American Express Issuance Trust II Inactive
Filed: 28 Mar 18, 12:00am
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-K/A
Amendment No. 1
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2017
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For transition period from to
AMERICAN EXPRESS ISSUANCE TRUST II
(Exact name of Issuing Entity as specified in its charter)
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION VIII LLC
(Exact name of Depositor as specified in its charter)
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.
(Exact name of Sponsor as specified in its charter)
Commission File Number of IssuingEntity: 333-185503-01
Central Index Key Number of Issuing Entity: 0001562914
Commission File Number ofDepositor: 333-185503
Central Index Key Number of Depositor: 0001562918
Central Index Key Number of Sponsor: 0001135317
| Delaware | Not Applicable | |
(State or other Jurisdiction of Incorporation or Organization of the Issuing Entity) | (I.R.S. Employer Identification Number of the Issuing Entity) | |
c/o Wilmington Trust Company 1100 North Market Street Wilmington, Delaware | 19890 | |
(Address of the Principal Executive Offices of the Issuing Entity) | (Zip Code of the Issuing Entity) | |
(302)636-6392
(Telephone Number, including area code
of the Issuing Entity,
c/o Wilmington Trust Company)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ NO ☒
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 ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ☐ NO ☐ [Rule 405 of RegulationS-T is not applicable.]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. YES ☐ NO ☐
Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Act). YES ☐ NO ☒
Registrant has no voting ornon-voting common equity outstanding held bynon-affiliates.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
EXPLANATORY NOTE
This Amendment No. 1 amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the Securities and Exchange Commission on March 26, 2018, and is being filed solely to correct an administrative error in the content of Exhibit 34.1 (Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with Servicing Criteria relating to American Express Travel Related Services Company, Inc.). In connection with the filing of this amendment, we have also (a) filed a new Exhibit 31.1 (Certification of David J. Hoberman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the period from and including January 1, 2017 to and including December 31, 2017) and (b) refiled Exhibit 33.1 (Report on Assessment of Compliance with Servicing Criteria of American Express Travel Related Services Company, Inc., American Express Centurion Bank and American Express Bank, FSB).
Other than as discussed above, this Form 10-K/A does not update or amend any other information or any exhibits as originally filed on the Form 10-K and does not otherwise reflect events occurring after the original filing date of the Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Form 10-K and with other filings made by the issuing entity with the Securities and Exchange Commission subsequent to the filing of the Form 10-K.
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EXHIBIT INDEX
The following exhibits are filed as part of this Amendment No. 1.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
| AMERICAN EXPRESS ISSUANCE TRUST II | ||
| By: | AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION VIII LLC Depositor | |
| By: | /s/ David J. Hoberman | |
| Name: | David J. Hoberman | |
| Title: | President (senior officer in charge of securitization) | |
Dated: March 28, 2018
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