-----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, FFz3NQzHEjLeYGcIMfkBmc3Bx4zWlBKV0xjWL954AD65QyYlzrkglrLLm1V92FoM 14n4tIifzN4bpL4krxCtjw== 0000004962-05-000210.txt : 20051007 0000004962-05-000210.hdr.sgml : 20051007 20051007170840 ACCESSION NUMBER: 0000004962-05-000210 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051006 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051007 DATE AS OF CHANGE: 20051007 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: 051130192 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 adjust.txt AMERICAN EXPRESS COMPANY'S FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 6, 2005 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) (I.R.S. Employer of incorporation or Identification No.) 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 --------------------------------------------------- None -------------------------------------------------- (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 8.01 Other Events On October 6, 2005, American Express Company (the "registrant") determined certain adjustments relating to the registrant's 1.85% Convertible Senior Debentures due 2033. A copy of the registrant's notice to holders setting forth the adjustments is attached hereto as Exhibit 99.1 and is incorporated by reference. Item 9.01 Financial Statements and Exhibits 99.1 Notice to holders regarding adjustments to 1.85% Convertible Senior Debentures due 2033. 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/ Stephen P. Norman --------------------- Name: Stephen P. Norman Title: Secretary DATE: October 7, 2005 EXHIBIT INDEX Item No. Description - -------- ----------- 99.1 Notice to holders regarding adjustments to 1.85% Convertible Senior Debentures due 2033. EX-99 2 notice.txt EXHIBIT 99.1 EXHIBIT 99.1 [AMERICAN EXPRESS COMPANY LETTERHEAD] October 7, 2005 TO THE HOLDERS OF THE 1.85% CONVERTIBLE SENIOR DEBENTURES DUE 2033 OF AMERICAN EXPRESS COMPANY (CUSIP number 025816AR0 / 025816AS8) Re: Adjustment of Conversion Rate of the 1.85% Convertible Senior Debentures due 2033 (the "Debentures") of American Express Company (the "Company") issued under the Indenture, dated as of November 21, 2003 (the "Indenture"), between the Company and U.S. Bank National Association, as Trustee - -------------------------------------------------------------------------------- In accordance with Section 11.11(l) of the Indenture, notice is hereby given to you that: (1) the Base Conversion Rate will be adjusted as a result of (i) as provided in Section 11.11(g) of the Indenture, the distribution (the "Distribution") on September 30, 2005 of 100% of the shares of the Company's wholly-owned subsidiary, Ameriprise Financial, Inc. (formerly American Express Financial Corporation) to the Company's shareholders of record as of September 19, 2005 (the "Distribution Adjustment") and (ii) as provided in Section 11.11(e) of the Indenture, the payment of dividends (the "Dividend Payments") of $0.12 per share in respect of the Company's Common Stock to shareholders of record on each of October 8, 2004, January 7, 2005, April 1, 2005 and July 1, 2005 (the "Dividend Adjustment"); (2) as a result of the Distribution Adjustment to the Base Conversion Rate, the Maximum Conversion Rate and the Incremental Share Factor will be adjusted as provided in Section 11.11(h) of the Indenture and the Dividend Threshold Amount will be adjusted as provided in Section 11.11(e) of the Indenture; (3) as a result of the Dividend Adjustment to the Base Conversion Rate, the Incremental Share Factor will be adjusted as provided in Section 11.11(h) of the Indenture; After giving effect to the Dividend Adjustment, the Base Conversion Rate was 14.4289 shares of Common Stock and the Incremental Share Factor was 43.2868 shares of Common Stock. After giving effect to the Dividend Adjustment and the Distribution Adjustment and the other adjustments described in paragraphs (2) and (3) above, as applicable, effective immediately prior to the open of business on October 6, 2005: o the Base Conversion Rate will be 16.5316 shares of Common Stock; o the Incremental Share Factor will be 49.5950 shares of Common Stock; o the Maximum Conversion Rate will be 26.0809 shares of Common Stock; and o the Dividend Threshold Amount will be $0.09 per share of Common Stock Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Indenture. AMERICAN EXPRESS COMPANY /s/ Stephen P. Norman ------------------------ Name: Stephen P. Norman Title: Secretary 2 -----END PRIVACY-ENHANCED MESSAGE-----