AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 2, 2006
REGISTRATION NOS. 333-130508,
333-130508-01, 333-130508-02 AND
333-130508-03
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
(Issuing Entity in respect of the Certificates)
AMERICAN EXPRESS AMERICAN EXPRESS AMERICAN EXPRESS
RECEIVABLES FINANCING RECEIVABLES FINANCING RECEIVABLES FINANCING
CORPORATION II CORPORATION III LLC CORPORATION IV LLC
(DEPOSITORS)
(Exact Names of Registrants as Specified in Their Respective Charters)
DELAWARE DELAWARE DELAWARE
(State or Other Jurisdiction of (State or Other Jurisdiction of (State or Other Jurisdiction of
Organization) Organization) Organization)
13-3854638 20-0942395 20-0942445
(I.R.S. Employer Identification (I.R.S. Employer Identification (I.R.S. Employer Identification
Number) Number) Number)
200 VESEY STREET, ROOM 138 4315 SOUTH 2700 WEST, ROOM 1300 4315 SOUTH 2700 WEST, ROOM 1300
MAIL STOP 01-31-12 MAIL STOP 02-01-04 MAIL STOP 02-01-58
NEW YORK, NEW YORK 10285 SALT LAKE CITY, UTAH 84184 SALT LAKE CITY, UTAH 84184
(212) 640-2000 (801) 945-2030 (801) 945-2068
Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrants' Principal Executive Office
LOUISE M. PARENT, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
AMERICAN EXPRESS COMPANY
200 VESEY STREET
NEW YORK, NEW YORK 10285
(212) 640-2000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copies To:
CAROL SCHWARTZ, ESQ.
GROUP COUNSEL ALAN M. KNOLL, ESQ.
AMERICAN EXPRESS COMPANY ORRICK, HERRINGTON & SUTCLIFFE LLP
200 VESEY STREET 666 FIFTH AVENUE
NEW YORK, NEW YORK 10285 NEW YORK, NEW YORK 10103
(212) 640-2000 (212) 506-5077
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME
TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE AS DETERMINED BY
MARKET CONDITIONS.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. |_|
If this Form is a registration statement filed pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. |_|
If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities
or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. |_|
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM
TO BE REGISTERED AMOUNT TO BE AGGREGATE PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED(a)(b) CERTIFICATE(c) PRICE(c) REGISTRATION FEE
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Certificates.................................. $1,000,000 100% $1,000,000 $107
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(a) With respect to any securities issued with original issue discount, the
amount to be registered is calculated based on the initial public offering
price thereof.
(b) With respect to any securities denominated in any foreign currency, the
amount to be registered shall be the U.S. dollar equivalent thereof based
on the prevailing exchange rate at the time such security is first offered.
(c) Estimated solely for the purpose of calculating the registration fee.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL SUBSEQUENTLY BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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EXPLANATORY NOTE
This Pre-Effective Amendment No. 2 to the Registration Statement is being
filed solely for the purpose of including as Exhibit 4.8 to the Registration
Statement the Remittance Processing Services Agreement between American
Express Travel Related Services Company, Inc. and Regulus West LLC.
Confidential information has been omitted and has been filed separately with
the Securities and Exchange Commission pursuant to a Confidential Treatment
Application filed with the Securities and Exchange Commission.
PART II
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------ -----------
1.1 Form of Underwriting Agreement.*
3.1 Amended and Restated Limited Liability Company Agreement of American Express Receivables Financing Corporation III
LLC (incorporated by reference to Exhibit 3.1 to Registration No. 333-113579).
3.2 Amended and Restated Limited Liability Company Agreement of American Express Receivables Financing Corporation IV LLC
(incorporated by reference to Exhibit 3.2 to Registration No. 333-113579).
4.1 Amended and Restated Pooling and Servicing Agreement, among American Express Receivables Financing Corporation III
LLC, American Express Receivables Financing Corporation IV LLC and American Express Receivables Financing Corporation
II, as Transferors, American Express Travel Related Services Company, Inc., as Servicer, and The Bank of New York, as
Trustee and Securities Intermediary.*
4.2 Form of Series Supplement, including form of Asset Backed Certificate (incorporated by reference to Exhibit 4.2 to
Registration No. 333-113579).
4.3 Receivable Purchase Agreement, dated as of May 16, 1996, between American Express Credit Corporation and American
Express Receivables Financing Corporation II (incorporated by reference to Exhibit 10.1 to Registration Statement No.
333-67567).
4.4 Receivables Purchase Agreement, dated as of April 16, 2004, between American Express Centurion Bank and American
Express Receivables Financing Corporation III LLC (incorporated by reference to Exhibit 4.4 to Registration No. 333-
113579).
4.5 Receivables Purchase Agreement, dated as of April 16, 2004, between American Express Bank, FSB and American Express
Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 4.5 to Registration No. 333-113579).
4.6 Supplemental Servicing Agreement, dated as of June 30, 2004, among American Express Travel Related Services Company,
Inc., American Express Centurion Bank, American Express Bank, FSB, American Express Receivables Financing Corporation
II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation
IV LLC.*
4.7 Supplemental Servicing Agreement between American Express Travel Related Services Company, Inc. and Amex Card
Services Company.*
4.8 Remittance Processing Services Agreement between American Express Travel Related Services Company, Inc. and Regulus
West LLC.**
5.1 Opinion of American Express Receivables Financing Corporation II with respect to legality.*
II-1
EXHIBIT
NUMBER DESCRIPTION
------ -----------
5.2 Opinion of American Express Receivables Financing Corporation III LLC with respect to legality.*
5.3 Opinion of American Express Receivables Financing Corporation IV LLC with respect to legality.*
8.1 Opinion of Orrick, Herrington & Sutcliffe LLP with respect to tax matters.*
23.1 Consent of American Express Receivables Financing Corporation II.*
23.2 Consent of American Express Receivables Financing Corporation III LLC.*
23.3 Consent of American Express Receivables Financing Corporation IV LLC.*
23.4 Consent of Orrick, Herrington & Sutcliffe LLP.*
24.1 Powers of Attorney of American Express Receivables Financing Corporation II.***
24.2 Powers of Attorney of American Express Receivables Financing Corporation III LLC.***
24.3 Powers of Attorney of American Express Receivables Financing Corporation IV LLC.***
- ---------------
* to be filed by amendment
** Confidential information has been omitted and has been filed separately
with the Securities and Exchange Commission pursuant to a Confidential
Treatment Application filed with the Securities and Exchange Commission
*** previously filed
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3, reasonably believes that the
security rating requirement contained in Transaction Requirement B.5 of Form S-
3 will be met by the time of sale of the securities registered hereunder and
has duly caused this Amendment No. 2 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in New
York, New York, on March 2, 2006.
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II,
acting solely in its capacity as a depositor of
American Express Credit Account Master Trust
By: /s/ Maureen Ryan
----------------------------------------------
Name: Maureen Ryan
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed on March 2, 2006 by the
following persons in the capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ Maureen Ryan President and Director
--------------------------------------------------------- (Principal Executive Officer)
Maureen Ryan
/s/ John D. Koslow* Vice President and Treasurer and Director
--------------------------------------------------------- (Principal Financial Officer and
John D. Koslow Principal Accounting Officer)
/s/ Donald J. Puglisi* Director
---------------------------------------------------------
Donald J. Puglisi
*By: /s/ Maureen Ryan
---------------------
*Note: Powers of Attorney appointing Maureen A. Ryan, John D. Koslow and Carol
V. Schwartz, or any of them acting singly, to execute the Registration
Statement, any amendments thereto and any registration statement for
additional Asset Backed Certificates that is to be effective on filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, on
behalf of the above-named individuals, were previously filed with the
Securities and Exchange Commission.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3, reasonably believes that the
security rating requirement contained in Transaction Requirement B.5 of Form S-
3 will be met by the time of sale of the securities registered hereunder and
has duly caused this Amendment No. 2 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in Salt
Lake City, Utah, on March 2, 2006.
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC,
acting solely in its capacity as a depositor of
American Express Credit Account Master Trust
By: /s/ Andrea J. Moss
----------------------------------------
Name: Andrea J. Moss
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed on March 2, 2006 by the
following persons in the capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ Andrea J. Moss President and Director
--------------------------------------------------------- (Principal Executive Officer)
Andrea J. Moss
/s/ Scott Godderidge Vice President and Treasurer and Director
--------------------------------------------------------- (Principal Financial Officer and
Scott Godderidge Principal Accounting Officer)
/s/ Gregory F. Lavelle* Director
---------------------------------------------------------
Gregory F. Lavelle
*By: /s/ Maureen Ryan
----------------------------
*Note: Powers of Attorney appointing Maureen A. Ryan and Carol V. Schwartz, or
any of them acting singly, to execute the Registration Statement, any
amendments thereto and any registration statement for additional Asset Backed
Certificates that is to be effective on filing pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, on behalf of the above-named
individuals, were previously filed with the Securities and Exchange
Commission.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3, reasonably believes that the
security rating requirement contained in Transaction Requirement B.5 of Form S-
3 will be met by the time of sale of the securities registered hereunder and
has duly caused this Amendment No. 2 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in Salt
Lake City, Utah, on March 2, 2006.
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC,
acting solely in its capacity as a depositor of
American Express Credit Account Master Trust
By: /s/ Daniel L. Follett
-----------------------------------------
Name: Daniel L. Follett
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed on March 2, 2006 by the
following persons in the capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ Daniel L. Follett President
--------------------------------------------------------- (Principal Executive Officer)
Daniel L. Follett
/s/ David T. Draper* Vice President and Treasurer
--------------------------------------------------------- (Principal Financial Officer and
David T. Draper Principal Accounting Officer)
/s/ Lisa Lambert* Director
---------------------------------------------------------
Lisa Lambert
/s/ David L. Yowan* Director
---------------------------------------------------------
David L. Yowan
/s/ Ruth K. Lavelle* Director
---------------------------------------------------------
Ruth K. Lavelle
*By: /s/ Maureen Ryan
----------------------------
*Note: Powers of Attorney appointing Maureen A. Ryan, David L. Yowan and Carol
V. Schwartz, or any of them acting singly, to execute the Registration
Statement, any amendments thereto and any registration statement for
additional Asset Backed Certificates that is to be effective on filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, on
behalf of the above-named individuals, were previously filed with the
Securities and Exchange Commission.
II-5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
1.1 Form of Underwriting Agreement.*
3.1 Amended and Restated Limited Liability Company Agreement of American Express Receivables Financing Corporation III LLC
(incorporated by reference to Exhibit 3.1 to Registration No. 333-113579).
3.2 Amended and Restated Limited Liability Company Agreement of American Express Receivables Financing Corporation IV LLC
(incorporated by reference to Exhibit 3.2 to Registration No. 333-113579).
4.1 Amended and Restated Pooling and Servicing Agreement, among American Express Receivables Financing Corporation III
LLC, American Express Receivables Financing Corporation IV LLC and American Express Receivables Financing Corporation
II, as Transferors, American Express Travel Related Services Company, Inc., as Servicer, and The Bank of New York, as
Trustee and Securities Intermediary.*
4.2 Form of Series Supplement, including form of Asset Backed Certificate (incorporated by reference to Exhibit 4.2 to
Registration No. 333-113579).
4.3 Receivable Purchase Agreement, dated as of May 16, 1996, between American Express Credit Corporation and American
Express Receivables Financing Corporation II (incorporated by reference to Exhibit 10.1 to Registration Statement No.
333-67567).
4.4 Receivables Purchase Agreement, dated as of April 16, 2004, between American Express Centurion Bank and American
Express Receivables Financing Corporation III LLC (incorporated by reference to Exhibit 4.4 to Registration No. 333-
113579).
4.5 Receivables Purchase Agreement, dated as of April 16, 2004, between American Express Bank, FSB and American Express
Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 4.5 to Registration No. 333-113579).
4.6 Supplemental Servicing Agreement, dated as of June 30, 2004, among American Express Travel Related Services Company,
Inc., American Express Centurion Bank, American Express Bank, FSB, American Express Receivables Financing Corporation
II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation
IV LLC.*
4.7 Supplemental Servicing Agreement between American Express Travel Related Services Company, Inc. and Amex Card Services
Company.*
4.8 Remittance Processing Services Agreement between American Express Travel Related Services Company, Inc. and Regulus
West LLC.**
5.1 Opinion of American Express Receivables Financing Corporation II with respect to legality.*
II-6
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
5.2 Opinion of American Express Receivables Financing Corporation III LLC with respect to legality.*
5.3 Opinion of American Express Receivables Financing Corporation IV LLC with respect to legality.*
8.1 Opinion of Orrick, Herrington & Sutcliffe LLP with respect to tax matters.*
23.1 Consent of American Express Receivables Financing Corporation II.*
23.2 Consent of American Express Receivables Financing Corporation III LLC.*
23.3 Consent of American Express Receivables Financing Corporation IV LLC.*
23.4 Consent of Orrick, Herrington & Sutcliffe LLP.*
24.1 Powers of Attorney of American Express Receivables Financing Corporation II.***
24.2 Powers of Attorney of American Express Receivables Financing Corporation III LLC.***
24.3 Powers of Attorney of American Express Receivables Financing Corporation IV LLC.***
- ---------------
* to be filed by amendment
** Confidential information has been omitted and has been filed separately
with the Securities and Exchange Commission pursuant to a Confidential
Treatment Application filed with the Securities and Exchange Commission
*** previously filed
II-7