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: MAY 23, 2006
(DATE OF EARLIEST EVENT REPORTED)
-------------------------------------------------------------------------------
AMERIPRISE FINANCIAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-------------------------------------------------------------------------------
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
001-32525 13-3180631
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
55 AMERIPRISE FINANCIAL CENTER
MINNEAPOLIS, MINNESOTA 55474
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES) (ZIP CODE)
(612) 671-3131
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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:
[ ] 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 May 26, 2006, we issued $500,000,000 aggregate principal amount of our 7.518%
Junior Subordinated Notes Due 2066 (the "Securities") pursuant to a Prospectus
Supplement dated May 16, 2006 to the Prospectus dated May 5, 2006, filed as part
of our Registration Statement on Form S-3 (Registration No. 333-133860;
effective immediately pursuant to Rule 462(e) of Regulation C of the Securities
and Exchange Act of 1933, as amended) filed with the Securities and Exchange
Commission.
The terms and conditions of the Securities and related matters are set forth in
the Junior Subordinated Debt Indenture, dated as of May 5, 2006, between the
Company and U.S. Bank National Association (the "Trustee"), as supplemented by
the First Supplemental Junior Subordinated Indenture, dated as of May 26, 2006,
between the Company and the Trustee (the "Supplemental Indenture").
The sale of the Securities was underwritten by Lehman Brothers Inc. and J.P.
Morgan Securities Inc., pursuant to an Underwriting Agreement dated May 23,
2006 (the "Underwriting Agreement").
Interest on the Securities will accrue from the issue date until June 1, 2016 at
a fixed rate equal to 7.518% per year. From June 1, 2016 until maturity,
interest on the Securities will be payable quarterly in arrears on March 1, June
1, September 1 and December 1 of each year, at an annual rate equal to 3-month
LIBOR plus a margin equal to 290.5 basis points, subject to our right to defer
interest payments for up to ten years and other conditions.
At our option, we may redeem the Securities in whole or in part at their
aggregate principal amount, together with any accrued and unpaid interest, on or
after June 1, 2016, for cash in an amount equal to 100% of the principal amount
of the Securities to be redeemed, plus accrued and unpaid interest, including
any compounded interest.
The preceding is a summary of the terms of the Underwriting Agreement, the
Supplemental Indenture and the Securities, and is qualified in its entirety by
reference to the Underwriting Agreement attached as Exhibit 1.1, the
Supplemental Indenture attached as Exhibit 4.1 and the Form of 7.518% Junior
Subordinated Notes due 2066 attached as Exhibit 4.2 and each is incorporated
herein by reference as though it were fully set forth herein.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF THE REGISTRANT
The disclosures under Item 1.01 of this Current Report on Form 8-K relating to
the Underwriting Agreement, the Supplemental Indenture and the Securities are
also responsive to Item 2.03 of this report and are incorporated by reference
into this Item 2.03.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT NO. EXHIBIT DESCRIPTION
1.1 Underwriting Agreement, dated May 23, 2006, between the
Company, Lehman Brothers Inc. and J.P. Morgan Securities
Inc.
4.1 First Supplemental Junior Subordinated Debt Indenture,
dated as of May 26, 2006, between the Company and U.S.
Bank National Association.
4.2 Form of 7.518% Junior Subordinated Notes due 2066 of the
Company.
8.1 Tax Opinion of Wachtell, Lipton, Rosen & Katz.
23.1 Consent of Wachtell, Lipton, Rosen & Katz.
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 hereunto duly authorized.
AMERIPRISE FINANCIAL, INC.
Date: May 26, 2006 By: /s/ David K. Stewart
------------------------------------
David K. Stewart
Senior Vice President and Controller
EXHIBIT NO. EXHIBIT DESCRIPTION
1.1 Underwriting Agreement, dated May 23, 2006, between the
Company, Lehman Brothers Inc. and J.P. Morgan Securities
Inc.
4.1 First Supplemental Junior Subordinated Debt Indenture,
dated as of May 26, 2006, between the Company and U.S.
Bank National Association.
4.2 Form of 7.518% Junior Subordinated Notes due 2066 of the
Company.
8.1 Tax Opinion of Wachtell, Lipton, Rosen & Katz.
23.1 Consent of Wachtell, Lipton, Rosen & Katz.