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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-1
POST-EFFECTIVE AMENDMENT NUMBER 45 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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CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 45 TO
REGISTRATION STATEMENT NO. 2-55252
Cover Page
Prospectus
Part II Information
Signatures
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PART I. PROSPECTUS
The prospectus was filed with Post-Effective Amendment No. 44 to Registration
Statement No. 2-55252.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item
Number
Item 13. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution
of the securities being registered are to be borne by the
registrant.
Item 14. Indemnification of Directors and Officers.
The By-Laws of IDS Certificate Company provide that it shall
indemnify any person who was or is a party or is threatened to
be made a party, by reason of the fact that he was or is a
director, officer, employee or agent of the company, or is or
was serving at the direction of the company, or any
predecessor corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture,
trust or other enterprise, to any threatened, pending or
completed action, suit or proceeding, wherever brought, to the
fullest extent permitted by the laws of the state of Delaware,
as now existing or hereafter amended.
The By-Laws further provide that indemnification questions
applicable to a corporation which has been merged into the
company relating to causes of action arising prior to the date
of such merger shall be governed exclusively by the applicable
laws of the state of incorporation and by the by-laws of such
merged corporation then in effect. See also Item 17.
Item 15. Recent Sales of Unregistered Securities.
(a) Securities Sold
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
1998 American Express Special Deposits 91,416,078.00
* Renamed American Express Special Deposits in April 1996.
(b) Underwriters and other purchasers
American Express 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 American Express Special Deposits were sold for cash. The aggregate offering
price was the same as the amount sold in the table above. Aggregate marketing
fees to AEB were $172,633.41 in 1995, $301,946.44 in 1996, $592,068.70 in 1997
and 967,791.95 in 1998.
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(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
Registration Statement No. 33-26844, 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 February 29,1984,
filed electronically as Exhibit 3(b) to Post-
Effective Amendment No. 10 to Registration Statement
No. 2-89507, is incorporated herein by reference.
(c) Certificate of Amendment, dated September 12, 1995,
filed electronically as Exhibit 3(c) to
Post-Effective Amendment No. 44 to Registration
Statement No. 2-55252, is incorporated herein by
reference.
(d) By-Laws, dated December 31, 1977, filed
electronically as Exhibit 3(c) to Post-Effective
Amendment No. 10 to Registration Statement No.
2-89507, are incorporated herein by reference.
4. Not Applicable.
5. An opinion and consent of counsel as to the
legality of the securities being registered is filed
electronically herewith.
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.
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(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.
(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 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.
(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.
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(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, is incorporated herein by reference.
(k) 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
herewith as Exhibit 10 (j) to Post-Effective
Amendment No. 14 to Registration Statement 33-26044,
is incorporated herein by reference.
(l) Form of Selling Agent Agreement, dated March __, 1999
between American Express Financial Advisors Inc. and
Securities America Inc., filed electronically as
Exhibit 10 (k) to Post-Effective Amendment No. 24 to
Registration Statement 33-22503, is incorporated
herein by reference.
11. through 22. -- None.
23. Consent of Independent Auditors Report filed
electronically as Exhibit 23 to Post-Effective
Amendment No. 44 to Registration Statement No.
2-55252 is incorporated herein by reference.
24. (a) Officers' Power of Attorney, dated Sept. 8, 1998
filed electronically as Exhibit 24(a) to
Post-Effective Amendment No. 22 to Registration
Statement No. 33-22503, is incorporated herein
by reference.
(b) Directors' Power of Attorney, dated Oct. 14, 1998
filed electronically as Exhibit 24(b) to Post-
Effective Amendment No. 22 to Registration Statement
No. 33-22503, is incorporated herein by reference.
25. through 27. -- None.
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(b) The financial statement schedules for IDS Certificate Company filed
electronically as Exhibit 16(b) in Post-Effective Amendment No. 44 to
Registration Statement No. 2-55252 are incorporated herein by
reference.
Item 17. Undertakings.
Without limiting or restricting any liability on the part of
the other, American Express Financial Advisors Inc. (formerly,
IDS Financial Services Inc.), as underwriter, 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.
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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 26th day of April, 1999.
IDS CERTIFICATE COMPANY
By: /s/ Paula R. Meyer*
Paula R. Meyer, 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 26th day of
April, 1999.
Signature Capacity
/s/ Paula R. Meyer* ** President and Director
Paula R. Meyer (Principal Executive Officer)
/s/ Jeffrey S. Horton* Vice President and Treasurer
Jeffrey S. Horton (Principal Accounting Officer)
/s/ Jay C. Hatlestad* Vice President and Controller
Jay C. Hatlestad (Principal Accounting Officer)
__________________ Director
Rodney P. Burwell
/s/ David R. Hubers** Director
David R. Hubers
/s/ Charles W. Johnson** Director
Charles W. Johnson
____________________ Director
Jean B. Keffeler
/s/ Richard W. Kling**_ Director
Richard W. Kling
____________________ Director
Thomas R. McBurney
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*Signed pursuant to Officers' Power of Attorney dated September 8, 1998 filed
electronically as Exhibit 24(a) to Post-Effective Amendment No. 22 to
Registration Statement No. 33-22503, incorporated herein by reference.
/s/Bruce A. Kohn
Bruce A. Kohn
**Signed pursuant to Directors' Power of Attorney dated October 14, 1998 filed
electronically as Exhibit 24(b) to Post-Effective Amendment No. 22 to
Registration Statement No. 33-22503, incorporated herein by reference.
/s/Bruce A. Kohn
Bruce A. Kohn
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EXHIBIT INDEX
Exhibit 5: Opinion and Consent of Counsel
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April 26, 1999
IDS Certificate Company
IDS Tower 10
Minneapolis, MN 55440-0010
Ladies and Gentlemen:
Reference is made to your Registration Statement, No. 2-55252, Form S-1, under
the Securities Act of 1933, registering an indefinite number of face-amount
certificates.
I have examined the Certificate of Incorporation and the By-Laws of IDS
Certificate Company (the "Company") and all necessary certificates, permits,
minute books, documents and records of the Company, and the applicable statutes
of the State of Delaware and such other matters of fact and law as I have deemed
necessary, and it is my opinion:
(a) That the Company is a corporation duly organized and existing under the laws
of the State of Delaware.
(b) That the face-amount certificates registered under the above-referenced
registration number and issued by the Company since April 1, 1998, until today,
when sold in accordance with the prospectus contained in the above-referenced
Registration Statement and with applicable law, were legal and non-assessable
and were fully-paid face-amount certificates as that term is used in section
2(a)(15) of the Investment Company Act of 1940 and were binding obligations of
the Company.
(c) That other face-amount certificates registered under the above-referenced
registration number and issued by the Company, when sold in accordance with the
prospectus contained in the above-referenced Registration Statement and with
applicable law, will be legal and non-assessable and will be fully-paid
face-amount certificates as that term is used in section 2(a)(15) of the
Investment Company Act of 1940 and will binding obligations of the Company.
This opinion supersedes my opinion filed as an Exhibit in Post-Effective
Amendment No. 44 to the above referenced Registration Statement. I hereby
consent that the foregoing opinion may be used in connection with Post-Effective
Amendment Nos. 44 and 45 to the above-referenced Registration Statement.
Very truly yours,
/s/Bruce A. Kohn
Bruce A. Kohn
Vice President and General Counsel
IDS Certificate Company
