AMERICAN EXPRESS &lt;AXP> APPROVES SHEARSON OFFER

  American Express Co said its board
  approved a public offering of about 18 pct of its wholly owned
  Shearson Lehman Brothers Inc brokerage unit.
      American Express also approved the previously announced
  plan to sell about 13 pct, or 13 mln convertible preferred, of
  the unit to Nippon Life insurance co for 538 mln dlrs. The
  preferred shares are convertible to the same number of common
  shares following Hart-Scott-Rodino and FDIC approvals.
      American Express said it will maintain 60 pct, or 60 mln of
  the 100 mln shares of Shearson that will be outstanding.
      American Express said it had agreed with Nippon life that
  American Express will hold a minimum of 40 pct of Shearson
  until January, 1999.
     American Express said 7.5 mln Shearson shares would be held
  by certain employees of Shearson and one mln by a Shearson
  stock ownership plan to be formed.
      American Express said it anticipates a registration
  statement for the public offering will be filed with the
  Securities and Exchange Commission shortly.
      American Express also declared a two-for-one stock split
  and raised its quarterly dividend to 38 cts per share from 36
  cts on a pre-split basis. Both dividends are payable May 8, to
  shareholders of record April 3. There are currently 215 mln
  American Express shares outstanding.
      The transaction with Nippon Life remains subject to
  approval by the Japanese ministry of finance, which is expected
  in April.
      American Express also said an agreement was reached by
  Shearson and Nippon Life providing for a joint venture in
  London.
      The venture will focus on investment advisory asset
  management, market research and consulting on financing. It
  also said it expects the relationship to extend to selected
  projects involving American Express, Shearson Lehman and Nippon
  Life in key financial centers of Asia and other regions, and to
  future personnel exchanges.
      Under the agreement, Nippon will receive 13 mln cumulative
  preferred shares with a five pct dividend rate. The cumulative
  preferred stock will become convertible with voting powers to
  an equal number of common shares following the U.S. government
  approvals.
      American Express said that assuming conversion of the
  preferred stock held by Nippon, 100 mln shares of Shearson
  Lehman common stock would be outstanding. For the public
  offering, it said there will be an underwriters overallotment
  option to purchase 1.8 mln shares.
      American Express will also grant Nippon Life a five-year
  warrant to purchase one mln American Express common shares at
  100 dlrs per share. There are currently 215 mln American
  Express shares outstanding.
      Nippon Life would be entitled to nominate two directors to
  the Shearson board and one representative to serve as an
  adviser to the American Express board of directors.
      "These proposed transactions are yet another signal that
  american express intends to stay in the forefront of the
  financial services industry worldwide," said American Express
  Chairman James D. Robinson. "The implementation of our plans,
  moreover, will enable us to maintain a majority interest in
  shearson while enhancing the strength of our balance sheet by
  tapping additional capital resources for shearson outside
  american express."
  Reuter...
  

