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AXP > SEC Filings for AXP > Form 8-K on 23-Dec-2008All Recent SEC Filings

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Form 8-K for AMERICAN EXPRESS CO


23-Dec-2008

Regulation FD Disclosure, Other Events


Item 7.01 Regulation FD Disclosure

On December 23, 2008, American Express Company (the "Company") received preliminary approval from the United States Department of the Treasury (the "Treasury") to participate in the Treasury's Troubled Asset Relief Program Capital Purchase Program (the "Program") in accordance with the terms of the Program, subject to standard closing conditions set forth in the Program investment documentation. The Company expects to issue and sell to the Treasury preferred stock and warrants to purchase shares of common stock of the Company in accordance with the terms of the Program for an aggregate purchase price of approximately $3.39 billion.

For a complete description of the terms of the Program, refer to the Treasury's term sheet describing the Program, which is available on the Treasury's Web site at http://www.ustreas.gov. Among other terms, the preferred shares will pay dividends at a rate of 5% per annum until the fifth anniversary of the date of their issuance and thereafter at a rate of 9% per annum.

A copy of the Company's press release, dated December 23, 2008, announcing the Treasury's approval of the Company's participation in the Program as well as certain other matters is furnished as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.



Item 8.01 Other Events

The first two paragraphs set forth in Item 7.01 of this Current Report on Form 8-K are hereby incorporated by reference in their entirety.

Forward-Looking Statements

This report includes forward-looking statements, which are subject to risks and uncertainties. The words "will," "expect," 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 were made. American Express Company undertakes no obligation to update or revise any forward-looking statements. Factors that could cause the Company's actual results to differ materially from these forward-looking statements include, but are not limited to, the Company's ability to complete the issuance of preferred shares and warrants to the United States Department of the Treasury under the Capital Purchase Program and the Company's results, performance and events subsequent to the third quarter of 2008. A further discussion of these and other risks and uncertainties can be found in the reports of the Company filed with the U.S. Securities and Exchange Commission (including its annual report on Form 10-K for the fiscal year ended December 31, 2007 and its quarterly report on Form 10-Q for the three months ended September 30, 2008).


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