<PAGE>
PAGE 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-1
POST-EFFECTIVE AMENDMENT NUMBER 39 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 (December 31) will be
filed on or about February 28, 1997.
<PAGE>
PAGE 2
IDS Series D-1 Investment Certificate
Prospectus/April 30, 1997
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 American
Express Retirement Plan, the Career Distributors' Retirement Plan
(CDRP), and the IDS Mutual Funds Profit Sharing Plan of the IDS
MUTUAL FUND GROUP(individually a "Plan" and collectively the
"Plans") and to affiliated companies of IDSC. These Plans have
been adopted for the exclusive benefit and participation of
eligible employees and personal financial advisors of American
Express Financial Corporation (AEFC) and its subsidiary companies,
and the IDS MUTUAL FUND GROUP.
IDSC offers persons who retire as full-time employees or as full-
time financial advisors or district managers of AEFC 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 --).
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 --).
As is the case with other investment companies, 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.
This certificate is backed by IDSC's investments on deposit rather
than guaranteed or insured by the government or someone else. See
"Invested and guaranteed by IDSC" and "Regulated by government"
under "How your money is used and protected."
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
<PAGE>
PAGE 3
Annual Interest Rates as of April 30, 1997
___________________________________________________________________
Simple Compound
Interest Effective
Rate Yield
- ----% ----%
___________________________________________________________________
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 in the most recent BANK
RATE MONITOR National Indextm , N. Palm Beach, FL 33408 (page ---).
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:
Northeast Regional Office
7 World Trade Center
Suite 1300
New York, NY 10048
Midwest Regional Office
Northwestern Atrium Center
500 West Madison St.
Suite 1400
Chicago, IL 60611
Pacific Regional Office
5670 Wilshire Blvd.
11th Floor
Los Angeles, CA 90036
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 4
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 _) at the direction
of Plan participants or IRA owners using contributions to a Plan or
IRA or by affiliated companies of IDSC. 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 as published in the BANK RATE MONITOR
National Indextm N. Palm Beach, FL 33408. Future interest rates
are at the discretion of IDSC (page --).
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 --).
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 --).
Earning Interest - Interest accrues and is credited daily and will
be compounded at the end of each calendar month (page --).
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 financial advisor or your
local American Express Financial Advisors office or by writing to
American Express Financial Advisors Inc., IDS Tower 10, <PAGE>
PAGE 5
Minneapolis, MN 55440-0534 or by calling 1-800-437-3463. The
Series D-1 certificate is offered only to eligible participants in
connection with the American Express Retirement Plan, the CDRP, the
IDS DVP Retirement Plan, the IDS DVP Savings Plan, the IDS Mutual
Funds Profit Sharing Plan, IRAs of persons who retire as full-time
AEFC employees, financial advisors or district managers and to
affiliated companies of IDSC (page --).
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 --). 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 --).
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 --).
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 --).
Giving Us Instructions - All instructions to us must be in proper
written form (page --).
Income and Taxes
Tax Treatment of this Investment - Interest earned on the Series
D-1 certificate is generally not taxable until withdrawn (page --).
How your money is used and protected
Invested and guaranteed by IDSC - IDSC, a wholly owned subsidiary
of AEFC, 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 AEFC, to AEFC as the sponsor of the plan or to an affiliated
company of IDSC. This section gives basic information about IDSC's
assets and income (page --).
Regulated by Government - The Series D-1 certificate is a security
and is governed by federal and state law (page --).
Backed by our investments - Our investments, mostly debt
securities, are on deposit (page --).
<PAGE>
PAGE 6
Investment Policies - We do not purchase securities on margin or
invest in commodities nor do we participate on a joint basis or
joint-and-several basis in any trading account in securities.
There are no restrictions on concentration of investments in
industries. We may lend securities and receive cash equal to the
market value of the securities as collateral. We also may purchase
securities on a "when-issued" basis (page --).
Relationship Between IDSC and AEFC - AEFC is our parent company.
It, in turn, is owned by American Express Company (American
Express) (page --).
Capital structure and certificates issued - (page --).
Investment management and services - AEFC acts as investment
advisor for our certificates. The Investment Advisory and Services
Agreement governs AEFC's transactions on our behalf and the fees we
pay AEFC for investment advisory services. There is no
distribution fee charged (page --).
Employment of Other American Express Affiliates - AEFC may employ
other American Express affiliates to perform certain transactions
for us (page --).
Directors and officers - This section contains information about
our management and directors. (page -----).
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 Indextm , N. Palm Beach,
FL 33408. For example, if the rate published for a given week in
the BANK RATE MONITOR National Indextm , N. Palm Beach, FL 33408
for 12-month certificates is 3.25 percent, IDSC's rate in effect
for new purchases would be between 4 percent and 5 percent.
Interest rates may differ for investments of more than $1 million
in one or more Series D-1 Certificates by any affiliated company of
IDSC. When rates for new purchases by any such company take <PAGE>
PAGE 7
effect, the rate will be within a range from 20 basis points below
to 80 basis points above the average interest rate then published
for 12-month certificates of deposit in the BANK RATE MONITOR
National Indextm , N. Palm Beach, FL 33408.
The BANK RATE MONITOR National Indextm , N. Palm Beach, FL 33408 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 Indextm ,
N. Palm Beach, FL 33408 are government-insured fixed-rate time
deposits. The BANK RATE MONITOR National Indextm , N. Palm Beach,
FL 33408 is published in the BANK RATE MONITOR, a 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, AEFC, 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
Top Market AverageTM rates, call the Client Service Organization at
the telephone numbers listed on the back cover between 8 a.m. and 6
p.m. your local time.
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
Indextm , N. Palm Beach, FL 33408, 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 <PAGE>
PAGE 8
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 $1,000 in interest
during a quarter and it is not withdrawn, the principal for the
next quarter will be $101,000. Your principal is guaranteed by
IDSC.
Value at Maturity Will Exceed Face-Amount
The Series D-1 certificate matures in 20 years except as provided
in "receiving cash" under "Using the Series D-1 Investment
Certificate." 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
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 AEFC 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
American Express Retirement Plan, the CDRP, the IDS DVP Retirement
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 advisors or district managers of AEFC, its subsidiary
companies, and the IDS MUTUAL FUND GROUP and to affiliated
companies of IDSC. These Plans are for the exclusive benefit of
eligible employees and financial advisors of AEFC 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 AEFC.<PAGE>
PAGE 9
Participating employees and advisors 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 AEFC 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.
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
advisor or your local American Express 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% on most qualified plan distributions, unless
the distribution is directly rolled over to another qualified plan
or IRA. See your tax adviser to see how these rules apply to you
before you request a distribution from your plan or IRA.
<PAGE>
PAGE 10
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 American Express 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:
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.
<PAGE>
PAGE 11
'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.
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 30 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 30 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 30 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 <PAGE>
PAGE 12
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.
Giving Us Instructions
We must receive proper notice in writing or by telephone 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.
To give us instructions by telephone, call the Client Service
Organization at the telephone numbers listed on the back cover
between 8 a.m. and 6 p.m. your local time.
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 _.
Rules regarding Plan distributions and other aspects of the Series
D-1 certificate are complicated. We recommend that participants
consult their own tax advisor or local American Express Tax and
Business Services tax professional, where available, to determine
how the rules may apply to their individual situation.<PAGE>
PAGE 13
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 IRS
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 AEFC. We are by far the largest issuer
of face amount certificates in the United States, with total assets
of more than $--- billion and a net worth in excess of $--- million
on Dec. 31, 1996.
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, and
o various expenses, including taxes, fees to AEFC for advisory and
other services and distribution fees to American Express Financial
Advisors Inc.
For a review of significant events relating to our business, see
"Management's discussion and analysis of financial condition and
results of operations." Our certificates are not rated by a
national rating agency.
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 deposited money 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 amortized cost <PAGE>
PAGE 14
must exceed the required carrying value of the outstanding
certificates by at least $250,000. As of Dec. 31, 1996, the
amortized cost of these investments exceeded the required carrying
value of our outstanding certificates by more than $--- million.
Backed by our investments
Our investments are varied and of high quality. This was the
composition of our portfolio as of Dec. 31, 1996:
- --% government agency bonds
- -- corporate and other bonds
- -- preferred stocks
- -- mortgages
- -- municipal bonds
- -- cash and cash equivalents
More than --% 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 American Express Trust
Company (formerly IDS Trust Company), Minneapolis, although we also
maintain separate deposits as required by certain states. American
Express Trust Company is a wholly owned subsidiary of AEFC. Copies
of our Dec. 31, 1996 schedule of 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:
Debt securities -- Most of our investments are in debt securities
as referenced in the table in "Backed by our investments" under
"How your money is used and protected."
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 except to the extent that
transactions described in "Financial transactions including hedges"
in this section may be considered commodity contracts.
<PAGE>
PAGE 15
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 in debt
securities are purchased on a when-issued basis. It may take as
long as 45 days or more 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.
Financials transactions including hedges -- We buy or sell various
types of options contracts for hedging purposes or as a trading
technique to facilitate securities purchases or sales. We buy
interest rate caps for hedging purposes. These pay us a return if
interest rates rise above a specified level. IDSC may enter into
other financial transactions, including futures and other
derivatives, for the purpose of managing the interest rate
exposures associated with IDSC's assets or liabilities. We do not
use derivatives for speculative purposes.
Illiquid securities -- A security is illiquid if it cannot be sold
in the normal course of business within seven days at approximately
its current market value. Some investments cannot be resold to the
U.S. public because of their terms or government regulations. All
securities, however can be sold in private sales, and many may be
sold to other institutions and qualified buyers or on foreign
markets. IDSC's investment advisor will follow guidelines
established by the board and consider relevant factors such as the
nature of the security and the number of likely buyers when
determining whether a security is illiquid. No more than 15% of
IDSC's investment portfolio will be held in securities that are <PAGE>
PAGE 16
illiquid. In valuing its investment portfolio to determine this
15% limit, IDSC will use statutory accounting under an SEC order.
This means that, for this purpose, the portfolio will be valued in
accordance with applicable Minnesota law governing investments of
life insurance companies, rather than generally accepted accounting
principles.
Restrictions: There are no restrictions on concentration of
investments in any particular industry or group of industries or on
rates of portfolio turnover.
Certain investment considerations
The price of bonds generally falls as interest rates increase, and
rises as interest rates decrease. The price of a bond also
fluctuates if its credit rating is upgraded or downgraded. The
price of bonds below investment grade may react more to the ability
of a company to pay interest and principal when due than to changes
in interest rates. They have greater price fluctuations, are more
likely to experience a default, and sometimes are referred to as
junk bonds. Reduced market liquidity for these bonds may
occasionally make it more difficult to value them. In valuing
bonds, IDSC relies both on independent rating agencies and the
investment manager's credit analysis. Under normal circumstances,
at least 85% of the securities in IDSC's Portfolio will be rated
investment grade, or in the opinion of IDSc's investment advisor
will be the equivalent of investment grade. Under normal
circumstances, IDSC will not purchase any security rated below B-
by Moody's Investors Service, Inc. or Standard & Poor's
Corporation. Securities that are subsequently downgraded in
quality may continue to be held by IDSC and will be sold only when
IDSC believes it is advantageous to do so.
As of Dec. 31, 1996, IDSC held about __% of its investment
portfolio (including bonds, preferred stocks, mortgages and cash
equivalents) in bonds rated below investment grade.
When-issued securities are subject to market fluctuations and they
may affect IDSC's investment portfolio the same as owned
securities.
Derivatives are financial instruments whose performance is derived,
at least in part, from the performance of an underlying asset,
security or index. A small change in the value of the underlying
asset, security or index may cause a sizable gain or loss in the
fair value of the derivative.
<PAGE>
PAGE 17
How your money is managed
Relationship between IDSC and American Express Financial
Corporation
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, AEFC (formerly known as IDS Financial
Corporation), our parent company, had issued similar certificates
since 1894. As of Jan. 1, 1995, IDS Financial Corporation changed
its name to AEFC. IDSC and AEFC have never failed to meet their
certificate payments.
During its many years in operation, AEFC has become a leading
manager of investments in mortgages and securities. As of Dec. 31,
1996, AEFC managed investments, including its own, of more than $--
- - billion. American Express Financial Advisors Inc., a wholly
owned subsidiary of AEFC, provides a broad range of financial
planning services for individuals and businesses through its
nationwide network of more than --- offices and more than ----
financial advisors. American Express Financial Advisors' financial
planning services are comprehensive, beginning with a detailed
written analysis that's tailored to your needs. Your analysis may
address one or all of these six essential areas: financial
position, protection planning, investment planning, income tax
planning, retirement planning and estate planning.
AEFC itself is a wholly owned subsidiary of American Express
Company, a financial services company with executive offices at
American Express Tower, World Financial Center, New York, NY 10285.
American Express Company is a financial services company engaged
through subsidiaries in other businesses including:
o travel related services (including American Express(R) Card
and Travelers Cheque operations through American Express
Travel Related Services Company, Inc. and its subsidiaries),
and
o international banking services (through American Express Bank
Ltd. and its subsidiaries including American Express Bank
International).
American Express Financial Advisors 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. AEFC owns all of the
outstanding shares.
<PAGE>
PAGE 18
As of Dec. 31, 1996, IDSC had issued (in face amount) $------------
- -- of installment certificates and $-------------- of single
payment certificates.
Investment management and services
Under an Investment Advisory and Services Agreement, AEFC acts as
our investment advisor 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 AEFC requires
annual renewal by our board, including a majority of directors who
are not interested persons of AEFC or IDSC as defined in the
federal Investment Company Act of 1940.
For its services, we pay AEFC a monthly fee, equal on an annual
basis to a percentage of the total book value of certain assets
(included assets).
Advisory and services fee computation:
Percentage of total
Included assets book value
First $250 million 0.75%
Next 250 million 0.65
Next 250 million 0.55
Next 250 million 0.50
Any amount over 1 billion 0.45
Included assets are all assets of IDSC except mortgage loans, real
estate, and any other asset on which we pay an advisory or a
service fee.
Advisory and services fees for the past three years were:
Percentage of
Year Total fees included assets
1996 $ 0.--%
1995 $16,472,458 0.50%
1994 $13,565,432 0.51%
Estimated advisory and services fees for 1997 are $----------.
<PAGE>
PAGE 19
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,
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 AEFC,
o fees and expenses of our directors who are not officers or
employees of AEFC,
o provision for certificate reserves (interest accrued on
certificate holder accounts), and
o expenses of customer settlements not attributable to any sales
function.
Distribution
IDSC does not have a distribution agreement or pay a distribution
fee for this certificate.
Employment of other American Express affiliates
AEFC may employ 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, chairman, 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 $------ during 1996 to directors not employed by
AEFC.
Board of directors
David R. Hubers*
Born in 1943. Director since 1987.
President and chief executive officer of AEFC since 1993. Senior
vice president and chief financial officer of AEFC from 1984 to
1993.<PAGE>
PAGE 20
Charles W. Johnson
Born in 1929. Director since 1989.
Director, Communications Holdings, Inc. Former vice president and
group executive, Industrial Systems, with Honeywell, Inc. Retired
1989.
Richard W. Kling*
Born in 1940. Director since 1996.
Chairman of the board of directors since 1996. Director of IDS
Life Insurance Company since 1984; president since 1994. Executive
vice president of marketing and products of AEFC from 1988 to 1994.
Senior vice president of AEFC since 1994. Director of IDS Life
Series Fund, Inc. and member of the board of managers of IDS Life
Variable Annuity Funds A and B.
Edward Landes
Born in 1919. Director since 1984.
Development consultant. Director of IDS Life Insurance Company of
New York. Director of Endowment Development, YMCA of Metropolitan
Minneapolis. Vice President for Financial Development, YMCA of
Metropolitan Minneapolis from 1985 through 1995. Former sales
manager - Supplies Division and district manager - Data Processing
Division of IBM Corporation. Retired 1983.
John V. Luck Ph.D.
Born in 1926. Director since 1987.
Former senior vice president - Science and Technology with General
Mills, Inc. Employed with General Mills, Inc. since 1968. Retired
1988.
James A. Mitchell*
Born in 1941. Director since 1994.
Chairman of the board of directors from 1994 to 1996. Executive
vice president - marketing and products of AEFC since 1994. Senior
vice president - insurance operations of AEFC and president and
chief executive officer of IDS Life Insurance Company from 1986 to
1994.
Harrison Randolph
Born in 1916. Director since 1968.
Engineering, manufacturing and management consultant since 1978.
Gordon H. Ritz
Born in 1926. Director since 1968.
Director, Mid-America Publishing and Atrix International, Inc.
Former president, Con Rad Broadcasting Corp. Former Director,
Sunstar Foods.
Stuart A. Sedlacek*
Born in 1957. Director since 1994.
President since 1994. Vice president - assured assets of AEFC
since 1994. Vice president and portfolio manager from 1988 to
1994. Executive vice president - assured assets of IDS Life
Insurance Company since 1994.
<PAGE>
PAGE 21
*"Interested Person" of IDSC as that term is defined in Investment
Company Act of 1940.
Executive officers
Stuart A. Sedlacek
Born in 1957. President since 1994.
Morris Goodwin Jr.
Born in 1951. Vice president and treasurer since 1989.
Vice president and corporate treasurer of AEFC since 1989. Chief
financial officer and treasurer of American Express Trust Company
from 1988 to 1989.
Timothy S. Meehan
Born in 1957. Secretary since 1995.
Secretary of AEFC and American Express Financial Advisors Inc.
since 1995. Senior counsel to AEFC since 1995. Counsel from 1990
to 1995.
Lorraine R. Hart
Born in 1951. Vice president-investments since 1994.
Vice president - insurance investments of AEFC since 1989. Vice
president, investments of IDS Life Insurance Company since 1992.
Jay C. Hatlestad
Born in 1957. Vice president and controller of IDSC since 1994.
Manager of investment accounting of IDS Life Insurance Company from
1986 to 1994.
Bruce A. Kohn
Born in 1951. Vice president and general counsel since 1993.
Senior counsel to AEFC since 1996. Counsel to AEFC from 1992 to
1996. Associate counsel from 1987 to 1992.
F. Dale Simmons
Born in 1937. Vice president - real estate loan management since
1993. Vice president of AEFC since 1992. Senior portfolio manager
of AEFC since 1989. Assistant vice president from 1987 to 1992.
The officers and directors as a group beneficially own less than 1%
of the common stock of American Express Company.
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 SEC such indemnification is against public policy as expressed
in the Act and is therefore unenforceable.
<PAGE>
PAGE 22
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, LLP, Minneapolis, has audited the financial
statements for each of the years in the three-year period ended
Dec. 31, 1996. These statements are included in this prospectus.
Ernst & Young, LLP, is also the auditor for American Express, the
parent company of AEFC and IDSC.
<PAGE>
PAGE 23
Appendix
Description of corporate bond ratings
Bond ratings concern the quality of the issuing corporation. They
are not an opinion of the market value of the security. Such
ratings are opinions on whether the principal and interest will be
repaid when due. A security's rating may change which could affect
its price. Ratings by Moody's Investors Service, Inc. are Aaa, Aa,
A, Baa, Ba, B, Caa, Ca and C. Ratings by Standard & Poor's
Corporation are AAA, AA, A, BBB, BB, B, CCC, CC, C and D.
Aaa/AAA - Judged to be of the best quality and carry the smallest
degree of investment risk. Interest and principal are secure.
Aa/AA - Judged to be high-grade although margins of protection for
interest and principal may not be quite as good as Aaa or AAA rated
securities.
A - Considered upper-medium grade. Protection for interest and
principal is deemed adequate but may be susceptible to future
impairment.
Baa/BBB - Considered medium-grade obligations. Protection for
interest and principal is adequate over the short-term; however,
these obligations may have certain speculative characteristics.
Ba/BB - Considered to have speculative elements. The protection of
interest and principal payments may be very moderate.
B - Lack characteristics of more desirable investments. There may
be small assurance over any long period of time of the payment of
interest and principal.
Caa/CCC - Are of poor standing. Such issues may be in default or
there may be risk with respect to principal or interest.
Ca/CC - Represent obligations that are highly speculative. Such
issues are often in default or have other marked shortcomings.
C - Are obligations with a higher degree of speculation. These
securities have major risk exposures to default.
D - Are in payment default. The D rating is used when interest
payments or principal payments are not made on the due date.
Non-rated securities will be considered for investment. When
assessing each non-rated security, IDSC will consider the financial
condition of the issuer or the protection afforded by the terms of
the security.
<PAGE>
PAGE 24
Quick telephone reference
Client Service Organization/Transaction Line
Withdrawals, transfers, inquiries
National/Minnesota: 800-437-3133
Mpls./St. Paul area: 612-671-3800
TTY Service
For the hearing impaired
800-846-4293
American Express Easy Access Line
Current rate information.
National/Minnesota: 800-272-4445
Mpls./St. Paul area: 612-671-1630
Account value, cash transactions information (automated response,
TouchtoneR phones only)
National/Minnesota: 800-862-7919
Mpls./St. Paul area: 800-862-7919
IDS Series D-1 Investment Certificate
IDS Tower 10
Minneapolis, MN 55440-0010
Distributed by American Express Financial Advisors Inc.
<PAGE>
PAGE 25
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item
Number
Item 13. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and
distribution of the securities being registered are to be
borne by the registrant.
Item 14. Indemnification of Directors and Officers.
The By-Laws of IDS Certificate Company provide that it
shall indemnify any person who was or is a party or is
threatened to be made a party, by reason of the fact that
he was or is a director, officer, employee or agent of
the company, or is or was serving at the direction of the
company, or any predecessor corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, to
any threatened, pending or completed action, suit or
proceeding, wherever brought, to the fullest extent
permitted by the laws of the state of Delaware, as now
existing or hereafter amended.
The By-Laws further provide that indemnification
questions applicable to a corporation which has been
merged into the company relating to causes of action
arising prior to the date of such merger shall be
governed exclusively by the applicable laws of the state
of incorporation and by the by-laws of such merged
corporation then in effect. See also Item 17.
Item 15. Recent Sales of Unregistered Securities.
(a) Securities Sold
Period of sale Title of securities Amount sold
1993 IDS Special Deposits 8,367,601.13
1994 IDS Special Deposits 18,013,424.38
1995 IDS Special Deposits 56,855,953.53
1996 IDS Special Deposits* 41,064,846.74
* Renamed American Express Special Deposits in April 1996.
(b) Underwriters and other purchasers
IDS Special Deposits are marketed by American Express Bank Ltd.
(AEB), an affiliate of IDS Certificate Company, to private banking
clients of AEB in the United Kingdom and Hong Kong.
(c) Consideration
All IDS Special Deposits were sold for cash. The aggregate
offering price was the same as the amount sold in the table above.
Aggregate marketing fees to AEB were $153,318.21 in 1993,
$88,686.14 in 1994, $172,633.41 in 1995 and $301,946.44 in 1996.
<PAGE>
PAGE 26
(d) Exemption from registration claimed
American Express Special Deposits are marketed, pursuant to the
exemption in Regulation S under the Securities Act of 1933, by AEB
in the United Kingdom and Hong Kong to persons who are not U.S.
persons, as defined in Regulation S.
Item 16. Exhibits and Financial Statement Schedules.
(a)The following exhibits to this Post-Effective
Amendment No. 39 to Registration Statement No. 2-
55252 are incorporated herein by reference or
attached hereto:
1. (a) Copy of Distribution Agreement dated
November 18, 1988, between Registrant and
IDS Financial Services Inc., filed
electronically as Exhibit 1(a) to the
Registration Statement for the American
Express International Investment
Certificate (now called the IDS Investors
Certificate), is incorporated herein by
reference.
(b) Selling Agent Agreement dated
June 1, 1990, between American Express
Bank International and IDS Financial
Services Inc. for the American Express
Investors and American Express Stock
Market Certificates, filed electronically
as Exhibit 1(c) to the Post-Effective
Amendment No. 5 to Registration Statement
No. 33-26844, is incorporated herein by
reference.
(c) Marketing Agreement dated October 10,
1991, between Registrant and American
Express Bank Ltd., filed electronically as
Exhibit 1(d) to Post-Effective Amendment
No. 31 to Registration Statement 2-55252,
is incorporated herein by reference.
(d) Amendment to the Selling Agent Agreement
dated December 12, 1994, between IDS
Financial Services Inc. and American
Express Bank International, filed
electronically as Exhibit 16(d) to Post-
Effective Amendment No. 13 to Registration
Statement No. 2-95577, is incorporated
herein by reference.
(e) Selling Agent Agreement dated December 31,
1994, between IDS Financial Services Inc.
and Coutts & Co. (USA) International,
filed electronically as Exhibit 16(e) to
Post-Effective Amendment No. 13 to
Registration Statement No. 2095577, is
incorporated herein by reference.
<PAGE>
PAGE 27
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. (a) Continued
(f) Consulting Agreement dated December 12,
1994, between IDS Financial Services Inc.
and American Express Bank International,
filed electronically as Exhibit 16(f) to
Post-Effective Amendment No. 13 to
Registration Statement No. 2-95577
incorporated herein by reference.
2. Not Applicable.
3. (a) Certificate of Incorporation, dated
December 31, 1977, filed electronically as
Exhibit 3(a) to Post-Effective Amendment
No. 10 to Registration Statement No. 2-
89507, is incorporated herein by
reference.
(b) Certificate of Amendment, dated April 2,
1984, filed electronically as Exhibit 3(b)
to Post-Effective Amendment No. 10 to
Registration Statement No. 2-89507, is
incorporated herein by reference.
(c) By-Laws, dated December 31, 1977, filed
electronically as Exhibit 3(c) to Post-
Effective Amendment No. 10 to Registration
Statement No. 2-89507, are incorporated
herein by reference.
4. Not Applicable.
5. An Opinion and consent of counsel as to the
legality of the securities being registered is
filed with the Registrant's most recent 24f-2
notice.
6 through 9. -- None.
10.
(a) Investment Advisory and Services Agreement
between Registrant and IDS/American
Express Inc. dated January 12, 1984, filed
as Exhibit 10(a) to Registration Statement
No. 2-89507, is incorporated herein by
reference.
(b) Depositary and Custodial Agreement dated
September 30, 1985 between IDS Certificate
Company and IDS Trust Company, filed as
Exhibit 10(b) to Registrant's Post-
Effective Amendment No. 3 to Registration
Statement No. 2-89507, is incorporated
herein by reference.
<PAGE>
PAGE 28
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. (a) Continued
(c) Foreign Deposits Agreement dated November
21, 1990, between IDS Certificate Company
and IDS Bank & Trust, filed electronically
as Exhibit 10(h) to Post-Effective
Amendment No. 5 to Registration Statement
No. 33-26844, is incorporated herein by
reference.
11 through 23. -- None.
24. (a) Officers' Power of Attorney, dated May 17,
1994, filed electronically as Exhibit
25(a) to Post-Effective Amendment No. 37
to Registration Statement No. 2-55252 is
incorporated herein by reference.
(b) Directors' Power of Attorney, dated
February 29, 1996, filed electronically
herewith.
25 through 28. -- None.
(b) The financial statement schedules for IDS
Certificate Company will be filed
electronically in Post-Effective Amendment
No. 40 to Registration Statement No. 2-
55252.
<PAGE>
PAGE 29
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 17. Undertakings.
Without limiting or restricting any liability on the part
of the other, American Express Financial Advisors Inc.
(formerly, IDS Financial Services Inc.), as underwriter,
will assume any actionable civil liability which may
arise under the Federal Securities Act of 1933, the
Federal Securities Exchange Act of 1934 or the Federal
Investment Company Act of 1940, in addition to any such
liability arising at law or in equity, out of any untrue
statement of a material fact made by its agents in the
due course of their business in selling or offering for
sale, or soliciting applications for, securities issued
by the Company or any omission on the part of its agents
to state a material fact necessary in order to make the
statements so made, in the light of the circumstances in
which they were made, not misleading (no such untrue
statements or omissions, however, being admitted or
contemplated), but such liability shall be subject to the
conditions and limitations described in said Acts.
American Express Financial Advisors Inc. will also assume
any liability of the Company for any amount or amounts
which the Company legally may be compelled to pay to any
purchaser under said Acts because of any untrue
statements of a material fact, or any omission to state a
material fact, on the part of the agents of IDS Financial
Services Inc. to the extent of any actual loss to, or
expense of, the Company in connection therewith. The By-
Laws of the Registrant contain a provision relating to
Indemnification of Officers and Directors as permitted by
applicable law.
<PAGE>
PAGE 30
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 17th day of January,
1997.
IDS CERTIFICATE COMPANY
By: /s/ Stuart A. Sedlacek*
Stuart A. Sedlacek, 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 17th day of January, 1997.
Signature Capacity
/s/ Stuart A. Sedlacek* ** President and Director
Stuart A. Sedlacek (Principal Executive
Officer)
/s/ Morris Goodwin* Vice President and Treasurer
Morris Goodwin (Principal Financial
Officer)
/s/ Jay C. Hatlestad* Vice President and Controller
Jay C. Hatlestad (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 31
Signatures continued from previous page.
Signature Capacity
/s/ John V. Luck** Director
John V. Luck
/s/ James A. Mitchell** Chairman of the Board
James A. Mitchell of Directors and Director
/s/ Harrison Randolph** Director
Harrison Randolph
/s/ Gordon H. Ritz** Director
Gordon H. Ritz
*Signed pursuant to Officers' Power of Attorney dated May 17, 1994,
filed electronically as Exhibit 25(a) to Post-Effective Amendment
No. 37 to registration Statement No. 2-55252, incorporated herein
by reference.
_________________________.
Bruce A. Kohn
**Signed pursuant to Directors' Power of Attorney dated
February 29, 1996, filed electronically herewith.
_________________________.
Bruce A. Kohn
<PAGE>
PAGE 32
CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 39 TO
REGISTRATION STATEMENT NO. 2-55252
Cover Page
Prospectus
Part II Information
Signatures
Exhibits
<PAGE>
PAGE 1
SERIES D-1 CERTIFICATE
FILE NO. 2-55252
EXHIBIT 24B: Directors' Power of Attorney, dated February 29,
1996.
<PAGE>
PAGE 1
IDS CERTIFICATE COMPANY
POWER OF ATTORNEY
City of Minneapolis
State of Minnesota
Each of the undersigned as a director of IDS Certificate Company, a
face-amount certificate company registered under the Investment
Company Act of 1940, hereby constitutes and appoints James A.
Mitchell, Stuart A. Sedlacek, Jay C. Hatlestad, Colleen Curran,
Bruce A. Kohn and Morris Goodwin Jr., or any one of them, as his
attorney-in-fact and agent, to sign for him in his name, place and
stead any and all registration statements and amendments thereto
(with all exhibits and other documents required or desirable in
connection therewith) that may be prepared from time to time in
connection with said Company's existing or future face-amount
certificate products, and periodic reports on Form 10-K, Form 10-Q
and Form 8-K required pursuant to provisions of the Securities
Exchange Act of 1934, and any necessary or appropriate states or
other jurisdictions, and grants to any or all of them the full
power and authority to do and perform each and every act required
or necessary or appropriate in connection with such signatures or
filings.
Signed on this 29th day of February, 1996.
/s/ David R. Hubers /s/ John V. Luck
David R. Hubers John V. Luck
/s/ Charles W. Johnson /s/ James A. Mitchell
Charles W. Johnson James A. Mitchell
/s/ Edward Landes /s/ Harrison Randolph
Edward Landes Harrison Randolph
/s/ Gordon H. Ritz /s/ Stuart A. Sedlacek
Gordon H. Ritz Stuart A. Sedlacek
/s/ Richard W. Kling
Richard W. Kling
