SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-1
AMERICAN EXPRESS INVESTORS CERTIFICATE
POST-EFFECTIVE AMENDMENT NO. 16 TO
REGISTRATION STATEMENT NO. 33-26844
UNDER
THE SECURITIES ACT OF 1933
IDS CERTIFICATE COMPANY
(Exact name of registrant as specified in charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
6725
(Primary Standard Industrial Classification Code Number)
41-6009975
(I.R.S. Employer Identification No.)
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 of certificates under the
Securities Act of 1933 pursuant to Section 24-f of the Investment Company Act of
1940. Registrant's Rule 24f-2 Notice for its most recent fiscal year (December
31) was filed on or about February 27, 1997.
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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
1994 IDS Special Deposits 18,013,424.38
1995 IDS Special Deposits 56,855,953.53
1996 IDS Special Deposits* 41,064,486.74
1997 through American Express
Sept. 30** Special Deposits $113,499,731.00
*Renamed American Express Special Deposits in April, 1996.
** Most recent practicable date through which to provide
information.
(b) Underwriters and other purchasers
American Express Special Deposits are marketed by American Express Bank Ltd.
(AEBL), an affiliate of IDS Certificate Company, to private banking clients of
AEBL in the United Kingdom and Hong Kong.
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(c) Consideration
All American Express Special Deposits were sold for cash. The aggregate offering
price was the same as the amount sold in the table above. Aggregate marketing
fees to AEBL were $88,686.14 in 1994, $172,633.41 in 1995, $301,946.44 in 1996,
and $394,482.96 in 1997 through Sept. 30.
(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 AEBL 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. 12 to Registration Statement No. 33-26844 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.
2. Not Applicable.
3. (a) Certificate of Incorporation, dated December
31, 1977, filed electronically as Exhibit 3(a)
to Post-Effective Amendment No. 2 to
Registration Statement No. 2-95577, is
incorporated herein by reference.
(b) Certificate of Amendment, dated February 29,
l984, filed electronically as Exhibit 3(b) to
Post-Effective Amendment No. 2 to Registration
Statement No. 2-95577, is incorporated herein
by reference.
(c) By-Laws, dated December 31, 1977, filed
electronically as Exhibit 3(c) to Post-
Effective Amendment No. 2 to Registration
Statement No. 2-95577, 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.
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10. (a) Copy of Investment Advisory and Services
Agreement between Registrant and IDS/American
Express Inc., dated January 12, 1984, filed
electronically as Exhibit 10(a) to Post-
Effective Amendment No. 2 to Registration
Statement No. 2-95577, is incorporated herein
by reference.
(b) Copy of Depository and Custodial Agreement,
between IDS Certificate Company and IDS Trust
Company dated September 30, 1985, filed
electronically as Exhibit 10(b) to Post-
Effective Amendment No. 2 to Registration
Statement No. 2-95577, is incorporated herein
by reference.
(c) Copy of Foreign Deposit Agreement dated
November 24, 1990, between Registrant 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.
(d) Copy of Selling Agent Agreement dated
June 1, 1990 between American Express Bank
International and IDS Financial Services Inc.
for the American Express Investors Certificate,
filed electronically as Exhibit 1 to the Pre-
Effective Amendment 2 to Registration Statement
No. 33-26844 for the IDS Investors Certificate
is incorporated herein by reference.
(e) Copy of Selling Agent Agreement dated Dec. 12,
1994 between American Express Bank
International, Coutts & Co (USA) International
and IDS Financial Services Inc. for the
Investors Certificate is filed electronically.
As Exhibit 1(e) to Post-Effective Amendment No.
9 to Registration Statment No. 33-26844 for IDS
Investors Certificate is incorporated herein by
reference.
(f) Copy of Amendment to the Selling Agent
Agreement dated Dec. 12, 1994 between American
Express Bank International and IDS Financial
Services Inc. for the IDS Investors Certificate
is filed electronically as Exhibit 1(d) to
Post-Effective Amendment No. 9 to Registration
Statment No. 33-26844 for IDS Investors
Certificate is incorporated herein by
reference.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16.
(a) Continued
(g) Copy of Consulting Agreement dated Dec. 12,
1994 between American Express Bank and IDS
Financial Services Inc. for the IDS Investors
Certificate filed electronically as
Exhibit 1(f) to Post-Effective Amendment No. 9
to Registration Statment No. 33-26844 for IDS
Investors Certificate is incorporated herein by
reference.
(h) Copy of 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.
(i) Copy of Letter amendment dated January 9, 1997 to
the Marketing Agreement dated October 10, 1991,
between Registrant and American Express Bank Ltd.,
filed electronically as Exhibit 10(j) to
Post-Effective Amendment No. 40 to Registration
Statement 2-55252, is incorporated herein by
reference.
(j) Copy of Letter amendment dated April 7, 1997 to
the Selling Agent Agreement dated June 1, 1990,
between American Express Financial Advisors Inc.
and American Express Bank International filed
electronically as Exhibit 10(j) to Post-Effective
Amendment No. 15 to Registration Statement
33-26844 is incorporated herein by reference.
11 through 22. -- None.
23. (a) Opinion and Consent of Counsel dated October 31,
1997 filed electronically as Exhibit 23 to
Post-Effective Amendment No. 15 to Registration
Statement No. 33-26844, is incorporated herein by
reference.
(b) Copy of Supplement to Certificate of Officer of
IDS Certificate Company, filed as an exhibit to
Opinion and Consent of Counsel is filed
electronically herewith as Exhibit 23(b).
24. (a) Officers' Power of Attorney, dated May 17, 1994,
filed electronically as Exhibit
25(a) to Post-Effective Amendment No. 9 to
Registration Statement No. 2-95577, is
incorporated herein by reference.
(b) Directors' Power of Attorney, dated
February 29, 1996 filed electronically as
Exhibit 25(b) to Post-Effective Amendment
No. 13 to Registration Statement No.
33-26844 is incorporated herein by reference.
25 through 28. -- None.
<PAGE>
(b) The financial statement schedules for IDS Certificate Company
filed electronically as Exhibit 16(b) to Post-Effective
Amendment No. 40 to Registration Statement No. 2-55252 for
Series D-1 Investment Certificate, are incorporated by
reference.
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, and American Express
Bank International and Coutts & Co (USA) International, as
selling agents, 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
their respective 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
their respective 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., American Express Bank
International and Coutts & Co (USA) International 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 respective agents of American Express Financial
Advisors Inc., American Express Bank International, and Coutts &
Co (USA) International 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>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this amendment to this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis
and State of Minnesota, on the 4th day of November, 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 following capacities on the
4th day of November, 1997.
Signature Capacity
/s/ Stuart A. Sedlacek* ** President and Director
Stuart A. Sedlacek (Principal Executive
Officer)
/s/ Jay C. Hatlestad* Vice President and
Jay C. Hatlestad Controller
(Principal Financial Officer and
Principal Accounting Officer)
/s/ David R. Hubers** Director
David R. Hubers
/s/ Charles W. Johnson** Director
Charles W. Johnson
/s/ Richard W. Kling** Chairman of the
Richard W. Kling Board of Directors
and Director
/s/ Edward Landes** Director
Edward Landes
Signatures continued on next page.
<PAGE>
Signatures continued from previous page.
Signature Capacity
/s/ John V. Luck** Director
John V. Luck
/s/ James A. Mitchell** Director
James A. Mitchell
/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. 10, to Registration Statement No. 33-26844, incorporated herein
by reference.
- ------------------------
Bruce A. Kohn
**Signed pursuant to Directors' Power of Attorney dated February
29, 1996 filed electronically as Exhibit 25(b) to Post-Effective
Amendment No. 13 to Registration Statement No. 2-95577,
incorporated herein by reference.
- ------------------------
Bruce A. Kohn
<PAGE>
CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 16 TO REGISTRATION
STATEMENT NO. 33-26844
Cover Page
Part II Information
Signatures
EXHIBIT INDEX
Exhibit 23(b): Supplement to Certificate of Officer of IDS Certificate Company
Supplement to Certificate of Officer of IDS Certificate Company
The undersigned, being the Vice President and General Counsel of IDS
Certificate Company, hereby supplements the Certificate of Officer of IDS
Certificate Company dated October 30, 1997, and made for the express purpose of
inducing Jones, Day, Reavis & Pogue to render certain legal opinions (the
"Certificate of Officer"), as follows:
The representations contained in the Certificate of Officer and in this
Supplement to Certificate of Officer are and were made only as of all relevant
times through and including October 30, 1997, and are hereby affirmed as of
October 31, 1997. Said representations are and were not made as of any other
date and, in particular but without limitation, are and were not made as of any
date subsequent to October 31, 1997, and in all other respects are subject to
the limitations stated in the Certificate of Officer.
The representations contained in the Certificate of Officer and in this
Supplement to Certificate of Officer are and were made solely for the purpose of
inducing Jones, Day, Reavis & Pogue to render certain legal opinions on October
30 or October 31, 1997, are and were solely for the benefit of Jones, Day,
Reavis & Pogue for such purpose, and may not be used, relied upon, referred to
or quoted by any other person without my prior specific written consent thereto
and the prior specific written consent of IDS Certificate Company thereto. There
are no express or implied third-party beneficiaries in or of the representations
contained in the Certificate of Officer or in this Supplement to Certificate of
Officer.
IN WITNESS WHEREOF, the undersigned has executed this certificate for,
on behalf of and in the name of the Company as of the effective date hereof set
forth below.
/s/ Bruce A. Kohn
Bruce A. Kohn
Vice President and General Counsel
IDS Certificate Company
November 3, 1997
