AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 2005
REGISTRATION NO. 333-113768
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 8
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AMERICAN EXPRESS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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NEW YORK 13-4922250
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OR ORGANIZATION)
WORLD FINANCIAL CENTER, 200 VESEY STREET
NEW YORK, NEW YORK 10285
(212) 640-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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LOUISE M. PARENT, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
200 VESEY STREET
NEW YORK, NEW YORK 10285
(212) 640-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES OF ALL COMMUNICATION TO:
DAVID S. CARROLL, ESQ. LESLIE N. SILVERMAN, ESQ.
GROUP COUNSEL CRAIG B. BROD, ESQ.
AMERICAN EXPRESS COMPANY CLEARY GOTTLIEB STEEN & HAMILTON LLP
200 VESEY STREET ONE LIBERTY PLAZA
NEW YORK, NEW YORK 10285 NEW YORK, NEW YORK 10006
(212) 640-2000 (212) 255-2000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement, as determined
in light of market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ______________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ______________
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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Pursuant to the registrant's undertaking in Item 17 of Part II of this
registration statement as originally filed, the registrant hereby removes from
registration the unsold portion of securities registered hereunder.
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-3 and has duly caused this post-effective
amendment number eight to the Registration Statement on Form S-3 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 23rd day of December, 2005.
AMERICAN EXPRESS COMPANY
By /S/ STEPHEN P. NORMAN
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STEPHEN P. NORMAN
(AS ATTORNEY-IN-FACT)
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment number eight to the registration statement has been
signed by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman, Chief Executive Officer and December 23, 2005
......................................... Director
KENNETH I. CHENAULT
* Executive Vice President and Chief December 23, 2005
......................................... Financial Officer
GARY CRITTENDEN
* Senior Vice President and Comptroller December 23, 2005
......................................... (Chief Accounting Officer)
JOAN LORDI AMBLE
* Director December 23, 2005
.........................................
DANIEL F. AKERSON
Director December 23, 2005
.........................................
CHARLENE BARSHEFSKY
* Director December 23, 2005
.........................................
WILLIAM G. BOWEN
Director December 23, 2005
.........................................
URSULA M. BURNS
* Director December 23, 2005
.........................................
PETER R. DOLAN
* Director December 23, 2005
.........................................
VERNON E. JORDAN, JR.
* Director December 23, 2005
.........................................
JAN LESCHLY
* Director December 23, 2005
.........................................
RICHARD MCGINN
* Director December 23, 2005
.........................................
EDWARD D. MILLER
SIGNATURE TITLE DATE
--------- ----- ----
* Director December 23, 2005
.........................................
FRANK P. POPOFF
* Director December 23, 2005
.........................................
ROBERT D. WALTER
*By /S/ STEPHEN P. NORMAN December 23, 2005
.........................................
STEPHEN P. NORMAN
(AS ATTORNEY-IN-FACT)