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).