-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B3BlLakKaVQdjrhjZzhbVn+KpQgA32StUeaKNbdDMVffLVSlQXzXux9Q+vokP9x7 eYPevGkRZUueNLYA3qmMLQ== 0000950123-08-006644.txt : 20080606 0000950123-08-006644.hdr.sgml : 20080606 20080606120727 ACCESSION NUMBER: 0000950123-08-006644 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080606 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080606 DATE AS OF CHANGE: 20080606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EXPRESS RECEIVABLES FINANCING CORP IV LLC CENTRAL INDEX KEY: 0001283435 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-113579-01 FILM NUMBER: 08884868 BUSINESS ADDRESS: STREET 1: 4135 SOUTH 2700 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84184 BUSINESS PHONE: 8015655023 MAIL ADDRESS: STREET 1: 4135 SOUTH 2700 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84184 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EXPRESS RECEIVABLES FINANCING CORP III LLC CENTRAL INDEX KEY: 0001283434 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-113579-02 FILM NUMBER: 08884869 BUSINESS ADDRESS: STREET 1: 4135 SOUTH 2700 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84184 BUSINESS PHONE: 8015655023 MAIL ADDRESS: STREET 1: 4135 SOUTH 2700 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84184 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EXPRESS RECEIVABLES FINANCING CORP II CENTRAL INDEX KEY: 0000949349 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 133854638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21424-04 FILM NUMBER: 08884870 BUSINESS ADDRESS: STREET 1: WORLD FINANCIAL CENTER STREET 2: AMERICAN EXPRESS TOWER 200 VESEY ST CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2126402000 MAIL ADDRESS: STREET 1: WORLD FINANCIAL CENTER STREET 2: AMERICAN EXPRESS TOWER 200 VESEY ST CITY: NEW YORK STATE: NY ZIP: 10285 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST CENTRAL INDEX KEY: 0001003509 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20787-07 FILM NUMBER: 08884871 BUSINESS ADDRESS: STREET 1: 6985 UNION PARK CENTER CITY: MIDVALE STATE: UT ZIP: 84047 BUSINESS PHONE: 8015655000 MAIL ADDRESS: STREET 1: 4315 SOUTH 2700 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84184 8-K 1 y60147e8vk.htm FORM 8-K 8-K
 
 
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 6, 2008
         
AMERICAN EXPRESS   AMERICAN EXPRESS   AMERICAN EXPRESS
RECEIVABLES   RECEIVABLES   RECEIVABLES
FINANCING   FINANCING   FINANCING
CORPORATION II   CORPORATION III LLC   CORPORATION IV LLC
(as Originators of the American Express Credit Account Master Trust)
(Exact name of registrant as specified in its charter)
on behalf of
American Express Credit Account Master Trust
                                 
Delaware   333-130508-03   13-3854638   Delaware   333-130508   20-0942395   Delaware   333-130508-02   20-0942445
                                 
(State or Other   (Commission File   (I.R.S. Employer   (State or Other   (Commission File   (I.R.S. Employer   (State or Other   (Commission File   (I.R.S. Employer
Jurisdiction of   Number)   Identification   Jurisdiction of   Number)   Identification   Jurisdiction of   Number)   Identification
Incorporation or       Number)   Incorporation or       Number)   Incorporation or       Number)
Organization)           Organization)           Organization)        
         
200 Vesey Street, Room 138   4315 South 2700 West, Room 1900   4315 South 2700 West, Room 1900
Mail Stop 01-31-12   Mail Stop 02-01-50   Mail Stop 02-01-56
New York, New York 10285   Salt Lake City, Utah 84184   Salt Lake City, Utah 84184
(212) 640-2000   (801) 945-2550   (801) 945-2068
    (Address, Including Zip Code, and Telephone Number,    
    Including Area Code, of each Registrant’s Principal Executive Offices)    
N/A   N/A   N/A
(Former Name or Former Address, if Changed Since   (Former Name or Former Address, if Changed Since Last   (Former Name or Former Address, if Changed Since
Last Report)   Report)   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.
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o 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.   On June 12, 2008, American Express Credit Account Master Trust expects to issue Class A Floating Rate Asset Backed Certificates, Series 2008-5 and Class B Floating Rate Asset Backed Certificates, Series 2008-5 (the “Series 2008-5 Certificates”).
 
    A copy of the opinion of American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC with respect to legality of the Certificates and a copy of the opinion of Orrick, Herrington & Sutcliffe LLP with respect to certain federal tax matters, together with related consents of American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC and Orrick, Herrington & Sutcliffe LLP to the incorporation by reference of such opinions as exhibits to the Registration Statement, are filed as Exhibits to this Report.
Item 9.01.
  (a)   Not applicable
 
  (b)   Not applicable
 
  (c)   Not applicable
 
  (d)   Exhibits: The following are filed as Exhibits to this Report:
Exhibit
Number
5.1   Opinion of American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC with respect to legality.
 
8.1   Opinion of Orrick, Herrington & Sutcliffe LLP with respect to certain tax matters.
 
23.1   Consent of American Express Receivables Financing Corporation II (included in opinion filed as Exhibit 5.1).
 
23.2   Consent of American Express Receivables Financing Corporation III LLC (included in opinion filed as Exhibit 5.1).

 


 

Exhibit
Number
23.3   Consent of American Express Receivables Financing Corporation IV LLC (included in opinion filed as Exhibit 5.1).
 
23.4   Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 8.1).

 


 

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 originator of the Trust and Co-Registrant    
    and as Transferor on behalf of the Trust as    
    Co-Registrant    
 
           
 
  By:
Name:
  /s/ Maureen Ryan
 
Maureen Ryan
   
 
  Title:   President    
 
           
    American Express Receivables Financing    
    Corporation III LLC,    
    as originator of the Trust and Co-Registrant    
    and as Transferor on behalf of the Trust as    
    Co-Registrant    
 
           
 
  By:
Name:
  /s/ Catherine M. Hogan
 
Catherine M. Hogan
   
 
  Title:   President    
 
           
    American Express Receivables Financing    
    Corporation IV LLC,    
    as originator of the Trust and Co-Registrant    
    and as Transferor on behalf of the Trust as    
    Co-Registrant    
 
           
 
  By:
Name:
  /s/ Robert Radle
 
Robert Radle
   
 
  Title:   President    

 


 

EXHIBIT INDEX
Exhibit 5.1
Opinion of American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC with respect to legality.
Exhibit 8.1
Opinion of Orrick, Herrington & Sutcliffe LLP with respect to certain tax matters.
Exhibit 23.1
Consent of American Express Receivables Financing Corporation II (included in opinion filed as Exhibit 5.1).
Exhibit 23.2
Consent of American Express Receivables Financing Corporation III LLC (included in opinion filed as Exhibit 5.1).
Exhibit 23.3
Consent of American Express Receivables Financing Corporation IV LLC (included in opinion filed as Exhibit 5.1).
Exhibit 23.4
Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 8.1).

 

EX-5.1 2 y60147exv5w1.htm EX-5.1: OPINION WITH RESPECT TO LEGALITY EX-5.1
Exhibit 5.1
June 6, 2008
American Express Receivables Financing Corporation II
200 Vesey Street, Room 138
Mail Stop 01-31-12
New York, New York 10285
American Express Receivables Financing Corporation III LLC
4315 South 2700 West, Room 1300, 02-01-04
Salt Lake City, Utah 84184
American Express Receivables Financing Corporation IV LLC
4315 South 2700 West, Room 1100, 02-01-58
Salt Lake City, Utah 84184
  Re:   American Express Credit Account Master Trust
Class A Series 2008-5 Floating Rate Asset Backed Certificates
Class B Series 2008-5 Floating Rate Asset Backed Certificates
Ladies and Gentlemen:
     I have acted as counsel to American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC (the “Registrants”) and have examined the Registration Statement on Form S-3 (File Nos. 333-130508, 333-130508-01, 333-130508-02 and 333-130508-03), filed by the Registrants with the Securities and Exchange Commission on December 20, 2005, and declared effective on March 31, 2006 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of the Class A Series 2008-5 Floating Rate Asset Backed Certificates (the “Class A Certificates”) and the Class B Series 2008-5 Floating Rate Asset Backed Certificates (the “Class B Certificates” and, together with the Class A Certificates, the “Certificates”). The Certificates will be issued pursuant to a 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, and the Series 2008-5 Supplement, expected to be dated as of June 12, 2008 (together, the “Pooling and Servicing Agreement”), as

 


 

American Express Receivables Financing Corporation II
American Express Receivables Financing Corporation III LLC
American Express Receivables Financing Corporation IV LLC
June 6, 2008
Page 2
more particularly described in the prospectus, dated June 4, 2008, and the preliminary prospectus supplement, dated June 4, 2008, relating to the Certificates (together, the “Prospectus”)
     I have examined such instruments, documents and records as I deemed relevant and necessary as a basis of my opinion hereinafter expressed. In such examination, I have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to me as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates I have reviewed.
     Based on such examination and the other assumptions set forth herein, and subject to the qualification that I am admitted to the practice of law in the State of New York and do not purport to be expert in the laws of any jurisdiction other than the State of New York, I am of the opinion that when the Certificates have been duly executed and delivered in accordance with the Pooling and Servicing Agreement and sold, the Certificates will be legally issued, fully paid and non-assessable, and the holders of the Certificates will be entitled to the benefits of the Pooling and Servicing Agreement, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, or other laws relating to or affecting the rights of creditors generally and general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law.

 


 

American Express Receivables Financing Corporation II
American Express Receivables Financing Corporation III LLC
American Express Receivables Financing Corporation IV LLC
June 6, 2008
Page 3
     I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name wherever appearing in the Prospectus. In giving such consent, I do not consider that I am an “expert,” within the meaning of the term as used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion, as an exhibit or otherwise.
Very truly yours,
/s/ Harold E. Schwartz
Harold E. Schwartz
Senior Counsel

 

EX-8.1 3 y60147exv8w1.htm EX-8.1: OPINION OF ORRICK, HERRINGTON & SUTCLIFFE LLP EX-8.1
Exhibit 8.1
June 6, 2008
American Express Receivables Financing Corporation II
200 Vesey Street, Room 138
Mail Stop 01-31-12
New York, New York 10285
American Express Receivables Financing Corporation III LLC
4315 South 2700 West, Room 1300, 02-01-04
Salt Lake City, Utah 84184
American Express Receivables Financing Corporation IV LLC
4315 South 2700 West, Room 1100, 02-01-58
Salt Lake City, Utah 84184
  Re:   American Express Credit Account Master Trust
Class A Series 2008-5 Floating Rate Asset Backed Certificates
Class B Series 2008-5 Floating Rate Asset Backed Certificates
Ladies and Gentlemen:
     We have advised American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC (the “Registrants”) with respect to certain federal income tax aspects of the issuance by the Registrants of the Class A Series 2008-5 Floating Rate Asset Backed Certificates (the “Class A Certificates”) and the Class B Series 2008-5 Floating Rate Asset Backed Certificates (the “Class B Certificates” and, together with the Class A Certificates, the “Certificates”). The Certificates will be issued pursuant to a 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, and the Series 2008-5 Supplement, expected to be dated as of June 12, 2008, as more particularly described in the prospectus, dated June 4, 2008 (the “Base Prospectus”), and the preliminary prospectus supplement, dated June 4, 2008 (the “Preliminary Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), relating to such series, each forming a part of the Registration Statement on Form S-3 (File Nos. 333-130508, 333-130508-01, 333-130508-02 and 333-130508-03) as filed by the Registrants with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on December 20, 2005, and declared effective on March 31, 2006 (the “Registration Statement”).

 


 

American Express Receivables Financing Corporation II
American Express Receivables Financing Corporation III LLC
American Express Receivables Financing Corporation IV LLC
June 6, 2008
Page 2
Such advice conforms to the description of selected federal income tax consequences to holders of the Certificates that appears under the headings “Prospectus Summary—Tax Status” and “Tax Matters” in the Base Prospectus and “Summary of Series Terms—Tax Status” in the Preliminary Prospectus Supplement. Such description does not purport to discuss all possible income tax ramifications of the proposed issuance, but with respect to those tax consequences which are discussed, in our opinion the description is accurate in all material respects, and we hereby confirm and adopt as our opinion the opinions set forth therein.
     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Prospectus contained therein. In giving such consent, we do not consider that we are “experts,” within the meaning of the term as used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP

 

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