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) September 17, 2004
AMERICAN EXPRESS CREDIT CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-6908 11-1988350
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(Commission File Number) (IRS Employer Identification No.)
One Christina Centre, 301 N. Walnut Street
Suite 1002, Wilmington, Delaware 19801-2919
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(Address of Principal Executive Offices) (Zip Code)
(302) 594-3350
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(Registrant's Telephone Number, Including Area Code)
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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))
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off Balance Sheet Arrangement of a Registrant
As previously contemplated in connection with its regular review of funding
sources and strategies, on September 22, 2004, American Express Credit
Corporation (the "Registrant") issued and sold British pounds sterling
600,000,000 principal amount (approximately U.S. $1.08 billion) of its 5.5
percent debt securities due September 24, 2007 pursuant to the Registrant's
Euro-Medium Term Note program for the issuance of debt outside the United States
to non-U.S persons. The terms of the securities were set on September 17, 2004
and the issuance was made pursuant to a Subscription Agreement entered into on
September 21, 2004. The debt securities have not been registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
The debt securities will mature on September 24, 2007 and may not be redeemed
prior to that date except in the event of certain events relating to taxation.
The debt securities are also subject to acceleration upon standard terms,
including in the event of a bankruptcy or default on other indebtedness. The
Registrant intends to use the proceeds as a source of funding for receivables in
the United Kingdom and to repay short term debt previously incurred for such
funding.
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 CREDIT CORPORATION
(REGISTRANT)
By /s/ Walker C. Tompkins
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Name: Walker C. Tompkins
Title: President and
Chief Executive Officer
Date: September 23, 2004