Table of Contents
As filed with the Securities and
Exchange Commission on May 4, 2009
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Ameriprise Financial, Inc.
Ameriprise Capital Trust I
Ameriprise Capital Trust II
Ameriprise Capital Trust III
Ameriprise Capital Trust IV
(Exact name of
Registrant as specified in its charter)
Delaware
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1331800631
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Delaware
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45-6157641
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Delaware
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45-6157643
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Delaware
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45-6157644
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Delaware
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45-6157645
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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55 Ameriprise Financial Center
Minneapolis, MN 55474
(612) 671-3131
(Address, including zip code, and telephone number,
including area code, of Registrants principal executive offices)
John C. Junek, Esq.
Executive Vice President and General Counsel
Ameriprise Financial, Inc.
55 Ameriprise Financial Center
Minneapolis, Minnesota 55474
(612) 671-3131
(Name, address,
including zip code, and telephone number, including area code, of agent for
service)
Approximate date of commencement of proposed sale to the
public
:
From time to time after the effective date of this registration statement.
If the
only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
o
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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.
x
If
this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
o
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
o
If
this Form is a registration statement pursuant to General Instruction I.D.
or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box.
x
If
this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box.
o
Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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(Do not check if a
smaller reporting company)
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Smaller reporting company
o
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CALCULATION OF REGISTRATION FEE
Title of Each
Class of
Securities to be Registered
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Amount to be
Registered
(1)
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Proposed
Maximum
Offering Price
Per Unit
(1)
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Proposed
Maximum
Aggregate
Offering
Price
(1)
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Amount of
Registration
Fee
(1)
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Senior Debt Securities of Ameriprise
Financial, Inc.
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Senior Subordinated Debt Securities of Ameriprise
Financial, Inc.
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Junior Subordinated Debt Securities of Ameriprise
Financial, Inc.
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Preferred Stock, par value $.01 per share, of
Ameriprise Financial, Inc.
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Depositary Shares of Ameriprise
Financial, Inc.
(2)
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Common Stock, par value $.01 per share, of
Ameriprise Financial, Inc.
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Warrants of Ameriprise Financial, Inc.
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Stock Purchase Contracts of Ameriprise
Financial, Inc.
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Units of Ameriprise Financial, Inc.
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Preferred Securities Ameriprise Capital Trust I
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Preferred Securities of Ameriprise Capital Trust
II
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Preferred Securities of Ameriprise Capital Trust
III
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Preferred Securities of Ameriprise Capital Trust
IV
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Ameriprise Financial, Inc. Guarantee of
Preferred Securities of Ameriprise Capital Trust I, Ameriprise Capital Trust
II, Ameriprise Capital Trust III, and Ameriprise Capital Trust IV
(3)
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(1)
This
registration statement is filed in accordance with Rule 415(a)(6) under
the Securities Act and registers securities that were previously registered
pursuant to Registration Statement No. 333-133860, filed on May 5,
2006 by the registrants hereof, and that were not sold thereunder. An indeterminate aggregate initial offering
price or number of the securities of each identified class is being registered
as may from time to time be offered at indeterminate prices. This registration
statement also covers an undeterminable amount of the registered securities
that may be reoffered and resold on an ongoing basis after their initial sale
in market-making transactions by subsidiaries of the registrant. Separate
consideration may or may not be received for securities that are issuable on exercise,
conversion or exchange of other securities or that are issued in units or
represented by depositary shares. In accordance with Rules 456(b) and
457(r) under the Securities Act, the registrants are deferring payment of
all of the registration fee, except for $24,593 that has already been paid with
respect to $1,700,000,000 aggregate initial offering price of securities that
were previously registered pursuant to Registration Statement No. 333-128834,
filed on October 5, 2005 by Ameriprise Financial, Inc. and were not
sold thereunder. Pursuant to Rule 457(p) under the Securities Act,
such unutilized filing fee may be applied to the filing fee payable pursuant to
this registration statement. Any additional registration fees will be paid
subsequently on a pay-as-you-go basis.
As a result, Rule 457(r) provides that the table does not need
to specify the information as to the amount to be registered, the proposed
maximum aggregate offering price, or the amount of registration fee for any
class of security listed, and that the registration fee shall be subsequently
calculated based on the applicable fee payment rates in effect on the date of
the payment of the fees.
(2)
Each depositary
share will be issued under a deposit agreement and will be evidenced by a depositary
receipt. In the event Ameriprise Financial, Inc. elects to offer to the
public fractional interests in shares of the preferred stock registered
hereunder, depositary receipts will be distributed to those persons purchasing
such fractional interests and shares of preferred stock will be issued to the
depositary under the deposit agreement. No separate consideration will be
received for the depositary shares.
(3)
Ameriprise
Financial, Inc. is also registering the guarantees and other obligations that
it may have with respect to preferred securities to be issued by any of
Ameriprise Capital Trust I and Ameriprise Capital Trust II or with respect to
similar securities that may be issued by similar entities formed in the future.
No separate consideration will be received for any guarantee.
Table of
Contents
EXPLANATORY NOTE
This registration
statement contains:
·
a prospectus to be used in connection with offerings
of debt securities, warrants, purchase contracts, units, preferred stock,
depositary shares and common stock of Ameriprise on a continuous or delayed
basis; and
·
a prospectus to be used in connection with offerings
of:
·
the capital securities of Ameriprise Capital Trust I,
Ameriprise Capital Trust II, Ameriprise Capital Trust III and Ameriprise
Capital Trust IV;
·
the junior subordinated debentures of Ameriprise; and
·
the guarantees of Ameriprise of the capital
securities,
each
on a continuous or delayed basis.
Each
offering of securities made under this registration statement will be made
pursuant to one of these two prospectuses, with the specific terms of the
securities offered thereby set forth in an accompanying prospectus supplement
or incorporated into this prospectus by reference.
Each
of these two prospectuses may also be used by affiliates of Ameriprise
Financial, Inc. in market-making transactions in the securities covered by
such prospectus.
Table of
Contents
PROSPECTUS
Ameriprise Financial, Inc.
Debt Securities
Warrants
Purchase Contract
Units
Preferred Stock
Depositary Shares
Common Stock
We may offer to
sell debt securities, warrants, purchase contracts, preferred stock, either
separately or represented by depositary shares, and common stock either
individually or in units. The debt securities, warrants, purchase contracts and
preferred stock may be convertible into or exercisable or exchangeable for
common or preferred stock or other securities of Ameriprise or debt or equity
securities of one or more other entities. Our common stock is listed on the
NYSE and trades under the symbol AMP.
This prospectus
describes some of the general terms that may apply to these securities and the
general manner in which they may be offered. The specific terms of any
securities to be offered, and the specific manner in which they may be offered,
will be described in a supplement to this prospectus or incorporated into this
prospectus by reference.
Investing in the securities involves risks. See the section entitled
Risk Factors on page 3 and, if applicable, any risk factors described in any
accompanying prospectus supplement or in our Securities and Exchange Commission
filings that are incorporated by reference into this prospectus.
Neither the
Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
We may offer and
sell these securities to or through one or more underwriters, dealers and
agents, or directly to purchasers, on a continuous or delayed basis.
We may use this
prospectus in the initial sale of these securities. In addition, one or more of
our subsidiaries may use this prospectus in a market-making transaction
involving any of these securities after our initial sale.
The date of this prospectus is May 4, 2009.
Table of Contents
TABLE OF CONTENTS
You
should rely only on the information contained in this prospectus or any
prospectus supplement, and in other offering material, if any, or information
contained in documents which you are referred to by this prospectus or any
prospectus supplement, or in other offering material, if any. We have not
authorized anyone to provide you with different information. We are offering to
sell the securities only in jurisdictions where offers and sales are permitted.
The information contained in this prospectus or any prospectus supplement or
other offering material is accurate only as of the date on the front of those
documents, regardless of the time of delivery of the documents or any sale of
the securities.
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Table of
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PROSPECTUS SUMMARY
About This Prospectus
This
prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a shelf registration process. This
prospectus provides you with a general description of the securities we may
offer.
References
to Ameriprise, us, we or our in this section mean Ameriprise Financial, Inc.,
and do not include the consolidated subsidiaries of Ameriprise Financial, Inc.
When we refer to you in this section, we mean all purchasers of the
securities being offered by this prospectus, whether they are the holders or
only indirect owners of those securities.
Each
time we sell securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. In addition, we
and any underwriter or agent that we may from time to time retain may also
provide other information relating to an offering, which we refer to as other
offering material. The prospectus supplement as well as the other offering
material may also add, update or change information contained in this
prospectus. You should read this prospectus, any prospectus supplement, any applicable
pricing supplement, together with additional information described in the
section entitled Where You Can Find More Information and any other offering
material. Throughout this prospectus, where we indicate that information
may be supplemented in an applicable prospectus supplement or supplements, that
information may also be supplemented in other offering material provided.
To see
more detail, you should read our registration statement and the exhibits filed
with our registration statement.
Ameriprise Financial, Inc.
We are
a leading financial planning and services company, with more than 12,400
financial advisors and registered representatives, that provides solutions for
clients asset accumulation, income management and insurance protection needs.
Our financial advisors deliver tailored solutions to clients through a
comprehensive and personalized financial planning approach built on a long-term
relationship with a knowledgeable advisor. We specialize in meeting the
retirement-related financial needs of the mass affluent.
Our
principal executive offices are located at 55 Ameriprise Financial Center,
Minneapolis, Minnesota 55474, and our telephone number is 612-671-3131.
The Securities We Are Offering
We may
offer any of the following securities from time to time:
·
debt securities;
·
warrants;
·
purchase contracts;
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Table of
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·
units, comprised of two or more securities, in any
combination;
·
preferred stock, either directly or represented by
depositary shares; and
·
common stock.
When
we use the term securities in this prospectus, we mean any of the securities
we may offer with this prospectus, unless we say otherwise. This prospectus,
including the following summary, describes the general terms that may apply to
the securities; the specific terms of any particular securities that we may
offer will be described in a separate supplement to this prospectus.
Listing
If any
securities are to be listed or quoted on a securities exchange or quotation
system, your prospectus supplement will say so. Our common stock is listed on
the New York Stock Exchange and trades under the symbol AMP.
Manner of Offering
The
securities will be offered when they are first issued and sold and after that
in market-making transactions involving one or more of our subsidiaries.
When
we issue new securities, we may offer them for sale to or through underwriters,
dealers and agents or directly to purchasers. Your prospectus supplement will
include any required information about the firms we use and the discounts or
commissions we may pay them for their services.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The
following table sets forth our ratio of earnings to fixed charges for the
periods indicated:
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Years Ended December 31,
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2008
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2007
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2006
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2005
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2004
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(in millions)
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Earnings:
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Income (loss) before income tax provision
(benefit), discontinued operations and accounting change
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$
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(371
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$
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1,016
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$
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797
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$
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745
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$
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1,112
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Interest and debt expense(1)
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112
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131
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128
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87
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64
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Interest portion of rental expense(2)
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28
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31
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29
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26
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26
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Amortization of capitalized interest
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3
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1
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1
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1
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Equity method investees and minority interests
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1
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(1)
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(1)
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Total earnings (a)
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$
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(228
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$
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1,180
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$
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953
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$
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859
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$
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1,202
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Fixed charges:
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Interest and debt expense(1)
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$
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112
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$
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131
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$
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128
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$
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87
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$
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64
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Interest portion of rental expense(2)
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28
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31
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29
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26
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26
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Capitalized interest
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8
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5
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Total fixed charges (b)
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$
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148
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$
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167
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$
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157
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$
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113
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$
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90
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Ratio of earnings to fixed charges (a/b)
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NM
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(3)
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7.1
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6.1
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7.6
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13.4
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NM Not Meaningful.
(1)
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Interest on
non-recourse debt of consolidated limited partnerships and VIEs is included
in interest and debt expense provided in the table above.
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(2)
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The interest portion of
rental expense represents one-third of rental expense relating to operating
leases.
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(3)
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Earnings were
insufficient to cover fixed charges for the year ended December 31, 2008
by $376 million primarily due to negative market impacts on Results of
Operations, including $762 million in pretax impairments on
Available-for-Sale securities.
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Table of
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Ameriprise had no
preferred stock outstanding for any period presented, and accordingly its ratio
of earnings to combined fixed charges and preferred stock dividends is the same
as its ratio of earnings to fixed charges.
RISK FACTORS
Investing
in our securities involves risk. Please
carefully consider the risk factors described in our periodic reports filed
with the Securities and Exchange Commission, which are incorporated by
reference in this prospectus, as well as any prospectus supplement relating to
a specific security. Before making any
investment decision, you should carefully consider these risks as well as other
information we include or incorporate by reference in this prospectus or in any
applicable prospectus supplement. These
risks could materially affect our business, results of operation or financial
condition and affect the value of our securities. You could lose all or part of your
investment. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial
may also affect our business, results of operation or financial condition.
USE OF PROCEEDS
Unless
otherwise indicated in any prospectus supplement, we intend to use the net
proceeds from the sale of securities for general corporate purposes. General corporate purposes may include
repayment of debt, investments in or extensions of credit to our subsidiaries,
repurchases of common stock, capital expenditures and the financing of possible
acquisitions or business expansions. The
net proceeds from the sale of securities may be invested temporarily or applied
to repay short-term obligations until they are used for their stated purpose.
DESCRIPTION OF DEBT SECURITIES WE MAY OFFER
References
to Ameriprise, us, we or our in this section mean Ameriprise Financial, Inc.,
and do not include the consolidated subsidiaries of Ameriprise Financial, Inc.
In this section, references to holders mean those who own debt securities
registered in their own names, on the books that we or the applicable trustee
maintain for this purpose, and not those who own beneficial interests in debt
securities registered in street name or in debt securities issued in book-entry
form through one or more depositaries. Owners of beneficial interests in the
debt securities should read the section below entitled Legal Ownership and
Book-Entry Issuance.
Debt Securities May Be Senior or Subordinated
We may
issue senior or subordinated debt securities (including senior subordinated and
junior subordinated debt securities). Neither the senior debt securities nor
the subordinated debt securities will be secured by any of our property or
assets or the property or assets of our subsidiaries. Thus, by owning a debt
security, you are one of our unsecured creditors.
The
senior debt securities and, in the case of senior debt securities in bearer
form, any related interest coupons, will be issued under our senior debt
indenture described below and will rank equally with all of our other unsecured
and unsubordinated debt.
The
subordinated debt securities and, in the case of subordinated debt securities
in bearer form, any related interest coupons, will be issued under our senior
subordinated debt indenture or our junior subordinated debt indenture described
below and will be subordinate in right of payment to all of our senior
indebtedness, as defined in the applicable subordinated debt indenture. None
of the indentures limit our ability to incur additional unsecured indebtedness.
When
we refer to debt securities in this prospectus, we mean both the senior debt
securities and the subordinated debt securities. When we refer to subordinated
debt securities in this prospectus, we mean both the senior subordinated debt
securities and the junior subordinated debt securities.
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The Senior Debt Indenture, Senior Subordinated Debt
Indenture, and Junior Subordinated Debt Indenture
The
senior debt securities and the subordinated debt securities are each governed
by a document called an indenture the senior debt indenture, in the case of
the senior debt securities, and the senior subordinated debt indenture or the
junior subordinated debt indenture, in the case of the subordinated debt
securities. Each indenture is a contract between Ameriprise and U.S. Bank
National Association, which acts as trustee. The indentures are substantially
identical, except for the provisions relating to subordination, which are
included only in the senior subordinated debt indenture and the junior subordinated
debt indenture.
Reference
to the indenture or the trustee with respect to any debt securities, means the
indenture under which those debt securities are issued and the trustee under
that indenture.
The
trustee has two main roles:
1.
The trustee can enforce the rights of holders against us if we default on our
obligations under the terms of the indenture or the debt securities. There are
some limitations on the extent to which the trustee acts on behalf of holders,
described below under Events of Default Remedies If an Event of Default
Occurs.
2.
The trustee performs administrative duties for us, such as sending interest
payments and notices to holders, and transferring a holders debt securities to
a new buyer if a holder sells.
The
indenture and its associated documents contain the full legal text of the
matters described in this section. The indenture and the debt securities are
governed by New York law. A copy of each indenture is an exhibit to our
registration statement. See Where You Can Find More Information below for
information on how to obtain a copy.
General
We may
issue as many distinct series of debt securities under any of the indentures as
we wish. The provisions of the senior debt indenture, the senior subordinated
debt indenture and junior subordinated debt indenture allow us not only to
issue debt securities with terms different from those previously issued under
the applicable indenture, but also to reopen a previous issue of a series of
debt securities and issue additional debt securities of that series. We may
issue debt securities in amounts that exceed the total amount specified on the
cover of your prospectus supplement at any time without your consent and
without notifying you. In addition, we may offer debt securities, together in
the form of units with other debt securities, warrants, purchase contracts and
preferred stock or common stock, as described below under Description of Units
We May Offer.
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This
section summarizes the material terms of the debt securities that are common to
all series, although the prospectus supplement which describes the terms of
each series of debt securities may also describe differences from the material
terms summarized here.
Because
this section is a summary, it does not describe every aspect of the debt
securities. This summary is subject to and qualified in its entirety by
reference to all the provisions of the indenture, including definitions of
certain terms used in the indenture. In this summary, we describe the meaning
of only some of the more important terms. For your convenience, we also include
references in parentheses to certain sections of the indenture. Whenever we
refer to particular sections or defined terms of the indenture in this
prospectus or in the prospectus supplement, such sections or defined terms are
incorporated by reference here or in the prospectus supplement. You must look
to the indenture for the most complete description of what we describe in
summary form in this prospectus.
This
summary also is subject to and qualified by reference to the description of the
particular terms of your series described in the prospectus supplement. Those
terms may vary from the terms described in this prospectus. The prospectus
supplement relating to each series of debt securities will be attached to the
front of this prospectus. There may also be a further prospectus supplement,
known as a pricing supplement, which contains the precise terms of debt
securities you are offered. In addition, we may also incorporate additional
information concerning the debt securities by reference into the registration
statement of which this prospectus forms a part. See the section entitled Where
You Can Find More Information.
We may
issue the debt securities as original issue discount securities, which may be
offered and sold at a substantial discount below their stated principal amount.
(Section 3.01). The prospectus supplement relating to the original issue
discount securities will describe federal income tax consequences and other
special considerations applicable to them. The debt securities may also be
issued as indexed securities or securities denominated in foreign currencies or
currency units, as described in more detail in the prospectus supplement
relating to any of the particular debt securities. The prospectus supplement
relating to specific debt securities will also describe certain additional tax
considerations applicable to such debt securities.
In
addition, the specific financial, legal and other terms particular to a series
of debt securities will be described in the prospectus supplement and, if
applicable, a pricing supplement relating to the series. The prospectus
supplement relating to a series of debt securities will describe the following
terms of the series:
·
the title of the series of debt securities;
·
whether it is a series of senior debt securities or a
series of subordinated debt securities;
·
any limit on the aggregate principal amount of the
series of debt securities;
·
the date or dates on which the series of debt
securities will mature;
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·
the person to whom interest on a debt security is
payable, if other than the holder on the regular record date;
·
the rate or rates, which may be fixed or variable per
annum, at which the series of debt securities will bear interest, if any, and
the date or dates from which that interest, if any, will accrue;
·
the place or places where the principal of, premium,
if any, and interest on the debt securities is payable;
·
the dates on which interest, if any, on the series of
debt securities will be payable and the regular record dates for the interest
payment dates;
·
the date, if any, after which and the price or prices
at which the series of debt securities may, in accordance with any optional or
mandatory redemption provisions, be redeemed and the other detailed terms and
provisions of those optional or mandatory redemption provisions, if any;
·
any mandatory or optional sinking funds or similar
provisions or provisions for redemption at the option of the issuer;
·
if the debt securities may be converted into or
exercised or exchanged for our common stock or preferred stock or other of our
securities or the debt or equity securities of third parties, the terms on
which conversion, exercise or exchange may occur, including whether conversion,
exercise or exchange is mandatory, at the option of the holder or at our
option, the period during which conversion, exercise or exchange may occur, the
initial conversion, exercise or exchange price or rate and the circumstances or
manner in which the amount of common stock or preferred stock or other
securities or the debt or equity securities of third parties issuable upon
conversion, exercise or exchange may be adjusted;
·
if other than denominations of $1,000 and any of its
integral multiples, the denominations in which the series of debt securities
will be issuable;
·
the currency of payment of principal, premium, if any,
and interest on the series of debt securities;
·
if the currency of payment for principal, premium, if
any, and interest on the series of debt securities is subject to our election
or that of a holder, the currency or currencies in which payment can be made
and the period within which, and the terms and conditions upon which, the
election can be made;
·
if a trustee other than U.S. Bank National Association
is named for the debt securities, the name of such trustee;
·
any index used to determine the amount of payment of
principal or premium, if any, and interest on the series of debt securities;
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·
the applicability of the provisions described under
Defeasance below;
·
any event of default under the series of debt
securities if different from those described under Events of Default below;
·
if the debt securities will be issued in bearer form,
any special provisions relating to bearer securities that are not addressed in
this prospectus;
·
if the series of debt securities will be issuable only
in the form of a global security, the depositary or its nominee with respect to
the series of debt securities and the circumstances under which the global security
may be registered for transfer or exchange in the name of a person other than
the depositary or the nominee; and
·
any other special feature of the series of debt
securities.
Overview of Remainder of this Description
The
remainder of this description summarizes:
·
Additional
Mechanics
relevant to the debt securities under normal circumstances, such as how holders
transfer ownership and where we make payments;
·
Holders rights in several
Special Situations
,
such as if we merge with another company or if we want to change a term of the
debt securities;
·
Subordination
Provisions
in
the senior subordinated debt indenture and the junior subordinated debt
indenture that may prohibit us from making payment on those securities;
·
Our right to release ourselves from all or some of our
obligations under the debt securities and the indenture by a process called
Defeasance
; and
·
Holders rights if we
Default
or experience other financial
difficulties.
Additional Mechanics
Form, Exchange and Transfer
Unless
we specify otherwise in the prospectus supplement, the debt securities will be
issued:
·
only in fully registered form;
·
without interest coupons; and
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·
in denominations that are even multiples of $1,000. (Section 3.02)
Holders
may have their debt securities broken into more debt securities of smaller
denominations of not less than $1,000 or combined into fewer debt securities of
larger denominations, as long as the total principal amount is not changed. (Section 3.05)
This is called an exchange.
Holders
may exchange or transfer debt securities at the office of the trustee. They may
also replace lost, stolen or mutilated debt securities at that office. The
trustee acts as our agent for registering debt securities in the names of
holders and transferring debt securities. We may change this appointment to
another entity or perform it ourselves. The entity performing the role of
maintaining the list of registered holders is called the security registrar. It
will also perform transfers. (Section 3.05) The trustees agent may
require an indemnity before replacing any debt securities.
Holders
will not be required to pay a service charge to transfer or exchange debt
securities, but holders may be required to pay for any tax or other
governmental charge associated with the exchange or transfer. The transfer or
exchange will only be made if the security registrar is satisfied with your
proof of ownership.
If we
designate additional transfer agents, they will be named in the prospectus
supplement. We may cancel the designation of any particular transfer agent. We
may also approve a change in the office through which any transfer agent acts.
(Section 12.02)
If the
debt securities are redeemable, we may block the transfer or exchange of debt
securities during the period beginning 15 days before the day we mail the
notice of redemption and ending on the day of that mailing, in order to freeze
the list of holders to prepare the mailing. We may also refuse to register
transfers or exchanges of debt securities selected for redemption, except that
we will continue to permit transfers and exchanges of the unredeemed portion of
any debt security being partially redeemed. (Section 3.05)
The rules for
exchange described above apply to exchange of debt securities for other debt
securities of the same series and kind. If a debt security is convertible,
exercisable or exchangeable into or for a different kind of security, such as
one that we have not issued, or for other property, the rules governing
that type of conversion, exercise or exchange will be described in the
prospectus supplement.
Global Securities
The
debt securities of a series may be issued in whole or in part in the form of
one or more global securities that will be deposited with or on behalf of a
depositary identified in the applicable prospectus supplement. Global
securities will be issued in registered form and may be in either temporary or
permanent form.
The
related prospectus supplement will describe the specific terms of the
depositary arrangement with respect to that series of debt securities. We
anticipate that the following provisions will apply to all depositary
arrangements.
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Unless
otherwise specified in an applicable prospectus supplement, global securities
to be deposited with or on behalf of a depositary will be registered in the
name of that depositary or its nominee. Upon the issuance of a global security,
the depositary for that global security will credit the respective principal
amounts of the debt securities represented by such global security to the
participants that have accounts with that depositary or its nominee. Ownership
of beneficial interests in those global securities will be limited to
participants in the depositary or persons that may hold interests through these
participants.
A
participants ownership of beneficial interests in these global securities will
be shown on the records maintained by the depositary or its nominee. The
transfer of a participants beneficial interest will only be effected through
these records. A person whose ownership of beneficial interests in these global
securities is held through a participant will be shown on, and the transfer of
that ownership interest within that participant will be effected only through,
records maintained by the participant. The laws of some jurisdictions require
that certain purchasers of securities take physical delivery of such securities
in definitive form. Limits and laws of this nature may impair your ability to
transfer beneficial interests in a global security.
Except
as set forth below and in the indenture, owners of beneficial interests in the
global security will not be entitled to receive debt securities of the series
represented by that global security in definitive form and will not be
considered to be the owners or holders of those debt securities under the
global security. Because the depositary can act only on behalf of participants,
which in turn act on behalf of indirect participants, the ability of beneficial
owners of interests in a global security to pledge such interests to persons or
entities that do not participate in the depositary system, or otherwise take
actions in respect of such interests, may be affected by the lack of a physical
certificate evidencing such interests. No beneficial owner of an interest in
the global security will be able to transfer that interest except in accordance
with the depositarys applicable procedures, in addition to those provided for
under the applicable indenture and, if applicable, those of Euroclear Bank
S.A./N.V., as operator of the Euroclear System, Clearstream International
and/or any other relevant clearing system.
We
will make payment of principal of, premium, if any, and any interest on global
securities to the depositary or its nominee, as the case may be, as the
registered owner or the holder of the global security. None of us, the trustee,
any paying agent or the securities registrar for those debt securities will
have any responsibility or liability for any aspect of the records relating to,
or payments made on account of, beneficial ownership interests in a global
security or for maintaining, supervising or reviewing any records relating to
those beneficial ownership interests. (Sec. 3.09).
We
expect that the depositary for a permanent global security, upon receipt of any
payment in respect of a permanent global security, will immediately credit
participants accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of that global security
as shown on the records of the depositary. We also expect that payments by
participants to owners of beneficial interests in the global security held
through those participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts
of customers in bearer form or registered in street name, and will be the
responsibility of those participants.
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We may
at any time and in our sole discretion determine not to have any debt
securities represented by one or more global securities. In such event, we will
issue debt securities in definitive form in exchange for all of the global
securities representing such debt securities. (Sec. 3.05).
If set
forth in the applicable prospectus supplement, an owner of a beneficial
interest in a global security may, on terms acceptable to us and the
depositary, receive debt securities of that series in definitive form. In that
event, an owner of a beneficial interest in a global security will be entitled
to physical delivery in definitive form of debt securities of the series represented
by that global security equal in principal amount to that beneficial interest
and to have those debt securities registered in its name.
Registered and Bearer Securities
Registered
securities may be exchangeable for other debt securities of the same series,
registered in the same name, for the same aggregate principal amount in
authorized denominations and will be transferable at any time or from time to
time at the office of the trustee. The holder will not pay a service charge for
any such exchange or transfer except for any tax or governmental charge
incidental thereto. (Sec. 3.05). If permitted by applicable laws and
regulations, the prospectus supplement will describe the terms upon which
registered securities may be exchanged for bearer securities of the series. If
any bearer securities are issued, any restrictions applicable to the offer,
sale or delivery of bearer securities and the terms upon which bearer
securities may be exchanged for registered securities of the same series will
be described in the prospectus supplement.
Payment and Paying Agents
We
will pay interest to the person listed in the trustees records at the close of
business on a particular day in advance of each due date for interest, even if
that person no longer owns the debt security on the interest due date. Except
as otherwise may be stated in the prospectus supplement, the record date will
be the last day of the calendar month preceding an interest due date if such
interest due date is the fifteenth day of the calendar month and will be the
fifteenth day of the calendar month preceding an interest due date if such
interest due date is the first day of the calendar month. (Section 3.08)
Holders buying and selling debt securities must work out between them how to
compensate for the fact that we will pay all the interest for an interest
period to the one who is the registered holder on the regular record date. The
most common manner is to adjust the sale price of the securities to pro-rate
interest fairly between buyer and seller. This prorated interest amount is
called accrued interest.
We
will pay interest, principal and any other money due on the debt securities at
the corporate trust office of the trustee. That office is currently located at
60 Livingston Avenue, St. Paul, Minnesota 55107. Holders must make arrangements
to have their payments picked up at or wired from that office. We may also
choose to pay interest by mailing checks.
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BOOK-ENTRY
AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS, BROKERS OR OTHER
FINANCIAL INSTITUTIONS FOR INFORMATION ON HOW THEY WILL RECEIVE PAYMENTS.
We may
also arrange for additional payment offices and may cancel or change these
offices, including our use of the trustees corporate trust office. These
offices are called paying agents. We may also choose to act as our own paying
agent or choose one of our subsidiaries to do so. We must notify the trustee of
any changes in the paying agents for any particular series of debt securities.
(Section 12.02)
Notices
We and
the trustee will send notices regarding the debt securities only to holders,
using their addresses as listed in the trustees records. (Section 1.06)
With respect to who is a legal holder for this purpose, see Legal Ownership
and Book-Entry Issuance.
Regardless
of who acts as paying agent, all money paid by us to a paying agent that
remains unclaimed at the end of two years after the amount is due to holders
will be repaid to us. After that two-year period, holders may look to us for
payment and not to the trustee or any other paying agent. (Section 6.05)
Special Situations
Mergers and Similar Events
We are
generally permitted to consolidate or merge with another company or firm. We
are also permitted to sell or lease substantially all of our assets to another
company or firm. However, when we merge out of existence or sell or lease
substantially all of our assets, we may not take any of these actions unless
all the following conditions are met:
·
the other entity may not be organized under a foreign
countrys laws; that is, it must be organized under the laws of a state of the
United States or the District of Columbia or under federal law, and it must
agree to be legally responsible for the debt securities.
·
after giving effect to the transaction, no event of
default under the indenture, and no event that, after notice or lapse of time,
or both, would become an event of default, will have occurred and be continuing
unless the merger or other transactions would cure the default; and
·
we must have delivered certain certificates and
opinions to the trustee.
If the
conditions described above are satisfied with respect to any series of debt
securities, we will not need to obtain the approval of the holders of those
debt securities in order to merge or consolidate or to sell our assets. Also,
these conditions will apply only if we wish to merge or consolidate with
another entity or sell substantially all of our assets to another entity. We
will not need to satisfy these conditions if we enter into other types of
transactions, including any transaction in which we acquire the stock or assets
of
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another entity, any
transaction that involves a change of control but in which we do not merge or
consolidate, any transaction in which we sell less than substantially all of
our assets and any merger or consolidation in which we are the surviving
corporation. (Sec. 10.01). It is possible that this type of transaction may
result in a reduction in our credit rating, may reduce our operating results or
may impair our financial condition. Holders of our debt securities, however,
will have no approval right with respect to any transaction of this type.
Modification and Waiver of the Debt Securities
We may
modify or amend the indenture without the consent of the holders of any of our
outstanding debt securities for various enumerated purposes, including the
naming, by a supplemental indenture, of a trustee other than U.S. Bank National
Association, for a series of debt securities. We may modify or amend the
indenture with the consent of the holders of a majority in aggregate principal
amount of the debt securities of each series affected by the modification or
amendment. However, no such modification or amendment may, without the consent
of the holder of each affected debt security:
·
modify the terms of payment of principal, premium or
interest; or
·
reduce the stated percentage of holders of debt
securities necessary to modify or amend the indenture or waive our compliance
with certain provisions of the indenture and certain defaults thereunder; or
·
modify the subordination provisions of the senior
subordinated debt indenture or the junior subordinated debt indenture in a
manner adverse to such holders.
Subordination Provisions
Holders
of subordinated debt securities should recognize that contractual provisions in
the senior subordinated debt indenture and in the junior subordinated debt
indenture may prohibit us from making payments on those securities. Senior
subordinated debt securities are subordinate and junior in right of payment, to
the extent and in the manner stated in the senior subordinated debt indenture
or any supplement thereto to all of our senior indebtedness, as defined in the
senior subordinated debt indenture, including all debt securities we have
issued and will issue under the senior debt indenture. Junior subordinated debt
securities are subordinate and junior in right of payment, to the extent and in
the manner stated in the junior subordinated debt indenture or any supplement
thereto, to all of our senior indebtedness, as defined in the junior subordinated
debt indenture, including all debt securities we have issued and will issue
under the senior debt indenture or any supplement thereto and under the senior
subordinated debt indenture or any supplement thereto.
Unless
otherwise indicated in the applicable prospectus supplement, the senior
subordinated and junior subordinated indentures define the term senior
indebtedness with respect to each respective series of senior subordinated and
junior subordinated debt securities, to mean the principal, premium, if any,
and interest on all indebtedness and obligations of, or guaranteed or assumed
by Ameriprise, whether outstanding on the date of the issuance of subordinated
debt securities or thereafter created, incurred, assumed or guaranteed and all
amendments, modifications, renewals, extensions, deferrals and refundings of
any such indebtedness unless the instrument creating such indebtedness or
obligations provides that they are subordinated or are not superior in right of
payment to the subordinated debt securities. In the case of the junior
subordinated indenture, unless otherwise indicated in the applicable prospectus
supplement, senior indebtedness also includes all subordinated debt securities
issued under the senior subordinated indenture. Unless otherwise indicated in
the applicable prospectus supplement, notwithstanding anything to the contrary
in the foregoing, senior indebtedness will not include (A) any obligation
of Ameriprise to any of its subsidiaries, (B) any liability for Federal,
state, local or other taxes owed or owing by Ameriprise or its subsidiaries, (C) any
accounts payable or other liability to trade creditors (including guarantees
thereof or instruments evidencing such liabilities), or (D) any
obligations with respect to any capital stock of Ameriprise.
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Unless
otherwise indicated in the applicable prospectus supplement, Ameriprise may not
pay principal of, premium, if any, or interest on any subordinated debt
securities or defease, purchase, redeem or otherwise retire such securities if:
·
a default in the payment of any principal, or premium,
if any, or interest on any senior indebtedness, occurs and is continuing or any
other amount owing in respect of any senior indebtedness is not paid when due;
or
·
any other default occurs with respect to any senior
indebtedness and the maturity of such senior indebtedness is accelerated in
accordance with its terms,
unless and until such
default in payment or event of default has been cured or waived and any such
acceleration is rescinded or such senior indebtedness has been paid in full in
cash. Unless otherwise indicated in the applicable prospectus supplement, the
foregoing limitations will also apply to payments in respect of the junior
subordinated debt securities in the case of an event of default under the
senior subordinated indebtedness.
If
there is any payment or distribution of the assets of Ameriprise to creditors
upon a total or partial liquidation or a total or partial dissolution or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding,
holders of all present and future senior indebtedness (which will include interest
accruing after, or which would accrue but for, the commencement of any
bankruptcy, reorganization, insolvency, receivership or similar proceeding) are
entitled to receive payment in full before any payment or distribution, whether
in cash, securities or other property, in respect of the subordinated
indebtedness. In addition, unless otherwise indicated in the applicable
prospectus supplement, in any such event, payments or distributions which would
otherwise be made on subordinated or junior subordinated debt securities will
generally be paid to the holders of senior indebtedness, or their
representatives, in accordance with the priorities existing among these
creditors at that time until the senior indebtedness is paid in full.
After
payment in full of all present and future senior indebtedness, holders of
subordinated debt securities will be subrogated to the rights of any holders of
senior indebtedness to receive any further payments or distributions that are
applicable to the senior indebtedness until all the subordinated debt
securities are paid in full. The senior subordinated and junior subordinated
indentures provide that the foregoing subordination provisions may not be
changed in a manner which would be adverse to the holders of senior indebtedness
without the consent of the holders of such senior indebtedness.
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The
prospectus supplement delivered in connection with the offering of a series of
senior subordinated or junior subordinated debt securities will set forth a
more detailed description of the subordination provisions applicable to any
such debt securities.
If the
trustee under the subordinated debt indenture or any holders of the
subordinated debt securities receive any payment or distribution that is
prohibited under the subordination provisions, then the trustee or the holders
will have to repay that money to the holders of the senior indebtedness.
Even
if the subordination provisions prevent us from making any payment when due on
the subordinated debt securities of any series, we will be in default on our
obligations under that series if we do not make the payment when due. This
means that the trustee under the subordinated debt indenture and the holders of
that series can take action against us, but they will not receive any money
until the claims of the holders of senior indebtedness have been fully
satisfied.
Defeasance
The
indenture permits us to be discharged from our obligations under the indenture
and the debt securities if we comply with the following procedures. This
discharge from our obligations is referred to in this prospectus as defeasance.
(Sec. 6.02).
Unless
the applicable prospectus supplement states otherwise, if we deposit with the
trustee sufficient cash and/or U.S. government securities to pay and discharge
the principal and premium, if any, and interest, if any, to the date of
maturity of that series of debt securities, then from and after the
ninety-first day following such deposit:
·
we will be deemed to have paid and discharged the
entire indebtedness on the debt securities of that series, and
·
our obligations under the indenture with respect to
the debt securities of that series will cease to be in effect.
Following
defeasance, holders of the applicable debt securities would be able to look
only to the defeasance trust for payment of principal and premium, if any, and
interest, if any, on their debt securities.
Defeasance
may be treated as a taxable exchange of the related debt securities for
obligations of the trust or a direct interest in the money or U.S. government
securities held in the trust. In that case, holders of debt securities would
recognize gain or loss as if the trust obligations or the money or U.S.
government securities held in the trust, as the case may be, had actually been
received by the holders in exchange for their debt securities. Holders
thereafter might be required to include as income a different amount of income
than in the absence of defeasance. We urge prospective investors to consult
their own tax advisors as to the specific tax consequences of defeasance.
14
Events Of Default
The
indenture provides holders of debt securities with remedies if we fail to
perform specific obligations, such as making payments on the debt securities.
You should review these provisions carefully in order to understand what
constitutes an event of default under the indenture.
Unless
stated otherwise in the prospectus supplement, an event of default with respect
to any series of debt securities under the indenture will be:
·
default in the payment of the principal of, or
premium, if any, on any debt security of such series at its maturity;
·
default in making a sinking fund payment, if any, on
any debt security of such series when due and payable;
·
default for 30 days in the payment of any installment
of interest on any debt security of such series;
·
default for 90 days after written notice in the
observance or performance of any other covenant in the indenture;
·
certain events of bankruptcy, insolvency or
reorganization, or court appointment of a receiver, liquidator or trustee for
us or our property;
·
any other event of default provided in or pursuant to
the applicable resolution of our Board of Directors or supplemental indenture
under which such series of debt securities is issued. (Sec. 7.01).
The
trustee may withhold notice to the holders of any series of debt securities of
any default with respect to such series, except in the payment of principal,
premium or interest or in the payment of any sinking fund installment or
analogous obligation, if it considers such withholding of notice in the
interest of such holders. (Sec. 8.02).
If an
event of default with respect to any series of debt securities has occurred and
is continuing, the trustee or the holders of not less than 25% in aggregate
principal amount of the debt securities of that series may declare the
principal of all the debt securities of such series to be due and payable
immediately. (Sec. 7.02).
The
indenture contains a provision entitling the trustee to be indemnified by the
holders before proceeding to exercise any right or power under the indenture at
the request of any such holders. (Sec. 8.03). The indenture provides that the
holders of a majority in aggregate principal amount of the outstanding debt
securities of any series may direct the time, method and place of conducting
any proceeding for any remedy available to the trustee or exercising any trust
or power conferred upon the trustee, with respect to the debt securities of
such series. (Sec. 7.12). The right of a holder to institute a proceeding with
respect to the indenture is subject to certain conditions precedent, including
notice and indemnity to the trustee. However, the holder has an absolute right
to the receipt of principal of, premium, if any, and interest, if any, on the
debt securities of any series on the respective stated maturities, as defined
in the indenture, and to institute suit for the enforcement of these rights.
(Sec. 7.07 and Sec. 7.08).
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The
holders of not less than a majority in aggregate principal amount of the
outstanding debt securities of any series may on behalf of the holders of all
the debt securities of such series waive any past defaults. Each holder of a
debt security affected by a default must consent to a waiver of:
·
a default in payment of the principal of or premium,
if any, or interest, if any, on any debt security of such series;
·
a default in the payment of any sinking fund
installment or analogous obligation with respect to the debt securities of such
series; and
·
a default in respect of a covenant or provision of the
indenture that cannot be amended or modified without the consent of the holder
of each outstanding debt security affected. (Sec. 7.13).
We
will furnish to the trustee annual statements as to the fulfillment of our
obligations under the indenture. (Sec. 9.04 and Sec. 12.05).
Our Relationship with the Trustee
Affiliates
of U.S. Bank National Association, the current trustee under the indentures,
may provide banking and corporate trust services to us and extend credit to us
and many of our subsidiaries worldwide. The trustee may act as a depository of
our funds and hold our common shares for the benefit of its customers,
including customers over whose accounts the trustee has discretionary
authority. If a bank or trust company other than U.S. Bank National Association
is to act as trustee for a series of senior, senior subordinated or junior
subordinated debt securities, the applicable prospectus supplement will provide
information concerning that other trustee.
DESCRIPTION OF WARRANTS WE MAY OFFER
References
to Ameriprise, us, we or our in this section mean Ameriprise Financial, Inc.,
and do not include the consolidated subsidiaries of Ameriprise Financial, Inc.
We may
issue warrants to purchase debt securities, preferred stock, common stock or
securities of third parties or other rights, including rights to receive
payment in cash or securities based on the value, rate or price of one or more
specified commodities, currencies, securities or indices, or any combination of
the foregoing. Warrants may be issued by us independently or together with any
other securities and may be attached or separate from such securities. We may
issue each series of warrants under a separate warrant agreement to be entered
into between us and a warrant agent. If we designate a warrant agent, such
warrant agent will act solely as our agent in connection with the warrants of
such series and will not assume any obligation or relationship of agency for or
with holders or beneficial owners of warrants.
The
following outlines some of the general terms and provisions of the warrants.
Further terms of the warrants and the applicable warrant agreement will be
stated in the applicable prospectus supplement. The following description and
any description of the warrants in a prospectus supplement may not be complete
and each is subject to and qualified in its entirety by reference to the terms
and provisions of the relevant warrant agreement.
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The
applicable prospectus supplement will describe the terms of any warrants that
we may offer, including the following:
·
the title of the warrants;
·
the total number of warrants;
·
the price or prices at which the warrants will be issued;
·
if applicable, the currency or currencies investors
may use to pay for the warrants;
·
the securities or other rights, including
rights to receive payment in cash or securities based on the value, rate or
price of one or more specified commodities, currencies, securities or indices,
or any combination of the foregoing, to be delivered to warrantholders upon
exercise of the warrants;
·
if applicable, the price at which and the currency or
currencies, including composite currencies, in which investors may purchase the
underlying securities or other rights purchasable upon exercise of the
warrants;
·
the date on which the right to exercise
the warrants will commence and the date on which the right will expire;
·
whether the warrants will be issued in registered form
or bearer form;
·
information with respect to book-entry
procedures, if any;
·
if applicable, the minimum or maximum amount of
warrants which may be exercised at any one time;
·
if applicable, the designation and terms of the
underlying securities with which the warrants are issued and the number of
warrants issued with each underlying security;
·
if applicable, the date on and after which the
warrants and the related underlying securities will be separately transferable;
·
if applicable, a discussion of material United States
federal income tax considerations;
·
the identity of the warrant agent, if any;
·
the procedures and conditions relating to the exercise
of the warrants; and
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·
any other terms of the warrants, including terms,
procedures and limitations relating to the exchange and exercise of the
warrants.
No
warrant agreement will be qualified as an indenture, and no warrant agent will
be required to qualify as a trustee, under the Trust Indenture Act. Therefore,
holders of warrants issued under a warrant agreement will not have the
protection of the Trust Indenture Act with respect to their warrants.
DESCRIPTION OF PURCHASE CONTRACTS WE MAY OFFER
References
to Ameriprise, us, we or our in this section mean Ameriprise Financial, Inc.,
and do not include the consolidated subsidiaries of Ameriprise Financial, Inc.
We may
issue purchase contracts for the purchase or sale of:
·
shares of our common stock or preferred stock or our
debt securities, or debt or equity securities of third parties, a basket of
such securities, an index or indices of such securities or any combination of
the above as specified in the applicable prospectus supplement;
·
currencies; or
·
commodities.
Each purchase contract
will entitle the holder thereof to purchase or sell, and obligate us to sell or
purchase, on specified dates, such securities, currencies or commodities at a
specified purchase price, which may be based on a formula, all as set forth in
the applicable prospectus supplement.
The
applicable prospectus supplement may contain, where applicable, the following
information about the purchase contracts issued under it:
·
whether the purchase contracts obligate the holder to
purchase or sell, or both purchase and sell, securities, currencies or
commodities, as applicable, and the nature and amount of each of those
securities, currencies or commodities, or the method of determining those
amounts;
·
whether the purchase contracts are to be prepaid and
whether holders thereof are required to secure their obligations in a specified
manner;
·
whether we may satisfy our obligations, if any, with
respect to any purchase contract by delivering the cash value of such purchase
contract or the cash value of the property otherwise deliverable or, in the
case of purchase contracts on underlying currencies, by delivering the
underlying currencies;
·
the methods by which the holders may purchase or sell
such securities, currencies or commodities;
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·
whether the purchase contracts requires us to make
periodic payments to the holders thereof or vice versa, which payments may be
deferred to the extent set forth in the applicable prospectus supplement, and
whether those payments may be unsecured or prefunded on some basis;
·
any acceleration, cancellation, termination or other
provisions relating to the settlement of the purchase contracts; and
·
whether the purchase contracts will be issued in fully
registered or global form.
The applicable
prospectus supplement will describe the terms of any purchase contracts. The
preceding description and any description of purchase contracts in the
applicable prospectus supplement do not purport to be complete and are subject
to and qualified in their entirety by
reference to the purchase contract agreement and, if applicable, collateral
arrangements and depository arrangements relating to such purchase contracts.
DESCRIPTION OF UNITS WE MAY OFFER
References to Ameriprise,
us, we or our in this section mean Ameriprise Financial, Inc., and
do not include the consolidated subsidiaries of Ameriprise Financial, Inc.
We may issue units
comprised of one or more of the other securities described in this prospectus
in any combination. Each unit will be issued so that the holder of the unit is
also the holder of each security included in the unit. Thus, the holder of a
unit will have the rights and obligations of a holder of each included
security. The unit agreement under which a unit is issued may provide that the
securities included in the unit may not be held or transferred separately, at
any time or at any time before a specified date.
The applicable
prospectus supplement may describe:
·
the designation and terms of the units and of the
securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately;
·
any provisions for the issuance, payment, settlement,
transfer or exchange of the units, any unit agreement governing the units or of
the securities comprising the units; and
·
whether the units will be issued in fully registered
or global form.
The applicable
prospectus supplement will describe the terms of any units. The preceding
description and any description of units in the applicable prospectus
supplement do not purport to be complete and are subject to and qualified in
their entirety by reference to the unit agreement and, if applicable,
collateral arrangements and depositary arrangements relating to such units.
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DESCRIPTION OF PREFERRED
STOCK WE MAY OFFER
In this section,
references to holders mean those who own shares of preferred stock or
depositary shares, as the case may be, registered in their own names, on the
books that the registrar or we maintain for this purpose, and not those who own
beneficial interests in shares registered in street name or in shares issued in
book-entry form through one or more depositaries. When we refer to you in
this section, we mean all purchasers of the securities being offered by this
prospectus, whether they are the holders or only indirect owners of those
securities. Owners of beneficial interests in shares of preferred stock or
depositary shares should read the section below entitled Legal Ownership and
Book-Entry Issuance.
General
We may issue
preferred stock in one or more series. We may also reopen a previously issued
series of preferred stock and issue additional preferred stock of that series.
In addition, we may issue preferred stock together with other preferred stock,
debt securities, warrants, purchase contracts and common stock in the form of
units as described above under Description of Units We May Offer. This
section summarizes terms of the preferred stock that apply generally to all
series. The description of most of the financial and other specific terms of
your series will be in your prospectus supplement. Those terms may vary from
the terms described here.
Because this
section is a summary, it does not describe every aspect of the preferred stock
and any related depositary shares. As you read this section, please remember
that the specific terms of your series of preferred stock and any related
depositary shares as described in your prospectus supplement will supplement
and, if applicable, may modify or replace the general terms described in this
section. If there are differences between your prospectus supplement and this
prospectus, your prospectus supplement will control. Thus, the statements we
make in this section may not apply to your series of preferred stock or any
related depositary shares.
Reference to a
series of preferred stock means all of the shares of preferred stock issued as
part of the same series under a certificate of designations forming part of our
restated certificate of incorporation. Reference to your prospectus supplement
means the prospectus supplement describing the specific terms of the preferred
stock and any related depositary shares you purchase. The terms used in your
prospectus supplement will have the meanings described in this prospectus,
unless otherwise specified.
Our authorized
capital stock includes 25,000,000 shares of preferred stock, par value $.01 per
share. The preferred stock will be governed by Delaware law. We do not have any
preferred stock outstanding as of the date of this prospectus. The prospectus
supplement with respect to any offered preferred stock will describe any
preferred stock that may be outstanding as of the date of the prospectus
supplement.
Preferred Stock Issued in Separate Series
The authorized but
unissued shares of preferred stock are available for issuance from time to time
at the discretion of our board of directors without the need for shareholder
approval. Our board of directors is authorized to divide the preferred stock
into series and, with respect to each series, to determine the designations,
the powers, preferences and rights and the qualifications, limitations and
restrictions of the series, including:
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·
dividend rights;
·
conversion or exchange rights;
·
voting rights;
·
redemption rights and terms;
·
liquidation preferences;
·
sinking fund provisions;
·
the serial designation of the series; and
·
the number of shares constituting the series.
In addition, as
described below under Fractional or Multiple Shares of Preferred Stock
Issued as Depositary Shares, we may, at our option, instead of offering whole
individual shares of any series of preferred stock, offer fractional shares of
such series. In connection with the offering of fractional shares, we may offer
depositary shares evidenced by depositary receipts, each representing a
fraction of a share or some multiple of shares of the particular series of
preferred stock issued and deposited with a depositary. The fraction of a share
or multiple of shares of preferred stock which each depositary share represents
will be stated in the prospectus supplement relating to any series of preferred
stock offered through depositary shares.
The rights of
holders of preferred stock may be adversely affected by the rights of holders
of preferred stock that may be issued in the future. Our board of directors may
cause shares of preferred stock to be issued in public or private transactions
for any proper corporate purpose. Examples of proper corporate purposes include
issuances to obtain additional financing for acquisitions and issuances to
officers, directors and employees under their respective benefit plans. Our
issuance of shares of preferred stock may have the effect of discouraging or
making more difficult an acquisition.
Preferred stock
will be fully paid and nonassessable when issued, which means that our holders
will have paid their purchase price in full and that we may not ask them to
surrender additional funds. Unless otherwise provided in your prospectus
supplement, holders of preferred stock will not have preemptive or subscription
rights to acquire more stock of Ameriprise.
The transfer
agent, registrar, dividend disbursing agent and redemption agent for shares of
each series of preferred stock will be named in the prospectus supplement
relating to that series.
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Form of Preferred Stock and Depositary Shares
We may issue
preferred stock in book-entry form. Preferred stock in book-entry form will be
represented by a global security registered in the name of a depositary, which
will be the holder of all the shares of preferred stock represented by the
global security. Those who own beneficial interests in shares of preferred
stock will do so through participants in the depositarys system, and the
rights of these indirect owners will be governed solely by the applicable
procedures of the depositary and its participants. However, beneficial owners
of any preferred stock in book-entry form will have the right to obtain their
share in non-global form. We describe book-entry securities below under Legal
Ownership and Book-Entry Issuance. All preferred stock will be issued in
registered form.
We will issue
depositary shares in book-entry form, to the same extent as we describe above
for preferred stock. All depositary shares will be issued in registered form.
Overview of Remainder of
this Description
The remainder of
this description summarizes:
·
Preferred
Stockholders Rights
relative to common stockholders, such as the right of preferred
stockholders to receive dividends and amounts on our liquidation, dissolution
or winding-up before any such amounts may be paid to our common shareholders;
·
Our ability to issue
Fractional or Multiple Shares of Preferred Stock in the
Form of Depositary Shares
; and
·
Various provisions of the
Deposit Agreement
,
including how distributions are made, how holders vote their depositary shares
and how we may amend the Deposit Agreement.
Preferred Stockholders
Rights
Rank
Shares of each
series of preferred stock will rank senior to our common stock with respect to
dividends and distributions of assets. However, we will generally be able to
pay dividends and distributions of assets to holders of our preferred stock
only if we have satisfied our obligations on our indebtedness then due and
payable.
Dividends
Holders of each
series of preferred stock will be entitled to receive cash dividends when, as
and if declared by our board of directors, from funds legally available for the
payment of dividends. The rates and dates of payment of dividends for each series
of preferred stock will be stated in your prospectus supplement. Dividends will
be payable to holders of record of preferred stock as they appear on our books
on the record dates fixed by our board of directors.
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Dividends on any series
of preferred stock may be cumulative or noncumulative, as set forth in the
prospectus supplement.
Redemption
If specified in
your prospectus supplement, a series of preferred stock may be redeemable at
any time, in whole or in part, at our option or the holders, and may be
redeemed mandatorily.
Any restriction on
the repurchase or redemption by us of our preferred stock while there is an
arrearage in the payment of dividends will be described in your prospectus
supplement.
Any partial
redemptions of preferred stock will be made in a way that our board of
directors decides is equitable.
Unless we default
in the payment of the redemption price, dividends will cease to accrue after
the redemption date on shares of preferred stock called for redemption and all
rights of holders of these shares, including voting rights, will terminate
except for the right to receive the redemption price.
Conversion or Exchange Rights
Our prospectus
supplement relating to any series of preferred stock that is convertible,
exercisable or exchangeable will state the terms on which shares of that series
are convertible into or exercisable or exchangeable for shares of common stock,
another series of preferred stock or other securities or debt or equity
securities of third parties.
Liquidation Preference
Upon any voluntary
or involuntary liquidation, dissolution or winding up of Ameriprise, holders of
each series of preferred stock will be entitled to receive distributions upon
liquidation in the amount described in your prospectus supplement, plus an
amount equal to any accrued and unpaid dividends. These distributions will be
made before any distribution is made on our common stock. If the liquidation
amounts payable relating to the preferred stock of any series and any other
parity securities ranking on a parity regarding liquidation rights are not paid
in full, the holders of the preferred stock of that series and the other parity
securities will share in any distribution of our available assets on a ratable
basis in proportion to the full liquidation preferences of each security.
Holders of our preferred stock will not be entitled to any other amounts from
us after they have received their full liquidation preference and accrued and
unpaid dividends.
Voting Rights
The holders of
preferred stock of each series will have no voting rights, except:
·
as stated in the prospectus supplement and in the
certificate of designations establishing the series; or
·
as required by applicable law.
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Fractional or Multiple
Shares of Preferred Stock Issued as Depositary Shares
We may choose to
offer fractional shares or some multiple of shares of our preferred stock,
rather than whole individual shares. If we decide to do so, we may issue the
preferred stock in the form of depositary shares. Each depositary share would
represent a fraction or multiple of a share of the preferred stock and would be
evidenced by a depositary receipt.
DEPOSIT AGREEMENT
We will deposit
the shares of preferred stock to be represented by depositary shares under a
deposit agreement. The parties to the deposit agreement will be:
·
Ameriprise;
·
a bank or other financial institution selected by us
and named in the prospectus supplement, as preferred stock depositary; and
·
the holders from time to time of depositary receipts
issued under that deposit agreement.
Each holder of a
depositary share will be entitled to all the rights and preferences of the
underlying preferred stock, including, where applicable, dividend, voting,
redemption, conversion and liquidation rights, in proportion to the applicable
fraction or multiple of a share of preferred stock represented by the
depositary share. The depositary shares will be evidenced by depositary receipts
issued under the deposit agreement. The depositary receipts will be distributed
to those persons purchasing the fractional or multiple shares of preferred
stock. A depositary receipt may evidence any number of whole depositary shares.
We will file the
deposit agreement, including the form of depositary receipt, with the SEC,
either as an exhibit to an amendment to the registration statement of which
this prospectus forms a part or as an exhibit to a current report on Form 8-K.
See Where You Can Find More Information below for information on how to
obtain a copy of the form of deposit agreement.
Dividends and Other Distributions
The preferred
stock depositary will distribute any cash dividends or other cash distributions
received in respect of the deposited preferred stock to the record holders of
depositary shares relating to the underlying preferred stock in proportion to
the number of depositary shares owned by the holders. The preferred stock
depositary will distribute any property received by it other than cash to the
record holders of depositary shares entitled to those distributions, unless it
determines that the distribution cannot be made proportionally among those
holders or that it is not feasible to make a distribution. In that event, the
preferred stock depositary may, with our approval, sell the property and
distribute the net proceeds from the sale to the holders of the depositary
shares in proportion to the number of depositary shares they own.
The amounts
distributed to holders of depositary shares will be reduced by any amounts
required to be withheld by the preferred stock depositary or by us on account
of taxes or other governmental charges.
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Redemption of Preferred Stock
If we redeem
preferred stock represented by depositary shares, the preferred stock
depositary will redeem the depositary shares from the proceeds it receives from
the redemption. The preferred stock depositary will redeem the depositary
shares at a price per share equal to the applicable fraction or multiple of the
redemption price per share of preferred stock. Whenever we redeem shares of
preferred stock held by the preferred stock depositary, the preferred stock
depositary will redeem as of the same date the number of depositary shares
representing the redeemed shares of preferred stock. If fewer than all the
depositary shares are to be redeemed, the preferred stock depositary will
select the depositary shares to be redeemed by lot or ratably or by any other
equitable method it chooses.
After the date
fixed for redemption, the depositary shares called for redemption will no
longer be deemed to be outstanding, and all rights of the holders of those
shares will cease, including voting rights, except the right to receive the
amount payable and any other property to which the holders were entitled upon
the redemption. To receive this amount or other property, the holders must
surrender the depositary receipts evidencing their depositary shares to the
preferred stock depositary. Any funds that we deposit with the preferred stock
depositary for any depositary shares that the holders fail to redeem will be
returned to us after a period of two years from the date we deposit the funds.
Withdrawal of Preferred Stock
Unless the related
depositary shares have previously been called for redemption, any holder of
depositary shares may receive the number of whole shares of the related series
of preferred stock and any money or other property represented by those
depositary receipts after surrendering the depositary receipts at the corporate
trust office of the preferred stock depositary, paying any taxes, charges and
fees provided for in the deposit agreement and complying with any other
requirement of the deposit agreement. Holders of depositary shares making these
withdrawals will be entitled to receive whole shares of preferred stock, but
holders of whole shares of preferred stock will not be entitled to deposit that
preferred stock under the deposit agreement or to receive depositary receipts
for that preferred stock after withdrawal. If the depositary shares surrendered
by the holder in connection with withdrawal exceed the number of depositary
shares that represent the number of whole shares of preferred stock to be
withdrawn, the preferred stock depositary will deliver to that holder at the
same time a new depositary receipt evidencing the excess number of depositary
shares.
Voting Deposited Preferred Stock
When the preferred
stock depositary receives notice of any meeting at which the holders of any
series of deposited preferred stock are entitled to vote, the preferred stock
depositary will mail the information contained in the notice to the record
holders of the depositary shares relating to the applicable series of preferred
stock. Each record holder of the depositary shares on the record date, which
will be the same date as the record date for the preferred stock, may instruct
the preferred stock depositary to vote the amount of the preferred stock
represented by the holders depositary shares. To the extent possible, the
preferred stock depositary will vote the amount of the series of preferred
stock represented by depositary shares in accordance with the instructions it
receives. We will agree to take all reasonable actions that the preferred stock
depositary determines are necessary to enable the preferred stock depositary to
vote as instructed. If the preferred stock depositary does not receive specific
instructions from the holders of any depositary shares representing a series of
preferred stock, the preferred stock depositary will vote all shares of that
series in proportion to the instructions received.
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Conversion of Preferred Stock
If our prospectus
supplement relating to the depositary shares says that the deposited preferred
stock is convertible into or exercisable or exchangeable for common stock,
preferred stock of another series or other securities, or debt or equity
securities of one or more third parties, our depositary shares, as such, will
not be convertible into or exercisable or exchangeable for any securities.
Rather, any holder of the depositary shares may surrender the related
depositary receipts to the preferred stock depositary with written instructions
to instruct us to cause conversion, exercise or exchange of our preferred stock
represented by the depositary shares into or for whole shares of common stock,
shares of another series of preferred stock or other securities or debt or
equity securities of the relevant third party, as applicable. Upon receipt of
those instructions and any amounts payable by the holder in connection with the
conversion, exercise or exchange, we will cause the conversion, exercise or
exchange using the same procedures as those provided for conversion, exercise
or exchange of the deposited preferred stock. If only some of the depositary
shares are to be converted, exercised or exchanged, a new depositary receipt or
receipts will be issued for any depositary shares not to be converted,
exercised or exchanged.
Amendment and Termination of the Deposit Agreement
We may amend the
form of depositary receipt evidencing the depositary shares and any provision
of the deposit agreement at any time and from time to time by agreement with
the preferred stock depositary.
However, any
amendment that imposes additional charges or materially and adversely alters
any substantial existing right of the holders of depositary shares will not be
effective unless the holders of at least a majority of the affected depositary
shares then outstanding approve the amendment. We will make no amendment that
impairs the right of any holder of depositary shares, as described above under
Withdrawal of Preferred Stock, to receive shares of the related series of
preferred stock and any money or other property represented by those depositary
shares, except in order to comply with mandatory provisions of applicable law.
Holders who retain or acquire their depositary receipts after an amendment
becomes effective will be deemed to have agreed to the amendment and will be
bound by the amended deposit agreement.
The deposit
agreement will automatically terminate if:
·
all outstanding depositary shares have been redeemed
or converted or exchanged for any other securities into which they or the
underlying preferred stock are convertible or exchangeable; or
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·
a final distribution in respect of our preferred stock
has been made to the holders of depositary shares in connection with any
liquidation, dissolution or winding up of Ameriprise.
We may terminate
the deposit agreement at any time, and the preferred stock depositary will give
notice of that termination to the recordholders of all outstanding depositary
receipts not less than 30 days before the termination date. In that event, the
preferred stock depositary will deliver or make available for delivery to
holders of depositary shares, upon surrender of the depositary receipt evidencing
the depositary shares, the number of whole or fractional shares of the related
series of preferred stock as are represented by those depositary shares.
Charges of Preferred Stock Depositary; Taxes and Other
Governmental Charges
We will pay the
fees, charges and expenses of our preferred stock depositary provided in the
deposit agreement. Holders of depositary receipts will pay any taxes and
governmental charges and any charges provided in the deposit agreement to be
payable by them, including a fee for the withdrawal of shares of preferred
stock upon surrender of depositary receipts. If the preferred stock depositary
incurs fees, charges or expenses for which it is not otherwise liable at the
election of a holder of a depositary receipt or other person, that holder or
other person will be liable for those fees, charges and expenses.
Resignation and Removal of Depositary
The preferred
stock depositary may resign at any time by giving us notice, and we may remove
or replace the preferred stock depositary at any time.
Reports to Holders
We will deliver
all required reports and communications to holders of the preferred stock to
the preferred stock depositary, who will forward those reports and
communications to the holders of depositary shares.
Limitation on Liability of the Preferred Stock Depositary
The preferred
stock depositary will not be liable if we are prevented or delayed by law or
any circumstances beyond our control in performing our obligations under the
deposit agreement. The obligations of the preferred stock depositary under the
deposit agreement will be limited to performance in good faith of its duties
under the agreement, and the preferred stock depositary will not be obligated
to prosecute or defend any legal proceeding in respect of any depositary
shares, depositary receipts or shares of preferred stock unless satisfactory
and reasonable protection from expenses and liability is furnished. This is
called an indemnity. The preferred stock depositary may rely upon written
advice of counsel or accountants, upon information provided by holders of
depositary receipts or other persons believed to be competent and upon
documents believed to be genuine.
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DESCRIPTION OF COMMON
STOCK WE MAY OFFER
Our authorized
capital stock includes 1,250,000,000 shares of common stock. As of April 30,
2009, there were 219,148,791 shares of common stock outstanding.
General
All of the
outstanding shares of our common stock are fully paid and nonassessable.
Subject to the prior rights of the holders of shares of preferred stock that
may be issued and outstanding, none of which are currently outstanding, the
holders of common stock are entitled to receive:
·
dividends when, as and if declared by our board of
directors out of funds legally available for the payment of dividends (there
are restrictions that apply under applicable insurance laws, however, to the
payment of dividends to us by our insurance subsidiaries); and
·
in the event of dissolution of Ameriprise, to share
ratably in all assets remaining after payment of liabilities and satisfaction
of the liquidation preferences, if any, of then outstanding shares of preferred
stock, as provided in our amended and restated certificate of incorporation.
Each holder of
common stock is entitled to one vote for each share held of record on all
matters presented to a vote at a shareholders meeting, including the election
of directors. Holders of common stock have no cumulative voting rights or
preemptive rights to purchase or subscribe for any additional shares of common
stock or other securities and there are no conversion rights or redemption or
sinking fund provisions with respect to the common stock. Additional authorized
shares of common stock may be issued without shareholder approval. Ameriprise
common stock is traded on the New York Stock Exchange under the trading symbol AMP.
The transfer agent for the common stock is The Bank of New York. Its address is
P. O. Box 11002, New York, NY 10286-1002.
Section 203 of the Delaware General Corporation Law
Section 203
of the Delaware General Corporation Law applies to us. In general, Section 203
prohibits a publicly held Delaware corporation from engaging in a business
combination with an interested stockholder for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed
manner. A business combination includes a merger, asset sale or a transaction
resulting in a financial benefit to the interested stockholder. An interested
stockholder is a person who, together with affiliates and associates, owns
(or, in certain cases, within the preceding three years, did own) 15% or more
of the corporations outstanding voting stock. Under Section 203, a
business combination between us and an interested stockholder is prohibited
unless it satisfies one of the following conditions:
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·
before the stockholder became an interested
stockholder, our board of directors must have approved either the business
combination or the transaction that resulted in the stockholder becoming an
interested stockholder;
·
on consummation of the transaction that resulted in
the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of our voting stock outstanding at the time the transaction
commenced, excluding, for purposes of determining the number of shares
outstanding, shares owned by persons who are directors and officers; or
·
the business combination is approved by our board of
directors and authorized at an annual or special meeting of the stockholders by
the affirmative vote of at least 66 2/3% of the outstanding voting stock which
is not owned by the interested stockholder.
LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE
In
this section, we describe special considerations that will apply to securities
issued in global i.e., book-entry form. First we describe the difference
between legal ownership and indirect ownership of securities. Then we describe
special provisions that apply to securities.
Who
is the Legal Owner of a Registered Security?
Each
debt security, warrant, purchase contract, unit, share of preferred or common
stock in registered form will be represented either by a certificate issued in
definitive form to a particular investor or by one or more global securities
representing such securities. We refer to those who have securities registered
in their own names, on the books that we or the trustee, warrant agent or other
agent maintain for this purpose, as the holders of those securities. These
persons are the legal holders of the securities. We refer to those who,
indirectly through others, own beneficial interests in securities that are not
registered in their own names as indirect owners of those securities. As we
discuss below, indirect owners are not legal holders, and investors in
securities issued in book-entry form or in street name will be indirect owners.
Book-Entry Owners
Unless
otherwise noted in your prospectus supplement, we will issue each security in
book-entry form only. This means securities will be represented by one or more
global securities registered in the name of a financial institution that holds
them as depositary on behalf of other financial institutions that participate
in the depositarys book-entry system. These participating institutions, in
turn, hold beneficial interests in the securities on behalf of themselves or
their customers.
Under
each indenture, warrant agreement, purchase contract, unit agreement or
depositary agreement, only the person in whose name a security is registered is
recognized as the holder of that security. Consequently, for securities issued
in global form, we will recognize only the depositary as the holder of the
securities and we will make all payments on the securities, including
deliveries of any property other than cash, to the depositary. The depositary passes
along the payments it receives to its participants, which in turn pass the
payments along to their customers who are the beneficial owners. The depositary
and its participants do so under agreements they have made with one another or
with their customers; they are not obligated to do so under the terms of the
securities.
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As a
result, investors will not own securities directly. Instead, they will own
beneficial interests in a global security, through a bank, broker or other
financial institution that participates in the depositarys book-entry system
or holds an interest through a participant. As long as the securities are
issued in global form, investors will be indirect owners, and not holders, of
the securities.
Street Name Owners
We may
terminate an existing global security or issue securities initially in
non-global form. In these cases, investors may choose to hold their securities
in their own names or in street name. Securities held by an investor in street
name would be registered in the name of a bank, broker or other financial
institution that the investor chooses, and the investor would hold only a
beneficial interest in those securities through an account he or she maintains
at that institution.
For
securities held in street name, we will recognize only the intermediary banks,
brokers and other financial institutions in whose names the securities are
registered as the holders of those securities and we will make all payments on
those securities, including deliveries of any property other than cash, to
them. These institutions pass along the payments they receive to their
customers who are the beneficial owners, but only because they agree to do so
in their customary agreements or because they are legally required to do so.
Investors who hold securities in street name will be indirect owners, not
holders, of those securities.
Legal Holders
Our obligations,
as well as the obligations of the trustee under any indenture and the
obligations, if any, of any warrant agents and unit agents and any other third
parties employed by us or any of those agents, run only to the holders of the
securities. We do not have obligations to investors who hold beneficial
interests in global securities, in street name or by any other indirect means.
This will be the case whether an investor chooses to be an indirect owner of a
security or has no choice because we are issuing the securities only in global
form.
For
example, once we make a payment or give a notice to the holder, we have no
further responsibility for that payment or notice even if that holder is
required, under agreements with depositary participants or customers or by law,
to pass it along to the indirect owners but does not do so. Similarly, if we
want to obtain the approval of the holders for any purpose for example, to
amend the indenture for a series of debt securities or warrants or the warrant
agreement for a series of warrants or to relieve us of the consequences of a
default or of our obligation to comply with a particular provision of an
indenture we would seek the approval only from the holders, and not the
indirect owners, of the relevant securities. Whether and how the holders
contact the indirect owners is up to the holders.
When
we refer to you in this prospectus, we mean all purchasers of the securities
being offered by this prospectus, whether they are the holders or only indirect
owners of those securities. When we refer to your securities in this
prospectus, we mean the securities in which you will hold a direct or indirect
interest.
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Special Considerations for Indirect Owners
If you
hold securities through a bank, broker or other financial institution, either
in book-entry form or in street name, you should check with your own
institution to find out:
·
how it handles securities payments and notices;
·
whether it imposes fees or charges;
·
whether and how you can instruct it to exercise any
rights or purchase or sell warrant property under a warrant or purchase
contract property under a purchase contract or to exchange or convert a
security for or into other property;
·
how it would handle a request for the holders
consent, if ever required;
·
how it would exercise rights under the securities if
there were a default or other event triggering the need for holders to act to
protect their interests; and
·
if the securities are in book-entry form, how the
depositarys rules and procedures will affect these matters.
What
is a Global Security?
Unless
otherwise noted in the applicable pricing supplement, we will issue each
security in book-entry form only. Each security issued in book-entry form will
be represented by a global security that we deposit with and register in the
name of one or more financial institutions or clearing systems, or their nominees,
which we select. A financial institution or clearing system that we select for
any security for this purpose is called the depositary for that security. A
security will usually have only one depositary but it may have more. Each
series of securities will have one or more of the following as the
depositaries:
·
The Depository Trust Company, New York, New York,
which is known as DTC;
·
Euroclear System, which is known as Euroclear;
·
Clearstream Banking, société anonyme, Luxembourg,
which is known as Clearstream; and
·
any other clearing system or financial institution
named in the prospectus supplement.
The
depositaries named above may also be participants in one anothers systems.
Thus, for example, if DTC is the depositary for a global security, investors
may hold beneficial interests in that security through Euroclear or
Clearstream, as DTC participants. The depositary or depositaries for your
securities will be named in your prospectus supplement; if none is named, the
depositary will be DTC.
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A
global security may represent one or any other number of individual securities.
Generally, all securities represented by the same global security will have the
same terms. We may, however, issue a global security that represents multiple
securities of the same kind, such as debt securities, that have different terms
and are issued at different times. This kind of global security is called a
master global security.
A
global security may not be transferred to or registered in the name of anyone
other than the depositary or its nominee, unless special termination situations
arise. We describe those situations below under Holders Option to Obtain a
Non-Global Security; Special Situations When a Global Security Will Be
Terminated. As a result of these arrangements, the depositary, or its nominee,
will be the sole registered owner and holder of all securities represented by a
global security, and investors will be permitted to own only indirect interests
in a global security. Indirect interests must be held by means of an account
with a broker, bank or other financial institution that in turn has an account
with the depositary or with another institution that does. Thus, an investor
whose security is represented by a global security will not be a holder of the
security, but only an indirect owner of an interest in the global security.
If the
prospectus supplement for a particular security indicates that the security
will be issued in global form only, then the security will be represented by a
global security at all times unless and until the global security is
terminated. We describe the situations in which this can occur below under
Holders Option to Obtain a Non-Global Security; Special Situations When a
Global Security Will Be Terminated. If termination occurs, we may issue the
securities through another book-entry clearing system or decide that the securities
may no longer be held through any book-entry clearing system.
Special Considerations for Global Securities
As an
indirect owner, an investors rights relating to a global security will be
governed by the account rules of the depositary and those of the
investors bank, broker, financial institution or other intermediary through
which it holds its interest (e.g., Euroclear or Clearstream, if DTC is the
depositary), as well as general laws relating to securities transfers. We do
not recognize this type of investor or any intermediary as a holder of
securities and instead deal only with the depositary that holds the global
security.
If
securities are issued only in the form of a global security, an investor should
be aware of the following:
·
An investor cannot cause the securities to be
registered in his or her own name, and cannot obtain non-global certificates
for his or her interest in the securities, except in the special situations we
describe below;
·
An investor will be an indirect holder and must look
to his or her own bank, broker or other financial institution for payments on
the securities and protection of his or her legal rights relating to the
securities, as we describe above under Who Is the Legal Owner of a
Registered Security?;
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·
An investor may not be able to sell interests in the
securities to some insurance companies and other institutions that are required
by law to own their securities in non-book-entry form;
·
An investor may not be able to pledge his or her
interest in a global security in circumstances where certificates representing
the securities must be delivered to the lender or other beneficiary of the
pledge in order for the pledge to be effective;
·
The depositarys policies will govern payments,
deliveries, transfers, exchanges, notices and other matters relating to an
investors interest in a global security, and those policies may change from
time to time. We, the trustee and any warrant agents and unit agents will have
no responsibility for any aspect of the depositarys policies, actions or
records of ownership interests in a global security. We, the trustee and any
warrant agents and unit agents also do not supervise the depositary in any way;
·
The depositary may require that those who purchase and
sell interests in a global security within its book-entry system use
immediately available funds and your bank, broker or other financial
institution may require you to do so as well; and
·
Financial institutions that participate in the
depositarys book-entry system and through which an investor holds its interest
in the global securities, directly or indirectly, may also have their own
policies affecting payments, deliveries, transfers, exchanges, notices and
other matters relating to the securities, and those policies may change from
time to time. For example, if you hold an interest in a global security through
Euroclear or Clearstream, when DTC is the depositary, Euroclear or Clearstream,
as applicable, may require those who purchase and sell interests in that
security through them to use immediately available funds and comply with other
policies and procedures, including deadlines for giving instructions as to
transactions that are to be effected on a particular day. There may be more
than one financial intermediary in the chain of ownership for an investor. We
do not monitor and are not responsible for the policies or actions or records
of ownership interests of any of those intermediaries.
Holders Option to Obtain a Non-Global Security; Special
Situations When a Global Security Will Be Terminated
If we
issue any series of securities in book-entry form but we choose to give the
beneficial owners of that series the right to obtain non-global securities, any
beneficial owner entitled to obtain non-global securities may do so by
following the applicable procedures of the depositary, any transfer agent or
registrar for that series and that owners bank, broker or other financial
institution through which that owner holds its beneficial interest in the
securities. If you are entitled to request a non-global certificate and wish to
do so, you will need to allow sufficient lead time to enable us or our agent to
prepare the requested certificate.
In addition,
in a few special situations described below, a global security will be
terminated and interests in it will be exchanged for certificates in non-global
form representing the securities it represented. After that exchange, the
choice of whether to hold the securities directly or in street name will be up
to the investor. Investors must consult their own banks, brokers or other
financial institutions, to find out how to have their interests in a global
security transferred on termination to their own names, so that they will be
holders. We have described the rights of holders and street name investors
above under Who Is the Legal Owner of a Registered Security?
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The
special situations for termination of a global security are as follows:
·
if the depositary notifies us that it is unwilling,
unable or no longer qualified to continue as depositary for that global
security and we do not appoint another institution to act as depositary within
60 days;
·
if we notify the trustee, warrant agent or unit agent,
as applicable, that we wish to terminate that global security; or
·
in the case of a global security representing debt
securities or warrants issued under an indenture, if an event of default has
occurred with regard to these debt securities or warrants and has not been
cured or waived.
If a
global security is terminated, only the depositary, and not we, the trustee for
any debt securities, the warrant agent for any warrants or the unit agent for
any units, is responsible for deciding the names of the institutions in whose
names the securities represented by the global security will be registered and,
therefore, who will be the holders of those securities.
Considerations
Relating to DTC
DTC
has informed us that it is a limited-purpose trust company organized under the
New York Banking Law, a banking organization within the meaning of the New
York Banking Law, a member of the Federal Reserve System, a clearing
corporation within the meaning of the New York Uniform Commercial Code and a
clearing agency registered pursuant to the provisions of Section 17A of
the Exchange Act. DTC holds securities that DTC participants deposit with DTC.
DTC also facilitates the settlement among DTC participants of securities
transactions, such as transfers and pledges in deposited securities through
electronic computerized book-entry changes in DTC participants accounts, thereby
eliminating the need for physical movement of certificates. DTC participants
include securities brokers and dealers, banks, trust companies and clearing
corporations, and may include other organizations. Indirect access to the DTC
system also is available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly. The rules applicable to DTC
and DTC participants are on file with the SEC. More information about DTC can
be found at www.dtcc.com and www.dtc.org.
Purchases
of securities within the DTC system must be made by or through DTC
participants, which will receive a credit for the securities on DTCs records.
Transfers of ownership interests in the securities are to be accomplished by
entries made on the books of participants acting on behalf of beneficial
owners.
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Redemption
notices will be sent to DTC. If less than all of the securities are being
redeemed, DTC will determine the amount of the interest of each direct
participant to be redeemed in accordance with its then current procedures.
In
instances in which a vote is required, neither DTC nor its nominee, Cede &
Co. (or any other DTC nominee), will itself consent or vote with respect to the
securities. Under its usual procedures, DTC would mail an omnibus proxy to the
relevant trustee as soon as possible after the record date. The omnibus proxy
assigns Cede & Co.s consenting or voting rights to those direct
participants to whose accounts such securities are credited on the record date
(identified in a listing attached to the omnibus proxy).
Distribution
payments on the securities will be made by the relevant trustee to DTC or its
nominee. DTCs usual practice is to credit direct participants account upon
DTCs receipt of funds and corresponding detail information, on the payable
date in accordance with their respective holdings shown on DTCs records.
Payments by participants to beneficial owners will be governed by standing
instructions and customary practices and will be the responsibility of such
participants and not of DTC, the relevant trustee or us, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of distributions to DTC is the responsibility of the relevant trustee,
and disbursements of such payments to the beneficial owners are the responsibility
of direct and indirect participants.
The
information in this section concerning DTC and DTCs book-entry system has been
obtained from sources that we believe to be accurate, but we assume no
responsibility for the accuracy thereof. We do not have any responsibility for
the performance by DTC or its participants of their respective obligations as
described herein or under the rules and procedures governing their
respective operations.
Considerations
Relating to Euroclear and Clearstream
Euroclear
and Clearstream are securities clearance systems in Europe. Both systems clear
and settle securities transactions between their participants through
electronic, book-entry delivery of securities against payment.
Euroclear
and Clearstream may be depositaries for a global security. In addition, if DTC
is the depositary for a global security, Euroclear and Clearstream may hold
interests in the global security as participants in DTC.
As
long as any global security is held by Euroclear or Clearstream, as depositary,
you may hold an interest in the global security only through an organization
that participates, directly or indirectly, in Euroclear or Clearstream. If
Euroclear or Clearstream is the depositary for a global security and there is
no depositary in the United States, you will not be able to hold interests in
that global security through any securities clearance system in the United
States.
Payments,
deliveries, transfers, exchanges, notices and other matters relating to the
securities made through Euroclear or Clearstream must comply with the rules and
procedures of those systems. Those systems could change their rules and
procedures at any time. We have no control over those systems or their
participants and we take no responsibility for their activities, Transactions
between participants in Euroclear or Clearstream, on one hand, and participants
in DTC, on the other hand, when DTC is the depositary, would also be subject to
DTCs rules and procedures.
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Special Timing Considerations Relating to Transactions in
Euroclear and Clearstream
Investors
will be able to make and receive through Euroclear and Clearstream payments,
deliveries, transfers, exchanges, notices and other transactions involving any
securities held through those systems only on days when those systems are open
for business. Those systems may not be open for business on days when banks,
brokers and other financial institutions are open for business in the United
States.
In
addition, because of time-zone differences, U.S. investors who hold their
interests in the securities through these systems and wish to transfer their
interests, or to receive or make a payment or delivery or exercise any other
right with respect to their interests, on a particular day may find that the
transaction will not be effected until the next business day in Luxembourg or
Brussels, as applicable. Thus, investors who wish to exercise rights that
expire on a particular day may need to act before the expiration date. In
addition, investors who hold their interests through both DTC and Euroclear or
Clearstream may need to make special arrangements to finance any purchases or sales
of their interests between the U.S. and European clearing systems, and those
transactions may settle later than would be the case for transactions within
one clearing system.
CONSIDERATIONS RELATING TO SECURITIES ISSUED IN BEARER
FORM
If we
issue securities in bearer, rather than registered, form, the applicable
prospectus supplement will describe all of the special terms and provisions of
debt securities in bearer form and will address the special U.S. Federal income
tax consequences of the ownership and disposition of such debt securities
(including any requirements and restrictions imposed by United States federal
tax laws), and the extent to which those special terms and provisions are
different from the terms and provisions which are described in this prospectus,
which generally apply to debt securities in registered form, and will summarize
provisions of the applicable indenture (or supplemental indenture) that relate
specifically to bearer debt securities.
PLAN OF DISTRIBUTION
Initial
Offering and Sale of Securities
We may
sell securities:
·
to or through underwriting syndicates represented by
managing underwriters;
·
through one or more underwriters without a syndicate
for them to offer and sell to the public;
·
through dealers or agents; and
·
to investors directly in negotiated sales or in
competitively bid transactions.
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Any
underwriter, agent or dealer involved in the offer and sale of any series of
the securities will be named in the prospectus supplement. One or more of our
subsidiaries may act as an underwriter or agent.
The
prospectus supplement for each series of securities will describe:
·
the terms of the offering of these securities,
including the name of the agent or the name or names of any underwriters;
·
the public offering or purchase price;
·
any discounts and commissions to be allowed or paid to
the agent or underwriters and all other items constituting underwriting
compensation;
·
any discounts and commissions to be allowed or paid to
dealers; and
·
other specific terms of the particular offering or
sale.
Only
the agents or underwriters named in a prospectus supplement are agents or
underwriters in connection with the securities being offered by that prospectus
supplement.
Underwriters,
agents and dealers may be entitled, under agreements with us and/or our
subsidiaries, to indemnification against certain civil liabilities, including
liabilities under the Securities Act of 1933 and/or to contribution by us
and/or our subsidiaries with respect to payments that the agents, dealers or
underwriters may be required to make with respect to such liabilities.
If we
use underwriters in the sale of securities, the underwriters will acquire the
securities for their own account. The underwriters may resell the securities
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Underwriters to whom securities are sold by us for public
offering and sale are obliged to purchase all of those particular securities if
any are purchased. This obligation is subject to certain conditions and may be
modified in the prospectus supplement.
If we
use dealers in the sale of securities, we will sell the securities to them as
principals. They may then resell those securities to the public at varying
prices determined by the dealers at the time of resale. The dealers
participating in any sale of the securities may be deemed to be underwriters
within the meaning of the Securities Act of 1933 with respect to any sale of
those securities.
To the
extent required, offerings of capital securities will be conducted in
compliance with Rule 5110 of the Financial Industry Regulatory Authority
(FINRA). Any subsidiary of ours that participates in a particular offering of
securities will comply with the applicable requirements of NASD Rule 2720
(and the corresponding FINRA rule, if any).
In compliance with guidelines of FINRA, the maximum commission or
discount to be received by any FINRA member or independent broker dealer in
connection with sale of the securities offered pursuant to this prospectus will
be fair and reasonable. The determination of what is fair and reasonable will
be based, among other factors, on (i) the offering proceeds, (ii) the amount of
risk assumed by the FINRA member or independent broker dealer, and (iii) the
type of securities being offered.
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Underwriters,
dealers or agents may engage in transactions with, or perform services for, us
or our affiliates in the ordinary course of business.
Market-Making
Resales by Subsidiaries
This
prospectus may be used by our subsidiaries in connection with offers and sales
of the securities in market-making transactions. In market-making transactions,
our subsidiaries may resell securities they acquire from other holders, after
the original offering and sale of the securities. Resales of this kind may
occur in the open market or may be privately negotiated, at prevailing market
prices at the time of resale or at related or negotiated prices. In these
transactions, our subsidiaries may act as principal or agent. Our subsidiaries
may receive compensation in the form of discounts and commissions from both the
purchaser and seller. Our subsidiaries may also engage in transactions of this
kind and may use this prospectus for this purpose.
Matters
Relating to Initial Offering and Market-Making Resales
Each
series of securities will be a new issue, and there will be no established
trading market for any security prior to its original issue date. We may not
list a particular series of securities on a securities exchange or quotation
system. Any underwriters to whom we sell securities for public offering may
make a market in those securities. However, no such underwriter that makes a
market is obligated to do so, and any of them may stop doing so at any time
without notice. No assurance can be given as to the liquidity or trading market
for any of the securities.
During
and after an offering through underwriters, the underwriters may purchase and
sell the securities in the open market. These transactions may include
overallotment and stabilizing transactions and purchases to cover syndicate
short positions created in connection with the offering. The underwriters may also
impose a penalty bid, whereby selling concessions allowed to syndicate members
or other broker-dealers for the offered securities sold for their account may
be reclaimed by the syndicate if such offered securities are repurchased by the
syndicate in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the offered
securities, which may be higher than the price that might otherwise prevail in
the open market. If commenced, these activities may be discontinued at any
time.
Unless
otherwise indicated in your prospectus supplement or confirmation of sale, the
purchase price of the securities will be required to be paid in immediately
available funds in New York City.
In
this prospectus, the term this offering means the initial offering of the
securities made in connection with their original issuance. This term does not
refer to any subsequent resales of securities in market-making transactions.
VALIDITY OF THE SECURITIES
John
C. Junek, Esq., our Executive Vice President and General Counsel, will
pass upon the validity of the securities for us and for any underwriters or
agents by counsel named in your prospectus supplement. Mr. Junek is
regularly employed by Ameriprise, participates in various Ameriprise employee
benefit plans under which he may receive shares of Ameriprise common stock. As
of April 30, 2009, Mr. Junek beneficially owned shares of our common
stock having a fair market value of approximately $650,000.00, vested stock
options having a value of approximately $140,000.00, and phantom share units in
our Deferred Compensation Plan and Supplemental Retirement Plan having a value
of approximately $263,000.00. In addition, Mr. Junek holds unvested
options to purchase shares of our common stock under the Ameriprise Financial
2005 Incentive Compensation Plan which are not included in his benefically
owned shares.
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EXPERTS
The
consolidated financial statements of Ameriprise Financial, Inc. appearing
in Ameriprise Financial, Inc.s Annual Report (Form 10-K) for the
year ended December 31, 2008 (including the schedule appearing therein)
and the effectiveness of Ameriprise Financial, Inc.s internal control
over financial reporting as of December 31, 2008, have been audited by
Ernst & Young LLP, independent registered public accounting firm, as
set forth in their reports thereon, included therein, and incorporated herein
by reference. Such consolidated financial statements and schedule are
incorporated herein by reference in reliance upon such reports given on the
authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We
file annual, quarterly, current reports, proxy statements and other information
with the SEC. You may read and copy any document we file at the SECs public
reference room at [100 F Street NE, Washington, D.C.] Please call the SEC at
[l-800-SEC-0330] for further information on the public reference rooms. Our SEC
filings are also available to the public from the SECs website at
http://www.sec.gov. You can also access our SEC filings through our website at
www.ameriprise.com.
The
SEC allows us to incorporate by reference the information we file with the SEC,
which means that we can disclose important information to you by referring you
to those documents. The information that we incorporate by reference is
considered to be part of this prospectus.
Information
that we file later with the SEC will automatically update and supersede this
information. This means that you must look at all of the SEC filings that we
incorporate by reference to determine if any of the statements in this
prospectus or in any documents previously incorporated by reference have been
modified or superseded. We incorporate by reference into this prospectus the
following documents:
(a)
Annual Report on Form 10-K, filed on March 2, 2009 (including our
2008 Annual Report to Shareholders and our 2009 Proxy Statement to the extent
incorporated by reference therein).
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(b)
The information contained in the section entitled Description of Capital
Stock in the Registration Statement on Form 10, as amended, filed on August 19,
2005, including any amendment or report filed for the purpose of updating such
description.
(c)
All documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the Exchange Act), before the
termination of this offering.
Nothing
in this prospectus shall be deemed to incorporate information furnished but not
filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K.
You
may request a copy of these filings and any exhibit incorporated by reference
in these filings at no cost, by writing or telephoning us at the following
address or number:
Ameriprise Financial, Inc.
243 Ameriprise Financial Center
Minneapolis, MN 55474
(612) 671-1805
Attention: Investor Relations
CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
We
have included or incorporated by reference in this prospectus statements that
may constitute forward-looking statements within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are not historical facts but instead represent
only Ameriprises belief regarding future events, many of which, by their
nature, are inherently uncertain and outside of Ameriprises control. It is
possible that Ameriprises actual results may differ, possibly materially, from
the anticipated results indicated in these forward-looking statements.
Information
regarding important factors that could cause actual results to differ, perhaps
materially, from those in Ameriprises forward-looking statements is contained
under the caption Managements Discussion and Analysis of Financial Condition
and Results of Operations Forward-Looking Statements in Ameriprises Annual
Report on Form 10-K for the year ended December 31, 2008, which is
incorporated into this prospectus by reference. See Where You Can Find More
Information above for information about how to obtain a copy of this annual
report.
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No dealer, salesperson or other person is authorized to give
any information or to represent anything not contained in this prospectus. You
must not rely on any unauthorized information or representations. This
prospectus is an offer to sell only the securities it describes, but only under
circumstances and in jurisdictions where it is lawful to do so. The information
contained in this prospectus is current only as of its date.
AMERIPRISE FINANCIAL, INC.
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PROSPECTUS
AMERIPRISE
CAPITAL TRUST I
AMERIPRISE CAPITAL TRUST II
AMERIPRISE CAPITAL TRUST III
AMERIPRISE CAPITAL TRUST IV
CAPITAL SECURITIES
guaranteed on a subordinated basis,
as described in this prospectus, by
AMERIPRISE
FINANCIAL, INC.
The Ameriprise
Capital Trusts may offer from time to time capital securities guaranteed on a
subordinated basis by Ameriprise Financial, Inc.
This prospectus
describes some of the general terms that may apply to these securities and the
general manner in which they will be offered. The specific terms of any
securities to be offered will be included in a supplement to this prospectus.
Your prospectus supplement will also describe the specific manner in which we
will offer the securities. This prospectus may not be used to sell securities
unless accompanied by a prospectus supplement.
As used in this
prospectus, except as otherwise specified, the terms Ameriprise, we, us
and our refer to Ameriprise Financial, Inc. We use the term the
Ameriprise Capital Trusts to refer to the Ameriprise Capital Trusts
throughout this prospectus.
Investing in the securities involves risks. See the section entitled
Risk Factors on page 2 and, if applicable, any risk factors described in any
accompanying prospectus supplement or in our Securities and Exchange Commission
filings that are incorporated by reference into this prospectus.
Neither the
Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
The Ameriprise
Capital Trusts may offer and sell these securities to or through one or more
underwriters, dealers and agents, or directly to purchasers, on a continuous or
delayed basis.
The date of this prospectus is May 4, 2009.
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You
should rely only on the information contained in this prospectus or any
prospectus supplement, and in other offering material, if any, or information
contained in documents which you are referred to by this prospectus or any
prospectus supplement, or in other offering material, if any. We have not
authorized anyone to provide you with different information. The Ameriprise Capital Trusts are offering to
sell the securities only in jurisdictions where offers and sales are permitted.
The information contained in this prospectus or any prospectus supplement or
other offering material is accurate only as of the date on the front of those
documents, regardless of the time of delivery of the documents or any sale of
the securities.
i
ABOUT THIS PROSPECTUS
This prospectus is
part of a registration statement that we filed with the Securities and Exchange
Commission utilizing a shelf registration process. This prospectus provides you
with a general description of the securities the Ameriprise Capital Trusts may
offer.
Each time the
Ameriprise Capital Trusts sell capital securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. In addition, we and any underwriter or agent that we may from time to
time retain may also provide other information relating to an offering, which
we refer to as other offering material. The prospectus supplement as well as
the other offering material may also add, update or change information
contained in this prospectus. You should read this prospectus, any prospectus
supplement, any applicable pricing supplement, together with additional
information described in the section entitled Where You Can Find More
Information and any other offering material Throughout this prospectus,
where we indicate that information may be supplemented in an applicable
prospectus supplement or supplements, that information may also be supplemented
in other offering material provided.
To see more
detail, you should read our registration statement and the exhibits filed with
our registration statement.
AMERIPRISE FINANCIAL,
INC.
We are a leading
financial planning and services company with more than 12,400 financial
advisors and registered representatives that provides solutions for clients
asset accumulation, income management and insurance protection needs. Our
financial advisors deliver tailored solutions to clients through a
comprehensive and personalized financial planning approach built on a long-term
relationship with a knowledgeable advisor. We specialize in meeting the
retirement-related financial needs of the mass affluent.
Our principal
executive offices are located at 55 Ameriprise Financial Center, Minneapolis,
Minnesota 55474, and our telephone number is 612-671-3131.
THE AMERIPRISE CAPITAL
TRUSTS
We, as sponsor,
created the Ameriprise Capital Trusts, each of which is a Delaware statutory
trust. Each Ameriprise Capital Trust will have a fixed term from the date it
issues the trust securities, but may terminate earlier as provided in the
applicable trust agreement. Each Ameriprise Capital Trust exists solely to:
·
issue and sell its securities;
·
use the proceeds from the sale of its securities to
purchase Ameriprises junior subordinated debentures; and
·
engage in other activities that are necessary,
convenient or incidental to the above purposes, such as registering the
transfer of its securities.
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The Ameriprise
Capital Trusts principal executive offices are located at 55 Ameriprise
Financial Center, Minneapolis, Minnesota 55474, and their telephone
number is 612-671-3131.
CONSOLIDATED RATIO OF
EARNINGS TO FIXED CHARGES
AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following
table sets forth our ratio of earnings to fixed charges for the periods
indicated:
|
|
Years Ended December 31,
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
(in millions)
|
|
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax provision (benefit), discontinued
operations and accounting change
|
|
$
|
(371
|
)
|
$
|
1,016
|
|
$
|
797
|
|
$
|
745
|
|
$
|
1,112
|
|
Interest and debt expense(1)
|
|
112
|
|
131
|
|
128
|
|
87
|
|
64
|
|
Interest portion of rental expense(2)
|
|
28
|
|
31
|
|
29
|
|
26
|
|
26
|
|
Amortization of capitalized interest
|
|
3
|
|
1
|
|
|
|
1
|
|
1
|
|
Equity method investees and minority interests
|
|
|
|
1
|
|
(1
|
)
|
|
|
(1
|
)
|
Total earnings (a)
|
|
$
|
(228
|
)
|
$
|
1,180
|
|
$
|
953
|
|
$
|
859
|
|
$
|
1,202
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
Interest and debt expense(1)
|
|
$
|
112
|
|
$
|
131
|
|
$
|
128
|
|
$
|
87
|
|
$
|
64
|
|
Interest portion of rental expense(2)
|
|
28
|
|
31
|
|
29
|
|
26
|
|
26
|
|
Capitalized interest
|
|
8
|
|
5
|
|
|
|
|
|
|
|
Total fixed charges (b)
|
|
$
|
148
|
|
$
|
167
|
|
$
|
157
|
|
$
|
113
|
|
$
|
90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of earnings to fixed charges (a/b)
|
|
NM
|
(3)
|
7.1
|
|
6.1
|
|
7.6
|
|
13.4
|
|
NM Not Meaningful.
(1)
|
|
Interest on
non-recourse debt of consolidated limited partnerships and VIEs is included
in interest and debt expense provided in the table above.
|
(2)
|
|
The interest portion of
rental expense represents one-third of rental expense relating to operating
leases.
|
(3)
|
|
Earnings were
insufficient to cover fixed charges for the year ended December 31, 2008
by $376 million primarily due to negative market impacts on Results of
Operations, including $762 million in pretax impairments on
Available-for-Sale securities.
|
Ameriprise had no
preferred stock outstanding for any period presented, and accordingly its ratio
of earnings to combined fixed charges and preferred stock dividends is the same
as its ratio of earnings to fixed charges.
RISK FACTORS
Investing in our
securities involves risk. Please
carefully consider the risk factors described in our periodic reports filed
with the Securities and Exchange Commission, which are incorporated by
reference in this prospectus, as well as any prospectus supplement relating to
a specific security. Before making any
investment decision, you should carefully consider these risks as well as other
information we include or incorporate by reference in this prospectus or in any
applicable prospectus supplement. These
risks could materially affect our business, results of operation or financial
condition and affect the value of our
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securities. You could lose all or part of your
investment. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial
may also affect our business, results of operation or financial condition.
USE OF PROCEEDS
The Ameriprise
Capital Trusts will use substantially all proceeds from the sale of trust
securities to purchase junior subordinated debentures from us. Unless otherwise
set forth in your prospectus supplement, we intend to use the net proceeds from
the sale of our junior subordinated debentures for general corporate purposes. General corporate purposes may include
repayment of debt, investments in or extensions of credit to our subsidiaries,
repurchases of common stock, capital expenditures and the financing of possible
acquisitions or business expansions. The
net proceeds from the sale of junior subordinated debentures may be invested
temporarily or applied to repay short-term obligations until they are used for
their stated purpose.
INFORMATION ABOUT THE
AMERIPRISE CAPITAL TRUSTS
The following
description summarizes the formation, purposes and material terms of each
Ameriprise Capital Trust. This description is followed by descriptions later in
this prospectus of:
·
the capital securities to be issued by each Ameriprise
Capital Trust;
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·
the junior subordinated debentures to be issued by us
to each Ameriprise Capital Trust and the junior debt indenture under which they
will be issued;
·
our subordinated guarantees for the benefit of the
holders of the capital securities; and
·
the relationship among the capital securities, the
junior subordinated debentures, the expense agreement and the subordinated
guarantees.
Formation, Purposes and Material Terms
Before the
Ameriprise Capital Trusts issue trust securities, the trust agreement for each
Ameriprise Capital Trust will be amended and restated in its entirety
substantially in the form filed as an exhibit to our registration statement.
The trust agreements will be qualified as indentures under the Trust Indenture
Act of 1939. The trust securities will be governed by Delaware law. See Where
You Can Find More Information below for information on how to obtain a copy.
Each Ameriprise
Capital Trust may offer to the public preferred securities representing
preferred beneficial interests in the applicable Ameriprise Capital Trust,
which we call capital securities. In addition to the capital securities
offered to the public, each Ameriprise Capital Trust will sell common
securities representing common ownership interests in such Ameriprise Capital
Trust to Ameriprise, which we call common securities. When we refer to trust
securities in this prospectus, we mean both the common securities and the
capital securities. See Description of Common Securities the Ameriprise
Capital Trusts May Offer and Description of Capital Securities the
Ameriprise Capital Trusts May Offer below for more information.
Because each of
the Ameriprise Capital Trusts will use the proceeds from the sale of its trust
securities to purchase Ameriprises junior subordinated debentures, our junior
subordinated debentures will be the sole assets of each Ameriprise Capital
Trust, and payments under the junior subordinated debentures owned by each
Ameriprise Capital Trust will be its sole source of revenue. Each Ameriprise
Capital Trust will use these funds to make any cash payments due to holders of
its capital securities. The junior subordinated debentures will be governed by
a document we refer to in this prospectus as the junior debt indenture. See
Description of Junior Subordinated Debentures below for more information. The
payments terms of the junior subordinated debentures will be substantially the
same as the terms of each Ameriprise Capital Trusts capital securities.
Under certain
circumstances, we may redeem the junior subordinated debentures that we sold to
an Ameriprise Capital Trust. If this happens, the Ameriprise Capital Trust will
redeem a like amount of the capital securities which it sold to the public and
the common securities which it sold to us. See Description of Capital
Securities the Ameriprise Capital Trusts May Offer Rights of Holders of
Capital Securities Redemption or Exchange for more information.
Under certain
circumstances, we may terminate an Ameriprise Capital Trust and cause the
junior subordinated debentures to be distributed to the holders of the capital
securities. If this happens, owners of the capital securities will no longer
have any interest in such Ameriprise Capital Trust and will only own the junior
subordinated debentures we issued to such Ameriprise Capital Trust.
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Administration of the Ameriprise Capital Trusts
The business and
affairs of the Ameriprise Capital Trusts will be administered by the property
trustee. Unless otherwise specified in your prospectus supplement, the property
trustee for each Ameriprise Capital Trust will be U.S. Bank National
Association. The Ameriprise Capital Trusts will each have a Delaware trustee,
as required under Delaware law, which is an entity or a natural person that is
a resident of the State of Delaware. Unless otherwise specified in your
prospectus supplement, the name and address of the Delaware trustee for each
Ameriprise Capital Trust will be U.S. Bank Trust National Association. The
Ameriprise Capital Trusts will each have three administrators. Unless otherwise
specified in your prospectus supplement, the administrators will be officers,
employees or affiliates of Ameriprise and will be named in your prospectus
supplement.
We will pay all
fees and expenses related to the organization of the Ameriprise Capital Trusts
and the offering of the trust securities. We will also pay all ongoing costs
and expenses of the Ameriprise Capital Trusts, except each trusts obligations
under the trust securities. Each Ameriprise Capital Trust will also be a party
to an expense agreement with Ameriprise. Under the terms of the expense
agreement, each Ameriprise Capital Trust will have the right to be reimbursed
by us for certain expenses on a subordinated basis.
DESCRIPTION OF COMMON
SECURITIES THE
AMERIPRISE
CAPITAL TRUSTS MAY OFFER
We will hold
directly or indirectly all of the common securities of each of the Ameriprise
Capital Trusts. Unless otherwise specified in your prospectus supplement, the
common securities will represent an aggregate liquidation amount equal to at least
3% of each Ameriprise Capital Trusts total capitalization. The capital
securities will represent the remaining percentage of each Ameriprise Capital
Trusts total capitalization. The common securities will have terms
substantially identical to, and will rank equal in priority of payment with,
the capital securities. However, if we default in payments due under the junior
subordinated debentures owned by an Ameriprise Capital Trust, then
distributions, redemption payments and liquidation distributions must be paid
to the holders of the capital securities of the applicable Ameriprise Capital
Trust before any payments are paid to the holders of the common securities of
that trust.
Only we, as direct
or indirect owner of the common securities, can remove or replace the
administrators. In addition, we can increase or decrease the number of
administrators. Also, we, as direct or indirect holder of the common
securities, will generally have the sole right to remove or replace the
property trustee and Delaware trustee. However, if we default in payments due
on the junior subordinated debentures owned by an Ameriprise Capital Trust,
then, so long as that default is continuing, the holders of a majority in
liquidation amount of the outstanding capital securities of that trust may
remove and replace the property trustee and Delaware trustee for that trust.
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DESCRIPTION OF CAPITAL
SECURITIES THE AMERIPRISE
CAPITAL
TRUSTS MAY OFFER
Each Ameriprise
Capital Trust may issue only one series of capital securities and one series of
common securities pursuant to the trust agreement for each Ameriprise Capital
Trust.
Because this section
is a summary, it does not describe every aspect of the capital securities and
the trust agreements. This summary is subject to and qualified in its entirety
by reference to all the provisions of the trust agreements, including the
definitions of certain terms, and those provisions made part of each trust
agreement by the Trust Indenture Act. A form of the trust agreement to be used
in connection with the issuance of the capital securities and a form of the
capital securities are filed as exhibits to our registration statement that
includes this prospectus. Wherever particular defined terms of a trust
agreement are referred to in this prospectus, those defined terms are
incorporated in this prospectus by reference. A copy of the form of the trust
agreement is available upon request from the property trustee of the relevant
trust.
This summary also
is subject to and qualified by reference to the description of the particular
terms of your capital securities described in your prospectus supplement. Those
terms may vary from the terms described in this prospectus. Your prospectus
supplement relating to the capital securities will be attached to the front of
this prospectus.
General
Pursuant to the
terms of the trust agreement for each Ameriprise Capital Trust, the Ameriprise
Capital Trusts will sell capital securities and common securities. The capital
securities will represent preferred undivided beneficial interests in the
assets of an Ameriprise Capital Trust and will benefit from a subordinated
guarantee executed by us for the benefit of the holders of an Ameriprise
Capital Trusts capital securities. The guarantee will be made on a
subordinated basis and will not guarantee payment of distributions or amounts
payable on redemption or liquidation of such capital securities when the
applicable Ameriprise Capital Trust does not have funds legally available to
make such payments. See Description of the Subordinated Guarantees. Once
issued, the capital securities will be deemed fully paid and non-assessable.
Each Ameriprise
Capital Trust will describe the specific terms of the capital securities it is
offering in your prospectus supplement, including:
·
the name of the trust preferred securities;
·
the dollar amount and number of trust preferred
securities issued;
·
the annual distribution rate(s), or method of
determining the rate(s), the payment date(s) and the record dates used to
determine the holders who are to receive distributions and the place(s) where
distributions and other amounts payable will be paid;
·
any provision relating to deferral of distribution
payments;
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·
the date from which distributions shall be cumulative;
·
the optional redemption provisions, if any, including
the prices, time periods and other terms and conditions for which trust
preferred securities will be purchased or redeemed, in whole or in part;
·
the terms and conditions, if any, upon which the
applicable series of debt securities may be distributed to holders of such
trust preferred securities;
·
the voting rights, if any, of holders of the trust
preferred securities;
·
any securities exchange on which the trust preferred
securities will be listed;
·
whether such trust preferred securities are to be
issued in book-entry form and represented by one or more global certificates,
and if so, the depositary for such global certificates and the specific terms
of the depositary arrangements; and
·
any other relevant rights, preferences, privileges,
limitations or restrictions of such trust preferred securities.
If indicated in
your prospectus supplement, the terms of the trust agreement for, and capital
securities offered by, an Ameriprise Capital Trust may differ from the terms
summarized in this prospectus.
Liquidation Distribution Upon Dissolution
Unless otherwise
specified in the applicable prospectus supplement, each trust declaration will
state that the related Trust shall be dissolved:
·
upon the expiration of the term of such Trust;
·
upon the bankruptcy of Ameriprise;
·
upon the filing of a certificate of dissolution or its
equivalent by Ameriprise;
·
upon the consent of at least a majority in liquidation
amount of the trust preferred securities of the related Trust to dissolve the
Trust;
·
90 days after the revocation of our charter and the
charter is not reinstated during that 90-day period;
·
upon the written direction from us to dissolve the
Trust and, after the Trust pays all amounts owed to creditors of the Trust, to
distribute the related debt securities directly to the holders of the trust
preferred and trust common securities of the applicable Trust in exchange for
those securities within 90 days after notice, as long as the property trustee
and the regular trustees receive an opinion of counsel experienced in such
matters to the effect that the holders of the trust preferred and the trust
common securities will not recognize income, gain or loss for United States
federal income tax purposes as a result of the dissolution of the Trust and the
distribution of the debt securities;
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·
upon the occurrence of adverse tax or other specified
events that cause the Trust to be dissolved, following which, after the Trust
pays all amounts owed to creditors of the Trust, the related debt securities
will be distributed directly to the holders of the trust preferred and trust
common securities of the Trust;
·
before the issuance of any securities with the consent
of all regular trustees and Ameriprise;
·
upon the redemption of all of the trust common and
trust preferred securities of such Trust; or
·
upon entry of a court order for the dissolution of
Ameriprise or such Trust.
Unless otherwise
specified in the applicable prospectus supplement, in the event of a
dissolution, after the Trust pays all amounts owed to creditors of the Trust,
the holders of the trust preferred and trust common securities issued by the
Trust will be entitled to receive:
·
cash equal to the aggregate liquidation amount of each
trust preferred and trust common security specified in an accompanying
prospectus supplement, plus accumulated and unpaid distributions to the date of
payment;
·
debt securities in an aggregate principal amount equal
to the aggregate liquidation amount of the trust preferred and trust common
securities are distributed to the holders of the trust preferred and trust
common securities; or
·
a combination of cash and debt securities
equal to the aggregate liquidation amount of each trust preferred and trust
common securities specified in any accompanying prospectus supplement, plus
accumulated and unpaid distributions to the date of payment.
After the
liquidation date is fixed for any distribution of debt securities:
·
the trust preferred securities will no longer be
deemed to be outstanding;
·
the registered holder of the trust preferred
securities, will receive a registered global certificate or certificates
representing debt securities to be delivered upon distribution with respect to
the trust preferred securities; and
·
any certificates representing trust preferred
securities not held by Ameriprise or its nominee will be deemed to represent
debt securities having a principal amount equal to the stated liquidation
amount of the trust preferred securities and bearing accrued and unpaid
interest in an amount equal to the accumulated and unpaid distributions on the
trust preferred securities until the holder of those certificates presents them
to the registrar for the trust preferred securities for transfer or reissuance.
If the Trust
cannot pay the full amount due on its trust preferred and trust common
securities because it does not have enough assets for payment, then the amounts
the Trust owes on its trust preferred and trust common securities will be
proportionately allocated. However, if an event of default under the related
trust declaration or trust preferred securities guarantee has occurred, the
total amounts due on the trust preferred securities will be paid before any
distribution on the trust common securities.
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Declaration Events of Default
An event of
default under the indenture relating to a series of debt securities is an event
of default under the trust declaration of the Trust that owns those debt
securities. See Description of Junior Subordinated Debt SecuritiesEvents of
Default.
Under the trust
declaration, we, as the holder of the trust common securities, will be treated
as if we have waived an event of default under the trust declaration that
affects us until all events of default under the trust declaration affecting
the trust preferred securities have been cured or eliminated.
Ameriprise and the
regular trustees of a Trust must file annually with the applicable property
trustee a certificate stating whether or not Ameriprise is in compliance with
all the applicable conditions and covenants under the related trust
declaration.
Upon the happening
of an event of default under the trust declaration, the property trustee of the
applicable Trust, as the sole holder of the debt securities held by that Trust,
will have the right under any indenture to declare the principal of, premium,
if any, and interest on such debt securities to be immediately due and payable.
If a property
trustee fails to enforce its rights under the related trust declaration or any
indenture to the fullest extent permitted by law and by the terms of the trust
declaration and any indenture, any holder of the trust preferred securities
issued by the Trust may sue us, or seek other remedies, to enforce the property
trustees rights under the trust declaration or any indenture without first
instituting a legal proceeding against the property trustee or any other
person.
If we fail to pay
principal, premium, if any, or interest on a series of debt securities when
payable, then a holder of the related trust preferred securities may directly sue
us or seek other remedies, to collect its proportional allocation of payments
owned.
Removal and Replacement of Trustees
Unless a default
has occurred and remains continuing in our payments due on the junior
subordinated debentures owned by an Ameriprise Capital Trust, only we, as the
sole holder of a Trusts common securities, have the right to remove or replace
the trustees of such Trust. If such a
default has occurred and is continuing, the holders of a majority in
liquidation amount of the outstanding capital securities of the applicable
trust may remove and replace the Trustee for that trust. The resignation or
removal of any trustee and the appointment of a successor trustee shall be
effective only on the acceptance of appointment by the successor trustee in
accordance with the provisions of the trust declaration for that Trust.
Conversion or Exchange Rights
The terms that
govern whether trust preferred securities of any series are convertible into or
exchangeable for securities of ours will be set forth in the prospectus
supplement relating to the trust preferred securities. The terms will include
provisions regarding whether conversion or exchange is mandatory, at the option
of the holder or at our option and may include provisions that adjust the
number of securities of ours that the holders of trust preferred securities may
receive.
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Mergers, Consolidations or Amalgamations of the Trusts
A Trust may not
consolidate, amalgamate, merge with or into, be replaced by, or convey,
transfer or lease its properties and assets substantially as an entirety to,
any other corporation or other body (Merger Event), except as described
below. A Trust may, with the consent of a majority of its regular trustees and
without the consent of the holders of its trust preferred and trust common
securities or the other trustees, consolidate, amalgamate, merge with or into, or
be replaced by another trust, provided that:
·
the successor entity either:
(1)
assumes all of the obligations of the
Trust relating to its trust preferred and trust common securities; or
(2)
substitutes for the Trusts trust
preferred and trust common securities other securities substantially similar to
the Trusts trust preferred and trust common securities, so long as the
successor securities rank the same as the trust preferred and trust common
securities for distributions and payments upon liquidation, redemption and
otherwise;
·
we acknowledge a trustee of the successor entity who
has the same powers and duties as the property trustee of the Trust as the
holder of the particular series of debt securities;
·
the Merger Event does not adversely affect the rights,
preferences and privileges of the holders of its trust preferred and trust
common securities or successor securities in any material way, except
concerning any dilution of the holders interest in the new entity;
·
the Merger Event does not cause the trust preferred
securities or successor securities to be downgraded by any nationally
recognized statistical rating organization;
·
the successor entity has a purpose substantially
identical to that of the Trust;
·
the trust preferred securities or any successor
securities are listed, or any successor securities will be listed upon
notification of issuance, on any national securities exchange or with another
organization on which the preferred securities are then listed;
·
prior to the Merger Event, we have received an opinion
of counsel from a firm qualified to give such opinion stating that (a) the
Merger Event does not adversely affect the legal rights, preferences and
privileges of the holders of the trust preferred securities, including any
successor securities, in any material respect, (b) following the Merger
Event, neither the Trust nor the successor entity will be required to register
as an investment company under the Investment Company Act of 1940 and (c) following
the Merger Event, the Trust or the successor entity will be classified as a
grantor trust for United Stated federal income tax purposes; and
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·
we guarantee the obligations of the successor entity
under the successor securities at least to the extent provided by the
applicable guarantee of the trust preferred securities of the Trust.
In addition,
unless all of the holders of the trust preferred and trust common securities
approve otherwise, a Trust shall not consolidate, amalgamate, merge with or
into, or be replaced by any other entity or permit any other entity to
consolidate, amalgamate, merge with or into, or replace it, if such transaction
would cause the Trust or the successor entity to be classified as other than a
grantor trust for United States federal income tax purposes.
Voting Rights; Amendment of Declarations
The holders of
trust preferred securities have no voting rights except as discussed above and
under Mergers, Consolidations or Amalgamations of the Trusts and Description
of the Trust Preferred Securities GuaranteesAmendments and Assignment, and as
otherwise required by law and the trust declaration for the applicable Trust.
A trust
declaration may be amended if approved by a majority of the regular trustees,
and in limited circumstances, the property trustee, of the applicable Trust.
However, if any proposed amendment provides for, or the regular trustees
otherwise propose to effect,
·
any action that would adversely affect the powers,
preferences or special rights of the Trusts trust preferred and trust common
securities, whether by way of amendment to such trust declaration or otherwise,
or
·
the dissolution, winding-up or termination of the
Trust other than under the terms of its trust declaration.
then the holders of the
Trusts trust preferred and trust common securities voting together as a single
class will be entitled to vote on the amendment or proposal. In that case, the
amendment or proposal will only be effective if approved by at least a majority
in liquidation amount of the trust preferred and trust common securities
affected by the amendment or proposal.
If any amendment
or proposal referred to above would adversely affect only the trust preferred
securities or only the trust common securities of a Trust, then only the
affected class will be entitled to vote on the amendment or proposal and the
amendment or proposal will only be effective with the approval of at least a
majority in liquidation amount of the affected class. Notwithstanding the
foregoing, specified provisions of the trust declaration may not be amended
without the consent of all holders of the trusts preferred and common
securities.
No amendment may
be made to a trust declaration, if the amendment would:
·
cause the related Trust to be characterized as other
than a grantor trust for United States federal income tax purposes;
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·
reduce or otherwise adversely affect the powers of the
related property trustee, unless approved by that property trustee; or
·
cause the related Trust to be deemed to be an investment
company which is required to be registered under the Investment Company Act.
The holders of a
majority in aggregate liquidation amount of the trust preferred securities of
each Trust have the right to:
·
direct the time, method and place of conducting any
proceeding for any remedy available to the property trustee of the Trust; or
·
direct the exercise of any Trust or power conferred
upon such property trustee under that Trusts trust declaration, including the
right to direct the property trustee, as the holder of a series of debt
securities, to
(1)
exercise the remedies available under any
indenture involving the debt securities,
(2)
waive any event of default under any
indenture that is waivable,
(3)
cancel an acceleration of the principal
of the debt securities, or
(4)
consent to any amendment, modification or
termination of the indenture where consent is required,
but if an event of
default under any indenture has occurred and is continuing, then the holders of
25% of the aggregate liquidation amount of the trust preferred securities may
direct the property trustee to declare the debt securities immediately due and
payable. If, however, any indenture requires the consent of the holders of more
than a majority in aggregate principal amount of a series of debt securities (a
super-majority), then the property trustee for the trust preferred securities
related to that series of debt securities must get approval of the holders of
the same super-majority in liquidation amount of the trust preferred
securities. In addition, before taking any of the foregoing actions, except for
directing the time, method and place of conducting any proceeding for any
remedy available to the property trustee, the property trustee must obtain an
opinion of counsel from a firm qualified to give such opinion stating that the
action would not cause the Trust to be classified as other than a grantor trust
for United States federal income tax purposes.
The property
trustee of a Trust will notify all trust preferred securities holders of the
Trust of any notice of default received from the Trustee concerning the debt
securities held by the Trust.
As described in
each trust declaration, the regular trustee may hold a meeting to have trust
preferred securities holders vote on a change or have them approve the change
by written consent.
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If a vote of trust
preferred securities holders is taken or a consent is obtained, any trust
preferred securities that are owned by us or any of our affiliates will, for
purposes of the vote or consent, be treated as if they were not outstanding.
This means that:
·
we and any of our affiliates will not be able to vote
on or consent to matters requiring the vote or consent of holders of trust
preferred securities; and
·
any trust preferred securities owned by us, the
regular trustees or any of our respective affiliates will not be counted in
determining whether the required percentage of votes or consents has been
obtained.
Information Concerning the Property Trustees
The property
trustees will be unaffiliated with us. For matters relating to compliance with
the Trust Indenture Act, the property trustee of each Trust will have all of
the duties and responsibilities of an indenture trustee under the Trust
Indenture Act. Each property trustee, other than during the occurrence and
continuance of an event of default under the trust declaration of the
applicable Trust, undertakes to perform only those duties that are specifically
stated in the applicable trust declaration and, upon an event of default under
the trust declaration, must use the same degree of care and skill as a prudent
person would exercise or use in the conduct of his or her own affairs. In addition,
a property trustee is under no obligation to exercise any of the powers given
it by the applicable trust declaration at the request of any holder of trust
preferred securities unless it is offered reasonable security or indemnity
against the costs, expenses and liabilities that it might incur.
Miscellaneous
The trustees of
each Trust are authorized and directed to conduct the affairs of and to operate
the Trust in such a way that:
·
the Trust will not be deemed to be an investment
company required to be registered under the Investment Company Act;
·
the Trust will be classified as a grantor trust for
United States federal income tax purposes; and
·
the debt securities held by the Trust will be treated
as indebtedness of Ameriprise for United States federal income tax purposes.
The regular
trustees of a Trust are authorized to take any legal action that we and the
trustees of that Trust determine to be necessary or desirable for such purposes
so long as the action does not violate the Trusts certificate of trust or its
trust declaration.
Holders of trust
preferred securities have no preemptive or similar rights.
A Trust may not
borrow money, issue debt or pledge any of its assets.
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The property
trustee will promptly make distributions to the holders of the Trusts
preferred securities and common securities out of funds received by such Trust
from holding our debt securities.
Governing Law
Each trust
declaration and the related trust preferred securities will be governed by and
construed in accordance with the laws of the State of Delaware.
Trustees and
Administrators of the Ameriprise Capital Trusts
Information Concerning the Trustees
The business and
affairs of the Ameriprise Capital Trusts will be administered by the property
trustee. Unless otherwise specified in your prospectus supplement, the property
trustee for each Ameriprise Capital Trust will be U.S. Bank National
Association, 300 Delaware Avenue, Wilmington, DE 19801.
The property
trustee will have various duties and powers, including, but not limited to, the
delivery of certain notices to the holders of trust securities, the collection
of payments made on the junior subordinated debentures and the making of
distributions to the holders of the trust securities. Unless otherwise
specified in your prospectus supplement, the property trustee will act as
registrar, transfer agent and paying agent with respect to the capital
securities. The duties and obligations of the property trustee will be governed
by the applicable trust agreement.
The property
trustee, other than during the occurrence and continuance of an event of
default under the applicable trust agreement, undertakes to perform only those
duties specifically set forth in each trust agreement or provided by the Trust
Indenture Act and, after an event of default under a trust agreement has
occurred that has not been cured or waived, must exercise the rights and powers
vested in it by the applicable trust agreement for the benefit of the holders
of trust securities using the same degree of care and skill as a prudent person
would exercise in the conduct of his or her own affairs. Subject to this
provision, the property trustee is under no obligation to exercise any of the
rights or powers vested in it by the applicable trust agreement, other than
those vested in it upon the occurrence of an event of default under a trust
agreement, at the request of any holder of trust securities unless it is
offered reasonable indemnity against the costs, expenses and liabilities that
might be incurred in complying with the request or direction. See Events of
Default below for more information about what constitutes an event of default
under a trust agreement.
The Ameriprise
Capital Trusts will each have a Delaware trustee for the sole and limited
purpose of fulfilling the requirements of the laws of the State of Delaware and
for taking such actions as are required to be taken by the laws of the State of
Delaware. The Delaware trustee must be an entity with its principal place of
business in the State of Delaware or a natural person that is a resident of the
State of Delaware. Unless otherwise specified in your prospectus supplement,
the name and address of the Delaware trustee for each Ameriprise Capital Trust
will be U.S. Bank Trust National Association, 300 Delaware Avenue, Wilmington,
DE 19801.
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Information Concerning the Administrators
The Ameriprise
Capital Trusts will each have three administrators. Unless otherwise specified
in your prospectus supplement, the administrators will be officers, employees
or affiliates of Ameriprise and will be named in your prospectus supplement.
The administrators will have various duties and powers including, but not
limited to, executing documents in connection with the sale of the trust
securities and the purchase of the junior subordinated debentures, executing
the trust securities on behalf of the Ameriprise Capital Trusts and assisting
in the compliance with state and federal securities laws.
Only Ameriprise,
as the owner of the common securities, can remove or replace the
administrators. In addition, Ameriprise can increase or decrease the number of
administrators.
Removal of Trustees of Ameriprise Capital Trusts;
Appointment of Successors
The holders of at
least a majority in aggregate liquidation amount of the outstanding capital
securities may remove the property trustee or the Delaware trustee if an event
of default with respect to the junior subordinated debentures owned by the
Ameriprise Capital Trust has occurred and is continuing as a result of any
failure by us to pay any amounts with respect to the junior subordinated
debentures when due. If a property trustee or Delaware trustee is removed by
the holders of the outstanding capital securities, the successor may be
appointed by the holders of at least a majority in liquidation amount of the
outstanding capital securities. If a property trustee or Delaware trustee
resigns, the resigning property trustee or Delaware trustee will appoint its
successor. If a resigning property trustee or Delaware trustee fails to appoint
a successor and if an event of default with respect to the junior subordinated
debentures has occurred and is continuing as a result of any failure by us to
pay any amounts with respect to the junior subordinated debentures when due,
the holders of at least a majority in liquidation amount of the outstanding
capital securities may appoint a successor; otherwise, the holder of the common
securities may appoint a successor. If a successor has not been appointed by
the holders, any holder of capital securities or common securities or the
property trustee or the Delaware trustee may petition a court of competent
jurisdiction to appoint a successor. Any Delaware trustee must meet the
applicable requirements of Delaware law. Any property trustee must be a
national-or state-chartered bank and at the time of appointment have capital
and surplus of at least $50,000,000. No resignation or removal of a property
trustee or Delaware trustee and no appointment of a successor trustee shall be
effective until the acceptance of appointment by the successor trustee in
accordance with the provisions of the applicable trust agreement.
Merger or Consolidation of Trustees of Ameriprise Capital
Trusts
Any entity into
which a property trustee or Delaware trustee is merged or converted or with
which it is consolidated, or any entity resulting from any merger, conversion
or consolidation to which the property trustee or the Delaware trustee is a
party, or any entity succeeding to all or substantially all the corporate trust
business of the property trustee or the Delaware trustee, will be the successor
of that property trustee or Delaware trustee under each trust agreement,
provided it is otherwise qualified and eligible.
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Our Relationship with the Property Trustee
U.S. Bank National
Association is initially serving as the trustee for our debt securities, and
U.S. Bank National Association is also the trustee under the amended and
restated trust agreements and subordinated guarantees. Consequently, if an
actual or potential event of default occurs with respect to any of these
securities or a trust agreement or subordinated guarantee, the trustee may be
considered to have a conflicting interest for purposes of the Trust Indenture
Act of 1939. In that case, the trustee may be required to resign under one or
more of the indentures or trust agreements, and we would be required to appoint
a successor trustee. For this purpose, a potential event of default means an
event that would be an event of default if the requirements for giving us
default notice or for the default having to exist for a specific period of time
were disregarded.
DESCRIPTION OF JUNIOR
SUBORDINATED DEBENTURES
The junior
subordinated debentures will be governed by a supplemental indenture to our
junior subordinated indenture, and will be a contract between Ameriprise and the
indenture trustee, which will initially be U.S. Bank National Association. We
refer to such supplemental indenture to our junior subordinated indenture as
the junior debt indenture in this prospectus.
The indenture
trustee has two main roles:
1.
The indenture trustee can enforce the
rights of holders against us if we default on our obligations under the terms
of the junior debt indenture or the junior subordinated debentures. There are
some limitations on the extent to which the indenture trustee acts on behalf of
holders, described below under Events of Default Remedies If an Event of
Default Occurs.
2.
The indenture trustee performs
administrative duties for us, such as sending interest payments to holders and
notices, and transferring a holders junior subordinated debentures to a new
buyer if a holder sells.
The junior debt
indenture and its associated documents contain the full legal text of the
matters described in this section. The junior debt indenture and the junior
subordinated debentures are governed by New York law. A copy of our junior debt
indenture is an exhibit to our registration statement. See Where You Can Find
More Information below for information on how to obtain a copy.
General
We may issue as
many distinct series of junior subordinated debentures under the junior debt
indenture as we wish. The provisions of the junior debt indenture allow us not
only to issue junior subordinated debentures with terms different from those
previously issued, but also to reopen a previous issue of a series of junior
subordinated debentures and issue additional junior subordinated debentures of
that series.
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This section
summarizes the material terms of the junior subordinated debentures that are
common to all series, although the prospectus supplement may also describe
differences from the material terms summarized here.
Because this
section is a summary, it does not describe every aspect of the junior
subordinated debentures. This summary is subject to and qualified in its
entirety by reference to all the provisions of the junior debt indenture,
including definitions of certain terms used in the junior debt indenture. In
this summary, we describe the meaning of only some of the more important terms.
You must look to the junior debt indenture for the most complete description of
what we describe in summary form in this prospectus.
The prospectus supplement
relating to any offered junior subordinated debentures will describe the
following terms of the series:
·
the title of the series of the junior subordinated
debentures;
·
any limit on the aggregate principal amount of the
junior subordinated debentures;
·
the date or dates on which the junior subordinated
debentures will mature;
·
the rate or rates, which may be fixed or variable per
annum, at which the junior subordinated debentures will bear interest, if any,
and the date or dates from which that interest, if any, will accrue;
·
the dates on which interest, if any, on the junior
subordinated debentures will be payable and the regular record dates for the
interest payment dates;
·
our right, if any, to defer or extend an interest
payment date;
·
any mandatory or optional sinking funds or similar
provisions;
·
any additions, modifications or deletions in the
events of default under the junior debt indenture or covenants of Ameriprise
specified in the junior debt indenture with respect to the junior subordinated
debentures;
·
the date, if any, after which and the price or prices
at which the junior subordinated debentures may, in accordance with any
optional or mandatory redemption provisions, be redeemed and the other detailed
terms and provisions of those optional or mandatory redemption provisions, if
any;
·
if other than denominations of the liquidation amount
and any of its integral multiples, the denominations in which the junior
subordinated debentures will be issuable;
·
the currency of payment of principal, premium, if any,
and interest on the junior subordinated debentures;
·
the applicability of the provisions described under
Defeasance below;
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·
any event of default under the junior subordinated
debentures if different from those described under Events of Default below;
·
any index or indices used to determine the amount of
payments of principal of and premium, if any, on the junior subordinated
debentures and the man in which such amounts will be determined;
·
the terms and conditions of any obligation or right of
us or a holder to convert or exchange the junior subordinated debentures into
capital securities;
·
if a trustee other than U.S. Bank National Association
is named for the junior subordinated debt securities, the name of such trustee;
·
the form of trust agreement, guarantee agreement and
expense agreement, if applicable;
·
the relative degree, if any, to which such junior
subordinated debentures of the series will be senior to or be subordinated to
other series of such junior subordinated debentures or other indebtedness of
Ameriprise in right of payment, whether such other series of junior
subordinated debentures or other indebtedness are outstanding or not; and
·
any other special feature of the junior subordinated
debentures.
Overview of Remainder of
this Description
The remainder of
this description summarizes:
·
Additional
Mechanics
relevant to the junior subordinated debentures under normal circumstances, such
as how holders transfer ownership and where we make payments;
·
Our
Option to Defer Interest Payments
on the junior
subordinated debentures;
·
Our right to
Redeem
the junior subordinated debentures;
·
Holders rights in several
Special Situations
,
such as if we merge with another company or if we want to change a term of the
junior subordinated debentures;
·
Subordination
Provisions
that may prohibit us from making payment on the junior subordinated debentures;
·
Our right to release ourselves from all or some of our
obligations under the junior subordinated debentures and the junior debt
indenture by a process called
Defeasance
;
·
Holders rights if we
Default
or experience other financial
difficulties;
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·
Our ability to
Convert or Exchange
junior subordinated
debentures into junior subordinated debentures of another series or capital
securities of another series; and
·
Agreements
Contained in the Junior Debt Indenture
included for the benefit of the holders of the junior
subordinated debentures.
Additional Mechanics
Form, Exchange and Transfer
Unless we specify
otherwise in the prospectus supplement, the junior subordinated debentures will
be issued:
·
only in fully registered form; and
·
in denominations that are even multiples of the
liquidation amount.
Unless the junior
subordinated debentures are distributed to the holders of the trust securities,
all of the junior subordinated debentures will be held solely by an Ameriprise
Capital Trust. The following provisions only apply if there is a distribution
of the junior subordinated debentures to holders of the trust securities. The
circumstances under which the junior subordinated debentures may be exchanged
for trust securities is described under Description of Capital Securities the
Ameriprise Capital Trusts May Offer Rights of Holders of Capital
Securities Redemption or Exchange.
If a junior
subordinated debenture is issued as a global junior subordinated debenture,
only the depositary e.g., DTC, Euroclear
or Clearstream, each as defined below under Legal Ownership and
Book-Entry Issuance will be entitled to transfer and exchange the junior
subordinated debenture as described in this subsection, since the depositary
will be the sole holder of that junior subordinated debenture. Those who own
beneficial interests in a global security do so through participants in the
depositarys securities clearance system, and the rights of these indirect
owners will be governed solely by the applicable procedures of the depositary
and its participants. We describe book-entry procedures below under Legal
Ownership and Book-Entry Issuance.
Holders may have
their junior subordinated debentures broken into more junior subordinated
debentures of smaller denominations of not less than the liquidation amount or
combined into fewer junior subordinated debentures of larger denominations, as
long as the total principal amount is not changed. This is called an exchange.
Subject to the
restrictions relating to junior subordinated debentures represented by global securities,
holders may exchange or transfer junior subordinate debentures at the office of
the indenture trustee. They may also replace lost, stolen or mutilated junior
subordinated debentures at that office. The indenture trustee acts as our agent
for registering junior subordinated debentures in the names of holders and
transferring junior subordinated debentures. We may change this appointment to
another entity or perform it ourselves. The entity performing the role of
maintaining the list of registered holders is called the security registrar. It
will also perform transfers. The indenture trustees agent may require an
indemnity before replacing any junior subordinated debentures.
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Holders will not
be required to pay a service charge to transfer or exchange junior subordinated
debentures, but holders may be required to pay for any tax or other
governmental charge associated with the exchange or transfer. The transfer or
exchange will only be made if the security registrar is satisfied with your
proof of ownership.
If we designate
additional transfer agents, they will be named in the prospectus supplement. We
may cancel the designation of any particular transfer agent. We may also
approve a change in the office through which any transfer agent acts.
In the event of
any redemption, neither we nor the indenture trustee will be required to:
·
issue, register the transfer of or exchange junior
subordinated debentures of any series during the period beginning at the
opening of business 15 days before the day of selection for redemption of
junior subordinated debentures of that series and ending at the close of business
on the day of mailing of the relevant notice of redemption; and
·
transfer or exchange any junior subordinated
debentures so selected for redemption, except, in the case of any junior
subordinated debentures being redeemed in part, any portion thereof not being
redeemed.
Payment and Paying Agents
Your prospectus
supplement will specify the manner in which payments will be made. The paying
agent for the junior subordinated debentures will initially be the indenture
trustee.
Notices
We and the
indenture trustee will send notices regarding the junior subordinated debentures
only to holders, using their addresses as listed in the indenture trustees
records.
Option to Defer Interest
Payments
If provided in
your prospectus supplement, so long as no event of default with respect to the
junior subordinated debentures owned by an Ameriprise Capital Trust has
occurred and is continuing as a result of any failure by us to pay any amounts
with respect to the junior subordinated debentures, we will have the right at
any time and from time to time during the term of any series of junior
subordinated debentures to defer payment of interest for an extension period of
up to the number of consecutive interest payment periods specified in your
prospectus supplement. The extension period is subject to the terms, conditions
and covenants, if any, specified in your prospectus supplement and may not
extend beyond the stated maturity of the applicable series of junior
subordinated debentures. U.S. federal income tax consequences and other special
considerations applicable to any such junior subordinated debentures will be
described in your prospectus supplement.
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As a consequence
of any such deferral, distributions on the capital securities would be deferred
by the Ameriprise Capital Trust during the extension period. However, the
capital securities would continue to accumulate additional distributions at the
rate per annum described in the prospectus supplement. During any applicable
extension period, we may not:
·
declare or pay any dividends or distributions on, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
our capital stock other than any dividend in the form of stock, warrants,
options or other rights where the dividend stock or the stock issuable upon
exercise of the warrants, options or other rights is the same stock as that on
which the dividend is being paid or ranks on a parity with or junior to such
stock; or
·
make any payment of principal of or interest or
premium, if any, on or repay, repurchase or redeem any of our debt securities
that rank on a parity in all respects with or junior in interest to the junior
subordinated debentures other than:
·
repurchases, redemptions or other acquisitions of
shares of our capital stock in connection with any employment contract, benefit
plan or other similar arrangement with or for the benefit of one or more
employees, officers, directors or consultants, in connection with a dividend
reinvestment or stockholder stock purchase plan or in connection with the
issuance of our capital stock (or securities convertible into or exercisable
for our capital stock) as consideration in an acquisition transaction or
business combination;
·
as a result of any exchange or conversion of any class
or series of our capital stock (or any capital stock of a subsidiary of
Ameriprise) for any class or series of our capital stock or of any class or
series of our indebtedness for any class or series of our capital stock;
·
the purchase of fractional interests in shares of our
capital stock in accordance with the conversion or exchange provisions of such
capital stock or the security being converted or exchanged; or
·
any declaration of a dividend in connection with any
stockholders rights plan, or the issuance of rights, stock or other property
under any stockholders rights plan, or the redemption or repurchase of rights
in accordance with any stockholders rights plan.
Prior to the
termination of any applicable extension period, we may further defer the
payment of interest.
Redemption
Unless otherwise
indicated in the applicable prospectus supplement, we may, at our option redeem
the junior subordinated debentures of any series in whole at any time or in
part from time to time. If the junior subordinated debentures of any series are
redeemable only on or after a specified date or upon the satisfaction of
additional conditions, the applicable prospectus supplement will specify this
date or describe these conditions. Unless otherwise indicated in the form of
security for such series, junior subordinated debentures in denominations
larger than the liquidation amount may be redeemed in part but only in integral
multiples of the liquidation amount. Except as otherwise specified in the
applicable prospectus supplement, the redemption price for any junior
subordinated debenture will equal any accrued and unpaid interest, including
additional interest, to the redemption date, plus 100% of the principal amount.
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Except as
otherwise specified in the applicable prospectus supplement, if a tax event or
an investment company event of the kind described below with respect to a
series of junior subordinated debentures has occurred and is continuing, we
may, at our option redeem that series of junior subordinated debentures in
whole, but not in part, at any time within 90 days following the occurrence of
the tax event or investment company event, at a redemption price equal to 100%
of the principal amount of the junior subordinated debentures then outstanding
plus accrued and unpaid interest to the date fixed for redemption.
An investment
company event means the receipt by an Ameriprise Capital Trust and us of an
opinion of counsel experienced in such matters to the effect that the trust is
or will be considered an investment company that is required to be registered
under the Investment Company Act, as a result of a change in law or regulation
or a change in interpretation or application of law or regulation.
A tax event
means the receipt by us and the Ameriprise Capital Trust of an opinion of
independent counsel, experienced in tax matters, to the effect that, as a result
of any tax change, there is more than an insubstantial risk that any of the
following will occur:
·
the Ameriprise Capital Trust is, or will be within 90
days after the date of the opinion of counsel, subject to U.S. federal income
tax on income received or accrued on the junior subordinated debentures;
·
interest payable by us on the junior subordinated
debentures is not, or within 90 days after the opinion of counsel will not be,
deductible by us, in whole or in part, for U.S. federal income tax purposes; or
·
the Ameriprise Capital Trust is, or will be within 90
days after the date of the opinion of counsel, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.
As used above, the
term tax change means any of the following:
·
any amendment to or change, including any announced
prospective change, in the laws or any regulations under the laws of the U.S.
or of any political subdivision or taxing authority of or in the U.S., if the
amendment or change is enacted, promulgated or announced on or after the date
the capital securities are issued; or
·
any official administrative pronouncement, including
any private letter ruling, technical advice memorandum, field service advice,
regulatory procedure, notice or announcement, including any notice or
announcement of intent to adopt any procedures or regulations, or any judicial
decision interpreting or applying such laws or regulations, whether or not the
pronouncement or decision is issued to or in connection with a proceeding
involving us or the trust or is subject to review or appeal, if the
pronouncement or decision is enacted, promulgated or announced on or after the
date of the issuance of the capital securities.
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Notice of any
redemption will be mailed at least 45 days but not more than 75 days before the
redemption date to each holder of junior subordinated debentures to be redeemed
at its registered address. Unless we default in payment of the redemption
price, on and after the redemption date interest will cease to accrue on the
junior subordinated debentures or portions thereof called for redemption.
Special Situations
Mergers and Similar Events
We are generally
permitted to consolidate or merge with another company or firm. We are also
permitted to sell or lease substantially all of our assets to another firm, or
to buy or lease substantially all of the assets of another firm. However, when
we merge out of existence or sell or lease substantially all of our assets, we
may not take any of these actions unless all the following conditions are met:
·
the other entity may not be organized under a foreign
countrys laws, that is, it must be a corporation, partnership or trust
organized under the laws of a state of the U.S. or the District of Columbia or
under federal law, and it must agree to be legally responsible for the junior
subordinated debentures.
·
the merger, sale of assets or other transaction must
not cause a default on the junior subordinated debentures, and we must not
already be in default (unless the merger or other transaction would cure the
default). For purposes of this no-default test, a default would include an
event of default that has occurred and not been cured. A default for this
purpose would also include any event that would be an event of default if the
requirements for giving us default notice or our default having to exist for a
specific period of time were disregarded.
·
we must have delivered certain certificates and
opinions to the trustee.
If the conditions
described above are satisfied with respect to any series of junior subordinated
debentures, we will not need to obtain the approval of the holders of those
junior subordinated debentures in order to merge or consolidate or to sell our
assets. Also, these conditions will apply only if we wish to merge or
consolidate with another entity or sell our assets substantially as an entirety
to another entity. We will not need to satisfy these conditions if we enter
into other types of transactions, including any transaction in which we acquire
the stock or assets of another entity, any transaction that involves a change
of control but in which we do not merge or consolidate, any transaction in
which we sell less than substantially all of our assets and any merger or
consolidation in which we are the surviving corporation. It is possible that
this type of transaction may result in a reduction in our credit rating or may
reduce our operating results or impair our financial condition. Holders of our
junior subordinated debentures, however, will have no approval right with
respect to any transaction of this type.
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Modification and Waiver of the Junior Subordinated
Debentures
We may modify or
amend the junior subordinated indenture without the consent of the holders of
any of our outstanding debt securities for various enumerated purposes,
including the naming, by a supplemental indenture, of a trustee other than U.S.
Bank National Association, for a series of debt securities. We may modify or
amend the indenture with the consent of the holders of a majority in aggregate
principal amount of the debt securities of each series affected by the
modification or amendment. However, no such modification or amendment may,
without the consent of the holder of each affected debt security:
·
modify the terms of payment of principal, premium or
interest;
·
reduce the stated percentage of holders of debt
securities necessary to modify or amend the indenture or waive our compliance
with certain provisions of the indenture and certain defaults thereunder; or
·
modify the subordination provisions of the indenture
in a manner adverse to such holders.
Subordination Provisions
Holders of junior
subordinated debentures should recognize that contractual provisions in the
junior subordinated debenture may prohibit us from making payments on those
debentures. Junior subordinated debentures are subordinate and junior in right
of payment, to the extent and in the manner stated in the junior debt
indenture, to all of our senior indebtedness, as defined in the junior debt
indenture.
Unless otherwise
indicated in the applicable prospectus supplement, the junior subordinated
indentures define the term senior indebtedness with respect to each
respective series of junior subordinated debt securities, to mean the principal,
premium, if any, and interest on all indebtedness and obligations of, or
guaranteed or assumed by Ameriprise, whether outstanding on the date of the
issuance of subordinated debt securities or thereafter created, incurred,
assumed or guaranteed and all amendments, modifications, renewals, extensions,
deferrals and refundings of any such indebtedness unless the instrument
creating such indebtedness or obligations provides that they are subordinated
or are not superior in right of payment to the subordinated debt securities.
Unless otherwise indicated in the applicable prospectus supplement,
notwithstanding anything to the contrary in the foregoing, senior indebtedness
will not include (A) any obligation of Ameriprise to any of its
subsidiaries, (B) any liability for Federal, state, local or other taxes
owed or owing by Ameriprise or its subsidiaries, (C) any accounts payable
or other liability to trade creditors (including guarantees thereof or
instruments evidencing such liabilities), or (D) any obligations with
respect to any capital stock of Ameriprise.
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Unless otherwise
indicated in the applicable prospectus supplement, Ameriprise may not pay
principal of, premium, if any, or interest on any subordinated debt securities
or defease, purchase, redeem or otherwise retire such securities if:
·
a default in the payment of any principal, or premium,
if any, or interest on any senior indebtedness, occurs and is continuing or any
other amount owing in respect of any senior indebtedness is not paid when due;
or
·
any other default occurs with respect to any senior
indebtedness and the maturity of such senior indebtedness if accelerated in
accordance with its terms,
unless and until such
default in payment or event of default has been cured or waived and any such
acceleration is rescinded or such senior indebtedness has been paid in full in
cash.
If there is any
payment or distribution of the assets of Ameriprise to creditors upon a total
or partial liquidation or a total or partial dissolution or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding holders of all
present and future senior indebtedness (which will include interest accruing
after, or which would accrue but for, the commencement of any bankruptcy
reorganization, insolvency, receivership or similar proceeding) are entitled to
receive payment in full before any payment or distribution, whether in cash,
securities or other property, in respect of the subordinated indebtedness. In
addition, unless otherwise indicated in the applicable prospectus supplement,
in any such event, payments or distributions which would otherwise be made on
subordinated or junior subordinated debt securities will generally be paid to
the holders of senior indebtedness, or their representatives, in accordance
with the priorities existing among these creditors at that time until the
senior indebtedness is paid in full.
After payment in
full of all present and future senior indebtedness, holders of subordinated
debt securities will be subrogated to the rights of any holders of senior
indebtedness to receive any further payments or distributions that are
applicable to the senior indebtedness until all the subordinated debt
securities are paid in full.
If the trustee
under the subordinated debt indenture or any holders of the subordinated debt
securities receive any payment or distribution that is prohibited under the
subordination provisions, then the trustee or the holders will have to repay
that money to the holders of the senior indebtedness.
Even if the
subordination provisions prevent us from making any payment when due on the
subordinated debt securities of any series, we will be in default on our
obligations under that series if we do not make the payment when due. This
means that the trustee under the junior subordinated debt indenture and the
holders of that series can take action against us, but they will not receive
any money until the claims of the holders of senior indebtedness have been
fully satisfied.
Defeasance
The junior debt
indenture permits us to be discharged from our obligations under the indenture
and the debt securities if we comply with the following procedures. This
discharge from our obligations is referred to in this prospectus as defeasance.
(Sec. 6.02).
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Unless the
applicable prospectus supplement states otherwise, if we deposit with the
trustee sufficient cash and/or U.S. government securities to pay and discharge
the principal and premium, if any, and interest, if any, to the date of
maturity of that series of debt securities, then from and after the
ninety-first day following such deposit:
·
we will be deemed to have paid and discharged the
entire indebtedness on the debt securities of that series, and
·
our obligations under the indenture with respect to
the debt securities of that series will cease to be in effect.
Following
defeasance, holders of the applicable debt securities would be able to look
only to the defeasance trust for payment of principal and premium, if any, and
interest, if any, on their debt securities.
Defeasance may be
treated as a taxable exchange of the related debt securities for obligations of
the trust or a direct interest in the money or U.S. government securities held
in the trust. In that case, holders of debt securities would recognize gain or
loss as if the trust obligations or the money or U.S. government securities
held in the trust, as the case may be, had actually been received by the
holders in exchange for their debt securities. Holders thereafter might be
required to include as income a different amount of income than in the absence
of defeasance. We urge prospective investors to consult their own tax advisors
as to the specific tax consequences of defeasance.
Events of Default
Unless and until
the junior subordinated debentures are distributed to the holders of the trust
securities, the property trustee of an Ameriprise Capital Trust has agreed,
without the consent of the holders of a majority in liquidation amount of the
capital securities, not to:
·
direct the time, method or place of conducting any
proceeding for any remedy available to the indenture trustee;
·
waive any past default that may be waived under the
junior debt indenture;
·
exercise any right to rescind or annul a declaration
of acceleration of the principal amount of the junior subordinated debentures
unless all defaults have been cured and a sum sufficient to pay all amounts
then owing has been deposited with the indenture trustee; or
·
consent to any amendment, modification or termination
of the junior debt indenture or junior subordinated debentures, where the
consent is required.
For a discussion of the
restrictions on the property trustees ability to exercise its rights, see Description
of Capital Securities the Ameriprise Capital Trusts May Offer Special
Situations Voting Rights; Amendment of the Trust Agreements Details
Concerning Voting and the Junior Subordinated Debentures. As a result, the references
to holder below should be understood to refer to holders of the capital
securities.
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Holders will have
special rights if an event of default occurs and is not cured, as described
later in this subsection.
What Is An Event
of Default
?
The term Event of Default means any of the following:
·
a default in the payment of the principal of, or
premium, if any, on any debt security of such series at its maturity;
·
a default in making a sinking fund payment, if any, on
any debt security of such series when due and payable;
·
a default for 30 days in the payment of any
installment of interest on any debt security of such series;
·
a default for 90 days after written notice in the
observance or performance of any other covenant in the indenture;
·
certain events of bankruptcy, insolvency or
reorganization, or court appointment of a receiver, liquidator or trustee for
us or our property;
·
any other event of default provided in or pursuant to
the applicable resolution of our Board of Directors or supplemental indenture
under which such series of debt securities is issued. (Sec. 7.01).
Remedies If an
Event of Default Occurs
. If you are the holder of a junior subordinated debenture, all
remedies available upon the occurrence of an event of default under the junior
debt indenture will be subject to the restrictions on the junior subordinated
debentures described above under Subordination Provisions. If an event of
default occurs, the indenture trustee will have special duties. In that
situation, the indenture trustee will be obligated to use its rights and powers
under the junior debt indenture, and to use the same degree of care and skill
in doing so, that a prudent person would use in that situation in conducting
his or her own affairs. If an event of default has occurred and has not been
cured, the indenture trustee or the holders of at least 25% in principal amount
of the junior subordinated debentures of the affected series may declare the
entire principal amount of all the junior subordinated debentures of that
series to be due and immediately payable. This is called a declaration of
acceleration of maturity. In the case of junior subordinated debentures held by
an Ameriprise Capital Trust, should the indenture trustee or the property
trustee fail to make this declaration, the holders of at least 25% in aggregate
liquidation amount of the capital securities will have the right to make this
declaration. The property trustee may annul the declaration and waive the
default, provided all defaults have been cured and all payment obligations have
been made current. In the case of junior subordinated debentures held by an
Ameriprise Capital Trust, should the property trustee fail to annul the
declaration and waive the default, the holders of a majority in aggregate
liquidation amount of the capital securities will have the right to do so. In
the event of our bankruptcy, insolvency or reorganization, junior subordinated
debentures holders claims would fall under the broad equity power of a federal
bankruptcy court, and to that courts determination of the nature of those
holders rights.
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The holders of a
majority in aggregate outstanding principal amount of each series of junior
subordinated debentures affected may, on behalf of the holders of all the
junior subordinated debentures of that series, waive any default, except a
default in the payment of principal or interest, including any additional
interest (unless the default has been cured and a sum sufficient to pay all
matured installments of interest, including any additional interest, and
principal due otherwise than by acceleration has been deposited with the
indenture trustee) or a default with respect to a covenant or provision which
under the junior debt indenture cannot be modified or amended without the
consent of the holder of each outstanding junior subordinated debenture of that
series. In the case of junior subordinated debentures held by an Ameriprise
Capital Trust, should the property trustee fail to waive the default, the
holders of a majority in aggregate liquidation amount of the capital securities
will have the right to do so.
If an event of
default with respect to the junior subordinated debentures owned by the
Ameriprise Capital Trust has occurred and is continuing as to a series of
junior subordinated debentures, the property trustee will have the right to
declare the principal of and the interest on the junior subordinated
debentures, and any other amounts payable under the junior debt indenture, to be
immediately due and payable and to enforce its other rights as a creditor with
respect to the junior subordinated debentures.
Except in cases of
default, where the indenture trustee has the special duties described above,
the indenture trustee is not required to take any action under the junior debt
indenture at the request of any holders unless the holders offer the indenture
trustee reasonable protection from expenses and liability called an indemnity.
If reasonable indemnity is provided, the holders of a majority in principal
amount of the outstanding junior subordinated debentures of the relevant series
may direct the time, method and place of conducting any lawsuit or other formal
legal action seeking any remedy available to the indenture trustee. These
majority holders may also direct the indenture trustee in performing any other
action under the junior debt indenture with respect to the junior subordinated
debentures of that series.
Before you bypass
the indenture trustee and bring your own lawsuit or other formal legal action
or take other steps to enforce your rights or protect your interests relating
to the junior subordinated debentures the following must occur:
·
The holder of the junior subordinated debenture must
give the indenture trustee written notice that an event of default has occurred
and remains uncured;
·
The holders of 25% in principal amount of all junior
subordinated debentures of the relevant series must make a written request that
the indenture trustee take action because of the default, and must offer
reasonable indemnity to the indenture trustee against the cost and other
liabilities of taking that action; and
·
The indenture trustee must have not taken action for
60 days after receipt of the above notice and offer of indemnity.
We will give to
the indenture trustee every year a written statement of certain of our officers
certifying that to their knowledge we are in compliance with the applicable
indenture and the junior subordinated debentures issued under it, or else specifying
any default.
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Enforcement of Certain Rights by Holders of Capital
Securities
If an event of
default with respect to the junior subordinated debentures owned by the
Ameriprise Capital Trust has occurred and is continuing and the event is
attributable to our failure to pay interest or principal on the junior
subordinated debentures on the date the interest or principal is due and
payable, a holder of the applicable capital securities may institute a legal
proceeding directly against us for enforcement of payment to that holder of the
principal of or interest, including any additional interest, on junior subordinated
debentures having a principal amount equal to the aggregate liquidation amount
of the capital securities of that holder called a direct action. We may not
amend the junior debt indenture to remove this right to bring a direct action
without the prior written consent of the holders of all of the capital
securities outstanding. We will have the right under the junior debt indenture
to set-off any payment made to the holder of the capital securities by us in
connection with a direct action.
The holders of
capital securities will not be able to exercise directly any remedies other
than those set forth in the preceding paragraph available to the holders of the
junior subordinated debentures unless there has occurred an event of default
under the trust agreement. See Description of Capital Securities the
Ameriprise Capital Trusts May Offer Events of Default.
Conversion or Exchange
If indicated in
your prospectus supplement, a series of junior subordinated debentures may be
convertible or exchangeable into junior subordinated debentures of another
series or into capital securities of another series. The specific terms on
which series may be converted or exchanged will be described in the applicable
prospectus supplement. These terms may include provisions for conversion or
exchange, whether mandatory, at the holders option, or at our option, in which
case the number of shares of capital securities or other securities the junior
subordinated debenture holder would receive would be calculated at the time and
in the manner described in the applicable prospectus supplement.
Our Relationship with the
Indenture Trustee
Please see Description
of Capital Securities the Ameriprise Capital Trusts May Offer Trustees
and Administrators of the Ameriprise Capital Trusts Our Relationship with the
Property Trustee above for more information about our relationship with U.S.
Bank National Association.
LEGAL OWNERSHIP AND
BOOK-ENTRY ISSUANCE
In this section,
we describe special considerations that will apply to capital securities issued
in global i.e., book-entry form. First we describe the difference between
legal ownership and indirect ownership of capital securities. Then we describe
special provisions that apply to capital securities.
If the junior
subordinated debentures are distributed to holders of capital securities, we
anticipate that they would be issued in global form as well and the following
discussion will apply to the junior subordinated debentures. Until such a
distribution, an Ameriprise Capital Trust will be the sole holder and
beneficial owner of the junior subordinated debentures and the property trustee
may exercise all rights with respect to the junior subordinated debentures and
the junior debt indenture, except as described under Description of Capital
Securities the Ameriprise Capital Trusts May Offer Special Situations
Voting Rights; Amendment of the Trust Agreements Details Concerning Voting
and the Junior Subordinated Debentures.
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Who is the Legal Owner of a Registered Security?
Each capital
security will be represented either by a certificate issued in definitive form
to a particular investor or by one or more global securities representing such
capital securities. We refer to those who have securities registered in their
own names, on the books that we or the property trustee maintain for this
purpose, as the holders of those capital securities. These persons are the
legal holders of the capital securities. We refer to those who, indirectly
through others, own beneficial interests in capital securities that are not
registered in their own names as indirect owners of those securities. As we
discuss below, indirect owners are not legal holders, and investors in capital
securities issued in book-entry form or in street name will be indirect owners.
Book-Entry Owners
Unless otherwise
noted in your prospectus supplement, we will issue each capital security in
book-entry form only. This means capital securities will be represented by one
or more global securities registered in the name of a financial institution
that holds them as depositary on behalf of other financial institutions that
participate in the depositarys book-entry system. These participating
institutions, in turn, hold beneficial interests in the capital securities on
behalf of themselves or their customers.
Under the trust
agreement, only the person in whose name a capital security is registered is
recognized as the holder of that capital security. Consequently, for capital
securities issued in global form, we will recognize only the depositary as the
holder of the securities and we will make all payments on the securities,
including deliveries of any property other than cash, to the depositary. The
depositary passes along the payments it receives to its participants, which in
turn pass the payments along to their customers who are the beneficial owners.
The depositary and its participants do so under agreements they have made with
one another or with their customers; they are not obligated to do so under the
terms of the capital securities.
As a result,
investors will not own securities directly. Instead, they will own beneficial
interests in a global security, through a bank, broker or other financial
institution that participates in the depositarys book-entry system or holds an
interest through a participant. As long as the capital securities are issued in
global form, investors will be indirect owners, and not holders, of the capital
securities.
Street Name Owners
We may terminate
an existing global security or issue capital securities initially in non-global
form. In these cases, investors may choose to hold their securities in their
own names or in street name. Securities held by an investor in street name
would be registered in the name of a bank, broker or other financial
institution that the investor chooses, and the investor would hold only a
beneficial interest in those securities through an account he or she maintains
at that institution.
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For capital
securities held in street name, we will recognize only the intermediary banks,
brokers and other financial institutions in whose names the capital securities
are registered as the holders of those securities and we will make all payments
on those securities, including deliveries of any property, to them. These
institutions pass along the payments they receive to their customers who are
the beneficial owners, but only because they agree to do so in their customer
agreements or because they are legally required to do so. Investors who hold
capital securities in street name will be indirect owners, not holders, of
those securities.
Legal Holders
Our obligations,
as well as the obligations of the property trustee under the trust agreement
and the obligations, if any, of any third parties employed by us or any agents
of theirs, run only to the holders of the capital securities. We do not have
obligations to investors who hold beneficial interests in global securities, in
street name or by any other indirect means. This will be the case whether an
investor chooses to be an indirect owner of a capital security or has no choice
because we are issuing the capital securities only in global form.
For example, once
we make a payment or give a notice to the holder, we have no further responsibility
for that payment or notice even if that holder is required, under agreements
with depositary participants or customers or by law, to pass it along to the
indirect owners but does not do so. Similarly, if we want to obtain the
approval of the holders for any purpose for example, to amend the trust
agreement or to relieve us of the consequences of a default or of our
obligation to comply with a particular provision of the junior debt indenture
we would seek the approval only from the holders, and not the indirect owners,
of the relevant capital securities. Whether and how the holders contact the
indirect owners is up to the holders.
When we refer to you
in this prospectus, we mean all purchasers of the capital securities being
offered by this prospectus, whether they are the holders or only indirect
owners of those securities. When we refer to your capital securities in this
prospectus, we mean the capital securities in which you will hold a direct or
indirect interest.
Special Considerations for Indirect Owners
If you hold
capital securities through a bank, broker or other financial institution,
either in book-entry form or in street name, you should check with your own
institution to find out:
·
how it handles capital securities payments and
notices;
·
whether it imposes fees or charges;
·
how it would handle a request for the holders
consent, if ever required;
·
how it would exercise rights under the capital
securities if there were a default or other event triggering the need for holders
to act to protect their interests; and
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·
if the capital securities are in book-entry form, how
the depositarys rules and procedures will affect these matters.
What
is a Global Security?
Unless
otherwise noted in your prospectus supplement, we will issue each capital
security in book-entry form only. Each capital security issued in book-entry
form will be represented by a global security that we deposit with and register
in the name of one or more financial institutions or clearing systems, or their
nominees, which we select. A financial institution or clearing system that we
select for any security for this purpose is called the depositary for that
security. A security will usually have only one depositary but it may have
more. Each series of capital securities will have one or more of the following
as the depositaries:
·
The Depository Trust Company, New York, New York,
which is known as DTC;
·
Euroclear System, which is known as Euroclear;
·
Clearstream Banking, société anonyme, Luxembourg,
which is known as Clearstream; and
·
any other clearing system or financial institution
named in the prospectus supplement.
The
depositaries named above may also be participants in one anothers systems.
Thus, for example, if DTC is the depositary for a global security, investors
may hold beneficial interests in that security through Euroclear or
Clearstream, as DTC participants. The depositary or depositaries for your
capital securities will be named in your prospectus supplement; if none is
named, the depositary will be DTC.
A
global security may represent one or any other number of individual capital
securities. All capital securities represented by the same global security will
have the same terms.
A
global security may not be transferred to or registered in the name of anyone
other than the depositary or its nominee, unless special termination situation
arise. We describe those situations below under Holders Option to Obtain a
Non-Global Security; Special Situations When a Global Security Will Be
Terminated. As a result of these arrangements, the depositary, or its nominee,
will be the sole registered owner and holder of all capital securities
represented by a global security, and investors will be permitted to own only
indirect interests in a global security. Indirect interests must be held by
means of an account with a broker, bank or other financial institution that in
turn has an account with the depositary or with another institution that does.
Thus, an investor whose capital security is represented by a global security
will not be a holder of the security, but only an indirect owner of an interest
in the global security.
If the
capital securities are issued in global form only, then the capital securities
will be represented by a global security at all times unless and until the
global security is terminated. We describe the situations in which this can
occur below under Holders Option to Obtain a Non-Global Security; Special
Situations When a Global Security Will Be Terminated. If termination occurs,
we may issue the capital securities through another book-entry clearing system
or decide that the capital securities may no longer be held through any
book-entry clearing system.
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Special Considerations for Global Securities
As an
indirect owner, an investors rights relating to a global security will be
governed by the account rules of the depositary and those of the
investors bank, broker, financial institution or other intermediary through
which it holds its interest (e.g., Euroclear or Clearstream, if DTC is the
depositary), as well as general laws relating to securities transfers. We do
not recognize this type of investor or any intermediary as a holder of capital
securities and instead deal only with the depositary that holds the global
security.
If
capital securities are issued only in the form of a global security, an
investor should be aware of the following:
·
An investor cannot cause the capital securities to be
registered in his or her own name, and cannot obtain non-global certificates
for his or her interest in the capital securities, except in the special
situations we describe below;
·
An investor will be an indirect holder and must look
to his or her own bank, broker or other financial institutions for payments on
the capital securities and protection of his or her legal rights relating to
the capital securities, as we describe above under Who Is the Legal Owner of
a Registered Security?;
·
An investor may not be able to sell interests in the
capital securities to some insurance companies and other institutions that are
required by law to own their capital securities in non-book-entry form;
·
An investor may not be able to pledge his or her
interest in a global security in circumstances where certificates representing
the capital securities must be delivered to the lender or other beneficiary of
the pledge in order for the pledge to be effective;
·
The depositarys policies will govern payments,
deliveries, transfers, exchanges, notices and other matters relating to an
investors interest in a global security, and those policies may change from
time to time. We will have no responsibility for any aspect of the depositarys
policies, actions or records of ownership interests in a global security. We
also do not supervise the depositary in any way;
·
The depositary may require that those who purchase and
sell interests in a global security within its book-entry system use
immediately available funds and your bank, broker or other financial
institutions may require you to do so as well; and
·
Financial institutions that participate in the
depositarys book-entry system and through which an investor holds its interest
in the global securities, directly or indirectly, may also have their own
policies affecting payments, deliveries, transfers, exchanges, notices and
other matters relating to the capital securities, and those policies may change
from time to time. For example, if you hold an interest in a global security
through Euroclear or Clearstream, when DTC is the depositary, Euroclear or
Clearstream, as applicable, may require those who purchase and sell interests
in that security through them to use immediately available funds and comply
with other policies and procedures, including deadlines for giving instructions
as to transactions that are to be effected on a particular day. There may be
more than one financial intermediary in the chain of ownership for an investor.
We do not monitor and are not responsible for the policies or actions or
records of ownership interests of any of those intermediaries.
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Holders Option to Obtain a Non-Global Security; Special
Situations When a Global Security Will Be Terminated
If we
issue capital securities in book-entry form but we choose to give the
beneficial owners the right to obtain non-global securities, any beneficial
owner entitled to obtain non-global capital securities may do so by following
the applicable procedures of the depositary, the property trustee and that
owners bank, broker or other financial institutions through which that owner
holds its beneficial interest in the capital securities. If you are entitled to
request a non-global certificate and wish to do so, you will need to allow
sufficient lead time to enable us or our agent to prepare the requested
certificate.
In
addition, in a few special situations described below, a global security will
be terminated and interests in it will be exchanged for certificates in
non-global form representing the capital securities it represented. After that
exchange, the choice of whether to hold the capital securities directly or in
street name will be up to the investor. Investors must consult their own banks,
brokers or other financial institutions, to find out how to have their
interests in a global security transferred on termination to their own names,
so that they will be holders. We have described the rights of holders and
street name investors above under Who Is the Legal Owner of a Registered
Security?
The
special situations for termination of a global security are as follows:
·
if the depositary notifies us that it is unwilling,
unable or no longer qualified to continue as depositary for that global security
and we do not appoint another institution to act as depositary within 60 days;
·
if we notify the applicable trustee that we wish to
terminate that global security; or
·
if an event of default has occurred with regard to the
capital securities and has not been cured or waived.
If a
global security is terminated, only the depositary, and not us, is responsible
for deciding the names of the institutions in whose names the capital
securities represented by the global security will be registered and, therefore,
who will be the holders of those capital securities.
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Considerations
Relating to DTC
DTC
has informed us that it is a limited-purpose trust company organized under the
New York Banking Law, a banking organization within the meaning of the New
York Banking Law, a member of the Federal Reserve System, a clearing
corporation within the meaning of the New York Uniform Commercial Code and a
clearing agency registered pursuant to the provisions of Section 17A of
the Securities Exchange Act of 1934. DTC holds securities that DTC participants
deposit with DTC. DTC also facilitates the settlement among DTC participants of
securities transactions, such as transfers and pledges in deposited securities
through electronic computerized book-entry changes in DTC participants
accounts, thereby eliminating the need for physical movement of certificates.
DTC participants include securities brokers and dealers, banks, trust companies
and clearing corporations, and may include other organizations. Indirect access
to the DTC system also is available to others such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship
with a participant, either directly or indirectly. The rules applicable to
DTC and DTC participants are on file with the SEC. More information about DTC
can be found at www.dtcc.org and www.dtcc.com.
Purchases
of capital securities within the DTC system must be made by or through DTC
participants, which will receive a credit for the capital securities on DTCs
records. The ownership interest of each actual purchaser of each capital
security is in turn to be recorded on the direct and indirect participants
records including Euroclear and Clearstream. Transfers of ownership interests
in the capital securities are to be accomplished by entries made on the books
of participants acting on behalf of beneficial owners.
Redemption
notices will be sent to DTC. If less than all of the capital securities are
being redeemed, DTC will determine the amount of the interest of each direct
participant to be redeemed in accordance with its then current procedures.
In
instances in which a vote is required, neither DTC nor its nominee,
Cede & Co. (or any other DTC nominee), will itself consent or vote
with respect to the capital securities. Under its usual procedures, DTC would
mail an omnibus proxy to the property trustee as soon as possible after the
record date. The omnibus proxy assigns Cede & Co.s consenting or
voting rights to those direct participants to whose accounts such capital
securities are credited on the record date (identified in a listing attached to
the omnibus proxy).
Distribution
payments on the capital securities will be made by the property trustee to DTC
or its nominee. DTCs usual practice is to credit direct participants accounts
upon DTCs receipt of funds and corresponding detail information, on the payable
date in accordance with their respective holdings shown on DTCs records.
Payments by DTC participants to beneficial owners will be governed by standing
instructions and customary practices and will be the responsibility of such
participants and not of DTC, the property trustee or us, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of distributions to DTC is the responsibility of the property trustee,
and disbursements of such payments to the beneficial owners are the
responsibility of direct and indirect participants.
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The
information in this section concerning DTC and DTCs book-entry system has been
obtained from sources that we believe to be accurate, but we assume no
responsibility for the accuracy thereof. We do not have any responsibility for
the performance by DTC or its participants of their respective obligations as
described herein or under the rules and procedures governing their
respective operations.
Considerations Relating to Euroclear and Clearstream
Euroclear
and Clearstream are securities clearance systems in Europe. Both systems clear
and settle securities transactions between their participants through the
electronic, book-entry delivery of securities against payment.
Euroclear
and Clearstream may be depositaries for a global security. In addition, if DTC
is the depositary for a global security, Euroclear and Clearstream may hold
interests in the global security as participants in DTC.
As
long as any global security is held by Euroclear or Clearstream, as depositary,
you may hold an interest in the global security only through an organization
that participates, directly or indirectly, in Euroclear or Clearstream. If
Euroclear or Clearstream is the depositary for a global security and there is
no depositary in the U.S., you will not be able to hold interests in that
global security through any securities clearance system in the U.S.
Payments,
deliveries, transfers, exchanges, notices and other matters relating to the
capital securities made through Euroclear or Clearstream must comply with the rules and
procedures of those systems. Those systems could change their rules and
procedures at any time. We have no control over those systems or their
participants and we take no responsibility for their activities. Transactions
between participants in Euroclear or Clearstream, on one hand, and participants
in DTC, on the other hand, when DTC is the depositary, would also be subject to
DTCs rules and procedures.
Special Timing Considerations Relating to Transactions in
Euroclear and Clearstream
Investors
will be able to make and receive through Euroclear and Clearstream payments,
deliveries, transfers, exchanges, notices and other transactions involving any
capital securities held through those systems only on days when those systems
are open for business. Those systems may not be open for business on days when
banks, brokers and other financial institutions are open for business in the
U.S.
In
addition, because of time-zone differences, U.S. investors who hold their
interests in the capital securities through these systems and wish to transfer
their interests, or to receive or make a payment or delivery or exercise any
other right with respect to their interests, on a particular day may find that
the transaction will not be effected until the next business day in Luxembourg
or Brussels, as applicable. Thus, investors who wish to exercise rights that
expire on a particular day may need to act before the expiration date. In
addition, investors who hold their interests through both DTC and Euroclear or
Clearstream may need to make special arrangements to finance any purchases or
sales of their interests between the U.S. and European clearing systems, and
those transactions may settle later than would be the case for transactions
within one clearing system.
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DESCRIPTION OF THE SUBORDINATED GUARANTEES
Ameriprise
will execute and deliver a subordinated guarantee concurrently with the
issuance by each Ameriprise Capital Trust of its capital securities for the
benefit of the holders from time to time of those capital securities. U.S. Bank
National Association will act as the guarantee trustee under each subordinated
guarantee for the purposes of compliance with the Trust Indenture Act and each
subordinated guarantee will be qualified as an indenture under the Trust
Indenture Act. The guarantee trustee will hold the subordinated guarantee for
the benefit of the holders of the applicable Ameriprise Capital Trusts capital
securities.
Because
this section is only a summary, it does not describe every aspect of the
subordinated guarantees. This summary is subject to and qualified in its
entirety by reference to all the provisions of each subordinated guarantee,
including the definitions of terms, and those provisions made part of each
subordinated guarantee by the Trust Indenture Act. A form of subordinated
guarantee is filed as an exhibit to the registration statement that includes
this prospectus. A copy of the form of the subordinated guarantee is available
upon request from the guarantee trustee. If indicated in your prospectus
supplement, the terms of a particular subordinated guarantee may differ from
the terms discussed below.
General
Ameriprise
will unconditionally agree to pay in full on a subordinated basis the guarantee
payments to the holders of the capital securities covered by the subordinated
guarantee, as and when due.
The
following payments constitute guarantee payments with respect to capital
securities that, to the extent not paid by or on behalf of the Ameriprise
Capital Trust, will be subject to the applicable subordinated guarantee:
·
any accumulated and unpaid distributions required to
be paid on the applicable capital securities, to the extent that the Ameriprise
Capital Trust has funds legally available for that purpose at that time;
·
the applicable redemption price with respect to any
capital securities called for redemption, and all accumulated and unpaid
distributions to the date of redemption, to the extent that the Ameriprise
Capital Trust has funds legally available for that purpose at that time; and
·
upon a voluntary or involuntary dissolution,
winding-up or termination of an Ameriprise Capital Trust, unless the preferred
securities are redeemed or the junior subordinated debentures owned by the
Ameriprise Capital Trust are distributed to holders of the capital securities
in accordance with the terms of the trust agreement, the lesser of:
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·
the aggregate of the liquidation amount and all
accumulated and unpaid distributions to the date of payment, to the extent that
the Ameriprise Capital Trust has funds legally available, and
·
the amount of assets of the Ameriprise Capital Trust
remaining available for distribution to holders of capital securities on
liquidation of the Ameriprise Capital Trust.
Our
obligation to make a guarantee payment may be satisfied by direct payment of
the required amounts by us to the holders of the capital securities or by
causing the Ameriprise Capital Trust to pay those amounts to the holders.
Ameriprise
may assert as a defense with respect to its obligations under the subordinated
guarantee any defense that is available to an Ameriprise Capital Trust.
Each
subordinated guarantee will be a guarantee of the Ameriprise Capital Trusts
payment obligations described above under the capital securities covered by the
subordinated guarantee, but will apply only to the extent that the Ameriprise
Capital Trust has funds legally available to make such payments, and is not a
guarantee of collection. See Additional Information Relating to the
Subordinated Guarantees Status of the Subordinated Guarantees.
If we
do not make payments on the junior subordinated debentures owned by an
Ameriprise Capital Trust, the Ameriprise Capital Trust will not be able to pay
any amounts payable with respect to its capital securities and will not have
funds legally available for that purpose. In that event, holders of the capital
securities would not be able to rely upon the subordinated guarantee for
payment of those amounts. Each subordinated guarantee will have the same
ranking as the junior subordinated debentures owned by the Ameriprise Capital
Trust that issues the capital securities covered by the subordinated guarantee.
See Additional Information Relating to the Subordinated Guarantees Status
of the Subordinated Guarantees. No subordinated guarantee will limit the
incurrence or issuance of other secured or unsecured debt of Ameriprise.
We
have, through the applicable subordinated guarantee, the trust agreement, the
junior subordinated debentures, the junior debt indenture and the expense
agreement, taken together, fully and unconditionally guaranteed all of the
applicable Ameriprise Capital Trusts obligations under the capital securities.
No single document standing alone or operating in conjunction with fewer than
all of the other documents constitutes a full and unconditional subordinated
guarantee. It is only the combined operation of these documents that has the
effect of providing a full and unconditional subordinated guarantee of an
Ameriprise Capital Trusts obligations under its capital securities.
Additional Information Relating to the Subordinated
Guarantees
Status of the Subordinated Guarantees
Each
subordinated guarantee will constitute an unsecured obligation of Ameriprise
and will rank equal to the junior subordinated debentures owned by the
Ameriprise Capital Trust that issues the capital securities covered by the
subordinated guarantee. See Description of Junior Subordinated Debentures
Subordination Provisions for a description of this subordination.
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Each
subordinated guarantee will constitute a guarantee of payment and not of
collection. Any holder of capital securities covered by the subordinated
guarantee may institute a legal proceeding directly against us to enforce its
rights under the subordinated guarantee without first instituting a legal
proceeding against any other person or entity. Each subordinated guarantee will
be held by the guarantee trustee for the benefit of the holders of the
applicable capital securities. Each subordinated guarantee will not be
discharged except by payment of the guarantee payments in full to the extent
not paid by or on behalf of the Ameriprise Capital Trust or, if applicable,
distribution to the holders of the capital securities of the junior
subordinated debentures owned by the Ameriprise Capital Trust.
Amendments and Assignment
Except
with respect to any changes that do not materially adversely affect in any
material respect the rights of holders of the capital securities issued by the
Ameriprise Capital Trust, in which case no approval will be required, the
subordinated guarantee that covers the capital securities may not be amended
without the prior approval of the holders of at least a majority of the
aggregate liquidation amount of the outstanding capital securities covered by
the subordinated guarantee. The manner of obtaining any such approval is as set
forth under Description of Capital Securities the Ameriprise Capital Trusts May Offer
Special Situations Voting Rights; Amendment of the Trust Agreements.
All subordinated guarantees and agreements contained in each subordinated
guarantee will bind the successors, assigns, receivers, trustees and
representatives of Ameriprise and will inure to the benefit of the holders of
the then outstanding capital securities covered by the subordinated guarantee.
Events of Default
An
event of default under a subordinated guarantee will occur upon the failure of
Ameriprise to perform any of its payment obligations for five days under that
subordinated guarantee, or to perform any non-payment obligation if the
non-payment default remains unremedied for 30 days following notice to
Ameriprise by the guarantee trustee or to Ameriprise and the guarantee trustee
by the holders of at least 25% in liquidation amount of outstanding capital
securities specifying such default and requiring it to be remedied. If an event
of default under a subordinated guarantee occurs and is continuing, the
guarantee trustee will enforce the subordinated guarantee for the benefit of
the holders of capital securities covered by the subordinated guarantee. The
holders of a majority in aggregate liquidation amount of the outstanding
capital securities covered by the subordinated guarantee have the right to direct
the time, method and place of conducting any proceeding for any remedy
available to the guarantee trustee with respect to the subordinated guarantee
or to direct the exercise of any right or power conferred upon the guarantee
trustee under the subordinated guarantee.
The
holders of at least a majority in aggregate liquidation amount of the capital
securities have the right, by vote, to waive any past events of default and its
consequences under each subordinated guarantee, except a default in the payment
of the Guarantors obligations to make guarantee payments. If such a waiver
occurs, any event of default will cease to exist and be deemed to have been
cured under the terms of the subordinated guarantee.
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Any
holder of capital securities covered by the subordinated guarantee may
institute a legal proceeding directly against Ameriprise to enforce its rights
under the subordinated guarantee without first instituting a legal proceeding
against the Ameriprise Capital Trust, the guarantee trustee or any other person
or entity.
We, as
guarantor, are required to file annually with the guarantee trustee a
certificate as to whether or not we are in compliance with all the conditions
and covenants under the subordinated guarantee.
Information Concerning the Guarantee Trustee
The
guarantee trustee, other than during the occurrence and continuance of an event
of default under the subordinated guarantee, undertakes to perform only those
duties as are specifically set forth in the subordinated guarantee and, after
the occurrence of an event of default with respect to the subordinated
guarantee that has not been cured or waived, must exercise the rights and
powers vested in it by the subordinated guarantee using the same degree of care
and skill as a prudent person would exercise or use in the conduct of his or
her own affairs. Subject to this provision, the guarantee trustee is under no
obligation to exercise any of the rights or powers vested in it by the
subordinated guarantee at the request of any holder of the capital securities
covered by the subordinated guarantee unless it is offered reasonable
indemnity, including reasonable advances requested by it, against the costs,
expenses and liabilities that might be incurred in complying with the request
or direction.
Termination of the Subordinated Guarantee
Each
subordinated guarantee will terminate and be of no further effect upon:
·
full payment of the redemption price of all of the
capital securities covered by the subordinated guarantee;
·
full payment of the amounts payable with respect to
the capital securities upon liquidation of the Ameriprise Capital Trust; or
·
distribution of the junior subordinated debentures
owned by the Ameriprise Capital Trust to the holders of all the capital
securities covered by the subordinated guarantee.
Each
subordinated guarantee will continue to be effective or will be reinstated, as
the case may be, if at any time any holder of the capital securities covered by
the subordinated guarantee must repay any sums with respect to the capital
securities or the subordinated guarantee.
Governing Law
Each
subordinated guarantee will be governed by, and construed in accordance with,
the laws of the State of New York.
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The Expense Agreement
Pursuant
to the expense agreement that will be entered into by us under each trust
agreement, we will unconditionally guarantee on a subordinated basis to each
person or entity to whom an Ameriprise Capital Trust becomes indebted or
liable, the full payment of any costs, expenses or liabilities of such
Ameriprise Capital Trust, other than obligations of such Ameriprise Capital
Trust to pay to the holders of any capital securities or other similar
interests in such Ameriprise Capital Trust of the amounts owed to holders
pursuant to the terms of the capital securities or other similar interests, as
the case may be. The expense agreement will be enforceable by third parties.
Our Relationship with the Guarantee Trustee
See
Description of Capital Securities the Ameriprise Capital Trusts May Offer
Trustees and Administrators of the Ameriprise Capital Trusts Our
Relationship with the Property Trustee above for more information about our
relationship with U.S. Bank National Association.
RELATIONSHIP AMONG THE CAPITAL SECURITIES AND THE
RELATED INSTRUMENTS
Because
this section is only a summary, the following description of the relationship
among the capital securities, the junior subordinated debentures, the expense
agreement and the subordinated guarantee is not complete and is subject to, and
is qualified in its entirety by reference to, each trust agreement, the junior
debt indenture and the form of subordinated guarantee, each of which is or will
be incorporated as an exhibit to our registration statement, and the Trust Indenture
Act.
Full and Unconditional Guarantee
Payments
of distributions and other amounts due on the capital securities, to the extent
the applicable Ameriprise Capital Trust has funds available for the payment of
such distributions, are guaranteed by us on a subordinated basis as described
under Description of the Subordinated Guarantees. Taken together, our
obligations under the junior subordinated debentures, the junior debt
indenture, the trust agreement, the expense agreement, and the subordinated guarantee
provide, in the aggregate, a full and unconditional subordinated guarantee of
payments of distributions and other amounts due on the applicable capital
securities. No single document standing alone nor operating in conjunction with
fewer than all of the other documents constitutes such subordinated guarantee.
It is only the combined operation of these documents that has the effect of
providing a full and unconditional subordinated guarantee of the Ameriprise
Capital Trusts obligations under the capital securities. If and to the extent
that we do not make payments on the junior subordinated debentures, the
Ameriprise Capital Trust will not pay distributions or other amounts due on its
capital securities. The subordinated guarantee does not cover payment of
distributions when the Ameriprise Capital Trust does not have sufficient funds
to pay such distributions. In such an event, the remedy of a holder of any
capital securities is to institute a legal proceeding directly against us
pursuant to the terms of the junior debt indenture for enforcement of payment
of amounts of such distributions to such holder. Our obligations under each
guarantee are subordinate and junior in right of payment to all of our senior
debt to the same extent as the junior subordinated debentures.
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Sufficiency of Payments
As long as payments of interest and other payments are
made when due on the junior subordinated debentures, such payments will be
sufficient to cover distributions and other payments due on the capital
securities, primarily because:
·
the aggregate principal amount of the
junior subordinated debentures will be equal to the sum of the aggregate stated
liquidation amount of the capital securities and the common securities;
·
the interest rate and interest and other
payment dates on the junior subordinated debentures will match the distribution
rate and distribution and other payment dates for the capital securities;
·
we will pay, under the expense agreement,
for all and any costs, expenses and liabilities of an Ameriprise Capital Trust
except the Ameriprise Capital Trusts obligations to holders of its capital
securities under the capital securities; and
·
the trust agreement provides that an
Ameriprise Capital Trust will not engage in any activity that is inconsistent
with the limited purposes of such Ameriprise Capital Trust.
We have the right to set-off any payment we are
otherwise required to make under the junior debt indenture with a payment we
make under the subordinated guarantee.
Enforcement Rights of Holders of Capital Securities
A holder of any capital security may, to the extent
permissible under applicable law, institute a legal proceeding directly against
us to enforce its rights under the applicable subordinated guarantee without
first instituting a legal proceeding against the guarantee trustee, the
Ameriprise Capital Trust or any other person or entity.
In the event of payment defaults under, or
acceleration of, our senior debt, the subordination provisions of the junior
debt indenture will provide that no payments may be made with respect to the
junior subordinated debentures until the senior debt has been paid in full or
any payment default has been cured or waived. Failure to make required payments
on the junior subordinated debentures would constitute an event of default
under the junior debt indenture.
Limited Purpose of Ameriprise Capital Trusts
Each Ameriprise Capital Trusts capital securities
evidence a preferred and undivided beneficial interest in the Ameriprise
Capital Trust, and each Ameriprise Capital Trust exists for the sole purpose of
issuing its capital securities and common securities and investing the proceeds
thereof in junior subordinated debentures and engaging in only those other
activities necessary or incidental thereto. A principal difference between the
rights of a holder of a capital security and a holder of a junior subordinated
debenture is that a holder of a junior subordinated debenture is entitled to
receive from us the principal amount of and interest accrued on junior
subordinated debentures held, while a holder of capital securities is entitled
to receive distributions from an Ameriprise Capital Trust, or from us under the
applicable subordinated guarantee, if and to the extent such Ameriprise Capital
Trust has funds available for the payment of such distributions.
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Rights Upon Termination
Upon any voluntary or involuntary termination, winding-up
or liquidation of an Ameriprise Capital Trust involving our liquidation, the
holders of the capital securities will be entitled to receive, out of the
assets held by such Ameriprise Capital Trust, the liquidation distribution.
Upon any voluntary or involuntary liquidation or bankruptcy of ours, the
property trustee, as holder of the junior subordinated debentures, would be a
subordinated creditor of ours, subordinated in right of payment to all senior
debt as set forth in the junior debt indenture, but entitled to receive payment
in full of principal and interest, before any stockholders of ours receive
payments or distributions. Since we are the guarantor under each subordinated
guarantee and have agreed, under the expense agreement, to pay for all costs,
expenses and liabilities of an Ameriprise Capital Trust, other than the
Ameriprise Capital Trusts obligations to the holders of its capital
securities, the positions of a holder of such capital securities and a holder
of such junior subordinated debentures relative to other creditors and to our
stockholders in the event of our liquidation or bankruptcy are expected to be
substantially the same.
PLAN OF DISTRIBUTION
Initial Offering and Sale of Capital Securities
Ameriprise Capital Trust may sell capital securities:
·
to or through underwriting syndicates
represented by managing underwriters;
·
through one or more underwriters without
a syndicate for them to offer and sell to the public;
·
through dealers or agents; and
·
to investors directly in negotiated sales
or in competitively bid transactions.
Any underwriter, agent or dealer involved in the offer
and sale of the capital securities will be named in the prospectus supplement.
One or more of our subsidiaries may act as an underwriter or agent.
The prospectus supplement will describe:
·
the terms of the offering, including the
name of the agent or the name or names of any underwriters;
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·
the public offering or purchase price;
·
any discounts and commissions to be
allowed or paid to the agent or underwriters and all other items constituting
underwriting compensation;
·
any discounts and commissions to be
allowed or paid to dealers; and
·
other specific terms of the particular
offering or sale.
Only the agents or underwriters named in a prospectus
supplement are agents or underwriters in connection with the capital securities
being offered by that prospectus supplement.
Underwriters, agents and dealers may be entitled,
under agreements with us and/or our subsidiaries, to indemnification against
certain civil liabilities, including liabilities under the Securities Act of
1933 and/or to contribution by us and/or our subsidiaries with respect to payments
that the agents, dealers or underwriters may be required to make with respect
to such liabilities.
If we use underwriters in the sale of securities, the
underwriters will acquire the securities for their own account. The
underwriters may resell the securities from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. Underwriters to whom
capital securities are sold by us for public offering and sale are obliged to
purchase all of those securities if any are purchased. This obligation is
subject to certain conditions and may be modified in the prospectus supplement.
If we use dealers in the sale of securities, we will
sell the securities to them as principals. They may then resell those
securities to the public at varying prices determined by the dealers at the
time of resale. The dealers participating in any sale of the securities may be
deemed to be underwriters within the meaning of the Securities Act of 1933 with
respect to any sale of those securities.
To the extent required, offerings of capital
securities will be conducted in compliance with Rule 5110 of the Financial
Industry Regulatory Authority (FINRA). Any subsidiary of ours that
participates in a particular offering of securities will comply with the
applicable requirements of NASD Rule 2720 (and the corresponding FINRA
rule, if any). In compliance with
guidelines of FINRA, the maximum commission or discount to be received by any
FINRA member or independent broker dealer in connection with sale of the
securities offered pursuant to this prospectus will be fair and reasonable. The
determination of what is fair and reasonable will be based, among other
factors, on (i) the offering proceeds, (ii) the amount of risk assumed by the
FINRA member or independent broker dealer, and (iii) the type of securities
being offered.
Underwriters, dealers or agents may engage in
transactions with, or perform services for, us or our subsidiaries in the
ordinary course of business.
Market-Making Resales by Subsidiaries
This prospectus may be used by our subsidiaries in
connection with offers and sales of the securities in market-making
transactions. In market-making transactions, our subsidiaries may resell
securities they acquire from other holders, after the original offering and
sale of the securities. Resales of this kind may occur in the open market or
may be privately negotiated, at prevailing market prices at the time of resale
or at related or negotiated prices. In these transactions, our subsidiaries may
act as principal or agent. Our subsidiaries may receive compensation in the
form of discounts and commissions from both the purchaser and seller. Our
subsidiaries may also engage in transactions of this kind and may use this
prospectus for this purpose.
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Matters Relating to Initial Offering and Market-Making
Resales
Each series of securities will be a new issue, and
there will be no established trading market for any security prior to its
original issue date. We may not list a particular series of securities on a
securities exchange or quotation system. Any underwriters to whom we sell
securities for public offering may make a market in those securities. However,
no such underwriter that makes a market is obligated to do so, and any of them
may stop doing so at any time without notice. No assurance can be given as to
the liquidity or trading market for any of the securities.
During and after an offering through underwriters, the
underwriters may purchase and sell the securities in the open market. These
transactions may include overallotment and stabilizing transactions and
purchases to cover syndicate short positions created in connection with the
offering. The underwriters may also impose a penalty bid, whereby selling
concessions allowed to syndicate members or other broker-dealers for the
offered securities sold for their account may be reclaimed by the syndicate if
such offered securities are repurchased by the syndicate in stabilizing or
covering transactions. These activities may stabilize, maintain or otherwise
affect the market price of the offered securities, which may be higher than the
price that might otherwise prevail in the open market. If commenced, these
activities may be discontinued at any time.
Unless otherwise indicated in your prospectus
supplement or confirmation of sale, the purchase price of the securities will
be required to be paid in immediately available funds in New York City.
In this prospectus, the term this offering means the
initial offering of the securities made in connection with their original
issuance. This term does not refer to any subsequent resales of securities in
market-making transactions.
VALIDITY OF THE SECURITIES
Unless we state otherwise in any prospectus
supplement, certain matters of Delaware law relating to the validity of the
capital securities will be passed upon for the Ameriprise Capital Trusts by
Morris, Nichols, Arsht & Tunnell LLP. The validity of the junior
subordinated debentures and the subordinated guarantees will be passed upon for
Ameriprise by John C. Junek, Esq., our Executive Vice President and
General Counsel, and for any underwriters or agents by counsel named in your
prospectus supplement. Mr. Junek is regularly employed by Ameriprise,
participates in various Ameriprise employee benefit plans under which he may
receive shares of Ameriprise common stock. As of April 30, 2009, Mr. Junek
beneficially owned shares of our common stock having a fair market value of
approximately $650,000.00, vested stock options having a value of approximately
$140,000.00, and phantom share units in our Deferred Compensation Plan and
Supplemental Retirement Plan having a value of approximately $263,000.00. In
addition, Mr. Junek holds unvested options to purchase shares of our
common stock under the Ameriprise Financial 2005 Incentive Compensation Plan
which are not included in his beneficially owned shares.
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EXPERTS
The consolidated financial statements of Ameriprise
Financial, Inc. appearing in Ameriprise Financial, Inc.s Annual
Report (Form 10-K) for the year ended December 31, 2008 (including
the schedule appearing therein) and the effectiveness of Ameriprise Financial, Inc.s
internal control over financial reporting as of December 31, 2008, have
been audited by Ernst & Young LLP, independent registered public
accounting firm, as set forth in their reports thereon, included therein, and
incorporated herein by reference. Such consolidated financial statements and
schedule are incorporated herein by reference in reliance upon such reports
given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, current reports, proxy
statements and other information with the SEC. You may read and copy any
document we file at the SECs public reference room at 100 F Street NE,
Washington, D.C. Please call the SEC at l-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SECs website at http://www.sec.gov. You can also access our SEC
filings through our website at www.ameriprise.com.
The SEC allows us to incorporate by reference the
information we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information that we
incorporate by reference is considered to be part of this prospectus.
Information that we file later with the SEC will
automatically update and supersede this information. This means that you must
look at all of the SEC filings that we incorporate by reference to determine if
any of the statements in this prospectus or in any documents previously
incorporated by reference have been modified or superseded. We incorporate by
reference into this prospectus the following documents:
(a) Annual
Report on Form 10-K, filed on March 2, 2009 (including our 2008
Annual Report to Shareholders and our 2009 Proxy Statement to the extent
incorporated by reference therein).
(j) The
information contained in the section entitled Description of Capital Stock in
the Registration Statement on Form 10, as amended, filed on August 19,
2005, including any amendment or report filed for the purpose of updating such
description.
(k) All
documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the Exchange Act), before the
termination of this offering.
Nothing in this prospectus shall be deemed to
incorporate information furnished but not filed with the SEC pursuant to Item
2.02 or Item 7.01 of Form 8-K.
You may request a copy of these filings and any
exhibit incorporated by reference in these filings at no cost, by writing or
telephoning us at the following address or number:
Ameriprise Financial, Inc.
243 Ameriprise Financial Center
Minneapolis, MN 55474
(612) 671-1805
Attention: Investor Relations
CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
We have included or incorporated by reference in this
prospectus statements that may constitute forward-looking statements within
the meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are not historical facts
but instead represent only Ameriprises belief regarding future events, many of
which, by their nature, are inherently uncertain and outside of Ameriprises
control. It is possible that Ameriprises actual results may differ, possibly
materially, from the anticipated results indicated in these forward-looking
statements.
Information regarding important factors that could
cause actual results to differ, perhaps materially, from those in Ameriprises
forward-looking statements is contained under the caption Managements
Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements in Ameriprises Annual Report on Form 10-K
for the year ended December 31, 2008, which is incorporated into this
prospectus by reference. See Where You Can Find More Information above for
information about how to obtain a copy of this annual report.
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No dealer, salesperson or other person is authorized
to give any information or to represent anything not contained in this
prospectus. You must not rely on any unauthorized information or
representations. This prospectus is an offer to sell only the securities it
describes, but only under circumstances and in jurisdictions where it is lawful
to do so. The information contained in this prospectus is current only as of
its date.
Ameriprise Financial, Inc.
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PART II
INFORMATION NOT REQUIRED IN A
PROSPECTUS
Item 14.
Other
Expenses of Issuance and Distribution
The following is a statement of the expenses (all of
which are estimated other than the SEC registration fee) to be incurred by the
Registrants in connection with the distribution of the securities registered
under this registration statement:
|
|
Amount
to be paid
|
|
SEC registration fee
|
|
*
|
|
Legal fees and expenses
|
|
$
|
200,000
|
|
Accounting fees and expenses
|
|
200,000
|
|
Rating agency fees
|
|
750,000
|
|
Printing fees
|
|
100,000
|
|
Trustee fees and expenses
|
|
15,000
|
|
Miscellaneous
|
|
25,000
|
|
Total
|
|
$
|
1,290,000
|
|
*
|
deferred
in accordance with Rule 456(b) and 457(r) of the Securities Act of 1933, as
amended, except for the registration fees applied in accordance with Rule 457(p)
as described in footnote (1) to the Calculation of Registration Fee Table.
|
Item 15.
Indemnification of
Directors and Officers
Article VI of the Registrants Amended and Restated
Bylaws provides as follows:
Section 6.01.
Nature Of Indemnity
. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (a Proceeding), whether
civil, criminal, administrative or investigative, by reason of the fact that he
or she is or was or has agreed to become a Director or officer of the
Corporation, or is or was serving or has agreed to serve at the request of the
Corporation as a Director or officer, of another corporation, partnership,
joint venture, trust or other enterprise, or by reason of any action alleged to
have been taken or omitted in such capacity, and may indemnify any person who
was or is a party or is threatened to be made a party to such a Proceeding by
reason of the fact that he or she is or was or has agreed to become an employee
or agent of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her or on his or her behalf in
connection with such Proceeding and any appeal therefrom, if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal Proceeding, had no reasonable cause to believe his or her conduct was
unlawful; except that in the case of a Proceeding by or in the right of the
Corporation to procure a judgment in its favor (1) such indemnification shall
be limited to expenses (including attorneys fees) actually and reasonably
incurred by such person in the defense or settlement of such Proceeding, and (2)
no indemnification shall be made in respect of
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any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such Proceeding was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper. Notwithstanding the foregoing, but subject to Section 6.05
of these By-Laws, the Corporation shall not be obligated to indemnify a
Director or officer of the Corporation in respect of a Proceeding (or part
thereof) instituted by such Director or officer, unless such Proceeding (or
part thereof) has been authorized by the Board of Directors. The termination of
any Proceeding by judgment, order settlement, conviction, or upon a plea of
nolo contendere
or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal Proceeding, had
reasonable cause to believe that his or her conduct was unlawful.
Section 6.02.
Successful
Defense
. To the extent that a present or former Director or officer
of the Corporation has been successful on the merits or otherwise in defense of
any Proceeding referred to in Section 6.01 hereof or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys fees) actually and reasonably incurred by such person in
connection therewith.
Section 6.03.
Determination That Indemnification Is Proper
.
Any indemnification of a present or
former Director or officer of the Corporation under Section 6.01 hereof (unless
ordered by a court) shall be made by the Corporation unless a determination is
made that indemnification of the present or former Director or officer is not
proper in the circumstances because he or she has not met the applicable
standard of conduct set forth in Section 6.01 hereof. Any indemnification of a
present or former employee or agent of the Corporation under Section 6.01
hereof (unless ordered by a court) may be made by the Corporation upon a
determination that indemnification of the present or former employee or agent
is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in Section 6.01 hereof. Any such determination
shall be made, with respect to a person who is a Director or officer at the
time of such determination, (1) by a majority vote of the Directors who are not
parties to such Proceeding, even though less than a quorum, or (2) by a
committee of such Directors designated by majority vote of such Directors, even
though less than a quorum, or (3) if there are no such Directors, or if such
Directors so direct, by independent legal counsel in a written opinion, or (4) by
the stockholders.
Section 6.04.
Advance
Payment Of Expenses
. Expenses (including attorneys fees) incurred
by a Director or officer in defending any civil, criminal, administrative or
investigative Proceeding shall be paid by the Corporation in advance of the
final disposition of such Proceeding upon receipt of an undertaking by or on
behalf of the Director or officer to repay such amount if it shall ultimately
be determined that such person is not entitled to be indemnified by the
Corporation as authorized in this Article. Such expenses (including attorneys
fees) incurred by former Directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the Corporation deems
appropriate. The Board of Directors may authorize the Corporations counsel to
represent such Director, officer, employee or agent in any Proceeding, whether
or not the Corporation is a party to such Proceeding.
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Section 6.05.
Procedure For Indemnification Of Directors And
Officers
. Any indemnification
of a Director or officer of the Corporation under Sections 6.01 and 6.02, or
advance of costs, charges and expenses to a Director or officer under Section 6.04
of these By-Laws, shall be made promptly, and in any event within thirty (30)
days, upon the written request of the Director or officer. If a determination
by the Corporation that the Director or officer is entitled to indemnification
pursuant to this Article VI is required, and the Corporation fails to respond
within thirty (30) days to a written request for indemnity, the Corporation
shall be deemed to have approved such request. If the Corporation denies a
written request for indemnity or advancement of expenses, in whole or in part,
or if payment in full pursuant to such request is not made within thirty (30)
days, the right to indemnification or advances as granted by this Article VI
shall be enforceable by the Director or officer in any court of competent
jurisdiction. Such persons costs and expenses incurred in connection with
successfully establishing his or her right to indemnification, in whole or in
part, in any such Proceeding shall also be indemnified by the Corporation. It
shall be a defense to any such Proceeding (other than an action brought to
enforce a claim for the advance of costs, charges and expenses under Section 6.04
of these By-Laws where the required undertaking, if any, has been received by
the Corporation) that the claimant has not met the standard of conduct set
forth in Section 6.01 of these By-Laws, but the burden of proving such defense
shall be on the Corporation. Neither the failure of the Corporation (including
its Board of Directors, its independent legal counsel, and its stockholders) to
have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or
she has met the applicable standard of conduct set forth in Section 6.01 of
these By-Laws, nor the fact that there has been an actual determination by the
Corporation (including its Board of Directors, its independent legal counsel,
and its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
Section 6.06.
Survival; Preservation Of Other Rights
. The foregoing indemnification provisions shall
be deemed to be a contract between the Corporation and each Director, officer,
employee and agent who serves in any such capacity at any time while these
provisions as well as the relevant provisions of the Delaware General
Corporation Law are in effect and any repeal or modification thereof shall not
affect any right or obligation then existing with respect to any state of facts
then or previously existing or any Proceeding previously or thereafter brought
or threatened based in whole or in part upon any such state of facts. Such a contract
right may not be modified retroactively without the consent of such Director,
officer, employee or agent. The indemnification provided by this Article VI
shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any by-law, agreement, vote of stockholders or
disinterested Directors or otherwise, both as to action in such persons
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a Director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Section 6.07.
Insurance
. The Corporation may purchase and maintain
insurance on behalf of any person who is or was or has agreed to become a
Director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a Director or officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
or on
II-3
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such
persons behalf in any such capacity, or arising out of such persons status as
such, whether or not the Corporation would have the power to indemnify him or
her against such liability under the provisions of this Article VI.
Section 6.08.
Severability
. If this Article VI or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Director or officer and may
indemnify each employee or agent of the Corporation as to costs, charges and
expenses (including attorneys fees), judgments, fines and amounts paid in
settlement with respect to a Proceeding, whether civil, criminal,
administrative or investigative, including a Proceeding by or in the right of
the Corporation, to the fullest extent permitted by any applicable portion of
this Article VI that shall not have been invalidated and to the fullest extent
permitted by applicable law.
Section 145 of the Delaware General Corporation Law
permits indemnification against expenses, fines, judgments and settlements
incurred by any director, officer or employee of a company in the event of
pending or threatened civil, criminal, administrative or investigative
proceedings, if such person was, or was threatened to be made, a party by
reason of the fact that he is or was a director, officer or employee of the
company. Section 145 also provides that the indemnification provided for
therein shall not be deemed exclusive of any other rights to which those
seeking indemnification may otherwise be entitled.
In addition, the Registrant has purchased insurance
policies that provide coverage for its directors and officers in certain
situations where the Registrant cannot directly indemnify such directors or
officers.
For the undertaking with respect to indemnification,
see Item 17 below.
Item 16.
Exhibits
See Exhibits Index which is incorporated herein by
reference.
Item 17.
Undertakings
(a) Each of the undersigned Registrants hereby
undertake:
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated
II-4
Table of Contents
maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the Calculation
of Registration Fee table in the effective registration statement; and
(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;
provided
,
however
,
that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the SEC by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b) that is
part of the registration statement.
(2) That, for the purpose of determining
any liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be 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.
(4) That, for the purpose of determining
liability under the Securities Act of 1933 to any purchaser:
(i) each prospectus filed by a
registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(ii) each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii) or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed to be
part of and included in the registration statement as of the earlier of the
date such form of prospectus is first used after effectiveness or the date of
the first contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be
a new effective date of the registration statement relating to the securities
in the registration statement to which the prospectus relates, and the offering
of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Provided
,
however
, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the
registration
II-5
Table of Contents
statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date.
(5) Each of the undersigned registrants
hereby undertakes that, for the purpose of determining liability of a
registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, each undersigned registrant undertakes that in
a primary offering of securities of an undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(i) Any preliminary prospectus or
prospectus of an undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating
to the offering prepared by or on behalf of an undersigned registrant or used
or referred to by an undersigned registrant;
(iii) The portion of any other free writing
prospectus relating to the offering containing material information about an
undersigned registrant or its securities provided by or on behalf of an
undersigned registrant; and
(iv) Any other communication that is an
offer in the offering made by an undersigned registrant to the purchaser.
(b) Each
of the undersigned registrants hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
registrants annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be 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.
(c) Each
of the undersigned registrants hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection (a)
of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act.
(d) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of each registrant
pursuant to the provisions described under Item 15 above, or otherwise, each
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for
II-6
Table of Contents
indemnification
against such liabilities (other than the payment by a registrant of expenses
incurred or paid by a director, officer or controlling person of a 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, that 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-7
Table of Contents
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, Ameriprise
Financial, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis, State of
Minnesota, on the 4
th
day of May, 2009.
|
AMERIPRISE FINANCIAL,
INC.
|
|
|
|
|
|
By:
|
/s/ John C. Junek
|
|
|
John C. Junek
|
|
|
Executive Vice
President and General Counsel
|
POWER OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Walter S. Berman, James M. Cracchiolo, John C. Junek
and David K. Stewart, and each of them, as true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities to sign a
Registration Statement on Form S-3 and any and all amendments (including
post-effective amendments) thereto, and to file the same, with the exhibits
thereto, and other documents in connection herewith, including any related
registration statement filed pursuant to Rule 462(b) of the
Securities Act of 1933, with the Securities and Exchange Commission, granting
unto said attorneys-in-law and agents, and each of them, full power and
authority to do and perform each and every act and thing required and necessary
to be done in and about the foregoing as fully for all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed below by the following persons in the capacities indicated as
of the 4
th
day of May, 2009.
SIGNATURE
|
|
TITLE
|
|
|
|
*
|
|
Chairman and Chief
Executive Officer
|
JAMES M. CRACCHIOLO
|
|
(Principal Executive
Officer and Director)
|
|
|
|
|
|
|
*
|
|
Executive Vice
President and Chief Financial Officer
|
WALTER S. BERMAN
|
|
(Principal Financial
Officer)
|
|
|
|
|
|
|
*
|
|
Senior Vice President
and Controller
|
DAVID K. STEWART
|
|
(Chief Accounting
Officer)
|
II-8
Table of Contents
*
|
|
Director
|
WARREN D. KNOWLTON
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
W. WALKER LEWIS
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
SIRI S. MARSHALL
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
JEFFREY NODDLE
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
H. JAY SARLES
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
ROBERT F. SHARPE, JR.
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
WILLIAM H. TURNER
|
|
|
* John C. Junek, Esq.
as attorney-in-fact
II-9
Table of
Contents
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, Ameriprise
Capital Trust I, Ameriprise Capital Trust II, Ameriprise Capital Trust III, and
Ameriprise Capital Trust IV each certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its behalf by each
of the undersigned, thereunto duly authorized, in the City of Minneapolis,
Minnesota, on the 4
th
day of May, 2009.
|
AMERIPRISE CAPITAL
TRUST I
|
|
(Registrant)
|
|
|
|
By: Ameriprise
Financial, Inc.,
|
|
|
|
as sponsor
|
|
|
|
By:
|
/s/ John C. Junek
|
|
Name: John C. Junek
|
|
Title: Executive Vice
President and General Counsel
|
|
|
|
AMERIPRISE CAPITAL
TRUST II
|
|
(Registrant)
|
|
|
|
By: Ameriprise
Financial, Inc.,
|
|
|
|
as sponsor
|
|
|
|
By:
|
/s/ John C. Junek
|
|
Name: John C. Junek
|
|
Title: Executive Vice
President and General Counsel
|
|
|
|
AMERIPRISE CAPITAL
TRUST III
|
|
(Registrant)
|
|
|
|
By: Ameriprise
Financial, Inc.,
|
|
|
|
as sponsor
|
|
|
|
By:
|
/s/ John C. Junek
|
|
Name: John C. Junek
|
|
Title: Executive Vice
President and General Counsel
|
II-10
Table of Contents
|
AMERIPRISE CAPITAL
TRUST IV
|
|
(Registrant)
|
|
|
|
By: Ameriprise
Financial, Inc.,
|
|
|
|
as sponsor
|
|
|
|
By:
|
/s/ John C. Junek
|
|
Name: John C. Junek
|
|
Title: Executive Vice
President and General Counsel
|
II-11
Table of Contents
EXHIBITS INDEX
Exhibit
|
|
Description
|
1(a)
|
|
|
Form of Underwriting
Agreement for senior and subordinated debt securities.*
|
|
|
|
|
1(b)
|
|
|
Form of Underwriting
Agreement for preferred stock and depositary shares.*
|
|
|
|
|
1(c)
|
|
|
Form of Underwriting
Agreement for common stock.*
|
|
|
|
|
1(d)
|
|
|
Form of Underwriting
Agreement for convertible debt securities.*
|
|
|
|
|
1(e)
|
|
|
Form of Underwriting
Agreement for warrants.*
|
|
|
|
|
1(f)
|
|
|
Form of Underwriting Agreement for securities of
Ameriprise Capital Trust I, Ameriprise Capital Trust II, Ameriprise Capital
Trust III and Ameriprise Capital Trust IV.*
|
|
|
|
|
1(g)
|
|
|
Form of Underwriting
Agreement for stock purchase contracts.*
|
|
|
|
|
1(h)
|
|
|
Form of Underwriting
Agreement for units.*
|
|
|
|
|
3(a)
|
|
|
Amended and Restated
Certificate of Incorporation of Ameriprise Financial, Inc. (incorporated by
reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K, File
No. 1-32525, filed October 4, 2005).
|
|
|
|
|
3(b)
|
|
|
Amended and Restated
Bylaws of Ameriprise Financial, Inc., as amended on November 28, 2006
(incorporated by reference to Exhibit 3.2 of the Registrants Annual Report
on Form 10-K, File No. 1-32525, filed February 27, 2007).
|
|
|
|
|
4(a)
|
|
|
Form of Indenture for
senior debt securities.**
|
|
|
|
|
4(b)
|
|
|
Form of Indenture for
senior subordinated debt securities.**
|
|
|
|
|
4(c)
|
|
|
Form of Indenture for
junior subordinated debt securities.**
|
|
|
|
|
4(d)
|
|
|
Form of Deposit Agreement.*
|
|
|
|
|
4(e)
|
|
|
Form of Warrant
Agreement, including the form of the Warrant Certificate.*
|
|
|
|
|
4(f)
|
|
|
Form of Stock Purchase
Contract Agreement, including the form of the Security Certificate.*
|
|
|
|
|
4(g)
|
|
|
Form of Unit Agreement,
including the form of the Unit Certificate.*
|
|
|
|
|
4(h)
|
|
|
Form of Pledge
Agreement.*
|
|
|
|
|
4(i)
|
|
|
Certificate of Trust of
Ameriprise Capital Trust I.**
|
Table of Contents
4(j)
|
|
|
Certificate of Trust of
Ameriprise Capital Trust II.**
|
|
|
|
|
4(k)
|
|
|
Certificate of Trust of
Ameriprise Capital Trust III.**
|
|
|
|
|
4(l)
|
|
|
Certificate of Trust of
Ameriprise Capital Trust IV.**
|
|
|
|
|
4(m)
|
|
|
Declaration of Trust of
Ameriprise Capital Trust I.**
|
|
|
|
|
4(n)
|
|
|
Declaration of Trust of
Ameriprise Capital Trust II.**
|
|
|
|
|
4(o)
|
|
|
Declaration of Trust of
Ameriprise Capital Trust III.**
|
|
|
|
|
4(p)
|
|
|
Declaration of Trust of
Ameriprise Capital Trust IV.**
|
|
|
|
|
4(q)
|
|
|
Form of Amended and
Restated Declaration of Trust for Ameriprise Capital Trust I, Ameriprise
Capital Trust II, Ameriprise Capital Trust III and Ameriprise Capital Trust
IV.**
|
|
|
|
|
4(r)
|
|
|
Form of Preferred
Securities Guarantee Agreement for Ameriprise Capital Trust I, Ameriprise
Capital Trust II, Ameriprise Capital Trust III and Ameriprise Capital Trust
IV. **
|
|
|
|
|
4(s)
|
|
|
Form of Specimen
Certificate of Preferred Stock and Form of Certificate of Designations for
Preferred Stock.*
|
|
|
|
|
5(a)
|
|
|
Opinion of John C.
Junek, Esq.
|
|
|
|
|
5(b)
|
|
|
Opinion of Morris,
Nichols, Arsht & Tunnell LLP, with respect to Ameriprise Capital Trust I,
Ameriprise Capital Trust II, Ameriprise Capital Trust III, and Ameriprise
Capital Trust IV.
|
|
|
|
|
12
|
|
|
Statement regarding
computation of ratios of earnings to fixed charges (incorporated by reference
to Exhibit 12 of the Registrants Annual Report on Form 10-K filed March 2,
2009).
|
|
|
|
|
23(a)
|
|
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Consent of Ernst &
Young LLP, Independent Registered Public Accounting Firm.
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23(b)
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Consent of John C.
Junek, Esq. (included in Exhibit 5(a)).
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23(c)
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Consent of Morris,
Nichols, Arsht & Tunnell LLP. (included in Exhibit 5(b)).
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24
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Power of Attorney
(included on signature page).
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25(a)
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Form T-1 Statement of
Eligibility and Qualification under the Trust Indenture Act of 1939 of U.S.
Bank National Association, as Trustee under the senior debt indenture, the
senior subordinated debt indenture, and the junior subordinated debt
indenture.
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Table of Contents
25(b)
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Form T-1 Statement of
Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National
Association, as Trustee under Declaration of Trust of Ameriprise Capital
Trust I.
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25(c)
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Form T-1 Statement of
Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National
Association, as Trustee under the Declaration of Trust of Ameriprise Capital
Trust II.
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25(d)
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Form T-1 Statement of
Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National
Association, as Trustee under the Declaration of Trust of Ameriprise Capital
Trust III.
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25(e)
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Form T-1 Statement of
Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National
Association, as Trustee under the Declaration of Trust of Ameriprise Capital
Trust IV.
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25(f)
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Form T-1 Statement of
Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National
Association, as Trustee under the Capital Securities Guarantee of Ameriprise
with respect to the Capital Securities of Ameriprise Capital Trust I, the
Capital Securities of Ameriprise Capital Trust II, the Capital Securities of
Ameriprise Capital Trust III, and the Capital Securities of Ameriprise
Capital Trust IV.
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*
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To be filed by amendment
or as an exhibit to a document to be incorporated by reference herein in
connection with an offering of the offered securities.
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**
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Incorporated by
reference to the corresponding exhibit to the Registration Statement on
Form S-3 (Registration No. 333-133860) filed by Ameriprise
Financial, Inc., Ameriprise Capital Trust I, Ameriprise Capital Trust
II, Ameriprise Capital Trust III, and Ameriprise Capital Trust IV on
May 5, 2006.
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Filed herewith.
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