19511630003
ARTICLES OF MERGER
OF IDS LIFE INSURANCE COMPANY
AND
AMERICAN PARTNERS LIFE INSURANCE COMPANY
Pursuant to Minnesota Statutes Ann. Section 60A.16, and Arizona
Revised Statutes Section 20-731 and Section 10-1101 et seq., IDS Life
Insurance Company ("IDS Life"), a Minnesota corporation, and American Partners
Life Insurance Company ("APL"), an Arizona corporation, hereby execute the
following Articles of Merger.
ARTICLE I.
Attached as Exhibit 1 and incorporated herein by reference is the
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Agreement and Plan of Merger (the "Plan") of IDS Life and APL. The respective
Boards of Directors of IDS Life and AEL each adopted the Plan on February 14,
2006.
ARTICLE II.
The respective sole shareholder of each of IDS Life and APL adopted
the Plan on February 14, 2006, with Ameriprise Financial, Inc., being the sole
shareholder of IDS Life, casting 100,000 votes, the number of all of the
issued and outstanding shares of IDS Life, in support of the Plan and zero
votes against the Plan; and with IDS Life, being the sole shareholder of APL,
casting 25,000 votes, the number of all of the issued and outstanding shares
of APL, in support of the Plan and zero votes against the Plan.
ARTICLE III.
IDS Life, the surviving corporation under the Plan, maintains its
principal place of business at 227 AXP Financial Center, Minneapolis,
Minnesota 55474. The statutory agent of IDS Life is CT Corporation System, 401
Second Avenue South, Suite 454, Minneapolis, Minnesota 55401.
ARTICLE IV.
The Plan and performance of its terms are duly authorized by all
action required by the laws of the States of Minnesota (including, without
limitation, Minnesota Statutes Ann. Section 60A.16) and Arizona and by the
Articles of Incorporation of IDS Life and APL.
ARTICLE V.
Provided these Articles of Merger shall have been approved and filed
as required by applicable law, these Articles of Merger and the merger
described in the Plan shall become effective at 11:59 P.M., Central Time, on
the 31st day of December, 2006.
Dated as of this 17th day of March, 2006.
[Signature pages follow]
Page 2 of 4
[IDS Life Signature Page]
IDS LIFE INSURANCE COMPANY
By: /s/ Timothy V. Bechtold
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Timothy V. Bechtold, President
ATTEST:
/s/ Thomas R. Moore
- -------------------
Thomas R. Moore, Secretary
ACKNOWLEDGMENT
STATE OF MINNESOTA
COUNTY OF HENNEPIN
I, the undersigned, a Notary Public, within and for the county and
state aforesaid, do hereby certify that on this 17th day of March , 2006,
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personally appeared before me Timothy V. Bechtold and Thomas R. Moore, who,
being by me first duly sworn, declared that they are the President and
Secretary, respectively, of IDS Life Insurance Company, that they signed the
foregoing document as President and Secretary, respectively, of said Company,
and that the statements therein contained are true.
/s/ Lisa B. Larson
------------------
Notary Public
My Commission Expires:
Jan. 31, 2010
- -------------
--------------------------------------------
LISA B LARSON
[SEAL] Notary Public
Minnesota
My Commission Expires January 31, 2010
--------------------------------------------
Page 3 of 4
[APL Signature Page]
AMERICAN PARTNERS LIFE
INSURANCE COMPANY
By: /s/ Gumer C. Alvero
-------------------
Gumer C. Alvero, President
ATTEST:
/s/ Thomas R. Moore
- -------------------
Thomas R. Moore, Secretary
ACKNOWLEDGMENT
STATE OF MINNESOTA
COUNTY OF HENNEPIN
I, the undersigned, a Notary Public, within and for the county and
state aforesaid, do hereby certify that on this 17th day of March , 2006,
---- -----------
personally appeared before me Gumer C. Alvero and Thomas R. Moore, who,
being by me first duly sworn, declared that they are the President and
Secretary, respectively, of American Partners Life Insurance Company, that
they signed the foregoing document as President and Secretary, respectively,
of said Company, and that the statements therein contained are true.
/s/ Lisa B. Larson
------------------
Notary Public
My Commission Expires:
Jan. 31, 2010
- -------------
--------------------------------------------
LISA B LARSON
[SEAL] Notary Public
Minnesota
My Commission Expires January 31, 2010
--------------------------------------------
Page 4 of 4
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is entered into as of
the 17th day of March, 2006, by and between IDS Life Insurance Company, a
Minnesota life insurance corporation with its home office located at 227 AXP
Financial Center, Minneapolis, Minnesota 55474 (hereinafter sometimes referred
to as "IDS Life" or the "Surviving Corporation"), and American Partners Life
Insurance Company, an Arizona life insurance corporation with its home office
located at 3225 North Central Avenue, Phoenix, Arizona 85012 (hereinafter
sometimes referred to as "APL") (said life insurance corporations being
hereinafter sometimes collectively referred to as the "Constituent
Corporations").
RECITALS
A. IDS Life is a corporation duly organized, existing and in good standing
under the laws of the State of Minnesota, having been originally incorporated
on August 7, 1957, and has on the date hereof an authorized capital of 100,000
shares of common stock at $30.00 par value per share, of which 100,000 shares
are issued and outstanding, all of which shares are owned legally and
beneficially by Ameriprise Financial, Inc. (hereinafter referred to as
"Ameriprise").
B. APL is a corporation duly organized, existing and in good standing under
the laws of the State of Arizona, having been originally incorporated on
December 7, 1981, and has on the date hereof an authorized capital of 30,000
shares of common stock at $100.00 par value per share, of which 25,000 shares
are issued and outstanding, all of which shares are owned legally and
beneficially by IDS Life.
C. The Boards of Directors and the sole shareholders of the respective
Constituent Corporations deem it advisable and in the best interest of said
corporations that APL be merged into IDS Life as provided herein and have
approved this Agreement.
In consideration of the premises and the agreements herein contained,
the parties hereto, in accordance with the applicable provisions of the laws
of the States of Minnesota and Arizona, do hereby agree as follows:
1. Merger. APL shall be merged with and into IDS Life pursuant to the laws of
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the states of Minnesota and Arizona (the "Merger"). On and after the effective
date of the Merger:
a. IDS Life shall be the Surviving Corporation and shall continue to
exist as a domestic stock life insurance company under the laws of the State
of Minnesota. As the Surviving Corporation, IDS Life shall possess all the
rights, privileges and franchises of each of the Constituent Corporations so
merged, except that the Surviving Corporation shall not thereby acquire
authority to engage in any insurance business or exercise any right which an
insurance corporation may not be formed under the laws of the State of
Minnesota to engage in or exercise. All the property, real, personal, and
mixed of each of the Constituent Corporations, and all debts due on whatever
account to any of them, including without limitation subscriptions for shares,
premiums on existing policies, and all other choses in action belonging to
either of the Constituent Corporations, shall be taken and be deemed to be
transferred to and vested in the Surviving Corporation without further act or
deed. In particular, without limiting the foregoing, each Separate Account
duly established by each of the Constituent Corporations prior to the
effective date of the Merger shall, on and after the effective date of the
Merger, be a duly established Separate Account of the Surviving Corporation as
though it had been originally
Page 2 of 8
established by the Surviving Corporation. The Surviving Corporation shall be
responsible for all the liabilities and obligations of each of the Constituent
Corporations so merged in the same manner and to the same extent as if such
Surviving Corporation had itself incurred the same or contracted therefor; but
the rights of the creditors of any of the Constituent Corporations, or of any
persons dealing with such Constituent Corporations, shall not be impaired by
the Merger, and any claim existing or action or proceeding pending by or
against any of the Constituent Corporations may be prosecuted to judgment as
if the Merger had not taken place, or the Surviving Corporation may be
proceeded against or substituted in APL's place. No liens upon the property of
the Constituent Corporations so merged shall be impaired by the Merger, but
such liens shall be limited to the property upon which they were liens
immediately prior to the effective time of the Merger.
b. APL as a Constituent Corporation, pursuant to the Arizona
Insurance Code and the Minnesota Insurance Code, shall cease to exist, and its
property and obligations shall become the property and obligations of IDS Life
as the Surviving Corporation.
2. Name and State of Domicile of Surviving Corporation. Simultaneously with
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the effectiveness of the Merger, the Articles of Incorporation of the
Surviving Corporation shall be amended to change the name of the Surviving
Corporation to "RiverSource Life Insurance Company" and the state of domicile
shall remain the state of Minnesota.
3. Articles of Incorporation; Bylaws. The Articles of Incorporation of IDS
---------------------------------
Life and the Bylaws of IDS Life, in effect on the effective date of the Merger
and each as amended to reflect the Surviving Corporation's name change to
"RiverSource Life Insurance Company," shall be the Articles of Incorporation
and Bylaws of the Surviving Corporation.
Page 3 of 8
4. Directors. The members of the Board of Directors of IDS Life in office on
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the effective date of the Merger shall be the members of the Board of
Directors of the Surviving Corporation until their successors are duly elected
and qualified under the Bylaws of the Surviving Corporation.
5. Officers. The officers of IDS Life in office on the effective date of the
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Merger shall be the officers of the surviving Corporation until their
successors are duly elected and qualified under the Bylaws of the Surviving
Corporation.
6. Corporate Acts and Plans. All corporate acts, plans, policies,
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resolutions, approvals and authorizations of the shareholders, Board of
Directors, committees elected or appointed by the Board of Directors, officer
and agents of APL, which were valid and effective immediately prior to the
effective date of the Merger shall be taken for all purposes as the acts,
plans, policies, resolutions, approval, and authorizations of the Surviving
Corporation and shall be effective and binding thereon as the same were with
respect to APL.
7. Shares of Surviving Corporation. Each share of the common stock of IDS Life
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issued and outstanding on the effective date of the Merger shall thereupon,
without further action, be one share of the common stock of the Surviving
Corporation, without the issuance or exchange of new shares or share
certificates, and no additional shares of the Surviving Corporation shall be
issued in connection with the Merger.
8. Cancellation of APL Shares. All of the common stock of APL issued and
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outstanding immediately prior to the effective date of the Merger, such shares
being owned in their entirety by IDS Life, and all rights in respect thereof,
shall be cancelled forthwith on the effective date of
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the Merger, and the certificates representing such shares shall be surrendered
and cancelled, and no shares of the Surviving Corporation shall be issued in
lieu thereof.
9. Approvals. To the extent necessary and not previously obtained, this
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Agreement shall be submitted for adoption or approval to (1) the sole
shareholder of APL, (2) the sole shareholder of IDS Life, (3) the Minnesota
Commissioner of Commerce, (4) the Insurance Director for the State of Arizona,
and (5) the insurance regulatory authorities of other states, if any, which
may require such submission. If and when all such required adoptions and
approvals are obtained, the officers of each of the Constituent Corporations
shall, and are hereby authorized and directed to, perform all such further
acts, and execute and deliver to the proper authorities for filing all
documents, as may be necessary or proper to render the Merger effective.
10. Abandonment of Agreement. Notwithstanding any of the provisions of this
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Agreement, the Board of Directors of IDS Life, at any time before or after
approval by the sole shareholder of either or both Constituent Corporations
and prior to the effective date of the Merger herein contemplated, and for any
reason it may deem sufficient and proper, shall have the power and authority
to abandon and refrain from making effective the contemplated Merger as set
forth herein; in which case this Agreement shall thereby be cancelled and
become null and void.
11. Choice of Laws. This Agreement shall be construed and interpreted in
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accordance with, and governed by, the laws of the State of Minnesota and, as
applicable, the laws of the State of Arizona as the same affect the Merger.
12. Amendment. Anything in this Agreement or elsewhere to the contrary
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notwithstanding, to the extent permitted by law this Agreement may be amended,
supplemented, or interpreted at
Page 5 of 8
any time by action taken by the respective Boards of Directors of the
Constituent Companies, and, in the case of an interpretation, the actions of
such Boards of Directors shall be binding.
13. Expenses. The Surviving Corporation shall pay all expenses of the parties
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incurred in connection with the Merger.
14. Execution and Delivery of Necessary Instruments. From time to time, as and
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when requested by the Surviving Corporation or by its successors or assigns,
APL shall execute and deliver or cause to be executed and delivered all such
other instruments and shall take or cause to be taken all such further or
other actions as the Surviving Corporation, or its successors or assigns, may
deem necessary or desirable in order to vest and confirm to the Surviving
Corporation and its successors and assigns, title to and possession of all the
property, rights, privileges, powers and franchises referred to herein and to
otherwise carry out the intent and purpose of this Agreement. From time to
time, as and when it deems necessary, the Surviving Corporation shall execute
and deliver or cause to be executed and delivered all such other instruments,
and shall take or cause to be taken all such further or other actions, as are
necessary or desirable in order to assume or otherwise comply with the
outstanding debts, duties or other obligations of APL.
15. Effective Date and Time. The effective date and time for the Merger
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contemplated herein shall be at 11:59 P.M., Central Time, on December 31,
2006.
[Signature page follows]
Page 6 of 8
IN WITNESS WHEREOF, the Constituent Corporations have caused this
Agreement to be executed in their corporate names by their respective officers
as of the date set forth first above.
IDS LIFE INSURANCE COMPANY
By: /s/ Timothy V. Bechtold
-----------------------
Timothy V. Bechtold, President
ATTEST:
/s/ Thomas R. Moore
- -------------------
Thomas R. Moore, Secretary
AMERICAN PARTNERS LIFE
INSURANCE COMPANY
By: /s/ Gumer C. Alvero
-------------------
Gumer C. Alvero, President
ATTEST:
/s/ Thomas R. Moore
- -------------------
Thomas R. Moore, Secretary
The foregoing Articles of Merger of American Partners Life Insurance
Company into IDS Life Insurance Company, (to be renamed RiverSource
Life Insurance Company on December 31, 2006), are hereby approved
this 24 day of July , 2006. The effective date of the Merger
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is December 31, 2006, as provided in the Articles of Merger.
By: /s/ Kevin M. Murphy
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Kevin M. Murphy
Deputy Commissioner
Minnesota Department of Commerce
Page 7 of 8
ACKNOWLEDGMENT
STATE OF MINNESOTA
COUNTY OF HENNEPIN
I, the undersigned, a Notary Public, within and for the county and
state aforesaid, do hereby certify that on this 17th day of March , 2006,
---- -----------
personally appeared before me Timothy V. Bechtold and Thomas R. Moore, who,
being by me first duly sworn, declared that they are the President and
Secretary, respectively, of IDS Life Insurance Company, that they signed the
foregoing document as President and Secretary, respectively, of said Company,
and that the statements therein contained are true.
/s/ Lisa B. Larson
------------------
Notary Public
My Commission Expires:
Jan. 31, 2010
- -------------
--------------------------------------------
LISA B LARSON
[SEAL] Notary Public
Minnesota
My Commission Expires January 31, 2010
--------------------------------------------
ACKNOWLEDGMENT
STATE OF MINNESOTA
COUNTY OF HENNEPIN
I, the undersigned, a Notary Public, within and for the county and
state aforesaid, do hereby certify that on this 17th day of March , 2006,
---- -----------
personally appeared before me Gumer C. Alvero and Thomas R. Moore, who,
being by me first duly sworn, declared that they are the President and
Secretary, respectively, of American Partners Life Insurance Company, that
they signed the foregoing document as President and Secretary, respectively,
of said Company, and that the statements therein contained are true.
/s/ Lisa B. Larson
------------------
Notary Public
My Commission Expires:
Jan. 31, 2010
- -------------
--------------------------------------------
LISA B LARSON
[SEAL] Notary Public
Minnesota
My Commission Expires January 31, 2010
--------------------------------------------
STATE OF MINNESOTA
DEPARTMENT OF COMMERCE
I hereby certify that this is a true
and complete copy of the document as
filed for record in this office.
Dated 10/26/06 STATE OF MINNESOTA
------------ DEPARTMENT OF STATE
Commissioner of Commerce FILED
By: /s/ Margie Piredo JUL 31 2006
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/s/ Mary Kiffmeyer
Secretary of State
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