UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 22, 2004
AMERICAN EXPRESS CREDIT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-6908 11-1988350
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification No.)
organization)
One Christina Centre, 301 North Walnut Street
Suite 1002, Wilmington, Delaware 19801-2919
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 594-3350
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None
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K/A 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))
Explanatory Note
The Registrant filed a Current Report on Form 8-K dated November 22, 2004, which
report was amended by a report on Form 8-K/A filed December 9, 2005, to report
the decision of the American Express Company Audit Committee to replace the
Registrant's independent registered public accountants. This amendment is being
filed to update the information as of the date hereof.
Item 4.01 Changes in Registrant's Certifying Accountant.
On November 22, 2004, the Audit Committee of the Board of Directors of
American Express Company appointed PricewaterhouseCoopers LLP ("PwC") as the
Registrant's independent registered public accounting firm ("auditors") for the
fiscal year ending December 31, 2005 and dismissed Ernst & Young LLP ("E&Y") as
the Registrant's auditors for the 2005 fiscal year. E&Y has completed its
engagement as the Registrant's auditors for the 2004 fiscal year.
E&Y's reports on the Registrant's consolidated financial statements for the
fiscal years ended December 31, 2004 and 2003 did not contain an adverse opinion
or a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.
In connection with the audits of the Registrant's financial statements for
each of the two fiscal years ended December 31, 2004 and 2003 and through the
date hereof, there were no disagreements between the Registrant and E&Y on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which, if not resolved to the satisfaction of
E&Y, would have caused E&Y to make reference to the matter in their report.
During the two most recent fiscal years and through the date hereof, there have
been no "reportable events" (as defined in Regulation S-K, Item 304(a)(1)(v)).
During the Registrant's two most recent fiscal years and through the date
hereof, the Company did not consult with PwC in respect of the Registrant's
consolidated financial statements for the years ended December 31, 2004 and
December 31, 2003 regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.
The Registrant has requested E&Y to furnish the Registrant with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. A copy of E&Y's letter, dated March 31, 2005 , is
filed as Exhibit 16.1 to this Form 8-K/A.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
16.1 Letter to the Securities and Exchange Commission from Ernst & Young
LLP.
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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/ Stephen P. Norman
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Name: Stephen P. Norman
Title: Secretary
DATE: March 31, 2005
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EXHIBIT INDEX
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Item No. Description
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16.1 Letter to the Securities and Exchange Commission from
Ernst & Young LLP.
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