UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2 to Registration Statement No. 333-114888
Form S-2
Under
The Securities Act of 1933
IDS Life Insurance Company
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Minnesota
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
41-0823832
- --------------------------------------------------------------------------------
(I.R.S. Employer Identification No.)
70100 AXP Financial Center, Minneapolis, MN 55474
(800) 862-7919
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
Name, address, including zip code, and telephone number,
including area code, of agent for service)
It is proposed that this filing become effective on October 29, 2004.
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 Exchange Act of 1934, the prospectus
contained herein also relates to and constitutes a post-effective amendment to
Securities Act Registration Statement No. 333-79311.
The prospectus filed electronically herewith is not intended to supersede the
prospectus for the American Express Guaranteed Term Annuity filed with the
Initial Registration Statement No. 33-48701, filed on or about April 27, 2004.
Calculation of Registration Fee
- ----------------------- --------------------- -------------------- --------------------- --------------------
Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount of
of Securities to be Registered Offering Price Per Aggregate Offering Registration Fee
Registered Unit Price*
- ----------------------- --------------------- -------------------- --------------------- --------------------
Interests in N/A
market value adjusted
annuity contracts and
accounts of American
Express Retirement
Advisor Advantage
Plus Variable Annuity
American Express
Retirement Advisor
Select Plus Variable
Annuity.
* The proposed aggregate offering price is estimated solely for determining
the registration fee. The amount being registered and the proposed maximum
offering price per unit are not applicable since these securities are not
issued in predetermined amounts or units.
** The difference between the $300,000,000 of securities registered on
Securities Act Registration Statement No. 33-28976 (for which a
registration fee of $60,000 was paid) and the dollar amount of securities
sold thereunder is carried forward on this Registration Statement pursuant
to Rule 429 of the Securities Act.
PART I.
INFORMATION REQUIRED IN PROSPECTUS
The prospectus for American Express Retirement Advisor Advantage
Plus(SM)/American Express Retirement Advisor Select Plus(SM) Variable Annuity is
incorporated by reference from Part A of Post-Effective Amendment No. 29 to
Registration Statement No. 333-79311, filed on or about October 21, 2004.
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 IDS Life
Account MGA of IDS Life Insurance Company 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
The amended and restated By-Laws of the depositor provide that the depositor
will indemnify, to the fullest extent now or hereafter provided for or permitted
by law, each person involved in, or made or threatened to be made a party to,
any action, suit, claim or proceeding, whether civil or criminal, including any
investigative, administrative, legislative, or other proceeding, and including
any action by or in the right of the depositor or any other corporation, or any
partnership, joint venture, trust, employee benefit plan, or other enterprise
(any such entity, other than the depositor, being hereinafter referred to as an
"Enterprise"), and including appeals therein (any such action or process being
hereinafter referred to as a "Proceeding"), by reason of the fact that such
person, such person's testator or intestate (i) is or was a director or officer
of the depositor, or (ii) is or was serving, at the request of the depositor, as
a director, officer, or in any other capacity, or any other Enterprise, against
any and all judgments, amounts paid in settlement, and expenses, including
attorney's fees, actually and reasonably incurred as a result of or in
connection with any Proceeding, except as provided below.
No indemnification will be made to or on behalf of any such person if a judgment
or other final adjudication adverse to such person establishes that such
person's acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that such person personally gained in fact a financial profit or other
advantage to which such person was not legally entitled. In addition, no
indemnification will be made with respect to any Proceeding initiated by any
such person against the depositor, or a director or officer of the depositor,
other than to enforce the terms of this indemnification provision, unless such
Proceeding was authorized by the Board of Directors of the depositor. Further,
no indemnification will be made with respect to any settlement or compromise of
any Proceeding unless and until the depositor has consented to such settlement
or compromise.
The depositor may, from time to time, with the approval of the Board of
Directors, and to the extent authorized, grant rights to indemnification, and to
the advancement of expenses, to any employee or agent of the depositor or to any
person serving at the request of the depositor as a director or officer, or in
any other capacity, of any other Enterprise, to the fullest extent of the
provisions with respect to the indemnification and advancement of expenses of
directors and officers of the depositor.
Insofar as indemnification for liability arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the depositor or 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 filed electronically as Exhibit 3.1 to Post-Effective
Amendment No. 5 to Registration Statement No. 33-28976 is
incorporated herein by reference.
3.2 Copy of the Amended and Restated By-laws of IDS Life Insurance
Company filed electronically as Exhibit 3.2 to Post-Effective
Amendment No. 17 to Registration Statement No. 33-28976 is
incorporated herein by reference.
3.3 Copy of Resolution of the Board of Directors of IDS Life
Insurance Company, dated May 5, 1989, establishing IDS Life
Account MGA filed electronically as Exhibit 3.3 to
Post-Effective Amendment No. 5 to Registration Statement No.
33-28976 is incorporated herein by reference.
4.1 Copy of Non-tax qualified Group Annuity Contract, Form 30363C,
filed electronically as Exhibit 4.1 to Post-Effective
Amendment No. 5 to Registration Statement No. 33-28976 is
incorporated herein by reference.
4.2 Copy of Non-tax qualified Group Annuity Certificate, Form
30360C, filed electronically as Exhibit 4.2 to Post-Effective
Amendment No. 5 to Registration Statement No. 33-28976 is
incorporated herein by reference.
4.3 Copy of Endorsement No. 30340C-GP to the Group Annuity
Contract filed electronically as Exhibit 4.3 to Post-Effective
Amendment No. 5 to Registration Statement No. 33-28976 is
incorporated herein by reference.
4.4 Copy of Endorsement No. 30340C to the Group Annuity
Certificate filed electronically as Exhibit 4.4 to
Post-Effective Amendment No. 5 to Registration Statement No.
33-28976 is incorporated herein by reference.
4.5 Copy of Tax qualified Group Annuity Contract, Form 30369C,
filed electronically as Exhibit 4.5 to Post-Effective
Amendment No. 10 to Registration Statement No. 33-28976 is
incorporated herein by reference.
4.6 Copy of Tax qualified Group Annuity Certificate, Form 30368C,
filed electronically as Exhibit 4.6 to Post-Effective
Amendment No. 10 to Registration Statement No. 33-28976 is
incorporated herein by reference.
4.7 Copy of Group IRA Annuity Contract, Form 30372C, filed
electronically as Exhibit 4.7 to Post-Effective Amendment No.
10 to Registration Statement No. 33-28976 is incorporated
herein by reference.
4.8 Copy of Group IRA Annuity Certificate, Form 30371C, filed
electronically as Exhibit 4.8 to Post-Effective Amendment No.
10 to Registration Statement No. 33-28976 is incorporated
herein by reference.
4.9 Copy of Non-tax qualified Individual Annuity Contract, Form
30365D, filed electronically as Exhibit 4.9 to Post-Effective
Amendment No. 10 to Registration Statement No. 33-28976 is
incorporated herein by reference.
4.10 Copy of Endorsement No. 30379 to the Individual Annuity
Contract, filed electronically as Exhibit 4.10 to
Post-Effective Amendment No. 10 to Registration Statement No.
33-28976 is incorporated herein by reference.
4.11 Copy of Tax qualified Individual Annuity Contract, Form
30370C, filed electronically as Exhibit 4.11 to Post-Effective
Amendment No. 10 to Registration Statement No. 33-28976 is
incorporated herein by reference.
4.12 Copy of Individual IRA Annuity Contract, Form 30373C, filed
electronically as Exhibit 4.12 to Post-Effective Amendment No.
10 to Registration Statement No. 33-28976 is incorporated
herein by reference.
4.13 Copy of Endorsement No. 33007 filed electronically as Exhibit
4.13 to Post-Effective Amendment No. 12 to Registration
Statement No. 33-28976 is incorporated herein by reference.
4.14 Form of Traditional IRA or SEP-IRA Annuity Endorsement
(form 131061) filed electronically as Exhibit 4.14 to
Post-Effective Amendment No. 17 to Registration Statement
No. 33-28976 is incorporated herein by reference.
4.15 Form of Roth IRA Annuity Endorsement (form 131062) filed
electronically as Exhibit 4.15 to Post-Effective Amendment
No. 17 to Registration Statement No. 33-28976 is incorporated
herein by reference.
4.16 Form of Deferred Annuity Contract for Retirement Advisor
Advantage Plus (form 1043A) filed electronically as Exhibit
4.15 to IDS Life Variable Account 10 Post-Effective
Amendment No. 21 to Registration Statement No. 333-79311,
filed on or about Jan. 23, 2004, is incorporated by
reference.
4.17 Form of Deferred Annuity Contract for Retirement Advisor
Select Plus (form 131041A) filed electronically as Exhibit
4.16 to IDS Life Variable Account 10 Post-Effective
Amendment No. 21 to Registration Statement No. 333-79311,
filed on or about Jan. 23, 2004, is incorporated by
reference.
4.18 Form of Guarantee Period Accounts Rider filed electronically
as Exhibit 4.24 to IDS Life Variable Account 10
Post-Effective Amendment No. 25 to Registration Statement
No. 333-79311, filed on or about June 2, 2004, is
incorporated by reference.
5. Opinion of Counsel regarding legality of Contracts is filed
electronically herewith.
6.-20. Not applicable.
21. Copy of List of Subsidiaries filed electronically as Exhibit
22 to Post-Effective Amendment No. 8 to Registration Statement
No. 33-28976 is incorporated herein by reference.
22. Not applicable.
23. Consent of Independent Auditors is filed electronically
herewith.
24.1 Power of Attorney, dated April 15, 2004, filed electronically
as Exhibit 24 to Initial Registration Statement No. 33-48701
is incorporated herein by reference.
24.2 Power of Attorney, dated July 7, 2004, filed electronically
as Exhibit 24.2 to Post-Effective Amendment No. 1 to
Registration Statement No. 333-114888 is incorporated herein
by reference.
25.-27. Not applicable.
Item 17. Undertakings
A. The Registrant 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 to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time may 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.
B. The 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, the Registrant represents that it has complied
with the provisions of paragraphs (1) - (4) of the no-action letter.
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 21st
day of October, 2004.
IDS Life Insurance Company
--------------------------
(Registrant)
By /s/ Timothy V. Bechtold*
------------------------------------
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 21st day of October, 2004.
Signature Title
/s/ Gumer C. Alvero* Director and Executive Vice
- ------------------------------------ President - Annuities
Gumer C. Alvero
/s/ Timothy V. Bechtold* Director and President
- ------------------------------------
Timothy V. Bechtold
/s/ Arthur H. Berman* Director and Vice President -
- ------------------------------------ Finance
Arthur H. Berman (Principal Financial Officer)
/s/ Roger Natarajan* Director
- ------------------------------------
Roger Natarajan
/s/ Mark E. Schwarzmann* Chairman of the Board of Directors
- ------------------------------------ and Chief Executive Officer
Mark E. Schwarzmann (Chief Executive Officer)
/s/ David K. Stewart** Vice President and Controller
- ------------------------------------ (Principal Accounting Officer)
David K. Stewart
* Signed pursuant to Power of Attorney dated April 15, 2004 filed
electronically as Exhibit 24 to Registrant's Post-Effective Amendment No. 18,
by:
** Signed pursuant to Power of Attorney dated July 7, 2004 filed electronically
as Exhibit 24.2 to Registrant's Post-Effective Amendment No. 1, by:
/s/ Mary Ellyn Minenko
- ----------------------
Mary Ellyn Minenko