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) December 16, 2004
AMERICAN EXPRESS COMPANY
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
New York
---------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-7657 13-4922250
----------------------- ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
200 Vesey Street, World Financial Center,
New York, New York 10285
------------------------------------------ ----------
(Address of Principal Executive Offices) (Zip Code)
(212) 640-2000
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
None
-------------------------------------------------------------
(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 8.01 Other Events
On December 16, 2004, several subsidiaries of American Express Company
("American Express") entered into an agreement to sell and lease back a total of
seven real properties located in the United States to designated affiliates of
The Inland Real Estate Group, Inc. ("Inland") and closed on the sale of six of
those properties. The closing of the remaining property is subject to customary
closing conditions. In addition, a subsidiary of American Express in Canada
expects to shortly enter into an agreement with Inland to sell and lease back
one property in Canada. These sale and leaseback transactions will enable
American Express to monetize the value of these properties and use the proceeds
for re-investment in its businesses.
At each closing, an affiliate of Inland will lease the relevant property back to
a subsidiary of American Express for a ten-year term, with an option given to
American Express to renew the lease for up to six renewal terms of five years
each. The leases will be net leases whereby each American Express entity that
leases back the property is responsible for all costs and expenses relating to
the property (including maintenance, repair, utilities, operating expenses and
insurance costs) in addition to annual rent. The eight properties comprise
approximately 2.6 million square feet and have an aggregate net book value of
approximately $235 million and an aggregate sales price of approximately $390
million. The aggregate annual rent for the first five years of the leases for
all the eight properties would be approximately $25 million. The sale leaseback
transactions will not materially impact financial results in any year. Gains
resulting from completed sale and leaseback transactions will be amortized over
the initial ten-year lease periods.
The six properties that were sold on December 16, 2004 are the American Express
Service Centers in Fort Lauderdale, Greensboro, and Phoenix; the American
Express Data Center in Minneapolis; the IDS Property Casualty Insurance
Corporation headquarters in Depere, Wisconsin; and the American Express Finance
Center in Phoenix. The remaining property to be sold upon completion of
customary closing conditions is the American Express Service Center in Salt Lake
City. The property in Canada is the Canadian Operating Center in Markham,
Ontario.
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/ Stephen P. Norman
---------------------
Name: Stephen P. Norman
Title: Secretary
DATE: December 16, 2004