UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): MARCH 29, 2006
AMERIPRISE FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-32525 13-3180631
(State or other (Commission File (IRS Employer
jurisdiction Number) Identification No.)
of incorporation)
55 AMERIPRISE FINANCIAL CENTER
MINNEAPOLIS, MINNESOTA 55474
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 671-3131
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.
On March 29, 2006, Ameriprise Financial, Inc. (the "Company") entered
into a Stock Purchase and Sale Agreement (the "Purchase Agreement") with Warren
E. Buffett and Berkshire Hathaway Inc., to repurchase from Berkshire Hathaway
subsidiaries 6.4 million shares of Ameriprise common stock. The repurchase
transaction was completed on March 29, 2006 following market close, at a price
per share equal to the March 29, 2006 closing price on the New York Stock
Exchange for a share of Ameriprise common stock of $42.91. In the Purchase
Agreement, Mr. Buffett and Berkshire Hathaway confirmed, among other things,
that they have no current intention to dispose of any of their remaining shares
of the Company common stock and agreed that they will not take action to reduce
their ownership percentage below 9.8% of the outstanding shares of the Company
common stock for the foreseeable future. The foregoing description of the
Purchase Agreement is qualified in its entirety by reference to the Purchase
Agreement, which is attached as Exhibits 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference. A copy of the press release announcing
the transactions contemplated by the Purchase Agreement is attached as Exhibit
99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 8.01 OTHER INFORMATION.
On March 29, 2006, the Company announced that its board of directors
has authorized the expenditure of up to $750 million in the repurchase of shares
of its common stock through March 31, 2008. A copy of the press release
announcing the share repurchase authorization is attached as Exhibit 99.2 to
this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
EXHIBIT NO. DESCRIPTION
----------- -------------------------------------------------------------------
99.1 Stock Purchase and Sale Agreement, dated as of March 29, 2006, by
and among Warren E. Buffett, Berkshire Hathaway Inc. and Ameriprise
Financial, Inc.
99.2 Press Release dated March 29, 2006
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, thereunto duly authorized.
AMERIPRISE FINANCIAL, INC.
(REGISTRANT)
DATE: March 30, 2006 By: /s/ John C. Junek
---------------------------------
Name: John C. Junek
Title: Executive Vice President and General
Counsel
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -------------------------------------------------------------------
99.1 Stock Purchase and Sale Agreement, dated as of March 29, 2006, by
and among Warren E. Buffett, Berkshire Hathaway Inc. and Ameriprise
Financial, Inc.
99.2 Press Release dated March 29, 2006