<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 30(a) OF THE INVESTMENT COMPANY ACT OF
1940 AND SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 2-23772
IDS Certificate Company
---------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 41-6009975
- - ---------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
IDS Tower 10, Minneapolis, Minnesota 55440
- - ------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 671-3131
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ( X) No ( )
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of October 31, 1998
150,000 Common shares
Registrant is a wholly owned subsidiary of American Express Financial
Corporation, which is a wholly owned subsidiary of American Express Company, and
Registrant meets the conditions set forth in General Instruction H(1) (a) and
(b) of Form 10-Q and is therefore filing this form with the reduced disclosure
format.
<PAGE>
FORM 10-Q
IDS CERTIFICATE COMPANY
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The information furnished reflects all adjustments which are, in the opinion of
management, necessary to a fair statement of the results for these interim
periods. Certain amounts from the prior year have been reclassified to conform
to the current year presentation.
<TABLE>
<CAPTION>
IDS CERTIFICATE COMPANY
BALANCE SHEET
ASSETS Sept. 30, Dec. 31,
1998 1997
(Unaudited)
--------------------- ------------------------
($ Thousands)
<S> <C> <C>
Qualified Assets:
Cash and cash equivalents $81,627 $ -
Investments in unaffiliated issuers (note 1) 3,712,182 3,919,198
Receivables 44,017 50,452
Investments in and advances to affiliates 3,966 6,772
Other 36,214 56,127
--------------------- -------------------------
Total qualified assets 3,878,006 4,032,549
Other assets 21,172 21,099
--------------------- -------------------------
Total assets $3,899,178 $4,053,648
===================== =========================
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDER'S EQUITY
<S> <C> <C>
Liabilities:
Certificate reserves $3,589,369 $3,724,978
Accounts payable and accrued liabilities 19,736 73,985
Deferred federal income taxes 21,946 15,175
--------------------- -------------------------
Total liabilities 3,631,051 3,814,138
--------------------- -------------------------
Stockholder's equity:
Common stock 1,500 1,500
Additional paid-in-capital 143,844 143,844
Retained earnings 81,181 62,373
Accumulated other comprehensive income-net of tax (note 2) 41,602 31,793
--------------------- -------------------------
Total stockholder's equity 268,127 239,510
--------------------- -------------------------
Total liabilities and stockholder's equity $3,899,178 $4,053,648
===================== =========================
See notes to financial statements.
</TABLE>
<PAGE>
IDS CERTIFICATE COMPANY
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
(Unaudited)
For the Three Months Ended For the Nine Months Ended
-----------------------------------------------------------------------------
Sept. 30, 1998 Sept. 30, 1997 Sept. 30, 1998 Sept. 30, 1997
-------------------- ----------------- ------------------- ---------------------
($ Thousands)
<S> <C> <C> <C> <C>
Investment income $65,989 $65,660 $206,268 $190,130
Investment expenses 18,818 17,824 58,302 50,146
-------------------- ---------------- ------------------- ----------------
Net investment income before provision
for certificate reserves and income tax benefit 47,171 47,836 147,966 139,984
Net provision for certificate reserves 41,368 41,368 128,729 121,280
-------------------- ----------------- ------------------- ----------------
Net investment income before income tax benefit 5,803 6,468 19,237 18,704
Income tax benefit 358 601 1,202 2,323
--------------------- ----------------- ------------------- ----------------
Net investment income 6,161 7,069 20,439 21,027
--------------------- ----------------- ------------------- ----------------
Realized gain on investments - net 2,327 470 4,116 472
Income tax expense (815) (164) (1,441) (165)
--------------------- ----------------- ------------------- -----------------
Net realized gain on investments 1,512 306 2,675 307
-------------------- ----------------- ------------------- -----------------
Net income - wholly owned subsidiary 66 53 194 202
--------------------- ----------------- ------------------- -----------------
Net income $7,739 $7,428 $23,308 $21,536
===================== ================= =================== =================
See notes to financial statements.
</TABLE>
<PAGE>
IDS CERTIFICATE COMPANY
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
(Unaudited)
For the Nine Months Ended
----------------------------------------------
Sept. 30, 1998 Sept. 30, 1997
--------------------- ---------------------
(Thousands)
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $23,308 $21,536
Adjustments to reconcile net income to net
cash provided by operating activities:
Net income of wholly owned subsidiary (194) (202)
Net provision for certificate reserves 128,729 121,280
Interest income added to certificate loans (900) (1,063)
Amortization of premiums/discounts - net 16,100 11,093
Provision for deferred federal income taxes 1,489 (2,749)
Net realized gain on investments before income taxes (4,116) (472)
Decrease in dividends and interest receivable 6,188 2,826
Decrease in deferred distribution fees 4,131 2,490
Increase in other assets (4,200) (1,747)
Decrease in other liabilities (3,383) (360)
------------------ ---------------------
Net cash provided by operating activities 167,152 152,632
------------------ ---------------------
Cash Flows from Investing Activities:
Maturity and redemption of investments:
Held-to-maturity securities 120,291 62,265
Available-for-sale securities 362,523 306,066
Other investments 64,156 55,705
Sale of investments:
Held-to-maturity securities 6,245 29,391
Available-for-sale securities 342,100 156,841
Certificate loan payments 2,941 3,670
Purchase of investments:
Held-to-maturity securities (1,034) (4,565)
Available-for-sale securities (590,182) (828,812)
Other investments (94,030) (45,801)
Certificate loan fundings (2,925) (3,884)
------------------ ---------------------
Net cash provided by (used in) investing activities $210,085 ($269,124)
------------------ ---------------------
See notes to financial statements.
</TABLE>
<PAGE>
IDS CERTIFICATE COMPANY
STATEMENT OF CASH FLOWS (Continued)
<TABLE>
<CAPTION>
(Unaudited)
For the Nine Months Ended
----------------------------------------------
Sept. 30, 1998 Sept. 30, 1997
--------------------- ---------------------
($ Thousands)
<S> <C> <C>
Cash Flows from Financing Activities:
Payments from certificate owners $910,515 $1,053,364
Proceeds from reverse repurchase agreements 650,500 374,000
Dividend from wholly-owned subsidiary 3,000 -
Certificate maturities and cash surrenders (1,182,625) (991,985)
Payments under reverse repurchase agreements (672,500) (355,000)
Dividend paid (4,500) -
--------------------- ---------------------
Net cash (used in) provided by financing activities (295,610) 80,379
--------------------- ---------------------
Net Increase (Decrease) In Cash and Cash Equivalents 81,627 (36,113)
Cash and Cash Equivalents Beginning of Period - 111,331
--------------------- ---------------------
Cash and Cash Equivalents End of Period $81,627 $75,218
===================== =====================
Supplemental Disclosures:
Cash paid for income taxes $3,405 $4,030
Certificate maturities and surrenders through loan
reductions $4,417 $5,565
See notes to financial statements.
</TABLE>
<PAGE>
IDS CERTIFICATE COMPANY
NOTES TO FINANCIAL STATEMENTS (Unaudited)
($ in Thousands)
<TABLE>
<CAPTION>
<S> <C> <C>
1. The following is a summary of investments in unaffiliated issuers:
Sept. 30, Dec. 31,
1998 1997
--------------------- ---------------------
Held-to-maturity securities $633,838 $758,143
Available-for-sale securities 2,795,690 2,911,524
First mortgage loans on real estate 249,089 212,433
Certificate loans - secured by certificate reserves 33,565 37,098
--------------------- ---------------------
Total $3,712,182 $3,919,198
===================== =====================
</TABLE>
<TABLE>
<CAPTION>
2. Comprehensive income
Effective Jan. 1, 1998, Registrant adopted Statement of Financial
Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income."
SFAS No. 130 requires the reporting and display of comprehensive
income and its components. Comprehensive income is defined as the
aggregate change in stockholder's equity excluding changes in
ownership interests. For Registrant, it is net income and the
unrealized gains or losses on available-for-sale securities net of
taxes. Prior year amounts have been reclassified to conform to the
requirements of the new Statement. The components of comprehensive
income, net of related tax, for the three-month and nine-month periods
ended Sept. 30, 1998 and 1997 were:
<S> <C> <C>
Three Months Ended Sept. 30, 1998 1997
--------------------- ---------------------
Net income $7,739 $7,428
Unrealized gains on available-for-sale securities-net 10,201 13,838
--------------------- ---------------------
Total comprehensive income $17,940 $21,266
===================== =====================
Nine Months Ended Sept. 30, 1998 1997
--------------------- ---------------------
Net income $23,308 $21,536
Unrealized gains on available-for-sale securities-net 9,809 14,019
------------------- ---------------------
Total comprehensive income $33,117 $35,555
===================== =====================
</TABLE>
<PAGE>
IDS CERTIFICATE COMPANY
MANAGEMENT'S NARRATIVE ANALYSIS OF THE
RESULTS OF OPERATIONS
Results of operations:
As of Sept. 30, 1998, total assets and certificate reserves decreased $154
million and $136 million, respectively, from Dec. 31, 1997. The decreases
resulted primarily from certificate maturities and surrenders exceeding
certificate sales. The decrease in accounts payable and accrued liabilities
resulted primarily from net repayments of $22 million under reverse repurchase
agreements and a decrease in payable for investment securities purchased of $18
million.
Sales of face-amount certificates totaled $307 million and $273 million during
the second and third quarters of 1998, respectively, compared to $327 million
and $387 million during the comparable periods in 1997, respectively.
Certificate sales during the second and third quarters of 1998 include $19
million and $31 million , respectively, of sales of Registrant's Market Strategy
certificate which was first offered for sale April 29, 1998.
Certificate maturities and surrenders totaled $469 million and $353 million
during the second and third quarters of 1998, respectively, compared to $344
million and $350 million during the comparable periods in 1997, respectively.
The higher certificate maturities and surrenders during the second quarter of
1998 resulted primarily from $59 million in surrenders of Registrant's 7-month
term Flexible Savings certificate. Surrenders of the 7-month Flexible Savings
certificate resulted primarily from lower accrual rates declared by Registrant
at term renewal, reflecting interest rates available in the marketplace.
For the nine months of 1998 and 1997, sales of face-amount certificates totaled
$837 million and $982 million, respectively. Certificate maturities and
surrenders for the first nine months of 1998 and 1997 totaled $1,187 million and
$998 million, respectively.
Investment income increased 8.5% during the first nine months of 1998 from the
prior year's period primarily reflecting a higher average balance of invested
assets.
Investment expenses increased 16% during the first nine months of 1998 from the
the prior year's period. The increase resulted primarily from $4.3 million
higher amortization of premiums paid for index options and $4.7 million of
interest expense on reverse repurchase and interest rate swap agreements entered
into after the first quarter in 1997.
Net provision for certificate reserves increased 6.1% during the first nine
months of 1998 from the prior year's period reflecting a higher average balance
of certificate reserves.
The $1.1 million decrease in income tax benefit on net investment income
resulted primarily from a lesser portion of net investment income before income
tax benefit being attributable to tax-advantaged income.
During the third quarter of 1998, Registrant accepted a tender offer of a
hold-to-maturity security with an amortized cost and fair value of $6.2 million.
Net certificate reserve financing activities used cash of $272 million during
the first nine months of 1998 compared to cash provided of $61 million during
the prior year's period. The change resulted from lower certificate payments
received of $143 million and higher maturities and surrenders of $190 million
during the first nine months of 1998 compared to the prior year's period.
During the first nine months of 1998, Registrant paid a cash dividend to its
Parent of $4.5 million.
<PAGE>
Year 2000:
Registrant is a wholly owned subsidiary of American Express Financial
Corporation (AEFC), which is a wholly owned subsidiary of American Express
Company (American Express). All of the major systems used by Registrant are
maintained by AEFC and are utilized by multiple subsidiaries and affiliates of
AEFC. American Express is coordinating Year 2000 (Y2K) efforts on behalf of all
of its businesses and subsidiaries. Representatives of AEFC are participating in
these efforts. The Y2K issue is the result of computer programs having been
written using two digits rather than four to define a year. Some programs may
recognize a date using "00" as the year 1900 rather than 2000. This
misinterpretation could result in the failure of major systems or
miscalculations, which could have a material impact on American Express and its
businesses or subsidiaries through business interruption or shutdown, financial
loss, reputational damage and legal liability to third parties. American Express
and AEFC began addressing the Y2K issue in 1995 and have established a plan for
resolution, which involves the remediation, decommissioning and replacement of
relevant systems, including mainframe, mid-range and desktop computers,
application software, operating systems, systems software, date back-up archival
and retrieval services, telephone and other communications systems, and hardware
peripherals and facilities dependent on embedded technology. As a part of their
plan, American Express has generally followed and utilized the specific policies
and guidelines established by the Federal Financial Institutions Examination
Council, as well as other U.S. and international regulatory agencies.
Additionally, American Express continues to participate in Y2K related industry
consortia sponsored by various partners and suppliers. Progress is reviewed
regularly with Registrant's senior management and American Express's senior
management and Board of Directors.
American Express's and AEFC's Y2K compliance effort related to information
technology (IT) systems is divided into two initiatives. The first, which is the
much larger initiative, is known internally as "Millenniax," and relates to
mainframe and other technological systems maintained by the American Express
Technologies organization. The second, known as "Business T," relates to the
technological assets that are owned, managed or maintained by American Express's
individual business units, including AEFC. Business T also encompasses the
remediation of non-IT systems. These initiatives involve a substantial number of
employees and external consultants. This multiple sourcing approach is intended
to mitigate the risk of becoming dependent on any one vendor or resource. While
the vast majority of American Express's and AEFC's systems that require
modification are being remediated, in some cases they have chosen to migrate to
new applications that are already Y2K compliant.
American Express's and AEFC's plans for remediation with respect to Millenniax
and Business T include the following program phases: (i) employee awareness and
mobilization, (ii) inventory collection and assessment, (iii) impact analysis,
(iv) remediation/decommission, (v) testing and (vi) implementation. As part of
the first three phases, American Express and AEFC have identified their
mission-critical systems for purposes of prioritization. American Express's and
AEFC's goals are to substantially complete remediation of critical systems by
the end of 1998, complete testing of those systems by early 1999, and to
continue compliance efforts, including but not limited to, the testing of
systems on an integrated basis and independent validation of such testing,
through 1999.** American Express and AEFC are currently on schedule to meet
these goals. With respect to systems maintained by American Express and AEFC,
the first three phases referred to above have been substantially completed for
both Millenniax and Business T. As of Oct. 31, 1998, for Millenniax for American
Express, the remediation/decommission, testing and implementation phases are
approximately 80%, 65% and 55% complete, respectively. For Business T for
American Express, such phases are approximately 70%, 55% and 55% complete,
respectively.
<PAGE>
American Express's most commonly used methodology for remediation is the sliding
window. Once an application/system has been remediated, American Express applies
specific types of tests, such as stress, regression, unit, future date and
baseline to ensure that the remediation process has achieved Y2K compliance
while maintaining the fundamental data processing integrity of the particular
system. To assist with remediation and testing, American Express is using
various standardized tools obtained from a variety of vendors.
American Express's cumulative costs since inception of the Y2K initiatives were
$311 million through Sept. 30, 1998 and are estimated to be in the range of
$210-$235 million for the remainder through 2000.** These include both
remediation costs and costs related to replacements that were or will be
required as a result of Y2K. These costs, which are expensed as incurred, relate
to both Millenniax and Business T, and have not had, nor are they expected to
have, a material adverse impact on American Express's, AEFC's, or Registrant's
results of operations or financial condition.** Costs related to Millenniax,
which represent most of the total Y2K costs of American Express, are managed by
and included in the American Express corporate level financial results; costs
related to Business T are included in American Express's individual business
segment's financial results, including AEFC's. American Express and AEFC have
not deferred other critical technology projects or investment spending as a
result of Y2K. However, because American Express and AEFC must continually
prioritize the allocation of finite financial and human resources, certain
non-critical spending initiatives have been deferred.
American Express's and AEFC's major businesses are heavily dependent upon
internal computer systems, and all have significant interaction with systems of
third parties, both domestically and internationally. American Express and AEFC
are working with key external parties, including merchants, clients,
counterparties, vendors, exchanges, utilities, suppliers, agents and regulatory
agencies to mitigate the potential risks to American Express and AEFC of Y2K.
The failure of external parties to resolve their own Y2K issues in a timely
manner could result in a material financial risk to American Express or AEFC. As
part of their overall compliance program, American Express and AEFC are actively
communicating with third parties through face-to-face meetings and
correspondence, on an ongoing basis, to ascertain their state of readiness.
Although numerous third parties have indicated to American Express and AEFC in
writing that they are addressing their Y2K issues on a timely basis, the
readiness of third parties overall varies across the spectrum. Because American
Express's and AEFC's Y2K compliance is dependent on key third parties being
compliant on a timely basis, there can be no assurances that American Express's
and AEFC's efforts alone will resolve all Y2K issues.
<PAGE>
At this point, American Express and AEFC have not completed their assessment of
reasonably likely Y2K systems failures and related consequences. However,
American Express is in the process of preparing specific Y2K contingency plans
for all key American Express business units, including AEFC, to mitigate the
potential impact of such failures. This effort is a full-scale initiative that
includes both internal and external experts under the guidance of an American
Express-wide steering committee. The contingency plans, which will be based in
part on an assessment of the magnitude and probability of potential risks, will
primarily focus on proactive steps to prevent Y2K failures from occurring, or if
they should occur, to detect them quickly, minimize their impact and expedite
their repair. The Y2K contingency plans will supplement disaster recovery and
business continuity plans already in place, and are expected to include measures
such as selecting alternative suppliers and channels of distribution, and
developing American Express's and AEFC's own technology infrastructure in lieu
of those provided by third parties. Development of the Y2K contingency plans is
expected to be substantially complete by the end of the first quarter of 1999,
and will continue to be refined throughout 1999 as additional information
related to American Express's and AEFC's exposures is gathered. **
Statements in this Y2K discussion marked with two asterisks are forward-looking
statements which are subject to risks and uncertainties. Important factors that
could cause results to differ materially from these forward-looking statements
include, among other things, the ability of American Express or AEFC to
successfully identify systems containing two-digit codes, the nature and amount
of programming required to fix the affected systems, the costs of labor and
consultants related to such efforts, the continued availability of such
resources, and the ability of third parties that interface with American Express
or AEFC to successfully address their Y2K issues.
<PAGE>
IDS CERTIFICATE COMPANY
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are incorporated herein by reference:
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, is incorporated herein by reference.
10. (a) The 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 American
Express Investors Certificate), is incorporated herein by
reference.
(b) The 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 for the IDS Flexible Savings Certificate, is
incorporated herein by reference.
(c) Selling Agent Agreement dated June 1, 1990, between American
Express Bank International and IDS Financial Services Inc., for the
American Express Investors Certificate (formerly known as the IDS
Investors Certificate and American Express Stock Market Certificate
(formerly known as the IDS Stock Market Certificate) filed
electronically as Exhibit 1(c) to the Post-Effective Amendment No.
5 to Registration Statement No. 33-26844 for the IDS Investors
Certificate, is incorporated herein by reference.
(d) Marketing Agreement dated October 10, 1991, between Registrant and
American Express Bank Ltd., filed electronically as Exhibit 1(d) to
the Post-Effective Amendment No. 31 to Registration Statement No.
2-55252 for the Series D-1 Investment Certificate, is incorporated
herein by reference.
(e) 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 No. 2-55252, is
incorporated herein by reference.
(f) 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.
<PAGE>
IDS CERTIFICATE COMPANY
PART II. OTHER INFORMATION (Continued)
(g) Selling Agent Agreement dated December 12, 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.
(h) 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, is incorporated
herein by reference.
(i) Second amendment to Selling Agent Agreement between American
Express Financial Advisors Inc. and American Express Bank
International dated May 2, 1995, filed electronically as as Exhibit
(1) to Registrant's June 30, 1995, Quarterly Report on Form 10-Q,
is incorporated herein by reference.
(j) The Investment Advisory and Services Agreement between Registrant
and IDS/American Express Inc. dated January 12, 1984, filed
electronically as Exhibit 10(a) to Registration Statement No.
2-89507, is incorporated herein by reference.
(k) Depository and Custodial Agreement dated September 30, 1985,
between IDS Certificate Company and IDS Trust Company, filed
electronically as Exhibit 10(b) to Registrant's Post-Effective
Amendment No. 3 to Registration Statement No. 2-89507, is
incorporated herein by reference.
(l) Foreign Deposit Agreement dated November 21, 1990, between IDS
Certificate Company and IDS Bank and Trust, filed electronically as
Exhibit 10(h) to Post-Effective Amendment No. 5 to Registration
Statement No. 33-26844, is incorporated herein by reference.
(m) Form 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. 14 to Registration Statement No. 33-26844, is incorporated
herein by reference.
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 as Exhibit 24(b) to Post-Effective Amendment No.
39 to Registration Statement No. 2-55252, is incorporated herein
by reference.
(c) Officer's Power of Attorney, dated February 17, 1998, filed
electronically as Exhibit 24(c) to Post-Effective Amendment No.
42 to Registration Statement No. 2-55252, is incorporated herein
by reference.
(b) No reports on Form 8-K have been filed during the quarter for which
this report is filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
REGISTRANT IDS CERTIFICATE COMPANY
BY /s/ Jay C. Hatlestad
NAME AND TITLE Jay C. Hatlestad, Vice President and
Controller (Chief Accounting Officer and
officer duly authorized to sign on behalf
of Registrant)
DATE November 16, 1998
