Item 1. Business
The American Express Master Trust (the "Trust") was formed pursuant to a Master Pooling and Servicing Agreement, dated as of June 30, 1992, which was amended by the Amended and Restated Master Pooling and Servicing Agreement, dated as of May 1, 1998, as amended by the First Amendment to the Amended and Restated Master Pooling and Servicing Agreement, dated as of October 1, 2001 (the "Agreement"), among American Express Receivables Financing Corporation and American Express Centurion Bank, as transferors (the "Transferors"), American Express Travel Related Services Company, Inc. as servicer (the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). American Express Centurion Bank was added as a transferor in May 1998. American Express Receivables Financing Corporation ("RFC") was incorporated in the state of Delaware on July 30, 1991 and is a wholly owned subsidiary of American Express Travel Related Services Company, Inc. ("TRS"). Its principal executive offices are located at 200 Vesey Street, New York, New York, 10285. TRS was incorporated in the state of New York on May 3, 1982 and is a wholly owned subsidiary of American Express Company ("American Express"). Its principal executive offices are located at 200 Vesey Street, New York, New York, 10285. 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 American Express Centurion Bank ("Centurion"). Its principal executive offices are located at 4315 South 2700 West, Salt Lake City, Utah, 84184.
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 and private placements ("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 American Express(R) Card, American Express(R) Gold Card and Platinum Card(R) accounts (collectively, the "Accounts") owned by TRS or Centurion, 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 Certificates do not represent obligations of or interests in RFC, Centurion or TRS.
TRS and Centurion do not act as guarantors with respect to any payments on the Certificates, and neither the Trustee nor the holders of the Certificates will have general recourse against any of TRS, RFC or Centurion or their respective assets. 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.
The Agreement governs the allocation of collections in respect of the Receivables. Payments received on the Trust's Assets are allocated among the different Series (and within a Series among the different classes of Certificates within a Series) and the interest of RFC and Centurion, as transferors, all as set forth in the Agreement and Supplements.
The Trust does 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 eleven Series of Certificates, of which six are outstanding.
- 1 -
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 monthly 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 2002 or, as applicable, the amount of such items as of December 28, 2002. This annual report is filed herewith as Exhibit 99.3.
Item 2.
Item 2. Properties
See Exhibit 99.3
Item 3.
Item 3. Legal Proceedings
The Registrant knows of no material pending legal proceedings with respect to the Trust, involving the Trust, the Trust Assets, RFC, Centurion, the Trustee or TRS, exclusive of ordinary routine litigation incidental to the duties of TRS, RFC, Centurion or the Trustee under the Agreement.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
Item 5.
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 investors' interests in the Trust, are represented by certificates registered in the name of Cede & Co., the nominee of The Depository Trust and Clearing Corporation ("DTCC").
(c) Not applicable.
Item 6.
Item 6. Selected Financial Data
Not applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Not applicable.
Item 7a.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data
See Exhibit 99.3.
- 2 -
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Not applicable.
Item 11.
Item 11. Executive Compensation
Not applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) The Investor Certificates were delivered in book-entry form through the facilities of DTCC. As a consequence, the sole registered holder of Investor Certificates is Cede & Co., the nominee of DTCC. 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 Certificates on behalf of brokers, dealers, banks and other direct participants in the DTCC system. DTCC participants may own Investor Certificates for their own account or hold them for the accounts of their customers. As of March 11, 2003, the following DTCC 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 the relevant class of each Series outstanding on that date:
- 3 -
- 4 -
-5 -
The address of each of the above participants is:
(a) c/o The Depository Trust and Clearing Corporation 55 Water Street New York, New York 10041
(b) Not applicable.
(c) Not applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions
The Bank of New York acts as Trustee under the Agreement.
PART IV
Item 14.
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 April 1, 2002:
1. Form 8-K, dated April 15, 2002, attaching the Monthly Servicer's Certificate for the due period February 27, 2002 through March 28, 2002.
2. Form 8-K, dated February 5, 2002, attaching the Assignment No. 5 of Receivables in Additional Accounts, dated as of February 7, 2002, among American Express Centurion Bank, American Express Receivables Financing Corporation and The Bank of New York.
3. Form 8-K, dated May 15, 2002, attaching the Monthly Servicer's Certificate for the due period March 29, 2002 through April 27, 2002.
4. Form 8-K, dated June 17, 2002, attaching the Monthly Servicer's Certificate for the due period April 28, 2002 through May 27, 2002.
5. Form 8-K, dated June 18, 2002, attaching the Series 2002-1 Supplement, dated as of June 18, 2002, supplementing the Amended and Restated Pooling and Servicing Agreement, dated as of May 1, 1998, as amended by the First Amendment, dated as of October 1, 2001.
6. Form 8-K, dated July 15, 2002, attaching the Monthly Servicer's Certificate for the due period May 28, 2002 through June 26, 2002.
7. Form 8-K, dated August 16 2002, attaching the Monthly Servicer's Certificate for the due period June 27, 2002 through July 27, 2002.
- 6 -
8. Form 8-K, dated September 16, 2002, attaching the Monthly Servicer's Certificate for the due period July 28, 2002 through August 27, 2002.
9. Form 8-K, dated October 15, 2002, attaching the Monthly Servicer's Certificate for the due period August 28, 2002 through September 27, 2002.
10. Form 8-K, dated November 15, 2002, attaching the Monthly Servicer's Certificate for the due period September 28, 2002 through October 27, 2002.
11. Form 8-K, dated December 16, 2002, attaching the Monthy Servicer's Certificate for the due period October 28, 2002 through November 26, 2002.
12. Form 8-K, dated January 15, 2003, attaching the Monthly Servicer's Certificate for the due period November 27, 2002 through December 28, 2002.
13. Form 8-K, dated February 18, 2003, attaching the Monthly Servicer's Certificate for the due period December 29, 2002 through January 27, 2003.
14. Form 8-K, dated March 17, 2003, attaching the Monthly Servicer's Certificate for the due period January 28, 2003 through February 26, 2003.
(c) Exhibits:
4.1 Amended and Restated Master Pooling and Servicing Agreement, dated as of May 1, 1998, among American Express Receivables Financing Corporation and American Express Centurion Bank, as Transferors, American Express Travel Related Services Company, Inc., as Servicer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-A12G of the registrants, dated as of May 27, 1998, File Nos. 000-21424-00 and 000-21424-01).
4.2 First Amendment to Amended and Restated Master Pooling and Servicing Agreement, dated as of October 1, 2001 (incorporated by reference to Exhibit 4.2 of Form 8-A12G of the registrants, dated as of January 18, 2002, File No. 000-33337).
4.3 Series 1994-3 Supplement, dated as of September 1, 1994, to Master Pooling and Servicing Agreement (incorporated by reference to Exhibit 7 of Form 8-K of the registrant, dated as of September 12, 1994, File No. 33-47812).
4.4 Series 1996-1 Supplement, dated as of September 18, 1996, to Master Pooling and Servicing Agreement (incorporated by reference to Exhibit 20.1 of Form 8-K of the registrant, dated as of September 18, 1996, File No. 33-47812).
4.5 Series 1998-1 Supplement, dated as of May 27, 1998, to the Amended and Restated Master Pooling and Servicing Agreement, dated as of May 1, 1998 (incorporated by reference to Exhibit 4.2 of Form 8-K of the registrant, dated as of May 27, 1998, File No. 33-47812).
4.6 Series 2001-1 Supplement, dated as of November 7, 2001, supplementing the Amended and Restated Pooling and Servicing Agreement, dated as of May 1, 1998, as amended by the First Amendment, dated as of October 1, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K of the registrant, dated as of November 7, 2001, File No. 33-47812).
4.7 Series 2002-1 Supplement, dated as of January 18, 2002, supplementing the Amended and Restated Pooling and Servicing Agreement, dated as of May 1, 1998, as amended by the First Amendment, dated as of October 1, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K of the registrant, dated as of January 18, 2002, File No. 33-47812).
- 7 -
4.8 Series 2002-2 Supplement, dated as of June 18, 2002, supplementing the Amended and Restated Pooling and Servicing Agreement, dated as of May 1, 1998, as amended by the First Amendment, dated as of October 1, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K of the registrant, dated as of June 18, 2001, File No. 33-47812).
10.1 Receivable Purchase Agreement, dated as of June 30, 1992, between American Express Receivables Financing Corporation, as purchaser, and American Express Travel Related Services Company, Inc., as seller (incorporated by reference to Exhibit 4(b) to the Registration Statement filed on behalf of American Express Master Trust, Series 1992-1, File No. 33-47812).
10.2 Amendment No. 1 to Receivable Purchase Agreement, dated as of September 12, 1994, between American Express Receivables Financing Corporation, as purchaser, and American Express Travel Related Services Company, Inc., as seller (incorporated by reference to Exhibit 4 of Form 8-K of the registrant, dated as of September 12, 1994, File No. 33-47812).
10.3 Amendment No. 2 to Receivable Purchase Agreement, dated as of August 7, 1997, between American Express Receivables Financing Corporation, as purchaser, and American Express Travel Related Services Company, Inc., as seller (incorporated by reference to Exhibit 20.3 of Form 8-K of the registrant dated August 14, 1997, File No. 33-47812).
24.1 Power of Attorney for Centurion.
24.2 Power of Attorney for RFC.
99.1 Annual Servicing Statement Delivered to the Trustee.
99.2 Annual Accountant's Report of Ernst & Young LLP.
99.3 Annual Report Containing Aggregate Information for the Fiscal Year.
- 8 -
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 MASTER TRUST
AMERICAN EXPRESS CENTURION BANK, Co-Originator of the Trust and Registrant
By: /s/ Daniel L. Follett ------------------------------------ Daniel L. Follett Chief Financial Officer (Principal Accounting Officer)
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons in the capacities indicated.
* - ---------------------------------- Ashwini Gupta Director and Chairman
* - ---------------------------------- David E. Poulsen Director, President and Chief Executive Officer
- ---------------------------------- Maria J. Garciaz Director
* - ---------------------------------- Roger Goldman Director
- ---------------------------------- William Isaac Director
* - ---------------------------------- Peter A. Lefferts Director
* - ---------------------------------- Frank L. Skillern Director
- ---------------------------------- Jay B. Stevelman Director
* - ---------------------------------- Roslyn M. Watson Director
* By: /s/ Tim Heine --------------------------- Tim Heine Attorney-in-Fact
Dated: March 27, 2003
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 MASTER TRUST
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION, 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.
* - ---------------------------------- Leslie R. Scharfstein President (Principal Executive Officer)
* - ---------------------------------- John D. Koslow Vice President and Treasurer (Principal Finance Officer and Principal Accounting Officer) * - ---------------------------------- Stephen P. Norman Director
* - ---------------------------------- Walker C. Tompkins, Jr. Director
* - ---------------------------------- David Yowan Director
* By: /s/ Leslie R. Scharfstein --------------------------- Leslie R. Scharfstein Attorney-in-Fact
Dated: March 27, 2003
Certification
I, Daniel L. Follett, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of American Express Master Trust;
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement for inclusion in these reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing, or similar, agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the servicing agreement; and
5. The reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.
Date: March 31, 2003
/s/ Daniel L. Follett - ------------------------ Name: Daniel L. Follett Title: Chief Financial Officer and Treasurer, American Express Centurion Bank
Certification
I, Leslie R. Scharfstein, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of American Express Master Trust;
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement for inclusion in these reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing, or similar, agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the servicing agreement; and
5. The reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.
Date: March 31, 2003
/s/ Leslie R. Scharfstein - ---------------------------- Name: Leslie R. Scharfstein Title: President, American Express Receivables Financing Corporation
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 Amended and Restated Master Pooling and Servicing Agreement, dated as of May 1, 1998, among American Express Receivables Financing Corporation and American Express Centurion Bank, as Transferors, American Express Travel Related Services Company, Inc., as Servicer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 of Form 8-A12G of the registrants, dated as of May 27, 1998, File Nos. 000-21424-00 and 000-21424-01).
4.2 First Amendment to Amended and Restated Master Pooling and Servicing Agreement, dated as of October 1, 2001 (incorporated by reference to Exhibit 4.2 of Form 8-A12G of the registrants, dated as of January 18, 2002, File No. 000-33337).
4.3 Series 1994-3 Supplement, dated as of September 1, 1994, to Master Pooling and Servicing Agreement (incorporated by reference to Exhibit 7 of Form 8-K of the registrant, dated as of September 12, 1994, File No. 33-47812).
4.4 Series 1996-1 Supplement, dated as of September 18, 1996, to Master Pooling and Servicing Agreement (incorporated by reference to Exhibit 20.1 of Form 8-K of the registrant, dated as of September 18, 1996, File No. 33-47812).
4.5 Series 1998-1 Supplement, dated as of May 27, 1998, to the Amended and Restated Master Pooling and Servicing Agreement, dated as of May 1, 1998 (incorporated by reference to Exhibit 4.2 of Form 8-K of the registrant, dated as of May 27, 1998, File No. 33-47812).
4.6 Series 2001-1 Supplement, dated as of November 7, 2001, supplementing the Amended and Restated Pooling and Servicing Agreement, dated as of May 1, 1998, as amended by the First Amendment, dated as of October 1, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K of the registrant, dated as of November 7, 2001, File No. 33-47812).
4.7 Series 2002-1 Supplement, dated as of January 18, 2002, supplementing the Amended and Restated Pooling and Servicing Agreement, dated as of May 1, 1998, as amended by the First Amendment, dated as of October 1, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K of the registrant, dated as of January 18, 2002, File No. 33-47812).
4.8 Series 2002-2 Supplement, dated as of June 18, 2002, supplementing the Amended and Restated Pooling and Servicing Agreement, dated as of May 1, 1998, as amended by the First Amendment, dated as of October 1, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K of the registrant, dated as of June 18, 2001, File No. 33-47812).
10.1 Receivable Purchase Agreement, dated as of June 30, 1992, between American Express Receivables Financing Corporation, as purchaser, and American Express Travel Related Services Company, Inc., as seller (incorporated by reference to Exhibit 4(b) to the Registration Statement filed on behalf of American Express Master Trust, Series 1992-1, File No. 33-47812).
10.2 Amendment No. 1 to Receivable Purchase Agreement, dated as of September 12, 1994, between American Express Receivables Financing Corporation, as purchaser, and American Express Travel Related Services Company, Inc., as seller (incorporated by reference to Exhibit 4 of Form 8-K of the registrant, dated as of September 12, 1994, File No. 33-47812).
10.3 Amendment No. 2 to Receivable Purchase Agreement, dated as of August 7, 1997, between American Express Receivables Financing Corporation, as purchaser, and American Express Travel Related Services Company, Inc., as seller (incorporated by reference to Exhibit 20.3 of Form 8-K of the registrant dated August 14, 1997, File No. 33-47812).
24.1* Power of Attorney for Centurion.
24.2* Power of Attorney for RFC.
99.1* Annual Servicing Statement Delivered to the Trustee.
99.2* Annual Accountant's Report of Ernst & Young LLP.
99.3* Annual Report Containing Aggregate Information for the Fiscal Year.