As filed with the Securities and Exchange Commission on December 9, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN EXPRESS COMPANY
(Exact name of registrant as specified in its charter)
New York 13-4922250
(State or other (I.R.S. Employer
jurisdiction Identification No.)
of incorporation or
organization)
200 Vesey Street
New York, New York 10285
(Address of principal
executive offices)
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AMERICAN EXPRESS DIRECTORS' STOCK PLAN
(Full title of the plan)
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LOUISE M. PARENT, ESQ.
Executive Vice President
and General Counsel
American Express Company
200 Vesey Street
New York, New York 10285
(Name and address of agent for service)
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(212) 640-2000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount of
Title of Amount to Offering Aggregate Registration
Securities be Price Per Offering Fee (1)
to be Registered Share (1) Price (1)
Registered
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Common 10,000 $84.376 $843,760 $248.91
Shares, par
value $.60
per share
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based upon the
average of the high and low sales prices of such securities on the New York
Stock Exchange on December 3, 1997. The registration fee is calculated by
multiplying the maximum aggregate offering price by .000295.
<PAGE>
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
These are hereby incorporated by reference: (i) the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996, as amended
on Form 10-K/A (Amendment No. 1) dated June 26, 1997; (ii) the Registrant's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June
30, 1997 and September 30, 1997; (iii) the Registrant's Current Reports on
Form 8-K dated January 27, 1997, April 24, 1997 (as amended April 28, 1997),
July 29, 1997 and October 27, 1997; and (iv) the description of the
Registrant's Common Shares, par value $.60 per share (the "Common Shares"),
contained in the Registrant's Registration Statement on Form 8-A dated
November 13, 1984.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, 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 in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof 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 Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's By-laws 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 and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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<PAGE>
ITEM 8. EXHIBITS
4.1 Registrant's Restated Certificate of Incorporation, dated May 29, 1997
(incorporated by reference to Exhibit 4.1 of the Registrant's
Registration Statement on Form S-3 (File No. 333-32525), filed with the
Commission on July 31, 1997).
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, filed with the
Commission on November 14, 1996).
4.3 Form of Certificate for the Registrant's Common Shares (incorporated by
reference to Exhibit 4 of the Registrant's Registration Statement on
Form S-3 (File No. 33-35382), filed with the Commission on June 12,
1990).
4.4* Resolution of the Board of Directors of the Registrant adopting the
American Express Directors' Stock Plan.
15* Letter re: Unaudited Interim Financial Information.
23* Consent of Ernst & Young LLP.
24* Power of Attorney.
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* Filed herewith.
ITEM 9. UNDERTAKINGS
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;
(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;
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<PAGE>
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8 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.
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.
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, 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.
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<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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on
this 9th day of December, 1997.
AMERICAN EXPRESS COMPANY
(Registrant)
By /s/ Stephen P. Norman
---------------------
Stephen P. Norman
Secretary
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 Chairman and Director
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 Popoff
Director Director
*By: /s/ Stephen P. Norman
---------------------
Stephen P. Norman
(As Attorney-In-Fact)
December 9, 1997
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<PAGE>
EXHIBIT INDEX
The following exhibits are filed herewith, except as noted below.
Exhibit No. Description
4.1 Registrant's Restated Certificate of Incorporation, dated May
29, 1997 (incorporated by reference to Exhibit 4.1 of the
Registrant's Registration Statement on Form S-3 (File No.
333-32525), filed with the Commission on July 31, 1997).
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, filed with the Commission on November 14, 1996).
4.3 Form of Certificate for the Registrant's Common Shares
(incorporated by reference to Exhibit 4 of the Registrant's
Registration Statement on Form S-3 (File No. 33-35382), filed
with the Commission on June 12, 1990).
4.4* Resolution of the Board of Directors of the Registrant adopting
the American Express Directors' Stock Plan.
15* Letter re: Unaudited Interim Financial Information.
23* Consent of Ernst & Young LLP.
24* Power of Attorney.
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* Filed herewith.
<PAGE>
EXHIBIT 4.4
Directors' Stock Plan
RESOLVED, that the Company adopts the Directors' Stock Plan, under which
each non-employee director shall, commencing in January 1998, receive as
compensation for Board service during the preceding year, 200 common shares
of the Company on the first business day following the end of each year in
which he or she serves; provided, however, that a director who attends less
than 75% of the Board and Committee meetings of which he or she is a member
shall receive 150 shares and that a newly elected director who joins the
Board after July 1 shall receive 100 shares.
<PAGE>
EXHIBIT 15
December 8, 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-8 and related Prospectus pertaining to the American Express
Directors' Stock Plan of American Express Company (the "Company") for the
registration of 10,000 shares of its common stock, of our reports dated May
15, 1997, August 13, 1997 and November 13, 1997 relating to the unaudited
consolidated interim financial statements of the Company which are included
in its Forms 10-Q for the quarters ended March 31, 1997, June 30, 1997 and
September 30, 1997, respectively.
Pursuant to Rule 436(c) of the Securities Act of 1933, our reports are not
a part of the Registration Statement prepared or certified by accountants
within the meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
New York, New York
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 and related Prospectus pertaining to the American Express Directors'
Stock Plan of American Express Company (the "Company"), for the registration
of 10,000 shares of its common stock, 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, as amended by the Company's Form 10-K/A
dated June 26, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
December 8, 1997
<PAGE>
EXHIBIT 24
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 10,000 Common Shares, par value $.60 per share, that
may be issued pursuant to the American Express Directors' Stock 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 and Director
Chief Financial Officer
By /s/ Daniel T. Henry By /s/ Vernon E. Jordan Jr.
-------------------------- --------------------------
Daniel T. Henry Vernon E. Jordan Jr.
Senior Vice President and Director
Comptroller
By /s/ Daniel F. Akerson By /s/ Jan Leschly
-------------------------- --------------------------
Daniel F. Akerson Jan Leschly
Director Director
By /s/Anne L. Armstrong By /s/ Drew Lewis
-------------------------- --------------------------
Anne L. Armstrong Drew Lewis
Director Director
By /s/ Edwin L. Artzt By /s/ Aldo Papone
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Edwin L. Artzt Aldo Papone
Director Director
By /s/ William G. Bowen By /s/ Frank P. Popoff
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William G. Bowen Frank P. Popoff
Director Director
