SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
Pre-Effective Amendment No. 1
to REGISTRATION STATEMENT No. 333-86297
Under
The Securities Act of 1933
American Enterprise MVA Account
(Exact name of registrant as specified in charter)
Indiana
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(State or other jurisdiction of incorporation or organization)
63
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(Primary Standard Industrial Classification Code Number)
94-27-86905
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(I.R.S. Employer Identification No.)
80 South 8th Street, P.O. Box 534, Minneapolis, MN 55440-0534
(612) 671-3131
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Mary Ellyn Minenko, Counsel
American EnterpriseLife Insurance Company
IDS Tower 10, Minneapolis, Minnesota 55440-0010
(612) 671-3678
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
If any of the Securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
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<TABLE>
<CAPTION>
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Calculation of Registration Fee
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<S> <C> <C> <C> <C>
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered offering price per aggregate offering registration fee
registered unit price
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Interests in the $60 million $60 million $16,680
Guarantee Period
Accounts of the Wells
Fargo AdvantageSM
Variable Annuity and
the Wells Fargo
AdvantageSM Credit
Variable Annuity
Contracts
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8 (a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to Section 8 (a) may
determine.
<PAGE>
Registration Statement on Form S-1
Cross-Reference Sheet
Pursuant to Regulation S-K, Item 501(b)
Form S-1 Item Number and Caption Located in Prospectus
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus Outside Front Cover
2. Inside Front and Outside Back
Cover Pages of Prospectus Table of Contents
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges Summary or, as to ratio of
earnings to fixed charges,
Not Applicable
4. Use of Proceeds The variable accounts; The
fixed accounts
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Distribution of Contracts
9. Description of Securities to Be Registered The variable accounts;
The fixed accounts
10. Interests of Named Experts and Counsel Not Applicable
11. Information with Respect to the Registrant About American Enterprise
Life; Additional
Information about American
Enterprise Life
12. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities See Item 14 in Part II
<PAGE>
PART I.
INFORMATION REQUIRED IN PROSPECTUS
The prospectus containing information for the American Enterprise MVA Account
filed electronically in American Enterprise Variable Annuity Account's
Pre-Effective Amendment No. 1 to Registration Statement No. 333-85567 on Form
N-4, filed on or about Nov. 4, 1999, is incorporated by reference.
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The expenses of the issuance and distribution of the interests in the
Guarantee Period Accounts of the Contract to be registered, other than
commissions on sales of the Contracts, are to be borne by the
registrant.
Item 14. Indemnification
The By-Laws of the depositor provide that the Corporation shall have
the power to indemnify a director, officer, agent or employee of the
Corporation pursuant to the provisions of applicable statues or
pursuant to contract.
The Corporation may purchase and maintain insurance on behalf of any
director, officer, agent or employee of the Corporation against any
liability asserted against or incurred by the director, officer,
agent or employee in such capacity or arising out of the director's,
officer's, agent's or employee's status as such, whether or not the
Corporation would have the power to indemnify the director, officer,
agent or employee against such liability under the provisions of
applicable law.
The By-Laws of the depositor provide that it shall indemnify a
director, officer, agent or employee of the depositor pursuant to the
provisions of applicable statutes or pursuant to contract.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
Item 15. Recent Sales of Unregistered Securities
None
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
1. Not applicable.
2. Not applicable.
3.1 Amendment and Restatement Articles of Incorporation of American Enterprise
Life dated July 29, 1986, filed electronically as Exhibit 6.1 to the
Initial Registration Statement No. 33-54471, filed on or about July 5,
1994, is incorporated by reference.
<PAGE>
3.2 Amended By-laws of American Enterprise Life, filed electronically as
Exhibit 6.2 to the Initial Registration Statement No. 33-54471, filed on or
about July 5, 1994, is incorporated by reference.
3.3 Consent in writing in lieu of a meeting of the Board of Directors of
American Enterprise Life Insurance Company establishing the American
Enterprise MVA Account dated Aug. 18, 1999, filed electronically as Exhibit
3.3 to Initial Registration Statement No. 333-86297, filed on or about Aug.
31, 1999, is incorporated by reference.
4.1 Form of Deferred Annuity Contract for Well Fargo AdvantageSM Variable
Annuity (form 44209) filed electronically as Exhibit 4.1 to American
Enterprise Variable Annuity Account's Pre-Effective Amendment No. 1 to
Registration Statement No. 333-85567 on form N-4, filed on or about Nov. 4,
1999, is incorporated by reference.
4.2 Form of Deferred Annuity Contract for the Wells Fargo AdvantageSM Credit
Variable Annuity (form 44210) filed electronically as Exhibit 4.2 to
American Enterprise Variable Annuity Account's Pre-Effective Amendment No.
1 to Registration Statement No. 333-85567 on form N-4, filed on or about
Nov. 4, 1999, is incorporated by reference.
4.3 Form of Enhanced Death Benefit Rider (form 44213), filed electronically as
Exhibit 4.3 to American Enterprise Variable Annuity Account's Pre-Effective
Amendment No. 1 to Registration Statement No. 333-85567 on form N-4, filed
on or about Nov. 4, 1999, is incorporated by reference.
4.4 Form of Guaranteed Minimum Income Benefit Rider (form 44214), filed
electronically as Exhibit 4.4 to American Enterprise Variable Annuity
Account's Pre-Effective Amendment No. 1 to Registration Statement No.
333-85567 on form N-4, filed on or about Nov. 4, 1999, is incorporated by
reference.
4.5 Form of Disability Waiver of Withdrawal Charge Rider (form 44215) filed
electronically as Exhibit 4.5 to American Enterprise Variable Annuity
Account's Pre-Effective Amendment No. 1 to Registration Statement No.
333-85567 on form N-4, filed on or about Nov. 4, 1999, is incorporated by
reference.
4.6 Form of Unemployment Waiver of Withdrawal Charges Rider (form 44216) to
American Enterprise Variable Annuity Account's Pre-Effective No. 1
Amendment to Registration Statement No. 333-85567 on form N-4, filed on or
about Nov. 4, 1999, is incorporated by reference.
4.7 Form of Roth IRA Endorsement (form 43094) filed electronically as Exhibit
4.2 to Pre-Effective Amendment No. 1 to Registration Statement No.
333-74865, filed on or about Aug. 4, 1999, is incorporated herein by
reference.
4.8 Form of SEP-IRA (form 43412) filed electronically as Exhibit 4.3 to
Pre-Effective Amendment No. 1 to Registration Statement No. 333-72777,
filed on or about July 8, 1999, is incorporated herein by reference.
4.9 Form of TSA Endorsement (form 43413) filed electronically as Exhibit 4.4 to
Pre-Effective Amendment No. 1 to Registration Statement No. 333-72777,
filed on or about July 8, 1999, is incorporated herein by reference.
5. Opinion of Counsel and consent to its use as to the securities being
registered, filed electronically herewith.
8. Not applicable.
9. Not applicable.
10. Not applicable.
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11. Not applicable.
12. Not applicable.
15. Not applicable.
16. Not applicable.
21. Not applicable.
22. Not applicable.
23. Consent of Independent Auditors, filed electronically herewith.
24. Power of Attorney to sign this Registration Statement, dated July 29, 1999,
filed electronically as Exhibit 15 to American Enterprise Variable Annuity
Account's Initial Registration Statement No. 333-85567 on Form N-4, filed on or
about Aug. 19, 1999, is incorporated by reference.
25. Not applicable.
26. Not applicable.
27. None.
Item 17. Undertakings
Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(iv) Registrant represents that it is relying upon the no-action
assurance given to the American Council of Life Insurance
(pub. avail. Nov. 28, 1998). Further, Registrant represents
that it has complied with the provisions of paragraphs (1)-(4)
of that no-action letter.
<PAGE>
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, American Enterprise
Life Insurance Company, on behalf of the Registrant, has duly caused this
Registration Statement to be signed on its behalf by the undersigned, duly
authorized in the City of Minneapolis, and State of Minnesota on the 10th day of
November, 1999.
American Enterprise Life Insurance Company
(Registrant)
By American Enterprise Life Insurance Company
By /s/ James E. Choat*
James E. Choat
President and Chief Executive Officer
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities indicated on the 10th day of
November, 1999.
Signature Title
/s/ James E. Choat* Director, President and
James E. Choat Chief Executive Officer
/s/ Jeffrey S. Horton* Vice President and Treasurer
Jeffrey S. Horton
/s/ Richard W. Kling* Chairman of the Board
Richard W. Kling
/s/ Paul S. Mannweiler* Director
Paul S. Mannweiler
/s/ Paula R. Meyer* Director and Executive Vice
Paula R. Meyer President-Assured Assets
/s/ William A. Stoltzmann* Director, Vice President,
William A. Stoltzmann General Counsel and Secretary
/s/ Philip C. Wentzel* Vice President and Controller
Philip C. Wentzel
*Signed pursuant to Power of Attorney, dated July 29, 1999, filed electronically
as Exhibit 15 to American Enterprise Variable Annuity Account's Initial
Registration Statement No. 333-85567 on Form N-4, filed on or about Aug. 19,
1999, is incorporated by reference.
By: /s/ Mary Ellyn Minenko
Mary Ellyn Minenko
American Enterprise MVA Account
File No. 333-86297
EXHIBIT INDEX
Exhibit 5. Opinion amd Consent of Counsel, dated November 10, 1999.
Exhibit 23. Consent of Independent Auditors, dated November 8, 1999.
November 10, 1999
American Enterprise Life Insurance Company
80 South Eighth Street
P.O. Box 534
Minneapolis, MN 55440-0534
RE: American Enterprise MVA Account
Pre-Effective Amendment No. 1 on Form S-1
File No.: 333-86297
Ladies and Gentlemen:
I am familiar with the establishment of the American Enterprise MVA Account
("Account"), which is a separate account of American Enterprise Life Insurance
Company ("Company") established by the Company's Board of Directors according to
applicable insurance law. I also am familiar with the above-referenced
Registration Statement filed by the Company on behalf of the Account with the
Securities and Exchange Commission.
I have made such examination of law and examined such documents and records as
in my judgment are necessary and appropriate to enable me to give the following
opinion:
1. The Company is duly incorporated, validly existing and in good standing
under applicable state law and is duly licensed or qualified to do business
in each jurisdiction where it transacts business. The Company has all
corporate powers required to carry on its business and to issue the
contracts.
2. The Account is a validly created and existing separate account of the
Company and is duly authorized to issue the securities registered.
3. The contracts issued by the Company, when offered and sold in accordance
with the prospectus contained in the Registration Statement and in
compliance with applicable law, will be legally issued and represent
binding obligations of the Company in accordance with their terms.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Mary Ellyn Minenko
Mary Ellyn Minenko
Vice President and Group Counsel
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Prospectuses and under the caption "Independent Auditors" in the Statement of
Additional Information and to the use of our report dated February 4, 1999 with
respect to the financial statements of American Enterprise Life Insurance
Company and to the use of our report dated March 12, 1999 with respect to the
financial statements of American Enterprise Variable Annuity Account, all of
which are incorporated by reference from Registration Statement (Form N-4, No.
333-85567) into Pre-Effective Amendment No. 1 to Registration Statement (Form
S-1, No. 333-86297) and related Prospectuses for the registration of the Wells
Fargo AdvantageSM Variable Annuity Contracts and the Wells Fargo AdvantageSM
Credit Variable Annuity Contracts to be offered by American Enterprise Life
Insurance Company.
/s/ Ernst & Young LLP
Ernst & Young LLP
Minneapolis, Minnesota
November 8, 1999
