As filed with the Securities and Exchange Commission on May 14, 1998 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- AMERICAN EXPRESS COMPANY (Exact name of registrant as specified in its charter) New York 13-4922250 (State or other (I.R.S. Employer jurisdiction Identification No.) of incorporation or organization) 200 Vesey Street New York, New York 10285 (Address of principal executive offices) ----------------------------- 1998 INCENTIVE COMPENSATION PLAN (Full title of the plan) ----------------------------- LOUISE M. PARENT, ESQ. Executive Vice President and General Counsel American Express Company 200 Vesey Street New York, New York 10285 (Name and address of agent for service) ------------------------------- (212) 640-2000 (Telephone number, including area code, of agent for service) ------------------------------- CALCULATION OF REGISTRATION FEE =================================================================================================== Proposed Maximum Proposed Maximum Offering Price Per Aggregate Offering Amount of Title of Securities Amount to be Share (2) Price (2) Registration to be Registered Registered (1) Fee (2) - --------------------------------------------------------------------------------------------------- Common Shares, par 35,000,000 $100.438 $3,515,330,000 $1,037,022.35 value $.60 per share =================================================================================================== (1) This registration statement is also deemed, pursuant to Instruction E to Form S-8, to relate to 17,970,000 shares previously registered on Form S-8 (Registration No. 333-12683) in connection with a predecessor plan, with respect to which a registration fee of $276,923.90 has been paid. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, based upon the average of the high and low sales prices of such securities on the New York Stock Exchange on May 7, 1998. The registration fee is calculated by multiplying the maximum aggregate offering price by .000295. EXPLANATORY STATEMENT A total of 23,700,000 common shares of American Express Company (the "Company") were registered by Registration Statement on Form S-8 (Registration No. 333-12683) for issuance under the Company's 1989 Long-Term Incentive Plan (the "1989 Plan"). On April 27, 1998, the shareholders of the Company approved the 1998 Incentive Compensation Plan (the "1998 Plan"), which replaced the 1989 Plan. 17,970,000 common shares of the Company which were registered and available for issuance in connection with the 1989 Plan have not been issued under the 1989 Plan. Pursuant to instruction E to Form S-8 and the interpretation of the Securities and Exchange Commission set forth at page 113 of the Division of Corporation Finance's Manual of Publicly-Available Telephone Interpretations, dated July 1997, these 17,970,000 shares are carried forward and deemed covered by this Registration Statement on Form S-8. PART II ITEM 3. INCORPORATION OF 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, 1997; (ii) the Registrant's Current Reports on Form 8-K dated January 26, 1998, February 4, 1998, February 10, 1998, April 16, 1998, April 24, 1998 and April 29, 1998; and (iii) 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. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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. ITEM 5 INTERESTS OF NAMED EXPERTS AND COUNSEL Certain legal matters with respect to the offering of the Common Shares registered hereby have been passed upon by Douglas H. Daniels, Esq., Group Counsel of the Registrant. Mr. Daniels is paid a salary by, and is a participant in various employee benefit plans offered generally to employees of, the Registrant. Mr. Daniels also owns Common Shares and has options to purchase Common Shares of the Registrant. -1- 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, dated May 29, 1997 (incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-3 (File No. 333-32525), filed with the Commission on July 31, 1997). 4.2 Registrant's By-laws, as amended (incorporated by reference to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K (Commission File No. 1-7657) for the fiscal year ended December 31, 1997, filed with the Commission on March 31, 1998). 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* 1998 Incentive Compensation Plan. 5* Opinion and consent of Douglas H. Daniels, Esq. 23* Consent of Ernst & Young LLP. 24* Power of Attorney. - ------------------------------- * Filed herewith. ITEM 9. 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; -2- (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 with or furnished to the Commission 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. (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 the Act and will be governed by the final adjudication of such issue. -3- 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 14th day of May, 1998. 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. * * - ------------------------- ------------------------- Harvey Golub Charles W. Duncan, Jr. Chairman, Chief Executive Director Officer and Director * * - ------------------------- ------------------------- Kenneth I. Chenault Beverly Sills Greenough President, Chief Operating Director Officer and Director * * - ------------------------- ------------------------- Richard Karl Goeltz F. Ross Johnson Vice Chairman and Director Chief Financial Officer * - ------------------------- ------------------------- Daniel T. Henry Vernon E. Jordan, Jr. Senior Vice President and Director Comptroller * - ------------------------- ------------------------- Daniel F. Akerson Jan Leschly Director Director * - ------------------------- ------------------------- Anne L. Armstrong Drew Lewis Director Director * - ------------------------- ------------------------- Edwin L. Artzt Frank P. Popoff Director Director * - ------------------------- William G. Bowen Director *By: /s/ Stephen P. Norman --------------------- Stephen P. Norman (As Attorney-In-Fact) May 14, 1998 -4- EXHIBIT INDEX The following exhibits are filed herewith, except as noted below. Exhibit No. Description - ----------- ----------- 4.1 Registrant's Restated Certificate of Incorporation, dated May 29, 1997 (incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-3 (File No. 333-32525), filed with the Commission on July 31, 1997). 4.2 Registrant's By-laws, as amended (incorporated by reference to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K (Commission File No. 1-7657) for the fiscal year ended December 31, 1997, filed with the Commission on March 31, 1998). 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* 1998 Incentive Compensation Plan. 5* Opinion and consent of Douglas H. Daniels, Esq. 23* Consent of Ernst & Young LLP. 24* Power of Attorney. - ------------------------------- * Filed herewith.