SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-1
POST-EFFECTIVE AMENDMENT NUMBER 34 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. 34 TO
REGISTRATION STATEMENT NO. 2-76193
Cover Page
Cover Page
Ameriprise Installment Certificate Prospectus, part of the combined
Prospectus, filed in Post-Effective Amendment No. 36 to Registration Statement
No. 2-95577 for Ameriprise Flexible Savings Certificate on or about April 20,
2007 is incorporated by reference.
Part II Information
Signatures
Exhibits
The combined Prospectus containing information for Ameriprise Installment
Certificate filed in Post-Effective Amendment No. 36 to Registration Statement
No. 2-95577 for Ameriprise Flexible Savings Certificate on or about April 20,
2007, 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
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 $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 Distribution Agreement, dated Dec. 31, 2006, between ACC and
Ameriprise Financial Services, Inc. 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 Aug. 1, 2006, is filed
electronically herewith as Exhibit 24(a) to Registrant's
Post-Effective Amendment No. 34 to Registration Statement No.
2-76193.
24(b) Director's Power of Attorney, dated Aug. 1, 2006, is filed
electronically herewith as Exhibit 24(b) to Registrant's
Post-Effective Amendment No. 34 to Registration Statement No.
2-76193.
24(c) Officers' Power of Attorney, dated Aug. 1, 2006, is filed
electronically herewith as Exhibit 24(c) to Registrant's
Post-Effective Amendment No. 34 to Registration Statement No.
2-76193.
25 through 27 None.
(b) The financial schedules for Ameriprise Certificate Company filed
electronically on March 1, 2007 with Ameriprise Certificate Company's
2006 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 20, 2007.
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 20, 2007.
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
- -------------------------------- (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 Aug. 1, 2006,
filed electronically herewith as Exhibit 24(a), by:
By: /s/ Scott R. Plummer
---------------------
Scott R. Plummer