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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 8-A
Amendment No. 1 to Form 8-A
filed February 12, 1998
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
______________________
AMERICAN EXPRESS CREDIT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 11-1988350
(State of Incorporation or (I.R.S. Employer
Organization) Identification Number)
One Christina Centre
301 North Walnut Street
Wilmington, Delaware 19801-2919
(Address of Principal Executive Offices)
______________________
If this Form relates to the registration If this Form relates to the
of a class of debt securities and is registration of a class of
effective upon filing pursuant to debt securities and is to
General Instruction A(c)(1) please check become effective simultaneously
the following box. [x] with the effectiveness of a
concurrent registration statement
under the Securities Act of 1933
pursuant to General Instruction
A(c)(2) please check the
following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
1 1/8% Cash Exchangeable The Chicago Board Options Exchange
Notes Due February 19, 2003
(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
A description of the Registrant's 1 1/8% Cash Exchangeable Notes Due
February 19, 2003 (the "Notes"), is contained in the Registrant's Registration
Statement on Form S-3, as amended (Registration Statement No. 333-38199),
initially filed with the Securities and Exchange Commission (the "Commission")
on October 17, 1997, under the caption "Description of Debt Securities," and
in the Preliminary Prospectus Supplement dated February 11, 1998 relating to
the Notes, filed with the Commission on February 12, 1998, which descriptions
are incorporated herein by reference.
Item 2. Exhibits.
Number Description
- ------ -----------
4.1 Specimen Note.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934 the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
AMERICAN EXPRESS CREDIT CORPORATION
By: /s/ Vincent P. Lisanke
----------------------------
Name: Vincent P. Lisanke
Title: President
Dated: February 13, 1998
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Exhibit 4.1
Permanent Global Registered Fixed Rate Note
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO A NOMINEE FOR DTC OR BY
DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC TO AMERICAN EXPRESS CREDIT
CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
AMERICAN EXPRESS CREDIT CORPORATION
1 1/8% Cash Exchangeable Notes due February 19, 2003
REGISTERED CUSIP NO. 025818CJ2
No. R-1
AMERICAN EXPRESS CREDIT CORPORATION, a Delaware corporation
(herein referred to as the "Company"), for value received, hereby
promises to pay CEDE & CO., or registered assigns, the principal
sum of $__________ on February 19, 2003 and, subject to the other
terms and conditions of this Note, to pay interest semiannually on
February 19 and August 19 __, commencing August 19, 1998, on said
principal sum at the rate per annum specified in the title of these
Notes, from February 19, 1998, until the principal thereof is paid
or made available for payment.
This Permanent Global Note has been issued in the principal
amount specified in the preceding paragraph hereof and shown under
the column heading "Initial Principal Amount" on Schedule A hereto,
which principal amount shall be adjusted on Schedule A hereto from
time to time in accordance with the provisions set forth in this
Permanent Global Note (including Exhibit I hereto), provided that
such principal amount together with the principal amount of any
Euroclear Global Note (as defined in Exhibit I hereto) outstanding
shall in no event exceed an aggregate of U.S. $150,000,000.
Reference is hereby made to the further provisions of this
global Note (the "Global Note") set forth on the reverse hereof and
in the Prospectus Supplement attached hereto as Exhibit I (the
"Prospectus Supplement") and incorporated herein, which further
provisions shall for all purposes have the same effect as if set
forth in this place.
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This Global Note shall not be valid or become obligatory for
any purpose until the certificate of authentication hereon shall have
been executed by the Trustee under the Indenture referred to herein.
IN WITNESS WHEREOF, American Express Credit Corporation has
caused this Global Note to be duly executed under its corporate
seal.
Dated:
TRUSTEE'S CERTIFICATE AMERICAN EXPRESS CREDIT CORPORATION
OF AUTHENTICATION
By:_____________________________
Name:
Title:
This is one of the Securities
described in the within-mentioned
Indenture.
Attest:
By:______________________________
Name:
Title:
BANK OF MONTREAL TRUST COMPANY
As Trustee
By:_______________________________
Authorized Signatory
2<PAGE>
REVERSE OF GLOBAL NOTE
This Note is one of a duly authorized issue of debentures,
notes or other evidences of indebtedness (hereinafter called the
"Securities") of the Company of the series hereinafter specified,
which series is limited in aggregate principal amount to
$150,000,000 (except as provided in the Indenture hereinafter
mentioned), all such Securities issued and to be issued under an
indenture dated as of September 1, 1987, between the Company and
Security Pacific National Trust Company (New York), as Trustee (as
supplemented, hereinafter called the "Indenture"), pursuant to
which the Company has designated Bank of Montreal Trust Company as
Trustee for the Notes (as defined below), to which Indenture and
all indentures supplemental thereto reference is hereby made for a
statement of the rights, obligations, duties and immunities of the
Trustee for each series of Securities and of the Company, and the
terms upon which the Securities are and are to be authenticated and
delivered. As provided in the Indenture, the Securities may be
issued in one or more series, which different series may be issued
in various aggregate principal amounts, may be denominated in
currencies other than U.S. Dollars (including composite
currencies), may mature at different times, may bear interest, if
any, at different rates, may be subject to different redemption
provisions, if any, may be subject to different sinking, purchase
or analogous funds, if any, may be subject to different covenants
and Events of Default and may otherwise vary as in the Indenture
provided or permitted. This Note is one of a series of the
Securities designated as 1 1/8% Cash Exchangeable Notes due
February 19, 2003 (the "Notes").
Payment of the principal of, and interest on, this Note will
be made in immediately available funds at the office or agency of
the Trustee maintained for that purpose in the Borough of
Manhattan, The City of New York, State of New York, in such coin or
currency of the United States of America as at the time of payment
shall be legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of
interest on any Notes issued in definitive form other than interest
due at the Maturity Date shown above may be made by check mailed to
the address of the person entitled thereto as such address shall
appear in the Note register. Subject to the other terms and
conditions of this Note, interest will be paid to persons in whose
names this Note is registered at the close of business on February
4 or August 4, as the case may be, prior to any Interest Payment
Date. Interest shall be computed on the basis of a 360-day year
and of twelve 30-day months from February 19, 1998 or from the most
recent Interest Payment Date to which interest has been paid or
duly provided for. Except in the event an Event of Default with
respect to the Notes shall have occurred and be continuing or as
otherwise set forth in the Indenture or in the Prospectus
Supplement, Notes in definitive form will not be issued.
This Note is exchangeable by a holder of this Note on any
Exchange Date (as defined in Exhibit I hereto) for an amount in
cash equal to the Exchange Amount (as defined in Exhibit I hereto)
in the manner and subject to the restrictions set forth in Exhibit
I hereto.
3<PAGE>
The Company may, in the manner and subject to the restrictions
set forth in Exhibit I hereto, (i) on or after February 20, 2000,
call the Notes, in whole but not in part, and (ii) before February
20, 2000, if certain events occur involving United States taxation,
call those Notes which are Euroclear Notes (as defined in Exhibit
I hereto) at the close of business on the Company Notice Date (as
defined in Exhibit I hereto), in whole but not in part, in either
case for mandatory exchange into cash for an amount in respect of
each Note equal to the Exchange Amount; provided that in certain
circumstances described in Exhibit I hereto the Company will
instead pay an amount per Note equal to the Call Price (as defined
in Exhibit I hereto).
The Indenture contains provisions for defeasance and discharge
at the Company's option of either the entire principal of all the
Securities of any series or of certain covenants in the Indenture
upon compliance by the Company with certain conditions set forth
therein.
If an Event of Default with respect to the Notes, as defined
in the Indenture, shall occur and be continuing, the principal of
all the Notes may be declared due and payable in the manner and
with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the
Securities under the Indenture at any time by the Company with the
consent of the Holders of 66 2/3% in aggregate principal amount of
the Securities at the time Outstanding of each series to be
affected thereby. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate
principal amount of the Securities of any series at the time
Outstanding, on behalf of the Holders of all the Securities of such
series, to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and
their consequences with respect to such series. Any such consent
or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
or waiver is made upon this Note.
As provided in the Indenture and subject to certain
limitations therein set forth, this Note is transferable on the
Securities Register of the Company, upon surrender of this Note for
registration of transfer at the office or agency of the Company to
be maintained for that purpose in New York, New York, or at any
other office or agency of the Company maintained for that purpose,
duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities
Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
4<PAGE>
The Notes are issuable in registered form in denominations of
$1,000 and any multiple of $1,000. As provided in the Indenture
and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes of a
like tenor and of a different authorized denomination, as requested
by the Holder surrendering the same.
No service charge shall be made for any such transfer or
exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection
with the registration of such transfer or exchange, other than
certain exchanges not involving any transfer.
Certain terms used in this Note which are defined in the
Indenture or the Prospectus Supplement have the meaning set forth
therein.
This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.
The Company, the Trustee for the Notes and any agent of the
Company or such Trustee may treat the Person in whose name this
Note is registered as the owner hereof for the purpose of receiving
payment as herein provided and for all other purposes, whether or
not this Note be overdue, and neither the Company, such Trustee nor
any such agent shall be affected by notice to the contrary.
5<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT __________ (Cust) __________ (minor)
Under Uniform Gifts to Minor Act __________ (State)
Additional abbreviations may also be used though not in the
above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE]
_______________________________
_______________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE]
_________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing such person attorney to transfer such
Note on the books of the Company, with full power of substitution
in the premises.
Dated_______________________
NOTICE: The signature of this assignment must correspond with the
name written upon the face of the within instrument in
every particular without alteration or enlargement or any
change whatsoever.
6<PAGE>
SCHEDULE A
INCREASES AND REDUCTIONS IN PRINCIPAL AMOUNT
The following exchanges of an interest in the Euroclear Global
Note for an interest in this Permanent Global Note and exchanges of
an interest in this Permanent Global Note for interest in the
Euroclear Global Note have been made.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Reduction
Increase Resulting Reduction
Resulting from Resulting from
from Exchanges Exchanges Cancellation and
of Interests for Retirement of Notation
Initial in the Interests in Interests Principal Made by or
Principal Date of Euroclear the Euroclear Acquired by Amount on Behalf
Amount Exchange Global Note Global Note the Company Remaining of Trustee
</TABLE>
7<PAGE>
