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) November 15, 2005
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
On November 15, 2005, American Express Canada Credit Corporation
("Cancredco"), a wholly owned subsidiary of American Express Credit
Corporation (the "Registrant"), issued and sold Canadian $300,000,000
principal amount (approximately U.S. $240 million) of its Floating Rate
Medium-Term Notes due November 15, 2007, which bear interest at a rate
equal to the one-month Canadian dollar bankers' acceptance rate plus 0.09
percent, and Canadian $500,000,000 principal amount (approximately U.S.
$400 million) of its 4.30 percent Medium-Term Notes due November 12, 2010
(collectively, the "Notes"). The Notes are unconditionally guaranteed as to
the payment of principal, premium (if any), interest and certain other
amounts by the Registrant. The Notes were issued pursuant to Cancredco's
previously disclosed base shelf prospectus program for the issuance of up
to Canadian $3.5 billion principal amount of guaranteed notes in Canada.
The Notes and the related guarantees have not been and will not be
registered under the Securities Act of 1933 and may not be offered, sold or
delivered in the United States or to, or for the account or benefit of U.S.
persons, absent registration or an applicable exemption from the
registration requirements. The Notes may not be redeemed prior to their
stated maturity dates except in the event of certain events relating to
changes in tax law. The Notes are also subject to acceleration upon
standard terms, including in the event of a bankruptcy or cross-default on
other indebtedness. Cancredco intends to use the proceeds to repay a
portion of its outstanding Canadian dollar borrowings under a credit
agreement to which it is a party and for its general corporate purposes,
including those of its affiliates.
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/ Christopher S. Forno
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Name: Christopher S. Forno
Title: President and
Chief Executive Officer
Date: November 16, 2005