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 (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"), a Delaware corporation, is a wholly owned subsidiary of American Express Travel Related Services Company, Inc. ("TRS"). It was incorporated on July 30, 1991. Its principal executive offices are located at 200 Vesey Street, New York, New York. TRS is a wholly owned subsidiary of American Express Company ("American Express"). It was incorporated in the state of New York on May 3, 1982 and its principal executive offices are located at 200 Vesey Street, New York, New York. 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 as American Express Centurion Bank ("Centurion"). Its principal executive offices are located at 6985 Union Park Center, Midvale, Utah.
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 ExpressR Card, American ExpressR Gold Card and Platinum CardR 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 nine Series of Certificates, of which seven are outstanding. The 7.15% Class A Accounts Receivable Trust Certificates, Series 1994-1, were paid in full September 15, 1998.
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 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 1998 or, as applicable, the amount of such items as at December 28, 1998. 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 Servicer under the Agreement.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
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 Certificates.
(b) The Investor Certificates, representing investor's interests in the Trust, are represented by certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC").
(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.
Year 2000
The Year 2000 ("Y2K") issue is the result of computer programs having been written using two digits rather than four to define a year. Any programs that have time-sensitive software may recognize a date using "00" as the year 1900 rather than 2000. American Express has conducted a comprehensive review of its computer systems and business processes (including systems and processes of RFC and Centurion) to identify the major systems that could be affected by the Y2K issue. Steps are being taken by American Express to resolve any potential problems including modifications to existing software and the purchase of new software. These measures are scheduled to be completed and tested on a timely basis. American Express' goals are to complete testing of critical systems by early 1999 and to continue compliance efforts, including but not limited to, the testing of systems on an integrated basis and independent validation of such testing, through 1999.** The costs related to the Y2K issue, which are expensed by American Express as incurred have not had, nor are they expected to have a material impact on RFC's or Centurion's results of operations or financial condition.** For further discussion of American Express' addresing of the Y2K issue, please see pages 22 and 23 of American Express' 1998 Annual Report to Shareholders, which discussion is incorporated herein by reference.
Various statements in this Y2K discussion marked with two asterisks (**), are forward-looking statements which are subject to risks and uncertainties. Important factors that could cause results to differ materially from these forward-looking statments include, among other things, the ability of RFC, Centurion and American Express to successfully identify systems containing two-digit codes, the nature and amount of programming required to fix the affected systems, the costs of labor and consultants related to such efforts, the continued availability of such resources, and the ability of third parties that interface with RFC, Centurion and American Express to successfully address their Y2K issues.
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.
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 DTC. As a consequence, the sole registered holder of Investor Certificates is Cede & Co., the nominee of DTC. 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 DTC system. DTC participants may own Investor Certificates for their own account or hold them for the accounts of their customers. As of January 22, 1999 the following DTC 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:
The address of each of the above participants is:
c/o The Depository Trust Company 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 for the monthly due periods and other items occurring since January 1, 1998:
1. Form 8-K, dated February 17, 1998, attaching the Monthly Servicer's Certificate for the due period January 1, 1998 through January 31, 1998.
2. Form 8-K, dated March 16, 1998, attaching the Monthly Servicer's Certificate for the due period February 1, 1998 through February 28, 1998.
3. Form 8-K, dated April 15, 1998, attaching the Monthly Servicer's Certificate for the due period March 1, 1998 through March 31, 1998.
4. Form 8-K, dated May 15, 1998, attaching the Monthly Servicer's Certificate for the due period April 1, 1998 through April 30, 1998.
5. Form 8-K, dated May 27, 1998, attaching the Amended and Restated Master Pooling and Servicing Agreement, dated as of May 1, 1998 and the Series 1998-1 Supplement, dated as of May 27, 1998.
6. Form 8-K, dated June 15, 1998, attaching the Monthly Servicer's Certificate for the due period May 1, 1998 through May 27, 1998.
7. Form 8-K, dated July 15, 1998, attaching the Monthly Servicer's Certificate for the due period May 28, 1998 through June 26, 1998.
8. Form 8-K, dated August 17, 1998, attaching the Monthly Servicer's Certificate for the due period June 27, 1998 through July 27, 1998.
9. Form 8-K, dated September 15, 1998, attaching the Monthly Servicer's Certificate for the due period July 28, 1998 through August 27, 1998.
10. Form 8-K, dated October 15, 1998, attaching the Monthly Servicer's Certificate for the due period August 28, 1998 through September 27, 1998.
11. Form 8-K/A, dated October 16, 1998, attaching the Monthly Servicer's Certificate for the due period August 28, 1998 through September 27, 1998.
12. Form 8-K, dated November 16, 1998, attaching the Monthly Servicer's Certificate for the due period September 28, 1998 through October 27, 1998.
13. Form 8-K, dated December 15, 1998, attaching the Monthly Servicer's Certificate for the due period October 28, 1998 through November 27, 1998.
14. Form 8-K, dated January 15, 1999, attaching the Monthly Servicer's Certificate for the due period November 28, 1998 through December 28, 1998.
15. Form 8-K, dated February 12, 1999, attaching the Monthly Servicer's Certificate for the due period December 29, 1998 through January 27, 1999.
16. Form 8-K, dated March 15, 1999, attaching the Monthly Servicer's Certificate for the due period January 29, 1999 through February 26, 1999.
(c) Exhibits:
4.1 Master Pooling and Servicing Agreement, dated as of June 30, 1992, among American Express Receivables Financing Corporation, as Transferor, American Express Travel Related Services Company, Inc., as Servicer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 1 of Form 8-K of the registrant dated August 3, 1992, File No. 33-49106).
4.2 Amendment No. 1 to Master Pooling and Servicing Agreement, dated as of September 8, 1993, among American Express Receivables Financing Corporation, as Transferor, American Express Travel Related Services Company, Inc., as Servicer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 1.2 of Form 8-A of the registrant dated October 15, 1996, File No. 33-49106).
4.3 Amendment No. 2 to Master Pooling and Servicing Agreement, dated as of July 15, 1994, among American Express Receivables Financing Corporation, as Transferor, American Express Travel Related Services Company, Inc., as Servicer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 2 of Form 8-K of the registrant dated July 15, 1994, File No. 33-49106).
4.4 Amendment No. 3 to Master Pooling and Servicing Agreement, dated as of September 12, 1994, among American Express Receivables Financing Corporation, as Transferor, American Express Travel Related Services Company, Inc., as Servicer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 2 of Form 8-K of the registrant dated September 12, 1994, File No. 33-49106).
4.5 Amendment No. 4 to Master Pooling and Servicing Agreement, dated as of January 17, 1996, among American Express Receivables Financing Corporation, as Transferor, American Express Travel Related Services Company, Inc., as Servicer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 2 of Form 8-K of the registrant dated January 17, 1996, File No. 33-49106).
4.6 Amendment No. 5 to Master Pooling and Servicing Agreement, dated as of March 27, 1997, among American Express Receivables Financing Corporation, as Transferor, American Express Travel Related Services Company, Inc., as Servicer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.6 of Form 10-K of the registrant dated March 26, 1998, File Nos. 33-47812, 33-49106, 33-67502 and 33-81634).
4.7 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-K of the registrants dated May 27, 1998, File Nos. 33-47812, 33-49106, 33-67502, 33-81634, 333-51045, 000-21424 and 000-21424-01).
4.8 Series 1992-2 Supplement, dated as of August 3, 1992, to Master Pooling and Servicing Agreement (incorporated by reference to Exhibit 2 of Form 8-K of the registrant dated August 3, 1992, File No. 33-47812).
4.9 Series 1993-1 Supplement, dated as of September 1, 1993, to Master Pooling and Servicing Agreement (incorporated by reference to Exhibit 2 of Form 8-K of the registrant dated September 22, 1993, File No. 33-47812).
4.10 Series 1994-2 Supplement, dated as of September 1, 1994, to Master Pooling and Servicing Agreement (incorporated by reference to Exhibit 6 of Form 8-K of the registrant dated September 12, 1994, File No. 33-47812).
4.11 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 September 12, 1994, File No. 33-47812).
4.12 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 September 18, 1996, File No. 33-47812).
4.13 Series 1996-2 Supplement, dated as of September 18, 1996, to Master Pooling and Servicing Agreement (incorporated by reference to Exhibit 20.2 of Form 8-K of the registrant dated September 18, 1996, File No. 33-47812).
4.14 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 registrants dated May 27, 1998, File Nos. 33-47812, 33-49106, 33-67502, 33-81634, 333-51045, 000-21424 and 000-21424-01).
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 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 RFC.
24.2 Power of Attorney for Centurion.
99.1 Annual Servicing Statement Delivered to the Trustee.
99.2 Annual Accountant's Report of Ernst & Young LLP.
99.3 Annual Report Containing Aggregated Information for the Fiscal Year.
99.4 Pages 22 through 23 of American Express Company's 1998 Annual Report to Shareholders, discussing Year 2000.
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 American Express Master Trust
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.
Signature Title
* - ------------------------ Richard K. Goeltz Director
* - ------------------------ Vincent P. Lisanke Director
* - ------------------------ Jay B. Stevelman Director
* - ------------------------ Leslie R. Scharfstein President (Principal Executive Officer)
* - ------------------------ John D. Koslow Vice President and Treasurer (Principal Finance Officer and Principal Accounting Officer)
*By: /s/ Leslie R. Scharfstein ------------------------- Leslie R. Scharfstein Attorney-in-Fact
Dated: March 29, 1999
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 American Express Master Trust
By: /s/ Rhonda Halpern -------------------------- Rhonda Halpern Chief Financial Officer, Treasurer and Chief Compliance Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities indicated.
Signature Title
/s/ Frank L. Skillern - ------------------------ Frank L. Skillern Director and Chairman
* - ------------------------ David E.Poulsen Director, President and Chief Executive Officer * - ------------------------ Gilbert E. Ahye Director
* - ------------------------ Maria J. Garciaz Director
* - ------------------------ Ash Gupta Director
* - ------------------------ Peter A. Lefferts Director
* - ------------------------ Raymond Pettit Director
* - ------------------------ Rosalyn M. Watson Director
* - ------------------------ James F. Welch Director
*By: /s/ Robert D. Kraus ----------------------- Robert D. Kraus Attorney-in-Fact
Dated: March 29, 1999
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).
Description
4.1 Master Pooling and Servicing Agreement, dated as of June 30, 1992, among American Express Receivables Financing Corporation, as Transferor, American Express Travel Related Services Company, Inc., as Servicer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 1 of Form 8-K of the registrant dated August 3, 1992, File No. 33-49106).
4.2 Amendment No. 1 to Master Pooling and Servicing Agreement, dated as of September 8, 1993, among American Express Receivables Financing Corporation, as Transferor, American Express Travel Related Services Company, Inc., as Servicer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 1.2 of Form 8-A of the registrant dated October 15, 1996, File No. 33-49106).
4.3 Amendment No. 2 to Master Pooling and Servicing Agreement, dated as of July 15, 1994, among American Express Receivables Financing Corporation, as Transferor, American Express Travel Related Services Company, Inc., as Servicer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 2 of Form 8-K of the registrant dated July 15, 1994, File No. 33-49106).
4.4 Amendment No. 3 to Master Pooling and Servicing Agreement, dated as of September 12, 1994, among American Express Receivables Financing Corporation, as Transferor, American Express Travel Related Services Company, Inc., as Servicer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 2 of Form 8-K of the registrant dated September 12, 1994, File No. 33-49106).
4.5 Amendment No. 4 to Master Pooling and Servicing Agreement, dated as of January 17, 1996, among American Express Receivables Financing Corporation, as Transferor, American Express Travel Related Services Company, Inc., as Servicer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 2 of Form 8-K of the registrant dated January 17, 1996, File No. 33-49106).
4.6 Amendment No. 5 to Master Pooling and Servicing Agreement, dated as of March 27, 1997, among American Express Receivables Financing Corporation, as Transferor, American Express Travel Related Services Company, Inc., as Servicer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.6 of Form 10-K of the registrant dated March 26, 1998, File Nos. 33-47812, 33-49106, 33-67502 and 33-81634).
4.7 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-K of the registrants dated May 27, 1998, File Nos. 33-47812, 33-49106, 33-67502, 33-81634, 333-51045, 000-21424 and 000-21424-01).
4.8 Series 1992-2 Supplement, dated as of August 3, 1992, to Master Pooling and Servicing Agreement (incorporated by reference to Exhibit 2 of Form 8-K of the registrant dated August 3, 1992, File No. 33-47812).
4.9 Series 1993-1 Supplement, dated as of September 1, 1993, to Master Pooling and Servicing Agreement (incorporated by reference to Exhibit 2 of Form 8-K of the registrant dated September 22, 1993, File No. 33-47812).
4.10 Series 1994-2 Supplement, dated as of September 1, 1994, to Master Pooling and Servicing Agreement (incorporated by reference to Exhibit 6 of Form 8-K of the registrant dated September 12, 1994, File No. 33-47812).
4.11 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 September 12, 1994, File No. 33-47812).
4.12 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 September 18, 1996, File No. 33-47812).
4.13 Series 1996-2 Supplement, dated as of September 18, 1996, to Master Pooling and Servicing Agreement (incorporated by reference to Exhibit 20.2 of Form 8-K of the registrant dated September 18, 1996, File No. 33-47812).
4.14 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 registrants dated May 27, 1998, File Nos. 33-47812, 33-49106, 33-67502, 33-81634, 333-51045, 000-21424 and 000-21424-01).
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 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 RFC.
24.2* Power of Attorney for Centurion.
99.1* Annual Servicing Statement Delivered to the Trustee.
99.2* Annual Accountant's Report of Ernst & Young LLP.
99.3* Annual Report Containing Aggregated Information for the Fiscal Year.
99.4* Pages 22 through 23 of American Express Company's 1998 Annual Report to Shareholders, discussing Year 2000.