-----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, BPhGyeSsu2fn4EBvudRpM2si3+NF1yiFuFxqwm/XDbGLwwtzS6mAKPEWiIDfLoEx ENXUBzi+IX+EkrFc5HjV7w== 0000004962-09-000024.txt : 20090617 0000004962-09-000024.hdr.sgml : 20090617 20090617171458 ACCESSION NUMBER: 0000004962-09-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090617 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events FILED AS OF DATE: 20090617 DATE AS OF CHANGE: 20090617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EXPRESS CO CENTRAL INDEX KEY: 0000004962 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 134922250 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07657 FILM NUMBER: 09897274 BUSINESS ADDRESS: STREET 1: 200 VESEY STREET STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2126402000 MAIL ADDRESS: STREET 1: 200 VESEY STREET STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10285 8-K 1 cpp_june17.txt AMERICAN EXPRESS COMPANY 8-K DATED JUNE 17, 2009 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 17, 2009 AMERICAN EXPRESS COMPANY (Exact name of registrant as specified in its charter) New York 1-7657 13-4922250 - ----------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation Identification No.) or organization) 200 Vesey Street, World Financial Center New York, New York 10285 --------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 640-2000 --------------------------------------------------- (Former name or former address, if changed since 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 7.01 REGULATION FD DISCLOSURE American Express Company (the "Company") announced today that it has completed the previously-announced repurchase of $3.39 billion of preferred shares that were issued by the Company to the United States Department of the Treasury (the "Treasury Department") as part of the Treasury Department's Troubled Asset Relief Program Capital Purchase Program (CPP). In addition, the Company announced that it expects to give notice to the Treasury Department of the Company's intent to enter into discussions regarding the repurchase of the outstanding warrants issued to the Treasury Department in conjunction with the preferred shares. A copy of the Company's press release, dated June 17, 2009, announcing the Company's repurchase of the preferred shares is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. ITEM 8.01 OTHER EVENTS The first paragraph set forth in Item 7.01 of this Current Report on Form 8-K is hereby incorporated by reference in its entirety. Forward-Looking Statements This report includes forward-looking statements, which are subject to risks and uncertainties. Forward-looking statements contain words such as "believe," "expect," "anticipate," "optimistic," "intend," "plan," "aim," "will," "may," "should," "could," "would," "likely" and similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: a decision by the Company not to proceed with the repurchase of the warrants issued to the United States Department of the Treasury under the CPP. A further description of these and other risks and uncertainties can be found in the Company's Annual Report on Form 10-K for the year ended December 31, 2008, its Quarterly Report on Form 10-Q for the three months ended March 31, 2009, and its other reports filed with the SEC. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMERICAN EXPRESS COMPANY (REGISTRANT) By: /s/ Carol V. Schwartz -------------------------------- Name: Carol V. Schwartz Title: Secretary Date: June 17, 2009 EXHIBIT INDEX ITEM NO. DESCRIPTION 99.1 Press release, dated June 17, 2009, of American Express Company announcing completion of the repurchase of the preferred shares issued under the Capital Purchase Program. EX-99.1 PRESS RELEAS 2 exhibit_991.txt PRESS RELEASE OF AMERICAN EXPRESS COMPANY DATED JUNE 17, 2009 EXHIBIT 99.1 News Release News Release News Release News Release News Release [Logo of American Express Company] CONTACTS: Media: Joanna Lambert Michael O'Neill 212-640-9668 212-640-5951 joanna.g.lambert@aexp.com mike.o'neill@aexp.com Investors/Analysts: Alex Hopwood Ron Stovall 212-640-5495 212-640-5574 alex.w.hopwood@aexp.com ronald.stovall@aexp.com AMERICAN EXPRESS COMPLETES REPURCHASE OF $3.39 BILLION OF PREFERRED SHARES FROM U.S. TREASURY NEW YORK, June 17, 2009 -- American Express announced today that it has repurchased the $3.39 billion of preferred shares that were issued to the United States Department of Treasury (Treasury Department) as part of the Capital Purchase Program. The Treasury Department received complete repayment of its initial investment, plus a final pro rata accrued dividend of $15.1 million in addition to the $59.3 million in dividend payments previously received. The company also said it expects to give notice to the Treasury Department of its intent to enter discussions about repurchasing the outstanding warrants issued in conjunction with the preferred stock. The outstanding warrants allow the Treasury Department to purchase up to 24.3 million shares of American Express common stock. American Express Company is a leading global payments and travel company founded in 1850. For more information, visit www.americanexpress.com. #### THIS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS, WHICH ARE SUBJECT TO RISKS AND UNCERTAINTIES. FORWARD-LOOKING STATEMENTS CONTAIN WORDS SUCH AS "BELIEVE," "EXPECT," "ANTICIPATE," "OPTIMISTIC," "INTEND," "PLAN," "AIM," "WILL," "MAY," "SHOULD," "COULD," "WOULD," "LIKELY" AND SIMILAR EXPRESSIONS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THESE FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: A DECISION BY THE COMPANY NOT TO PROCEED WITH THE REPURCHASE OF THE WARRANTS ISSUED TO THE UNITED STATES DEPARTMENT OF THE TREASURY UNDER THE TROUBLED ASSET RELIEF PROGRAM CAPITAL PURCHASE PROGRAM. A FURTHER DESCRIPTION OF THESE AND OTHER RISKS AND UNCERTAINTIES CAN BE FOUND IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008, ITS QUARTERLY REPORT ON FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 2009, AND THE COMPANY'S OTHER REPORTS FILED WITH THE SEC. -----END PRIVACY-ENHANCED MESSAGE-----