SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 11
TO REGISTRATION STATEMENT NO. 33-48701
ON FORM S-2 TO FORM S-1 ON FORM S-2
Under
The Securities Act of 1933
IDS Life Insurance Company
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(Exact name of registrant as specified in charter)
Minnesota
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(State or other jurisdiction of incorporation or organization)
41-0823832
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(I.R.S. Employer Identification No.)
70100 AXP Financial Center, Minneapolis, MN 55474
(800) 862-7919
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(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Mary Ellyn Minenko
IDS Life Insurance Company
50607 AXP Financial Center, Minneapolis, Minnesota 55474
(612) 671-3678
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
It is proposed that this filing become effective on May 1, 2002.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
Calculation of Registration Fee
- ------------------------------------- ----------------- ------------------------ ----------------------- -------------------
Proposed maximum
Title of each class of securities Amount to be Proposed maximum aggregate offering Amount of
to be registered registered offering price per unit price registration fee
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Interests in the Fixed Account of N/A
the Group, Unallocated Deferred
Combination Fixed/Variable Annuity
Contracts for Qualified Retirement
Plans
PART I.
INFORMATION REQUIRED IN PROSPECTUS
The prospectus for IDS Life Group Variable Annuity Contract is incorporated by
reference from Part A of Post-Effective Amendment No. 12 to Registration
Statement No. 33-47302, filed on or about April 25, 2002.
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses of the issuance and distribution of the interests in the
Fixed Account of the Contract to be registered, other than commissions on sales
of the Contracts, are to be borne by the registrant.
Item 15. Indemnification of Directors and Officers
Section 300.083 of Minnesota Law provides in part that a corporation
organized under such law shall have power to indemnify anyone made, or
threatened to be made, a party to a threatened, pending or completed proceeding,
whether civil or criminal, administrative or investigative, because he is or was
a director or officer of the corporation, or served as a director or officer of
another corporation at the request of the corporation. Indemnification in such a
proceeding may extend to judgments, penalties, fines and amounts paid in, as
well as to reasonable expenses, including attorneys' fees and disbursements. In
a civil proceeding, there can be no indemnification under the statute, unless it
appears that the person seeking indemnification has acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation and its shareholders and unless such person has received no
improper personal benefit; in a criminal proceeding, the person seeking
indemnification must also have no reasonable cause to believe his conduct was
unlawful.
Article IX of the By-laws of the IDS Life Insurance Company requires
the IDS Life Insurance Company to indemnify directors and officers to the extent
indemnification is permitted as stated by the preceding paragraph, and contains
substantially the same language as the above-mentioned Section 300.083.
Article IX, paragraph (2), of the By-laws of the IDS Life Insurance
Company provides as follows:
"Section 2. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party, by reason of the fact that he is or
was a director, officer, employee or agent of this Corporation, or is or was
serving at the direction of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, to any threatened, pending or completed action, suit or proceeding,
wherever brought, to the fullest extent permitted by the laws of the State of
Minnesota, as now existing or hereafter amended, provided that this Article
shall not indemnify or protect any such director, officer, employee or agent
against any liability to the Corporation or its security holders to which he
would otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence, in the performance of his duties or by reason of his reckless
disregard of his obligations and duties."
The parent company of IDS Life Insurance Company maintains an insurance
policy which affords liability coverage to directors and officers of the IDS
Life Insurance Company while acting in that capacity. IDS Life Insurance Company
pays its proportionate share of the premiums for the policy.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Item 16. Exhibits
1.-2. Not applicable.
3.1 Copy of Certificate of Incorporation of IDS Life Insurance Company
dated July 23, 1957, filed electronically as Exhibit 3.1 to
Post-Effective Amendment No. 2 to Registration Statement No. 33-48701
is incorporated by reference.
3.2 Copy of By-laws of IDS Life Insurance Company, filed electronically as
Exhibit 3.2 to Post-Effective Amendment No. 2 to Registration
Statement No. 33-48701 is incorporated by reference.
4.1 Form of Group Deferred Variable Annuity Contract, Form 34660, filed
electronically as Exhibit 4.1 to Post-Effective Amendment No. 2 to
Registration Statement No. 33-48701 is incorporated by reference.
5. Opinion of Counsel regarding legality of Contracts is filed
electronically herewith.
6.-20. Not applicable.
21. List of Subsidiaries, filed electronically as Exhibit 22 to
Post-Effective Amendment No. 5 to Registration Statement No. 33-48701
is incorporated by reference.
22. Not applicable.
23. Consent of Independent Auditors is filed electronically herewith.
24. Power of Attorney, dated April 9, 2002, is filed electronically
herewith.
25.-27. Not applicable.
Item 17. Undertakings
Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933,
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement,
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement,
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof,
(3) that all post-effective amendments will comply with the
applicable forms, rules and regulations of the Commission in
effect at the time such post-effective amendments are filed,
and
(4) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, IDS
Life Insurance Company, certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-2 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Minneapolis, and State of Minnesota on the 25th
day of April, 2002.
IDS Life Insurance Company
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(Registrant)
By IDS Life Insurance Company
By /s/ Timothy V. Bechtold*
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Timothy V. Bechtold
President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the 25th day of April, 2002.
Signature Title
/s/ Gumer C. Alvero*
- ---------------------------------- Director and Executive
Gumer C. Alvero Vice President - Annuities
/s/ Timothy V. Bechtold*
- --------------------------------- Director and President
Timothy V. Bechtold
/s/ Timothy S. Meehan* Secretary
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Timothy S. Meehan
/s/ Barry J. Murphy* Director
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Barry J. Murphy
/s/ Theresa J. Rasmussen* Vice President and
- ------------------------------------ General Counsel
Theresa J. Rasmussen
/s/ Stephen W. Roszell*
- ----------------------------------- Director
Stephen W. Roszell
/s/ John T. Sweeney*
- ---------------------------------- Director and Executive
John T. Sweeney Vice President - Finance
/s/ Philip C. Wentzel* Vice President and
- ------------------------------------ Controller
Philip C. Wentzel
/s/ David L. Yowan*
- ----------------------------------- Vice President, Treasurer
David L. Yowan and Assistant Secretary
*Signed pursuant to Power of Attorney dated April 9, 2002, filed electronically
herewith.
/s/ Mary Ellyn Minenko
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Mary Ellyn Minenko