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) November 20, 2008
AMERIPRISE FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-32525 |
|
13-3180631 |
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
of incorporation) |
|
File Number) |
|
Identification No.) |
|
|
|
|
|
55 Ameriprise
Financial Center |
|
55474 |
||
(Address of principal executive offices) |
|
(Zip Code) |
Registrants 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
Ameriprise Financial, Inc. (the Company) intends to record a pretax charge of approximately $40 million, or $26 million after-tax, in the fourth quarter of 2008. The charge results from merger-related costs associated with three acquisitions that closed in the fourth quarter:
· The acquisition by the Companys wholly owned subsidiary, Securities America Financial Corporation, of Brecek & Young Advisors, Inc. (Brecek & Young), which closed on October 31, 2008;
· The acquisition of HRB Financial Corporation (including its principal operating subsidiary, H&R Block Financial Advisors, Inc., now known as Ameriprise Advisor Services, Inc.)(HRB), which closed on November 1, 2008; and
· The acquisition of J. & W. Seligman & Co., Incorporated (Seligman), which closed on November 7, 2008.
The Company expects the Brecek & Young and Seligman acquisitions to be accretive to earnings and return on equity in 2009, and the HRB acquisition to be accretive to earnings and return on equity in the first half of 2010.
This Current Report contains forward-looking statements concerning the estimated financial accretion of the Companys acquisitions described herein. Such statements reflect managements plans, estimates and beliefs, and are subject to risks and uncertainties, which could cause actual results to differ materially from such statements. Readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof.
2
SIGNATURES
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: November 21, 2008 |
By |
/s/ Walter S. Berman |
|
|
Walter S. Berman |
|
|
Executive Vice President and |
|
|
Chief Financial Officer |
3