SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-1
POST-EFFECTIVE AMENDMENT NUMBER 35 TO
REGISTRATION STATEMENT NUMBER 2-76193
Ameriprise Installment Certificate
UNDER
THE SECURITIES ACT OF 1933
AMERIPRISE CERTIFICATE COMPANY
(Exact name of registrant as specified in charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
6725
(Primary Standard Industrial Classification Code Number)
41-6009975
(I.R.S. Employer Identification No.)
70100 Ameriprise Financial Center, Minneapolis, MN 55474, (612) 671-3131
(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
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 35 TO
REGISTRATION STATEMENT NO. 2-76193
Cover Page
Ameriprise Installment Certificate Prospectus, part of the combined Prospectus,
filed in Post-Effective Amendment No. 37 to Registration Statement No. 2-95577
for Ameriprise Flexible Savings Certificate on or about April 18, 2008 is
incorporated by reference.
Part II Information
Signatures
Exhibits
The combined Prospectus containing information for Ameriprise Installment
Certificate filed in Post-Effective Amendment No. 37 to Registration Statement
No. 2-95577 for Ameriprise Flexible Savings Certificate on or about April 18,
2008, 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
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 $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 Distribution Agreement, dated Dec. 31, 2006, between ACC and Ameriprise
Financial Services, Inc. filed electronically on or about Feb. 26, 2007
as Exhibit 1 to Post-Effective Amendment No. 35 to Registration
Statement No. 2-95577 for Ameriprise Flexible Savings Certificate is
incorporated 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.
3(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) Investment Advisory and Services Agreement, dated Dec. 31, 2006,
between ACC and RiverSource Investments, LLC, filed electronically on
or about Feb. 26, 2007 as Exhibit 10(a) to Post-Effective Amendment No.
35 to Registration Statement No. 2-95577 for Ameriprise Flexible
Savings Certificate is incorporated by reference.
10(b) 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.
10(c) Depositary and Custodial Agreement, dated Dec. 31, 2006, between ACC
and Ameriprise Trust Company, filed electronically on or about Feb. 26,
2007 as Exhibit 10(c) to Post-Effective Amendment No. 35 to
Registration Statement No. 2-95577 for Ameriprise Flexible Savings
Certificate is incorporated by reference.
10(d) 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.
10(e) Transfer Agent Agreement, dated Dec. 31, 2006 between ACC and
RiverSource Service Corporation filed electronically on or about Feb.
26, 2007 as Exhibit 10(e) to Post-Effective
Amendment No. 35 to Registration Statement No. 2-95577 for Ameriprise
Flexible Savings Certificate 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.
14(b) Codes of Ethics under rule 17j-1 for ACC's investment advisor and
principal underwriter, dated April 2006 and Jan. 2007, filed
electronically on or about Feb. 26, 2007 as Exhibit 14(b) to
Post-Effective Amendment No. 35 to Registration Statement No. 2-95577
for Ameriprise Flexible Savings Certificate 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. 18, 2008, is filed
electronically herewith as Exhibit 24(a) to Registrant's Post-Effective
Amendment No. 35 to Registration Statement No. 2-76193.
24(b) Director's Power of Attorney, dated Feb. 18, 2008, is filed
electronically herewith as Exhibit 24(b) to Registrant's Post-Effective
Amendment No. 35 to Registration Statement No. 2-76193.
24(c) Officers' Power of Attorney, dated Feb. 18, 2008, is filed
electronically herewith as Exhibit 24(c) to Registrant's Post-Effective
Amendment No. 35 to Registration Statement No. 2-76193.
25 through 27 None.
(b) The financial schedules for Ameriprise Certificate Company filed
electronically on Feb. 29, 2008 with Ameriprise Certificate Company's
2007 annual report filed 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., 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 18, 2008.
AMERIPRISE CERTIFICATE COMPANY
By: /s/ William F. Truscott
---------------------------------
William F. Truscott
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
18, 2008.
Signature Capacity
- ------------------------------------- ----------------------------------------
/s/ William F. Truscott President and Director
- ------------------------------------- (Principal Executive Officer)
William F. Truscott
/s/ Brian J. McGrane Vice President and Chief Financial
- ------------------------------------- Officer
Brian J. McGrane (Principal Financial Officer)
/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. 18, 2008, filed
electronically herewith as Exhibit 24(a), by:
By: /s/ Scott R. Plummer
---------------------------------
Scott R. Plummer
EXHIBIT INDEX
23 Consent of Independent Registered Public Accounting Firm.
24(a) Directors' Power of Attorney, dated Feb. 18, 2008.
24(b) Director's Power of Attorney, dated Feb. 18, 2008.
24(c) Officers' Power of Attorney, dated Feb. 18, 2008.