SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
Post-Effective Amendment No. 5
to Registration Statement No. 333-65080
Under
The Securities Act of 1933
American Enterprise MVA Account
(Exact name of registrant as specified in charter)
Indiana
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(State or other jurisdiction of incorporation or organization)
63
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(Primary Standard Industrial Classification Code Number)
94-2786905
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(I.R.S. Employer Identification No.)
829 AXP Financial Center, Minneapolis, MN 55474
(612) 671-3131
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(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
James M. Odland
50607 AXP Financial Center, Minneapolis, Minnesota 55474
(612) 671-3794
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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 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]
Pursuant to Rule 429 under the Securities Act, the prospectuses contained herein
also relate to and constitute a Post-Effective Amendment to Securities Act
Registration Statement No. 333-86297.
Calculation of Registration Fee
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered offering price per aggregate offering registration fee
registered unit price
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Interests in the N/A
Guarantee Period
Accounts of
the Wells Fargo Advantage Variable Annuity,
the Wells Fargo Advantage Builder Variable Annuity,
the American Express Signature Variable Annuity,
the American Express Signature One Variable Annuity,
the American Express New Solutions Variable Annuity,
the American Express Galaxy Premier Variable Annuity,
the American Express Pinnacle Variable Annuity,
the American Express FlexChoice Variable Annuity,
and the American Express Innovations Variable Annuity Contracts
Registration Statement on Form S-1
Cross-Reference Sheet
Pursuant to Regulation S-K, Item 501(b)
Form S-1 Item Number and Caption Located in Prospectus
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus Outside Front Cover
2. Inside Front and Outside Back
Cover Pages of Prospectus Table of Contents
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges Summary or, as to ratio of
earnings to fixed charges,
Not Applicable
4. Use of Proceeds The variable accounts; The
fixed accounts
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Distribution of Contracts
9. Description of Securities to Be Registered The variable accounts;
The fixed accounts
10. Interests of Named Experts and Counsel Not Applicable
11. Information with Respect to the Registrant About American Enterprise
Life; Additional
Information about American
Enterprise Life
12. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities See Item 14 in Part II
PART I.
INFORMATION REQUIRED IN PROSPECTUS
The prospectuses included in the following registration statements containing
information for the American Enterprise MVA Account filed as described below are
incorporated herein by reference.
American Express FlexChoice Variable Annuity filed as a part of
Post-Effective Amendment No. 1 to Registration Statement No. 333-73958.
American Express Galaxy Premier Variable Annuity filed as a part of
Post-Effective Amendment No. 7 to Registration Statement No. 333-82149.
American Express Innovations Variable Annuity filed as a part of
Post-Effective Amendment No. 5 to Registration Statement No. 333-92297.
American Express New Solutions Variable Annuity filed as a part of
Post-Effective Amendment No. 5 to Registration Statement No. 333-92297.
American Express Pinnacle Variable Annuity filed as a part of
Post-Effective Amendment No. 7 to Registration Statement No. 333-82149.
American Express Signature Variable Annuity filed as a part of
Post-Effective Amendment No. 5 to Registration Statement No. 333-74865.
American Express Signature One Variable Annuity filed as a part of
Post-Effective Amendment No. 11 to Registration Statement No. 333-85567.
Wells Fargo Advantage Variable Annuity filed as a part of
Post-Effective Amendment No. 11 to Registration Statement No. 333-85567.
Wells Fargo Advantage Builder Variable Annuity filed as a part of
Post-Effective Amendment No. 11 to Registration Statement No. 333-85567.
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The expenses of the issuance and distribution of the interests in the
Guarantee Period Accounts of the Contract to be registered, other than
commissions on sales of the Contracts, are to be borne by the
registrant.
Item 14. Indemnification
The By-Laws of the depositor provide that the Corporation shall have
the power to indemnify a director, officer, agent or employee of the
Corporation pursuant to the provisions of applicable statues or
pursuant to contract.
The Corporation may purchase and maintain insurance on behalf of any
director, officer, agent or employee of the Corporation against any
liability asserted against or incurred by the director, officer,
agent or employee in such capacity or arising out of the director's,
officer's, agent's or employee's status as such, whether or not the
Corporation would have the power to indemnify the director, officer,
agent or employee against such liability under the provisions of
applicable law.
The By-Laws of the depositor provide that it shall indemnify a
director, officer, agent or employee of the depositor pursuant to the
provisions of applicable statutes or pursuant to contract.
Insofar as indemnification for liability 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 15. Recent Sales of Unregistered Securities
None
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
1. Not applicable.
2. Not applicable.
3.1 Amendment and Restatement of Articles of Incorporation of American
Enterprise Life dated July 29, 1986, filed electronically as Exhibit 6.1
to American Enterprise Life Personal Portfolio Plus 2's Initial
Registration Statement No. 33-54471, filed on or about July 5, 1994, is
incorporated by reference.
3.2 Amended By-laws of American Enterprise Life, filed electronically as
Exhibit 6.2 to American Enterprise Life Personal Portfolio Plus 2's
Initial Registration Statement No. 33-54471, filed on or about July 5,
1994, is incorporated by reference.
3.3 Consent in writing in lieu of a meeting of the Board of Directors of
American Enterprise Life Insurance Company establishing the American
Enterprise MVA Account dated Aug. 18, 1999, filed electronically as
Exhibit 3.3 to Registrant's Initial Registration Statement No. 333-86297,
filed on or about Aug. 31, 1999, is incorporated by reference.
4.1 Form of Deferred Annuity Contract for the American Express(R)
Signature One Variable Annuity (form 240180), filed electronically as
Exhibit 4.1 to American Enterprise Variable Annuity Account's
Post-Effective Amendment No. 1 to Registration Statement No. 333-85567
on form N-4, filed on or about Dec. 7, 1999, is incorporated by
reference.
4.2 Form of Deferred Annuity Contract for the Wells Fargo Advantage(SM)
Variable Annuity (form 44209), filed electronically as Exhibit 4.1 to
American Enterprise Variable Annuity Account's Pre-Effective Amendment
No. 1 to Registration Statement No. 333-85567 on form N-4, filed on or
about Nov. 4, 1999, is incorporated by reference.
4.3 Form of Deferred Annuity Contract for the Wells Fargo Advantage(SM)
Builder Variable Annuity (form 44210), filed electronically as Exhibit
4.2 to American Enterprise Variable Annuity Account's Pre-Effective
Amendment No. 1 to Registration Statement No. 333-85567 on form N-4,
filed on or about Nov. 4, 1999, is incorporated by reference.
4.4 Form of Deferred Annuity Contract for the American Express New
Solutions(SM) Variable Annuity (form 240343) filed electronically as
Exhibit 4.1 to American Enterprise Variable Annuity Account's
Pre-Effective Amendment No. 1 to Registration Statement No. 333-92297
on Form N-4, filed on or about Feb. 11, 2000, is incorporated by
reference.
4.5 Form of Deferred Annuity Contract for American Express Signature
Variable Annuity (R) (form 43431) filed electronically as Exhibit 4.1 to
American Enterprise Variable Annuity Account's Pre-Effective Amendment
No. 1 to Registration Statement No. 333-74865 on form N-4, filed on or
about Aug. 4, 1999, is incorporated by reference.
4.6 Form of Deferred Annuity Contract for the American Express(R)
Galaxy Premier Variable Annuity and the American Express Pinnacle
Variable Annuity(SM) (form 44170) filed electronically as Exhibit 4.1
to American Enterprise Variable Annuity Account's Pre-Effective
Amendment No. 1 to Registration Statement No. 333-82149, filed on or
about Sept. 21, 1999, is incorporated by reference.
4.7 Form of Deferred Annuity Contract for American Express FlexChoice(SM)
Variable Annuity contract Option L (form 271496) filed electronically as
Exhibit 4.1 to American Enterprise Variable Annuity Account's
Pre-Effective Amendment No. 1 to Registration Statement No. 333-73958 on
form N-4, filed on or Feb. 20, 2002, is incorporated by reference.
4.8 Form of Deferred Annuity Contract for American Express FlexChoice(SM)
Variable Annuity contract Option C (form 271491) filed electronically as
Exhibit 4.2 to American Enterprise Variable Annuity Account's
Pre-Effective Amendment No. 1 to Registration Statement No. 333-73958 on
form N-4, filed on or Feb. 20, 2002, is incorporated by reference.
4.9 Form of Enhanced Death Benefit Rider for the Wells Fargo Advantage(SM)
Variable Annuity, the Wells Fargo Advantage(SM) Builder Variable Annuity
and the American Express FlexChoice(SM) Variable Annuity contracts
(form 44213), filed electronically as Exhibit 4.3 to American
Enterprise Variable Annuity Account's Pre-Effective Amendment No. 1 to
Registration Statement No. 333-85567 on form N-4, filed on or about Nov.
4, 1999, is incorporated by reference.
4.10 Form of Guaranteed Minimum Income Benefit Rider for the American Express
Signature Variable Annuity (R) and the American Express(R) Signature One
Variable Annuity (6% Accumulation Benefit Base) (form 240186), filed
electronically as Exhibit 4.2 to American Enterprise Variable Annuity
Account's Post-Effective Amendment No. 3 to Registration Statement No.
333-85567 on form N-4, filed on or about Feb. 11, 2000, is incorporated
by reference.
4.11 Form of Guaranteed Minimum Income Benefit Rider for the American
Express New Solutions(SM) Variable Annuity and the American Express
Innovations(SM) Variable Annuity (form 240350), filed electronically as
Exhibit 4.4 to American Enterprise Variable Annuity Account's
Pre-Effective Amendment No. 1 to Registration Statement No. 333-92297 on
Form N-4, filed on or about Feb. 11, 2000, is incorporated by reference.
4.12 Form of Guaranteed Minimum Income Benefit Rider for the Wells Fargo
Advantage(SM) Variable Annuity, the Wells Fargo Advantage(SM) Builder
Variable Annuity and the American Express FlexChoice(SM) Variable Annuity
contracts (form 44214), filed electronically as Exhibit 4.4 to
American Enterprise Variable Annuity Account's Pre-Effective Amendment
No. 1 to Registration Statement No. 333-85567 on form N-4, filed on or
about Nov. 4, 1999, is incorporated by reference.
4.13 Form of 5% Accumulation Death Benefit Rider for the American Express
Signature Variable Annuity(R) and the American Express Signature One
Variable Annuity(SM) (form 240183), filed electronically as Exhibit 4.3
to American Enterprise Variable Annuity Account's Post-Effective
Amendment No. 1 to Registration Statement No. 333-85567 on form N-4,
filed on or about Dec. 8, 1999, is incorporated by reference.
4.14 Form of Value Option Return of Purchase Payment Death Benefit Rider
for the American Express (R) Signature One Variable Annuity (form
240182), filed electronically as Exhibit 4.11 to Registrant's
Post-Effective Amendment No. 6 to Registration Statement No. 333-86297
on form S-1, filed on or about May 1, 2000, is incorporated by
reference.
4.15 Form of 8% Performance Credit Rider for the American Express Signature
Variable Annuity(R) and the American Express(R) Signature One Variable
Annuity (form 240187), filed electronically as Exhibit 4.4 to
American Enterprise Variable Annuity Account's Post-Effective Amendment
No. 2 to Registration Statement No. 333-85567 on form N-4, filed on or
about Dec. 30, 1999, is incorporated by reference.
4.16 Form of Performance Credit Rider for the American Express New
Solutions(SM) Variable Annuity and the American Express Innovations(SM)
Variable Annuity (form 240349), filed electronically as Exhibit 4.2 to
American Enterprise Variable Annuity Account's Pre-Effective Amendment
No. 1 to Registration Statement No. 333-92297 on Form N-4, filed on or
about Feb. 11, 2000, is incorporated by reference.
4.17 Form of Benefit Protector(SM) Death Benefit Rider for the Wells Fargo
Advantage(SM) Variable Annuity, the Wells Fargo Advantage(SM) Builder
Variable Annuity, the American Express New Solutions (SM) Variable
Annuity, the American Express(R) Galaxy Premier Variable Annuity, the
American Express Pinnacle Variable Annuity(SM), the American Express(R)
Signature One Variable Annuity, the American Express FlexChoice(SM)
Variable Annuity and the American Express Innovations(SM) Variable
Annuity contracts (form 271155), filed electronically as Exhibit 4.15 to
American Enterprise Variable Annuity Account's Post-Effective Amendment
No. 6 to Registration Statement No. 333-85567 on form N-4, filed on or
about March 1, 2001, is incorporated by reference.
4.18 Form of Benefit Protector(SM) Plus Death Benefit Rider for the Wells
Fargo Advantage(SM) Variable Annuity, the Wells Fargo Advantage(SM)
Builder Variable Annuity, the American Express New Solutions (SM)
Variable Annuity, the American Express(R) Galaxy Premier Variable
Annuity, the American Express Pinnacle Variable Annuity(SM), the
American Express(R) Signature One Variable Annuity, the American
Express FlexChoice(SM) Variable Annuity and the American Express
Innovations(SM) Variable Annuity contracts (form 271156), filed
electronically as Exhibit 4.16 to American Enterprise Variable Annuity
Account's Post-Effective Amendment No. 6 to Registration Statement No.
333-85567 on form N-4, filed on or about March 1, 2001, is
incorporated by reference.
4.19 Form of Maximum Anniversary Value Death Benefit Rider for the American
Express New Solutions (SM) Variable Annuity and the American Express
Innovations(SM) Variable Annuity (form 240346), filed electronically
as Exhibit 4.3 to American Enterprise Variable Annuity Account's
Pre-Effective Amendment No. 1 to Registration Statement No. 333-92297,
filed on or about February 11, 2000, is incorporated by reference.
4.20 Form of Roth IRA Endorsement for the Wells Fargo Advantage(SM)
Variable Annuity, the Wells Fargo Advantage(SM) Builder Variable
Annuity, the American Express Signature Variable Annuity(R), the
American Express(R) Signature One Variable Annuity, the American
Express New Solutions (SM) Variable Annuity, the American Express(R)
Galaxy Premier Variable Annuity, the American Express Pinnacle
Variable Annuity(SM), the American Express FlexChoice(SM) Variable
Annuity and the American Express Innovations(SM) Variable Annuity
contracts (form 43094), filed electronically as Exhibit 4.2 to
American Enterprise Variable Annuity Account's Pre-Effective Amendment
No. 1 to Registration Statement No. 333-74865 on form N-4, filed on or
about Aug. 4, 1999, incorporated by reference.
4.21 Form of SEP-IRA for the Wells Fargo Advantage(SM) Variable Annuity,
the Wells Fargo Advantage(SM) Builder Variable Annuity, the American
Express (R) Signature One Variable Annuity, the American Express(R)
Galaxy Premier Variable Annuity, and the American Express Pinnacle
Variable Annuity(SM) (form 43412), filed electronically as Exhibit 4.3
to American Enterprise Variable Annuity Account's Pre-Effective
Amendment No. 1 to Registration Statement No. 333-72777 on form N-4,
filed on or about July 8, 1999, is incorporated by reference.
4.22 Form of SEP-IRA for the American Express Signature Variable
Annuity(R), the American Express New Solutions(SM) Variable Annuity,
the American Express FlexChoice(SM) Variable Annuity and the American
Express Innovations(SM) Variable Annuity contracts (form 43433) filed
electronically as Exhibit 4.3 to American Enterprise Variable Annuity
Account's Pre-Effective Amendment No. 1 to Registration Statement No.
333-74865 on form N-4, filed on or about Aug. 4, 1999, is incorporated
by reference.
4.23 Form of Disability Waiver of Withdrawal Charges Rider for the Wells
Fargo Advantage(SM) Variable Annuity, the Wells Fargo Advantage(SM)
Builder Variable Annuity and the American Express FlexChoice(SM)
Variable Annuity contracts (form 44215), filed electronically as
Exhibit 4.5 to American Enterprise Variable Annuity Account's
Pre-Effective Amendment No. 1 to Registration Statement No. 333-85567
on form N-4, filed on or about Nov. 4, 1999, is incorporated by
reference.
4.24 Form of Unemployment Waiver of Withdrawal Charges Rider for the Wells
Fargo Advantage(SM) Variable Annuity and the Wells Fargo Advantage(SM)
Builder Variable Annuity (form 44216), to American Enterprise Variable
Annuity Account's Pre-Effective Amendment No. 1 to Registration Statement
No. 333-85567 on form N-4, filed on or about Nov. 4, 1999, is
incorporated by reference.
4.25 Form of TSA Endorsement for the Wells Fargo Advantage(SM) Variable
Annuity, the Wells Fargo Advantage(SM) Builder Variable Annuity, the
American Express Signature Variable Annuity(R), the American Express
FlexChoice(SM) Variable Annuity, the American Express(R) Galaxy
Premier Variable Annuity, the American Express Innovations(SM)
Variable Annuity, the American Express New Solutions(SM) Variable
Annuity, the American Express Pinnacle Variable Annuity (SM) and the
American Express(R) Signature One Variable Annuity contracts (form
43413), filed electronically as Exhibit 4.4 to American Enterprise
Variable Annuity Account's Pre-Effective Amendment No. 1 to
Registration Statement No. 333-72777 on form N-4, filed on or about
July 8, 1999, is incorporated by reference.
5. Opinion of Counsel and consent to its use as to the securities being
registered, filed electronically herewith.
8. Not applicable.
9. Not applicable.
10. Not applicable.
11. Not applicable.
12. Not applicable.
15. Not applicable.
16. Not applicable.
21. Not applicable.
22. Not applicable.
23. Consent of Independent Auditors, filed electronically herewith.
24.1 Power of Attorney to sign this Registration Statement, dated April 25,
2001, filed electronically herewith.
24.2 Power of Attorney to sign this Registration Statement, dated April 9,
2002, filed electronically herewith.
25. Not applicable.
26. Not applicable.
27. None.
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.
(iv) Registrant represents that it is relying upon the no-action
assurance given to the American Council of Life Insurance (pub.
Avail. Nov. 28, 1988). Further, Registrant represents that it has
complied with the provisions of paragraphs (1) - (4) of that
no-action letter.
(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) 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, American Enterprise
Life Insurance Company, on behalf of the Registrant, has duly caused this
Registration Statement to be signed on its behalf by the undersigned, duly
authorized in the City of Minneapolis, and State of Minnesota on the 26th day of
April, 2002.
American Enterprise MVA Account
(Registrant)
By American Enterprise Life Insurance Company
By /s/ Carol A. Holton*
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Carol A. Holton
President and Chief Executive Officer
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities indicated on the 26th day of
April, 2002.
Signature Title
/s/ Gumer C. Alvero* Director, Chairman of the Board and
- --------------------- Executive Vice President - Annuities
Gumer C. Alvero
/s/ Douglas K. Dunning** Director
- -------------------------
Douglas K. Dunning
/s/ Carol A. Holton* Director, President and Chief
- ---------------------- Executive Officer
Carol A. Holton
/s/ Paul S. Mannweiler* Director
- ------------------------
Paul S. Mannweiler
/s/ James M. Odland** Vice President, General Counsel and
- ---------------------- Secretary
James M. Odland
/s/ Teresa J. Rasmussen* Director
- -------------------------
Teresa J. Rasmussen
/s/ Philip C. Wentzel* Vice President and Controller
- -----------------------
Philip C. Wentzel
/s/ David L. Yowan* Vice President and Treasurer
- ---------------------
David L. Yowan
* Signed pursuant to Powers of Attorney, dated April 25, 2001, filed
electronically herewith as Exhibit 24.1 to this Post-Effective Amendment.
** Signed pursuant to Powers of Attorney, dated April 9 2002, filed
electronically herewith as Exhibit 24.2 to this Post-Effective Amendment.
By:/s/ James M. Odland
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James M. Odland