<PAGE>
PAGE 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-1
POST-EFFECTIVE AMENDMENT NUMBER THIRTY-FOUR TO
REGISTRATION STATEMENT NUMBER 2-55252
SERIES D-1 INVESTMENT CERTIFICATE
(FORMERLY SINGLE-PAYMENT CERTIFICATES, SERIES D-1)
UNDER
THE SECURITIES ACT OF 1933
IDS CERTIFICATE COMPANY
(IDS Certificate Company effective April 1984)
(Exact name of registrant as specified in charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
6725
(Primary Standard Industrial Classification Code Number)
41-6009975
(I.R.S. Employer Identification No.)
IDS Tower 10, Minneapolis, MN 55440, (612) 671-3131
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)
Bruce A. Kohn - IDS Tower 10, Minneapolis, MN 55440-0010,(612) 671-2221
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
The Registrant has registered an indefinite number or amount of
securities under the Securities Act of 1933 pursuant to Section 24-
f of the Investment Company Act of 1940. Registrants' Rule 24f-2
Notice for its most recent fiscal year willbe filed on or about
February 25, 1994.
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PAGE 2
<TABLE>
<CAPTION>
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c)
Page
Item Caption Number in
Number Prospectus Prospectus
<S> <C> <C>
Item 1. Forepart of the Cover,4
Registration Statement
and Outside Front Cover
Page of Prospectus.
Item 2. Inside Front and Available Information about 5
Outside Back Cover Pages IDSC.
of Prospectus.
Item 3. Summary Informa- Summary of Contents. 7-9
tion, Risk Factors
and Ratio of Earnings
to Fixed Charges.
Item 4. Use of Proceeds. How your money is used 15-18
and protected; Investment
Policies.
Item 5. Determination of Not Applicable. -
Offering Price.
Item 6. Dilution. Not Applicable. -
Item 7. Selling Security Not Applicable. -
Holders.
Item 8. Plan of Using the Series D-1 11,17-19
Distribution Investment Certificate;
How your certificate is
managed.
Item 9. Description of About the Series D-1 8-15
Securities to Be Investment Certificate;
Registered. Using the Series D-1
Investment Certificate.
Item 10. Interests of Not Applicable. -
Named Experts and Counsel.
</TABLE>
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<TABLE>
<CAPTION>
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c) (Continued)
Page
Item Caption Number in
Number Prospectus Prospectus
<S> <C> <C>
Item 11. Information with Invested and guaranteed 14-15;18,
Respect to the Registrant. by IDSC; Regulated by 19-21
Government; Relationship
between IDSC and IDS, Capital
structure and certificates
issued; Director and Officers.
Item 12. Disclosure of Directors and Officers; See 21
Commission Position on Item 17 in Part II.
Indemnification for
Securities Act Liabilities.
/TABLE
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PAGE 4
IDS Series D-1 Investment Certificate
Prospectus/April 27, 1994
This prospectus describes the Series D-1 Investment Certificate
(Series D-1) issued by IDS Certificate Company (IDSC). The Series
D-1 certificate is offered only in connection with the IDS
Retirement Plan, the IDS Incentive and Thrift Plan, the Career
Distributors' Retirement Plan (CDRP), the IDS DVP Retirement Plan,
the IDS Savings Plan and the IDS DVP Savings Plan of IDS Financial
Corporation and its subsidiary companies, and the IDS Mutual Funds
Profit Sharing Plan of the IDS MUTUAL FUND GROUP(individually a
"Plan" and collectively the "Plans"). These Plans have been
adopted for the exclusive benefit and participation of eligible
employees and personal financial planners of IDS Financial
Corporation and its subsidiary companies, and the IDS MUTUAL FUND
GROUP.
IDSC offers persons who retire as full-time employees or as full-
time financial planners or district managers of IDS Financial
Corporation (IDS) and its subsidiary companies the opportunity to
purchase the Series D-1 Certificate in Individual Retirement
Accounts (IRAs).
IDSC guarantees a specific rate of interest for each calendar
quarter. IDSC also guarantees the principal of your certificate
(page 5).
The Series D-1 certificate matures 20 years from its issue date.
Its value at maturity will be equal to total contributions made
plus interest earned and less any withdrawals (i.e. surrenders)
(page 6).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The prospectus gives you facts about the Series D-1 certificate and
describes its terms and conditions. You should read it to decide
if this certificate is the right investment for you. Keep it with
your investment records for future reference.
IDS Certificate Company
IDS Tower 10
Minneapolis, MN 55440-0010
1-800-437-3463
1-800-846-4293 (TTY)
An American Express company
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PAGE 5
Annual Interest Rates as of April 27, 1994
___________________________________________________________________
Simple Compound
Interest Effective
Rate Yield
4.94% 5.05%
___________________________________________________________________
These rates were in effect on the date of this prospectus. IDSC
reviews and may change its rates on new purchases each week. The
interest rate paid during the first calendar quarter the
certificate is owned will be that in effect on the date an
application or investment is accepted. IDSC guarantees that when
the rate for new purchases takes effect, the rate for the first
quarter will be within a specified range of the average 12-month
certificate of deposit rate then published by the BANK RATE MONITOR
National Index (tm), N. Palm Beach, FL 33408. Interest rates for
future calendar quarters are declared at the discretion of IDSC and
may be greater or less than the rates shown here.
The Series D-1 certificate is backed 100 percent by our investments
on deposit instead of by federal insurance. There are no sales or
surrender charges. There is no minimum rate of interest. IDSC
does not have a distribution agreement or pay a distribution fee
with respect to this certificate.
AVAILABLE INFORMATION ABOUT IDSC
IDSC is subject to the reporting requirements of the Securities
Exchange Act of 1934. Reports and other information on IDSC are
filed with the Securities and Exchange Commission (SEC) and can be
inspected and copied at the public reference section of the SEC,
Washington, D.C. and also at the following regional offices:
Region 1 New York City, New York
75 Park Place
14th Floor
New York, NY 10007
Region 4 Chicago, Illinois
Everett McKinley Dirksen Building
219 S. Dearborn St.
Room 1204
Chicago, IL 60604
Region 7 Los Angeles, California
5757 Wilshire Boulevard
Suite 500 East
Los Angeles, CA 90036-3648
You can obtain copies from the Public Reference Section of the SEC,
450 5th Street, N.W., Washington, D.C. 20549 at prescribed rates.
<PAGE>
PAGE 6
We are not responsible for any information about IDSC except for
the information in this prospectus, including any supplements, in
any reports filed with the SEC or in any supplemental sales
material we have authorized for use in the sale of this
certificate.
No person has authority to change the terms of this certificate or
to bind IDSC by any statement not in this prospectus.
We reserve the right to issue other securities with different
terms.
SUMMARY OF CONTENTS
Listed below is a summary of items you should consider in
evaluating the certificate. These items are discussed in more
detail elsewhere in the prospectus as indicated.
About the Series D-1 Investment Certificate
Investment Amounts and Interest Rates - The Series D-1 certificate
is purchased by the trustee or custodian (page 8) at the direction
of Plan participants or IRA owners using contributions to a Plan or
IRA. IDSC will pay the trustee or custodian at maturity the face
amount plus earned interest. Interest rates are declared each
calendar quarter beginning on Jan. 1, April 1, July 1, and Oct. 1.
The rate for the first calendar quarter will be within a specified
range of an average 12-month certificate of deposit rate. Future
interest rates are at the discretion of IDSC (page 5).
Determining the Face Amount and Principal of the Series D-1
Investment Certificate - The face amount of the certificate is the
total amount invested. The principal is the total investment plus
interest compounded monthly over the 20-year life of the
certificate, less withdrawals (page 6).
Value at Maturity Will Exceed Face Amount - We guarantee the rate
of interest on the Series D-1 certificate for each calendar
quarter. Due to interest received, the value at maturity of a
certificate held to maturity will exceed the face amount of the
certificate (page 6).
Earning Interest - Interest accrues and is credited daily and will
be compounded at the end of each calendar month (page 6).
Using the Series D-1 Investment Certificate
Contributions to the Certificate - Instructions to Plan
participants on how to direct contributions to the Series D-1
certificate may be obtained through the appropriate Plan
Administrator or, for IRAs, from your IDS personal financial
planner or your local IDS office or by writing to IDS Financial
Services Inc., IDS Tower 10, Minneapolis, MN 55440-0534 or by
calling IDS Certificate Service Information at toll free 1-800-437-
3463. The Series D-1 certificate is offered only to eligible
participants in connection with the IDS Retirement Plan, the IDS
<PAGE>
PAGE 7
Incentive and Thrift Plan, the Career Distributors' Retirement Plan
of IDS Financial Corporation, the IDS DVP Retirement Plan, the IDS
Savings Plan, the IDS DVP Savings Plan, the IDS Mutual Funds Profit
Sharing Plan and IRAs of persons who retire as full-time IDS
employees, financial planners or district managers. (page 7).
Other IRAs or 401(k) Plan Accounts and Other Qualified Retirement
Accounts - When a participant takes a qualifying distribution from
a plan qualified under Internal Revenue Code 401(a), the
participant's Series D-1 certificate plan account may be rolled
over into an IRA or other qualified retirement plan account where
allowed by a Plan (page 7). The Career Distributors' Retirement
Plan is a nonqualified deferred compensation plan.
Receiving Cash - A participant in a Plan (other than CDRP) or an
IRA owner may receive cash after taking an "in kind" distribution
of his or her Series D-1 certificate plan account or IRA, subject
to federal tax laws and the terms of the payout options (page 8).
At Maturity - If the Series D-1 certificate is held to maturity
following an "in kind" distribution, a check for the principal will
be sent. Payout options also are available (page 9).
Transferring the Series D-1 Certificate Ownership - While the
Series D-1 certificate is not negotiable, under limited
circumstances it can, if eligible, be transferred to a qualified
plan or IRA trustee or custodian upon written request (page 10).
Giving Us Instructions - All instructions to us must be in proper
written form (page 10).
Income and Taxes
Tax Treatment of this Investment - Interest earned on the Series D-
1 certificate is generally not taxable until withdrawn (page 11).
How your money is used and protected
Invested and guaranteed by IDSC - IDSC, a wholly owned subsidiary
of IDS Financial Corporation (IDS), issues the Series D-1
certificate in the name of the custodian of the IRA, trustee of a
Plan or in the case of the CDRP of IDS Financial Corporation, to
IDS as the sponsor of the plan. This section gives basic
information about IDSC's assets and income (page 11).
Regulated by Government - The Series D-1 certificate is a security
and is governed by federal and state law (page 12).
Backed by our investments - Our investments, mostly debt
securities, are on deposit (page 12).
Investment Policies - We do not purchase securities on margin or
invest in commodities nor do we participate on a joint basis or<PAGE>
PAGE 8
joint-and-several basis in any trading account in securities.
There are no restrictions on concentration of investments in
industries. We may lend securities. We also may purchase
securities on a "when-issued" basis (page 13).
Relationship Between IDSC and IDS - IDS is our parent company. It,
in turn, is owned by American Express Company (American Express)
(page 14).
Capital structure and certificates issued - (page 14).
Investment management and services - IDS acts as investment adviser
for our certificates. The Investment Advisory and Services
Agreement governs IDS' transactions on our behalf and the fees we
pay IDS for investment advisory services. There is no distribution
fee charged (page 14).
Employment of Other American Express Affiliates - IDS may employ
other American Express affiliates to perform certain transactions
for us (page 15).
Directors and officers - This section contains information about
our management and directors. (page 16-17).
ABOUT THE SERIES D-1 INVESTMENT CERTIFICATE
Investment Amounts and Interest Rates
The Series D-1 Certificate is a security purchased with single or
multiple payments. The amount that can be invested is determined
by the provisions of the Plans and applicable tax laws. A
participant's Plan investment is the dollar amount or its
equivalent percentage contributions directed to the participant's
Plan account. The interest rate applied to the investment is the
quarterly rate then in effect. Investments earn interest from the
date IDSC accepts each Plan contribution or IRA contribution.
Interest on the Series D-1 certificate is guaranteed for each
calendar quarter. The rate paid will not change during a quarter.
A calendar quarter begins each Jan. 1, April 1, July 1, or Oct. 1.
IDSC guarantees that when rates for new purchases take effect, the
rate will be within a range from 75 to 175 basis points above the
average interest rate then published for 12-month certificates of
deposit in the BANK RATE MONITOR National Index (tm), N. Palm
Beach, FL 33408. For example, if the rate published for a given
week in the BANK RATE MONITOR National Index (tm) for 12-month
certificates is 3.25 percent, IDSC's rate in effect for new
purchases would be between 4 percent and 5 percent.
The BANK RATE MONITOR National Index (tm) is an index of rates and
annual effective yields offered on various length certificates of
deposit by large banks and thrifts in large metropolitan areas.
The frequency of compounding varies among the banks and thrifts.
Certificates of deposit in the BANK RATE MONITOR National Index
(tm) are government-insured fixed-rate time deposits. The BANK
RATE MONITOR National Index (tm) is published in the BANK RATE
MONITOR, a<PAGE>
PAGE 9
weekly magazine published in N. Palm Beach, FL, by Advertising News
Service Inc., an independent national news organization that
collects and disseminates information about bank products and
interest rates. It is not affiliated with IDSC, IDS, or any of
their affiliates.
The publisher of the BANK RATE MONITOR distributes to national and
broadcast news media on a regular weekly basis its current index
rates for various terms of certificates of deposit of banks and
thrifts.
The BANK RATE MONITOR periodical may be available in your local
library. To obtain information on the current BANK RATE MONITOR
National IndexTM rates, call IDS Certificate Holder Service at 1-
800-437-3463 or TTY number 1-800-846-4293.
Interest is credited to the certificate daily. The rate in effect
on the day the contribution is accepted in Minneapolis will apply
to the certificate. The interest rate shown on the front of this
prospectus may or may not be in effect on the date a participant's
contribution is accepted.
Interest for future calendar quarters may be greater or less than
the rates for the first quarter. The then prevailing investment
climate, including 12-month average certificate of deposit
effective yields as reflected in the BANK RATE MONITOR National
Index (tm), will be a primary consideration in deciding future
rates. Nevertheless, IDSC has complete discretion as to what
interest it will declare beyond the initial quarter.
Any investments rolled over from the Series D-1 certificate to an
IRA or 401(k) plan account or other qualified retirement account
will be subject to the limits and provisions of that account or
plan and applicable tax laws.
Determining the Face Amount and Principal of the Series D-1
Investment Certificate
The face amount is the amount of the initial investment in the
Series D-1 certificate. At the beginning of each quarter, all
interest previously credited to a Series D-1 certificate and not
withdrawn will become part of its principal. For example: if the
initial investment in a certificate was $100,000, the face amount
would be $100,000. If the certificate earns $8,000 in interest
during a quarter and it is not withdrawn, the principal for the
next quarter will be $108,000. Your principal is guaranteed by
IDSC.
Value at Maturity Will Exceed Face-Amount
The Series D-1 certificate matures in 20 years. A certificate held
to maturity will have had interest declared each quarter over its
life. Interest once declared for the quarter will not be reduced.
The value at maturity will exceed the face amount.
Earning Interest
Interest is accrued and credited daily on the Series D-1
certificate. If a withdrawal is made during a month, interest will<PAGE>
PAGE 10
be paid to the date of the withdrawal. Interest is compounded at
the end of each calendar month. The amount of interest earned each
month is determined by applying the daily interest rate then in
effect to the daily balance of the Series D-1 certificate.
Interest is calculated on a 360-day year basis.
USING THE SERIES D-1 INVESTMENT CERTIFICATE
Contributions to the Series D-1 Investment Certificate
A contribution will be made to the Series D-1 Certificate by the
Plan sponsor as directed by the participant. Instructions to Plan
participants on how to direct Plan contributions to a Series D-1
certificate may be obtained from the appropriate Plan
Administrator. The amount of contributions made on behalf of a
participant or IDS will be limited by the terms of the Plan and
applicable tax laws.
Any additional contributions in a Plan or IRA made on behalf of
participants or investors who already have a beneficial interest in
or related to an IDS Series D-1 Investment Certificate in the same
Plan or IRA will be added directly to that certificate, rather than
invested in a new certificate.
The Series D-1 certificate is offered only in connection with the
IDS Retirement Plan, the IDS Incentive and Thrift Plan, the Career
Distributors' Retirement Plan of IDS ("CDRP"), the IDS DVP
Retirement Plan, the IDS Savings Plan, the IDS DVP Savings Plan,
the IDS Mutual Funds Profit Sharing Plan, and the IRAs of persons
who retire as full-time employees, financial planners or district
managers of IDS Financial Corporation (IDS), its subsidiary
companies, and the IDS MUTUAL FUND GROUP. These Plans are for the
exclusive benefit of eligible employees and financial planners of
IDS and its subsidiary companies and the IDS MUTUAL FUND GROUP.
Any Series D-1 certificate issued will be owned by and issued in
the name of the trustee or custodian of the IRA or Plan except that
a certificate issued in conjunction with CDRP will be issued in the
name of IDS.
Participating employees and planners have a beneficial interest in
or related to the applicable Series D-1 certificates but are not
the direct owners. The terms of a Plan, as interpreted by the
applicable Plan trustee, or IDS in the case of CDRP, will determine
how a participant's individual account is administered. These
terms will likely differ in some aspects from those of the Series
D-1 certificate. The custodian or trustee may change the ownership
of any Series D-1 certificate issued to a participant in a Plan in
connection with an "in kind" distribution of benefits from a Plan
as described below. Any new custodian or trustee, including any
IRA custodian, will be responsible for contacting us to change
ownership.
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PAGE 11
Other IRAs or 401(k) Plan Accounts and Other Qualified Retirement
Accounts
Unless prohibited by your Plan, any Series D-1 certificate proceeds
distributed to an eligible participant in a qualifying
distribution, may be invested in an IRA or qualified retirement
plan. Transfer of proceeds of the Series D-1 certificate to an
IRA, or 401(k) plan account or other qualified retirement plan
account will be limited by plan provisions and applicable federal
law. Federal tax laws may affect your ability to invest in certain
types of retirement accounts. You may wish to consult your tax
adviser or your local IDS Tax and Business Services tax
professional, where available, for further information.
In addition, under limited circumstances a Series D-1 certificate
may be transferred "in kind" to an IRA or qualified retirement
account. An "in kind" distribution will not reduce or extend the
certificate's maturity. If an "in kind" transfer is made, the
terms and conditions of the Series D-1 certificate apply to the IRA
or qualified retirement account as the holder of the certificate.
The terms of the Plan, as interpreted by the Plan trustee or
administrator, will determine how a participant's individual
account with the Plan is administered. These terms may differ from
the terms of the certificate. A Series D-1 certificate may only be
distributed "in kind" to an IRA or other qualified retirement
account. If you make a withdrawal from a qualified retirement plan
or IRA prior to age 59 1/2, you may be required to pay federal
early distribution penalty tax.
IDSC will withhold federal income taxes of 10% on IRA withdrawals
unless you tell us not to. IDSC is required to withhold federal
income taxes of 20 percent on most qualified plan distributions,
unless the distribution is directly rolled over to another
qualified plan or IRA. See your tax advisor to see how these rules
apply to you before you request a distribution from your plan or
IRA.
Receiving Cash
The following sections briefly describe the limitations upon a
participant's ability to withdraw cash from the Series D-1
certificate. Any such withdrawal could take place after the
participant has taken an "in kind" distribution of the Series D-1
certificate.
Federal Tax Limitations - The following briefly discusses certain
federal tax limitations on a participant's ability to take "in
kind" distributions. You may wish to consult your tax adviser or
your local IDS Tax and Business Services tax professional, where
available, for further information.
If a Series D-1 certificate is distributed to the beneficial Owner
by the trustee or custodian of a plan qualified under Section
401(a) of the Internal Revenue Code of 1986 then, unless otherwise
elected by the trustee or custodian on a form satisfactory to IDSC:<PAGE>
PAGE 12
1) the maturity date will be no later than the end of the taxable
year in which the later of the following occurs:
a) the beneficial Owner attains age 70 1/2; or
b) distribution of the Series D-1 certificate is made to the
beneficial Owner; and
2) the total value of the Series D-1 certificate will be paid out
in equal or substantially equal monthly, quarterly, semiannual
or annual payments over a specified period of time which does
not extend beyond the life expectancy (determined as of the
maturity date) or the joint and survivor life expectancy of
the beneficial owner and his/her spouse.
If the Series D-1 certificate is issued in connection with an
Individual Retirement Account (IRA) or other qualified Plan, (1)
the Owner must elect a maturity date which is no later than the
taxable year in which he or she attains age 70 1/2, and (2) the
total value of the Series D-1 certificate will be paid out in equal
or substantially equal monthly, quarterly, semiannual or annual
payments over a specified period of time which does not extend
beyond the Owner's life expectancy (determined as of the end of the
taxable year in which the Owner attains age 70 1/2) or the joint
and survivor life expectancy of the Owner and his/her spouse.
Except as noted above, each of the payout options described is
subject to the following general provisions governing payout
options.
'All election(s) must be made by written notice in a form
acceptable by IDSC. The election(s) will become effective on
the date(s) chosen.
'No election(s) can be made that will require IDSC to make any
payment later than 30 years from the date elected; and make
any term or periodic interest payment of less than $50.
'After the date of the elected payout option, the Owner may
elect to receive all or part of the balance left under a
payout option. If done only in part, the balance may be left
under the elected option.
Payout Options - Any time after the issue date of the Series D-1
certificate if an "in kind" distribution has occurred, including at
the time of maturity, a payout option may be elected for all or any
part of a Plan investment. The payout options are described below.
Payout options may be changed. The balance remaining in the
certificate will continue to accrue interest at the then current
rate; the amount transferred to an option will continue to accrue
interest at the then current option rate. The maturity date of the
balance will not be affected. Notwithstanding the provisions of
the payout options herein described, tax laws in effect at the time
a payout option is selected and plan provisions may limit the
availability of the option.
<PAGE>
PAGE 13
Withdrawals - Withdrawals can be made from the certificate. To do
so, a request must be submitted in a form acceptable to IDSC at the
address or phone number on the cover of this prospectus. If
proceeds from a full or partial surrender are received directly by
a participant and are not transferred to a trustee or custodian of
a qualified retirement plan, the participant may be penalized by
the IRS for this may be considered an early withdrawal.
Installment Payments - Installment payments of $50 or more may be
elected. The payment periods designated may be monthly, quarterly,
semiannually or annually over a period of more than two years but
less than thirty years, but also cannot exceed that permitted under
federal tax law. Payments will begin one payment period after the
effective date of the payout option. Depending on the size of the
payment selected, these payments may include both principal and
interest.
Periodic Interest Payments - Combined interest on the Series D-1
certificate may be paid in monthly, quarterly, semiannual or annual
payments of more than two years but less than thirty years provided
the payments are at least $50. The time period selected cannot
exceed that permitted under federal tax law.
Deferred Interest - At maturity or after any installment or
periodic interest payout plan has begun, all or part of the Series
D-1 certificate may be left with IDSC to continue to earn interest
for an additional period of years. The additional years elected
may not exceed the earlier of thirty years from the date of
maturity or date on which the participant reaches age 70 1/2.
At its option, IDSC may defer for not more than thirty days any
payment to which the participant may become entitled prior to the
Series D-1 certificate's maturity. IDSC will pay interest on the
amount deferred at the rate used in accumulating the reserves for
the Series D-1 certificate for any period of deferment. Any
payment by us also may be subject to other deferment as provided by
the rules, regulations or orders made by the Securities and
Exchange Commission.
At Maturity
If an "in kind" distribution has been taken, at the Series D-1
certificate's maturity, a check will be sent for the remaining
value of the certificate. Instead of receiving cash, the Deferred
Interest Option, or one of the payout options explained above may
be selected.
Transferring Series D-1 Investment Certificate Ownership
When the Series D-1 certificate is owned by a trustee or custodian
of a Plan or IRA, the trustee or custodian may request a transfer
of the ownership of the Series D-1 certificate on the books of
IDSC. A transfer request must be in a form acceptable to the Plan
or the IRA custodian and to IDSC and received at IDSC's home
office.
<PAGE>
PAGE 14
Giving Us Instructions
We must receive proper notice in writing or by telephone, at (612)
671-5656 (not a toll free number), of any instructions regarding a
certificate.
Proper written notice must:
'be addressed to our home office,
'include sufficient information for us to carry out the request,
and
'be signed and dated by all participant(s).
All amounts payable by us in connection with the Series D-1
certificate are payable at our home office unless we advise
otherwise.
INCOME AND TAXES
Tax Treatment of This Investment
Interest paid to the Series D-1 certificate is generally not
taxable until a participant begins to make withdrawals. For
further discussion of certain federal tax limitations, see page 9.
Rules regarding Plan distributions and other aspects of the Series
D-1 certificate are complicated. We recommend that participants
consult their own tax adviser or local IDS Tax and Business
Services tax professional, where available, to determine how the
rules may apply to their individual situation.
Withholding Taxes
According to federal tax laws, you must provide us with your
correct certified taxpayer identification number. This number is
your Social Security number. If you do not provide this number, we
may be required to withhold a portion of your interest income and
certain other payments, including distributions from a retirement
account or qualified plan. Be sure your correct taxpayer
identification number is provided.
If you supply an incorrect taxpayer identification number, the
Internal Revenue Service may assess a $50 penalty against you.
How your money is used and protected
Invested and guaranteed by IDSC
The IDS Series D-1 Certificate is issued and guaranteed by IDSC, a
wholly owned subsidiary of IDS Financial Corporation (IDS). We are
by far the largest issuer of face amount certificates in the United
States, with total assets of more than 2.9 billion and a net worth
in excess of 161 million on Dec. 31, 1993.
<PAGE>
PAGE 15
We back our certificates by investing the money received and
keeping the invested assets on deposit. Our investments generate
interest and dividends, out of which we pay
o interest to certificate holders
o various expenses, including taxes, fees to IDS for advisory and
other services and distribution fees to IDS Financial Services Inc.
For a review of significant events relating to our business, see
"Management's discussion and analysis of financial condition and
results of operations."
Most banks and thrifts offer investments known as certificates of
deposit that are similar to our certificates in many ways. Banks
and thrifts generally have federal deposit insurance for their
deposits and lend much of the money you deposit to individuals,
businesses and other enterprises. Other financial institutions may
offer investments with comparable combinations of safety and return
on investment.
Regulated by government
Because the IDS Series D-1 Certificate is a security, its offer and
sale are subject to regulation under federal and state securities
laws. (It is a face amount certificate -- not a bank product, an
equity investment, a form of life insurance or an investment
trust.)
The federal Investment Company Act of 1940 requires us to keep
investments on deposit in a segregated custodial account to protect
all of our outstanding certificates. These investments back the
entire value of your certificate account. Their carrying value
must exceed the required carrying value of the outstanding
certificates by at least $250,000. As of Dec. 31, 1993, the
carrying value of these investments exceeded the required carrying
value of our outstanding certificates by more than $118 million.
Backed by our investments
Our investments are varied and of high quality. This was the
composition of our portfolio as of Dec. 31, 1993:
29% preferred stocks
27 government agency bonds
25 corporate and other bonds
10 mortgages
7 municipal bonds
2 cash and cash equivalents
More than 95% of our securities portfolio (bonds and preferred
stocks) is rated investment grade. For additional information
regarding securities ratings, please refer to Note 3B in the
Financial Statements.
Most of our investments are on deposit with IDS Bank & Trust,
Minneapolis, although we also maintain separate deposits as
required by certain states. IDS Bank & Trust is a wholly owned
subsidiary of IDS. Copies of our Dec. 31, 1993 schedule of<PAGE>
PAGE 16
Investments in Securities of Unaffiliated Issuers are available
upon request. For comments regarding the valuation, carrying
values and unrealized appreciation (depreciation) of investment
securities, see Notes 1, 2 and 3 to the Financial Statements.
Investment policies
In deciding how to diversify the portfolio -- among what types of
investments in what amounts -- the officers and directors of IDSC
use their best judgment, subject to applicable law. The following
policies currently govern our investment decisions:
Purchasing securities on margin: We will not purchase any
securities on margin or participate on a joint basis or a joint-
and-several basis in any trading account in securities.
Commodities: We have not and do not intend to purchase or sell
commodities or commodity contracts.
Underwriting: We do not intend to engage in the public
distribution of securities issued by others. However, if we
purchase unregistered securities and later resell them, we may be
considered an underwriter under federal securities laws.
Borrowing money: From time to time we have established a line of
credit if management believed borrowing was necessary or desirable.
While a line of credit does not currently exist, it may be
established again in the future. We may pledge some of our assets
as security. We may occasionally use repurchase agreements as a
way to borrow money. Under these agreements, we sell debt
securities to our lender, and repurchase them at the sales price
plus an agreed-upon interest rate within a specified period of
time.
Real estate: We may invest directly in real estate, though we have
not generally done so in the past. We do invest in mortgage loans.
Lending securities: We may lend some of our securities to broker-
dealers and receive cash equal to the market value of the
securities as collateral. We invest this cash in short-term
securities. If the market value of the securities goes up, the
borrower pays us additional cash. During the course of the loan,
the borrower makes cash payments to us equal to all interest,
dividends and other distributions paid on the loaned securities.
We will try to vote these securities if a major event affecting our
investment is under consideration.
When-issued securities: Most of our investments are in debt
securities, some of which are purchased on a when-issued basis. It
may take as long as 45 days before these securities are issued and
delivered to us. We generally do not pay for these securities or
start earning on them until delivery. We have established
procedures to ensure that sufficient cash is available to meet
when-issued commitments.
<PAGE>
PAGE 17
Options: We buy or sell various types of options contracts for
hedging purposes or as a trading technique to facilitate securities
purchases or sales.
Restrictions: There are no restrictions on concentration of
investments in any particular industry or group of industries or on
rates of portfolio turnover.
How your certificate is managed
Relationship between IDSC and IDS
IDSC was originally organized as Investors Syndicate of America,
Inc., a Minnesota corporation, on Oct. 15, 1940, and began business
as an issuer of face amount investment certificates on Jan. 1,
1941. The company became a Delaware corporation on Dec. 31, 1977,
and changed its name to IDS Certificate Company on April 2, 1984.
Before IDSC was created, IDS, our parent company and organizer, had
issued similar certificates since 1894. IDSC and IDS have never
failed to meet their certificate payments.
During its many years in operation, IDS has become a leading
manager of investments in mortgages and securities. As of Dec. 31,
1993, IDS managed investments, including its own, of more than $99
billion. A wholly owned subsidiary, IDS Financial Services Inc.,
provides a broad range of financial planning services for
individuals and businesses through its nationwide network of more
than 175 offices and more than 7,000 financial planners. IDS
financial planning services are comprehensive, beginning with a
detailed written analysis that's tailored to your needs. Your
analysis may address one of all of these six essential areas:
Financial position, protection planning, investment planning,
income tax planning, retirement planning and estate planning.
IDS itself is a wholly owned subsidiary of American Express, a
financial services company with executive offices at American
Express Tower, World Financial Center, New York NY 10285.
IDS Financial Services Inc. is not a bank, and the securities
offered by it, such as face amount certificates issued by IDSC, are
not backed or guaranteed by any bank, nor are they insured by the
FDIC.
Capital structure and certificates issued
IDSC has authorized, issued and has outstanding 150,000 shares of
common stock, par value of $10 per share. IDS owns all of the
outstanding shares.
As of Dec. 31, 1993, IDSC had issued (in face amount)
$12,314,170,599 of installment certificates and $11,517,014,625 of
single payment certificates.
<PAGE>
PAGE 18
Investment management and services
Under an Investment Advisory and Services Agreement, IDS acts as
our investment adviser and is responsible for:
o providing investment research,
o making specific investment recommendations, and
o executing purchase and sale orders according to our policy of
obtaining the best price and execution.
All these activities are subject to direction and control by our
board of directors and officers. Our agreement with IDS requires
annual renewal by our board, including a majority of directors who
are not interested persons of IDS or IDSC as defined in the federal
Investment Company Act of 1940.
For its services, we pay IDS a monthly fee, equal on an annual
basis to a percentage of the total book value of certain assets:
0.75% of first $250 million
0.65% of next 250 million
0.55% of next 250 million
0.50% of next 250 million
0.45% of any amount over $1 billion
Excluded from assets for this computation are mortgage loans, real
estate, and any other asset on which we pay a service fee.
Advisory and services fees for the past three years were:
Percentage of
Year Total fees included assets
1993 $15,036,091 0.50%
1992 $17,851,271 0.50%
1991 $19,787,451 0.49%
Estimated advisory and services fees for 1994 are $13,867,000.
Other expenses payable by IDSC: The Investment Advisory and
Services Agreement provides that we will pay:
o costs incurred by us in connection with real estate and
mortgages,
o taxes,
o depository and custodian fees,
o brokerage commissions,
o fees and expenses for services not covered by other agreements
and provided to us at our request, or by requirement, by attorneys,
auditors, examiners and professional consultants who are not
officers or employees of IDS,
o fees and expenses of our directors who are not officers or
employees of IDS,
o provision for certificate reserves (interest accrued on
certificate holder accounts), and
o expenses of customer settlements not attributable to sales
function.
<PAGE>
PAGE 19
Distribution
IDSC does not have a distribution agreement or pay a distribution
fee for this certificate.
Employment of other American Express affiliates
IDS may employ Lehman Brothers Inc. or another affiliate of
American Express as executing broker for our portfolio transactions
only if:
o we receive prices and executions at least as favorable as those
offered by qualified independent brokers performing similar
services;
o the affiliate charges us commissions consistent with those
charged to comparable unaffiliated customers for similar
transactions; and
o the affiliate's employment is consistent with the terms of the
current Investment Advisory and Services Agreement and federal
securities laws.
Directors and officers
IDSC's directors, president and controller are elected annually for
a term of one year. The other executive officers are appointed by
the president.
We paid a total of $40,000 during 1993 to directors not employed by
IDS.
Board of Directors
David R. Hubers* Age 51. Director since 1987.
President and chief executive officer of IDS since 1993. Senior
vice president, chief financial officer and director since 1984.
Charles W. Johnson Age 64. Director since 1989.
Former vice president and group executive, Industrial Systems, with
Honeywell Inc. Retired 1989.
Edward Landes Age 74. Director since 1984.
Development consultant. Former sales manager - Supplies Division
and district manager - Data Processing Division of IBM Corporation.
Retired 1983.
Peter A. Lefferts* Age 52. Director since 1989.
Senior vice president - Banking and Certificates of IDS since 1989.
Director of IDS since 1987.
John V. Luck, Ph.D. Age 68. Director since 1987.
Former senior vice president - Science and Technology with General
Mills Inc. Employed with General Mills Inc. since 1970. Retired
1987.<PAGE>
PAGE 20
James A. Mitchell* Age 52. Director and chairman of the board of
directors since 1994.
Senior vice president, IDS. President and Chief Executive Officer,
IDS Life Insurance Company.
Harrison Randolph Age 78. Director since 1968.
Gordon H. Ritz Age 66. Director since 1968.
President, Con Rad Broadcasting Corp. Director, Sunstar Foods and
Mid-America Publishing.
Stuart A. Sedlacek Age 36. Director and president of IDSC since
1994.
Vice president - Quantitative Investment Management from 1988 to
1994. Portfolio manager from 1988 to 1994.
*"Interested Person" of IDSC as that term is defined in Investment
Company Act of 1940.
Executive officers
Louis C. Fornetti Age 44. Vice president since 1990.
Senior Vice President - corporate controller and director of IDS
since 1988.
Morris Goodwin Jr. Age 42. Vice president and treasurer since
1989.
Vice president and corporate treasurer of IDS and IDS Financial
Services Inc. since 1989. Chief financial officer and treasurer of
IDS Bank & Trust from 1988 to 1989.
Colleen Curran Age 40. Secretary since 1990.
Secretary and assistant vice president of IDS since 1990. Senior
counsel to IDS since 1990. Counsel from 1985 to 1990.
Lorraine R. Hart Age 43. Portfolio manager, IDSC, since 1994.
Portfolio manager, IDS, since 1984.
John M. Knight Age 41. Vice president and controller since 1994.
Controller of certificate operations of IDS since 1989. Manager of
certificate operations from 1985 to 1989.
Bruce A. Kohn Age 43. Vice president and general counsel since
1993.
Counsel to IDS since 1992. Associate counsel from 1987 to 1992.<PAGE>
PAGE 21
Stuart A. Sedlacek Age 36. President since 1994.
F. Dale Simmons Age 56. Vice president - Real Estate Loan
Management since 1993.
Vice president, IDS, since 1992. Senior portfolio manager of IDS
since 1989. Assistant vice president from 1987 to 1992.
IDSC has provisions in its bylaws relating to the indemnification
of its officers and directors against liability, as permitted by
law. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the registrant pursuant to the foregoing
provisions, the registrant has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable.
Auditors
A firm of independent auditors audits our financial statements at
the close of each fiscal year (Dec. 31). Copies of our annual
financial statements (audited) and semiannual financial statements
(unaudited) are available to any certificate holder upon request.
Ernst & Young, Minneapolis, has audited the financial statements
for each of the years in the three-year period ended Dec. 31, 1993.
These statements are included in this prospectus. Ernst & Young is
also the auditor for American Express, the parent company of IDS
and IDSC.
<PAGE>
PAGE 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Minneapolis and State of Minnesota, on the ____ day of January,
1994.
IDS CERTIFICATE COMPANY
By: /s/ Peter A. Lefferts*
Peter A. Lefferts, President
Pursuant to the requirements of the Securities Act of 1933, this
amendment has been signed below by the following persons in the
capacities on the ____ day of January, 1994.
Signature Capacity
/s/ Peter A. Lefferts* President, Principal
Peter A. Lefferts Executive Officer and Director
/s/ Morris Goodwin* Principal Financial
Morris Goodwin Officer and Treasurer
/s/ John M. Knight* Controller and
John M. Knight Principal Accounting Officer
/s/ David R. Hubers** Director
David R. Hubers
/s/ Charles W. Johnson** Director
Charles W. Johnson
/s/ Edward Landes** Director
Edward Landes
Signatures continued on next page.
<PAGE>
PAGE 23
Signatures continued from previous page.
Signature Capacity
/s/ John V. Luck** Director
John V. Luck
/s/ Harrison Randolph** Director
Harrison Randolph
/s/ Gordon H. Ritz** Director
Gordon H. Ritz
/s/ Jeffrey E. Stiefler** Director
Jeffrey E. Stiefler
*Signed pursuant to Power of Attorney dated March 15, 1993, filed
electronically herewith by
_________________________.
Colleen Curran
**Signed pursuant to Power of Attorney filed on March 18, 1991, on Form SE
as Exhibit 25b to Post-Effective Amendment No. 30 to Registration Statement
No. 2-55252 for Series D-1 Investment Certificate by
_________________________.
Colleen Curran
<PAGE>
PAGE 24
CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 34 TO
REGISTRATION STATEMENT NO. 2-55252
Cover Page
Cross-reference sheet
Prospectus
Auditor's Report
Financial Statements
Part II Information
Signatures
