UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 30, 2005
AMERICAN EXPRESS COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
New York
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(State or Other Jurisdiction of Incorporation)
1-7657 13-4922250
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(Commission File Number) (IRS Employer Identification No.)
200 Vesey Street, World Financial Center,
New York, New York 10285
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(Address of Principal Executive Offices) (Zip Code)
(212) 640-2000
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(Registrant's Telephone Number, Including Area Code)
None
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
/ / Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Effective as of the close of business on September 30, 2005, American Express
Company (the "Company") completed the separation of Ameriprise Financial, Inc.
("Ameriprise"), the Company's financial planning and financial services
business, and the distribution of Ameriprise common stock to the Company's
shareholders in a spin-off designed to be tax-free for U.S. federal income
tax purposes (the "Distribution"). The Distribution was effectuated through
a pro-rata dividend to the Company's shareholders consisting of one share
of Ameriprise common stock for every five shares of the Company's common
stock owned by its shareholders on September 19, 2005, the record date.
In contemplation of the Distribution, the Company entered into the
Separation and Distribution Agreement (the "Separation Agreement") with
Ameriprise on August 24, 2005, a copy of which was filed as Exhibit 10.1 to
the Company's Form 8-K filed on August 30, 2005. Pursuant to the Separation
Agreement, on September 30, 2005, the Company entered into certain other
agreements with Ameriprise to effect the separation of its business and to
define responsibility for obligations arising before and after the date of
the Distribution, including, among others, obligations relating to
transition services, taxes, and employees.
On September 30, 2005, the Company entered into a Tax Allocation Agreement
(the "Tax Allocation Agreement") with Ameriprise. The Tax Allocation Agreement
governs the allocation of consolidated U.S. federal and applicable combined or
unitary state and local income tax liability as between Ameriprise and the
Company, and in addition provides for certain restrictions and indemnities in
connection with the tax treatment of the Distribution and addresses other
tax-related matters.
On September 30, 2005, the Company entered into an Employee Benefits
Agreement (the "Employee Benefits Agreement") with Ameriprise that allocates
liabilities and responsibilities relating to employee compensation and
benefit plans and programs and other related matters in connection with the
Distribution including the treatment of outstanding Company equity awards,
certain outstanding annual and long-term incentive awards, existing deferred
compensation obligations, and certain retirement and welfare benefit
obligations. The Employee Benefits Agreement provides that as of the date of
the Distribution, Ameriprise generally will assume, retain and be liable for
all wages, salaries, welfare, incentive compensation, and employee-related
obligations and liabilities for all of its current and former employees. The
Employee Benefits Agreement also provides for the transfer of assets and
liabilities relating to the pre-distribution participation of Ameriprise's
employees in the Company's various retirement, welfare, incentive
compensation, and employee benefit plans from such plans to the applicable
plans Ameriprise has adopted for the benefit of its employees.
Copies of the Employee Benefits Agreement and the Tax Allocation Agreement are
attached hereto as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K,
respectively, and are incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
As stated above in Item 1.01, effective as of the close of business on
September 30, 2005, the Company completed the separation of Ameriprise and the
Distribution. The Distribution was effectuated through a pro-rata dividend to
the Company's shareholders consisting of one share of Ameriprise common stock
for every five shares of the Company's common stock owned by its shareholders
on September 19, 2005, the record date. In addition, during the third quarter
of 2005, the Company completed the sale of its tax, accounting and consulting
business, American Express Tax and Business Services, Inc. ("TBS").
Item 7.01 Regulation FD Disclosure
A copy of the press release announcing the completion of the Distribution is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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(b) Pro forma financial information
Unaudited Pro Forma Consolidated Statements of Income for the six months
ended June 30, 2005 and for the years ended December 31, 2004, 2003 and
2002 and the Unaudited Pro Forma Consolidated Balance Sheet as of June
30, 2005, to reflect the effects of the spin-off of Ameriprise, as
adjusted for retained operations of American Express International
Deposit Company (AEIDC) and AMEX Assurance Company, and certain
dispositions (including TBS), are filed as Exhibit 99.2 and
incorporated herein by reference.
(d) Exhibit
10.1 Employee Benefits Agreement by and between American Express
Company and Ameriprise Financial, Inc., dated as of September 30,
2005.
10.2 Tax Allocation Agreement by and between American Express Company
and Ameriprise Financial, Inc., dated as of September 30, 2005.
99.1 Press Release dated September 30, 2005.
99.2 Unaudited Pro Forma Consolidated Statements of Income for the six
months ended June 30, 2005 and for the years ended December 31,
2004, 2003 and 2002 and the Unaudited Pro Forma Consolidated
Balance Sheet as of June 30, 2005.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN EXPRESS COMPANY
(REGISTRANT)
By: /s/ Stephen P. Norman
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Name: Stephen P. Norman
Title: Secretary
DATE: October 6, 2005
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EXHIBIT INDEX
Item No Description
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10.1 Employee Benefits Agreement by and between American Express Company
and Ameriprise Financial, Inc., dated as of September 30, 2005.
10.2 Tax Allocation Agreement by and between American Express Company and
Ameriprise Financial, Inc., dated as of September 30, 2005.
99.1 Press Release dated September 30, 2005.
99.2 Unaudited Pro Forma Consolidated Statements of Income for the six
months ended June 30, 2005 and for the years ended December 31,
2004, 2003 and 2002 and the Unaudited Pro Forma Consolidated Balance
Sheet as of June 30, 2005.
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