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): July 12, 2005
AMERICAN EXPRESS COMPANY
(Exact name of registrant as specified in its charter)
New York 1-7657 13-4922250
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 640-2000
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(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))
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Item 7.01 Regulation FD Disclosure.
As previously disclosed, in February 2005 the New Hampshire Bureau of
Securities Regulation ("NHBSR") filed a petition against American Express
Company's (the "Company") American Express Financial Advisors ("AEFA")
operating segment alleging violations of New Hampshire and federal securities
laws by failing to disclose revenue sharing and directed brokerage payments
received from non-proprietary mutual funds for AEFA's agreeing to make such
funds' products available through AEFA's national distribution network. The
petition also alleged that AEFA failed to disclose incentives for advisors to
sell proprietary products and other alleged conflicts of interest. The Company
is reporting in this filing that AEFA has entered into an agreement with the
NHBSR to settle the alleged violations.
Under the terms of the settlement, AEFA has consented to the payment of a
fine to the NHBSR in the amount of $5 million and agreed to make restitution
of up to $2 million. AEFA has also agreed to pay $375,000 for all costs
associated with the NHBSR's investigation. The Company established reserves in
prior quarters to cover this matter.
In addition, under the terms of the settlement, AEFA has agreed to retain
a consultant to review its practices and procedures in all its offices located
in New Hampshire and to determine the ultimate amount of the restitution to be
paid to New Hampshire clients up to the maximum of $2 million.
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/ Darla C. Stuckey
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Name: Darla C. Stuckey
Title: Senior Assistant Corporate Secretary
DATE: July 13, 2005