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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 3, 2007
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AMERICAN EXPRESS COMPANY
(Exact name of registrant as specified in its charter)
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NEW YORK 1-7657 13-4922250
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) 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:
[ ] 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 November 30, 2006, American Express Company (the "Company") entered into
an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") by
and among the Company; Cove Acquisition Sub, Inc., a wholly owned subsidiary of
the Company; Harbor Payments, Inc. ("Harbor"); Oak Investment Partners XI,
Limited Partnership and Oak Associates, LLC, pursuant to which the Company
agreed to acquire Harbor (the "Merger"). On December 31, 2006, the Company
completed the Merger. Under the terms of the Merger Agreement, the former Harbor
stockholders received unregistered common shares of the Company (the "Merger
Shares").
On January 3, 2007, the Company intends to file a prospectus supplement
with the Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b)
of the Securities Act of 1933, as amended, with respect to its automatic shelf
registration statement on Form S-3 (No. 333-138032) (the "Registration
Statement") to register the resale of up to 1,892,228 of the Merger Shares by
the selling shareholders from time to time.
The Company is filing a legal opinion attached hereto as Exhibit 5.1
regarding the legality of the common shares covered by the prospectus
supplement, to be incorporated by reference into the Registration Statement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The following exhibit is attached hereto and filed herewith.
EXHIBIT NO. DESCRIPTION
5.1 Opinion of Counsel.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: January 3, 2007
AMERICAN EXPRESS COMPANY
By: /s/ Stephen Norman
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Stephen Norman
Secretary
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
5.1 Opinion of Counsel.