-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, SBMYjiZqnUUw3fhoCG5+t5o8/yZp4I5G4rSsBzObmGqiOjb8B+UzcpYIkCyd5NfX ERrTWJnrEDdNBrhY20tfAw== 0000004962-94-000011.txt : 19940526 0000004962-94-000011.hdr.sgml : 19940526 ACCESSION NUMBER: 0000004962-94-000011 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19940525 EFFECTIVENESS DATE: 19940613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EXPRESS CO CENTRAL INDEX KEY: 0000004962 STANDARD INDUSTRIAL CLASSIFICATION: 6211 IRS NUMBER: 134922250 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53801 FILM NUMBER: 94530365 BUSINESS ADDRESS: STREET 1: AMERICAN EXPRESS TWR STREET 2: WORLD FINANCIAL CTR CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2126402000 S-8 1 Registration No. ============================================================================== 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 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) ------------------------------------- AMERICAN EXPRESS INCENTIVE SAVINGS PLAN (Full title of the plan) ------------------------------------- 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) ------------------------------------- (212) 640-2000 (Telephone number, including area code, of agent for service) ----------------------------- CALCULATION OF REGISTRATION FEE ============================================================================== 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 ============================================================================== (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. ============================================================================= 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 EX-4 2 EXHIBIT 4.6 EXCERPT OF RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF AMERICAN EXPRESS COMPANY RESOLVED, that pursuant to the applicable provisions of the American Express Incentive Savings Plan (the "AXP ISP") and effective as of the date hereof, the last sentence of Section 4.6 of the AXP ISP is hereby amended to read as follows: In addition, if in the opinion of the Investment Committee circumstances so require, the Investment Committee may direct the Trustee, either until otherwise notified or for a specified period of time, to suspend the purchase and sale of common shares of the Company or of any other Investment Account under the Plan, and to invest all or any part of the Company Stock Account or of such other Investment Account in such short-term investments (including, but not limited to, one or more short- term investment funds maintained by the Trustee) as the Investment Committee deems appropriate. Amendment of AXP Benefit Plans Relating to LBH Spin-off RESOLVED, that, effective as of, and subject to, the 1994 distribution of common stock of Lehman Brothers Holdings Inc. by the Company to its common shareholders in a spin-off transaction, the Board of Directors of the Company hereby approves the following employee benefit plan amendments: 1. The American Express Incentive Savings Plan is hereby amended by adding the following Article Seventeen to the end thereof: "ARTICLE SEVENTEEN SPECIAL PROVISION FOR MEMBERS WHO TRANSFER TO LEHMAN BROTHERS HOLDINGS INC. 17.1 Effective as of the date of the 1994 distribution of common stock of Lehman Brothers Holdings Inc. ("LBHI") by the Company to its common shareholders in a spin-off transaction (the "Distribution"), the amounts credited to the accounts of Members under the Plan, who at the time of such Distribution are employees of LBHI or its subsidiaries, shall be deemed to be fully vested in the Members, notwithstanding the provisions of Paragraph 6.2 above." 2. The American Express Retirement Plan is hereby amended by adding the following Article XX to the end thereof: "ARTICLE XX CREDIT FOR VESTING SERVICE RELATED TO SPIN-OFF A. Effective as of the date of the 1994 distribution of common stock of Lehman Brothers Holdings Inc. ("LBHI") by the Company to its common shareholders in a spin-off transaction (the "Distribution"), continued employment with LBHI or its subsidiaries by former Employees of Employing Companies under the Plan, who at the time of such Distribution are employees of LBHI or its subsidiaries, shall be counted solely for vesting purposes under the Plan, notwithstanding the provisions of Article IV, Paragraph B above." ARTICLE 16 SPECIAL PROVISIONS FOR FORMER PARTICIPANTS IN EPSILON DATA MANAGEMENT, INC. 401(k) PROFIT-SHARING PLAN AND TRUST 16.1 Applicability of Article 16. Effective as of May 31, 1993 (the "Merger Date"), the Epsilon Data Management, Inc. 401(k) Profit-Sharing Plan (the "Epsilon Plan") was merged into this Plan. The provisions of this Article 16 shall apply only with respect to Members who were participants in the Epsilon Plan as of the Merger Date (the "Epsilon Members"). References to the provisions of the Plan, other than this Article 16, shall be made in determining any rights or requirements under the Plan not otherwise provided in this Article 16. 16.2 Minimum Vesting Percentage. As of the Merger Date, the extent to which an Epsilon Member shall be vested in amounts credited to his account under the Plan which are attributable to matching contributions made under the Epsilon Plan ("Epsilon Matching Contributions") shall not be less than the percentage determined under Section 4.1 of the Epsilon Plan as of such date. 16.3 Pre-retirement Distributions. If the Plan membership of an Epsilon Member is terminated for any reason other than one of those described in Paragraph 8.1 or 8.2, such Member shall be permitted to receive payment of amounts credited to his account under the Plan which are attributable to contributions under the Epsilon Plan at the times and in the forms permitted under Section 6.1 of the Epsilon Plan, in addition to any rights of such Member to receive his benefits paid in accordance with Paragraph 8.4 of this Plan. Certificate of Amendment of the American Express Stock Ownership Plan and the American Express Incentive Savings Plan WHEREAS, American Express Company, a New York corporation (the "Company"), established the American Express Stock Ownership Plan, effective as of January 1, 1982 (the "SOP"); and WHEREAS, the Company established the American Express Incentive Savings Plan, effective as of June 11, 1973 (the "ISP"); and WHEREAS, the Company has amended the SOP and ISP from time to time thereafter; and WHEREAS, the SOP provides that SOP members (the "Members") who are "Qualifying Members" within the meaning of Section 1.32 of the SOP may direct that a portion of their SOP account (the "Amount") may be distributed to them; and WHEREAS, to facilitate the administration of the Company's tax qualified retirement plans the Company desires that, in lieu of permitting Qualifying Members to direct the distribution of their Amounts to them from the SOP, the SOP be amended to permit Qualifying Members to transfer the Amount to the American Express Incentive Savings Plan (the "Plan"), following which such Amount shall be distributed to the Qualifying Member on the same basis and subject to the same terms and conditions it would have been subject to under the provisions of the SOP prior to this amendment; and WHEREAS, the Company desires to amend the ISP to provide that the ISP will (i) accept asset transfers from the SOP to the ISP directed by "Qualified Members" pursuant to subparagraph 8.1.3(i) of the SOP and (ii) distribute the amounts so transferred to the Qualified Members; and WHEREAS, Article Thirteen of the ISP and Article Thirteen of the SOP authorize the Company to amend the ISP and SOP; NOW, THEREFORE, the SOP and ISP are hereby amended as follows: 1. Subparagraph 8.1.3 of the SOP is hereby amended to read: "8.1.3 Investment Options. (i) At the election of the Qualified Member, the Plan shall transfer (notwithstanding Section 409(d) of the Code) the portion of the Member's Plan Account that is covered by the election, to the American Express Incentive Savings Plan within ninety (90) days after the last day of the period during which the election can be made. The assets so transferred to the American Express Incentive Savings Plan shall be subject to such requirements of the Plan concerning put options as would otherwise apply to a distribution of shares of Common Stock from the Plan. (ii) In lieu of a transfer under subparagraph 8.1.3(i), the Qualified Member who has the right to direct the transfer under subparagraph 8.1.3(i) may, with the consent of the Administration Committee in its sole discretion, direct the Plan to transfer the portion of the Member's Plan Account that is covered by the election to another qualified plan of the Employing Company (including the American Express Incentive Savings Plan) which accepts such transfers, provided that such plan permits employee-directed investment and does not invest in Common Stock to a substantial degree. Such transfer shall be made no later than ninety (90) days after the last day of the period during which the election can be made. (iii) Under Part A of the Plan, any transfer under this subparagraph 8.1.3 shall be made first from Common Stock allocated to the Member's Plan Account at least eighty-four (84) months before the month in which the distribution or transfer occurs." 2. Article Eleven of the ISP is hereby amended by adding the following new paragraph 11.10 to read: "11.10 Transfer of Assets from the American Express Stock Ownership Plan to the Plan. In the case of a Member who, under subparagraph 8.1.3(i) of the American Express Stock Ownership Plan (hereinafter, the "SOP"), directs that a portion of his assets under that plan be transferred to the Plan, the Trustee shall accept the transfer of such assets directly from the trustee or the custodian of the SOP's assets, and administer such assets in accordance with the applicable provisions of the Plan, Section 401(a)(28) of the Code and the provisions of the SOP concerning put options as would otherwise apply to a distribution of shares of Common Stock from the SOP. The assets transferred under this subparagraph shall, following the completion of such form(s) as the Administration Committee may require, be distributed to the Member in compliance with the requirements of Section 401(a)(28) of the Code in a single lump sum no later than the ninetieth (90th) day following the last date on which the Member could have made the election described in subparagraph 8.1.3 (i) of the SOP. This paragraph shall apply notwithstanding any other provision of the Plan other than such provisions as require the consent of the Member to a distribution in excess of $3,500." 3. In all other respects the ISP and SOP are hereby ratified and confirmed. IN WITNESS WHEREOF, these Amendments are hereby adopted this 19th day of December, 1992, effective January 1, 1993. AMERICAN EXPRESS COMPANY By: /s/ Gary A. Beller ------------------------ Gary A. Beller Executive Vice President and General Counsel EX-5 3 EXHIBIT 5.1 May 24, 1994 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 25049 Re: American Express Incentive Savings Plan Dear Commissioners: I am Executive Vice President and General Counsel of American Express Company (the "Company"), and I have represented the Company in connection with the preparation of the Registration Statement on Form S-8 of the Company (the "Registration Statement") relating to the registration of (1) 5,000,000 Common Shares, par value $.60 per share ("Common Shares"), of the Company which may be issued under the American Express Incentive Savings Plan (the "Plan") and (2) an indeterminate amount of interests in the Plan. I or members of my staff have examined the Certificate of Incorporation, as amended, and the By-Laws of the Company, the Plan and such other corporate documents and records as I have deemed necessary in order to render the opinion set forth below. I note that under the terms of the Plan contributions to the Plan may be made in the form of cash and/or directly in Common Shares and the trustee of the trust funds associated with the Plan may in certain circumstances purchase Common Shares with cash contributions. Such Common Shares contributed to the Plan or purchased by the trustee may be obtained (1) directly from the Company in the form of authorized but unissued shares ("Newly-Issued Shares"), (2) directly from the Company in the form of treasury shares or (3) in the open market. Securities and Exchange Commission May 24, 1994 Page Two Based upon the foregoing, and subject to the qualification that I am admitted to the practice of law in the State of New York only and do not purport to be expert in the laws of any jurisdiction other than the State of New York and the United States, I am of the opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of New York. 2. Newly-Issued Shares, when contributed to the Plan directly or purchased by the trustee of the trust funds associated with the Plan, in each case in accordance with the terms of the Plan, will be duly and validly issued, fully paid and, subject to Section 630 of the New York Business Corporation Law, non-assessable. Interests in the Plan, when issued in accordance with the terms of the Plan, will be duly authorized and validly issued. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the reference to me in Item 5 of the Registration Statement. Very truly yours, /s/ Louise M. Parent ---------------------------- Louise M. Parent Executive Vice President and General Counsel EX-15 4 EXHIBIT 15.1 May 25, 1994 The Shareholders and Board of Directors American Express Company We are aware of the incorporation by reference in the Registration Statement on Form S-8 of American Express Company for the registration of 5,000,000 Common Shares pertaining to the Incentive Savings Plan of our report dated May 13, 1994 relating to the unaudited consolidated interim financial statements of American Express Company which is included in its Form 10-Q for the quarter ended March 31, 1994. Pursuant to Rule 436(c) of Securities Act of 1933 our report is not a part of the Registration Statement prepared or certified by accountants within the meaning of Section 7 or 11 of the Securities Act of 1933. /s/ Ernst & Young New York, New York EX-23 5 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 for the American Express Incentive Savings Plan of our reports (a) dated February 3, 1994, with respect to the consolidated financial statements and schedules of American Express Company included in its Annual Report on Form 10-K for the year ended December 31, 1993 and (b) dated April 30, 1993, with respect to the financial statements and schedules of the American Express Incentive Savings Plan included in the Plan's Annual Report on Form 11-K for the year ended December 30, 1992, filed with the Securities and Exchange Commission. /s/ Ernst & Young New York, New York May 25, 1994 EX-24 6 EXHIBIT 24.1 AMERICAN EXPRESS COMPANY POWER OF ATTORNEY American Express Company, a New York corporation (the "Company"), and each of the undersigned officers and directors of the Company, hereby constitute and appoint Louise M. Parent, Michael P. Monaco and Stephen P. Norman, jointly and severally, with full power of substitution and revocation, their true and lawful attorneys-in-fact and agents, for them and on their behalf and in their respective names, places and steads, in any and all capacities, to sign, execute and affix their respective seals thereto and file any of the documents referred to below relating to the proposed registration of an indeterminate amount of interests in the American Express Incentive Savings Plan (the "Plan") and up to 5,000,000 Common Shares, par value $.60 per share, that may be contributed to or purchased with contributions to the Plan: a registration statement under the Securities Act of 1933, as amended, including any amendments thereto on behalf of the Company, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as they might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in counterparts. IN WITNESS WHEREOF, American Express Company has caused this Power of Attorney to be executed in its name by its Executive Vice President and Chief Financial Officer and its corporate seal to be affixed and attested by its Secretary, and the undersigned officers and directors have hereunto set their hand as of the 23rd day of May, 1994. AMERICAN EXPRESS COMPANY By:/s/Michael P. Monaco -------------------------- Michael P. Monaco Executive Vice President and Chief Financial Officer [CORPORATE SEAL] Attest /s/Stephen P. Norman - -------------------------- Stephen P. Norman Secretary /s/ Harvey Golub /s/ Beverly Sills Greenough - ----------------------- ------------------------- Harvey Golub Beverly Sills Greenough Chairman of the Board, Director Chief Executive Officer and Director (principal executive officer) /s/ F. Ross Johnson ------------------------- F. Ross Johnson /s/ Jeffrey E. Stiefler Director - ----------------------- Jeffrey E. Stiefler President and Director /s/ Vernon E. Jordan Jr. ------------------------ Vernon E. Jordan Jr. /s/ Michael P. Monaco Director - ----------------------- Michael P. Monaco /s/ Henry A. Kissinger Executive Vice President ------------------------ and Chief Financial Officer Henry A. Kissinger Director /s/ Daniel T. Henry - ----------------------- /s/ Drew Lewis Daniel T. Henry ------------------------ Senior Vice President Drew Lewis and Comptroller Director (principal accounting officer) /s/ Aldo Papone /s/ Anne L. Armstrong ------------------------ - ----------------------- Aldo Papone Anne L. Armstrong Director Director /s/ William G. Bowen /s/ Roger S. Penske - ----------------------- ------------------------ William G. Bowen Roger S. Penske Director Director /s/ David M. Culver /s/ Frank P. Popoff - ----------------------- ------------------------ David M. Culver Frank P. Popoff Director Director /s/ Charles W. Duncan Jr. - ----------------------- Charles W. Duncan Jr. Director /s/ Richard M. Furlaud - ----------------------- Richard M. Furlaud Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT the undersigned hereby constitute and appoint Louise M. Parent, Michael P. Monaco and Stephen P. Norman, jointly and severally, with full power of substitution and revocation, their true and lawful attorneys-in- fact and agents, for them and on their behalf and in their name, place and stead, in their capacity as members of the Employee Benefits Administration Committee, in any and all capacities, to execute and file any of the documents referred to below relating to the proposed registration of an indeterminate amount of interests in the American Express Incentive Savings Plan (the "Plan") and up to 5,000,000 Common Shares, par value $.60 per share, of American Express Company that may be contributed to or purchased with contributions to the Plan: a registration statement under the Securities Act of 1933, as amended, including any amendments thereto, on behalf of the Plan with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as they might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as of the 23rd day of May, 1994. By: /s/ Roger Ballou ------------------------- Roger Ballou /s/ Craig Dinsell ------------------------- Craig Dinsell /s/ Michael P. Monaco ------------------------- Michael P. Monaco -----END PRIVACY-ENHANCED MESSAGE-----