<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
COMMISSION FILE NO. 28-239
THE BOSTON COMPANY, INC. EMPLOYEE SAVINGS PLAN
The Boston Company, Inc.
One Boston Place
Boston, MA 02108
(Full title of the Plan and the address of the Plan)
American Express Company
World Financial Center
New York, NY 10285
(Name of the issuer of the securities
held pursuant to the Plan and the
address of its principal executive office)
<PAGE>
THE BOSTON COMPANY, INC.
EMPLOYEE SAVINGS PLAN
Financial Statements and Schedules
December 31, 1993 and 1992
(With Independent Auditors' Report Thereon)
<PAGE>
THE BOSTON COMPANY, INC. EMPLOYEE SAVINGS PLAN
Index to Financial Statements and Schedules
December 31, 1993 and 1992
<TABLE>
<CAPTION>
Page
<S> <C>
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits 2 - 3
Statements of Changes in Net Assets Available for Plan Benefits 4 - 5
Notes to Financial Statements 6 - 12
Schedule 1 - Assets Held for Investment Purposes (at end of plan year) 13
Schedule 2 - Loans or Fixed Income Obligations 14
Schedule 3 - Reportable Transactions 15
</TABLE>
Note: All other schedules required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure have been omitted because
there is no information to report.
<PAGE>
Independent Auditors' Report
----------------------------
Corporate Benefits Committee
Mellon Bank Corporation:
We have audited the accompanying statement of net assets available for plan
benefits of The Boston Company, Inc. Employee Savings Plan (the "Plan") as of
December 31, 1993, and the related statement of changes in net assets available
for plan benefits for the year then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The financial
statements of the Plan as of December 31, 1992, were audited by other auditors
whose report thereon dated primarily May 7, 1993, expressed an unqualified
opinion on those financial statements.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the 1993 financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of The
Boston Company, Inc. Employee Savings Plan as of December 31, 1993, and the
changes in net assets available for plan benefits for the year then ended in
conformity with generally accepted accounting principles.
Our audit for the year ended December 31, 1993, was made for the purpose of
forming an opinion on the basic financial statements taken as a whole. The
supplementary information included in Schedules 1 through 3 for the year ended
December 31, 1993, is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
schedules have been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a whole
for the year ended December 31, 1993.
June 3, 1994
/s/ KPMG Peat Marwick
<PAGE>
THE BOSTON COMPANY, INC. EMPLOYEE SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1993
<TABLE>
<CAPTION>
The Boston Company, Inc. Fund
-----------------------------------------------
Cash Government Managed Capital Special American
Management Money Income Appreciation Growth Express
Total Fund Fund Fund Fund Fund Stock Fund
----- ---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair
value (cost $40,213,749):
Registered investment
companies $34,936,442 8,702,149 2,713,461 6,506,451 8,633,307 8,381,074 --
American Express common
stock 4,594,169 -- -- -- -- -- 4,594,169
Loans to participants 2,502,348 -- -- -- -- -- --
----------- --------- --------- --------- --------- --------- ----------
Total investments 42,032,959 8,702,149 2,713,461 6,506,451 8,633,307 8,381,074 4,594,169
Cash (overdrafts) 10,108 15,269 (1,660) 317,550 (56,132) (202,454) (62,452)
Due from broker for
securities sold 154,872 -- -- -- -- -- 154,872
Interest and dividends
receivable 354 -- -- 285 -- -- 69
----------- --------- --------- --------- --------- --------- ----------
Total assets 42,198,293 8,717,418 2,711,801 6,824,286 8,577,175 8,178,620 4,686,658
----------- --------- --------- --------- --------- --------- ----------
Liabilities
Due to broker for securities
purchased 19,210 18,937 -- 273 -- -- --
Unallocated principal
distribution (169) -- -- -- -- -- --
----------- --------- --------- --------- --------- --------- ----------
Total liabilities 19,041 18,937 -- 273 -- -- --
----------- --------- --------- --------- --------- --------- ----------
Net assets
available for
plan benefits $42,179,252 8,698,481 2,711,801 6,824,013 8,577,175 8,178,620 4,686,658
=========== ========= ========= ========= ========= ========= ==========
<CAPTION>
Loan Forfeiture
Fund Fund
---- ----------
<S> <C> <C>
Assets
Investments, at fair
value (cost $40,213,749):
Registered investment
companies -- --
American Express common
stock -- --
Loans to participants 2,502,348 --
--------- --------
Total investments 2,502,348 --
Cash (overdrafts) (13) --
Due from broker for
securities sold -- --
Interest and dividends
receivable -- --
--------- --------
Total assets 2,502,335 --
--------- --------
Liabilities
Due to broker for securities
purchased -- --
Unallocated principal
distribution (169) --
--------- --------
Total liabilities (169) --
--------- --------
Net assets
available for
plan benefits 2,502,504 --
========= ========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
THE BOSTON COMPANY, INC. EMPLOYEE SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1992
<TABLE>
<CAPTION>
The Boston Company, Inc. Fund
-----------------------------------------------------------
Cash Government Managed Capital Special American
Management Money Income Appreciation Growth Express Distribution
Total Fund Fund Fund Fund Fund Stock Fund Fund
----- ---- ---- ---- ---- ---- ---------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value
(cost $38,702,218):
Registered investment
companies $32,085,826 $10,578,653 3,091,915 5,534,862 7,578,424 5,301,972 -- --
American Express common
stock 4,415,263 -- -- -- -- -- 4,415,263 --
Loans to participants 1,966,816 -- -- -- -- -- -- --
Other 190,965 -- -- -- -- -- 1,940 25,674
----------- ----------- --------- --------- --------- --------- --------- -------
Total investments 38,658,870 10,578,653 3,091,915 5,534,862 7,578,424 5,301,972 4,417,203 25,674
Cash (overdrafts) 397,685 393,713 22,906 -- -- -- -- (25,748)
Due from broker for
securities sold 805,210 -- -- 415,571 140,778 63,824 185,037 --
Interest and dividends
receivable 68,481 24,952 6,464 36,694 5 3 78 74
----------- ----------- --------- --------- --------- --------- --------- -------
Total assets 39,930,246 10,997,318 3,121,285 5,987,127 7,719,207 5,365,799 4,602,318 --
----------- ----------- --------- --------- --------- --------- --------- -------
Liabilities
Distributions payable 75,000 -- -- -- -- -- -- --
Due to broker for securities
purchased 68,098 24,945 6,462 36,691 -- -- -- --
Unallocated principal
distribution (237) -- -- -- -- -- -- --
----------- ----------- --------- --------- --------- --------- --------- -------
Total liabilities 142,861 24,945 6,462 36,691 -- -- -- --
----------- ----------- --------- --------- --------- --------- --------- -------
Net assets
available for
plan benefits 39,787,385 $10,972,373 3,114,823 5,950,436 7,719,207 5,365,799 4,602,318 --
=========== =========== ========= ========= ========= ========= ========= =======
<CAPTION>
Loan Forfeiture
Fund Fund
---- ----
<S> <C> <C>
Assets
Investments, at fair value
(cost $38,702,218):
Registered investment
companies -- --
American Express common
stock -- --
Loans to participants 1,966,816 --
Other -- 163,351
--------- -------
Total investments 1,966,816 163,351
Cash (overdrafts) (38) 6,852
Due from broker for
securities sold -- --
Interest and dividends
receivable -- 211
--------- -------
Total assets 1,966,778 170,414
--------- -------
Liabilities
Distributions payable -- 75,000
Due to broker for securities
purchased -- --
Unallocated principal
distribution (237) --
--------- -------
Total liabilities (237) 75,000
--------- -------
Net assets
available for
plan benefits 1,967,015 95,414
========= =======
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
THE BOSTON COMPANY, INC. EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1993
<TABLE>
<CAPTION>
The Boston Company, Inc. Fund
-------------------------------------------------------
Cash Government Managed Capital Special American
Management Money Income Appreciation Growth Express Loan Forfeiture
Total Fund Fund Fund Fund Fund Stock Fund Fund Fund
----- ---- ---- ---- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employer matching
contribution $ 957,073 247,756 72,773 150,453 210,589 181,953 93,549 -- --
Employee contribution 2,316,466 584,894 170,403 373,396 511,455 456,614 219,704 -- --
Rollover contributions 648,464 37,311 11,921 284,131 36,833 277,933 335 -- --
----------- ---------- --------- --------- --------- ---------- --------- --------- -------
Total contributions 3,922,003 869,961 255,097 807,980 758,877 916,500 313,588 -- --
Investment income:
Dividend and interest 1,260,372 257,323 74,401 444,921 95,070 36 169,996 217,604 1,021
income
Net realized gain (loss)
and unrealized
appreciation
(depreciation) 3,989,339 -- -- 452,782 1,165,008 1,313,228 1,048,994 -- 9,327
----------- ---------- --------- --------- --------- ---------- --------- --------- -------
Total investment
income 5,249,711 257,323 74,401 897,703 1,260,078 1,313,264 1,218,990 217,604 10,348
Distributions to
participants 5,164,440 2,155,386 347,778 575,623 607,849 773,779 522,915 181,110 --
Distribution to Plan
Administrator (note 4) 132,502 -- -- -- -- -- -- -- 132,502
Forfeitures -- 5,584 3,541 4,014 7,549 4,595 1,457 -- (26,740)
Net interfund transfers
out (in) -- 820,298 353,236 (197,439) 303,388 (1,510,777) 730,289 (498,995) --
----------- ---------- --------- --------- --------- ---------- --------- --------- -------
Net increase
(decrease) 3,874,772 (1,853,984) (375,057) 1,323,485 1,100,169 2,962,167 277,917 535,489 (95,414)
Net transfers from the Plan (1,482,905) (419,908) (27,965) (449,908) (242,201) (149,346) (193,577) -- --
Net assets available for
plan benefits:
Beginning of year 39,787,385 10,972,373 3,114,823 5,950,436 7,719,207 5,365,799 4,602,318 1,967,015 95,414
----------- ---------- --------- --------- --------- ---------- --------- --------- -------
End of year $42,179,252 8,698,481 2,711,801 6,824,013 8,577,175 8,178,620 4,686,658 2,502,504 --
=========== ========== ========= ========= ========= ========== ========= ========= =======
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
THE BOSTON COMPANY, INC. EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1992
<TABLE>
<CAPTION>
The Boston Company, Inc. Fund
-----------------------------------------------------------
Cash Government Managed Capital Special
Management Money Income Appreciation Growth
Total Fund Fund Fund Fund Fund
----- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Employer matching
contribution $2,120,971 633,025 176,491 287,407 469,256 318,907
Employee contribution 5,511,234 1,581,720 474,849 763,227 1,174,375 882,241
----------- ---------- --------- --------- --------- ---------
Total contributions 7,632,205 2,214,745 651,340 1,050,634 1,643,631 1,201,148
Investment income:
Dividend and interest
income 1,394,231 383,776 100,450 421,820 96,856 40,549
Net realized gain (loss)
and unrealized
appreciation
(depreciation) 1,967,639 -- -- 15,940 210,742 979,470
----------- ---------- --------- --------- --------- ---------
Total investment
income 3,361,870 383,776 100,450 437,760 307,598 1,020,019
Distributions to
participants 3,880,152 1,747,204 352,860 397,895 625,735 223,086
Distribution to successor
trustee 548,062 190,761 56,660 69,175 113,807 86,979
Distribution to Plan 150,000 -- -- -- -- --
Administrator (note 4)
Forfeitures (1) 20,823 8,512 12,768 13,264 9,002
Net interfund
transfers out (in) -- 1,337,675 158,630 (541,838) (237,679) (376,211)
----------- ---------- --------- --------- --------- ---------
Net increase
(decrease) 6,415,862 (697,942) 175,128 1,550,394 1,436,102 2,278,311
Net assets available for
plan benefits:
Beginning of year 33,371,523 11,670,315 2,939,695 4,400,042 6,283,105 3,087,488
----------- ---------- --------- --------- --------- ---------
End of year $39,787,385 10,972,373 3,114,823 5,950,436 7,719,207 5,365,799
=========== ========== ========= ========= ========== =========
<CAPTION>
American
Express Distribution Loan Forfeiture
Stock Fund Fund Fund Fund
---------- ---- ---- ----
<S> <C> <C> <C> <C>
Contributions:
Employer matching
contribution 235,882 -- -- 3
Employee contribution 634,822 -- -- --
--------- ------- --------- --------
Total contributions 870,704 -- -- 3
Investment income:
Dividend and interest
income 131,416 1,371 213,429 4,564
Net realized gain (loss)
and unrealized
appreciation
(depreciation) 755,173 -- -- 6,314
--------- ------- --------- --------
Total investment
income 886,589 1,371 213,429 10,878
Distributions to
participants 330,935 45,777 156,660 --
Distribution to successor 30,612 -- 68 --
trustee
Distribution to Plan -- -- -- 150,000
Administrator (note 4)
Forfeitures 10,449 -- -- (74,819)
Net interfund
transfers out (in) (7,973) -- (332,604) --
--------- ------- --------- --------
Net increase
(decrease) 1,393,270 (44,406) 389,305 (64,300)
Net assets available for
plan benefits:
Beginning of year 3,209,048 44,406 1,577,710 159,714
End of year --------- ------- --------- --------
4,602,318 -- 1,967,015 95,414
========= ======= ========= ========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
THE BOSTON COMPANY, INC. EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 1993 and 1992
(1) Description of the Plan
-----------------------
The following description of The Boston Company, Inc. Employee Savings Plan
(the "Plan") provides only general information. Participants should
refer to the Plan documents for a more complete description of the
Plan's provisions.
On May 21, 1993, Mellon Bank Corporation (the "Corporation") acquired The
Boston Company, Inc., a wholly owned subsidiary of Shearson Lehman
Brothers Inc., which in turn is a wholly owned subsidiary of the
American Express Company. As a result of the acquisition by the
Corporation, the Plan was amended effective on May 31, 1993 (the
"Effective Date").
As of the Effective Date, the Retirement, Compensation and Benefits
Committee of The Boston Company, Inc. approved a resolution which
provides that the Plan will no longer accept contributions but will
remain in existence as long as necessary to pay vested benefits.
Subsequent to the Effective Date, employees of The Boston Company, Inc.
are eligible to participate in the Mellon Bank Corporation Retirement
Savings Plan.
The Plan is a defined contribution savings plan established on January 1,
1983, for the benefit of employees of The Boston Company, Inc. and
subsidiaries. The Plan is subject to the requirements of the Employee
Retirement Income Security Act of 1974 ("ERISA"). Through December 31,
1993, the Plan was administered by the Retirement, Compensation and
Benefits Committee appointed by the Chairman of the Board of Directors
of The Boston Company, Inc. Effective January 1, 1994, the Plan is
administered by the Corporate Benefits Committee of the Corporation
(the "Committee"), all of whose members are appointed by the
Board of Directors of the Corporation. The Committee is the Named
Fiduciary and the Plan Administrator. The members of the Committee
receive no remuneration from the Plan with respect to their service in
such capacity. Boston Safe Deposit and Trust Company, a wholly owned
subsidiary of The Boston Company, Inc., is the Trustee.
Eligibility and Contributions
-----------------------------
Prior to the Effective Date, employees with one year or more of service
were eligible to participate in the Plan by making voluntary salary
reduction contributions equal to at least 2% but not more than 12% of
compensation. Further, the Plan provided that, beginning the next
fiscal year after each participant's date of hire, The Boston Company,
Inc. would contribute an amount equal to 50% of each participant's
salary reduction contributions up to 6% of compensation. Any such
contributions were payable as of year end. Forfeitures of The Boston
Company, Inc. contributions by participants were used to reduce
the amount of future Boston Company, Inc. contributions. All
contributions were invested in mutual funds managed by The Boston
Company, Inc. or in the American Express Company Common Stock Fund at
the direction of the participants.
The Plan has been amended so that no contributions can be made as of and
after the Effective Date.
(Continued)
6
<PAGE>
THE BOSTON COMPANY, INC. EMPLOYEE SAVINGS PLAN
Notes to Financial Statements, Continued
Vesting
-------
Prior to the Effective Date, any participant who terminated employment was
vested in and entitled to a portion of the participant's account that
consisted of the entire amount attributable to participant
contributions, plus a percentage of that portion attributable to The
Boston Company, Inc. contributions determined in accordance with the
Plan Agreement. The Boston Company, Inc. contributions were 100%
vested after five years. As of the Effective Date, all participants
with account balances were granted full vesting in the Plan and all
contributions to the Plan were discontinued.
Distributions
-------------
In service withdrawals from participant accounts are not allowed prior to
age 59-1/2 except for financial hardship, as defined in the Plan
Agreement.
Account balances in the Plan as of the Effective Date are maintained and
participants are able to direct their account balances among The Boston
Company, Inc. Funds; however, no transfers into the American Express
Company Common Stock Fund are permitted.
Loans to Participants
---------------------
Participants in the Plan may borrow against their vested balances. The
minimum amount a participant could borrow was $1,000 and the maximum was
determined as follows:
<TABLE>
<CAPTION>
If vested amount in
in account is Maximum loans
-------------------- -------------
<S> <C>
Over $100,000 $50,000
Less than $100,000 50% of balance
</TABLE>
All loans must, under the terms of the Plan, be paid back within five years
unless the funds are used to purchase a primary residence. All loans
are fixed rate loans based on the Boston Safe Deposit and Trust Company
prime rate plus 3.5%. Such loans must be evidenced by the
participant's interest-bearing promissory note, the terms and
conditions of which were established by the Retirement, Compensation
and Benefits Committee prior to the Effective Date and the Committee
after the Effective Date.
(Continued)
7
<PAGE>
THE BOSTON COMPANY, INC. EMPLOYEE SAVINGS PLAN
Notes to Financial Statements, Continued
Administrative Expenses
-----------------------
No administrative expenses are paid by the Plan.
(2) Summary of Significant Accounting Policies
------------------------------------------
Basis of Financial Statements
-----------------------------
The accompanying financial statements have been prepared on the accrual
basis. As discussed in note 1 to the financial statements, the
Retirement, Compensation and Benefits Committee of The Boston Company,
Inc. approved a resolution which provides that the Plan will no longer
accept contributions but will remain in existence as long as necessary
to pay vested benefits. In accordance with generally accepted
accounting principles, the Plan has changed its basis of accounting
from the ongoing plan basis to the liquidation basis. This change had
no effect on the Plan's 1993 financial statements.
Investments
-----------
Investments in shares of each of the funds of The Boston Company, Inc. Fund
are valued at the net asset value per share for each fund based on the
respective fair values of the underlying assets invested therein.
Investments in common stock in the American Express Company Common
Stock Fund are traded on a national securities exchange and are valued
at the last reported price on the last business day of the year.
Short-term investments in the Forfeiture Fund and the Distribution Fund are
valued at the net asset value per share of the Daily Liquidity Fund.
This is a short-term investment fund sponsored by The Boston Company,
Inc. valued at amortized cost which approximates market.
Purchases and sales of securities are reflected on a trade-date basis.
All interest, dividends and capital gains are reinvested. Dividend income
is recorded on the declaration date. Income from other investments is
recorded as earned on an accrual basis.
Reclassification of Prior Year's Statements
-------------------------------------------
Certain items previously reported have been reclassified to conform with
the current year's reporting format.
(Continued)
8
<PAGE>
THE BOSTON COMPANY, INC. EMPLOYEE SAVINGS PLAN
Notes to Financial Statements, Continued
(3) Investment Programs
-------------------
The Boston Company, Inc. Fund
-----------------------------
Participants' salary reduction contributions are invested in The Boston
Company, Inc. Fund. The Boston Company, Inc. Fund is a mutual fund
consisting of seven separate portfolios. Under the Plan, a participant
may elect to invest in any of the following five portfolios:
(a) Cash Management Fund
--------------------
A money market fund investing in a diversified portfolio of high-grade
money market instruments.
(b) Government Money Fund
---------------------
A money market fund investing exclusively in obligations issued or
guaranteed as to both principal and interest by the U.S. government
or backed by the full faith and credit of the United States.
(c) Managed Income Fund
-------------------
An income fund investing primarily in investment-grade corporate and
U.S. government obligations and in obligations having maturities of
10 years or less.
(d) Capital Appreciation Fund
-------------------------
An equity fund seeking long-term growth of capital, with current
income as a secondary objective, through investments primarily in
common stocks.
(e) Special Growth Fund
-------------------
An equity fund seeking above-average capital growth without regard to
income through investments principally in securities of issuers
thought to have significant growth potential.
American Express Company Common Stock Fund
------------------------------------------
This fund includes employer matching contributions, through the Effective
Date, in American Express Company common stock.
Distribution Fund
-----------------
This fund included amounts carried over from a predecessor profit-sharing
plan for which participants had made elections to have their interests
invested in interest-bearing instruments pending distribution to such
participants. The fund invested in money market accounts, obligations
of the U.S. government, time or demand deposits with banks and money
market funds.
(Continued)
9
<PAGE>
THE BOSTON COMPANY, INC. EMPLOYEE SAVINGS PLAN
Notes to Financial Statements, Continued
Loan Fund
---------
The Loan Fund represents a separate fund administered in connection with
loans to participants of the Plan. Participants may borrow from their
accounts a portion of their account balance.
(4) Distributions From Plan
-----------------------
The Boston Company, Inc. transferred a group of employees to an affiliate
in a prior year. The distribution to successor trustee in 1992
represents the balance for these participants transferred to the
affiliate's employee savings plan.
The distribution to Plan Administrator represents the amount of the
Forfeiture Fund withdrawn by The Boston Company, Inc.. Prior to the
Effective Date, The Boston Company, Inc. was permitted to use these
funds to reduce The Boston Company, Inc.'s matching contribution.
(5) Federal Income Taxes
--------------------
The Internal Revenue Service (IRS) issued its latest determination on June
9, 1986, which stated that the Plan was qualified under section 401(a)
of the Internal Revenue Code (the Code), and the related trust is
exempt from tax under section 501(a) of the Code. The Plan and its
underlying trust have since been amended to conform with tax law
changes. The amended Plan instruments will be submitted to the IRS
for a letter of determination. In the opinion of the Plan
Administrator, the Plan and the related trust have operated in
accordance with the terms of the Plan and in conformity with the
applicable provisions of the Code. Accordingly, the accompanying
financial statements do not include a provision for federal income
taxes.
(6) Distribution of Excess Contributions
------------------------------------
It is The Boston Company, Inc.'s intention to operate the Plan in
accordance with the requirements of Code sections 401(k) and 401(m)
which outline the application of the discrimination test to qualified
profit-sharing plans. It was determined that the Plan met the
discrimination test for the 1993 and 1992 plan years.
(Continued)
10
<PAGE>
THE BOSTON COMPANY INC. EMPLOYEE SAVINGS PLAN
Notes to Financial Statements, Continued
(7) Investments
Investments held by the Plan as of December 31, 1993, were
as follows:
<TABLE>
<CAPTION>
Market value
Number of -----------------
shares Per
Description or units Cost unit Total
----------- --------- ---- ---- -----
<S> <C> <C> <C> <C>
Cash Management Fund:
Boston Company, Inc. Fund
Cash Management Fund
Institutional Shares 8,702,149 $8,702,149 1.00 $8,702,149*
Government Money Fund:
Boston Company, Inc. Fund
Government Money Fund
Institutional Shares 2,713,461 2,713,461 1.00 2,713,461*
Managed Income Fund:
Boston Company, Inc. Fund
Managed Income Fund
Institutional Shares 571,744 6,512,158 11.38 6,506,451*
Capital Appreciation Fund:
Boston Company, Inc. Fund
Capital Appreciation Fund
Institutional Shares 310,551 8,457,318 27.80 8,633,307*
Special Growth Fund:
Boston Company, Inc. Fund
Special Growth Fund
Institutional Shares 464,068 7,624,136 18.06 8,381,074*
American Express Stock Fund:
American Express
Company common stock 148,799 3,702,179 30.88 4,594,169*
Loan Fund:
Loans to participants 2,502,348 2,502,348 1.00 2,502,348*
----------- -----------
Total investments $40,213,749 $42,032,959
=========== ===========
</TABLE>
* Investments greater than 5% of net assets available for plan benefits at the
end of the plan year.
(Continued)
11
<PAGE>
THE BOSTON COMPANY, INC. EMPLOYEE SAVINGS PLAN
Notes to Financial Statements, Continued
Investments held by the Plan as of December 31, 1992, are summarized as follows:
<TABLE>
<CAPTION>
Description Cost Fair value
----------- ---- ----------
<S> <C> <C>
The Boston Company, Inc. Pooled Employee Funds:
Daily Liquidity Fund $ 190,965 190,965
The Boston Company, Inc. Fund 32,191,653 32,085,826*
Common Stock - American Express Company 4,352,784 4,415,263*
Loans to participants
1,966,816 1,966,816
----------- ----------
$38,702,218 38,658,870
=========== ==========
</TABLE>
* Investments greater than 5% of net assets available for plan
benefits at the end of the plan year.
(8) Reconciliation of Financial Statements and Form 5500
----------------------------------------------------
Benefits payable to withdrawing participants of $309,865 in
1993 are included as a component of net assets available for plan
benefits in the financial statements which differs from the basis used
to prepare the Plan's Form 5500. Accordingly, reconciliations are
presented below for the year ended December 31, 1993:
Reconciliation of Net Assets Available for Plan Benefits
--------------------------------------------------------
<TABLE>
<CAPTION>
As reported
As reported in financial
in Form 5500 Adjustment statements
------------ ---------- ------------
<S> <C> <C> <C>
1993 Benefits payable $309,865 (309,865) -
</TABLE>
Reconciliation of Changes in Net Assets Available for Plan Benefits
-------------------------------------------------------------------
<TABLE>
<CAPTION>
As reported
As reported in financial
in Form 5500 Adjustment statements
------------ ---------- ------------
<S> <C> <C> <C>
1993 Participant withdrawals $ 5,474,305 (309,865) 5,164,440
End of year - net assets
available for plan 41,869,387 309,865 42,179,252
benefits
</TABLE>
12
<PAGE>
Schedule 1
----------
THE BOSTON COMPANY, INC. EMPLOYEE SAVINGS PLAN
EIN: 04 2371833
Plan Number: 001
Item 27(a) - Assets Held for Investment Purposes (at the end of the plan year)
December 31, 1993
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
- -------- -------- -------- -------- --------
Identity of issue, borrower, Current
lessor or similar party Description of investment Cost value
----------------------- ------------------------- ---- -----
Registered investment companies
-------------------------------
<S> <C> <C> <C> <C>
* The Boston Company, Inc. Fund Capital Appreciation Fund $ 8,457,318 8,633,307
* The Boston Company, Inc. Fund Managed Income Fund 6,512,158 6,506,451
* The Boston Company, Inc. Fund Special Growth Fund 7,624,136 8,381,074
* The Boston Company, Inc. Fund Government Money Fund 2,713,461 2,713,461
----------- ----------
Total registered investment companies 25,307,073 26,234,293
Common/collective trusts
------------------------
* The Boston Company, Inc. Fund Cash Management Fund 8,702,149 8,702,149
----------- ----------
Total common/collective trusts 8,702,149 8,702,149
Common stocks
-------------
American Express Company American Express Stock Fund 3,702,179 4,594,169
----------- ----------
Total common stocks 3,702,179 4,594,169
Loans to participants
---------------------
* The Boston Company, Inc. Employee Savings Plan Loans 2,502,348 2,502,348
----------- ----------
Total loans to participants 2,502,348 2,502,348
----------- ----------
Total investments $40,213,749 42,032,959
=========== ==========
</TABLE>
* Party-in-interest
Note: The range of interest rates on loans to participants as of December 31,
1993, was 9.5% to 15%, and the range of maturity dates was January 15,
1994, to May 15, 2024.
13
<PAGE>
Schedule 2
----------
THE BOSTON COMPANY, INC. EMPLOYEE SAVINGS PLAN
EIN: 04 2371833
Plan Number: 001
Item 27(b) - Loans or Fixed Income Obligations
December 31, 1993
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Amount received during
Identity Original reporting year Unpaid
and address amount -------------------------- balance at
of obligor of loan Principal Interest end of year
------------ --------- ------------- ------------ -----------
<C> <S> <C> <C> <C> <C>
N/A Mary E. Martens
304 Pearl Street
Malden, MA 02148 $3,000 0.00 0.00 2,240.81
N/A Christopher Ober
220 Essex Street #4 3,000 0.00 0.00 2,534.44
Melrose, MA 02176 3,000 0.00 0.00 1,414.80
<CAPTION>
Detailed description of loan Amout overdue
Identity ---------------------------------------------------------------------- -----------------------------
and address Date of Maturity Interest Renegotiation
of obligor origination date rate Collateral terms Principal Interest
------------ ----------- ---- ---- ---------- ----- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Mary E. Martens
304 Pearl Street
Malden, MA 02148 1/31/91 2/2/96 %13.50 401(k) balance none $723.83 325.57
Christopher Ober
220 Essex Street #4 9/24/91 9/27/96 12.00 401(k) balance none 655.03 328.65
Melrose, MA 02176 8/22/89 9/2/94 14.50 401(k) balance none 874.83 180.77
</TABLE>
N/A - Not a party-in-interest transaction.
14
<PAGE>
Schedule 3
----------
THE BOSTON COMPANY EMPLOYEE SAVINGS PLAN
EIN: 04 2371833
Plan Number: 001
Item 27(d) - Reportable Transactions
Year Ended December 31, 1993
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Series Transactions, When Aggregated, Involving an Amount in Excess of Five
Percent of the Current Value of Plan Assets
Number Number Total dollar Total dollar
Identity of of of value of value of Net gain or
party involved Description of assets purchases sales purchases sales (loss)
-------------- --------------------- --------- ------ --------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
American Express Company American Express Company 6 34 $ 421,087 2,010,936 225,809
Common Stock
Boston Safe Deposit and Trust Special Growth Fund 64 33 2,709,864 1,101,175 210,931
Company
</TABLE>
15
<PAGE>
Consent of Independent Certified Public Accountants
---------------------------------------------------
The Board of Directors
Mellon Bank Corporation:
We consent to incorporation by reference in the Prospectus to the Registration
Statement (No. 33-43695) on Form S-8 of American Express Company of our report
dated June 3, 1994, that is included in the Annual Report on Form 11-K of The
Boston Company Employee Savings Plan.
/s/ KPMG Peat Marwick
June 28, 1994
<PAGE>
[Logo of Ernst & Young] Ernst & Young
200 Clarendon Street
Boston
Massachusetts 02116-5072
Phone: 617 266 2000
Fax: 617 266 5843
Report of Independent Auditors
The Retirement, Compensation and Benefits Committee
of the Boston Company, Inc. Employee Savings Plan
We have audited the accompanying statements of net assets available for
plan benefits of The Boston Company, Inc. Employee Savings Plan (the Plan)
as of December 31, 1992, and the related statements of changes in net assets
available for plan benefits for the year ended December 31, 1992. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of
the Plan at December 31, 1992, and the changes in its net assets available
for plan benefits for the year ended December 31, 1992, in conformity with
generally accepted accounting principles.
ERNST & YOUNG
/s/ ERNST & YOUNG
May 7, 1993, except for the second
paragraph of Note 1 as to which
the date is May 21, 1993
<PAGE>
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8, No. 33-43695) pertaining to The Boston Company, Inc. Employee
Savings Plan and in the related Prospectus of our report dated May 7, 1993,
except for the second paragraph of Note 1 as to which the date is May 21,
1993, with respect to the financial statements and schedules of The Boston
Company, Inc. Employee Savings Plan included in this Annual Report (Form
11-K) for the year ended December 31, 1993.
ERNST & YOUNG
/s/ ERNST & YOUNG
Boston, Massachusetts
June 21, 1994
<PAGE>
Signature
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Retirement, Compensation and Benefits Committee of The Boston Company, Inc., has
duly caused this annual report to be signed on its behalf by the undersigned
hereunto authorized.
THE BOSTON COMPANY, INC.
EMPLOYEE SAVINGS PLAN
/s/ Willis F. Williams
By: ---------------------------
Willis F. Williams
Member of Retirement,
Compensation and Benefits
Committee of The Boston
Company, Inc.
Date: June 24, 1994
