<PAGE>
As filed with the Securities and Exchange Commission on May 14, 1998
Registration No. 333-12683
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
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)
-----------------------------
1989 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
-----------------------------
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)
-------------------------------
(212) 640-2000
(Telephone number, including area code, of agent for service)
===============================================================================
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EXPLANATORY STATEMENT
A total of 23,700,000 common shares of American Express Company (the
"Company") were registered by Registration Statement on Form S-8 (Registration
No. 333-12683) for issuance under the Company's 1989 Long-Term Incentive Plan
(the "1989 Plan"). On April 27, 1998, the shareholders of the Company approved
the 1998 Incentive Compensation Plan (the "1998 Plan"), which replaced the 1989
Plan. 17,970,000 common shares of the Company which were registered and
available for issuance in connection with the 1989 Plan have not been issued
under the 1989 Plan. Pursuant to instruction E to Form S-8 and the
interpretation of the Securities and Exchange Commission (the "Commission") set
forth at page 113 of the Division of Corporation Finance's Manual of
Publicly-Available Telephone Interpretations, dated July 1997, these
17,970,000 shares are carried forward and deemed covered by the Registration
Statement on Form S-8 with respect to the 1998 Plan filed on the date hereof. A
registration fee of $276,923.90 was paid with respect to such 17,970,000
common shares at the time of the original filing of the Registration Statement
on Form S-8, filed with the Commission on September 25, 1996.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registration Statement on Form S-8, File No. 333-12683, is
incorporated by reference herein.
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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
Post-Effective Amendment No. 1 to the 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 14th day of May, 1998.
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 dates indicated.
* *
- ------------------------------ ------------------------------
Harvey Golub Charles W. Duncan, Jr.
Chairman, Chief Executive Director
Officer and Director
/s/ Kenneth I. Chenault *
- ------------------------------ ------------------------------
Kenneth I. Chenault Beverly Sills Greenough
President, Chief Operating Director
Officer and Director
*
- ------------------------------ ------------------------------
Richard Karl 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 Frank P. Popoff
Director Director
*
- -----------------------------
William G. Bowen
Director
*By: /s/ Stephen P. Norman
---------------------
Stephen P. Norman
(As Attorney-In-Fact)
May 14, 1998
