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EX-5 - AMERICAN EXPRESS CREDIT CORPc70500_ex5.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

Amendment No. 1

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 12, 2012

 

 

AMERICAN EXPRESS CREDIT CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware 1-6908 11-1988350
(State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.)

 

World Financial Center

200 Vesey Street

New York, NY

  10285
(Address of principal executive offices)   (Zip Code)

 

Registrant's telephone number, including area code: (866) 572-4944

 

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 9.01 Financial Statements and Exhibits.

American Express Credit Corporation (the “Company”) is filing this Amendment No. 1 to the Current Report on Form 8-K dated June 12, 2012 (the “Original Form 8-K”) solely for the purpose of filing amended exhibits in connection with the issuance by the Company, on June 12, 2012, of (i) $1,250,000,000 aggregate principal amount of its 1.750% Fixed Rate Medium-Term Senior Notes, Series D, due June 12, 2015 and (ii) $750,000,000 of its Floating Rate Medium-Term Senior Notes, Series D, due June 12, 2015, pursuant to the Company’s automatic shelf registration statement on Form S-3 (No. 333-160018) (the “Registration Statement”). These amended exhibits replace the exhibits previously filed with the Original Form 8-K.

(d) Exhibits.

The following amended exhibits are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Current Report:

5
Opinion and Consent of David S. Carroll, Esq.
23
Consent of Counsel (included in Exhibit 5)

 


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/ Vivian Y. Zhou
Name: Vivian Y. Zhou
Title: Vice President

 

 

 

 

 

 

Date: July 27, 2012


 

 

Exhibit Index

 

Exhibit

 
 5             Opinion and Consent of David S. Carroll, Esq.
23             Consent of Counsel (included in Exhibit 5)