,528
Investor Monthly Fees 20,000,000 20,000,000 15,000,000 6,666,667 61,666,667
Investor Additional Amounts 0 0 0 0 0
Total 151,831,451 148,112,284 104,168,154 47,156,503 451,268,392
Reallocated Investor Finance Charge Collections NA NA NA NA NA
Available Excess 50,959,750 54,678,917 46,687,966 19,746,931 172,073,564
2. Group 2 Allocations Series 1998-1 Series 1999-3 Series 1999-4 Series 1999-5 Series 1999-6
- ---------------------- ------------- ------------- ------------- ------------- -------------
Investor Finance Charge Collections 202,791,201 133,806,867 41,420,318 41,420,318 33,139,979
Investor Monthly Interest 55,166,723 38,093,314 12,530,651 12,684,758 10,287,033
Investor Default Amount 64,513,238 41,511,906 12,678,691 12,678,691 10,132,583
Investor Monthly Fees 20,000,000 13,333,333 4,166,667 4,166,667 3,333,333
Investor Additional Amounts 0 0 0 0 0
Total 139,679,961 92,938,553 29,376,009 29,530,116 23,752,949
Reallocated Investor Finance Charge Collections NA NA NA NA NA
Available Excess 63,111,240 40,868,313 12,044,309 11,890,202 9,387,031
2. Group 2 Allocations Group 2 Total
- ---------------------- -------------
Investor Finance Charge Collections 452,578,684
Investor Monthly Interest 128,762,479
Investor Default Amount 141,515,110
Investor Monthly Fees 45,000,000
Investor Additional Amounts 0
Total 315,277,588
Reallocated Investor Finance Charge Collections NA
Available Excess 137,301,096
</TABLE>
- 3 -
<PAGE>
<TABLE>
ACTIVITY AGGREGATE FOR THE PERIOD DECEMBER 26, 1998 THROUGH DECEMBER 24, 1999
II. Series 1996-1 Certificates
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Series Total Investor Transferors
A. Investor/Transferor Allocations Allocations Interest Interest
- ---------------------------------- ----------- --------------- -----------
<S> <C> <C> <C> <C>
Invested /Transferor Amount at 12/26/98 2,529,053,293 1,000,000,000 1,529,053,293
Adjusted Invested Amount at 12/26/98 N/A 1,000,000,000 N/A
Collections of Finance Chg. Receivables 342,780,803 202,791,201 139,989,602
Collections of Principal Receivables 1,804,337,559 1,073,700,740 730,636,819
Defaulted Amount 110,031,315 64,513,238 45,518,077
Invested / Transferor Amounts at 12/24/99 1,472,108,132 1,000,000,000 472,108,132
- ----------------------------------------------------------------------------------------------------------------------------------
Collateral
B. Monthly Period Funding Requirements Class A Class B Interest Total
- -------------------------------------- ------- ------- ---------- -----
Monthly Interest Due 58,820,000 4,170,000 4,328,213 67,318,213
Investor Default Amount 55,803,951 3,870,794 4,838,493 64,513,238
Investor Monthly Fees Due 17,300,000 1,200,000 1,500,000 20,000,000
Investor Additional Amounts Due 0 0 0 0
Total Due 131,923,951 9,240,794 10,666,705 151,831,451
Reallocated Investor Finance Charge Collections NA
- ----------------------------------------------------------------------------------------------------------------------------------
Collateral
C. Certificates - Balances and Distributions Class A Class B Interest Total
- -------------------------------------------- ------- ------- ---------- -----
Certificates Balance at 12/26/98 865,000,000 60,000,000 75,000,000 1,000,000,000
Interest Distributions 58,820,000 4,170,000 4,328,213 67,318,213
Principal Deposits - Prin. Funding Account 0 0 0 0
Principal Distributions 0 0 0 0
Total Distributions 58,820,000 4,170,000 4,328,213 67,318,213
Certificates Balance at 12/24/99 865,000,000 60,000,000 75,000,000 1,000,000,000
</TABLE>
- 4 -
<PAGE>
D. Aggregate Distributions in respect of the Class A Certificates per $1,000
original certificate principal amount.
1. Total $ 68.00
2. Amount in respect of Class A Monthly Interest $ 68.00
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 $ 69.50
2. Amount in respect of Class B Monthly Interest $ 69.50
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 24,
1999.
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
- 5 -
<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: $ 4,328,212.52
2. Amount distributed in respect of Collateral
Monthly Interest: $ 4,328,212.52
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 24, 1999.
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
- 6 -
<PAGE>
<TABLE>
ACTIVITY AGGREGATE FOR THE PERIOD DECEMBER 26, 1998 THROUGH DECEMBER 24, 1999
III. Series 1997-1 Certificates
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Series Total Investor Transferors
A. Investor/Transferor Allocations Allocations Interest Interest
- ---------------------------------- ----------- --------------- -----------
<S> <C> <C> <C>
Invested /Transferor Amount at 12/26/98 2,529,053,293 1,000,000,000 1,529,053,293
Adjusted Invested Amount at 12/26/98 N/A 1,000,000,000 N/A
Collections of Finance Chg. Receivables 342,780,803 202,791,201 139,989,602
Collections of Principal Receivables 1,804,337,559 1,073,700,740 730,636,819
Defaulted Amount 110,031,315 64,513,238 45,518,077
Invested / Transferor Amounts at 12/24/99 1,472,108,132 1,000,000,000 472,108,132
- ----------------------------------------------------------------------------------------------------------------------------------
Collateral
B. Monthly Period Funding Requirements Class A Class B Interest Total
- -------------------------------------- ------- ------- ---------- -----
Monthly Interest Due 55,360,000 3,930,000 4,309,046 63,599,046
Investor Default Amount 55,803,951 3,870,794 4,838,493 64,513,238
Investor Monthly Fees Due 17,300,000 1,200,000 1,500,000 20,000,000
Investor Additional Amounts Due 0 0 0 0
Total Due 128,463,951 9,000,794 10,647,539 148,112,284
Reallocated Investor Finance Charge Collections NA
- ----------------------------------------------------------------------------------------------------------------------------------
Collateral
C. Certificates - Balances and Distributions Class A Class B Interest Total
- -------------------------------------------- ------- ------- ---------- -----
Certificates Balance at 12/26/98 865,000,000 60,000,000 75,000,000 1,000,000,000
Interest Distributions 55,360,000 3,930,000 4,309,046 63,599,046
Principal Deposits - Prin. Funding Account 0 0 0 0
Principal Distributions 0 0 0 0
Total Distributions 55,360,000 3,930,000 4,309,046 63,599,046
Certificates Balance at 12/24/99 865,000,000 60,000,000 75,000,000 1,000,000,000
</TABLE>
- 7 -
<PAGE>
D. Aggregate Distributions in respect of the Class A Certificates per $1,000
original certificate principal amount.
1. Total $ 64.00
2. Amount in respect of Class A Monthly Interest $ 64.00
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 $ 65.50
2. Amount in respect of Class B Monthly Interest $ 65.50
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 24,
1999.
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
- 8 -
<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: $ 4,309,045.86
2. Amount distributed in respect of Collateral
Monthly Interest: $ 4,309,045.86
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 24, 1999.
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 1997-1: 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 1997-1: $ 0.00
- 9 -
<PAGE>
<TABLE>
ACTIVITY AGGREGATE FOR THE PERIOD DECEMBER 26, 1998 THROUGH DECEMBER 24, 1999
IV. Series 1998-1 Certificates
- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Series Total Investor Transferors
A. Investor/Transferor Allocations Allocations Interest Interest
- ---------------------------------- ----------- --------------- -----------
<S> <C> <C> <C> <C>
Invested /Transferor Amount at 12/26/98 2,529,053,293 1,000,000,000 1,529,053,293
Adjusted Invested Amount at 12/26/98 N/A 1,000,000,000 N/A
Collections of Finance Chg. Receivables 342,780,803 202,791,201 139,989,602
Collections of Principal Receivables 1,804,337,559 1,073,700,740 730,636,819
Defaulted Amount 110,031,315 64,513,238 45,518,077
Invested / Transferor Amounts at 12/24/99 1,472,108,132 1,000,000,000 472,108,132
- ----------------------------------------------------------------------------------------------------------------------------------
Collateral
B. Monthly Period Funding Requirements Class A Class B Interest Total
- -------------------------------------- ------- ------- ---------- -----
Monthly Interest Due 44,996,004 4,494,093 5,676,625 55,166,723
Investor Default Amount 53,223,422 5,161,059 6,128,758 64,513,238
Investor Monthly Fees Due 16,500,000 1,600,000 1,900,000 20,000,000
Investor Additional Amounts Due 0 0 0 0
Total Due 114,719,426 11,255,152 13,705,382 139,679,961
Reallocated Investor Finance Charge Collections NA
- ----------------------------------------------------------------------------------------------------------------------------------
Collateral
C. Certificates - Balances and Distributions Class A Class B Interest Total
- -------------------------------------------- ------- ------- ---------- -----
Certificates Balance at 12/26/98 825,000,000 80,000,000 95,000,000 1,000,000,000
Interest Distributions 44,996,004 4,494,093 5,676,625 55,166,723
Principal Deposits - Prin. Funding Account 0 0 0 0
Principal Distributions 0 0 0 0
Total Distributions 44,996,004 4,494,093 5,676,625 55,166,723
Certificates Balance at 12/24/99 825,000,000 80,000,000 95,000,000 1,000,000,000
</TABLE>
- 10 -
<PAGE>
D. Aggregate Distributions in respect of the Class A Certificates per $1,000
original certificate principal amount.
1. Total $ 54.54
2. Amount in respect of Class A Monthly Interest $ 54.54
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 $ 56.18
2. Amount in respect of Class B Monthly Interest $ 56.18
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 24,
1999.
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
- 11 -
<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: $ 5,676,624.75
2. Amount distributed in respect of Collateral
Monthly Interest: $ 5,676,624.75
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 24, 1999.
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 1998-1: 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 1998-1: $ 0.00
- 12 -
<PAGE>
<TABLE>
ACTIVITY AGGREGATE FOR THE PERIOD DECEMBER 26, 1998 THROUGH DECEMBER 24, 1999
IV. Series 1999-1 Certificates
- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Series Total Investor Transferors
A. Investor/Transferor Allocations Allocations Interest Interest
- ---------------------------------- ----------- --------------- -----------
<S> <C> <C> <C> <C>
Invested /Transferor Amount at 12/26/98 0 0 0
Adjusted Invested Amount at 12/26/98 N/A 0 N/A
Collections of Finance Chg. Receivables 212,436,314 150,856,121 61,580,193
Collections of Principal Receivables 1,135,241,658 807,117,758 328,123,899
Defaulted Amount 66,753,969 47,271,098 19,482,871
Invested / Transferor Amounts at 12/24/99 1,472,108,132 1,000,000,000 472,108,132
- ----------------------------------------------------------------------------------------------------------------------------------
Collateral
B. Monthly Period Funding Requirements Class A Class B Interest Total
- -------------------------------------- ------- ------- ---------- -----
Monthly Interest Due 35,791,778 2,593,500 3,511,779 41,897,056
Investor Default Amount 40,889,500 2,836,266 3,545,332 47,271,098
Investor Monthly Fees Due 12,975,000 900,000 1,125,000 15,000,000
Investor Additional Amounts Due 0 0 0 0
Total Due 89,656,278 6,329,766 8,182,111 104,168,154
Reallocated Investor Finance Charge Collections NA
- ----------------------------------------------------------------------------------------------------------------------------------
Collateral
C. Certificates - Balances and Distributions Class A Class B Interest Total
- -------------------------------------------- ------- ------- ---------- -----
Certificates Balance at Issuance 865,000,000 60,000,000 75,000,000 1,000,000,000
Interest Distributions 35,791,778 2,593,500 3,511,779 41,897,056
Principal Deposits - Prin. Funding Account 0 0 0 0
Principal Distributions 0 0 0 0
Total Distributions 35,791,778 2,593,500 3,511,779 41,897,056
Certificates Balance at 12/24/99 865,000,000 60,000,000 75,000,000 1,000,000,000
</TABLE>
- 13 -
<PAGE>
D. Aggregate Distributions in respect of the Class A Certificates per $1,000
original certificate principal amount.
1. Total $ 41.38
2. Amount in respect of Class A Monthly Interest $ 41.38
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 $ 43.23
2. Amount in respect of Class B Monthly Interest $ 43.23
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 24,
1999.
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
- 14 -
<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: $ 3,511,778.65
2. Amount distributed in respect of Collateral
Monthly Interest: $ 3,511,778.65
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 24, 1999.
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 1999-1: 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 1999-1: $ 0.00
- 15 -
<PAGE>
<TABLE>
ACTIVITY AGGREGATE FOR THE PERIOD DECEMBER 26, 1998 THROUGH DECEMBER 24, 1999
IV. Series 1999-2 Certificates
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Series Total Investor Transferors
A. Investor/Transferor Allocations Allocations Interest Interest
- ---------------------------------- ----------- ------------- -----------
<S> <C> <C> <C>
Invested /Transferor Amount at 12/26/98 0 0 0
Adjusted Invested Amount at 12/26/98 N/A 0 N/A
Collections of Finance Chg. Receivables 90,601,992 66,903,433 23,698,559
Collections of Principal Receivables 486,857,455 359,471,380 127,386,075
Defaulted Amount 28,101,886 20,755,953 7,345,933
Invested / Transferor Amounts at 12/24/99 736,054,066 500,000,000 236,054,066
- ----------------------------------------------------------------------------------------------------------------------------------
Collateral
B. Monthly Period Funding Requirements Class A Class B Interest Total
- -------------------------------------- ------- ------- ---------- -----
Monthly Interest Due 16,941,385 1,204,750 1,587,747 19,733,883
Investor Default Amount 17,953,899 1,245,357 1,556,696 20,755,953
Investor Monthly Fees Due 5,766,667 400,000 500,000 6,666,667
Investor Additional Amounts Due 0 0 0 0
Total Due 40,661,951 2,850,107 3,644,444 47,156,503
Reallocated Investor Finance Charge Collections NA
- ----------------------------------------------------------------------------------------------------------------------------------
Collateral
C. Certificates - Balances and Distributions Class A Class B Interest Total
- -------------------------------------------- ------- ------- ---------- -----
Certificates Balance at Issuance 432,500,000 30,000,000 37,500,000 500,000,000
Interest Distributions 16,941,385 1,204,750 1,587,747 19,733,883
Principal Deposits - Prin. Funding Account 0 0 0 0
Principal Distributions 0 0 0 0
Total Distributions 16,941,385 1,204,750 1,587,747 19,733,883
Certificates Balance at 12/24/99 432,500,000 30,000,000 37,500,000 500,000,000
</TABLE>
- 16 -
<PAGE>
D. Aggregate Distributions in respect of the Class A Certificates per $1,000
original certificate principal amount.
1. Total $ 39.17
2. Amount in respect of Class A Monthly Interest $ 39.17
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 $ 40.16
2. Amount in respect of Class B Monthly Interest $ 40.16
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 24,
1999.
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
- 17 -
<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: $ 1,587,747.40
2. Amount distributed in respect of Collateral
Monthly Interest: $ 1,587,747.40
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 24, 1999.
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 1999-2: 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 1999-2: $ 0.00
- 18 -
<PAGE>
<TABLE>
ACTIVITY AGGREGATE FOR THE PERIOD DECEMBER 26, 1998 THROUGH DECEMBER 24, 1999
IV. Series 1999-3 Certificates
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Series Total Investor Transferors
A. Investor/Transferor Allocations Allocations Interest Interest
- ---------------------------------- ----------- --------------- -----------
<S> <C> <C> <C> <C>
Invested /Transferor Amount at 12/26/98 0 0 0
Adjusted Invested Amount at 12/26/98 N/A 0 N/A
Collections of Finance Chg. Receivables 181,203,985 133,806,867 47,397,118
Collections of Principal Receivables 973,714,911 718,942,761 254,772,150
Defaulted Amount 56,203,772 41,511,906 14,691,866
Invested / Transferor Amounts at 12/24/99 1,472,108,132 1,000,000,000 472,108,132
- ----------------------------------------------------------------------------------------------------------------------------------
Collateral
B. Monthly Period Funding Requirements Class A Class B Interest Total
- -------------------------------------- ------- ------- ---------- -----
Monthly Interest Due 30,960,359 3,110,661 4,022,293 38,093,314
Investor Default Amount 34,247,323 3,320,952 3,943,631 41,511,906
Investor Monthly Fees Due 11,000,000 1,066,667 1,266,667 13,333,333
Investor Additional Amounts Due 0 0 0 0
Total Due 76,207,682 7,498,280 9,232,591 92,938,553
Reallocated Investor Finance Charge Collections NA
- ----------------------------------------------------------------------------------------------------------------------------------
Collateral
C. Certificates - Balances and Distributions Class A Class B Interest Total
- -------------------------------------------- ------- ------- ---------- -----
Certificates Balance at Issuance 825,000,000 80,000,000 95,000,000 1,000,000,000
Interest Distributions 30,960,359 3,110,661 4,022,293 38,093,314
Principal Deposits - Prin. Funding Account 0 0 0 0
Principal Distributions 0 0 0 0
Total Distributions 30,960,359 3,110,661 4,022,293 38,093,314
Certificates Balance at 12/24/99 825,000,000 80,000,000 95,000,000 1,000,000,000
</TABLE>
- 19 -
<PAGE>
D. Aggregate Distributions in respect of the Class A Certificates per
$1,000 original certificate principal amount.
1. Total $ 37.53
2. Amount in respect of Class A Monthly Interest $ 37.53
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 $ 38.88
2. Amount in respect of Class B Monthly Interest $ 38.88
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 24,
1999.
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
- 20 -
<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: $ 4,022,293.40
2. Amount distributed in respect of Collateral
Monthly Interest: $ 4,022,293.40
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 24, 1999.
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 1999-3: 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 1999-3: $ 0.00
- 21-
<PAGE>
<TABLE>
ACTIVITY AGGREGATE FOR THE PERIOD DECEMBER 26, 1998 THROUGH DECEMBER 24, 1999
IV. Series 1999-4 Certificates
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Series Total Investor Transferors
A. Investor/Transferor Allocations Allocations Interest Interest
- ---------------------------------- ----------- --------------- -----------
<S> <C> <C> <C> <C>
Invested /Transferor Amount at 12/26/98 0 0 0
Adjusted Invested Amount at 12/26/98 N/A 0 N/A
Collections of Finance Chg. Receivables 56,000,193 41,420,318 14,579,874
Collections of Principal Receivables 304,605,267 225,269,574 79,335,693
Defaulted Amount 17,134,738 12,678,691 4,456,047
Invested / Transferor Amounts at 12/24/99 736,054,066 500,000,000 236,054,066
- ----------------------------------------------------------------------------------------------------------------------------------
Collateral
B. Monthly Period Funding Requirements Class A Class B Interest Total
- -------------------------------------- ------- ------ ---------- -----
Monthly Interest Due 10,196,885 1,031,567 1,302,199 12,530,651
Investor Default Amount 10,459,920 1,014,295 1,204,476 12,678,691
Investor Monthly Fees Due 3,437,500 333,333 395,833 4,166,667
Investor Additional Amounts Due 0 0 0 0
Total Due 24,094,306 2,379,195 2,902,508 29,376,009
Reallocated Investor Finance Charge Collections NA
- ----------------------------------------------------------------------------------------------------------------------------------
Collateral
C. Certificates - Balances and Distributions Class A Class B Interest Total
- -------------------------------------------- ------- ------- ---------- -----
Certificates Balance at Issuance 412,500,000 40,000,000 47,500,000 500,000,000
Interest Distributions 10,196,885 1,031,567 1,302,199 12,530,651
Principal Deposits - Prin. Funding Account 0 0 0 0
Principal Distributions 0 0 0 0
Total Distributions 10,196,885 1,031,567 1,302,199 12,530,651
Certificates Balance at 12/24/99 412,500,000 40,000,000 47,500,000 500,000,000
</TABLE>
- 22 -
<PAGE>
D. Aggregate Distributions in respect of the Class A Certificates per $1,000
original certificate principal amount.
1. Total $ 24.72
2. Amount in respect of Class A Monthly Interest $ 24.72
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 $ 25.79
2. Amount in respect of Class B Monthly Interest $ 25.79
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 24,
1999.
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
- 23 -
<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: $ 1,302,199.31
2. Amount distributed in respect of Collateral
Monthly Interest: $ 1,302,199.31
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 24, 1999.
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 1999-4: 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 1999-4: $ 0.00
- 24-
<PAGE>
<TABLE>
ACTIVITY AGGREGATE FOR THE PERIOD DECEMBER 26, 1998 THROUGH DECEMBER 24, 1999
IV. Series 1999-5 Certificates
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Series Total Investor Transferors
A. Investor/Transferor Allocations Allocations Interest Interest
- ---------------------------------- ----------- --------------- -----------
<S> <C> <C> <C> <C>
Invested /Transferor Amount at 12/26/98 0 0 0
Adjusted Invested Amount at 12/26/98 N/A 0 N/A
Collections of Finance Chg. Receivables 56,000,193 41,420,318 14,579,874
Collections of Principal Receivables 304,605,267 225,269,574 79,335,693
Defaulted Amount 17,134,738 12,678,691 4,456,047
Invested / Transferor Amounts at 12/24/99 736,054,066 500,000,000 236,054,066
- ----------------------------------------------------------------------------------------------------------------------------------
Collateral
B. Monthly Period Funding Requirements Class A Class B Interest Total
- -------------------------------------- ------- ------- ---------- -----
Monthly Interest Due 10,320,406 1,041,833 1,322,519 12,684,758
Investor Default Amount 10,459,920 1,014,295 1,204,476 12,678,691
Investor Monthly Fees Due 3,437,500 333,333 395,833 4,166,667
Investor Additional Amounts Due 0 0 0 0
Total Due 24,217,827 2,389,462 2,922,828 29,530,116
Reallocated Investor Finance Charge Collections NA
- ----------------------------------------------------------------------------------------------------------------------------------
Collateral
C. Certificates - Balances and Distributions Class A Class B Interest Total
- -------------------------------------------- ------- ------- ---------- -----
Certificates Balance at Issuance 412,500,000 40,000,000 47,500,000 500,000,000
Interest Distributions 10,320,406 1,041,833 1,322,519 12,684,758
Principal Deposits - Prin. Funding Account 0 0 0 0
Principal Distributions 0 0 0 0
Total Distributions 10,320,406 1,041,833 1,322,519 12,684,758
Certificates Balance at 12/24/99 412,500,000 40,000,000 47,500,000 500,000,000
</TABLE>
- 25 -
<PAGE>
D. Aggregate Distributions in respect of the Class A Certificates per $1,000
original certificate principal amount.
1. Total $ 25.02
2. Amount in respect of Class A Monthly Interest $ 25.02
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 $ 26.05
2. Amount in respect of Class B Monthly Interest $ 26.05
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 24,
1999.
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
- 26 -
<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: $ 1,322,518.75
2. Amount distributed in respect of Collateral
Monthly Interest: $ 1,322,518.75
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 24, 1999.
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 1999-5: 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 1999-5: $ 0.00
- 27 -
<PAGE>
<TABLE>
ACTIVITY AGGREGATE FOR THE PERIOD DECEMBER 26, 1998 THROUGH DECEMBER 24, 1999
IV. Series 1999-6 Certificates
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Series Total Investor Transferors
A. Investor/Transferor Allocations Allocations Interest Interest
- ---------------------------------- ----------- -------------- -----------
<S> <C> <C> <C> <C>
Invested /Transferor Amount at 12/26/98 0 0 0
Adjusted Invested Amount at 12/26/98 N/A 0 N/A
Collections of Finance Chg. Receivables 46,298,602 33,139,979 13,158,623
Collections of Principal Receivables 251,879,055 180,267,580 71,611,475
Defaulted Amount 14,151,611 10,132,583 4,019,028
Invested / Transferor Amounts at 12/24/99 736,054,066 500,000,000 236,054,066
- ----------------------------------------------------------------------------------------------------------------------------------
Collateral
B. Monthly Period Funding Requirements Class A Class B Interest Total
- -------------------------------------- ------- ------- ---------- -----
Monthly Interest Due 8,366,173 842,954 1,077,905 10,287,033
Investor Default Amount 8,359,381 810,607 962,595 10,132,583
Investor Monthly Fees Due 2,750,000 266,667 316,667 3,333,333
Investor Additional Amounts Due 0 0 0 0
Total Due 19,475,554 1,920,227 2,357,167 23,752,949
Reallocated Investor Finance Charge Collections NA
- ----------------------------------------------------------------------------------------------------------------------------------
Collateral
C. Certificates - Balances and Distributions Class A Class B Interest Total
- -------------------------------------------- ------- ------- ---------- -----
Certificates Balance at Issuance 412,500,000 40,000,000 47,500,000 500,000,000
Interest Distributions 8,366,173 842,954 1,077,905 10,287,033
Principal Deposits - Prin. Funding Account 0 0 0 0
Principal Distributions 0 0 0 0
Total Distributions 8,366,173 842,954 1,077,905 10,287,033
Certificates Balance at 12/24/99 412,500,000 40,000,000 47,500,000 500,000,000
</TABLE>
- 28 -
<PAGE>
D. Aggregate Distributions in respect of the Class A Certificates per $1,000
original certificate principal amount.
1. Total $ 20.28
2. Amount in respect of Class A Monthly Interest $ 20.28
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 $ 21.07
2. Amount in respect of Class B Monthly Interest $ 21.07
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 24,
1999.
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
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<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: $ 1,077,905.30
2. Amount distributed in respect of Collateral
Monthly Interest: $ 1,077,905.30
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 24, 1999.
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 1999-6: 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 1999-6: $ 0.00
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