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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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AMERICAN EXPRESS COMPANY
(Exact Name of Registrant as specified in its Charter)
New York 13-4922250
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
200 Vesey Street 10285
(Address of principal executive offices) (zip code)
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
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Common Shares, Boston Stock Exchange
par value $0.20 per share
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. / /
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. / /
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On May 10, 2000, American Express Company (the "Company") effected a
3-for-1 stock split of the Company's issued and unissued common shares, par
value $.60 per share. As a result of the stock split, each shareholder of
record received two additional shares for each share held and the par value of
each share was reduced from $.60 to $.20. Item 1 of the Registration Statement
on Form 8-A, dated November 14, 1984, filed with the Securities and Exchange
Commission (the "Commission") is hereby amended and restated in its entirety
as follows:
DESCRIPTION OF CAPITAL STOCK OF AMERICAN EXPRESS COMPANY
Set forth below is a description of the Company's capital stock. The
following statements are summaries of, and are subject to the detailed
provisions of the Company's Restated Certificate of Incorporation and By-laws
and the New York Business Corporation Law.
The Company is authorized to issue up to 3,600,000,000 Common Shares,
par value $.20 per share and up to 20,000,000 Preferred Shares, par value
$1.66 2/3 per share. No Preferred Shares are currently outstanding.
COMMON SHARES
The rights of the holders of Common Shares are qualified by the
rights of the holders, if any, of Preferred Shares. Subject to these prior
rights, the holders of Common Shares are entitled to receive such dividends as
are declared by the Board of Directors out of funds legally available therefor
and to receive ratably on liquidation any assets which remain after payment of
liabilities and the liquidation preferences of Preferred Shares. Each Common
Share entitles the holder thereof to one vote at all meetings of shareholders,
and such votes are noncumulative. The Common Shares are not redeemable, have
no subscription or conversion rights and do not entitle the holder thereof to
any preemptive rights.
PREFERRED SHARES
The Board of Directors of the Company may issue Preferred Shares in
series. The Board is authorized to determine the number and designation of
each series and the relative rights, preferences and limitations of each
series, including dividend, conversion, redemption, liquidation and voting
rights. Preferred Shares of all series are of equal rank as to dividends,
redemption and liquidation rights.
ITEM 2. EXHIBITS.
Exhibit No. Description
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1 Company's Restated Certificate of Incorporation (incorporated
by reference to Exhibit 4.1 of the Company's Registration
Statement on Form S-3, dated July 31, 1997 (Commission File No.
333-32525)).
2 Company's Certificate of Amendment of the Certificate of
Incorporation, dated April 25, 2000 (incorporated by reference to
Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q
(Commission File No. 1-7657) for the quarter ended March 31, 2000).
3 Company's By-laws, as amended through February 23, 1998
(incorporated by reference to Exhibit 3.2 of the Company's
Annual Report on Form 10-K (Commission File No. 1-7657) for the
fiscal year ended December 31, 1997).
4 Form of certificate for common shares, par value $0.20 per share.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN EXPRESS COMPANY (Registrant)
By: /s/ Stephen P. Norman
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Name: Stephen P. Norman
Title: Secretary
Date: June 12, 2000
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EXHIBIT INDEX
Exhibit No. Description
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1 Company's Restated Certificate of Incorporation (incorporated
by reference to Exhibit 4.1 of the Company's Registration
Statement on Form S-3, dated July 31, 1997 (Commission File No.
333-32525)).
2 Company's Certificate of Amendment of the Certificate of
Incorporation, dated April 25, 2000 (incorporated by reference to
Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q
(Commission File No. 1-7657) for the quarter ended March 31, 2000).
3 Company's By-laws, as amended through February 23, 1998
(incorporated by reference to Exhibit 3.2 of the Company's
Annual Report on Form 10-K (Commission File No. 1-7657) for the
fiscal year ended December 31, 1997).
4 Form of certificate for common shares, par value $0.20 per share.
