<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 3, 1995
REGISTRATION NO. 33-62797
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT AND POST-EFFECTIVE AMENDMENT
TO ANOTHER
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
AMERICAN EXPRESS CREDIT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 11-1988350
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
VINCENT P. LISANKE, PRESIDENT
AMERICAN EXPRESS CREDIT CORPORATION
ONE CHRISTINA CENTRE ONE CHRISTINA CENTRE
301 NORTH WALNUT STREET 301 NORTH WALNUT STREET
WILMINGTON, DELAWARE 19801-2919 WILMINGTON, DELAWARE 19801-2919
(302) 594-3350 (302) 594-3350
(Address, including zip code, and (Name, address, including zip code,
telephone number, including and telephone number,
area code, of registrant's principal including area code, of agent for
executive offices) service)
</TABLE>
Copies to:
<TABLE>
<S> <C>
DAVID S. CARROLL, ESQ. VINCENT PAGANO JR., ESQ.
AMERICAN EXPRESS COMPANY SIMPSON THACHER & BARTLETT
AMERICAN EXPRESS TOWER 425 LEXINGTON AVENUE
WORLD FINANCIAL CENTER NEW YORK, NEW YORK 10017
NEW YORK, NEW YORK 10285
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement, as determined
in light of market conditions.
------------------------
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, PLEASE 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 OF 1933, 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 OF 1933, 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. /X/
------------------------
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included herein is a combined prospectus and also relates to $310,297,000
aggregate principal amount of Debt Securities and Warrants to Purchase Debt
Securities registered pursuant to Registration Statement No. 33-47497 previously
filed by the Registrant on Form S-3 and declared effective on May 11, 1992. In
connection with the registration of up to $1,000,000,000 aggregate principal
amount of Debt Securities and Warrants to Purchase Debt Securities registered
pursuant to Registration Statement No. 33-47497, the Registrant paid a
registration fee in the amount of $312,500.
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<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 3, 1995
PROSPECTUS
AMERICAN EXPRESS CREDIT CORPORATION
DEBT SECURITIES AND WARRANTS TO PURCHASE DEBT SECURITIES
------------------------
This Prospectus covers debt securities (the 'Debt Securities') and warrants
to purchase Debt Securities ('Warrants' and together with the Debt Securities,
the 'Securities') to be issued for proceeds of up to $1,310,297,000 (or the
equivalent in foreign denominated currencies or composite currencies), which
American Express Credit Corporation (the 'Company') may issue from time to time
in one or more series. The Securities will be offered directly, or through
agents designated from time to time, or through broker-dealers or underwriters
also to be designated. The Securities will be offered to the public on terms
determined by market conditions at the time of sale. The Securities may be sold
for U.S. dollars, foreign denominated currencies or composite currencies, and
principal of and any interest on the Debt Securities may likewise be payable in
U.S. dollars, foreign denominated currencies or composite currencies. The
currency or currencies for which the Securities may be purchased and the
currency or currencies in which principal of and any interest on the Debt
Securities may be payable are set forth in the accompanying Prospectus
Supplement (the 'Prospectus Supplement').
The specific designation, aggregate principal amount, offering price,
maturity, rate (or method of calculating the rate) and time of payment of any
interest, authorized denominations, and redemption provisions, if any, or other
specific terms of the Debt Securities, the duration, offering price, exercise
price and detachability of any Warrants, and any listing on a securities
exchange of the series of Securities in respect of which this Prospectus is
being delivered are set forth in the accompanying Prospectus Supplement.
The Company may sell the Securities through underwriters or dealers and
also may sell the Securities directly to purchasers or through agents. The names
of any underwriters or agents involved in the sale of the Securities in respect
of which this Prospectus is being delivered and their compensation are set forth
in the accompanying Prospectus Supplement.
------------------------
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 November , 1995.
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 SUCH STATE.
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY AGENT OR UNDERWRITER. THIS PROSPECTUS AND THE ACCOMPANYING
PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER
THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THEREOF.
AVAILABLE INFORMATION
The 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 and other information with the Securities and Exchange
Commission (the 'Commission'). Such reports and other information can be
inspected and copied at the offices of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: Midwest Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and Northeast Regional
Office, Seven World Trade Center, 13th Floor, New York, New York 10048. Copies
of such material 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. Such reports and other information concerning the Company
also may be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, on which a series of the Company's debt
securities are listed. This Prospectus does not contain all of the information
set forth in the Registration Statement (of which this Prospectus is a part) and
the Exhibits thereto which the Company has filed with the Commission under the
Securities Act of 1933, as amended, and to which reference is hereby made. No
reports will be provided to Holders of the Securities.
DOCUMENTS INCORPORATED BY REFERENCE
There is incorporated herein by reference (i) the Company's Annual Report
on Form 10-K for the year ended December 31, 1994, as amended by Amendment No. 1
on Form 10-K/A dated May 8, 1995, (ii) the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995 and (iii) the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995. All documents filed by
the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date hereof and prior to the termination of the offering of the
Securities offered hereby shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed modified or superseded for purposes of this
Prospectus to the extent that a statement contained in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any 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,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED, ON THE
WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS
DESCRIBED ABOVE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO THE DOCUMENTS THAT THIS PROSPECTUS
INCORPORATES. REQUESTS SHOULD BE DIRECTED TO: AMERICAN EXPRESS CREDIT
CORPORATION, ONE CHRISTINA CENTRE, 301 NORTH WALNUT STREET, WILMINGTON, DELAWARE
19801-2919, ATTENTION: PRESIDENT (TEL. 302-594-3350).
2
<PAGE>
THE COMPANY
The Company was incorporated in Delaware in 1962 and was acquired by
American Express Company ('American Express') in December 1965. On January 1,
1983, the Company became a wholly-owned subsidiary of American Express Travel
Related Services Company, Inc. (including its subsidiaries, where appropriate,
'TRS'), a wholly-owned subsidiary of American Express.
The Company is primarily engaged in the business of purchasing Cardmember
receivables arising from the use of the American Express(Registered) Card,
including the American Express(Registered) Gold Card, Platinum Card(Registered)
and Corporate Card issued in the United States and related non-interest bearing
extended payment plan receivables arising from direct mail merchandise sales by
TRS. The Company purchases Cardmember receivables in designated currencies
outside the United States. The Company also purchases certain receivables
arising from the use of the Optima(Service Mark) Card and interest-bearing
extended payment plan Sign & Travel(Registered) receivables arising from travel
services sales. (The American Express Card and Optima Card are collectively
referred to herein as the 'Card'.) TRS provides a variety of products and
services, including the Card, consumer lending, the American Express(Registered)
Travelers Cheque, travel products and services, magazine publishing, direct mail
merchandise services, database marketing and management and insurance. The Card
is issued by TRS and certain of its subsidiaries (the 'Card Issuers'). The Card
business has not experienced significant seasonal fluctuation, although Card
billed business tends to be moderately higher in the fourth quarter than in
other calendar quarters.
During the six month periods ended June 30, 1995 and 1994, the Company
purchased approximately $57 billion and $53 billion of Cardmember receivables,
respectively. At June 30, 1995 and 1994, the extended payment plan receivables
owned by the Company totalled approximately $1.5 billion and $1.3 billion,
respectively. The Company is currently purchasing certain interest-bearing
extended payment plan receivables from, and has made loans (which are secured by
Optima Card receivables) to, American Express Centurion Bank, a subsidiary of
TRS. At June 30, 1995 and 1994, the Company, through a subsidiary, Credco
Receivables Corp., owned approximately $1.6 billion and $1.4 billion,
respectively, of gross participation interests in the seller's interest in
Cardmember receivables owned by a Master Trust which was formed by TRS as part
of an asset securitization program. The gross participation interests represent
undivided interests in the securitized receivables conveyed to the Master Trust
by American Express Receivables Financing Corporation, a subsidiary of TRS.
The Company purchases Cardmember receivables from the Card Issuers, without
recourse, pursuant to agreements ('Receivables Agreements') which provide that
amounts resulting from unauthorized charges (for example, those made with a lost
or stolen Card) are not eligible for purchase by the Company. If the
unauthorized nature of the charge is discovered after purchase by the Company,
the Card Issuer repurchases the charge from the Company at its face amount.
The Company generally purchases non-interest-bearing Cardmember receivables
at face amount less a specified discount agreed upon from time to time and
interest-bearing Cardmember receivables at face amount. The Receivables
Agreements generally require that non-interest-bearing receivables be purchased
at discount rates which yield to the Company earnings of not less than 1.25
times its fixed charges on an annual basis. The Receivables Agreements also
provide that consideration will be given from time to time to revising the
discount rate applicable to purchases of new receivables to reflect changes in
money market interest rates or significant changes in the collectibility of
receivables. Outstanding Cardmember receivables purchased from affiliates are
generally purchased net of reserve balances applicable thereto.
The Card Issuers, at their expense and as agents for the Company, perform
accounting, clerical and other services necessary to bill and collect all
Cardmember receivables owned by the Company. The Receivables Agreements provide
that, without prior written consent of the Company, the credit standards used to
determine whether a Card is to be issued to an applicant may not be materially
reduced and that the policy as to the cancellation of Cards for credit reasons
may not be materially liberalized.
For each of the six month periods ended June 30, 1995 and 1994, the average
life of Cardmember receivables owned by the Company (based upon the ratio of the
average amount of both billed and unbilled receivables owned by the Company at
the end of each month during the years indicated to the volume of Cardmember
receivables purchased by the Company, net of Cardmember receivables sold to
affiliates) was 43 days. The Company generally writes off against its reserve
for doubtful accounts the total balance in an account
3
<PAGE>
for which any portion remains unpaid twelve months from the date of original
billing for non-interest-bearing Cardmember receivables and after six
contractual payments are past due for interest-bearing Cardmember receivables.
Accounts are written off earlier if deemed uncollectible. The Company's
write-offs, net of recoveries, expressed as a percentage of the volume of
Cardmember receivables purchased for the six-month periods ended June 30, 1995
and 1994 were .41% and .43%, respectively.
The Indenture under which the Securities are to be issued states that the
Company will not engage in any transaction with American Express or its
affiliates unless on a basis not materially less favorable to the Company than
would be the case if such transaction had been effected with a non-related
party. See 'Description of Debt Securities--Covenants Relating to the
Company--Transactions with Affiliates'.
American Express, as the parent of TRS, has agreed with the Company that it
will take all necessary steps to assure performance of certain of TRS's
obligations under the Receivables Agreement between TRS and the Company. The
Securities are solely the obligations of the Company and are not guaranteed
under the Receivables Agreements or otherwise by American Express or the Card
Issuers. The Receivables Agreements may be terminated at any time by either the
Company or the Card Issuer, generally upon little or no notice. Alternatively,
the parties may agree to reduce the 1.25 fixed charge coverage ratio, which
could result in lower discount rates, and, consequently, lower revenues and net
income of the Company.
The Company's executive offices are located at One Christina Centre, 301
North Walnut Street, Wilmington, Delaware 19801-2919 (tel. 302-594-3350).
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges of the Company and of American Express for the periods indicated:
SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
JUNE 3 ------------------------------
1995 1994 1993 1992 1991 1990
---------- ---- ---- ---- ---- ----
American Express Credit Corporation 1.28 1.29 1.34(1) 1.29 1.28 1.28
American Express Company 1.84 1.90 2.19 1.40 1.21 1.50
- ------------------
(1) The ratio of earnings to fixed charges calculated in accordance with the
Receivables Agreements after the impact of the extraordinary charge of $34
million (pre-tax) was 1.28.
Under the Receivables Agreements, the discount rate for new Cardmember
receivables acquired by the Company must be sufficient to yield to the Company
earnings of not less than 1.25 times its fixed charges on an annual basis.
In computing the Company's ratio of earnings to fixed charges, 'earnings'
consist of net income plus income taxes and interest expense, amortization of
debt discount, premium and related expenses. 'Fixed charges' consist of interest
expense, amortization of debt discount, premium and related expenses. Gross
rentals on long-term leases were minimal in amount in each of the periods shown.
Since the rate of discount on Cardmember receivables purchased by the Company is
established by the Receivables Agreements to enable the Company to achieve at
least a predetermined ratio of earnings to fixed charges, a pro forma ratio of
earnings to fixed charges would not be meaningful.
In computing American Express's ratio of earnings to fixed charges,
"earnings" consist of pretax income from continuing operations plus interest
expense, amortization of capitalized interest, the net loss of affiliates
accounted for at equity whose debt is not guaranteed by American Express, the
minority interest in the earnings of majority-owned subsidiaries with fixed
charges, and the interest component of rental expense less undistributed net
income of affiliates accounted for at equity. "Fixed Charges" consist of
interest expense, capitalized interest costs and the interest component of
rental expense. On May 31, 1994, American Express completed the spin-off of
Lehman Brothers Holdings Inc. ("Holdings") through a dividend to American
Express common shareholders. Accordingly, Holdings' results are reported as a
discontinued operation and are excluded from the computation of the ratios for
all periods presented. In March 1993, American Express reduced its ownership in
First Data Corporation ("FDC") to approximately 22 percent through a public
offering. As a result, beginning in 1993, FDC is included as an equity
investment in the computation of the ratios.
USE OF PROCEEDS
Except as may be otherwise set forth in the Prospectus Supplement
accompanying this Prospectus, the net proceeds to the Company from the sale of
the Securities will be applied to the reduction of short-term senior debt
incurred primarily in connection with the purchase of receivables, and, pending
such utilization, a portion of the proceeds may be invested in short-term
investments.
The Company expects to incur additional debt in the future to carry on its
business. The nature and amount of the Company's short-term, medium-term and
long-term debt and the proportionate amount of each can be expected to fluctuate
as a result of market conditions and other factors.
4
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an indenture, dated as of
September 1, 1987, between the Company and BankAmerica National Trust Company
(as successor to Security Pacific National Trust Company (New York)), as trustee
(the 'Trustee'), as supplemented by a First Supplemental Indenture, dated as of
November 1, 1987, between the Company and Bank of Montreal Trust Company, as
trustee, a Second Supplemental Indenture, dated as of January 15, 1988, between
the Company and The First National Bank of Boston, as trustee, a Third
Supplemental Indenture, dated as of April 1, 1988, between the Company and
Chemical Bank (as successor to Manufacturers Hanover Trust Company), as trustee,
a Fourth Supplemental Indenture, dated as of May 1, 1988, between the Company
and Trust Company Bank, as trustee, a Fifth Supplemental Indenture, dated as of
March 28, 1989, between the Company and The Bank of New York, as trustee, a
Sixth Supplemental Indenture, dated as of May 1, 1989, between the Company and
Bank of Montreal Trust Company, as trustee, and a Seventh Supplemental
Indenture, dated as of July 28, 1995, between the Company and The Chase
Manhattan Bank, N.A. (as supplemented, the 'Indenture'). The following summary
of certain provisions of the Indenture does not purport to be complete and is
qualified in its entirety by reference to the Indenture, a copy of which is
filed or incorporated by reference as an exhibit to the Registration Statement
of which this Prospectus is a part, and to the Prospectus Supplement
accompanying this Prospectus which, among other things, will set forth any
covenants of the Company or events of default with respect to the series of Debt
Securities being offered thereby that differ from those described below,
provided that no material terms of the Debt Securities may be so varied. All
article and section references appearing herein are to articles and sections of
the Indenture.
GENERAL
The Debt Securities will be unsecured and will rank on a parity with all
other unsecured and unsubordinated indebtedness of the Company. (Section 12.09)
The Indenture does not limit the amount of Debt Securities which may be issued
thereunder. (Section 3.01) This Prospectus relates to Debt Securities and
Warrants, the proceeds of which aggregate up to $1,310,297,000 or the equivalent
thereof in foreign denominated currencies or composite currencies, such as
European Currency Units. The Debt Securities and Warrants may be issued from
time to time in one or more series and will be offered to the public on terms
determined by market conditions at the time of sale. The Indenture permits the
appointment of a different trustee for each series of Debt Securities. (Section
8.09) If there is at any time more than one trustee under the Indenture, the
term 'Trustee' as used in this Prospectus will mean each such trustee and will
apply to each such trustee only with respect to those series of Debt Securities
with respect to which it is serving as trustee. Reference is made to the
Prospectus Supplement that accompanies this Prospectus for the following terms
and other information with respect to the Debt Securities that may be offered
thereby: (i) the designation, aggregate principal amount and authorized
denominations of such Debt Securities; (ii) the percentage of their principal
amount at which such Debt Securities will be issued; (iii) the date (or the
manner of determining the date or dates) on which such Debt Securities will
mature; (iv) the currency or currencies for which the Debt Securities may be
purchased and the currency or currencies in which the principal and any interest
may be payable; (v) if the currency for which Debt Securities may be purchased
or in which principal and any interest may be payable is at the purchaser's
election, the manner in which such an election may be made; (vi) the rate per
annum at which such Debt Securities will bear interest, if any, or the method of
determining such rate; (vii) the dates on which interest, if any, will be
payable; (viii) any sinking fund, redemption or other similar terms; (ix) if a
Trustee other than BankAmerica National Trust Company is named for such Debt
Securities, the name of such Trustee; and (x) any other specific terms of the
Debt Securities. All Debt Securities of any one series need not be issued at the
same time, and all of the Debt Securities of any one series need not bear
interest at the same rate or mature on the same date.
Unless otherwise specified in the Prospectus Supplement which accompanies
this Prospectus, principal and interest, if any, on the Debt Securities offered
thereby are to be payable at the office or agency of the Company maintained for
such purposes in the city where the principal corporate trust office of the
Trustee for such Debt Securities is located, and will initially be the principal
corporate trust office of such Trustee, provided that payment of interest, if
any, may be made (subject to collection) at the option of the Company by check
mailed to the persons in whose names the Debt Securities are registered at the
close of business on the day specified in the Prospectus Supplement accompanying
this Prospectus. (Section 12.02)
5
<PAGE>
The Debt Securities may be issued in one or more series with the same or
various maturities and, unless otherwise specified in the Prospectus Supplement
which accompanies this Prospectus, will be issued only in fully registered form
without coupons. (Section 3.02) Registered Debt Securities will be exchangeable
for other Debt Securities of the same series, registered in the same name, for a
like aggregate principal amount in authorized denominations and may be presented
for registration of transfer at any time or from time to time at the
aforementioned office. No service charge will be made to the person in whose
name a Debt Security is registered (the 'Holder') for any such exchange or
registration of transfer except for any tax or governmental charge incidental
thereto. (Section 3.05)
The Debt Securities may be sold at a substantial discount below their
stated principal amount, bearing no interest or interest at a rate which at the
time of issuance is below market rates. Federal income tax consequences and
special considerations applicable to any such series will be described in the
Prospectus Supplement relating thereto.
GLOBAL NOTES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more global notes (the 'Global Notes') that will be deposited
with or on behalf of a depositary (a 'Depositary') identified in the Prospectus
Supplement relating to such series and which shall represent the amount of
uncertificated Debt Securities as specified in the Global Notes. Global Notes
will be issued in registered form and may be in either temporary or permanent
form.
The specific terms of the depositary arrangement with respect to any Debt
Securities of a series will be described in the Prospectus Supplement relating
to such series. The Company anticipates that the following provisions will apply
to all depositary arrangements.
Unless otherwise specified in an applicable Prospectus Supplement, Debt
Securities which are to be represented by a Global Note to be deposited with or
on behalf of a Depositary will be registered in the name of such depositary or
its nominee. Upon the issuance of a Global Note, the Depositary for such Global
Note will credit the respective principal amounts of the Debt Securities
represented by such Global Note to the accounts of institutions that have
accounts with such depositary or its nominee ('participants'). The accounts to
be credited shall be designated by the underwriters or agents of such Debt
Securities or by the Company, if such Debt Securities are offered and sold
directly by the Company. Ownership of beneficial interests in such Global Notes
will be limited to participants or persons that may hold interests through
participants. Ownership of beneficial interests by participants in such Global
Notes will be shown on, and the transfer of those ownership interests will be
effected only through, records maintained by the Depositary or its nominee for
such Global Note. Ownership of beneficial interests in Global Notes by persons
that hold through participants will be shown on, and the transfer of that
ownership interest within such participant will be effected only through,
records maintained by such participant. The laws of some jurisdictions require
that certain purchasers of securities take physical delivery of such securities
in definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in a Global Note.
So long as the Depositary for a Global Note, or its nominee, is the
registered owner of such Global Note, such depositary or such nominee, as the
case may be, will be considered the sole owner or holder of the Debt Securities
represented by such Global Note for all purposes under the Indenture. Except as
set forth below, owners of beneficial interests in such Global Notes will not be
entitled to have Debt Securities of the series represented by such Global Note
registered in their names, will not receive or be entitled to receive physical
delivery of Debt Securities of such series in definitive form and will not be
considered the owners or holders thereof under the Indenture.
Payment of principal of, premium, if any, and any interest on Debt
Securities registered in the name of or held by a Depositary or its nominee will
be made to the Depositary or its nominee, as the case may be, as the registered
owner or the holder of the Global Note. None of the Company, the Trustee, any
Paying Agent or the Securities Registrar for such Debt Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global Note or
for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests. (Section 3.09)
6
<PAGE>
The Company expects that the Depositary for a permanent Global Note, upon
receipt of any payment of principal, premium or interest in respect of a
permanent Global Note, will credit immediately participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Global Note as shown on the records of such
Depositary. The Company also expects that payments by participants to owners of
beneficial interests in such Global Note held through such participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in 'street name', and will be the responsibility of such participants.
A Global Note may not be transferred except as a whole by the Depositary
for such Global Note to a nominee or a successor of such depositary. If a
Depositary for a permanent Global Note is at any time unwilling or unable to
continue as depositary and a successor depositary is not appointed by the
Company within ninety days, the Company will issue Debt Securities in definitive
registered form in exchange for the Global Note or Notes representing such Debt
Securities. In addition, the Company may at any time and in its sole discretion
determine not to have any Debt Securities represented by one or more Global
Notes and, in such event, will issue Debt Securities in definitive form in
exchange for all of the Global Notes representing such Debt Securities. (Section
3.05) Further, if the Company so specifies with respect to the Debt Securities
of a series, an owner of a beneficial interest in a Global Note representing
Debt Securities of such series may, on terms acceptable to the Company and the
Depositary for such Global Note, receive Debt Securities of such series in
definitive form. In any such instance, an owner of a beneficial interest in a
Global Note will be entitled to physical delivery in definitive form of Debt
Securities of the series represented by such Global Note equal in principal
amount to such beneficial interest and to have such Debt Securities registered
in its name.
COVENANTS RELATING TO THE COMPANY
Transactions With Affiliates. Neither the Company nor any of its
Subsidiaries will engage in any transaction with any Affiliate of the Company
unless such transaction is on a basis not materially less favorable to the
Company or such Subsidiary than would be the case if such transaction had been
effected with a non-related third party. (Section 12.08) An 'Affiliate' of the
Company is defined as a corporation controlling, controlled by or under common
control with the Company. (Section 1.01) A 'Subsidiary' is defined as a
corporation of which the Company owns or controls, directly or indirectly, more
than 50% of each class of voting stock. (Section 1.01)
Maintenance Of Net Worth. The Indenture requires that the Company shall at
all times maintain a Net Worth of at least $50,000,000. (Section 12.10) 'Net
Worth' is defined in the Indenture to include, at any date, the aggregate stated
value of all classes of capital stock plus the aggregate amount of consolidated
surplus (whether capital, earned or other) of the Company and its consolidated
Subsidiaries. (Section 1.10)
Restrictions As To Liens. The Indenture contains a covenant that neither
the Company nor any of its Subsidiaries will create, assume or suffer to exist
any mortgage, pledge, encumbrance, lien or charge of any kind upon its or their
properties or assets whether now owned or hereafter acquired, or acquire or
agree to acquire property or assets of any character under any conditional sale
agreement or other title retention agreement, except (i) liens for taxes and
governmental charges not yet due or being contested in good faith, (ii) liens
incidental to the conduct of its business not incurred in connection with the
issuance or assumption of Debt, (iii) liens on deposits of the Company or of a
Subsidiary with banks, in accordance with customary and established banking
practice, in connection with the providing by the Company or a Subsidiary of
financial accommodations to any Person in the ordinary course of business, (iv)
liens securing obligations of a Subsidiary to the Company or another Subsidiary,
(v) certain liens on after acquired tangible property and purchase money liens
and (vi) extensions, renewals or replacements thereof. (Section 12.11) However,
the Company and any Subsidiary may create, assume or suffer to exist a lien or
charge upon any of its assets in connection with the issuance or assumption of
secured Debt which would otherwise be subject to the foregoing restrictions,
provided that the aggregate amount of all such secured Debt does not exceed 10%
of the Borrowing Base. (Section 12.11) 'Borrowing Base' means the sum of (i) the
outstanding Debt owed by the Company to American Express or a Subsidiary of
American Express which has been subordinated to the Debt Securities and (ii) Net
Worth. (Section 1.01) 'Debt' is defined as all obligations which in accordance
with generally accepted accounting principles would be included in determining
total liabilities on the liabilities side of the balance sheet of the Company
and all obligations guaranteeing Debt of any third person. (Section 1.01)
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<PAGE>
Ownership Of Capital Stock Of The Company. The Indenture requires that
American Express will at all times own, directly or indirectly, 100% of the
Common Stock of the Company and shares representing not less than 80% of the
total combined voting power of all shares of the Company having ordinary voting
rights. (Section 12.12)
Release From Covenants. Except as otherwise set forth in the Prospectus
Supplement relating to any series of the Debt Securities, the foregoing
covenants shall cease to be binding on the Company from and after the
ninety-first day following the deposit with the Trustee, in trust, of (i) money
in an amount in the currency in which the Debt Securities of such series are
denominated, or (ii) obligations issued or guaranteed by the U.S. Government in
the case of Debt Securities denominated in United States Dollars or obligations
issued or guaranteed by the government which issued the currency in which the
Debt Securities of such series are denominated in the case of Debt Securities
denominated in currencies other than United States Dollars ('Foreign
Currencies'), which through the payment of interest and principal in respect
thereof in accordance with their terms will provide money in an amount in the
currency in which the Debt Securities of such series are denominated, or (iii) a
combination thereof, sufficient to pay and discharge the principal (and premium,
if any) and interest, if any, to the date of maturity on, such series of Debt
Securities. (Section 12.16)
MODIFICATION OF THE INDENTURE
Modifications and amendments of the Indenture with respect to one or more
series of Debt Securities may be made by supplemental indenture without the
consent of the Holders of such Debt Securities (i) to evidence the succession of
another corporation to the Company and the assumption by such successor of the
Company's obligations under the Indenture; (ii) to add to or modify the
covenants or Events of Default of the Company for the benefit of the Holders of
the Debt Securities; (iii) to establish the form or terms of the Debt Securities
of any series; (iv) to provide for the issuance of Debt Securities of any series
in coupon or bearer form; (v) to cure any ambiguity or make any other provisions
with respect to matters or questions arising under the Indenture which shall not
adversely affect the interests of the Holders in any material respect; (vi) to
modify, eliminate or add to the provisions of the Indenture as shall be
necessary to qualify it under any applicable federal law; (vii) to name, by
supplemental indenture, a Trustee other than BankAmerica National Trust Company
for a series of Debt Securities; (viii) to provide for the acceptance of
appointment by a successor Trustee; (ix) to add to or modify the provisions of
the Indenture to provide for the denomination of Debt Securities in Foreign
Currencies; or (x) to supplement any provisions of the Indenture as is necessary
to permit or facilitate the defeasance and discharge of any Debt Securities as
described below. Any other modifications or amendments of the Indenture by way
of supplemental indenture will require the consent of the Holders of 66 2/3% in
principal amount of the Debt Securities at the time outstanding of each series
affected thereby, provided that no such modification or amendment may, without
the consent of the Holder of each Debt Security affected thereby: (i) modify the
terms of payment of principal or interest; (ii) reduce the percentage of Holders
of Debt Securities necessary to modify or amend the Indenture or waive
compliance by the Company with any restrictive covenant; or (iii) subordinate
the indebtedness evidenced by the Debt Securities to any indebtedness of the
Company. (Sections 11.01 and 11.02)
EVENTS OF DEFAULT, NOTICE AND WAIVER
The Indenture provides that the following are Events of Default thereunder
with respect to any series of Debt Securities except as may otherwise be set
forth in the Prospectus Supplement relating to such series of Debt Securities:
default in the payment of the principal of (or premium, if any, on) any Debt
Security of such series at its Maturity; default in making a sinking fund
payment, if any, when and as the same shall be due and payable by the terms of
the Debt Securities of such series; default for 30 days in the payment of an
installment of interest, if any, on any Debt Security of such series; failure of
American Express, directly or indirectly, to own 100% of the Common Stock of the
Company and to own shares representing not less than 80% of the total combined
voting power of all shares of the Company having ordinary voting rights; default
for 60 days after written notice to the Company in the performance of any other
covenant in respect of the Debt Securities of such series; certain events of
bankruptcy, insolvency or reorganization, or court appointment of a receiver,
liquidator or trustee of the Company or its property; an event of default with
respect to any other series of Debt Securities outstanding under the Indenture
or as defined in any other indenture or instrument evidencing or under which the
Company has
8
<PAGE>
outstanding any indebtedness for borrowed money, as a result of which
indebtedness of the Company in excess of $10,000,000 principal amount shall have
been accelerated and such acceleration shall not have been annulled within 15
days after written notice thereof; and any other Event of Default provided in or
pursuant to the applicable resolution of the Board of Directors or supplemental
indenture under which such series of Debt Securities is issued. (Section 7.01)
An Event of Default with respect to a particular series of Debt Securities
issued under the Indenture does not necessarily constitute an Event of Default
with respect to any other series of Debt Securities issued thereunder. The
Trustee may withhold notice to the Holders of any series of Debt Securities of
any default with respect to such series (except in the payment of principal,
premium or interest) if it considers such withholding to be in the interests of
such Holders. (Section 8.02)
If an Event of Default with respect to any series of Debt Securities shall
have occurred and be continuing, the Trustee or the Holders of 25% in aggregate
principal amount of the Debt Securities of such series may declare the
principal, or in the case of discounted Debt Securities, such portion thereof as
may be described in the Prospectus Supplement accompanying this Prospectus, of
all the Debt Securities of such series to be due and payable immediately.
(Section 7.02)
The Indenture contains a provision entitling the Trustee to be indemnified
by the Holders before exercising any right or power under the Indenture at the
request of any of the Holders. (Section 8.03) The Indenture provides that the
Holders of a majority in principal amount of the outstanding Debt Securities of
any series may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred upon the Trustee with respect to the Debt Securities of such series.
(Section 7.12) The right of a Holder to institute a proceeding with respect to
the Indenture is subject to certain conditions precedent including notice and
indemnity to the Trustee, but the Holder has an absolute right to receipt of
principal at stated maturity and interest on any overdue principal or to
institute suit for the enforcement thereof. (Sections 7.07 and 7.08)
The Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series under the Indenture may on behalf of
the Holders of all the Debt Securities of such series waive any past defaults
except (a) a default in payment of the principal of (or premium, if any) or
interest, if any, on any Debt Security of such series and (b) a default in
respect of a covenant or provision of the Indenture which cannot be amended or
modified without the consent of the Holder of each Debt Security affected.
(Section 7.13)
The Indenture requires the Company to furnish to the Trustee annual
statements as to the fulfillment by the Company of its obligations under the
Indenture. (Sections 9.04 and 12.06)
CONCERNING THE TRUSTEE
Bank of America N.T. & S.A. is an affiliate of the Trustee and has extended
lines of credit to the Company, and, as either principal or fiduciary, also owns
or may own debt of the Company. The Company has other customary banking
relationships with Bank of America N.T. & S.A. in the ordinary course of
business, and American Express has or may have similar customary banking
relationships. If a bank or trust company other than BankAmerica National Trust
Company is to act as Trustee for a series of Debt Securities, information
concerning such other Trustee may be set forth in the Prospectus Supplement
relating to such Debt Securities.
DEFEASANCE OF THE INDENTURE AND DEBT SECURITIES
Except as otherwise set forth in the Prospectus Supplement relating to any
series of the Debt Securities, the Company will be deemed to have paid and
discharged the entire indebtedness on the Debt Securities of such series, and
the Company's obligations under the Indenture with respect to the Debt
Securities of such series (other than certain specified obligations of the
Company such as the obligations to maintain a security register pertaining to
transfers of the Debt Securities, to maintain a paying agency office, and to
replace stolen, lost or destroyed Debt Securities) will cease to be in effect,
from and after the ninety-first day following the deposit with the Trustee, in
trust, of (i) money in an amount in the currency in which the Debt Securities of
such series are denominated, or (ii) obligations issued or guaranteed by the
U.S. Government in the case of Debt Securities denominated in United States
Dollars or obligations issued or guaranteed by the government which issued the
currency in which the Debt Securities of such series are denominated in the case
of Debt Securities denominated in Foreign Currencies, which through the payment
of interest and principal in respect thereof in accordance with
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<PAGE>
their terms, will provide money in an amount in the currency in which the Debt
Securities of such series are denominated, or (iii) a combination thereof,
sufficient to pay and discharge the principal (and premium, if any) and
interest, if any, to the date of maturity on, such series of Debt Securities,
provided that the Company has delivered to the Trustee a written opinion of
counsel to the effect that Holders of the Debt Securities of such series will
not recognize gain or loss on such Debt Securities for Federal income tax
purposes solely as a result of such deposit, defeasance and discharge and will
be subject to Federal income tax in the same amounts and at the same times as
would have been the case if such deposit, defeasance and discharge had not
occurred. (Section 6.02) In the event of any such defeasance, Holders of such
Debt Securities would be able to look only to such trust fund for payment of
principal and premium, if any, and interest, if any, on their Debt Securities
until maturity.
DESCRIPTION OF WARRANTS
The Company may issue Warrants for the purchase of Debt Securities.
Warrants may be issued independently or together with any Debt Securities
offered by any Prospectus Supplement and may be attached to or separate from
such Debt Securities. The Warrants are to be issued under Warrant Agreements to
be entered into between the Company and a bank or trust company, as Warrant
Agent, all as set forth in the Prospectus Supplement relating to the particular
issue of Warrants. The Warrant Agent will act solely as an agent of the Company
in connection with the Warrant Certificates and will not assume any obligation
or relationship of agency or trust for or with any holders of Warrant
Certificates or beneficial owners of Warrants. A copy of the form of Warrant
Agreement, including the form of Warrant Certificate representing the Warrants,
is filed as an exhibit to the Registration Statement of which this Prospectus is
a part. The following summary of certain provisions of the form of Warrant
Agreement and Warrant Certificate does not purport to be complete and is
qualified in its entirety by reference to the Warrant Agreement and the Warrant
Certificate.
GENERAL
Reference is made to the Prospectus Supplement that accompanies this
Prospectus for the following terms and other information with respect to the
Warrants that may be offered thereby: (i) the offering price; (ii) the currency
or currencies for which Warrants may be purchased; (iii) the designation,
aggregate principal amount, currency or currencies and terms of the Debt
Securities purchasable upon exercise of the Warrants; (iv) if applicable, the
designation and terms of the Debt Securities with which the Warrants are issued
and the number of Warrants issued with each such Debt Security; (v) if
applicable, the date on and after which the Warrants and the related Debt
Securities will be separately transferable; (vi) the principal amount of Debt
Securities purchasable upon exercise of one Warrant and the price and currency
or currencies at which such principal amount of Debt Securities may be purchased
upon such exercise; (vii) the date on which the right to exercise the Warrants
shall commence and the date (the 'Expiration Date') on which such right shall
expire; (viii) federal income tax consequences; and (ix) any other terms of the
Warrants.
Warrant Certificates will be issued only in fully registered form and may
be exchanged for new Warrant Certificates of different denominations, may be
presented for registration of transfer, and may be exercised at the corporate
trust office of the Warrant Agent or any other office indicated in the
Prospectus Supplement. Prior to the exercise of their Warrants, holders of
Warrants will not have any of the rights of holders of the Debt Securities
purchasable upon such exercise, including the right to receive payments of
principal of, premium, if any, or interest, if any, on the Debt Securities
purchasable upon such exercise or to enforce covenants in the Indenture.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder to purchase such principal amount of
Debt Securities at such exercise price as shall in each case be set forth in, or
calculable from, the Prospectus Supplement relating to the Warrants. Warrants
may be exercised at any time up to 5:00 P.M. New York time on the Expiration
Date set forth in the Prospectus Supplement relating to such Warrants. After the
close of business on the Expiration Date (or such later date to which such
Expiration Date may be extended by the Company), unexercised Warrants will
become void.
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Warrants may be exercised by delivery to the Warrant Agent of payment as
provided in the Prospectus Supplement of the amount required to purchase the
Debt Securities purchasable upon such exercise together with certain information
set forth on the reverse side of the Warrant Certificate. Warrants will be
deemed to have been exercised upon receipt of the exercise price, subject to the
receipt within five business days of the Warrant Certificate evidencing such
Warrants. Upon receipt of such payment and the Warrant Certificate properly
completed and duly executed at the corporate trust office of the Warrant Agent
or any other office indicated in the Prospectus Supplement, the Company will, as
soon as practicable, issue and deliver the Debt Securities purchasable upon such
exercise. If fewer than all of the Warrants represented by such Warrant
Certificate are exercised, a new Warrant Certificate will be issued for the
remaining amount of Warrants.
PLAN OF DISTRIBUTION
The Company may sell the Securities (i) through underwriters or dealers;
(ii) directly to one or more purchasers; (iii) through agents; or (iv) through a
combination of any such methods of sale. The Prospectus Supplement with respect
to the Securities being offered thereby sets forth the terms of the offering of
such Securities, including the name or names of any underwriters or agents, the
purchase price of such Securities and the proceeds to the Company from such
sale, any underwriting discounts or sales agents' commissions and other items
constituting underwriters' or agents' compensation, any initial public offering
price, any discounts or concessions allowed or reallowed or paid to dealers and
any securities exchanges on which such Securities may be listed. Only
underwriters so named in the Prospectus Supplement are deemed to be underwriters
in connection with the Securities offered thereby.
If underwriters are used in the sale, the Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase such Securities will be subject to
certain conditions precedent, and the underwriters will be obligated to purchase
all the Securities of the series offered by the Prospectus Supplement relating
to such series if any of such Securities are purchased. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
Securities may also be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offering
and sale of the Securities of the series in respect of which this Prospectus is
delivered is named, and any commissions payable by the Company to such agent are
set forth, in the Prospectus Supplement relating to such series. Unless
otherwise indicated in such Prospectus Supplement, any such agent is acting on a
best efforts basis for the period of its appointment.
If so indicated in a Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain institutional
investors to purchase Securities of the series to which such Prospectus
Supplement relates providing for payment and delivery on a future date specified
in such Prospectus Supplement. There may be limitations on the minimum amount
which may be purchased by any such institutional investor or on the portion of
the aggregate principal amount of the particular Securities which may be sold
pursuant to such arrangements. Institutional investors to which such offers may
be made, when authorized, include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and such other institutions as may be approved by the Company. The
obligations of any such purchasers pursuant to such delayed delivery and payment
arrangements will not be subject to any conditions except that (i) the purchase
by an institution of the particular Securities shall not at the time of delivery
be prohibited under the laws of any jurisdiction in the United States to which
such institution is subject, and (ii) if the particular Securities are being
sold to underwriters, the Company shall have sold to such underwriters the total
principal amount of such Securities less the principal amount thereof covered by
such arrangements. Underwriters will not have any responsibility in respect of
the validity of such arrangements or the performance of the Company or such
institutional investors thereunder.
Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against civil liabilities,
including liabilities under the Securities Act of 1933, as amended, or to
contribution with respect to payments which the agents or underwriters may be
required to make
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in respect thereof. Agents and underwriters may engage in transactions with, or
perform services for, the Company in the ordinary course of business.
LEGAL MATTERS
The validity of the Securities will be passed upon for the Company by David
S. Carroll, Counsel to the Company, American Express Tower, World Financial
Center, New York, New York. Certain legal matters will be passed upon for any
underwriters or agents by Simpson Thacher & Bartlett (a partnership which
includes professional corporations), 425 Lexington Avenue, New York, New York.
EXPERTS
The consolidated financial statements and schedule of the Company included
in the Company's Annual Report on Form 10-K for the year ended December 31, 1994
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 schedule have been incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. NEITHER THE DELIVERY OF THIS PROSPECTUS AND THE ACCOMPANYING
PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF. THIS PROSPECTUS AND THE
ACCOMPANYING PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED
OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO
SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
------------------------
TABLE OF CONTENTS
PROSPECTUS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................... 2
Documents Incorporated by Reference..... 2
The Company............................. 3
Use of Proceeds......................... 5
Description of Debt Securities.......... 5
Description of Warrants................. 10
Plan of Distribution.................... 11
Legal Matters........................... 12
Experts................................. 12
</TABLE>
AMERICAN EXPRESS CREDIT
CORPORATION
DEBT SECURITIES
AND WARRANTS
TO PURCHASE DEBT SECURITIES
------------------------
PROSPECTUS
NOVEMBER , 1995
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<PAGE>
PART II--INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with this Registration Statement are, subject to
further contingencies, estimated to be as follows:
<TABLE>
<S> <C>
Registration Statement Filing Fee..... $344,827.58
Printing and engraving expenses....... 150,000
Legal fees and expenses............... 50,000
Blue Sky fees and expenses............ 25,000
Accounting fees and expenses.......... 125,000
Fees and expenses of Trustees......... 150,000
Fees of Rating Agencies............... 400,000
Miscellaneous......................... 10,000
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Total.......................... $1,254,827.58
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-------------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware Corporation Law permits corporations in a
non-derivative action to indemnify any director or officer of the corporation
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with the
defense of any action, suit or proceeding in which he is made a party by reason
of being or having been a director or officer of the corporation, if such
director or officer acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. In a derivative action, a corporation may indemnify
any director or officer of the corporation against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with the
defense or settlement of any action or suit, in which he is made a party by
reason of being or having been a director or officer of the corporation, if such
director or officer acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, but no
indemnification, without court approval, shall be made if such director or
officer is adjudged liable for negligence or misconduct in the performance of
his duties to the corporation.
Section 9.1 of Article IX of the By-laws of the Company provides that the
Company shall indemnify any person made, or threatened to be made, a party to
any action, suit or proceeding, civil, criminal, administrative or
investigative, by reason of the fact that he, his testator or intestate, is or
was a director or officer of the Company or of any other corporation of any type
or kind, domestic or foreign, which he served in any capacity at the request of
the Company, against judgments, fines, amounts paid in settlement and reasonable
expenses (which the Company may advance), including attorneys' fees, actually
and necessarily incurred as a result of such action, suit or proceeding, or any
appeal therein. The foregoing right of indemnification shall not be exclusive of
any other right to which any such person may be entitled.
Directors and officers of the Company are covered under directors and
officers liability insurance policies purchased by American Express Company from
Aetna Casualty and Surety Company, Lloyds underwriters, Reliance Insurance
Companies, A.C.E. Insurance Company, Ltd., Chubb Insurance Company, Zurich
Insurance Company and CNA. These policies provide coverage in certain situations
where the Company cannot directly indemnify its officers and directors. Similar
coverage is provided for directors and employees who are fiduciaries of the
Company's employee benefit plans under an insurance policy purchased by the
Company from National Union Fire Insurance Company.
II-1
<PAGE>
ITEM 16. EXHIBITS.
The 'Exhibit Index' on pages E-1 and E-2 is hereby incorporated by
reference.
ITEM 17. 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 (the 'Act');
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the 'Calculation of
Registration Fee' table in the effective 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;
provided, however, that paragraphs (1)(i) and (1)(ii) 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 (the 'Exchange Act') that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Act,
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 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described under Item 15 above 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 such
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.
II-2
<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 Amendment No. 2 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 the
3rd day of November, 1995.
AMERICAN EXPRESS CREDIT CORPORATION
By: /s/ JAY B. STEVELMAN
--------------------------------
Jay B. Stevelman,
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------------- ------------------------------------- ---------------
<S> <C> <C>
Chairman of the Board (principal November 3, 1995
/s/ * financial officer)
- --------------------------------
Walter S. Berman
* President, Chief Executive Officer, November 3, 1995
- -------------------------------- Chief Accounting Officer and Director
Vincent P. Lisanke
- -------------------------------- Director
Michael P. Monaco
*By /s/ JAY B. STEVELMAN
- --------------------------------
Jay B. Stevelman,
Attorney-in-Fact
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
FILED ELECTRONICALLY HEREWITH (+),
FILED UNDER COVER OF FORM SE (*),
FILED ELECTRONICALLY AS A SEPARATE SUBMISSION (**)
PREVIOUSLY FILED (***) OR INCORPORATED BY REFERENCE
EXHIBIT TO THE EXHIBIT SET FORTH BELOW.
- ------- ---------------------------------------------------------
<S> <C> <C>
1(a) -- Form of Underwriting Agreement for Debt Securities ***
1(b) -- Form of Underwriting Agreement for Debt Securities ***
and Warrants to Purchase Debt Securities
1(c) -- Form of Agency Agreement, dated as of May 1, 1989, Exhibit 1(c) to Post-Effective Amendment No. 1 to the
between the Company and Lehman Brothers Inc., as Company's Registration Statement (No. 33-22347)
Agent
1(d) -- Form of Amendment No. 1 to Agency Agreement, dated Exhibit 1(d) to the Company's Registration Statement on
as of May 1, 1989, between the Company and Lehman Form S-3 (No. 33-47497)
Brothers Inc., as Agent
1(e) -- Form of Amendment No. 2 to Agency Agreement, dated Exhibit 1(e) to the Company's Registration Statement on
as of May 1, 1989, between the Company and Lehman Form S-3 (No. 33-47497)
Brothers Inc., as Agent
4(a) -- Form of Indenture, dated as of September 1, 1987, Exhibit 4(s) to the Company's Registration Statement on
between the Company and BankAmerica National Trust Form S-3 (No. 33-16874)
Company (as successor to Security Pacific National
Trust Company (New York)), as Trustee
4(b) -- Form of Note with optional redemption provisions Exhibit 4(t) to the Company's Registration Statement on
Form S-3 (No. 33-16874)
4(c) -- Form of Debenture with optional redemption and Exhibit 4(u) to the Company's Registration Statement on
sinking fund provisions Form S-3 (No. 33-16874)
4(d) -- Form of Original Issue Discount Note with optional Exhibit 4(v) to the Company's Registration Statement on
redemption provisions Form S-3 (No. 33-16874)
4(e) -- Form of Zero Coupon Note with optional redemption Exhibit 4(w) to the Company's Registration Statement on
provisions Form S-3 (No. 33-16874)
4(f) -- Form of Variable Rate Note with optional Exhibit 4(x) to the Company's Registration Statement on
redemption and repayment provisions Form S-3 (No. 33-16874)
4(g) -- Form of Extendible Note with optional redemption Exhibit 4(y) to the Company's Registration Statement on
and repayment provisions Form S-3 (No. 33-16874)
4(h) -- Form of Fixed Rate Medium-Term Note Exhibit 4(z) to the Company's Registration Statement on
Form S-3 (No. 33-16874)
4(i) -- Form of Floating Rate Medium-Term Note Exhibit 4(aa) to the Company's Registration Statement on
Form S-3 (No. 33-16874)
4(j) -- Form of Warrant Agreement Exhibit 4(bb) to the Company's Registration Statement on
Form S-3 (No. 33-16874)
4(k) -- Form of Supplemental Indenture providing for an Exhibit 4(cc) to the Company's Registration Statement on
additional Trustee Form S-3 (No. 33-16874)
4(l) -- First Supplemental Indenture, dated as of November Exhibit 4(cc) to Post-Effective Amendment No. 1 to the
1, 1987, between the Company and Bank of Montreal Company's Registration Statement (No. 33-22347)
Trust Company, as Trustee
4(m) -- Second Supplemental Indenture, dated as of January Exhibit 4(dd) to Post-Effective Amendment No. 1 to the
15, 1988, between the Company and The First Company's Registration Statement (No. 33-22347)
National Bank of Boston, as Trustee
</TABLE>
E-1
<PAGE>
<TABLE>
<CAPTION>
FILED ELECTRONICALLY HEREWITH (+),
FILED UNDER COVER OF FORM SE (*),
FILED ELECTRONICALLY AS A SEPARATE SUBMISSION (**)
PREVIOUSLY FILED (***) OR INCORPORATED BY REFERENCE
EXHIBIT TO THE EXHIBIT SET FORTH BELOW.
- ------- ---------------------------------------------------------
<S> <C> <C>
4(n) -- Third Supplemental Indenture, dated as of April 1, Exhibit 4(ee) to Post-Effective Amendment No. 1 to the
1988, between the Company and Chemical Bank (as Company's Registration Statement (No. 33-22347)
successor to Manufacturers Hanover Trust Company),
as Trustee
4(o) -- Fourth Supplemental Indenture, dated as of May 1, Exhibit 4(ff) to Post-Effective Amendment No. 1 to the
1988, between the Company and Trust Company Bank, Company's Registration Statement (No. 33-22347)
as Trustee
4(p) -- Fifth Supplemental Indenture, dated as of March Exhibit 4(gg) to Post-Effective Amendment No. 1 to the
28, 1989, between the Company and The Bank of New Company's Registration Statement (No. 33-22347)
York, as Trustee
4(q) -- Sixth Supplemental Indenture, dated as of May 1, Exhibit 4(hh) to Post-Effective Amendment No. 1 to the
1989, between the Company and Bank of Montreal Company's Registration Statement (No. 33-22347)
Trust Company, as Trustee
4(r) -- Seventh Supplemental Indenture, dated as of July ***
28, 1995, between the Company and The Chase
Manhattan Bank, N.A.
5 -- Opinion and Consent of David S. Carroll, Esq. ***
12.1 -- Computation in support of ratio of earnings to Exhibit 12 to the Company's Annual Report on Form 10-K
fixed charges of the Company for the year ended December 31, 1994
12.2 -- Computation in support of ratio of earnings to Exhibit 12.1 to American Express Company's Annual Report
fixed charges of American Express on Form 10-K for the year ended December 31, 1994
23(a) -- Consent of Counsel Included in Exhibit 5 hereto
23(b) -- Consent of Ernst & Young LLP +
24(a) -- Power of Attorney ***
25(a) -- Form T-1 Statement of Eligibility and ***
Qualification under the Trust Indenture Act of
1939 of BankAmerica National Trust Company (as
successor to Security Pacific National Trust
Company (New York))
</TABLE>
E-2
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption 'Experts' in the
Registration Statement No. 33-62797 relating to $1 billion principal amount
debt securities and warrants to purchase debt securities, the Post-Effective
Amendment to Registration Statement No. 33-47497 relating to $310,297,000
principal amount debt securities and warrants to purchase debt securities and in
the related Prospectus of American Express Credit Corporation (the 'Company').
We also consent to the incorporation by reference therein of our report dated
February 2, 1995 with respect to the consolidated financial statements and
schedule of the Company, which report, statements and schedule are included or
incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended December 31, 1994 filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
November 2, 1995
