UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):June 17, 2016
Commission File Number of Issuing Entity:000-20787-07
Central Index Key Number of Issuing Entity:0001003509
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
(Exact Name of Issuing Entity as Specified in its Charter)
Commission File Number of Depositor/Registrant: | Commission File Number of Depositor/Registrant: | Commission File Number of Depositor/Registrant: | ||
| 000-21424-04 | 333-113579-02 | 333-113579-01 | ||
Central Index Key Number of Depositor/Registrant: | Central Index Key Number of Depositor/Registrant: | Central Index Key Number of Depositor/Registrant: | ||
| 0000949349 | 0001283434 | 0001283435 | ||
| AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II | AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC | AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC | ||
(Exact Name of Depositor/Registrant as Specified in its Charter) | (Exact Name of Depositor/Registrant as Specified in its Charter) | (Exact Name of Depositor/Registrant as Specified in its Charter) | ||
| Delaware | 13-3854638 | Delaware | 20-0942395 | Delaware | 20-0942445 | |||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
200 Vesey Street 30th Floor, Room 505B New York, New York 10285 (212) 640-2357 | 4315 South 2700 West, Room 3020-3 Mail Stop 02-01-03 Salt Lake City, Utah 84184 (801) 945-5648 | 4315 South 2700 West, Room 1100 Mail Stop 02-01-46 Salt Lake City, Utah 84184 (801) 945-2068 | ||
| (Address, Including Zip Code, and Telephone Number, Including Area Code, of each Registrants’ Principal Executive Offices) | ||||
| N/A | N/A | N/A | ||
| (Former Name or Former Address, if Changed Since Last Report) | (Former Name or Former Address, if Changed Since Last Report) | (Former Name or Former Address, if Changed Since Last Report) | ||
Central Index Key Number of Sponsor: 0000949348 | Central Index Key Number of Sponsor: 0001647722 | |
| AMERICAN EXPRESS CENTURION BANK | AMERICAN EXPRESS BANK, FSB | |
| (Exact Name of Sponsor as Specified in its Charter) | (Exact Name of Sponsor as Specified in its Charter) | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 8.01. | Other Events. |
As previously disclosed, the U.S. co-branding arrangement between American Express and Costco Wholesale Corporation (“Costco”) has not been renewed, and, as a result, it became necessary to remove Costco co-branded receivables from the American Express Credit Account Master Trust (the “Master Trust”) in accordance with the terms of the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time (the “Agreement”), relating to the Master Trust.
On June 17, 2016, as permitted under Section 2.10 of the Agreement, and in connection with the removal of Costco co-branded receivables described above, American Express Receivables Financing Corporation IV LLC, as transferor (“RFC IV”), designated for removal from the Master Trust approximately 3.1 million accounts representing an aggregate amount of receivables of approximately $3.9 billion pursuant to Reassignment No. 2 of Receivables in Removed Accounts, dated as of June 17, 2016 (“Reassignment No. 2”), between RFC IV and The Bank of New York Mellon, as trustee. Reassignment No. 2 is attached hereto as Exhibit 99.01.
| Item 9.01. | Exhibits. |
The following are filed as Exhibits to this Report under Exhibit 99:
| Exhibit 99.01 | Reassignment No. 2 of Receivables in Removed Accounts, dated as of June 17, 2016. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| American Express Receivables Financing Corporation II, | ||||
| as Depositor of the Trust and Co-Registrant and as Depositor on behalf of the Trust | ||||
| By: | /s/ Anderson Y. Lee | |||
| Name: | Anderson Y. Lee | |||
| Title: | President | |||
| American Express Receivables Financing Corporation III LLC, | ||||
| as Depositor of the Trust and Co-Registrant and as Depositor on behalf of the Trust | ||||
| By: | /s/ Brady P. Bagley | |||
| Name: | Brady P. Bagley | |||
| Title: | Vice President and Treasurer | |||
| American Express Receivables Financing Corporation IV LLC, | ||||
| as Depositor of the Trust and Co-Registrant and as Depositor on behalf of the Trust | ||||
| By: | /s/ David L. Fabricant | |||
| Name: | David L. Fabricant | |||
| Title: | Vice President and Treasurer | |||
Date: June 20, 2016
EXHIBIT INDEX
Exhibit | Description | |
| Exhibit 99.01 | Reassignment No. 2 of Receivables in Removed Accounts, dated as of June 17, 2016. | |