-----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, HBJUAbsaSwTU4INa28EpluCGotd4yluewCgucJulquG3AaXPLD94vKrO0qsS3uSd ZWRImUh732zzDIJhgYDu8w== 0000004962-08-000015.txt : 20080626 0000004962-08-000015.hdr.sgml : 20080626 20080625182907 ACCESSION NUMBER: 0000004962-08-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080625 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20080626 DATE AS OF CHANGE: 20080625 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: 08917552 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 june258k.txt 8-K RE MASTERCARD SETTLEMENT 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 25, 2008 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 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 7.01 Regulation FD Disclosure. On June 25, 2008, American Express Company (the "Company") issued a press release announcing that it has reached an agreement with MasterCard Inc. ("MasterCard") to drop MasterCard as a defendant in a lawsuit alleging that it had illegally blocked the Company from the bank-issued card business in the United States. The press release also contained a statement from Kenneth I. Chenault, Chairman and Chief Executive Officer of the Company, in which he commented on the agreement with MasterCard, as well as weakening business conditions and deteriorating credit indicators in the United States. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Exhibit 99.1 Press Release, dated June 25, 2008. 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: June 25, 2008 EXHIBIT INDEX Item No. Description - -------- -------------------------------------- 99.1 Press Release, dated June 25, 2008. EX-99.1 PRESS RELEAS 2 exhibit99_1.txt MASTERCARD SETTLEMENT PRESS RELEASE EXHIBIT 99.1 NEWS RELEASE NEWS RELEASE NEWS RELEASE NEWS RELEASE NEWS RELEASE [LOGO OF AMERICAN EXPRESS COMPANY] CONTACTS: INVESTORS/ANALYSTS: MEDIA: Ron Stovall Joanna Lambert Michael O'Neill 212-640-5574 212-640-9668 212-640-5951 ronald.stovall@aexp.com joanna.g.lambert@aexp.com mike.o'neill@aexp.com - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE AMERICAN EXPRESS SETTLES ANTITRUST CLAIMS AGAINST MASTERCARD FOR $1.8 BILLION AGREEMENT WOULD BRING TOTAL PAYMENTS FROM MASTERCARD AND VISA TO $4 BILLION SETTLEMENT TO HELP LESSEN IMPACT OF WEAKENING ECONOMY NEW YORK, June 25, 2008 -- American Express announced today that it has reached an agreement with MasterCard Inc. to drop a lawsuit alleging that MasterCard had illegally blocked American Express from the bank-issued card business in the United States. Under the terms of the agreement, MasterCard will pay American Express up to $1.8 billion. This follows an earlier agreement with Visa to settle similar claims for up to $2.25 billion. Subject to certain performance criteria, American Express would receive more than $4 billion for agreeing to drop its claims against the two credit card networks. The combined antitrust settlement is the largest in U.S. history. The MasterCard payments to American Express will be made in quarterly installments over three years. Together with the previously announced payments from Visa, this represents $880 million annually for American Express over the next three years, starting in the third quarter of 2008 and running through mid-year 2011. American Express would receive two subsequent quarterly payments of up to $70 million from Visa in the latter half of 2011. "The $4 billion settlement represents a very satisfactory resolution of our lawsuits against the country's two major card associations," said Kenneth I. Chenault, chairman and chief executive officer. Mr. Chenault also said, "Business conditions continue to weaken in the U.S. and so far this month we have seen credit indicators deteriorate beyond our expectations. While it is too early to assess the impact of these indicators, the antitrust settlement we've reached with MasterCard provides us with a multi-year source of funds that should, among other things, help to lessen the impact of this weakening economic cycle and, when conditions improve, give us the ability to step up investments in the business." American Express filed the suit in Federal court (November 2004) to seek monetary damages for the lost business opportunity that resulted from the illegal conspiracy to boycott American Express. Following American Express' settlement with Visa (November 2007) and the dismissal of all the bank defendants, MasterCard was the sole remaining defendant in the antitrust lawsuit. The case will now be dismissed. The payments from both MasterCard and Visa are subject to American Express achieving certain quarterly performance criteria in its U.S. Network services business. Given the strong growth momentum within that business, the Company is highly optimistic about its ability to meet those performance requirements. Proceeds from a possible settlement with MasterCard were not built into the American Express 2008 financial plan. American Express Company is a leading global payments and travel company founded in 1850. For more information, visit www.americanexpress.com. Editors' Note: Below is a brief summary of the settlements discussed above: Visa Settlement: American Express reached a $2.25 billion settlement with Visa in November 2007 and recognized an initial payment of $1.13 billion in the fourth quarter of last year. The first installment of $70 million was recognized in first quarter 2008. The remaining payments of up to $70 million per quarter are scheduled to be received over the next 15 quarters, ending fourth quarter 2011. Mastercard Settlement: Under terms of the $1.8 billion settlement with MasterCard, American Express would receive quarterly payments of up to $150 million over the next 12 quarters, starting in the third quarter of 2008 and ending second quarter 2011. ### This release includes forward-looking statements, which are subject to risks and uncertainties. The words "believe," "expect," "anticipate," "optimistic," "intend," "plan," "will," "could," "would," "likely," and similar expressions are intended to identify forward-looking statements. 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 Company's ability to grow and expand the Global Network Services business in the United States and the success of such Global Network Services business in meeting the performance requirements called for by the settlement agreement described in this release. A further description of our risks and uncertainties can be found in the Company's Annual Report on Form 10-K for the year ended December 31, 2007, and our other reports filed with the SEC. -----END PRIVACY-ENHANCED MESSAGE-----