SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-1
POST-EFFECTIVE AMENDMENT NUMBER 32 TO
REGISTRATION STATEMENT NUMBER 2-76193
American Express Installment Certificate
UNDER
THE SECURITIES ACT OF 1933
AMERICAN EXPRESS CERTIFICATE COMPANY
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(Exact name of registrant as specified in charter)
DELAWARE
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(State or other jurisdiction of incorporation or organization)
6725
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(Primary Standard Industrial Classification Code Number)
41-6009975
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(I.R.S. Employer Identification No.)
70100 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)
H. Bernt von Ohlen - 50605 AXP Financial Center,
Minneapolis, MN 55474, (612) 671-7981
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 32 TO
REGISTRATION STATEMENT NO. 2-76193
Cover Page
American Express Installment Certificate Prospectus, part of the combined
prospectus filed in Post-Effective Amendment No. 33 to Registration Statement
No. 2-95577, is incorporated by reference.
Part II Information
Signatures
Exhibits
The combined Prospectus containing information for American Express Installment
Certificate filed in Post-Effective Amendment No. 33 to Registration Statement
No. 2-95577, is incorporated by reference.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item
Number
Item 13. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution
of the securities being registered are to be borne by the
registrant.
Item 14. Indemnification of Directors and Officers.
The By-Laws of IDS Certificate Company provide that it 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 was or is a
director, officer, employee or agent of the company, or is or
was serving at the direction of the company, or any
predecessor 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 Delaware,
as now existing or hereafter amended.
The By-Laws further provide that indemnification questions
applicable to a corporation which has been merged into the
company relating to causes of action arising prior to the date
of such merger shall be governed exclusively by the applicable
laws of the state of incorporation and by the by-laws of such
merged corporation then in effect. See also Item 17.
Item 15. Recent Sales of Unregistered Securities.
(a) Securities Sold
2002 American Express Special Deposits 9,792,888.00
2003 American Express Special Deposits 13,341,309.00
2004 American Express Special Deposits 8,423,210.00
(b) Underwriters and other purchasers
American Express Special Deposits are marketed by American Express Bank Ltd.
(AEB), an affiliate of American Express Certificate Company, to private banking
clients of AEB in the United Kingdom.
(c) Consideration
All American Express Special Deposits were sold for cash. The aggregate offering
price was the same as the amount sold in the table above. Aggregate marketing
fees to AEB were $446,326.20 in 2002, $263,897.87 in 2003 and $226,417.33 in
2004.
(d) Exemption from registration claimed
American Express Special Deposits are marketed, pursuant to the exemption in
Regulation S under the Securities Act of 1933, by AEB in the United Kingdom to
persons who are not U.S. persons, as defined in Regulation S.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
1. (a) Distribution Agreement dated November 18, 1988, between
Registrant and IDS Financial Services Inc., filed
electronically as Exhibit 1(a) to the Registration Statement
No. 33-26844, for the American Express International
Investment Certificate (now called, the IDS Investors
Certificate) is incorporated herein by reference.
2. Not Applicable.
3. (a) Certificate of Incorporation, dated December 31, 1977, filed
electronically as Exhibit 3(a) to Post-Effective Amendment
No. 10 to Registration Statement No. 2-89507, is
incorporated herein by reference.
(b) Certificate of Amendment, dated April 2, 1984 filed
electronically as Exhibit 3(b) to Post-Effective Amendment
No. 10 to Registration Statement No. 2-89507, is
incorporated herein by reference.
(c) Certificate of Amendment, dated September 12, 1995, filed
electronically as Exhibit 3(c) to Post-Effective Amendment
No. 44 to Registration Statement No. 2-55252, is
incorporated herein by reference.
(d) Certificate of Amendment, dated April 30, 1999, filed
electronically as Exhibit 3(a) to Registrant's March 31,
1999 Quarterly Report on Form 10-Q is incorporated herein by
reference.
(e) Certificate of Amendment, dated January 28, 2000, filed
electronically as Exhibit 3(e) to Post-Effective Amendment
No. 47 to Registration Statement No. 2-55252 is incorporated
herein by reference.
(f) Current By-Laws, filed electronically as Exhibit 3(e) to
Post-Effective Amendment No. 19 to Registration Statement
No. 33-26844, are incorporated herein by reference.
4. Not Applicable.
5. An opinion and consent of counsel as to the legality of the
securities being registered, filed electronically as Exhibit
16(a)5 to Post-Effective Amendment No. 24 to Registration
Statement No. 2-95577 is incorporated by reference.
6. through 9. -- None.
10. (a) Investment Advisory and Services Agreement between
Registrant and American Express Financial Corporation dated
March 6, 2002, filed electronically as Exhibit 10(a) to
Post-Effective Amendment No. 51 to Registration Statement
No. 2-55252, is incorporated by reference.
(b) Depositary and Custodial Agreement dated June 23, 2004,
between American Express Certificate Company and American
Express Trust Company, filed electronically on or about
February 18, 2005 as Exhibit 10(b) to Post-Effective Amendment
No. 32 to Registration Statement No. 2-95577 is incorporated
by reference.
(c) Foreign Deposit Agreement dated November 21, 1990, between
IDS Certificate Company and IDS Bank & Trust, filed
electronically as Exhibit 10(h) to Post-Effective Amendment
No. 5 to Registration Statement No. 33-26844, is
incorporated herein by reference.
(d) Selling Agent Agreement dated June 1, 1990, between American
Express Bank International and IDS Financial Services Inc.
for the American Express Investors and American Express
Stock Market Certificates, filed electronically as Exhibit
1(c) to the Post-Effective Amendment No. 5 to Registration
Statement No. 33-26844, is incorporated herein by reference.
(e) Amendment to the Selling Agent Agreement dated December 12,
1994, between IDS Financial Services Inc. and American
Express Bank International, filed electronically as Exhibit
1(d) to Post-Effective Amendment No. 13 to Registration
Statement No. 2-95577, is incorporated herein by reference.
(f) Second amendment to Selling Agent Agreement between American
Express Financial Advisors Inc. and American Express Bank
International dated as of May 2, 1995, filed electronically
as Exhibit (1) to Registrant's June 30, 1995, Quarterly
Report on Form 10-Q, is incorporated herein by reference.
(g) Marketing Agreement dated October 10, 1991, between
Registrant and American Express Bank Ltd., filed
electronically as Exhibit 1(d) to Post-Effective Amendment
No. 31 to Registration Statement 2-55252, is incorporated
herein by reference.
(h) Letter amendment dated January 9, 1997 to the Marketing
Agreement dated October 10, 1991, between Registrant and
American Express Bank Ltd. filed electronically as Exhibit
10(j) to Post-Effective Amendment No. 40 to Registration
Statement No. 2-55252, is incorporated herein by reference.
(i) Letter amendment dated April 7, 1997 to the Selling Agent
Agreement dated June 1, 1990 between American Express
Financial Advisors Inc. and American Express Bank
International, filed electronically as Exhibit 10 (j) to
Post-Effective Amendment No. 14 to Registration Statement
33-26844, is incorporated herein by reference.
(j) Letter Agreement dated July 28, 1999 amending the Selling
Agent Agreement dated June 1, 1990, or a schedule thereto,
as amended, between American Express Financial Advisors Inc.
(formerly IDS Financial Services Inc.) and American Express
Bank International, filed electronically to IDS
Certificate Company's June 30, 1999 Quarterly Report on Form
10-Q, is incorporated herein by reference.
(k) Letter Agreement dated July 28, 1999, amending the Marketing
Agreement dated October 10, 1991, or a schedule thereto, as
amended, between IDS Certificate Company and American
Express Bank Ltd., filed electronically to IDS Certificate
Company's June 30, 1999 Quarterly Report on Form 10-Q,
is incorporated herein by reference.
(l) Selling Agent Agreement, dated March 10, 1999 between
American Express Financial Advisors Inc. and Securities
America, Inc., filed electronically as Exhibit 10 (l) to
Post-Effective Amendment No. 18 to Registration Statement
33-26844, is incorporated herein by reference.
(m) Letter Agreement, dated April 10, 2000, amending the Selling
Agent Agreement, dated March 10, 1999, between American
Express Financial Advisors Inc. and Securities America,
Inc., filed electronically as Exhibit 10(o) to
Post-Effective Amendment No. 20 to Registration Statement
33-26844, is incorporated herein by reference.
(n) Selling Dealer Agreement dated July 31, 2000 between American
Express Financial Advisors Inc., and Securities America Inc.
filed electronically on or about February 18, 2005 as Exhibit
10(n) to Post-Effective Amendment No. 32 to Registration
Statement No. 2-95577 is incorporated by reference.
(o)(1) Code of Ethics under rule 17j-1 for Registrant, filed
electronically as Exhibit 10(p)(1) to Pre-Effective
Amendment No. 1 to Registration Statement No. 333-34982, is
incorporated herein by reference.
(o)(2) Code of Ethics under rule 17j-1 for Registrant's investment
advisor and principal underwriter, filed electronically on
or about February 18, 2005 as Exhibit 10(o)(2) to
Post-Effective Amendment No. 32 to Registration Statement
No. 2-95577 is incorporated by reference.
(p) Letter of Representations, dated August 22, 2000, on behalf of
American Express Certificate Company and American Express
Client Service Corporation filed electronically as Exhibit
10(r) to Post-Effective Amendment No. 49 to Registration
Statement No. 2-55252, is incorporated herein by reference.
(q) Transfer Agency Agreement, dated December 2, 2004, between
American Express Certificate Company and American Express
Client Service Corporation filed electronically on or about
February 18, 2005 as Exhibit 10(q) to Post-Effective Amendment
No. 32 to Registration Statement No. 2-95577 is incorporated
by reference.
11. through 22. -- None.
23. Consent of Independent Registered Public Accounting Firm is
filed electronically herewith.
24. (a) Directors' Power of Attorney, dated Feb. 22, 2005, filed
electronically on or about April 22, 2005 as Exhibit 24(a)
to Post-Effective Amendment No. 33 to Registration Statement
No. 2-95577 is incorporated by reference.
(b) Officers' Power of Attorney, dated Feb. 22, 2005, filed
electronically on or about April 22, 2005 as Exhibit 24(b)
to Post-Effective Amendment No. 33 to Registration Statement
No. 2-95577 is incorporated by reference.
(c) Director's and Officer's Power of Attorney, dated Feb. 22,
2005, filed electronically on or about April 22, 2005 as
Exhibit 24(c) to Post-Effective Amendment No. 33 to
Registration Statement No. 2-95577 is incorporated by
reference.
25. through 27. -- None.
(b) The financial statement schedules for American Express Certificate
Company filed electronically on or about April 22, 2005 as Exhibit
16(b) to Post-Effective Amendment No. 33 to Registration Statement No.
2-95577 for American Express Flexible Savings Certificate are
incorporated by reference.
Item 17. Undertakings.
Without limiting or restricting any liability on the part of the
other, American Express Financial Advisors Inc. (formerly, IDS
Financial Services Inc.), as underwriter, will assume any
actionable civil liability which may arise under the Federal
Securities Act of 1933, the Federal Securities Exchange Act of
1934 or the Federal Investment Company Act of 1940, in addition
to any such liability arising at law or in equity, out of any
untrue statement of a material fact made by its agents in the due
course of their business in selling or offering for sale, or
soliciting applications for, securities issued by the Company or
any omission on the part of its agents to state a material fact
necessary in order to make the statements so made, in the light
of the circumstances in which they were made, not misleading (no
such untrue statements or omissions, however, being admitted or
contemplated), but such liability shall be subject to the
conditions and limitations described in said Acts. American
Express Financial Advisors Inc. will also assume any liability of
the Company for any amount or amounts which the Company legally
may be compelled to pay to any purchaser under said Acts because
of any untrue statements of a material fact, or any omission to
state a material fact, on the part of the agents of American
Express Financial Advisors Inc. to the extent of any actual loss
to, or expense of, the Company in connection therewith. The
By-Laws of the Registrant contain a provision relating to
Indemnification of Officers and Directors as permitted by
applicable law.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on
April 22, 2005.
AMERICAN EXPRESS CERTIFICATE COMPANY
By: /s/ Paula R. Meyer
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Paula R. Meyer, President
Pursuant to the requirements of the Securities Act of 1933, this amendment has
been signed below by the following persons in the capacities indicated on
April 22, 2005.
Signature Capacity
/s/ Paula R. Meyer President and Director
- ---------------------- (Principal Executive Officer)
Paula R. Meyer
/s/ Brian J. McGrane Vice President and Chief Financial Officer
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Brian J. McGrane
/s/ David K. Stewart Vice President, Controller and
- ---------------------- Chief Accounting Officer
David K. Stewart (Principal Accounting Officer)
/s/ Rodney P. Burwell* Director
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Rodney P. Burwell
/s/ Jean B. Keffeler* Director
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Jean B. Keffeler
/s/ Thomas R. McBurney* Chairman and Director
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Thomas R. McBurney
/s/ Karen M. Bohn* Director
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Karen M. Bohn
* Signed pursuant to Directors' Power of Attorney dated Feb. 22, 2005, filed
electronically on or about April 22, 2005 as Exhibit 24(a) to American
Express Flexible Savings Certificate Post-Effective Amendment No. 33 to
Registration Statement No. 2-95577, by:
/s/ Paula R. Meyer
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Paula R. Meyer