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Board Meeting Hastened Exit of American Express’ CEO : Credit: The timing of James D. Robinson III’s resignation announcement was related to the fact that a magazine was to break a story on the departure.

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WASHINGTON POST

The fate of James D. Robinson III and his 15-year tenure as chairman of American Express Co. may have been sealed at a meeting of the board of directors Sept. 20.

Robinson, who had been trying for years to overcome a series of setbacks at the company, told the board that it should begin thinking seriously about the succession issue. The 57-year-old CEO had said that he wanted to retire by 60. The process appears to be moving faster after the unusual September meeting.

On Saturday, American Express officials, responding to a Fortune magazine report to be published Wednesday, disclosed that Robinson was stepping down. The Fortune magazine report said Robinson was “compelled” to develop a succession plan.

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American Express spokesman Michael O’Neill said Sunday that the company originally intended to announce Robinson’s planned resignation only after a successor had been designated, but that the company was forced by the leak to Fortune Magazine to make a statement.

In an interview Sunday, Robinson said the session with the board was an informal “off-campus” meeting at the St. Regis Hotel in New York. Over drinks and dinner in a private dining room, he told the directors that he wanted them to think seriously about his replacement.

According to Robinson, he said he had served longer than he had ever anticipated. And he thought that the timing to consider the issue was right because the company had made strides in solving its recent financial troubles.

After his presentation, he left and the board members deliberated.

An hour later, Robinson met with three directors who had been designated to deliver the board’s reaction--Richard M. Furlaud, former president of Bristol-Myers Squibb Co.; Charles W. Duncan Jr., a private investor; and David M. Culver, chairman of CAI Capital Corp.

The three told Robinson that the board agreed that the time had come to start the succession process and that he should come back the next morning with a plan to do that.

The next morning, Robinson appeared before the board to propose that a committee be formed to find his successor. The board named Furlaud, Culver and Duncan--who each head committees of the board--to represent shareholders, and asked Robinson to head the group. At Robinson’s request, George M. C. Fisher, chairman of Motorola Inc., was added to the search committee.

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The five-member committee already has begun looking for candidates outside American Express. It has retained the New York-based executive recruiting firm of Heidrich & Struggles to help.

But Harvey Golub, American Express’ president, is widely viewed as Robinson’s likely successor. The former head of the company’s hugely successful IDS Financial Services, Golub was promoted in July, 1991, to be part of a two-member “office of the chairman” with Robinson, and was given responsibility for trying to fix some of the serious problems that occurred during Robinson’s reign.

He quickly took command of the company’s core franchise, Travel Related Services, which includes the mammoth charge card business. Profits from that business had been eroding because of an onslaught of competition from rival credit cards.

“As a member of the office of the chairman, (Golub) is the obvious internal candidate,” American Express spokesman Michael O’Neill said.

Analysts said Golub would likely be more aggressive in cutting costs and dealing with the company’s problems. Robinson has faced sharp criticism from Wall Street over the last year for a series of missteps that some investors blamed on his decentralized management style and unwillingness to confront problems head-on.

“It’s as if the outside world would constantly say to the company, ‘You’ve got problems,’ and they would say ‘No we don’t,’ and then two quarters later they would take a write-off,” said Alison Deans, an analyst at Smith Barney Harris Upham & Co. in New York. “Someone like Golub might take a more aggressive hand to problems.”

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Some of the managers of pension funds and other institutions that are American Express’s largest shareholders, who have watched with dismay as the company’s stock price has fallen the past five years, were caught by surprise by the announcement.

It was Robinson, some of these shareholders said, who was responsible for the company’s failed acquisition strategy, which he launched in a bid to fashion the company into an all-purpose financial service giant. They also blamed Robinson for the company’s neglect of its core business of credit cards, traveler’s checks and services. The stock, which traded as high as $39.375 during that period, closed Friday at $23.375.

Robinson concedes that some mistakes were made. “We had a great run during the ‘80s,” he said. “We got a little too cocky (in the credit card division). Then we ran into a recession. We were not as quick to respond as we should have been.”

In recent years, American Express has seen its charge card franchise eroded by Visa and MasterCard, which have lower merchant fees.

During the recession, some businesses, led by restaurants in the Boston area, publicly protested American Express’s fees. The Optima card, introduced in 1987 with a revolving credit line to compete with Visa and MasterCard, required millions of dollars in write-offs for bad debt. The recession and Gulf War also hurt sales in the company’s travel and traveler’s check divisions.

Times staff writers Amy Harmon in Los Angeles and Scot Paltrow in New York contributed to this report.

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