SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-1
POST-EFFECTIVE AMENDMENT NUMBER 41 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
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(IDS Certificate Company effective April 1984)
(Exact name of registrant as specified in charter)
DELAWARE
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(State or other jurisdiction of incorporation or organization)
6725
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(Primary Standard Industrial Classification Code Number)
41-6009975
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(I.R.S. Employer Identification No.)
IDS Tower 10, Minneapolis, MN 55440, (612) 671-3131
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(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
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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IDS Series D-1 Investment Certificate
Prospectus/April 28, 1998
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
800-437-3463
800-846-4293 (TTY)
An American Express company
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Annual Interest Rates as of April 28, 1998
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Simple Compound
Interest Effective
Rate Yield
- ----% ----%
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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 60661
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.
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.
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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 IndexO 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,
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
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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 --).
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 --).
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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 Index (trademark), N. Palm Beach,
FL 33408. For example, if the rate published for a given week in the BANK RATE
MONITOR National Index (trademark), 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 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
Index (trademark), N. Palm Beach, FL 33408.
The BANK RATE MONITOR National Index (trademark), 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 Index (trademark), N.
Palm Beach, FL 33408 are government-insured fixed-rate time deposits. The BANK
RATE MONITOR National Index (trademark), 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.
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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 Index (trademark), 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 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
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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.
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.
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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.
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.
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`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 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.
<PAGE>
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.
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.
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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, 1997.
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:
interest to certificate owners, and
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 must exceed the required carrying value of the
outstanding certificates by at least $250,000. As of Dec. 31, 1997, 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, 1997:
____% corporate and other bonds
____ government agency bonds
____ preferred stocks
____ mortgages
____ cash and cash equivalents
____ municipal bonds
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As of Dec. 31, 1997, about ____% 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, 1997 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.
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. 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 in limited partnership interests in limited
partnerships that either directly, or indirectly through other limited
partnerships, invest in real estate. We may invest directly in real estate. We
also 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.
<PAGE>
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. If
interest rates do not rise above a specified level, the interest rate caps do
not pay us a return. 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
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, 1997, IDSC held about ____% of its investment portfolio
(including bonds, preferred stocks, mortgages and cash equivalents) in
investments rated below investment grade.
<PAGE>
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.
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, 1997, 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.
<PAGE>
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.
For fiscal year ended Dec. 31, 1997, IDSC had issued (in face amount)
$__________ of installment certificates and $__________ of single payment
certificates. As of Dec. 31, 1997, IDSC had issued (in face amount) $_____ of
installment certificates and $_____ of single payment certificates since its
inception in 1941.
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
1997 __________ _____
1996 __________ _____
1995 __________ _____
Estimated advisory and services fees for 1998 are $__________.
<PAGE>
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
Under a Distribution Agreement with American Express Financial Advisors Inc. we
pay an annual fee of $100 for the distribution of this certificate.
This fee is not assessed to your certificate account.
Transfer Agent
Under a Transfer Agency Agreement American Express Client Service Corporation
(AECSC) maintains certificate owner accounts and records. IDSC pays AECSC a
monthly fee of one-twelfth of $10.353 per certificate owner account for this
service.
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 1997 to directors not employed by AEFC.
<PAGE>
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.
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.
<PAGE>
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.
*"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.
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>
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, 1997. 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>
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>
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
Account value, cash transactions information, current rate information
(automated response, Touchtone(R) 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>
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* 41,064,846.74
1997 American Express Special Deposits 182,788,631.00
* 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 $88,686.14 in 1994, $172,633.41 in 1995, $301,946.44 in 1996 and
$592,068.70 in 1997.
<PAGE>
(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) Exhibits
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. 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 will be filed with a subsequent Post-Effective
Amendment to Registration Statement No. 2-55252.
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>
(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.
(d) Copy of Distribution Agreement dated March 29, 1996 between Registrant
and American Express Service Corporation filed electronically as
Exhibit 1(b) to Post-Effective Amendment No. 17 to Registration
Statement No. 2-95577, is incorporated herein by reference.
(e) 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.
(f) 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.
(g) 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.
(h) 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. 2-95577, is incorporated herein by
reference.
(i) 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.
(j) 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 16(j) to Post-Effective Amendment
No. 40 to Registration Statement No. 2-55252.
11 through 23. -- None.
<PAGE>
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, electronically
as Exhibit 24(b) to Post-Effective Amendment No. 39 to Registration
Statement No. 2-55252 is incorporated herein by reference.
25 through 27. -- None.
(b) The financial statement schedules for IDS Certificate Company will be filed
with a subsequent Post-Effective Amendment to Registration Statement No.
2-55252.
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>
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 15th day of January, 1998.
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 15th day of
January, 1998.
Signature Capacity
/s/ Stuart A. Sedlacek* ** President and Director
Stuart A. Sedlacek (Principal Executive Officer)
___________________________ Vice President and Treasurer
Jeffrey S. Horton (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/ Richard W. Kling** Chairman of the Board of Directors
Richard W. Kling and Director
/s/ Edward Landes** Director
Edward Landes
/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
<PAGE>
*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 as Exhibit 24(b) to Post-Effective Amendment No. 39 to
Registration Statement No. 2-55252, incorporated herein by reference.
- -------------------------.
Bruce A. Kohn
<PAGE>
CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 41 TO
REGISTRATION STATEMENT NO. 2-55252
Cover Page
Prospectus
Part II Information
Signatures
Exhibits
