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) August 22, 2013
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION VIII LLC
on behalf of
AMERICAN EXPRESS ISSUANCE TRUST II
(as Depositor of the American Express Issuance Trust II)
(Exact Name of registrant as Specified in Charter)
| Delaware | 333-185503 333-185503-01 | 46-0795019 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
200 Vesey Street
31st Floor, Room 507C
New York, New York 10285
(212) 640-2000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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. |
On August 22, 2013, the Receivables Purchase Agreement, dated as of October 24, 2012, between American Express Centurion Bank and American Express Travel Related Services Company, Inc. (“TRS”) and relating to American Express Issuance Trust II (the “Trust”) was amended by the First Amendment to Receivables Purchase Agreement, dated as of August 22, 2013 (the “Amendment to Centurion RPA”). The Amendment to Centurion RPA is attached hereto as Exhibit 4.1.
On August 22, 2013, the Receivables Purchase Agreement, dated as of October 24, 2012, between American Express Bank, FSB and TRS and relating to the Trust was amended by the First Amendment to Receivables Purchase Agreement, dated as of August 22, 2013 (the “Amendment to FSB RPA”). The Amendment to FSB RPA is attached hereto as Exhibit 4.2.
On August 22, 2013, the Receivables Purchase Agreement, dated as of October 24, 2012, between TRS and American Express Receivables Financing Corporation VIII LLC and relating to the Trust was amended by the First Amendment to Receivables Purchase Agreement, dated as of August 22, 2013 (the “Amendment to TRS RPA”). The Amendment to TRS RPA is attached hereto as Exhibit 4.3.
On August 22, 2013, the Amended and Restated Indenture, dated as of March 12, 2013, between the Trust and The Bank of New York Mellon, as indenture trustee and securities intermediary, and relating to the Trust was amended by the First Amendment to Amended and Restated Indenture, dated as of August 22, 2013 (the “Amendment to Indenture”). The Amendment to Indenture is attached hereto as Exhibit 4.4.
| Item 9.01. | Exhibits. |
The following are filed as Exhibits to this Report under Exhibit 4.
| Exhibit 4.1 | First Amendment to Receivables Purchase Agreement, dated as of August 22, 2013, between American Express Centurion Bank and American Express Travel Related Services Company, Inc. | |
| Exhibit 4.2 | First Amendment to Receivables Purchase Agreement, dated as of August 22, 2013, between American Express Bank, FSB and American Express Travel Related Services Company, Inc. | |
| Exhibit 4.3 | First Amendment to Receivables Purchase Agreement, dated as of August 22, 2013, between American Express Travel Related Services Company, Inc. and American Express Receivables Financing Corporation VIII LLC. | |
| Exhibit 4.4 | First Amendment to Amended and Restated Indenture, dated as of August 22, 2013, between American Express Issuance Trust II and The Bank of New York Mellon, as indenture trustee and securities intermediary. | |
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 VIII LLC, | ||
| as originator of the Trust and Co-Registrant and as Transferor on behalf of the Trust as Co-Registrant | ||
| By: | /s/ Anderson Y. Lee | |
| Name: | Anderson Y. Lee | |
| Title: | Vice President and Treasurer | |
EXHIBIT INDEX
| Exhibit | Description | |
| Exhibit 4.1 | First Amendment to Receivables Purchase Agreement, dated as of August 22, 2013, between American Express Centurion Bank and American Express Travel Related Services Company, Inc. | |
| Exhibit 4.2 | First Amendment to Receivables Purchase Agreement, dated as of August 22, 2013, between American Express Bank, FSB and American Express Travel Related Services Company, Inc. | |
| Exhibit 4.3 | First Amendment to Receivables Purchase Agreement, dated as of August 22, 2013, between American Express Travel Related Services Company, Inc. and American Express Receivables Financing Corporation VIII LLC. | |
| Exhibit 4.4 | First Amendment to Amended and Restated Indenture, dated as of August 22, 2013, between American Express Issuance Trust II and The Bank of New York Mellon, as indenture trustee and securities intermediary. | |