Filed Pursuant to Rule 424(b)(3)
Registration No. 333-32525
Prospectus
[Logo] AMERICAN EXPRESS COMPANY
SHAREHOLDER'S STOCK PURCHASE PLAN
3,000,000 COMMON SHARES
PAR VALUE $.20 PER SHARE
We created the Shareholder's Stock Purchase Plan of American Express Company
to provide holders of the Company's common shares, par value $.20 per share
(common shares), with a convenient way to purchase additional common shares
over time through the reinvestment of dividends. The Plan also permits persons
who are not current shareholders of record to purchase common shares through
the Plan. Any holder of record is eligible to utilize Plan service features.
Persons who are not shareholders may enroll by investing at least $1,000. In
addition, brokers and other nominees may reinvest dividends on behalf of
beneficial owners as described in the Plan.
KEY FEATURES OF THE PLAN
Participants in the Plan may:
o purchase or sell American Express Company common shares;
o automatically reinvest cash dividends on common shares;
o invest by making additional optional cash payments at any time in any
amount, but not less than $50 at any one time, up to $120,000 per
calendar year; and
o avoid recordkeeping requirements and costs for any or all share
certificates held by a Plan participant through the safekeeping service
offered by the Plan.
The Company may direct that shares acquired through the Plan be purchased in
market transactions or directly from the Company in the form of newly issued
or treasury shares. Market transactions may be conducted on the New York Stock
Exchange or any securities exchange where the common shares are traded, in the
over-the-counter market, or by negotiated transactions and may be effected on
such terms as to price, delivery and otherwise as Mellon Bank, N.A., acting as
Agent, may determine. Market transactions would provide no new funds for the
Company.
The purchase price of common shares purchased from the Company with reinvested
dividends and optional cash payments will be 100% of the average of the high
and low sales prices of the common shares, as published in reports of the New
York Stock Exchange - Composite Transactions on the Investment Date. The
purchase price of shares purchased in market transactions will be the weighted
average price paid by the Agent to obtain them.
Our common shares are listed on the New York Stock Exchange under the symbol
"AXP." The closing price of the common shares, as published in reports of the
New York Stock Exchange - Composite Transactions on August 10, 2001 was $39.85.
Participants are required to pay certain fees in connection with the Plan.
(See Question 3 on page 5.)
Holders of common shares who do not choose to participate in the Plan will
continue to receive cash dividends, as declared, by check or direct deposit in
the usual manner.
This Prospectus relates to 3,000,000 common shares registered for sale under
the Plan.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is August 13, 2001.
This Prospectus is printed on
recycled paper.
TABLE OF CONTENTS
PAGE
Available Information............................................ 3
Incorporation of Certain Information by Reference................ 3
If You Have Questions Concerning the Plan........................ 3
The Company...................................................... 4
The Plan......................................................... 4
Purpose..................................................... 5
Advantages.................................................. 5
Service Fees................................................ 5
Administration.............................................. 6
Participation............................................... 6
Purchases and Prices of Shares.............................. 8
Reports to Participants..................................... 9
Dividends on Fractions...................................... 9
Certificates for Common Shares.............................. 9
Gifts/Transfers of Shares................................... 10
Sales of Common Shares...................................... 10
Withdrawals................................................. 10
Safekeeping................................................. 11
Other Information........................................... 11
Certain Federal Income Tax Consequences.......................... 12
Use of Proceeds.................................................. 13
Legal Matters.................................................... 13
Experts.......................................................... 14
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YOU SHOULD RELY ONLY ON THE INFORMATION ABOUT THE PLAN CONTAINED IN THIS
PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT
INFORMATION. IF YOU RECEIVE ANY SUCH INFORMATION, YOU SHOULD NOT RELY ON IT.
WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS
NOT PERMITTED.
This document supersedes all prospectuses and prospectus supplements
dated prior to August 13, 2001 relating to the Plan.
**********
AVAILABLE INFORMATION
We file annual, quarterly and current reports and other information with
the Securities and Exchange Commission (the "SEC"). You may read and copy any
document we file at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information about the public reference room. The Company's SEC filings are
also available to the public from the SEC's web site at www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents that are considered part of this Prospectus.
Later information that we file with the SEC will automatically update and
supersede this information. The Company incorporates by reference the
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934.
o Annual Report on Form 10-K, for the year ended December 31, 2000, as
amended on Form 10-K/A (Amendment No. 1) dated June 21, 2001.
o Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.
o Current Reports on Form 8-K dated January 22, 2001, February 7, 2001,
April 12, 2001, April 23, 2001, April 23, 2001, April 24, 2001,
July 18, 2001, July 23, 2001, July 23, 2001 and August 1, 2001.
o The description of our common shares appearing in our Registration
Statement on Form 8-A Amendment No. 1 dated June 12, 2000.
You may request a copy of any or all of these filings at no cost (other
than exhibits to such documents, unless the exhibits are specifically
incorporated by reference in such documents), by writing or telephoning us at
the following address or number:
American Express Company
200 Vesey Street
New York, New York 10285
Attention: Secretary
(212) 640-2000
The Company has filed a registration statement with the SEC relating to the
shares offered in this prospectus. As permitted by SEC rules, this prospectus
omits certain information contained in the registration statement.
IF YOU HAVE QUESTIONS CONCERNING THE PLAN
Any questions you have about buying or selling or any other services
offered by the Plan may be made directly to Mellon Bank, N.A., the Plan
Administrator, through the following:
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INTERNET
You can obtain information about opening a Plan account online via Mellon
Bank's Investor ServiceDirect. To gain access, you will need a password which
you will establish on your first visit to the web site. If you forget your
password, call 1-877-978-7778 to have it reset. Investor ServiceDirect can be
accessed through the Mellon Investor Services' web site at
www.melloninvestor.com.
IN WRITING
Please address all correspondence concerning the Plan, including requests
for an Enrollment Form to join the Plan, to the Plan Administrator:
Mellon Bank, N.A.
c/o Mellon Investor Services
P.O. Box 3338
South Hackensack, New Jersey 07606
Be sure to include your name, address, daytime phone number, social
security or tax I.D. number and a reference to American Express Company on all
correspondence.
TELEPHONE
The Administrator may be reached directly by dialing:
1-800-463-5911 (in the United States and Canada)
1-800-231-5469 (for the hearing impaired)(TDD)
1-201-329-8660 (outside of the United States and Canada)
An automated voice response system is available 24 hours a day, 7 days a
week. Customer Service Representatives are available from 9:00 a.m. to 7:00
p.m., Eastern Time, Monday through Friday (except holidays).
Securities held by the Administrator in the Plan are not subject to
protection under the Securities Investor Protection Act of 1970. The
Administrator may use, and commissions may be paid to, a broker-dealer which
is affiliated with the Administrator. Investors must make independent
investment decisions based upon their own judgment and research.
THE COMPANY
American Express Company was founded in 1850 as a joint stock association
and was incorporated under the laws of the State of New York in 1965. The
Company and its subsidiaries are primarily engaged in the business of
providing travel related services, financial advisory services and
international banking services throughout the world. The principal executive
offices of American Express are located at 200 Vesey Street, New York, New
York 10285, telephone: (212) 640-2000. Please visit our web site at
www.americanexpress.com.
THE PLAN
The Plan is designed for long-term investors who wish to invest and build
their share ownership over time. It does not afford the same flexibility as a
brokerage account, since the timing of purchases and sales is subject to the
provisions of the program, as described on pages 7 through 9.
The following is a question and answer statement of the principal
provisions of the Plan.
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PURPOSE
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1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of common shares with a
convenient method of reinvesting their cash dividends and making optional cash
payments toward the purchase of additional common shares. By participating in
the Plan, holders of common shares can build their share ownership of the
Company over time.
The Plan also permits persons who are not currently shareholders of
record to acquire shares by investing at least $1,000 and thus also obtain the
same benefits.
The Plan is designed for long-term investors and does not afford the same
flexibility as a brokerage account.
ADVANTAGES
----------
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
If you participate in the Plan, then the cash dividends on your
participating shares held of record will be reinvested automatically. In
addition, you may make optional cash purchases of at least $50 per investment
up to a maximum of $120,000 in the aggregate per calendar year. The purchase
price of shares purchased under the Plan will be 100% of the average price as
more fully explained under Question 13 below. Full investment of funds is
possible under the Plan because the Plan permits your account to be credited
not only with full shares but also with fractional shares. Such fractional
shares participate ratably in subsequent dividends. You may also avoid the
burden of safekeeping certificates for shares credited to your account under
the Plan as well as any certificates you currently hold and wish to deposit
into your Plan account. Statements reflecting purchases will be sent to you in
the manner described under Question 16 below and you should retain these
statements for tax purposes.
SERVICE FEES
------------
3. ARE THERE ANY FEES OR COSTS TO PARTICIPATE IN THE PLAN?
Yes. Because participants in the Plan receive valuable benefits from
their participation, the Company believes it is appropriate to charge certain
fees for administration of the Plan. These fees are subject to change from
time to time at the discretion of the Company. Fees from time to time in
effect will be set forth in a notice or brochure available from the Agent.
AS OF SEPTEMBER 1, 2001, THE FOLLOWING FEES WILL BE IN EFFECT:
Reinvestment of quarterly dividends 10% of the dividend amount up to $.75 per
quarterly dividend payment, plus
$0.06 per share trading fee
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Purchase of shares with initial investment $6.00, plus $0.06 per share trading fee
------------------------------------------------------------------------------------------------
Purchase of shares with additional $5.00 per transaction, plus $0.06 per
investments paid by check share trading fee
------------------------------------------------------------------------------------------------
Purchase of shares with additional investments
paid by debit of bank account $3.50, plus $0.06 per share trading fee
------------------------------------------------------------------------------------------------
Purchase of shares via automatic monthly $2.00 per transaction,
bank account debit plus $0.06 per share trading fee
------------------------------------------------------------------------------------------------
Gift/Transfer of shares No charge
------------------------------------------------------------------------------------------------
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AS OF SEPTEMBER 1, 2001, THE FOLLOWING FEES WILL BE IN EFFECT:
Certificate safekeeping No charge
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Certificate issuance No charge
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Sale of shares (full or fractional) $15.00 per transaction, plus $0.12 per
share trading fee
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Current year duplicate statement(s) No charge
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Duplicate statement(s) - prior year(s) $10.00 per statement ($20.00 minimum)
----------------------------------------------------------------------------------------------------------------------------------
Returned checks or rejected automatic debit of
bank account $35.00 per occurrence
The Agent will deduct the applicable fees from proceeds due to
participants from a sale or from funds received for investment. Any fee for
duplicate statements for prior years must be paid in advance by check made
payable to "Mellon Bank, N.A."
ADMINISTRATION
--------------
4. WHO ADMINISTERS THE PLAN?
We have appointed Mellon Bank, N.A. to administer the Plan. As
administrator, Mellon Bank, N.A. acts as designated Agent for each
participating shareholder, purchases and holds common shares acquired under
the Plan, maintains records, sends transaction notices confirming details of
each transaction, and performs other duties related to the Plan.
To contact the Plan Administrator, please see the contact information
provided on page 3. When communicating with the Plan Administrator, please
have your account number and taxpayer identification number available.
Mellon Investor Services, an affiliate of Mellon Bank, N.A., performs
certain Plan services and also acts as transfer agent and registrar for the
common shares.
PARTICIPATION
-------------
5. WHO IS ELIGIBLE TO PARTICIPATE?
Any person or entity is eligible to participate in the Plan provided that
(i) such person or entity fulfills the requirements described below under
Question 7, and (ii) in the case of foreign investors, participation is
limited to shareholders whose participation would not violate local laws and
regulations of their respective foreign jurisdictions.
Regulations in certain countries may limit or prohibit participation in
this type of plan. Therefore, if you live outside the United States, you
should first determine whether you are subject to any governmental regulations
prohibiting your participation.
If you reside outside the United States, you may be subject to mandatory
income tax withholding of up to 30% on your dividend income. If you are
subject to withholding, you should consider whether it is advisable to enroll
your shares in the Plan.
6. IS PARTIAL DIVIDEND REINVESTMENT PARTICIPATION POSSIBLE UNDER THE PLAN?
Yes. You may choose to reinvest all or a portion of the dividend paid on
shares of American Express Company common shares. You may change your election
at any time by notifying the Agent.
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7. HOW DOES AN ELIGIBLE SHAREHOLDER OR INVESTOR PARTICIPATE?
Enrollment is available online through Investor ServiceDirect (see page 3
for information on how to access Investor ServiceDirect). Alternatively, you
may enroll by completing and signing the Enrollment Form which accompanies
this Prospectus and mailing it to the Agent in the postage paid envelope
provided. Your participation will begin promptly after your authorization is
received. Once you have enrolled, your participation continues automatically
until you withdraw your shares from the Plan, or until the Plan is terminated.
Shareholders of record who are not enrolled in the Plan may use Plan
services at any time, however, you must enroll in order to have your dividends
reinvested. You may obtain an Enrollment Form at any time by contacting Mellon
Bank, N.A. through the contact information provided on pages 3-4.
You will have electronic access to your account over the internet to
verify your account balance, change your dividend election or request a
statement at any time.
If you do not own common shares in your name, you can make an initial
cash investment of $1,000 by check. Your initial investment can also be made
online through Investor ServiceDirect by authorizing an individual or monthly
automatic deduction from your bank account. If you authorize the automatic
monthly investment feature, you may initiate your investment with as little as
$50 providing that you authorize additional sequential investments totaling
$950.
Your total annual aggregate investment(s) cannot exceed $120,000 and must
be made in U.S. dollars. Only checks made payable to American Express
Company/Mellon Bank will be accepted (no third party checks will be accepted).
If you currently own common shares that are held on your behalf by a
broker or bank (sometimes called "street name" or "beneficial holder") you may
participate by instructing your broker to transfer your shares into your own
name. Alternatively, you may request the bank or broker holding your shares to
participate in the dividend reinvestment feature (but not the optional cash
investment feature) of the Plan on your behalf.
8. WHAT WILL HAPPEN TO MY PLAN SHARES IF I NO LONGER REINVEST MY DIVIDENDS,
MAKE ADDITIONAL INVESTMENTS, OR IF THE PLAN IS TERMINATED?
Your Plan shares will remain in your account in book-entry form, unless
you request that the Agent (i) send you a certificate for the number of whole
shares held in your Plan account and a check for the value of any fractional
share (based on the then-current market price, less any applicable fees), or
(ii) sell all shares in the Plan account in the manner described in Question
20 under "Sales of Common Shares." If your account is inactive over a long
period of time and consists of only a fractional share, the Agent may close
your account by notifying you in writing and sending a check for the value of
the fractional share based on the last sale price for any whole shares sold.
Upon termination of the Plan, your shares will remain in book-entry form
even though investments will no longer occur. You may request at any time to
receive a certificate and fractional share check (if applicable) as described
in the preceding paragraph, or request that the Agent sell all shares in your
Plan account as described above.
9. WHEN MAY AN ELIGIBLE SHAREHOLDER OR INVESTOR JOIN THE PLAN?
You may join the Plan at any time.
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10. WHEN WILL DIVIDENDS BE REINVESTED?
The "Investment Date" is the date on which dividends are reinvested in
common shares or on which optional cash payments are invested in new or
additional common shares. Generally, dividends will be reinvested in
additional common shares on the Investment Date which coincides with quarterly
dividend payment dates, currently February 10, May 10, August 10, and November
10 of each year, or the immediately preceding business day if such date is not
a business day.
For current shareholders, if the Enrollment Form is received prior to the
record date for a dividend payment, your election to reinvest dividends will
begin with that dividend payment. If the Enrollment Form is received on or
after any such record date, reinvestment of dividends will begin on the
dividend payment date following the next record date if you are still a
shareholder of record and otherwise meet the eligibility requirements. Record
dates for payment of dividends normally precede payment dates by five weeks.
11. WHEN WILL ADDITIONAL OPTIONAL PURCHASES BE MADE?
The "Investment Date" on which optional cash payments (including such
payments forwarded by first-time investors with their Enrollment Forms) will
be invested in additional or new shares will be as promptly as practicable
after receipt (at least once every five business days).
However, when the Agent feels that it cannot advantageously complete any
open market purchases as promptly as practicable after receipt (at least once
every five business days), it may elect to make some or all of the purchases
on a later trading day or days, although the Agent will make every effort to
complete the purchases promptly. Purchases of shares may also be deferred when
the shares are purchased from the Company and the Company deems it advisable
to defer the sale of shares to the Agent to a later date because of the
requirements of applicable securities laws.
12. WHAT DOES THE ENROLLMENT FORM PROVIDE?
You have the option of completing the enclosed Enrollment Form or
enrolling online through the contact information provided on pages 3-4. Among
other things, the Enrollment Form directs the Agent to apply toward the
purchase of additional common shares all your cash dividends on all or a
designated portion of the shares then or subsequently registered in your name,
together with any optional cash payments. The Enrollment Form further directs
the Agent to reinvest automatically any subsequent dividends on shares
accumulated and held in your Plan account. The Plan, in other words, reinvests
dividends on a cumulative basis until you withdraw your shares from the Plan,
or until the Plan is terminated.
PURCHASES AND PRICES OF SHARES
------------------------------
13. WHAT WILL BE THE PRICE OF COMMON SHARES PURCHASED UNDER THE PLAN?
At the Company's discretion, Plan shares will be purchased by the Agent
either on the open market or directly from the Company. Shares purchased by
the Agent in the open market may be made on any securities exchange in the
U.S. where the common shares are traded, in the over-the-counter market, or by
negotiated transactions on such terms as the Agent may reasonably determine at
the time of purchase. Neither the Company nor any participant will have any
authority or power to direct the time or price at which shares may be
purchased or the selection of the broker or dealer through or from whom
purchases are to be made.
The purchase price of common shares purchased in market transactions will be
the weighted average price paid by the Agent to obtain them. In the case of
purchases of shares from the Company, the purchase price will be the average
of the high and low sales prices of the common shares reported on the
consolidated transactions tape for New York Stock Exchange issues on the
Investment Date.
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14. HOW MANY COMMON SHARES WILL BE PURCHASED FOR MY ACCOUNT?
The number of shares to be purchased for your account depends on the
amount of your dividend and/or optional cash payment and the purchase price of
the shares. We will credit your account with that number of shares, including
fractions computed to four decimal places, equal to the amount you invest (or
reinvest), net of any applicable fees, divided by the purchase price per
share.
15. HOW ARE OPTIONAL CASH PURCHASES MADE?
The option to make additional cash purchases of common shares is
available to you if you are a shareholder of record participating in the Plan.
Each such purchase may be in any amount of at least $50, but such purchases
cannot exceed an annual total of $120,000.
You can authorize an individual deduction from your bank account through
Investor ServiceDirect or send a check to the Agent for each purchase. If you
choose to submit a check, please make sure to include the contribution form
from your Plan statement and mail it to the address specified on the
statement. If you wish to make regular monthly purchases, you can authorize
automatic monthly deductions from your bank account. This feature enables you
to make ongoing investments in an amount that is comfortable for you, without
having to write a check. The Agent will invest optional cash payments as
promptly as practicable upon receipt (at least once every five business days)
as more fully explained under Question 11 above. Neither the Company nor the
Agent will pay interest on amounts held pending investment.
To participate in the Plan through automatic monthly investments, you
must complete and return to the Agent the "Automatic Additional Investment -
Bank Authorization Agreement" section of the Enrollment Form. Funds will be
deducted from your account on or about the 23rd of each month. Please allow
sufficient time for processing of your first automatic monthly investment. To
change or terminate automatic monthly investments, you must notify the Agent
in writing at least six business days before the next automatic debit date.
For the purpose of applying the $120,000 yearly maximum limit, we will
aggregate all your investments during the year (including initial and ongoing
investments, but excluding dividend reinvestments).
REPORTS TO PARTICIPANTS
-----------------------
16. WHAT KIND OF REPORTS WILL BE SENT TO ME?
After each purchase for your account, you will receive a statement
advising you of your cumulative investments for the current calendar year.
These statements are your continuing record of the cost of your purchases. You
should retain these statements for income tax purposes. In addition, you will
receive copies of other communications sent to holders of common shares,
including the Company's annual report, proxy statement, and IRS information
for reporting dividends paid.
You will also have access to your account information online 24 hours a
day at www.melloninvestor.com.
DIVIDENDS ON FRACTIONS
----------------------
17. WILL I BE CREDITED WITH DIVIDENDS ON FRACTIONS OF SHARES?
Yes.
CERTIFICATES FOR COMMON SHARES
------------------------------
18. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED?
No. Common shares purchased for your account will be held in book-entry
form in the name of the Agent or its nominee for your account. Certificates
will be issued only when: a) you send a written request
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to the Agent (through the contact information provided on pages 3-4) asking
that a certificate be issued for some or all of the whole shares credited to
your account; b) you contact the Agent by telephone at the toll-free number
listed on your account statement and follow the instructions provided by the
Agent's telephone system; or c) you instruct the Agent through your account
maintenance function of Investor ServiceDirect on the Agent's web site at
www.melloninvestor.com. Dividends on the certificated shares, together with
dividends on any whole shares and any fraction of a share remaining in
book-entry form, will continue to be reinvested under the Plan unless you
transfer or otherwise dispose of the certificate.
GIFTS/TRANSFERS OF SHARES
-------------------------
19. HOW DO I MAKE A GIFT OF COMMON SHARES HELD IN MY PLAN ACCOUNT?
You may transfer the ownership of some or all of your Plan shares or
shares held in safekeeping by sending the Agent written, signed transfer
instructions. Signatures must be guaranteed by a financial institution
participating in the Medallion Guarantee program. A Medallion Guarantee, which
is a safeguard for investors, is a special guarantee for securities that can
be obtained through a financial firm, such as a broker, bank, savings and loan
association, or credit union that participates in the Medallion Guarantee
program. Signature guarantees by a notary public or non-Medallion signature
guarantees are not acceptable. You can transfer shares to new or existing
shareholders.
SALES OF COMMON SHARES
----------------------
20. HOW DO I SELL COMMON SHARES HELD IN MY PLAN ACCOUNT?
You can sell some or all of the whole common shares held in your Plan
account by completing and returning the appropriate section of your account
statement or transaction form to the Agent, by calling the toll-free number
listed on your account statement or by instructing the Agent through the
account maintenance function of Investor ServiceDirect on the Agent's web site
at www.melloninvestor.com. The Agent, at its discretion, will sell those
shares, along with shares to be sold for other accounts, as promptly as
practicable at 100% of the then-current market price of the common shares. The
Agent will send you a check for the proceeds, less any applicable fees and any
applicable stock transfer tax from time to time in effect (see also Questions
3 and 21). If the Agent receives your instructions before 1:00 p.m. Eastern
Time, it will attempt to sell your shares the same day. If it receives your
instructions after 1:00 p.m. Eastern Time, it will attempt to sell your shares
on the following business day. In any event, there is no guarantee of any
particular date of sale.
21. WHAT HAPPENS TO MY PLAN SHARES IF I SELL OR TRANSFER SOME OR ALL OF THE
SHARES REPRESENTED BY CERTIFICATES THAT I HOLD?
If you dispose of some or all of the shares registered in your name (i.e.,
the shares for which physical certificates have been issued), the shares
purchased under the Plan through dividend reinvestment and held in your
account are unaffected. The Agent will continue to reinvest the dividends on
the shares remaining in your name and in your account unless you change your
dividend election to receive cash or the Plan is terminated.
WITHDRAWALS
-----------
22. WHEN MAY I WITHDRAW FROM THE PLAN?
You may withdraw from the Plan at any time. If your request to withdraw
is received prior to a dividend record date set by the Board of Directors for
determining shareholders of record entitled to receive a dividend, then you
will receive your dividend in cash. Your dividend will not be reinvested in
new shares on the dividend payment date. Your withdrawal request will be
processed within two business days following receipt of the request by the
Agent.
-10-
If your request to withdraw is received by the Agent on or after a
dividend record date but before the payment date, then the Agent, in its sole
discretion, may either pay such dividend in cash or reinvest it in shares for
your account. The request for withdrawal will then be processed as promptly as
possible following such dividend payment date. Any optional cash payments
which you may have sent to the Agent prior to a request for withdrawal will
also be invested on the next Investment Date unless you expressly request
return of that payment in your request for withdrawal and your request for
withdrawal is received by the Agent at least two business days prior to that
Investment Date. All dividends paid subsequent to such dividend payment date
or Investment Date will be paid in cash to you unless and until you re-enroll
in the Plan, which you may do at any time, subject to meeting the eligibility
requirements set forth in the response to Question 5.
23. HOW DO I WITHDRAW FROM THE PLAN?
You may discontinue the reinvestment of your dividends at any time by
giving notice to the Agent. Your withdrawal will be effective subject to the
answer to Question 22, or upon any termination of the Plan by the Company. The
Agent will continue to hold your shares unless you request a certificate for
any full shares and cash payment, based upon the sales price received by the
Agent, for any fraction of a share, less applicable fees.
Upon your withdrawal from the Plan, you may also request in writing that
all or part of the shares credited to your account in the Plan be sold. If you
request such sale, the Agent will make such sale for your account as soon as
practicable after processing your request for withdrawal. You will receive the
proceeds, less the service fee set forth in Question 3 and any applicable
stock transfer tax, from the sale of the whole shares sold at your request and
the cash value of any fractional share.
SAFEKEEPING
-----------
24. CAN I SEND MY SHARE CERTIFICATES TO THE AGENT FOR SAFEKEEPING?
As an additional service to Plan participants, you may deposit any or all
common share certificates of the Company held by you with the Agent for
safekeeping. If you wish to use this service, you should complete the
appropriate information on the enclosed enrollment form and return it to the
Agent, together with the certificate or certificates. Delivery of certificates
is at the risk of the shareholder, and, for delivery by mail, insured
registered mail with return receipt requested is recommended. The certificates
should not be endorsed and the assignment section should not be completed.
The Agent will provide mail loss insurance coverage for certificates with
a value not exceeding $100,000 in any one shipping package that is mailed to
its address at 85 Challenger Road, Ridgefield Park, New Jersey 07660 by United
States Postal Service registered mail or by any of the following overnight
couriers: Airborne, DHL, Emery, ExpressMail, FedEx, Purolator, TNT and UPS.
NOTE: MAIL LOSS INSURANCE COVERS ONLY THE REPLACEMENT OF SHARES OF STOCK
AND IN NO WAY PROTECTS AGAINST ANY LOSS RESULTING FROM FLUCTUATIONS IN THE
VALUE OF SUCH SHARES.
You may withdraw some or all of your shares at any time by requesting
that a certificate be issued for some or all of the full shares held by the
Agent.
OTHER INFORMATION
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25. WHAT HAPPENS IF THE COMPANY DECLARES A DIVIDEND PAYABLE IN SHARES OR
DECLARES A STOCK SPLIT?
Any dividend payable in shares of common shares, and any additional
shares distributed by the Company in connection with a stock split, in respect
of shares credited to your Plan account will be added to your Plan account.
Any such dividend payable in shares, and any additional shares distributed by
the Company in
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connection with a stock split, attributable to shares represented by
certificates registered in your own name and not in your Plan account will be
issued to you as in the case of shareholders not participating in the Plan.
The Company reserves the right to adjust the $1,000 participation eligibility
threshold in the event of any such share dividend or stock split.
26. HOW WILL SHARES HELD BY THE AGENT BE VOTED AT MEETINGS OF SHAREHOLDERS?
Shares held by the Agent for you will be voted as you direct. A proxy
card will be sent to you in connection with any annual or special meeting of
shareholders, as in the case of shareholders not participating in the Plan.
This card will cover all shares registered in your own name, as well as all
full and fractional shares held by the Agent for your account under the Plan.
If no instructions are indicated by you on a properly signed and returned
proxy card solicited by management, all your shares - those registered in your
own name and those held by the Agent for your account under the Plan - will be
voted in accordance with recommendations of the Company's management. If the
proxy card is not returned, or if it is returned unsigned or improperly
signed, none of the shares covered by such proxy card (including those held by
the Agent under the Plan) will be voted.
27. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY AND THE AGENT UNDER THE PLAN?
The Company and the Agent will not be liable in administering the Plan
for any acts done in good faith or as required by applicable securities laws
or for any good faith omission to act including, without limitation, any claim
of liability arising out of failure to terminate your account upon your death
prior to receiving written notice, or with respect to the prices at which
shares are purchased or sold for your account and the times when such
purchases or sales are made, or with respect to any fluctuation in the market
value after purchase or sale of shares.
Neither the Company nor the Agent can assure a profit or protect you
against a loss on shares you purchase under the Plan. The establishment and
maintenance of the Plan by the Company does not constitute an assurance either
with respect to the value of the common shares or as to whether the Company
will continue to pay dividends on the common shares or at what rate.
28. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Yes. The Company may suspend, terminate, modify or amend the Plan at any
time. Notice will be sent to you of any such suspension or termination, or of
any modification or amendment of the Plan that alters its terms or conditions,
as soon as practicable after such action by the Company.
29. WHO HAS THE RIGHT TO INTERPRET THE VARIOUS PROVISIONS OF THE PLAN?
The Company may in its absolute discretion interpret the Plan as deemed
necessary or desirable and resolve questions or ambiguities concerning various
provisions of the Plan.
30. WHAT LAW GOVERNS THE PLAN?
The Plan is governed by and construed in accordance with the laws of New
York State.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Certain federal income tax consequences of your participation in the Plan
are set forth below:
If common shares are purchased from the Company with reinvested common
share dividends, you will be treated as having received a dividend in an
amount equal to the "fair market value" of the shares on the dividend payment
date. This value equals the average of the high and low prices of the shares
reported by the
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New York Stock Exchange - Composite Transactions on this date. If common
shares are purchased in market transactions with reinvested dividends, you
will be treated as having received a dividend in an amount equal to the
purchase price of the shares to the Agent.
You should not recognize any income when your shares are purchased with an
optional cash payment.
Your tax basis for federal income tax purposes of shares purchased from the
Company will equal (a) in the case of shares you purchase with reinvested
dividends, the fair market value of such shares on the relevant payment date
and (b) in the case of shares you purchase with optional payments, your
purchase price. The tax basis of shares purchased in market transactions
should equal the purchase price of the shares to the Agent.
Your holding period for shares you purchase should begin on the date following
the day on which the shares are credited to your account.
You will generally realize capital gain or loss when shares are sold or
exchanged by you or at your request (provided the shares are held as capital
assets), and when you receive a cash adjustment for a fraction of a share held
in your account after withdrawal from the Plan. The amount of gain or loss
will be the difference between the amount which you receive for the shares or
fraction of a share and your tax basis.
If you elect to have your dividends reinvested and those dividends are subject
to United States income tax withholding, for example, because you are not a
citizen or resident of the United States, the amount applied to the purchase
of shares under the Plan will be reduced by the tax withheld.
The foregoing discussion assumes, among other things, that distributions and
deemed distributions to you from the Company are treated as dividends for
federal income tax purposes.
The discussion above is for general information only, and is not intended to
be a complete summary or analysis of all the tax consequences of participating
in the Plan. It may not describe the tax consequences that apply to you in
light of your individual circumstances. Also, the law and interpretational
authorities on which the discussion is based are subject to change at any
time, which could change the tax consequences described. Accordingly, you are
urged to consult your own tax advisors for complete advice relating to the
federal, state, local and foreign tax consequences of participation in the
Plan based on your individual circumstances.
USE OF PROCEEDS
The Company knows neither the number of shares that will ultimately be
purchased under the Plan nor the prices at which such shares will be
purchased. To the extent that shares are purchased from the Company, the
Company intends to add the proceeds from such purchases to the general funds
of the Company for general corporate purposes. The Company will receive no
proceeds from shares purchased in market transactions.
LEGAL MATTERS
Counsel who has passed upon legal matters concerning the validity of shares
offered by this Prospectus is Douglas H. Daniels, Esq. Mr. Daniels is an
employee of the Company and owns and has options to purchase common shares.
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EXPERTS
The consolidated financial statements and schedules to financial statements of
the Company included or incorporated by reference in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000 have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements and schedules to financial statements have been
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in auditing and accounting.
Ernst & Young LLP have reported that they have applied limited procedures, in
accordance with professional standards for a review of such information, with
respect to the unaudited consolidated interim financial information for the
three month periods ended March 31, 2001 and 2000 that we have incorporated by
reference into this prospectus. However, their separate report, included in
the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2001, and incorporated herein by reference, states that they did not audit and
they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their report on such information should
be restricted considering the limited nature of the review procedures applied.
The independent auditors are not subject to the liability provisions of
Section 11 of the Securities Act of 1933 for their report on the unaudited
interim financial information because that report is not a 'report' or a
'part' of the Registration Statement prepared or certified by the auditors
within the meaning of Sections 7 and 11 of the Securities Act of 1933.
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3,000,000 SHARES
AMERICAN EXPRESS COMPANY
Common Shares
($.20 Par Value)
Shareholder's
Stock Purchase Plan
[LOGO]
Prospectus Dated August 13, 2001
American Express Company
200 Vesey Street
World Financial Center
New York, New York 10285
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