Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN EXPRESS COMPANY
(Exact name of registrant as specified in its charter)
New York 13-4922250
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
American Express Tower
World Financial Center
New York, New York 10285
(Address of principal
executive offices)
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AMERICAN EXPRESS INCENTIVE SAVINGS PLAN
(Full title of the plan)
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LOUISE M. PARENT, ESQ.
Executive Vice President
and General Counsel
American Express Company
American Express Tower
World Financial Center
New York, New York 10285
(Name and address of agent for service)
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(212) 640-2000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered(1) Registered (2) Share (3) Price (2) Fee (3)
- ------------------------------------------------------------------------------
Common Shares, 5,000,000 $29.63 $148,150,000 $51,086.21
par value $.60
per share
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933
(the "Act"), this Registration Statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) This Registration Statement also relates to such indeterminate number of
additional Common Shares of Registrant as may be issuable as a result of stock
splits, stock dividends or similar transactions.
(3) Estimated solely for the purpose of calculating the registration fee on
the basis of the average of the high and low sales prices of such securities
on the New York Stock Exchange on May 23, 1994.
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PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
These are hereby incorporated by reference: (i) the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993; (ii) the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1994: (iii) the
Registrant's Current Reports on Form 8-K dated January 24, 1994,
January 24, 1994, April 5, 1994, and April 21, 1994; (iv) the
description of the Registrant's Common Shares, par value $.60 per
share (the "Common Shares"), contained in the Registrant's
Registration Statement on Form 8-A dated November 13, 1984; and
(v) the American Express Incentive Savings Plan (the "Plan")
Annual Report on Form 11-K for the plan year ended December 30,
1992.
All documents filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable. See instructions to Item 4.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of newly-issued Common Shares and
interests in the Plan have been passed upon by Louise M. Parent,
Esq., Executive Vice President and General Counsel of the
Registrant. Ms. Parent is paid a salary by, and is a participant
in various employee benefit plans offered generally to employees
of, the Registrant. Ms. Parent also owns Common Shares and has
options to purchase Common Shares of the Registrant.
2
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's By-Laws require the Registrant to
indemnify its directors and officers to the fullest extent
permitted by New York law. In addition, the Registrant has
purchased insurance policies which provide coverage for its
directors and officers in certain situations where the Registrant
cannot directly indemnify such directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Registrant's Restated Certificate of Incorporation,
as amended to date (incorporated by reference to
Exhibit 4.1 of the Registrant's Registration
Statement on Form S-8 (File No. 33-43671), filed
with the Commission on October 31, 1991)
4.2 Registrant's By-laws, as amended to date
(incorporated by reference to Exhibit 1(b) of the
Registrant's Registration Statement on Form S-3
(File No. 33-50997) filed with the Commission on
December 3, 1993)
4.3 Form of certificate for the Registrant's Common
Shares (incorporated by reference to Exhibit 4 of
the Registrant's Registration Statement on Form S-3
(File No. 33-35382), filed with the Commission on
June 12, 1990)
4.4 American Express Incentive Savings Plan Amended and
Restated Effective as of July 1, 1991 (incorporated
by reference to Exhibit 4.3 of the Registrant's
Registration Statement on Form S-8 (File No. 33-
43671) filed with the Commission on October 30,
1991)
4.5 Amendments to American Express Incentive Savings
Plan adopted October 4, 1991 (incorporated by
reference to Exhibit 4.4 of the Registrant's
Registration Statement on Form S-8 (File No. 33-
43671) filed with the Commission on October 30,
1991)
4.6 Amendments to the American Express Incentive Savings
Plan
5.1 Opinion and consent of Louise M. Parent, Esq.
3
15.1 Letter from Ernst & Young Regarding Unaudited
Interim Financial Information
23.1 Consent of Ernst & Young
23.2 Consent of Louise M. Parent, Esq. (included as part
of Exhibit 5)
24.1 Powers of Attorney
The Registrant undertakes that it will cause the Plan and any
amendments thereto to be submitted to the Internal Revenue Service ("IRS")
in a timely manner and will make all changes required by the IRS in
order to qualify the Plan.
ITEM 9. REQUIRED 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;
(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;
(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 or Form S-
8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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.
4
(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 Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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 Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, 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 the 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
such Act and will be governed by the final adjudication of such
issue.
5
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-8 and has duly caused this 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 this 24th day of May,
1994.
AMERICAN EXPRESS COMPANY
(Registrant)
By /s/ Stephen P. Norman
-----------------------
Stephen P. Norman
Secretary
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
Name Title
*
- --------------------- Chairman of the Board,
Harvey Golub Chief Executive Officer and
Director (principal
executive officer)
*
- --------------------- President and Director
Jeffrey E. Stiefler
*
- --------------------- Executive Vice
Michael P. Monaco President, Chief Financial
Officer and Treasurer
*
- --------------------- Senior Vice President
Daniel T. Henry and Comptroller
(principal accounting
officer)
6
*
- --------------------- Director
Anne L. Armstrong
*
- --------------------- Director
William G. Bowen
*
- --------------------- Director
David M. Culver
*
- --------------------- Director
Charles W. Duncan, Jr.
*
- --------------------- Director
Richard M. Furlaud
*
- --------------------- Director
Beverly Sills Greenough
*
- --------------------- Director
F. Ross Johnson
*
- --------------------- Director
Vernon E. Jordan, Jr.
*
- --------------------- Director
Henry A. Kissinger
*
- --------------------- Director
Drew Lewis
*
- --------------------- Director
Aldo Papone
*
- --------------------- Director
Roger S. Penske
7
*
- --------------------- Director
Frank P. Popoff
*By: /s/ Stephen P. Norman
----------------------
Stephen P. Norman
(Attorney-in-fact)
Date: May 24, 1994
8
Pursuant to the requirements of the Securities Act of
1933, the members of the Employee Benefits Administration
Committee of American Express Company have duly caused this
Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of New York,
State of New York on the 24th day of May, 1994.
AMERICAN EXPRESS INCENTIVE
SAVINGS PLAN
By: /s/ Stephen P. Norman
----------------------
Stephen P. Norman
(as Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been duly signed below by
the following persons in the capacities and on the date
indicated.
By: *
------------------------
Roger Ballou
Member of Employee Benefits
Administration Committee
By: *
-----------------------
Craig Dinsell
Member of Employee Benefits
Administration Committee
By: *
-----------------------
Michael P. Monaco
Member of Employee Benefits
Administration Committee
*By: /s/ Stephen P. Norman
----------------------
Stephen P. Norman
(as attorney-in-fact)
May 24, 1994
9
EXHIBIT INDEX
The following exhibits are filed herewith, except as noted
below.
Exhibit No. Description
4.1 Registrant's Restated Certificate of Incorporation,
as amended to date (incorporated by reference to
Exhibit 4.1 of the Registrant's Registration
Statement on Form S-8 (File No. 33-43671), filed
with the Commission on October 31, 1991)
4.2 Registrant's By-laws, as amended to date
(incorporated by reference to Exhibit 1(b) of the
Registrant's Registration Statement on Form S-3
(File No. 33-50997) filed with the Commission on
December 3, 1993)
4.3 Form of certificate for the Registrant's Common
Shares (incorporated by reference to Exhibit 4 of
the Registrant's Registration Statement on Form S-3
(File No. 33-35382), filed with the Commission on
June 12, 1990)
4.4 American Express Incentive Savings Plan Amended and
Restated Effective as of July 1, 1991 (incorporated
by reference to Exhibit 4.3 of the Registrant's
Registration Statement on Form S-8 (File No. 33-
43671) filed with the Commission on October 30,
1991)
4.5 Amendments to American Express Incentive Savings
Plan adopted October 4, 1991 (incorporated by
reference to Exhibit 4.4 of the Registrant's
Registration Statement on Form S-8 (File No. 33-
43671) filed with the Commission on October 30,
1991)
4.6 Amendments to the American Express Incentive Savings
Plan
5.1 Opinion and consent of Louise M. Parent, Esq.
15.1 Letter from Ernst & Young Regarding Unaudited
Interim Financial Information
23.1 Consent of Ernst & Young
23.2 Consent of Louise M. Parent, Esq. (included as part
of Exhibit 5)
24.1 Powers of Attorney