As filed with the Securities and Exchange Commission on July 31, 1997
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN EXPRESS COMPANY
SHAREHOLDER'S STOCK PURCHASE PLAN
(Exact name of registrant as specified in its charter)
New York State 13-4922250
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
200 Vesey Street
New York, New York 10285
(212) 640-2000
(Address, including zip code,
and telephone number, including
area code, of registrant's
principal executive offices)
---------------------------
Louise M. Parent
Executive Vice President
and General Counsel
American Express Company
200 Vesey Street
New York, New York 10285
(212) 640-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price per aggregate offering registration fee
share* price*
Common Stock, par value 1,000,000 $79.969 $79,969,000.00 $24,233.03
$.60 per Share
</TABLE>
<PAGE>
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) based upon the average of the high and low prices reported on the
New York Stock Exchange Composite Tape for July 25, 1997. The registration fee
is calculated on the basis of 1/33rd of 1% of the maximum aggregate offering
price.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JULY 31, 1997
[GRAPHIC OMITTED]
PROSPECTUS
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AMERICAN EXPRESS COMPANY
SHAREHOLDER'S STOCK PURCHASE PLAN
1,000,000 COMMON SHARES
PAR VALUE $.60 PER SHARE
The Shareholder's Stock Purchase Plan (the "Plan") of American Express
Company (the "Company") provides holders of the Company's common shares, par
value $.60 per share ("common shares"), with a convenient way to purchase
additional common shares over time through the reinvestment of dividends. The
Plan also permits persons who are not current shareholders of record to purchase
common shares through the Plan. Any holder of record of 10 or more common shares
is eligible to join the Plan. Persons who are not shareholders and shareholders
who own fewer than 10 common shares may enroll by investing at least $1,000. In
addition, brokers and other nominees may reinvest dividends on behalf of
beneficial owners as described in the Plan.
Participants in the Plan may:
o Automatically reinvest cash dividends on all common shares.
o Invest by making additional optional cash payments at any time in
any amount, but not less than $50 at any one time or more than
$10,000 per month.
o Avoid recordkeeping requirements and costs for any or all shares
held by a Plan participant through the custodial service offered
by the Plan.
<PAGE>
Once enrolled, participants may continue their participation in the
Plan so long as they do not withdraw a number of shares resulting in their
owning fewer than 10 common shares of record. Participants holding fewer than 10
common shares of record on September 1, 1997 have one year to purchase
additional shares to meet the 10-share threshold. (See Question 7 on page 7.)
The Company may direct that shares acquired through the Plan be
purchased in market transactions or directly from the Company in the form of
newly issued or treasury shares. Market transactions may be conducted on any
securities exchange where the common shares are traded, in the over-the-counter
market, or by negotiated transactions and may be effected on such terms as to
price, delivery and otherwise as The Chase Manhattan Bank (the "Agent") may
determine. Market transactions would provide no new funds for the Company.
The purchase price of common shares purchased from the Company with
reinvested dividends and optional cash payments will be 100% of the average of
the high and low sales prices of the common shares, as published in reports of
the New York Stock Exchange-Composite Transactions on the Investment Date. The
purchase price of shares purchased in market transactions will be the weighted
average price paid by the Agent to obtain them.
The closing price of the common shares, as published in reports of the
New York Stock Exchange - Composite Transactions, on August 1, 1997 was $______.
Participants are required to pay certain fees in connection with the
Plan. (See question 3 on page 6.)
Holders of common shares who do not choose to participate in the Plan
will continue to receive cash dividends, as declared, by check or direct deposit
in the usual manner.
This Prospectus relates to 1,000,000 common shares registered for sale
under the Plan.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August __, 1997.
-2-
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH THE OFFER MADE BY THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF AMERICAN EXPRESS COMPANY SINCE THE DATE HEREOF, OR THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
- ------------------
AVAILABLE INFORMATION
American Express Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following Regional Offices of the Commission: 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661, and Seven World Trade Center, 13th
Floor, New York, New York 10048. Copies of such materials can be obtained from
the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission (including the Company). The address of the Commission's Web site is
(http://www.sec.gov). Reports, proxy statements and other information concerning
the Company can also be inspected at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005, at the offices of the Pacific
Stock Exchange, Inc., 301 Pine Street, San Francisco, California 94104 and 233
South Beaudry Avenue, Los Angeles, California 90012, at the offices of the
Chicago Stock Exchange, Inc., 440 South LaSalle Street, Chicago, Illinois 60605,
and at the offices of the Boston Stock Exchange, Inc., One Boston Place, Boston,
Massachusetts 02108. The Company's common shares are listed on each of these
Exchanges.
-3-
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
There are hereby incorporated by reference herein (i) the Company's
Annual Report on Form 10-K for its fiscal year ended December 31, 1996, as
amended on Form 10-K/A (Amendment No. 1) dated June 26, 1997, (ii) the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, (iii) the
Company's Current Reports on Form 8-K dated January 27, 1997, April 24, 1997 (as
amended April 28, 1997) and July 29, 1997 and (iv) the Company's description of
its Common Shares contained in the Company's Registration Statement on Form 8-A,
dated August 13, 1984.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering made hereunder shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom this Prospectus is delivered, on the written or oral request of such
person, a copy of any and all of the documents incorporated by reference in this
Prospectus (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates). Written or oral requests for such copies should be directed to
Mr. Stephen P. Norman, Secretary, American Express Company, 200 Vesey Street,
World Financial Center, New York, New York 10285-5005, (212) 640-5583.
IF YOU HAVE QUESTIONS CONCERNING THE PLAN
Please address all correspondence concerning the Plan, including
requests for an Enrollment Form to join the Plan, to:
The Chase Manhattan Bank
c/o ChaseMellon Shareholder Services, L.L.C.
P.O. Box 3336
South Hackensack, New Jersey 07606
Please mention American Express Company in all of your correspondence
and, if you are enrolled in the Plan, give the number of your account. U.S. and
Canadian shareholders or investors may also call ChaseMellon's Communications
Center at (800) 463-5911. Foreign shareholders or investors (other than Canadian
shareholders or investors) may call the Center at (212) 613-7427.
-4-
<PAGE>
THE COMPANY
The Company was founded in 1850 as a joint stock association and was
incorporated under the laws of the State of New York in 1965. The Company and
its subsidiaries are principally engaged in the business of providing travel
related services, financial advisory services and international banking services
throughout the world. Travel related services are offered principally through
American Express Travel Related Services Company, Inc. and its subsidiaries and
include a variety of products and services, including the American Express(R)
Card, the Optima(R) Card and other consumer lending products, the American
Express(R) Travelers Cheque and other stored value products, business expense
management products and services, corporate products and consumer travel
products and services, magazine publishing, database marketing and management
and merchant transaction processing, point of sale and back office products and
services. Financial advisory services are principally offered through American
Express Financial Corporation and its subsidiaries and include financial
planning and advice, insurance and annuities, a variety of investment products,
investment advisory services, trust and employee plan administration services,
tax preparation and bookkeeping services, personal auto and homeowner's
insurance and retail securities brokerage services. International banking
services are offered principally through American Express Bank Ltd. and its
subsidiaries and include correspondent, commercial and private banking, personal
financial services and global trading. At December 31, 1996, the Company
employed approximately 72,300 people. Its principal executive offices are
located at 200 Vesey Street, New York, New York 10285 (telephone: (212)
640-2000).
THE PLAN
The Plan originally became effective on August 10, 1981 and was amended
effective September 1, 1994. The Plan was further amended effective September 1,
1997 and has been restated in its entirety. Among other things, the September 1,
1997 amendments: permit non-participants (whether or not shareholders) to join
the Plan by making a minimum initial investment of at least $1,000; establish
the 10-share minimum for participation in the Plan; require that participants
enroll ALL of their common shares held of record in order to participate in the
Plan; raise the monthly optional cash investment maximum from $5,000 to $10,000;
and impose certain fees upon participants.
The Plan is designed for long-term investors who wish to build their
share ownership over time. It does not afford the same flexibility as a
brokerage account since the timing of purchases and sales is subject to the
provisions of the program, as described on pages 9, 10 and 11.
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-5-
<PAGE>
The following is a question and answer statement of the principal
provisions of the Plan.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of common shares with a
convenient method of reinvesting their cash dividends and making
optional cash payments toward the purchase of additional common shares
and thus to build their share ownership of the Company over time.
The Plan also permits non-participants (whether or not such persons are
shareholders of the Company) to acquire shares by investing at least
$1,000 and thus also obtain the benefits described in the preceding
paragraph.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
If you participate in the Plan, the cash dividends on all of your
shares held of record will be automatically reinvested. In addition,
you may make optional cash purchases of at least $50 per investment and
up to a maximum of $10,000 per monthly investment cycle. The purchase
price of shares purchased under the Plan will be 100% of the average
price as more fully explained under Question 12 below. Full investment
of funds is possible under the Plan because the Plan permits your
account to be credited not only with full shares but also with
fractional shares. Such fractional shares participate ratably in
subsequent dividends. You may also avoid the burden of safeguarding
certificates for shares credited to your account under the Plan as well
as any certificates you currently hold and wish to deposit into your
Plan account. Statements reflecting each purchase will be sent to you
after such purchase for your account.
SERVICE FEES
3. ARE THERE ANY FEES OR COSTS TO PARTICIPANTS?
Yes. Because participants in the Plan receive valuable benefits from
their participation, the Company believes it is appropriate to charge
certain modest fees in connection with administration of the Plan.
These fees are subject to change from time to time at the discretion of
the Company. Fees from time to time in effect will be set forth in a
notice or brochure available from the Agent.
-6-
<PAGE>
As of September 1, 1997, the following fees will be in effect:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------- ----------------------------------------------------------
<S> <C>
Reinvestment of quarterly dividends 10% of Dividend Amount Reinvested, up to a maximum of
$0.75, plus $0.06 per share trading fee
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- ---------------------------------------------------------------- ----------------------------------------------------------
Purchase of shares with initial investment $6.00 plus $0.06 per share trading fee
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Purchase of shares with additional investments $5.00 plus $0.06 per share trading fee
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- ---------------------------------------------------------------- ----------------------------------------------------------
Purchase of shares via monthly bank account debit $3.00 per month plus $0.06 per share trading fee
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- ---------------------------------------------------------------- ----------------------------------------------------------
Gift/Transfer of shares no charge
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Certificate safekeeping/custody service no charge
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- ---------------------------------------------------------------- ----------------------------------------------------------
Withdrawal or certificate issuance no charge
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- ---------------------------------------------------------------- ----------------------------------------------------------
Sale of shares $10.00 plus $0.12 per share trading fee
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- ---------------------------------------------------------------- ----------------------------------------------------------
Original or current year duplicate statement no charge
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- ---------------------------------------------------------------- ----------------------------------------------------------
Duplicate statement - prior year(s) $10.00 per statement ($20 minimum)
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</TABLE>
The Agent will deduct the applicable fees from proceeds due to participants
from a sale or funds received for investment. The fee for duplicate statements
must be paid in advance by check made payable to "Chase Manhattan Bank."
ADMINISTRATION
4. WHO ADMINISTERS THE PLAN?
The Chase Manhattan Bank (the "Agent"), as designated Agent for each
participating shareholder, has been appointed by the Company to
administer the Plan, purchase and hold common shares acquired under the
Plan, maintain records, send transaction notices confirming details of
each transaction, and perform other duties related to the Plan.
ChaseMellon Shareholder Services, L.L.C. ("ChaseMellon"), a joint
venture of the Agent and Mellon Bank Corporation, performs certain Plan
services for the Agent. ChaseMellon also acts as transfer agent and
registrar for the common shares.
PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE?
Any person or entity is eligible to participate in the Plan provided
that (i) such person or entity fulfills the requirements described
below under Question 7 and (ii) in the case of foreign investors,
participation is limited to shareholders whose participation would not
violate local laws and regulations of their respective foreign
jurisdictions.
Regulations in certain countries may limit or prohibit participation in
a program of the type contemplated by the Plan. Therefore, persons
residing outside the United States who wish to participate in the Plan
should first determine whether they are subject to any governmental
regulations prohibiting their participation.
-7-
<PAGE>
Shareholders residing outside the United States may be subject to
mandatory 30% income tax withholding on their dividend income by the Agent.
Therefore, such persons should consider whether their objectives would be served
by enrolling their shares in the Plan.
6. IS PARTIAL PARTICIPATION POSSIBLE UNDER THE PLAN?
No. To participate, you must enroll all shares owned of record by you.
7. HOW DOES AN ELIGIBLE SHAREHOLDER OR INVESTOR PARTICIPATE?
You may join the Plan by completing and signing the Enrollment Form
which accompanies this Prospectus and returning it to the Agent. A
postage-paid envelope is provided for this purpose. You may obtain an
Enrollment Form at any time by written request to The Chase Manhattan
Bank, c/o ChaseMellon Shareholder Services, L.L.C., P.O. Box 3336,
South Hackensack, New Jersey 07606, or by telephoning the Agent at
(800) 463-5911 (U.S. and Canadian shareholders and investors) or (212)
613-7427 (other shareholders and investors).
To participate, investors must own of record at least 10 common shares
or, for non-participants, make an initial investment of at least $1,000
by check. A participant's total monthly initial and/or additional
investment cannot exceed $10,000 and must be made in U.S. dollars. For
the purposes of applying this limit, all investments during any monthly
investment cycle (including initial and ongoing investments, but
excluding dividend reinvestments and share deposits) are aggregated. No
interest will be paid on amounts held by the Agent pending investment.
Investors whose shares are held by a broker or bank (sometimes called
'street name' or 'beneficial' holders) may not participate in the Plan
directly. However, such investors may request the bank or broker
holding their shares to participate in the dividend reinvestment
feature (but not the optional cash feature) of the Plan on their
behalf. Many banks and brokers are willing to participate in the
dividend reinvestment feature on behalf of their clients and may do so
by contacting the Agent and/or the bank's or broker's depositary (such
as Cede & Co.) regarding broker and nominee participation. Banks or
brokers wishing to reinvest dividends on behalf of their clients must
furnish appropriate instructions to the Agent not later than the second
business day following the record date for such dividend or no
dividends will be reinvested in common shares on the related dividend
payment date.
EXCEPT FOR NON-PARTICIPANTS WHO MAKE AN INITIAL INVESTMENT OF AT LEAST
$1,000 AND PRESENT PLAN PARTICIPANTS WHO OWN FEWER THAN 10 COMMON
SHARES OF RECORD, PARTICIPANTS MUST AT ALL TIMES OWN OF RECORD A
MINIMUM OF 10 COMMON SHARES TO MAINTAIN THEIR ELIGIBILITY FOR DIVIDEND
REINVESTMENT AND OPTIONAL CASH PURCHASES PURSUANT TO THE PLAN. PRESENT
PLAN PARTICIPANTS WHO OWN FEWER THAN 10 SHARES OF RECORD WILL BE GIVEN
UNTIL SEPTEMBER 1, 1998 TO ACQUIRE ADDITIONAL SHARES TO MEET THE
10-SHARE MINIMUM.
-8-
<PAGE>
PARTICIPANTS WHO FALL BELOW THE 10-SHARE MINIMUM AT ANY TIME AFTER
SEPTEMBER 1, 1998 WILL NO LONGER BE ELIGIBLE FOR DIVIDEND REINVESTMENT
OR OPTIONAL CASH PURCHASES. SIMILARLY, A NON-PARTICIPANT WHO ENROLLS
WITH AT LEAST A $1,000 INVESTMENT ON OR AFTER SEPTEMBER 1, 1997 WILL
REMAIN ELIGIBLE FOR DIVIDEND REINVESTMENT AND OPTIONAL CASH PURCHASES
UNLESS THE INVESTOR WITHDRAWS OR OTHERWISE DISPOSES OF SHARES AFTER
WHICH SUCH INVESTOR OWNS OF RECORD FEWER THAN 10 SHARES.
In addition to the foregoing, the Company has eliminated the partial
dividend reinvestment feature of the Plan, effective September 1, 1997.
Thereafter, participants who have previously elected to have dividends
on only a portion of their shares held of record reinvested in new
shares will have their dividends reinvested on ALL shares held on and
after September 1, 1997 of record by them, until they notify the Agent
in writing that they do not wish to continue their participation in the
Plan.
8. WHAT WILL HAPPEN TO THE PLAN SHARES OF PARTICIPANTS WHO NO LONGER MEET
THE ELIGIBILITY REQUIREMENTS OF THE PLAN OR IF THE PLAN IS TERMINATED?
The Agent will from time to time review the status of participants to
determine whether they continue to be eligible to participate in the
Plan. If the Agent determines that a participant holds insufficient
shares to continue participation, or if the Plan is terminated for any
reason whatsoever, the Agent will so notify the participant in writing.
If a participant who no longer meets the eligibility requirements of
the Plan does not again become eligible within 30 days following the
date of such notice, such person will no longer be afforded the
dividend reinvestment and optional cash features of the Plan. Such
person's Plan shares will remain in his or her account in the Plan,
however, unless he or she requests that the Agent (i) send him or her a
certificate for the number of whole shares held in the Plan account and
a check for the value of any fractional share (based on the then
current market price, less any applicable fees) or (ii) sell all shares
in the Plan account in the manner described on page 13 under "Sales of
Common Shares."
Upon termination of the Plan, participants will receive a certificate
and fractional share check (if applicable) as described in the
preceding paragraph, unless within 30 days following the date of such
notice a participant requests that the Agent sell all shares in the
Plan account as described above. If a participant's account is inactive
over a long period of time and consists of only a fractional share, the
Agent may close such account by notifying the participant in writing
and sending a check for the value of the fractional share based on the
last sale price for any whole shares sold.
-9-
<PAGE>
9. WHEN MAY AN ELIGIBLE SHAREHOLDER OR INVESTOR JOIN THE PLAN?
You may join the Plan at any time.
10. WHEN WILL DIVIDENDS BE REINVESTED AND/OR ADDITIONAL OPTIONAL PURCHASES
BE MADE?
Generally, dividends will be reinvested on the "Investment Date" which
coincides with quarterly dividend payment dates, currently February 10,
May 10, August 10 and November 10 of each year or on the business day
nearest to these dates.
For current shareholders, if the Enrollment Form is received prior to
the record date for a dividend payment, your election to reinvest
dividends will begin with that dividend payment. If the Enrollment Form
is received on or after any such record date, reinvestment of dividends
will begin on the dividend payment date following the next record date
if you are still a shareholder of record and otherwise meet the
eligibility requirements. Record dates for payment of dividends
normally precede payment dates by five weeks.
The Investment Date on which optional cash payments (including such
payments forwarded by first-time investors with their Enrollment Forms)
will be invested in additional or new shares will be the tenth day of
the month immediately following the receipt of such cash payments,
except as set forth in the paragraph below. For example, optional cash
received on March 3 will usually be invested on March 10. In order to
avoid any possible delay in the purchase of additional shares,
participants are advised to forward their optional cash payments to the
Agent so as to assure their receipt by the Agent at least two business
days prior to the intended Investment Date.
There are three exceptions to the premise that the tenth day of each
month will be the Investment Date. The first is when there is no
reported trading in the common shares on the tenth of the month because
the tenth falls on a weekend, holiday or day that the New York Stock
Exchange is closed. In this case, the Investment Date will be the next
preceding day on which reported trading occurred. The second exception
is when the Agent feels that it cannot advantageously complete any open
market purchases on the Investment Date and elects to make some or all
of the purchases on the subsequent trading day or days, although the
Agent will make every effort to complete the purchases promptly. The
third exception is when the shares are purchased from the Company and
the Company deems it advisable to defer the sale of shares to the Agent
to a later date because of the requirements of applicable securities
laws.
11. WHAT DOES THE ENROLLMENT FORM PROVIDE?
Among other things, the Enrollment Form directs the Agent to apply
toward the purchase of additional common shares all your cash dividends
on all the shares then or subsequently registered in your name,
together with any optional cash payments. The Enrollment Form further
directs the Agent to reinvest automatically any subsequent dividends on
shares accumulated and held in your Plan account. The Plan, in other
words, generally operates so as to reinvest dividends on a cumulative
-10-
<PAGE>
basis until you withdraw your shares from the Plan, until your Plan
account is terminated for failure to meet the 10-share minimum, or
until the Plan is terminated.
PURCHASES AND PRICES OF SHARES
12. WHAT WILL BE THE PRICE OF COMMON SHARES PURCHASED UNDER THE PLAN?
At the Company's discretion, Plan shares will be purchased by the Agent
either on the open market or directly from the Company. Shares
purchased by the Agent in the open market may be made on any securities
exchange in the U.S. where the common shares are traded, in the
over-the-counter market, or by negotiated transactions on such terms as
the Agent may reasonably determine at the time of purchase. Neither the
Company nor any participant will have any authority or power to direct
the time or price at which shares may be purchased or the selection of
the broker or dealer through or from whom purchases are to be made.
The purchase price of common shares purchased in market transactions
will be the weighted average price paid by the Agent to obtain them. In
the case of purchases of shares from the Company, the purchase price
will be the average of the high and low sales prices of the common
shares reported on the consolidated transactions tape for New York
Stock Exchange issues on the Investment Date.
13. HOW MANY COMMON SHARES WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares to be purchased for your account depends on the
amount of your dividend and/or optional cash payment and the purchase
price of the shares. Your account will be credited with that number of
shares, including fractions computed to four decimal places, equal to
the amount you invest (or reinvest), net of any applicable fees,
divided by the purchase price per share.
14. HOW ARE OPTIONAL CASH PURCHASES MADE?
The option to make additional cash purchases of common shares is
available to shareholders of record who are participants in the Plan
and thus have all dividends on their shares being reinvested. Each such
purchase may be in any amount of at least $50, but such purchases
cannot, in any one monthly investment cycle from Investment Date to
Investment Date, exceed a total of $10,000.
An initial cash purchase may be made by an investor when joining the
Plan by enclosing a check or money order for at least $1,000 (but not
more than $10,000) made payable in U.S. dollars to "Chase Manhattan
Bank" with the Enrollment Form. Thereafter, optional cash purchases may
be made through the use of a cash payment form which will be attached
to each statement of account a participant receives.
-11-
<PAGE>
15. WHEN WILL OPTIONAL CASH PAYMENTS RECEIVED BY THE AGENT BE INVESTED?
Optional cash payments received by the Agent will be invested on or
commencing with the Investment Date immediately following their
receipt. (See Question 10.) No interest will be paid by the Company or
the Agent on cash payments. It is therefore suggested that any optional
cash payment you wish to make be sent so as to be received by the Agent
at its address set forth in the response to Question 7 shortly before
-- but no later than two business days prior to -- the Investment Date
on which you wish to have it invested.
Optional cash payments received by the Agent will be returned to you
upon your written request if such request is received by the Agent not
later than two business days prior to the next Investment Date.
REPORTS TO PARTICIPANTS
16. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
After each purchase for your account, a statement will be mailed
advising you of your cumulative investments for the current calendar
year. These statements are your continuing record of the cost of your
purchases and should be retained for income tax purposes. In addition,
you will receive copies of other communications sent to holders of
common shares, including the Company's annual report, proxy statement
and IRS information for reporting dividends paid.
DIVIDENDS ON FRACTIONS
17. WILL YOU BE CREDITED WITH DIVIDENDS ON FRACTIONS OF SHARES?
Yes.
CERTIFICATES FOR COMMON SHARES
18. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED?
Common shares purchased for your account will be held in book-entry
form in the name of the Agent or its nominee for your account. No
certificates will be issued to you for shares in your account unless
you so request the Agent in writing to do so, or until your account is
terminated. At any time, you may request the Agent to send you a
certificate for some or all of the whole shares credited to your
account. This request should be mailed to the Agent at the address set
forth in the response to Question 7. These shares, as well as any
remaining whole shares and any fraction of a share will continue to be
credited to your account in the Plan unless, subsequent to the issuance
of such certificate, you transfer or otherwise dispose of such
certificate. In such case, only the remaining whole shares and fraction
will continue to be so credited, subject to the 10-share threshold
referred to in the response to Question 7. (See also Question 21.)
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<PAGE>
GIFTS/TRANSFERS OF SHARES
19. HOW DO I MAKE A GIFT OF COMMON SHARES HELD IN MY PLAN ACCOUNT?
Shareholders may transfer the ownership of some or all of their Plan
shares or shares held in safekeeping by sending the Agent written
transfer instructions. Signatures must be guaranteed by a financial
institution participating in the Medallion Guarantee program. Shares
may be transferred to new or existing shareholders; however, a new Plan
account will not be opened as a result of a transfer of fewer than 10
shares. Further, as noted above, persons making gifts or other
transfers must continue to own at least 10 common shares following such
transfer to continue their participation in the dividend reinvestment
and optional cash features of the Plan.
SALES OF COMMON SHARES
20. HOW DO I SELL COMMON SHARES HELD IN MY PLAN ACCOUNT?
Participants may sell some or all of the whole common shares held in
their Plan accounts by completing and returning the appropriate section
of their account statement or transaction form to the Agent. The Agent,
at its discretion, will sell those shares, along with shares to be sold
for other accounts, as promptly as practicable at 100% of the then
current market price of the common shares and will send the participant
a check for the proceeds, less any applicable fees and any applicable
stock transfer tax from time to time in effect (see also Questions 3
and 21).
21. WHAT HAPPENS TO THEIR PLAN SHARES IF PARTICIPANTS SELL OR TRANSFER SOME
OR ALL OF THE SHARES REPRESENTED BY CERTIFICATES AND HELD BY THEM?
If you dispose of some or all of the shares registered in your name
(i.e., the shares for which physical certificates have been issued),
the shares purchased under the Plan through dividend reinvestment and
held in your account are unaffected, provided there are at least 10
common shares in the account. The Agent will continue to reinvest the
dividends on the shares remaining in your account (provided you
continue to hold at least 10 common shares in the Plan) unless and
until you completely withdraw from the Plan or the Plan is terminated.
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<PAGE>
WITHDRAWALS
22. WHEN MAY PARTICIPANTS WITHDRAW FROM THE PLAN?
You may withdraw from the Plan at any time. If your request to withdraw
is received prior to a dividend record date set by the Board of
Directors for determining shareholders of record entitled to receive a
dividend, your dividend will be received in cash rather than being
reinvested in new shares on the payment date and your withdrawal
request will be processed within two business days following receipt of
the request by the Agent.
If your request to withdraw is received by the Agent on or after a
dividend record date but before the payment date, the Agent, in its
sole discretion, may either pay such dividend in cash or reinvest it in
shares for your account. The request for withdrawal will then be
processed as promptly as possible FOLLOWING such dividend payment date.
Any optional cash payments which you may have sent to the Agent prior
to a request for withdrawal will also be invested on the next
Investment Date unless you expressly request return of that payment in
your request for withdrawal and your request for withdrawal is received
by the Agent at least two business days prior to that Investment Date.
All dividends paid subsequent to such dividend payment date or
Investment Date will be paid in cash to you unless and until you
re-enroll in the Plan, which you may do at any time, subject to meeting
the eligibility requirements set forth in the response to Question 7.
23. HOW DO PARTICIPANTS WITHDRAW FROM THE PLAN?
In order to withdraw from the Plan, you must notify the Agent in
writing, at its address set forth in the response to Question 7, that
you wish to withdraw. When you withdraw from the Plan (subject to the
answer to Question 22), or upon any termination of the Plan by the
Company, upon your request a certificate for whole shares credited to
your account under the Plan will be issued to you. A cash payment,
based upon the sale price received by the Agent, will be made to you
for any fraction of a share.
Upon your withdrawal from the Plan, you may also request in writing
that all or part of the shares credited to your account in the Plan be
sold. If you request such sale, the Agent will make such sale for your
account as soon as practicable after processing your request for
withdrawal. You will receive the proceeds, less the service fee,
trading fee (see Question 3) and any applicable stock transfer tax,
from the sale of the whole shares sold at your request and the cash
value of any fractional share.
CUSTODY SERVICE
24. MAY PARTICIPANTS SEND THEIR SHARE CERTIFICATES TO THE AGENT FOR
SAFEKEEPING?
As an additional service to Plan participants, you may deposit any or
all common share certificates of the Company held by you with the Agent
for safekeeping. If you wish to use this service, you should complete
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<PAGE>
the appropriate information on the enclosed Enrollment Form and return
it to the Agent, together with the certificate or certificates.
Delivery of certificates is at the risk of the shareholder, and, for
delivery by mail, insured registered mail with return receipt requested
is recommended. The certificates should not be endorsed and the
assignment section should not be completed. The receipt of any share
certificates delivered for safekeeping will be shown on your account
statement.
Participating shareholders may withdraw some or all of their shares
from the Agent's custody at any time by requesting in writing that a
certificate be issued for some or all of the full shares held by the
Agent.
OTHER INFORMATION
25. WHAT HAPPENS IF THE COMPANY DECLARES A DIVIDEND PAYABLE IN SHARES OR
DECLARES A STOCK SPLIT?
Any dividend payable in shares, and any additional shares distributed
by the Company in connection with a stock split, in respect of shares
credited to your Plan account will be added to your Plan account. Any
such dividend payable in shares, and any additional shares distributed
by the Company in connection with a stock split, attributable to shares
represented by certificates registered in your own name and not in your
Plan account will be issued to you as in the case of shareholders not
participating in the Plan. The Company reserves the right to adjust the
10-share minimum and $1,000 participation eligibility thresholds
proportionately in the event of any such share dividend or stock split.
26. HOW WILL SHARES HELD BY THE AGENT BE VOTED AT MEETINGS OF SHAREHOLDERS?
Shares held by the Agent for you will be voted as you direct. A proxy
card will be sent to you in connection with any annual or special
meeting of shareholders, as in the case of shareholders not
participating in the Plan. This card will cover all shares registered
in your own name, as well as all full and fractional shares held by the
Agent for your account under the Plan.
If no instructions are indicated by you on a properly signed and
returned proxy card solicited by management, all your shares -- those
registered in your own name and those held by the Agent for your
account under the Plan -- will be voted in accordance with
recommendations of the Company's management. If the proxy card is not
returned, or if it is returned unsigned or improperly signed, none of
the shares covered by such proxy card (including those held by the
Agent under the Plan) will be voted.
-15-
<PAGE>
27. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY AND THE AGENT UNDER THE
PLAN?
The Company and the Agent will not be liable in administering the Plan
for any acts done in good faith or as required by applicable securities
laws or for any good faith omission to act including, without
limitation, any claim of liability arising out of failure to terminate
your account upon your death or with respect to the prices at which
shares are purchased or sold for your account and the times when such
purchases or sales are made or with respect to any fluctuation in the
market value after purchase or sale of shares.
Neither the Company nor the Agent can assure a profit or protect
against a loss on shares purchased pursuant to the Plan. The
establishment and maintenance of the Plan by the Company does not
constitute an assurance either with respect to the value of the common
shares or as to whether the Company will continue to pay dividends on
the common shares or at what rate.
28. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Yes. The Company may suspend, terminate, modify or amend the Plan at
any time. Notice will be sent to you of any such suspension or
termination, or of any modification or amendment of the Plan that
alters its terms or conditions, as soon as practicable after such
action by the Company.
29. WHO HAS THE RIGHT TO INTERPRET THE VARIOUS PROVISIONS OF THE PLAN?
The Company may in its absolute discretion interpret the Plan as deemed
necessary or desirable and resolve questions or ambiguities concerning
various provisions of the Plan.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Certain federal income tax consequences of participating in the Plan
are set forth below:
In the case of shares acquired from the Company with reinvested common
share dividends, participants in the Plan will be treated as having received a
dividend in an amount equal to the fair market value of the shares on the
dividend payment date. The "fair market value" of such shares should be equal to
the average of the high and low prices of the shares reported on the
consolidated transactions tape for the New York Stock Exchange issues on such
date. In the case of shares purchased in market transactions with reinvested
dividends, participants will be treated as having received a dividend in an
amount equal to the purchase price of the shares to the Agent. A participant
should not realize any income when shares are purchased from the Company with an
optional cash payment.
If shares are purchased in market transactions with either reinvested
dividends or optional payments, participants will be treated as having received
an additional dividend in the amount of their pro rata share of any brokerage
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<PAGE>
fees, commissions or service charges ("Brokerage Commissions") paid by the
Company.
The tax basis for federal income tax purposes of shares purchased from
the Company will equal (a) in the case of shares purchased with reinvested
dividends, the fair market value of such shares on the relevant payment date and
(b) in the case of shares purchased with optional payments, the purchase price
thereof. The tax basis of shares purchased in market transactions should equal
the purchase price of the shares to the Agent increased by the additional
dividend amount of the participant's share of any brokerage commissions paid by
the Company.
A participant's holding period for common shares acquired pursuant to
the Plan should begin on the date following the day on which such shares were
credited to such participant's account.
A participant will realize capital gain or loss when shares are sold or
exchanged (provided the shares are held as capital assets), whether pursuant to
the participant's request upon withdrawal from the Plan or by the participant
after receipt of shares from the Plan, and, in the case of a fractional share,
when the participant receives a cash adjustment for a fraction of a share held
in the participant's account upon withdrawal from the Plan; and the amount of
such gain or loss will be the difference between the amount which the
participant receives for the shares or fraction of a share and the tax basis
therefor.
In the case of participants (including foreign participants) who elect
to have their dividends reinvested and whose dividends are subject to United
States income tax withholding, an amount equal to the dividends payable to such
participants, less the amount of tax required to be withheld, will be applied to
the purchase of common shares under the Plan.
The foregoing discussion assumes that the Company has sufficient
earnings and profits so that distributions and deemed distributions from the
Company are treated as dividends for federal income tax purposes.
The foregoing discussion is not a complete enumeration or analysis of
all the tax consequences of participating in the Plan and may not describe the
tax consequences to a particular participant in light of his or her individual
circumstances. The law and interpretational authorities on which such discussion
is based are subject to change at any time, which could change the tax
consequences described above. Accordingly, participants are urged to consult
their own tax advisors for advice relating to the federal, state, local and
foreign tax consequences of participation in the Plan.
-17-
<PAGE>
USE OF PROCEEDS
The Company knows neither the number of shares that will ultimately be
purchased under the Plan nor the prices at which such shares will be purchased.
To the extent that shares are purchased from the Company, the Company intends to
add the proceeds from such purchases to the general funds of the Company for
general corporate purposes.
LEGAL MATTERS
Counsel who has passed upon legal matters concerning the validity of
shares offered by this Prospectus is Douglas H. Daniels, Group Counsel of the
Company. Mr. Daniels is an employee of the Company, owns and has options to
purchase Common Shares, and participates in the Plan.
EXPERTS
The consolidated financial statements and schedules to financial
statements of the Company included or incorporated by reference in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996 have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
included therein and incorporated herein by reference. Such consolidated
financial statements and schedules to financial statements have been
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in auditing and accounting.
With respect to the unaudited consolidated interim financial
information for the three month periods ended March 31, 1997 and 1996,
incorporated by reference in the Prospectus and Registration Statement, Ernst &
Young LLP have reported that they have applied limited procedures in accordance
with professional standards for a review of such information. However, their
separate report, included in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997, and incorporated herein by reference, states that
they did not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their report on such
information should be restricted considering the limited nature of the review
procedures applied. The independent auditors are not subject to the liability
provisions of Section 11 of the Securities Act of 1933 for their report on the
unaudited interim financial information because that report is not a "report" or
a "part" of the Registration Statement prepared or certified by the auditors
within the meaning of Sections 7 and 11 of the Securities Act of 1933.
INDEMNIFICATION
The By-Laws of the Company require the Company to indemnify its
directors and officers to the fullest extent permitted by New York law. In
addition, the Company has purchased insurance policies which provide coverage
for its directors and officers in certain situations where the Company cannot
directly indemnify such directors or officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company, pursuant to the foregoing provisions or otherwise, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
-18-
<PAGE>
TABLE OF CONTENTS
PAGE
----
Available Information 3
Incorporation of Certain Information by Reference 4
If You Have Questions Concerning the Plan 4
The Company 5
The Plan 5
Purpose 6
Advantages 6
Service Fees 6
Administration 7
Participation 7
Purchases and Prices of Shares 11
Reports to Participants 12
Dividends on Fractions 12
Certificates for Common Shares 12
Gifts/Transfers of Shares 13
Sales of Common Shares 13
Withdrawals 14
Custody Service 14
Other Information 15
Certain Federal Income Tax Consequences 16
Use of Proceeds 18
Legal Matters 18
Experts 18
Indemnification 18
<PAGE>
1,000,000 SHARES
AMERICAN EXPRESS COMPANY
Common Shares
($.60 Par Value)
Shareholder's
Stock Purchase Plan
[Logo of American Express Company]
PROSPECTUS DATED AUGUST __, 1997
American Express Company
200 Vesey Street
World Financial Center
New York, New York 10285
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
An itemized statement of the amount of all expenses incurred by the
Company in connection with the issuance and distribution of the Common Stock
registered hereunder. All of the amounts are estimated, except the Securities
and Exchange Commission registration fee.
Securities and Exchange Commission Registration Fee $24,233.03
Printing Expenses 9,500.00*
Accounting Fees and Expenses 2,000.00*
Legal Fees and Expenses 2,000.00*
Miscellaneous Expenses 3,000.00*
----------------
Total $40,733.03
- ---------------------
* Estimated expense.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-Laws of the registrant require the registrant to indemnify
its directors and officers to the fullest extent permitted by New York law. In
addition, the registrant has purchased insurance policies which provide coverage
for its directors and officers in certain situations where the registrant cannot
directly indemnify such directors or officers.
ITEM 16. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF DOCUMENT
- ----------- -----------------------
4.1 Registrant's Restated Certificate of Incorporation.
4.2 Registrant's By-Laws, as amended (incorporated by reference
to Exhibit 3.2 of the registrant's Quarterly Report on Form
10-Q (Commission File No. 1-7657) for the quarter ended
September 30, 1996).
4 Form of Common Share Certificate (incorporated by reference
to Exhibit 4.2 to the registrant's Registration Statement on
Form S-3(Commission File No. 1-7657), dated June 12, 1990
(File No. 33-35382)).
5 Opinion and Consent of Douglas H. Daniels.
15 Letter re Unaudited Interim Financial Information.
23 Consent of Ernst & Young LLP, independent auditors.
24 Power of Attorney.
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act
of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective
date of the registration statement (or
the most recent post-effective
amendment thereof) which, individually
or in the aggregate, represent a
fundamental change in the information
set forth in the registration
statement; and
(iii) To include any material information
with respect to the plan of
distribution not previously disclosed
in the registration statement or any
material change to such information in
the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a
new registration statement relating to the
securities offered therein, and the offering of
such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director,
<PAGE>
officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York on the 31st day of
July, 1997.
AMERICAN EXPRESS COMPANY
By:/s/Stephen P. Norman
-----------------------------
Stephen P. Norman
Secretary
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
* *
- ------------------------------- --------------------------------
Harvey Golub Charles W. Duncan Jr.
Chairman, Chief Executive Director
Officer and Director
* *
- ------------------------------- --------------------------------
Kenneth I. Chenault Beverly Sills Greenough
President, Chief Operating Director
Officer and Director
* *
- ------------------------------- --------------------------------
Richard K. Goeltz F. Ross Johnson
Vice President Director
and Chief Financial Officer
* *
- ------------------------------- --------------------------------
Daniel T. Henry Vernon E. Jordan Jr.
Senior Vice President and Director
Comptroller
* *
- ------------------------------- --------------------------------
Daniel F. Akerson Jan Leschly
Director Director
* *
- ------------------------------- --------------------------------
Anne L. Armstrong Drew Lewis
Director Director
* *
- ------------------------------- --------------------------------
Edwin L. Artzt Aldo Papone
Director Director
* *
- ------------------------------- --------------------------------
William G. Bowen Frank P. Popoff
Director Director
*By:/s/ STEPHEN P. NORMAN
---------------------
Stephen P. Norman
(as Attorney-in-Fact)
July 31, 1997
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF DOCUMENT
- ----------- -----------------------
4.1 Registrant's Restated Certificate of Incorporation.
4.2 Registrant's By-Laws, as amended (incorporated by reference
to Exhibit 3.2 of the registrant's Quarterly Report on Form
10-Q (Commission File No. 1-7657) for the quarter ended
September 30, 1996).
4 Form of Common Share Certificate (incorporated by reference
to Exhibit 4.2 to the registrant's Registration Statement on
Form S-3(Commission File No. 1-7657), dated June 12, 1990
(File No. 33-35382)).
5 Opinion and Consent of Douglas H. Daniels.
15 Letter re Unaudited Interim Financial Information.
23 Consent of Ernst & Young LLP, independent auditors.
24 Power of Attorney.
RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICAN EXPRESS COMPANY
UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW
* * * * *
SECTION 1. NAME
The name of the corporation is "AMERICAN EXPRESS COMPANY."
SECTION 2. PURPOSES
The purposes for which the corporation is formed are:
1. To continue to conduct and carry on the business heretofore
conducted and carried on by American Express Company.
2. To engage in any lawful act or activity for which corporations may
be organized under New York Business Corporation Law, and in furtherance of the
foregoing purposes to exercise all powers now or hereafter granted or permitted
by law, including, without limitation, the powers specified in the New York
Business Corporation Law.
Notwithstanding the foregoing, the corporation will not engage in any
acts or activities requiring the consent or approval of any state official,
department, board, agency or other body without such consent or approval first
being obtained.
SECTION 3. OFFICE
The office of the corporation within the State of New York is to be
located in the City and County of New York.
SECTION 4. AUTHORIZED SHARES
1. The aggregate number of shares of all classes which the corporation
shall have the authority to issue is 1,220,000,000 shares, consisting of
20,000,000 preferred shares of the par value of $1.66 2/3 each and 1,200,000,000
common shares of the par value of $.60 each.
2. No holder of common shares or of preferred shares of any series
shall have any preemptive or preferential right to purchase or subscribe to any
shares of any class or series of the corporation, whether now or hereafter
authorized, or to any obligations or other securities convertible into or
exchangeable for shares of the corporation or carrying options or rights to
purchase shares of any class or series whatsoever, nor any right of subscription
to any thereof, other than such, if any, as the Board of Directors in its
discretion may, from time to time, determine or as may be specified in any
certificate of amendment of this certificate of incorporation, and at such price
or prices and at such rate or rates as the Board of Directors may from time to
1
<PAGE>
time fix pursuant to the authority conferred by the provisions of this Section
4; and any shares or obligations or other securities which the Board of
Directors may determine to offer for subscription to the holders of shares may,
as the Board shall determine, be offered exclusively either to the holders of
preferred shares or any one or more series thereof or to the holders of common
shares, or partly to the holders of preferred shares or any one or more series
thereof and partly to the holders of common shares, and in such case in such
proportions as between such classes and series as the Board of Directors in its
discretion may determine.
3. Subject to the foregoing, the designations and the relative rights,
preferences and limitations of the shares of each class, and the authority
hereby vested in the Board of Directors of the corporation to establish and to
fix the numbers, designations and relative rights, preferences and limitations
of series of preferred shares, are as follows:
a. The preferred shares may be issued from time to time by the
Board of Directors in one or more series and, subject only to the
provisions of this Section 4 and the limitations prescribed by law, the
Board of Directors is expressly authorized, prior to issuance, in the
resolution or resolutions providing for the issue of, or providing for
a change in the number of, shares of any particular series, and by
filing a certificate of amendment pursuant to the Business Corporation
Law of the State of New York, to establish or change the number of
shares to be included in each such series and to fix the designation
and relative rights, preferences and limitations of the shares of each
such series. The authority of the Board of Directors with respect to
each series shall include, but not be limited to, determination of the
following:
(1) the distinctive serial designation of such series
and the number of shares constituting such series (provided that the
aggregate number of shares constituting all series of preferred shares
shall not exceed the aggregate number of preferred shares authorized
above);
(2) the times at which and the conditions under
which dividends shall be payable on shares of such series, the annual
dividend rate thereon, whether dividends shall be cumulative and, if
so, from which date or dates, and the status of such dividends as
participating or non-participating;
(3) whether the shares of such series shall be
redeemable and, if so, the terms and conditions of such redemption,
including the date or dates upon and after which such shares shall be
redeemable, and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different
redemption dates;
(4) the obligation, if any, of the corporation to
retire shares of such series pursuant to a sinking fund or redemption
or purchase account;
(5) whether the shares of such series shall be
convertible into, or exchangeable for, shares of any other class or
classes or shares of any series of any class, and, if so, the terms and
conditions of such conversion or exchange, including the price or
prices or the rate or rates of conversion or exchange and the terms of
adjustment thereof, if any;
2
<PAGE>
(6) whether the shares of such series shall have
voting rights, in addition to the voting rights otherwise provided in
this certificate of incorporation or by law, and, if so, the terms of
such voting rights;
(7) the rights of the shares of such series in the
event of voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the corporation; and
(8) any other relative rights, preferences and
limitations of such series.
b. All preferred shares shall be of equal rank with each other
regardless of series. In case the stated dividends and the amounts
payable on liquidation are not paid in full, the preferred shares of
all series shall share ratably in the payment of dividends including
accumulations, if any, in accordance with the sums which would be
payable on such shares if all dividends were declared and paid in full,
and in any distribution of assets other than by the way of dividends in
accordance with the sums which would be payable in such distribution if
all sums payable were discharged in full.
The preferred shares of any one series shall be identical with
each other in all respects except as to the dates from which cumulative
dividends, if any, thereon shall be cumulative.
c. Subject to the rights of the preferred shares, dividends
may be paid upon the common shares as and when declared by the Board of
Directors out of any funds legally available therefor.
d. Upon any liquidation, dissolution or winding up of the
affairs of the corporation (which shall not be deemed to include a
consolidation or merger of the corporation, or the sale of all or
substantially all of the corporation's assets, into, with or to any
other corporation or corporations), whether voluntary or involuntary,
and after the holders of the preferred shares shall have been paid in
full the amounts, if any, to which they respectively shall be entitled
or provision for such payment shall have been made, the remaining net
assets of the corporation shall be distributed pro rata to the holders
of the common shares.
e. So long as any preferred shares of any series are
outstanding,
(1) Whenever dividends payable on the preferred shares
of any series shall be in arrears in an aggregate amount at least equal
to six full quarterly dividends (which need not be consecutive) on such
series, the holders of the outstanding preferred shares of all series
shall have the special right, voting separately as a single class, to
elect two directors of the corporation, at the next succeeding annual
meeting of shareholders (and at each succeeding annual meeting of
shareholders thereafter until such right shall terminate as hereinafter
provided), and, subject to the terms of any outstanding series of
preferred shares, the holders of the common shares and the holders of
one or more series of preferred shares then entitled to vote shall have
the right, voting as a single class, to elect the remaining authorized
number of directors.
At each meeting of shareholders at which the holders of
the preferred shares of all series shall have the special right, voting
separately as a single class, to elect directors as provided in this
3
<PAGE>
paragraph e, the presence in person or by proxy of the holders of
record of one-third of the total number of the preferred shares of all
series then issued and outstanding shall be necessary and sufficient to
constitute a quorum of such class for such election by such
shareholders.
Each director elected by the holders of the preferred
shares of all series shall hold office until the annual meeting of
shareholders next succeeding his election and until his successor, if
any, is elected by such holders and qualified or until his death,
resignation or removal in the manner provided in the by-laws of the
corporation; provided, however, that notwithstanding any provision in
the by-laws, a director elected by the holders of the preferred shares
of all series may be removed only by such holders if such removal is
without cause.
In case any vacancy shall occur among the directors
elected by the holders of the preferred shares of all series such
vacancy may be filled for the unexpired portion of the term by vote of
the single remaining director theretofore elected by such shareholders,
or his successor in office, or, if such vacancy shall occur more than
90 days prior to the first anniversary of the next preceding annual
meeting of shareholders, by the vote of such shareholders given at a
special meeting of such shareholders called for the purpose.
Whenever all arrears of dividends on the preferred
shares of all series shall have been paid and dividends thereon for the
current quarterly period shall have been paid or declared and provided
for, the right of the holders of the preferred shares of all series to
elect two directors as provided in this paragraph e shall terminate at
the next succeeding annual meeting of shareholders, but subject always
to the same provisions for the vesting of such special right, voting
separately as a single class, to elect two directors in the case of any
future arrearages of the kind and amount described in this paragraph e.
(2) The consent of the holders of at least two-thirds
of the outstanding preferred shares, given in person or by proxy, at a
special or annual meeting of shareholders called for the purpose, at
which the holders of the preferred shares of all series shall vote
separately as a single class, shall be necessary for effecting the
authorization of any class of shares ranking prior to the preferred
shares as to dividends or upon liquidation, dissolution or winding up,
or an increase in the authorized amount of any class of shares so
ranking prior to the preferred shares, or the authorization of any
amendment of the certificate of incorporation or the by-laws of the
corporation so as to affect adversely the relative rights, preferences
or limitations of the preferred shares; provided, however, that, if any
such amendment shall affect adversely the relative rights, preferences
or limitations of one or more, but not all, of the series of preferred
shares then outstanding, the consent of the holders of at least
two-thirds of the outstanding preferred shares of the several series so
affected shall be required in lieu of the consent of the holders of at
least two-thirds of the outstanding preferred shares of all series.
(3) In any case in which the holders of the preferred
shares shall be entitled to vote separately as a single class pursuant
to the provisions hereof or pursuant to law, each holder of preferred
shares of any series shall be entitled to one vote for each such share
held.
4
<PAGE>
SECTION 5. AGENT FOR PROCESS
The secretary of state is designated as agent of the corporation upon
whom process against it may be served, and the post office address to which the
secretary of state shall mail a copy of any process against the corporation
served upon him is, American Express Company, 200 Vesey Street, New York, New
York 10285. In addition, CT Corporation System, 1633 Broadway, New York, New
York 10019 has been designated as the registered agent of the corporation in New
York upon whom all process against the corporation may be served.
SECTION 6. SHAREHOLDER VOTE
Every holder of common shares of record shall be entitled at every
meeting of shareholders to one vote for each common share standing in his name
on the record of shareholders. Holders of each series of preferred shares shall
be entitled to vote in accordance with the provisions of this certificate
relating to such series.
SECTION 7. AMENDMENTS
The corporation reserves the right to amend, alter, change or repeal
any provision herein contained in the manner now or hereafter prescribed by
applicable law, and all rights conferred hereunder upon shareholders of the
corporation are granted subject to this reservation.
SECTION 8. LIABILITY OF DIRECTORS
No director shall be personally liable to the corporation or any
shareholder for damages for any breach of duty as a director, except for (a) the
liability of any director if a judgment or other final adjudication adverse to
him establishes that (i) his acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law or (ii) he personally
gained in fact a financial profit or other advantage to which he was not legally
entitled or (iii) his acts violated Section 719 of the New York Business
Corporation Law, or (b) the liability of any director for any act or omission
prior to the adoption of this Section 8. Any repeal or modification of this
Section 8 by the shareholders of the corporation shall not, unless otherwise
required by law, adversely affect any right or protection of a director existing
at the time of such repeal or modification with respect to acts or omissions
occurring prior to such repeal or modification. If the New York Business
Corporation Law is amended after approval by the shareholders of this Section 8
to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the New York
Business Corporation Law, as amended from time to time.
* * * * *
American Express Company
General Counsel's Office
American Express Tower
World Financial Center
New York, New York 10285
July 31, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: American Express Company
Registration Statement on Form S-3
Registration of 1,000,000 Common
Shares Pursuant to the
American Express Company
Shareholder's Stock Purchase Plan
----------------------------------
Dear Sirs:
I am Group Counsel of American Express Company, a New York corporation (the
"Company"), and have represented the Company in connection with the filing of a
Registration Statement on Form S-3 under the Securities Act of 1933, as amended,
for the registration of 1,000,000 Common Shares, par value $.60 per share (the
"Common Shares"), of the Company offered and to be offered pursuant to the
American Express Company Shareholder's Stock Purchase Plan (the "Plan").
I have examined originals (or copies certified to my satisfaction) of
resolutions and such other instruments, records and documents as I have deemed
necessary or relevant as the basis of my opinion hereinafter expressed. I have
assumed the genuineness of all signatures, the authenticity of all documents and
certificates examined by me and the correctness of all statements of fact
contained therein.
Based upon the foregoing and subject to the qualification that I am
admitted to the practice of law only in the State of New York and do not purport
to be expert in the laws of any jurisdiction other than the State of New York
and the United States insofar as they bear on the matters covered hereby, I am
of the opinion that:
1. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of New York.
2. The Common Shares have been duly authorized and, when delivered in
accordance with the terms and conditions of the Plan, will be legally
issued, fully-paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
captioned Registration Statement and to the reference to me under the caption
"Legal Matters."
Very truly yours,
/s/ Douglas H. Daniels
--------------------------
Douglas H. Daniels
Group Counsel
July 30, 1997
The Shareholders and Board of Directors
American Express Company
We are aware of the incorporation by reference in the Registration Statement on
Form S-3 and related Prospectus of American Express Company (the "Company"), for
the registration of 1,000,000 shares of its common stock, of our report dated
May 15, 1997 relating to the unaudited consolidated interim financial statements
of the Company which are included in its Form 10-Q for the quarter ended March
31, 1997.
Pursuant to Rule 436(c) of the Securities Act of 1933, our report is not a part
of the Registration Statement prepared or certified by accounts within the
meaning of Section 7 or 11 of the Securities Act of 1933.
/s/Ernst & Young LLP
- ---------------------
Ernst & Young LLP
New York, New York
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of American Express
Company (the "Company") for the registration of 1,000,000 shares of its common
stock and to the incorporation by reference therein of our report dated February
7, 1997 with respect to the consolidated financial statements and schedules of
the Company incorporated by reference in the Company's Annual Report on Form
10-K for the year ended December 31, 1996 filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
- ----------------------
Ernst & Young LLP
New York, New York
July 30, 1997
POWER OF ATTORNEY
American Express Company, a New York corporation (the "Company"), and
each of the undersigned officers and directors of the Company, hereby constitute
and appoint Richard K. Goeltz, Louise M. Parent, and Stephen P. Norman, jointly
and severally, with full power of substitution and revocation, their true and
lawful attorneys-in-fact and agents, for them and on their behalf and in their
respective names, places and steads, in any and all capacities, to sign, execute
and affix their respective seals thereto and file any of the documents referred
to below relating to the proposed registration of up to 1,000,000 Common Shares,
par value $.60 per share, that may be acquired pursuant to the American Express
Shareholder's Stock Purchase Plan: a registration statement under the Securities
Act of 1933, as amended, including any amendments thereto on behalf of the
Company, with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority, granting unto said attorneys, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as they might or could
do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
This Power of Attorney may be executed in counterparts.
IN WITNESS WHEREOF, American Express Company has caused this Power of
Attorney to be executed in its name by its Vice Chairman and Chief Financial
Officer and its corporate seal to be affixed and attested by its Secretary, and
the undersigned officers and directors have hereunto set their hand as of the
28th day of July 1997.
AMERICAN EXPRESS COMPANY
BY: /s/Richard K. Goeltz
-------------------------
Richard K. Goeltz
Vice Chairman and Chief
Financial Officer
[CORPORATE SEAL]
Attest
/s/Stephen P. Norman
- ---------------------
Stephen P. Norman
Secretary
<PAGE>
By: /s/Harvey Golub By: /s/Charles W. Duncan Jr.
----------------- --------------------------
Harvey Golub Charles W. Duncan Jr.
Chairman, Chief Executive Director
Officer and Director
By: /s/Kenneth I. Chenault By: /s/Beverly Sills Greenough
------------------------ ---------------------------
Kenneth I. Chenault Beverly Sills Greenough
President, Chief Operating Director
Officer and Director
By: /s/Richard K. Goeltz By: /s/F. Ross Johnson
------------------------ --------------------------
Richard K. Goeltz F. Ross Johnson
Vice President Director
and Chief Financial Officer
By: /s/Daniel T. Henry By: /s/Vernon E. Jordan Jr.
------------------------- ---------------------------
Daniel T. Henry Vernon E. Jordan Jr.
Senior Vice President Director
and Comptroller
By: /s/Daniel F. Akerson By: /s/Jan Leschly
-------------------------- ---------------------------
Daniel F. Akerson Jan Leschly
Director Director
By: /s/Anne L. Armstong By: /s/Drew Lewis
-------------------------- ---------------------------
Anne L. Armstrong Drew Lewis
Director Director
By: /s/Edwin L. Artzt By: /s/Aldo Papone
--------------------------- ---------------------------
Edwin L. Artzt Aldo Papone
Director Director
By: /s/William G. Bowen By: /s/Frank P. Popoff
--------------------------- ---------------------------
William G. Bowen Frank P. Popoff
Director Director
