Item 3.03. Material Modification to Rights of Security Holders.
On August 3, 2021, American Express Company (the "Company") issued 1,600 shares
of Series D Preferred Shares (as defined in Item 5.03 below), which Preferred
Shares were deposited against delivery of depositary receipts (the "Depositary
Receipts") evidencing 1,600,000 Depositary Shares (the "Depositary Shares"),
each representing a 1/1,000th interest in a Preferred Share.
Under the terms of the Series D Preferred Shares, the ability of the Company to
declare or pay any dividend on, make any distributions relating to, or redeem,
purchase, acquire or make a liquidation payment relating to shares of its common
stock or any preferred shares ranking on a parity with the Series D Preferred
Shares (including the Company's 5.200% Fixed Rate/Floating Rate Noncumulative
Preferred Shares, Series B, $1.66 ? par value per share (the "Series B Preferred
Stock"), and its 4.900% Fixed Rate/Floating Rate Noncumulative Preferred Shares,
Series C, $1.66 ? par value per share (the "Series C Preferred Stock")), will be
subject to certain restrictions in the event that the Company fails to declare
and pay full dividends (or declare and set aside a sum sufficient for payment
thereof) on its Series D Preferred Shares. The restrictions are set forth in the
Certificate of Amendment described in Item 5.03 below.
Item 5.03. Amendments to Articles of Incorporation of Bylaws; Change in Fiscal
Year.
On August 2, 2021, the Company filed a Certificate of Amendment (the
"Certificate of Amendment") with the Secretary of State of the State of New York
for the purpose of amending its Restated Certificate of Incorporation to fix the
designations, preferences, limitations and relative rights of its 3.550% Fixed
Rate Reset Noncumulative Preferred Shares, Series D, $1.66 ? par value per share
(the "Series D Preferred Shares"). The Series D Preferred Shares have a
liquidation preference of $1,000,000 per share. The Certificate of Amendment is
attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Item 8.01. Other Events.
The Company closed the sale of the Depositary Shares on August 3, 2021, pursuant
to an underwriting agreement, dated July 27, 2021, between the Company and the
underwriters named therein (which is attached hereto as Exhibit 1.1). The terms
of the Depositary Shares are set forth in the Deposit Agreement, dated August 3,
2021, among the Company, Computershare Inc. and Computershare Trust Company,
N.A., jointly as Depositary (the "Depositary"), Computershare Trust Company,
N.A., as Registrar, Calculation Agent and Transfer Agent (the "Registrar,
Calculation Agent and Transfer Agent"), and the holders from time to time of the
Depositary Receipts (the "Deposit Agreement"), and the form of Depositary
Receipt. The Deposit Agreement and the form of Depositary Receipt are attached
hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated by
reference herein.
On August 3, 2021, the Company sent a redemption notice to the holders of the
depositary shares each representing a 1/1,000th interest in a share of its
Series C Preferred Stock (the "Series C Depositary Shares"), which will result
in the redemption in full on September 15, 2021 of the Series C Depositary
Shares and the Series C Preferred Stock pursuant to the terms of the Deposit
Agreement, dated as of March 2, 2015, among the Company, the Depositary, the
Registrar, Calculation Agent and Transfer Agent, and the holders from time to
time of the Depositary Receipts, and the Certificate of Amendment of the
Series C Preferred Stock. The aggregate redemption price will equal $1,000,000
per share of Series C Preferred Stock (equivalent to $1,000 per Series C
Depositary Share), plus any declared and unpaid dividends.
The Company plans to send a redemption notice to the holders of the depositary
shares each representing a 1/1,000th interest in a share of its Series B
Preferred Stock (the "Series B Depositary Shares"), which will result in the
redemption in full on November 15, 2021 of the Series B Depositary Shares and
the Series B Preferred Stock pursuant to the terms of the Deposit Agreement,
dated as of November 10, 2014, among the Company, the Depositary, the Registrar,
Calculation Agent and Transfer Agent, and the holders from time to time of the
Depositary Receipts, and the Certificate of Amendment of the Series B Preferred
Stock. The aggregate redemption price will equal $1,000,000 per share of
Series B Preferred Stock (equivalent to $1,000 per Series B Depositary Share),
plus any declared and unpaid dividends.
This Current Report on Form 8-K does not constitute a notice of redemption with
respect to the Series B Preferred Stock or the Series C Preferred Stock.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, which are
subject to risks and uncertainties. The forward-looking statements, which
address the Company's plan to redeem the Series B Preferred Stock contain words
such as "expect," "anticipate," "intend," "plan," "aim," "will," "may,"
"should," "could," "would," "likely" and similar expressions. Actual results may
differ from those set forth in the forward-looking statements due to a variety
of factors, including regulatory considerations and those contained in the
Company's Annual Report on Form 10-K for the year ended December 31, 2020, the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 and
the Company's other filings with the Securities and Exchange Commission. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date on which they are made. The Company undertakes
no obligation to update or revise any forward-looking statements.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit Description
1.1 Underwriting Agreement, dated July 27, 2021, between the Company
and the underwriters named therein, with respect to the offering
of 1,600,000 Depositary Shares, each representing a 1/1,000th
interest in a Series D Preferred Share
3.1 Certificate of Amendment for the Series D Preferred Shares
4.1 Deposit Agreement related to the Depositary Shares, dated
August 3, 2021, among the Company, Computershare Inc. and
Computershare Trust Company, N.A., jointly as Depositary,
Computershare Trust Company, N.A., as Registrar, Calculation Agent
and Transfer Agent, and the Holders from time to time of the
Depositary Receipts
4.2 Form of Depositary Receipt for the Depositary Shares (included
in Exhibit 4.1)
5.1 Opinion of Cleary Gottlieb Steen & Hamilton LLP, regarding
legality of the Series D Preferred Shares and the Depositary
Shares
23.1 Consent of Cleary Gottlieb Steen & Hamilton LLP (included in
Exhibit 5.1)
104 The cover page of this Current Report on Form 8-K, formatted as
inline XBRL
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