AMERICAN EXPRESS <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...