SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-1
POST-EFFECTIVE AMENDMENT NUMBER 33 TO
REGISTRATION STATEMENT NUMBER 33-22503
Ameriprise Stock Market Certificate
(Formerly American Express Stock Market Certificate)
UNDER
THE SECURITIES ACT OF 1933
AMERIPRISE 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 Ameriprise 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)
Scott R. Plummer - 5228 Ameriprise Financial Center,
Minneapolis, MN 55474, (612) 671-1947
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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. 33-22503
Cover Page
Ameriprise Stock Market Certificate Prospectus, part of the combined
Prospectus filed in Post-Effective Amendment No. 34 to Registration Statement
No. 2-95577, is incorporated by reference.
Part II Information
Signatures
Exhibits
The combined prospectus containing information for Ameriprise Stock Market
Certificate filed in Post-Effective Amendment No. 34 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 Ameriprise 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
2003 American Express Special Deposits 13,341,309.00
2004 American Express Special Deposits 8,423,210.00
2005 American Express Special Deposits 17,444,790.00
(b) Underwriters and other purchasers
American Express Special Deposits were marketed by American Express Bank Ltd.
(AEB) to private banking clients of AEB in the United Kingdom. Effective Oct.
1, 2005, Ameriprise Certificate Company is no longer offering American Express
Special Deposits.
(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 $263,897.87 in 2003, $226,417.33 in 2004 and
$159,332.38 in 2005.
(d) Exemption from registration claimed
American Express Special Deposits were 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) Amended and Restated Certificate of Incorporation of
American Express Certificate Company, dated Aug. 1, 2005,
filed electronically on or about March 10, 2006 as Exhibit
3(a) to Ameriprise Certificate Company's 2005 annual report
on Form 10-K is incorporated by reference.
(b) 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) Amended Investment Advisory and Services Agreement between
Ameriprise Certificate Company and Ameriprise Financial,
Inc., dated Aug. 16, 2005, filed electronically on or about
Nov. 14, 2005 as Exhibit 10(s) to Ameriprise Certificate
Company's Form 10-Q is incorporated by reference.
(b) Investment Management Services Transfer Agreement between
Ameriprise Financial, Inc. and RiverSource Investments, LLC,
dated Sept. 29, 2005, filed electronically on or about Nov.
14, 2005 as Exhibit 10(t) to Ameriprise Certificate Company
Form 10-Q is incorporated by reference.
(c) Administration and Services Agreement, dated Oct. 1, 2005,
between RiverSource Investments, LLC and Ameriprise
Financial, Inc. filed electronically on or about March 10,
2006 as Exhibit 10(s) to Ameriprise Certificate Company's
2005 annual report on Form 10-K is incorporated by
reference.
(d) 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.
(e) 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.
(f) 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.
(g) 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.
(h) 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.
(i) 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.
(j) 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.
(k) 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.
(l) 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.
(m) 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.
(n) Amendment to Marketing Agreement, dated Oct. 1, 2005,
between Ameriprise Certificate Company and American Express
Bank Ltd. filed electronically on or about March 10, 2006 as
Exhibit 10(t) to Ameriprise Certificate Company's 2005
annual report on Form 10-K is incorporated by reference.
(o) Fifth Amendment to Selling Agent Agreement, dated Oct. 1,
2005, between Ameriprise Financial Services, Inc. and
American Express Bank International filed electronically on
or about March 10, 2006 as Exhibit 10(u) to Ameriprise
Certificate Company's 2005 annual report on Form 10-K is
incorporated by reference.
(p) 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 13. -- None
14. (a) Code of Ethics under rule 17j-1 for Ameriprise Certificate
Company, filed electronically as Exhibit 10 (p) (1) to
Pre-Effective Amendment No. 1 to Registration Statement No.
333-34982, is incorporated herein by reference.
(b) Code of Ethics under rule 17j-1 for Ameriprise Certificate
Company's investment advisor and principal underwriter,
dated Oct. 26, 2005, filed electronically on or about March
10, 2006 as Exhibit 10(p)(2) to Ameriprise Certificate
Company's 2005 annual report on Form 10-K is incorporated by
reference.
15. through 22. -- None
23. Consent of Independent Registered Public Accounting Firm is
filed electronically herewith.
24. (a) Directors' Power of Attorney, dated Feb. 9, 2006, filed
electronically on or about March 10, 2006 as Exhibit 24(a)
to Ameriprise Certificate Company's 2005 annual report on
Form 10-K is incorporated by reference.
(b) Director's and Officer's Power of Attorney, dated Feb. 9,
2006, filed electronically on or about March 10, 2006 as
Exhibit 24(b) to Ameriprise Certificate Company's 2005
annual report on Form 10-K, is incorporated by reference.
(c) Officers' Power of Attorney, dated Feb. 9, 2006, filed
electronically on or about March 10, 2006 as Exhibit 24(c)
to Ameriprise Certificate Company's 2005 annual report on
Form 10-K, is incorporated by reference.
25. through 27. -- None.
(b) The financial schedules for Ameriprise Certificate Company filed
electronically on or about March 10, 2006 with Ameriprise Certificate
Company's 2005 annual report on Form 10-K are incorporated by
reference.
Item 17. Undertakings.
Without limiting or restricting any liability on the part of
the other, Ameriprise Financial Services, Inc. (formerly,
American Express Financial Advisors 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. Ameriprise Financial
Services, 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
Ameriprise Financial Services, 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 21, 2006.
AMERIPRISE 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 21, 2006.
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
---------------------- (Principal Financial Officer)
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
-----------------------
Rodney P. Burwell
/s/ Jean B. Keffeler* Director
----------------------
Jean B. Keffeler
/s/ Thomas R. McBurney* Chairman and Director
------------------------
Thomas R. McBurney
/s/ Karen M. Bohn* Director
-------------------
Karen M. Bohn
* Signed pursuant to Directors' Power of Attorney, dated Feb. 9, 2006,
filed electronically on or about March 10, 2006 as Exhibit 24(a) to
Ameriprise Certificate Company's 2005 annual report on Form 10-K, by:
/s/ Paula R. Meyer
----------------------
Paula R. Meyer