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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
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AMERICAN EXPRESS COMPANY AMERICAN EXPRESS COMPANY
CAPITAL TRUST I
(Exact Name of Registrant as Specified in its Charter) (Exact Name Of Registrant As Specified in its Charter)
NEW YORK DELAWARE
(State or other jurisdiction) (State or other jurisdiction)
13-4922250 51-6508487
(I.R.S. Employer Identification Number) (I.R.S. Employer Identification Number)
200 VESEY STREET 200 VESEY STREET
NEW YORK, NEW YORK 10285 NEW YORK, NEW YORK 10285
(212) 640-2000 (212) 640-2000
(Address, including zip code, and telephone (Address, including zip code, and telephone
number, including area code of number, including area code
registrant's principal executive offices) of registrant's principal executive offices)
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If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and securities pursuant to Section 12(g) of the Exchange Act and is
is effective pursuant to General Instruction A.(c), please effective pursuant to General Instruction A.(d), please check
check the following box [x] the following box. [_]
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Securities Act registration statement file number to which this form relates:
333-55761
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- ------------------- ------------------------------
Cumulative Quarterly Income New York Stock Exchange, Inc.
Preferred Securities, Series 1
Securities to be registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
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The Cumulative Quarterly Income Preferred Securities, Series I will be
issued by American Express Company Capital Trust I and guaranteed by American
Express Company to the extent set forth in the guarantee of American Express
Company. The description of the securities to be registered that appears on
pages S-15 through S-18 (under "Certain Terms of the Capital Securities"), pages
19 through 30 (under "Description of Capital Securities"), pages S-22 through S-
23 ("Certain Terms of Guarantee"), pages 34 through 36 ("Description of
Guarantees") and pages S-23 through S-27 (under "U.S. Federal Income Tax
Consequences") of the prospectus dated June 24, 1998 as supplemented by the
preliminary prospectus supplement dated July 9, 1998 relating to the securities,
each as first filed with the Securities and Exchange Commission pursuant to Rule
424(b) under the Securities Act of 1933, as amended, is hereby incorporated by
reference in answer to this Item.
Item 2. Exhibits
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The following exhibits shall be, or have been, filed with the New York
Stock Exchange, Inc.:
1. Registrant's Restated Certificate of Incorporation, dated May
29, 1997, as amended to date (incorporated by reference to
Exhibit 4.1 of the Registrant's Registration Statement on Form
S-3 (File No. 333-325251), filed with the Commission on July 31,
1997).
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).
3. Certificate of Trust of American Express Company Capital Trust I
(incorporated by reference to the Registrant's Registration
Statement on Form S-3 (File No. 333-55761)
4. Form of Amended and Restated Trust Agreement of American Express
Company Capital Trust I. (incorporated by reference to the
Registrant's Registration Statement on Form S-3 (File No. 333-
55761)
5. Form of Capital Security Certificate for American Express
Company Capital Trust I. (incorporated by reference to the
Registrant's Registration Statement on Form S-3 (File No. 333-
55761)).
6. Form of Guarantee Agreement for American Express Company Capital
Trust I. (incorporated by reference to the Registrant's
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Registration Statement on Form S-3 (File No. 333-55761)).
7. Form of Agreement as to Expenses and Liabilities for American
Express Company Capital Trust I (incorporated by reference to
the Registrant's Registration Statement on Form S-3 (File No.
333-55761)).
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
American Express Company
/s/ Kim Rosenberg
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Name: Kim Rosenberg
Title: Senior Vice President
and Treasurer
July 10, 1998
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
American Express Company Capital Trust I
/s/ Kim Rosenberg
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Name: Kim Rosenberg
Title: Administrator
July 10, 1998
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