<PAGE>
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 24, 1995
$250,000,000
AMERICAN EXPRESS CREDIT CORPORATION
[LOGO]
6 3/4% SENIOR NOTES DUE JUNE 1, 2001
-------------
Interest on the Notes is payable on June 1 and December 1 of each year,
commencing December 1, 1995. The Notes may not be redeemed prior to maturity.
The Notes will be represented by one or more global Notes registered in the name
of the nominee of The Depository Trust Company. Beneficial interests in the
global Notes will be shown on, and transfers thereof will be effected only
through, records maintained by DTC and its participants. Notes in definitive
form will not be issued. The Notes will be issued only in denominations of
$1,000 and integral multiples thereof. The Notes will trade in DTC's Same-Day
Funds Settlement System until maturity, and secondary market trading activity
for the Notes will therefore settle in immediately available funds. All payments
of principal and interest will be made by the Company in immediately available
funds. See "Decription of the Notes -- General".
------------------
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 SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE DISCOUNT (2) COMPANY (1)(3)
--------------------- --------------------- ---------------------
<S> <C> <C> <C>
Per Note........................................ 99.878% 0.500% 99.378%
Total........................................... $249,695,000 $1,250,000 $248,445,000
<FN>
- --------------
(1) Plus accrued interest, if any, from June 1, 1995.
(2) The Company has agreed to imdemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting expenses payable by the Company estimated at $100,000.
</TABLE>
------------------
The Notes offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that the Notes
will be ready for delivery in book-entry form only through the facilities of DTC
in New York, New York, on or about June 1, 1995, against payment therefor in
immediately available funds.
GOLDMAN, SACHS & CO.
CS FIRST BOSTON
LEHMAN BROTHERS
SALOMON BROTHERS INC
------------
The date of this Prospectus Supplement is May 24, 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
------------------
SUMMARY FINANCIAL INFORMATION
The following summary of certain consolidated financial information of the
Company for each of the five years in the period ended December 31, 1994 was
derived from the audited consolidated financial statements for the years then
ended, and should be read in conjunction with the information and audited
consolidated financial statements contained in 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, available as described in the Prospectus under
"Documents Incorporated by Reference". The financial information for the three
month periods ended March 31, 1995 and 1994 has been derived from the Company's
unaudited consolidated financial statements contained in the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1995, which is also
available and incorporated herein by reference.
SELECTED INCOME STATEMENT DATA
(IN MILLIONS)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
(UNAUDITED) YEAR ENDED DECEMBER 31,
-------------------- -----------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues.................................... $ 460 $ 314 $ 1,401 $ 1,282 $ 1,605 $ 2,070 $ 2,131
--------- --------- --------- --------- --------- --------- ---------
Interest expense............................ 253 150 736 599 728 946 1,022
Provision for doubtful accounts, net of
recoveries................................ 128 119 443 475 661 855 811
Other operating expenses.................... 2 1 8 7 8 8 8
Income tax provision........................ 27 15 75 64 70 87 99
Extraordinary charge for early retirement of
debt (net of income tax of $12 million)... -- -- -- 22 -- -- --
--------- --------- --------- --------- --------- --------- ---------
Net income (a).............................. $ 50 $ 29 $ 139 $ 115 $ 138 $ 174 $ 191
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
</TABLE>
SELECTED BALANCE SHEET DATA
(IN MILLIONS)
<TABLE>
<CAPTION>
MARCH 31,
(UNAUDITED) DECEMBER 31,
-------------------- -----------------------------------------------------
ASSETS 1995 1994 1994 1993 1992 1991 1990
- -------------------------------------------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Accounts receivable......................... $ 13,200 $ 12,546 $ 14,020 $ 12,968 $ 11,699 $ 12,220 $ 13,068
Reserve for doubtful accounts............... (517) (552) (498) (542) (603) (731) (719)
Loans and deposits with affiliates.......... 2,650 2,000 2,650 2,000 2,140 2,000 1,508
All other assets............................ 1,679 2,142 696 517 395 638 365
--------- --------- --------- --------- --------- --------- ---------
Total assets................................ $ 17,012 $ 16,136 $ 16,868 $ 14,943 $ 13,631 $ 14,127 $ 14,222
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
<CAPTION>
LIABILITIES AND SHAREHOLDER'S EQUITY
- --------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Short-term senior debt...................... $ 12,093 $ 11,512 $ 11,525 $ 9,738 $ 7,581 $ 7,918 $ 7,450
Current portion of long-term senior debt.... 437 548 405 692 969 766 821
Current portion of subordinated debt........ -- -- -- -- -- 2 2
Long-term senior debt....................... 2,117 1,643 2,282 1,776 2,303 3,120 3,377
Long-term subordinated debt................. -- -- -- -- -- 16 26
Other liabilities and deferred discount
revenue................................... 582 742 923 1,075 1,106 521 936
Shareholder's equity........................ 1,783 1,691 1,733 1,662 1,672 1,784 1,610
--------- --------- --------- --------- --------- --------- ---------
Total liabilities and shareholder's
equity.................................... $ 17,012 $ 16,136 $ 16,868 $ 14,943 $ 13,631 $ 14,127 $ 14,222
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
<FN>
- ------------------
(a) Net income primarily depends on the volume of receivables arising from
the use of the Card purchased by the Company from TRS, the discount rates
applicable thereto and the relationship of total discount to the Company's
interest expense and the collectibility of the receivables purchased. The
receivables agreements with TRS generally require that the discount rate for new
non-interest-bearing 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. A reduction in the ratio may lessen discount
rates and, consequently, revenues and net income of the Company.
</TABLE>
S-2
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The unaudited ratios of earnings to fixed charges for each of the five years
ended December 31, 1994 and the three months ended March 31, 1995 are set forth
in the Prospectus under "The Company--Ratio of Earnings to Fixed Charges".
DESCRIPTION OF THE NOTES
THE FOLLOWING DESCRIPTION OF THE PARTICULAR TERMS OF THE NOTES OFFERED
HEREBY SUPPLEMENTS THE DESCRIPTION OF THE GENERAL TERMS AND PROVISIONS OF DEBT
SECURITIES SET FORTH IN THE PROSPECTUS, TO WHICH REFERENCE IS HEREBY MADE.
GENERAL
The Notes will be limited to $250,000,000 aggregate principal amount and
will mature on June 1, 2001. The Notes will bear interest at the rate per annum
shown on the cover page of this Prospectus Supplement from June 1, 1995, or from
the most recent Interest Payment Date to which interest has been paid or
provided for, payable semiannually on June 1 and December 1 of each year,
commencing on December 1, 1995, to the persons in whose names the Notes are
registered at the close of business on the May 15 and November 15, as the case
may be, next preceding such Interest Payment Date. The Notes are to be issued
only in registered form, without coupons, in denominations of $1,000 and any
integral multiples thereof.
As specified on the cover page, the Notes will be represented by one or more
global Notes (each a "Global Note") registered in the name of the nominee of The
Depository Trust Company ("DTC"). Ownership of beneficial interests in a Global
Note will be limited to institutions that have accounts with DTC or its nominee
("participants") or persons that may hold interests through participants. The
Company has been advised by DTC that upon the issuance of a Global Note and the
deposit of such Global Note with DTC, DTC will immediately credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Notes represented by such Global Note to the accounts of participants. The
accounts to be credited shall be designated by the Underwriters.
The Company has been advised by DTC that upon receipt of any payment of
principal of or any premium or interest in respect of a Global Note, DTC will
immediately credit, on its book-entry registration and transfer system, accounts
of participants with payments in amounts proportionate to their respective
beneficial interests in the principal amount of such Global Note as shown on the
records of DTC. Payments by participants to owners of beneficial interests in a
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 registered in "street name," and will be the sole
responsibility of such participants.
DTC has advised the Company as follows: DTC is a limited-purpose trust
company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934, as amended. DTC was
created to hold securities of its participants and to facilitate the clearance
and settlement of securities transactions, such as transfers and pledges, among
its participants in such securities through electronic computerized book-entry
changes in accounts of the participants, thereby eliminating the need for
physical movement of securities certificates. DTC's participants include
securities brokers and dealers (including the Underwriters), banks, trust
companies, clearing corporations and certain other organizations, some of whom
(and/or their representatives) own DTC. Access to DTC's book-entry system is
also available to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a participant,
either directly or indirectly.
REDEMPTION
The Notes may not be redeemed at the option of the Company prior to
maturity.
S-3
<PAGE>
THE TRUSTEE
The Trustee for the Notes will be The Bank of New York. The Trustee has
extended lines of credit to the Company, and, either as principal or fiduciary,
may own debt of the Company. The Company has other customary banking
relationships with the Trustee, in the ordinary course of business. American
Express Company also presently has or may have similar customary banking
relationships with the Trustee.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
the Company has agreed to sell to each of the Underwriters named below, and each
of the Underwriters has severally agreed to purchase, the principal amount of
the Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
UNDERWRITER OF NOTES
- ------------------------------------------------------------------------ ----------------
<S> <C>
Goldman, Sachs & Co..................................................... $ 62,500,000
CS First Boston Corporation............................................. 62,500,000
Lehman Brothers Inc..................................................... 62,500,000
Salomon Brothers Inc.................................................... 62,500,000
----------------
Total................................................................. $ 250,000,000
----------------
----------------
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Notes, if any are
taken.
The Underwriters propose to offer the Notes in part directly to the public
at the initial public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain securities dealers at such price
less a concession of 0.30% of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to exceed
0.25% of the principal amount of the Notes to certain brokers and dealers. After
the Notes are released for sale to the public, the offering price and other
selling terms may from time to time be varied by the Underwriters.
The Notes are a new issue of securities with no established trading market.
The Company has been advised by the Underwriters that the Underwriters intend to
make a market in the Notes but are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Notes.
Settlement for the Notes will be made in immediately available funds and all
secondary trading in the Notes will settle in immediately available funds. See
"Description of the Notes -- General".
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
S-4
<PAGE>
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 $810,297,000 (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 May 24, 1995.
<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: Chicago Regional Office, Northwest Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and New York
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. 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.
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, and (ii) the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 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 EXHIHITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO THE DOCUMENTS THAT THIS PROSPECTUS
INCORPORATES. REQUESTS SHOULD BE DIRECTED TO: AMERICAN EXPRESS CREDIT
CORPORATION, ONE RODNEY SQUARE, WILMINGTON, DELAWARE 19801, 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 certain
Cardmember receivables arising from the use of the American Express-Registered
Trademark- Card, including the American Express-Registered Trademark- Gold Card,
Platinum Card-Registered Trademark- and Corporate Card issued in the United
States and certain related extended payment plan receivables, and in designated
currencies outside the United States. The Company also purchases certain
receivables arising from the use of the Optima-SM- Card. (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 Trademark- 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").
During the three month periods ended March 31, 1995 and 1994, the Company
purchased approximately $27 billion and $26 billion of Cardmember receivables,
respectively. At March 31, 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 ("Centurion Bank"),
a subsidiary of TRS. At both March 31, 1995 and 1994, the Company owned
approximately $1.4 billion of gross participation interests in the seller's
interest in Cardmember receivables owned by a Master Trust.
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 charge is repurchased 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. New groups of Cardmember receivables 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 three month periods ended March 31, 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 and 42 days, respectively. The Company generally
writes off against its reserve for doubtful accounts the total balance in an
account 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
3
<PAGE>
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 three-month periods ended March 31, 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 the parties
thereto.
The Company's executive offices are located at One Rodney Square,
Wilmington, Delaware 19801 (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 for the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
THREE MONTHS ENDED -----------------------------------------------------
MARCH 31, 1995 1994 1993 1992 1991 1990
- ------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
1.30 1.29 1.34(1) 1.29 1.28 1.28
<FN>
- ------------
(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.
</TABLE>
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 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.
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.
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,
4
<PAGE>
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, and a Sixth
Supplemental Indenture, dated as of May 1, 1989, between the Company and Bank of
Montreal Trust Company, as trustee (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. All
article and section references appearing herein are to articles and sections of
the Indenture, and all capitalized terms have the meanings specified in 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 $810,297,000 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)
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
5
<PAGE>
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 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 that will be deposited with or on behalf of a
depositary (a "Depositary") identified in the Prospectus Supplement relating to
such series. 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 governing
such Debt Securities. 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)
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
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<PAGE>
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)
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)
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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) U.S. Government Obligations 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 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 for certain enumerated purposes
(including the naming, by supplemental indenture, of a Trustee other than
BankAmerica National Trust Company for a series of Securities) and otherwise
with 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 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)
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<PAGE>
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) U.S. Government Obligations 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 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 an 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
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<PAGE>
discharge had not occurred. (Section6.02) 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.
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
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<PAGE>
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 in respect thereof. Agents and underwriters may engage in
transactions with, or perform services for, the Company in the ordinary course
of business.
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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 schedules 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 schedules 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 SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS 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
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS 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.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Summary Financial Information.................. S-2
Description of the Notes....................... S-3
Underwriting................................... S-4
PROSPECTUS
Available Information.......................... 2
Documents Incorporated by Reference............ 2
The Company.................................... 3
Use of Proceeds................................ 4
Description of Debt Securities................. 4
Description of Warrants........................ 10
Plan of Distribution........................... 11
Legal Matters.................................. 12
Experts........................................ 12
</TABLE>
$250,000,000
AMERICAN EXPRESS
CREDIT CORPORATION
6 3/4% SENIOR NOTES
DUE JUNE 1, 2001
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[LOGO]
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GOLDMAN, SACHS & CO.
CS FIRST BOSTON
LEHMAN BROTHERS
SALOMON BROTHERS INC
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