IDS CERTIFICATE CO /MN/, POS AM, 1999-01-19

IDS CERTIFICATE CO /MN/
POS AM, 1999-01-19

Previous: INTEK GLOBAL CORP, SC 13D/A, 1999-01-19

Next: JACOBS ENGINEERING GROUP INC /DE/, 8-K, 1999-01-19

<PAGE>

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

FORM S-1
AMERICAN EXPRESS INVESTORS CERTIFICATE

POST-EFFECTIVE AMENDMENT NO. 17 TO
REGISTRATION STATEMENT NO. 33-26844
UNDER
THE SECURITIES ACT OF 1933

IDS CERTIFICATE COMPANY
(Exact name of registrant as specified in charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

6725
(Primary Standard Industrial Classification Code Number)

41-6009975
(I.R.S. Employer Identification No.)

IDS Tower 10, Minneapolis, MN 55440, (612) 671-3131
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Bruce A. Kohn IDS Tower 10, Minneapolis, MN 55440-0010, (612) 671-2221
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

<PAGE>

American Express Investors Certificate
Prospectus
April 28, 1999

Provides high fixed rates with capital preservation.

IDS Certificate Company (the Issuer or IDSC), a subsidiary of American Express
Financial Corporation, issues American Express Investors Certificates. You can:

o Purchase this certificate in any amount from $100,000 through $5
million.

o Select a term of one, two, three, six, 12, 24 or 36 months.

o Invest in successive terms up to a total of 20 years from the issue
date of the certificate.

This certificate is available in New York and Florida to persons who are neither
citizens nor residents of the United States and to certain U.S. trusts.

Like all investment companies, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

This certificate is backed solely by the assets of the Issuer. See "Risk
factors" on page 2p.

IDS Certificate Company is not a bank or financial institution, and the
securities it offers are not deposits or obligations of, or backed or guaranteed
or endorsed by, any bank or financial institution, nor are they insured by the
Federal Deposit Insurance Corporation, the Federal Reserve Board or any other
agency.

The distributor and selling agent are not required to sell any specific amount
of certificates.

Issuer: Distributor:
IDS Certificate Company American Express Financial Advisors Inc.
Unit 557
IDS Tower 10 Selling Agents:
Minneapolis, MN 55440-0010 American Express Bank International

Coutts & Co (USA) International

<PAGE>

Initial interest rates

The Issuer guarantees a fixed rate of interest for each term. For the initial
term, the rate will be within a specified range of certain average interest
rates generally referred to as the London Interbank Offered Rates (LIBOR). See
"About the certificate" for more explanation.

Here are the interest rates in effect April 28, 1999*:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Actual
Simple Compound Effective
Interest Yield for Annualized
Term Rate* the Term** Yield***
- ---------------------------- -------------------------- -------------------------- --------------------------

1 month
- ---------------------------- -------------------------- -------------------------- --------------------------
- ---------------------------- -------------------------- -------------------------- --------------------------

2 month
- ---------------------------- -------------------------- -------------------------- --------------------------
- ---------------------------- -------------------------- -------------------------- --------------------------

3 month
- ---------------------------- -------------------------- -------------------------- --------------------------
- ---------------------------- -------------------------- -------------------------- --------------------------

6 month
- ---------------------------- -------------------------- -------------------------- --------------------------
- ---------------------------- -------------------------- -------------------------- --------------------------

12 month
- ---------------------------- -------------------------- -------------------------- --------------------------
- ---------------------------- -------------------------- -------------------------- --------------------------

24 month
- ---------------------------- -------------------------- -------------------------- --------------------------
- ---------------------------- -------------------------- -------------------------- --------------------------

36 month
- ---------------------------- -------------------------- -------------------------- --------------------------

* These are the rates for investments of $100,000. Rates may depend on factors described in "Rates for new purchases" under
"About the certificate."
** Assuming monthly compounding for the number of months in the term and a $100,000 purchase.
*** Assuming monthly compounding for 12 months and a $100,000 purchase.
</TABLE>

<PAGE>

These rates may or may not have changed when you apply to purchase your
certificate. Rates for future terms are set at the discretion of the Issuer and
may also differ from the rates shown here.

Risk factors

You should consider the following when investing in this certificate.

This certificate is backed solely by the assets of the Issuer. Most of our
assets are debt securities whose price generally falls as interest rates
increase, and rises as interest rates decrease. Credit ratings of the issuers of
securities in our portfolio vary. See "Invested and guaranteed by the Issuer,"
"Regulated by government," "Backed by our investments" and "Investment policies"
under "How your money is used and protected."

American Express Financial Corporation (AEFC), the parent company of IDSC,
maintains the major computer systems used by the Issuer. The Year 2000 (Y2K)
issue is the result of computer programs that may recognize a date using "00" as
the year 1900 rather than 2000. This could result in the failure of major
systems. AEFC and its parent company, American Express Company, began addressing
the Y2K issue in 1995 and have established a plan for resolution. See
"Management's discussion and analysis of financial condition and results of
operation."

<PAGE>

Table of contents

Initial interest rates p

Risk factor p

Contents

About the certificate p
Investment amounts and terms p
Face amount and principal p
Value at maturity p
Receiving cash during the term p
Interest p
Promotions and pricing flexibility p
Rates for new purchases p
Rates for future terms p
Additional investments p
Earning interest p

How to invest and withdraw funds p
Buying your certificate p
How to make investments at term end p
Full and partial withdrawals p
When your certificate term ends p
Transfers to other accounts p
Transfer of ownership p
For more information p
Giving instructions and written notification p
Purchases by bank wire p

Tax treatment of your investment p
Withholding taxes p
Trusts p

How your money is used and protected p
Invested and guaranteed by the Issuer p
Regulated by government p
Backed by our investments p
Investment policies p

<PAGE>

How your money is managed p
Relationship between the Issuer and American
Express Financial Corporation p
Capital structure and certificates issued p
Investment management and services p
Distribution p
Selling Agent Agreement with AEBI and Coutts p
About American Express Service Corporation p
About American Express Bank International and Coutts p
Transfer agent p
Employment of other American Express affiliates p
Directors and officers p
Independent auditors p

Appendix p

Annual financial information p
Summary of selected financial information p
Management's discussion and analysis of financial
condition and results of operations p
Report of independent auditors p

Financial statements p

Notes to financial statements p

<PAGE>

About the certificate

Read and keep this prospectus

This prospectus describes terms and conditions of your American Express
Investors Certificate. It contains facts that can help you decide if the
certificate is the right investment for you. Read the prospectus before you
invest and keep it for future reference. No one has the authority to change the
terms and conditions of the American Express Investors Certificate as described
in the prospectus, or to bind the Issuer by any statement not in it.

This prospectus describes American Express Investors Certificate distributed by
American Express Financial Advisors Inc. American Express Bank International
(AEBI) has an arrangement with American Express Financial Advisors Inc. under
which the certificate is offered to AEBI's clients who are neither citizens nor
residents of the United States and to certain U.S. trusts. The certificate is
currently available through AEBI offices located in Florida and New York. The
certificate is also available to certain clients of Coutts & Co. (USA)
International (Coutts) through its office in Florida.

Investment amounts and terms

You may purchase the American Express Investors Certificate in any amount from
$100,000 payable in U.S. currency. The American Express Investors Certificate is
a security purchased with a single investment. Unless you receive prior
approval, your total amount paid in any one or more certificates, in the
aggregate over the life of the certificates, less withdrawals, cannot exceed $5
million.

After determining the amount you wish to invest, you select a term of one, two,
three, six, 12, 24 or 36 months for which the Issuer will guarantee a specific
interest rate. The Issuer guarantees the principal of and interest on your
certificate. At the end of the term, you may have interest earned on the
certificate during its term credited to your certificate or paid to you.
Investments in the certificate may continue for successive terms up to a total
of 20 years from the issue date of the certificate. Generally, you will be able
to select any of the terms offered. But if your certificate is nearing its
20-year maturity, you will not be allowed to select a term that would carry the
certificate past its maturity date.

Face amount and principal

<PAGE>

term. A withdrawal at any other time is taken first from interest credited to
your investment during that term. The principal is the amount that is reinvested
at the beginning of each subsequent term, and is calculated as follows:

Principal equals Face amount (initial investment)
plus At the end of a term, interest credited to your account during the term
minus Any interest paid to you in cash plus Any additional investments to your
certificate minus Any withdrawals, fees and applicable penalties

Principal may change during a term as described in "Full and partial
withdrawals."

For example: Assume your initial investment (face amount) of $500,000 earned
$7,500 of interest during the term. You have not taken any interest as cash or
made any withdrawals. You have invested an additional $250,000 prior to the
beginning of the next term. Your principal for the next term will equal:

$500,000 Face amount (initial investment)
plus 7,500 Interest credited to your account
minus (0) Interest paid to you in cash
plus 250,000 Additional investment to your certificate
minus (0) Withdrawals and applicable penalties or fees
$757,500 Principal at the beginning of the next term.

Value at maturity

You may continue to invest for successive terms for up to a total of 20 years
from the issue date of the certificate. Your certificate matures at 20 years
from its issue date. At maturity, you will receive a distribution for the value
of your certificate, which will be the total of your purchase price, plus
additional investments and any credited interest not paid to you in cash, less
any withdrawals and penalties. Some fees may apply as described in "How to
invest and withdraw funds."

Receiving cash during the term

If you need your money before your certificate term ends, you may withdraw part
or all of its value at any time, less any penalties that apply.

Procedures for withdrawing money, as well as conditions under which penalties
apply, are described in "How to invest and withdraw funds."

<PAGE>

Interest

Your investments earn interest from the date they are credited to your account.
Interest is compounded and credited at the end of each certificate month (on the
monthly anniversary of the issue date). Interest may be paid to you monthly in
cash if you maintain a principal balance of at least $500,000.

The Issuer declares and guarantees a fixed rate of interest for each term during
the life of your certificate. We calculate the amount of interest you earn each
certificate month by:

o applying the interest rate then in effect to your balance each day;

o adding these daily amounts to get a monthly total; and

o subtracting interest accrued on any amount you withdraw during the
certificate month.

Interest is calculated on a 30-day month and 360-day year basis.

This certificate may be available through other distributors or selling agents
with different interest rates or related features and consequently with
different returns. You may obtain information about any such other distributors
or selling agents by calling 800-_______.

Promotions and pricing flexibility

The Issuer may sponsor or participate in promotions involving the certificate
and its respective terms. For example, we may offer different rates to new
clients, to existing clients, or to individuals who purchase or use products or
services offered by American Express Company, Coutts & Co. (USA) International
or their affiliates. These promotions will generally be for a specified period
of time. We also may offer different rates based on your amount invested.

Rates for new purchases

<PAGE>

deposits available on an interbank basis in the London market, and generally
referred to as the London Interbank Offered Rates (LIBOR). For investments of $1
million or more, initial rates for specific terms are determined as follows:

1 month Within a range of 80 basis points below to 20 basis points above the
one-month LIBOR rate.

2 months Within a range of 80 basis points below to 20 basis points above the
one-month LIBOR rate. (A two-month LIBOR rate is not published.)

3 months Within a range of 80 basis points below to 20 basis points above the
three-month LIBOR rate.

6 months Within a range of 80 basis points below to 20 basis points above the
six-month LIBOR rate.

12 months Within a range of 80 basis points below to 20 basis points above the
12-month LIBOR rate.

24 months Within a range of 50 basis points below to 50 basis points above the
12-month LIBOR rate. (A 24-month LIBOR rate is not published.)

36 months Within a range of 50 basis points below to 50 basis points above the
12-month LIBOR rate. (A 36-month LIBOR rate is not published.)

For investments from $250,000 to $999,999 initial rates for specific terms are
determined as follows:

1 month Within a range of 100 basis points below to zero basis points above the
one-month LIBOR rate.

2 months Within a range of 100 basis points below to zero basis points above the
one-month LIBOR rate. (A two-month LIBOR rate is not published.)

3 months Within a range of 100 basis points below to zero basis points above the
three-month LIBOR rate.

6 months Within a range of 100 basis points below to zero basis points above the
six-month LIBOR rate.

12 months Within a range of 100 basis points below to zero basis points above
the 12-month LIBOR rate.

24 months Within a range of 85 basis points below to 15 points above the
12-month LIBOR rate. (A 24-month LIBOR rate is not published.)

<PAGE>

36 months Within a range of 85 basis points below to 15 points above the
12-month LIBOR rate. (A 36-month LIBOR rate is not published.)

For investments of $100,000 to $249,999, initial rates for specific terms are
determined as follows:

1 month Within a range of 180 basis points below to 80 basis points below the
one-month LIBOR rate.

2 months Within a range of 180 basis points below to 80 basis points below the
one-month LIBOR rate. (A two-month LIBOR rate is not published.)

3 months Within a range of 180 basis points below to 80 basis points below the
three-month LIBOR rate.

6 months Within a range of 180 basis points below to 80 basis points below the
six-month LIBOR rate.

12 months Within a range of 180 basis points below to 80 basis points below the
12-month LIBOR rate.

24 months Within a range of 175 basis points below to 75 basis points below the
12-month LIBOR rate. (A 24-month LIBOR rate is not published.)

36 months Within a range of 175 basis points below to 75 basis points below the
12-month LIBOR rate. (A 36-month LIBOR rate is not published.)

For example, if the LIBOR rate published on the date rates are determined with
respect to a six-month deposit is 6.50%, the rate declared on a six-month
American Express Investors Certificate greater than $250,000 but less than $1
million would be between 5.50% and 6.50%. If the LIBOR rate published for a
given week with respect to 12-month certificates is 7.00%, the Issuer's rates in
effect that week for the 24- and 36-month American Express Investors
Certificates greater than $250,000 would be between 6.15% and 7.15%. When your
application is accepted, you will be sent a confirmation showing the rate that
your investment will earn for the first term.

LIBOR is the interbank-offered rates for dollar deposits at which major
commercial banks will lend for specific terms in the London market. Generally,
LIBOR rates quoted by major London banks will be the same. However, market
conditions, including movements in the U.S. prime rate and the internal funding
position of each bank, may result in minor differences in the rates offered by
different banks. LIBOR is a generally accepted and widely quoted interest-rate
benchmark. The average LIBOR rate used by the Issuer is published in The Wall
Street Journal.

<PAGE>

Rates for new purchases are reviewed and may change daily. The guaranteed rate
that is in effect for your chosen term on the day your application is accepted
at the Issuer's corporate office in Minneapolis, Minnesota, U.S.A. will apply to
your certificate. The interest rates printed in the front of this prospectus may
or may not be in effect on the date your application to invest is accepted.
Rates for new purchases may vary depending on the amount you invest, but will
always be within the 100 basis point range described above. You may obtain the
current interest rates by calling your AEBI or Coutts representative.

In determining rates based on the amount of your investment, the Issuer may
offer a rate based on your aggregate investment determined by totaling only the
amounts invested in each certificate that has a current balance exceeding a
specified level. The current balance considered in this calculation may be
exclusive of interest. Part of the balance may be required to be invested in
terms of a specified minimum length. The aggregate investment may be required to
be for terms that average at least a specified minimum length. The certificates
whose balances are aggregated must have identical ownership. The rate may be
available only for a certificate whose current balance exceeds a specified level
or that is offered through a specified distributor or selling agent.

Interest rates for the term you have selected will not change once the term has
begun, unless a withdrawal reduces your account value to a point where we pay a
lower interest rate, as described in "Full and partial withdrawals" under "How
to invest and withdraw funds."

Rates for future terms

Interest on your certificate for future terms may be greater or less than the
rates you receive during your first term. In setting future interest rates for
subsequent terms, a primary consideration will be the prevailing investment
climate, including the LIBOR rates. Nevertheless, the Issuer has complete
discretion as to what interest rates it will declare beyond the initial term.
The Issuer will send you notice at the end of each term of the rate your
certificate will earn for the new term. You have a 15-day grace period to
withdraw your certificate without a withdrawal charge. If LIBOR is no longer
publicly available or feasible to use, the Issuer may use another, similar index
as a guide for setting rates.

Additional investments

<PAGE>

payable in U.S. currency. Your confirmation will show the applicable rate.
However, unless you receive prior approval from the Issuer, your investment may
not bring the aggregate net investment of any one or more certificates held by
you (excluding any interest added during the life of the certificate and less
withdrawals) over $5 million. Additional investments of at least $25,000 may be
made by bank wire.

The Issuer must receive your additional investment within the 15 days following
the end of a certificate's current term (unless your new investment is a
one-month term), if you wish to increase your principal investment as of the
first day of the new term. Interest accrues from the first day of the new term
or the day your additional investment is accepted by the Issuer, whichever is
later, at the rate then in effect for your account. If your new term is a
one-month term, your additional investment must be received by the end of the
certificate's current term.

The interest rate for these additional investments is the rate then in effect
for your account. If your additional investment increases the principal of your
certificate so that your certificate's principal has exceeded a break point for
a higher interest rate, the certificate will earn this higher interest rate for
the remainder of the term, from the date the Issuer accepts the additional
investment.

Earning interest

At the end of each certificate month, interest is compounded and credited to
your account. A certificate month is the monthly anniversary of the issue date.
Interest may be paid to you monthly in cash if you maintain a principal balance
of at least $500,000.

The amount of interest you earn each certificate month is determined by applying
the interest rate then in effect to the daily balance of your certificate, and
subtracting from that total the interest accrued on any amount withdrawn during
the month. Interest is calculated on a 360-day year basis. This means interest
is calculated on the basis of a 30-day month even though terms are determined on
a calendar month.

How to invest and withdraw funds

Buying your certificate

This certificate is available only to AEBI clients who are neither citizens nor
residents of the United States (or which are foreign corporations, partnerships,
estates or trusts) and to U.S. trusts organized under the laws of any state in
the United States, so long as the following are true in the case of such a U.S.
trust:

o the trust is unconditionally revocable by the grantor or grantors
(the person or persons who put the money into the trust);

<PAGE>

o there are no more than 10 grantors of the trust;

o all the grantors are neither citizens nor residents of the United
States;

o each grantor provides an appropriately certified Form W-8 (or
approved substitute), as described under "Tax treatment of your
investment;"

o the trustee of the trust is a bank organized under the laws of the
United States or any state in the United States; and

o the trustee supplies IDSC with appropriate tax documentation.

The certificate is available through AEBI offices located in Florida and New
York, and to the limited extent as described in the section "Selling agreements
with AEBI and Coutts," through a Coutts office located in Florida. An AEBI or
Coutts representative will help you prepare your purchase application. The
Issuer will process the application at our corporate offices in Minneapolis, MN,
U.S.A. When your application is accepted and we have received your initial
investment, we will send you a confirmation of your purchase, indicating your
account number and applicable rate of interest for your first term, as described
under "Rates for new purchases." See "Purchase policies" below.

Important: When you open an account, you must provide a Form W-8 or approved
substitute. See "Taxes on your earnings."

Purchase policies:

o You have 15 days from the date of purchase to cancel your investment
without penalty by notifying your AEBI or Coutts representative, or by
writing or calling the Client Service Organization at the address or phone
number on the cover of this prospectus. If you decide to cancel your
certificate within this 15-day period, you will not earn any interest.

o The Issuer has complete discretion to determine whether to accept
an application and sell a certificate.

<PAGE>

How to make investments at term end

By wire

If you have an established account, you may wire money to:

Norwest Bank Minneapolis
Routing No. 091000019
Minneapolis, MN
Attn: Domestic Wire Dept.

Give these instructions: Credit IDS Account #00-29-882 for personal account #
(your account number) for (your name).

If this information is not included, the order may be rejected and all money
received less any costs IDSC incurs will be returned promptly.

o Minimum amount you may wire: $1,000.

o Wire orders can be accepted only on days when your bank, AEFC, IDSC and
Norwest Bank Minneapolis are open for business.

o Purchases made by wire are accepted by AEFC only from banks located in the
United States.

o Wire purchases are completed when wired payment is received and we accept the
purchase.

o Wire investments must be received and accepted in the Minneapolis headquarters
on a business day before 3 p.m. Central time to be credited that day. Otherwise
your purchase will be processed the next business day.

o The Issuer, AEFC, its subsidiaries, AEBI, and Coutts are not responsible for
any delays that occur in wiring funds, including delays in processing by the
bank.

o You must pay any fee the bank charges for wiring.

<PAGE>

Full and partial withdrawals

You may receive all or part of your money at any time. However:

o If your withdrawal request is received in the Minneapolis headquarters on a
business day before 3 p.m. Central time, it will be processed that day and
payment will be sent the next business day. Otherwise, your request will be
processed one business day later.

o Full and partial withdrawals of principal are subject to penalties, described
below.

o Partial withdrawals during a term must be at least $10,000. You may not make a
partial withdrawal if it would reduce your certificate balance to less than
$100,000. If you request such a withdrawal, we will contact you for revised
instructions.

o If a withdrawal reduces your account value to a point where we pay a lower
interest rate, you will earn the lower rate from the date of the withdrawal.

o Withdrawals before the end of the certificate month will result in loss of
interest on the amount withdrawn. You'll get the best result by timing a
withdrawal at the end of the certificate month.

o If your certificate is pledged as collateral, any withdrawal will be delayed
until we get approval from the secured party.

Penalties for early withdrawal during a term:

When you request a full or partial withdrawal, we pay the amount you request:

o first from interest credited during the current term;

o then from the principal of your certificate.

Any withdrawals during a term exceeding the interest credited are deducted from
the principal and are used in determining any withdrawal charges. However, the
2% penalty is waived upon the death of the certificate owner.

Withdrawal penalties: When a penalty applies, a 2% withdrawal penalty will be
deducted from the account's remaining balance.

For example, assume you invest $1 million in a certificate and select a
six-month term. Four months later assume you have earned $27,000 in interest.
The following demonstrates how the withdrawal charge is deducted:

<PAGE>

When you withdraw a specific amount of money in excess of the interest credited,
the Issuer has to withdraw somewhat more from your account to cover the
withdrawal charge. For instance, suppose you request a $100,000 check on a $1
million investment. The first $27,000 paid to you is interest earned that term,
and the remaining $73,000 paid to you is principal. The Issuer would send you a
check for $100,000 and deduct a withdrawal charge of $1,460 (2% of $73,000) from
the remaining balance of your certificate. Your new balance would be $925,540.

Total investments $ 1,000,000
Interest credited $ 27,000
Total balance $ 1,027,000

Requested check $ 100,000
Credited interest withdrawn $ (27,000)
Withdrawal charge percent 2%
Actual withdrawal charge $ 1,460

Balance prior to withdrawal $ 1,027,000
Requested withdrawal check $ (100,000)
Withdrawal charge $ (1,460)
Total balance after withdrawal $ 925,540

Additionally, if you make a withdrawal during a certificate month, you will not
earn interest for the month on the amount withdrawn.

Penalty exceptions: The 2% penalty is waived upon death of the certificate
owner.

For more information on withdrawal charges, talk with your AEBI or Coutts
representative.

When your certificate term ends

On or shortly after the end of the term you have selected for your certificate,
the Issuer will send you a notice indicating the interest rate that will apply
to the certificate for the new term. When your certificate term ends, the Issuer
will automatically renew your certificate for the same term unless you notify
your AEBI or Coutts representative otherwise. If you wish to select a different
term, you must notify your representative in writing before the end of the grace
period. You will not be allowed to select a term that would carry the
certificate past its maturity date.

The interest rates that will apply to your new term will be those in effect on
the day the new term begins. We will send you a confirmation showing the rate of
interest that will apply to the new term you have selected. This rate of
interest will not be changed during that term.

<PAGE>

If you want to withdraw your certificate without a withdrawal charge, you must
notify us within 15 calendar days following the end of a term.

For most terms, you may also add to your investment within the 15 calendar days
following the end of your term. See "Additional investments" under "About the
Certificate."

Other full and partial withdrawal policies:

o If you request a partial or full withdrawal of a certificate recently
purchased [or added to] by a check or money order that is not guaranteed, we
will wait for your check to clear. Please expect a minimum of 10 days from the
date of your payment before the Issuer mails a check to you. We may mail a check
earlier if the bank provides evidence that your check has cleared.

o If your certificate is pledged as collateral, any withdrawal will be delayed
until we get approval from the secured party.

o Any payments to you may be delayed under applicable rules, regulations or
orders of the SEC.

Transfers to other accounts

You may transfer part or all of your certificate to other IDS certificates
available through AEBI or Coutts.

Transfer of ownership

While this certificate is not a negotiable instrument, it may be transferred or
assigned on the Issuer's records if proper written notice is received by the
Issuer. Ownership may be assigned or transferred to individuals or an entity
who, for U.S. tax purposes, is considered to be neither a citizen nor resident
of the United States. You may also pledge the certificate to AEBI or another
American Express Company affiliate or to Coutts as collateral security. Your
AEBI or Coutts representative can help you transfer ownership.

For more information

For information on purchases, withdrawals, exchanges, transfers of ownership,
proper instructions and other service questions regarding your certificate,
please consult your AEBI relationship manager or Coutts client relationship
officer, or call the Issuer's toll free client service number listed on the back
cover.

<PAGE>

Giving instructions and written notification

Your AEBI or Coutts representative will be happy to handle instructions
concerning your account. Written instructions may be provided to either your
representative's office or directly to the Issuer.

Proper written notice to your AEBI or Coutts representative or the Issuer must:

o be addressed to your AEBI or Coutts office or the Issuer's corporate
office, in which case it must identify your AEBI or Coutts office,

o include your account number and sufficient information for the Issuer to
carry out your request, and

o be signed and dated by all registered owners.

The Issuer will acknowledge your written instructions. If your instructions are
incomplete or unclear, you will be contacted for revised instructions.

In the absence of any other written mandate or instructions you have provided to
AEBI or Coutts, you may elect in writing, on your initial or any subsequent
purchase application, to authorize AEBI or Coutts to act upon the sole verbal
instructions of any one of the named owners, and in turn to instruct the Issuer
with regard to any and all actions in connection with the certificate referenced
in the application as it may be modified from time to time by term changes,
renewals, additions or withdrawals. The individual providing verbal instructions
must be a named owner of the certificate involved. In providing such
authorization you agree that the Issuer, its transfer agent, AEBI and Coutts
will not be liable for any loss, liability, cost or expense arising in
connection with implementing such instructions, reasonably believed by the
Issuer, AEBI or Coutts, or their representatives, to be genuine. You may revoke
such authority at any time by providing proper written notice to your AEBI or
Coutts office.

All amounts payable to or by the Issuer in connection with this certificate are
payable at the Issuer's corporate office unless you are advised otherwise.

Purchases by bank wire

You may wish to lock in a specific interest rate by using a bank wire to
purchase a certificate. Your representative can instruct you about how to use
this procedure. Using this procedure will allow you to start earning interest at
the earliest possible time. The minimum that may be wired to purchase a new
certificate is $100,000.

<PAGE>

Wire orders will be accepted only in U.S. currency and only on days your bank,
the Issuer and Norwest Bank Minneapolis are open for business. The payment must
be received by the Issuer before 12 noon Central U.S.A. time to be credited that
day. Otherwise, it will be processed the next business day. The wire purchase
will not be made until the wired amount is received and the purchase is accepted
by the Issuer. Wire transfers not originating from AEBI and Coutts are accepted
by IDSC's corporate office only when originating from banks located in the
United States of America. Any delays that may occur in wiring the funds,
including delays in processing by the banks, are not the responsibility of the
Issuer. Wire orders may be rejected if they do not contain complete information.

While the Issuer does not charge a service fee for incoming wires, you must pay
any charge assessed by your bank for the wire service. If a wire order is
rejected, all money received will be returned promptly less any costs incurred
in rejecting it.

Tax treatment of your investment

Interest paid on your certificate is "portfolio interest" as defined in U.S.
Internal Revenue Code Section 871(h) if earned by a nonresident alien who has
supplied the Issuer with Form W-8, Certificate of Foreign Status. Form W-8 must
be supplied with both a current mailing address and an address of foreign
residency, if different. The Issuer will not accept purchases of certificates by
nonresident aliens without an appropriately certified Form W-8 (or approved
substitute). The Form W-8 must be resupplied every three calendar years. If you
have supplied a Form W-8 that certifies that you are a nonresident alien, the
interest income will be reported at year end to you and to the U.S. Government
on a Form 1042S, Foreign Person's U.S. Source Income Subject to Withholding. We
are required to attach your Form W-8 to the forms sent to the Internal Revenue
Service (IRS). Your interest income will be reported to the IRS even though it
is not taxed by the U.S. Government. The United States participates in various
tax treaties with foreign countries. Those treaties provide that tax information
may be shared upon request between the United States and such foreign
governments.

Withholding taxes

If you fail to provide a Form W-8 as required above, you will be subject to
backup withholding on interest payments and surrenders.

<PAGE>

cases, we generally will not take action regarding your certificate until we
receive a transfer certificate from the IRS or evidence satisfactory to the
Issuer that the estate is being administered by an executor or administrator
appointed, qualified and acting within the United States. In general, a transfer
certificate requires the opening of an estate in the United States and provides
assurance that the IRS will not claim your certificate to satisfy estate taxes.

Trusts

If the investor is a trust described in "Buying your certificate" under "How to
invest and withdraw funds," the policies and procedures described above will
apply with regard to each grantor.

Important: The information in this prospectus is a brief and selective summary
of certain federal tax rules that apply to this certificate and is based on
current law and practice. Tax matters are highly individual and complex.
Investors should consult a qualified tax advisor about their own position.

How your money is used and protected

Invested and guaranteed by the Issuer

The Issuer, a wholly owned subsidiary of American Express Financial Corporation
(AEFC), issues and guarantees the American Express Investors Certificate. 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, 1998.

We back our certificates by investing the money received and keeping the
invested assets on deposit. Our investments generate interest and dividends, out
of which we pay:

o interest to certificate owners; and

o various expenses, including taxes, fees to AEFC for advisory and other
services, distribution fees to American Express Financial Advisors Inc. and
American Express Service Corporation (AESC), and selling agent fees to
selling agents.

For a review of significant events relating to our business, see "Management's
discussion and analysis of financial condition and results of operations." No
national rating agency rates our certificates.

<PAGE>

Most banks and thrifts offer investments known as certificates of deposit (CDs)
that are similar to our certificates in many ways. Early withdrawals of bank CDs
often result in penalties. Banks and thrifts generally have federal deposit
insurance for their deposits and lend much of the money deposited to
individuals, businesses and other enterprises. Other financial institutions and
some insurance companies may offer investments with comparable combinations of
safety and return on investment.

Regulated by government

Because the American Express Investors 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, 1998, the
amortized cost of these investments exceeded the required carrying value of our
outstanding certificates by more than $___ million. The law requires us to use
amortized cost for these regulatory purposes. In general, amortized cost is
determined by systematically increasing the carrying value of a security if
acquired at a discount, or reducing the carrying value if acquired at a premium,
so that the carrying value is equal to maturity value on the maturity date.

Backed by our investments

The Issuer's investments are varied and of high quality. This was the
composition of our portfolio as of Dec. 31, 1998:

Type of investment Net amount invested

Government agency bonds
Corporate and other bonds
Preferred stocks
Mortgages
Cash and cash equivalents
Municipal bonds

As of Dec. 31, 1998 about __% of our securities portfolio (including bonds and
preferred stocks) is rated investment grade. For additional information
regarding securities ratings, please refer to Note 3B in the financial
statements.

<PAGE>

Most of our investments are on deposit with American Express 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, 1998 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 the Issuer 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."

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 whether a company can 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, 1998, IDSC held about __% of its investment portfolio (including
bonds, preferred stocks and mortgages) in investments rated below investment
grade.

Purchasing securities on margin -
We will not purchase any securities on margin or participate on a joint basis or
a joint-and-several basis in any trading account in securities.

Commodities -
We have not and do not intend to purchase or sell commodities or commodity
contracts except to the extent that transactions described in "Financial
transactions including hedges" in this section may be considered commodity
contracts.

<PAGE>

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 (selling securities for others) under
federal securities laws.

Borrowing money -
From time to time we have established a line of credit with banks 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 secured by real estate. We expect that investments in real estate, either
directly or through a subsidiary of IDSC, will be less than five percent of
IDSC's assets.

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. We
expect that outstanding securities loans will not exceed 10 percent of IDSC's
assets.

When-issued securities-
Some of our investments in debt securities are purchased on a when-issued or
similar basis. It may take as long as 45 days or more before these securities
are available for sale, 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. When-issued securities are subject to market fluctuations and they
may affect IDSC's investment portfolio the same as owned securities.

<PAGE>

derivatives, for the purpose of managing the interest rate exposures associated
with the Issuer's assets or liabilities. 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. 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.

How your money is managed

Relationship between the Issuer and American Express Financial Corporation

The Issuer 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.

The Issuer files reports on Forms 10-K and 10-Q with the Securities and Exchange
Commission (SEC). The public may read and copy materials we file with the SEC at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. The public may obtain information on the operation of the public
reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC.

<PAGE>

Before the Issuer 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. The Issuer
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, 1998, 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 175 offices and more than 7,800 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).

Capital structure and certificates issued

The Issuer 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.

As of the fiscal year ended Dec. 31, 1998, the Issuer had issued (in face
amount) $__________ of installment certificates and $__________ of single
payment certificates. As of Dec. 31, 1998, the Issuer had issued (in face
amount) $__________ of installment certificates and $__________ of single
payment certificates since its inception in 1941.

<PAGE>

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 the Issuer 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:

Included assets Percentage of total book value

First $250 million 0.750%
Next 250 million 0.650
Next 250 million 0.550
Next 250 million 0.500
Any amount over 1 billion 0.107

Included assets are all assets of the Issuer except mortgage loans, real estate,
and any other asset on which we pay an outside advisory or service fee.

Advisory and services fee for the past three years:

Percentage of
Year Total fees included assets
1998 $
1997 $
1996 $

Estimated advisory and services fees for 1999 are $__________.

<PAGE>

Other expenses payable by the Issuer: 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;

o 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 owner
accounts); and

o expenses of customer settlements not attributable to sales function.

Distribution

Under a Distribution Agreement with American Express Financial Advisors Inc.,
the Issuer pays an annualized fee equal to 1% of the amount outstanding for the
distribution of this certificate. Payments are made at the end of each term on
certificates with a one-, two- or three-month term. Payments are made each
quarter from issuance date on certificates with a six-, 12-, 24- or 36-month
term.

Total distribution fees paid to American Express Financial Advisors Inc. for all
series of certificates amounted to $________ during the year ended Dec. 31,
1998. The Issuer expects to pay American Express Financial Advisors Inc.
distribution fees amounting to $________ during 1999.

See Note 1 to Financial statements regarding deferral of distribution fee
expense.

American Express Financial Advisors Inc. pays selling expenses in connection
with services to the Issuer. The Issuer's board of directors, including a
majority of directors who are not interested persons of AEFC or IDSC, approved
this distribution agreement.

<PAGE>

Selling Agent Agreements with AEBI and Coutts

In turn, under Selling Agent Agreements with AEBI and Coutts, American Express
Financial Advisors compensates each for their services as Selling Agents of this
certificate as follows:

AEBI is paid an annualized fee ranging from 0.50% to 1.25% of the reserve
balance of each certificate, depending on the amount outstanding for each such
certificate, with this exception: the fee will be 0.30% of the reserve balance
of each certificate with an amount outstanding of $1 million or more when:

o the aggregate reserve balance for that certificate, and any other
certificate with identical ownership and an amount outstanding of $1
million or more, is at least $20 million;

o the aggregate reserve balance is invested for terms that average at least
six months; and

o at least $5 million of this aggregate reserve balance is invested for a
term of 12 months or longer.

Coutts is paid an annualized fee ranging from 0.425% to 0.68% of the reserve
balance of each certificate owned by a client who is a former client of AEBI,
depending on the amount outstanding for each certificate. These clients must
have continuously owned a certificate since Nov. 10, 1994. Coutts is also
compensated on additional investments and exchanges made by such clients to
other certificates only to the extent that clients have the right to make
additional investments or exchanges.

American Express Financial Advisors has entered into a consulting agreement with
AEBI under which AEBI provides consulting services related to any selling agent
agreements between American Express Financial Advisors and other Edge Act
corporations. For these services, American Express Financial Advisors pays AEBI
a fee for this certificate ranging from 0.075% to 0.12% of the reserve balance
of each certificate, depending on the amount outstanding for each certificate
for which another Edge Act corporation is the selling agent.

Such payments will be made periodically in arrears.

These fees are not assessed to your certificate account.

<PAGE>

About AESC

AESC is a wholly-owned subsidiary of American Express Travel Related Services
Inc., which in turn is a wholly-owned subsidiary of American Express Company.

About AEBI and Coutts

AEBI is an Edge Act corporation organized under the provisions of Section 25(a)
of the Federal Reserve Act. It is a wholly owned subsidiary of American Express
Bank Ltd. (AEBL). As an Edge Act corporation, AEBI is subject to the provisions
of Section 25(a) of the Federal Reserve Act and Regulation K of the Board of
Governors of the Federal Reserve System (the Federal Reserve). It is supervised
and regulated by the Federal Reserve.

AEBI has an extensive international high net-worth client base that is serviced
by a marketing staff in New York and Florida. The banking and financial products
offered by AEBI include checking, money market and time deposits, credit
services, check collection services, foreign exchange, funds transfer,
investment advisory services and securities brokerage services. As of Dec. 31,
1998, AEBI had total assets of $___ million and total equity of $___ million.

Coutts is an Edge Act corporation organized under the provisions of Section
25(a) of the Federal Reserve Act. It is an indirect wholly owned subsidiary of
National Westminster Bank PLC. As an Edge Act corporation, Coutts is subject to
the provisions of Section 25(a) of the Federal Reserve Act and Regulation K of
the Board of Governors of the Federal Reserve System (the Federal Reserve). It
is supervised and regulated by the Federal Reserve.

Although AEBI and Coutts are banking entities, the American Express Investors
Certificate is not a bank product, nor is it backed or guaranteed by AEBI or
Coutts, by AEBL, by NatWest PLC or by any other bank, nor is it guaranteed or
insured by the FDIC or any other federal agency. AEBI is registered where
necessary as a securities broker-dealer.

Transfer agent

Under a Transfer Agency Agreement, American Express Client Service Corporation
(AECSC), a wholly-owned subsidiary of AEFC, 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.

<PAGE>

Employment of other American Express affiliates

AEFC may employ an affiliate of American Express Company 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

The Issuer's sole shareholder, AEFC, elects the board of directors that oversees
IDSC's operations. The board annually elects the directors, chairman, president
and controller for a term of one year. The president appoints the other
executive officers.

We paid a total of $______ during 1998 to directors not employed by AEFC.

Board of directors

David R. Hubers*
Born in 1943. Director since 1987.
President and chief executive officer of AEFC since 1993. Senior vice president
and chief financial officer of AEFC from 1984 to 1993.

Charles W. Johnson
Born in 1929. Director since 1989.
Director, Communications Holdings, Inc. Acting president of Fisk University from
1998 to 1999. 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.

<PAGE>

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.

Paula R. Meyer
Born in 1954. President since June 1998.
Piper Capital Management (PCM) President from October 1997 to May 1998. PCM
Director of Marketing from June 1995 to October 1997. PCM Director of Retail
Marketing from December 1993 to June 1995.

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,
Com Rad Broadcasting Corp. Former director, Sunstar Foods.

*"Interested Person" of IDSC as that term is defined in Investment Company Act
of 1940.

Executive officers

Paula R. Meyer
Born in 1954. President since June 1998.

<PAGE>

Jeffrey S. Horton
Born in 1961. Vice president and treasurer since December 1997. Vice president
and corporate treasurer of AEFC since December 1997. Controller, American
Express Technologies-Financial Services of AEFC from July 1997 to December 1997.
Controller, Risk Management Products of AEFC from May 1994 to July 1997.
Director of finance and analysis, Corporate Treasury of AEFC from June 1990 to
May 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.

The Issuer 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>

Independent 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
owner upon request.

Ernst & Young LLP, Minneapolis, has audited the financial statements for each of
the years in the three-year period ended Dec. 31, 1998. These statements are
included in this prospectus. Ernst & Young LLP is also the auditor for American
Express Company, 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.

<PAGE>

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>

(Back cover)

Quick telephone reference*

Selling Agent:

American Express Bank International

Region offices

101 East 52nd Street
29th Floor
New York, NY 10022
(212) 415-9500

1221 Brickell Avenue
8th Floor
Miami, FL 33131
(305) 350-2502

Selling agent

Coutts & Co. (USA) International
701 Brickell Avenue
23rd Floor
Miami, FL 33130
(305) 789-3700

American Express Investors Certificate
IDS Tower 10
Minneapolis, MN 55440-0010

*You may experience delays when call volumes are high.

Distributed by American Express Financial Advisors Inc.

<PAGE>

American Express Investors Certificate (for selected investors)
Prospectus
April 28, 1999

Provides high fixed rates with capital preservation.

IDS Certificate Company (the Issuer or IDSC), a subsidiary of American Express
Financial Corporation, issues American Express Investors Certificates. You can:

o Purchase this certificate in any amount from $100,000 through $5
million, unless you receive prior authorization from the Issuer to
invest more.

o Select a term of one, two, three, six, 12, 24 or 36 months.

o Invest in successive terms up to a total of 20 years from the issue date
of the certificate.

This prospectus is designed for selected persons who plan to invest at least $50
million in combinations of these certificates with authorization from the
Issuer. Unless you plan to invest at least $50 million, you should discuss with
your relationship manager whether this is the right prospectus for you.

This certificate is available in New York and Florida to persons who are neither
citizens nor residents of the United States and to certain U.S. trusts.

This certificate is backed solely by the assets of the Issuer. See "Risk
factors" on page 2p.

<PAGE>

The distributor and selling agent are not required to sell any specific amount
of certificates.

Issuer: Distributor:
IDS Certificate Company American Express Financial Advisors Inc.
Unit 557
IDS Tower 10 Selling Agents:
Minneapolis, MN 55440-0010 American Express Bank International

Coutts & Co (USA) International

Initial interest rates

<PAGE>

Here are the interest rates in effect on the date of this prospectus, April 29,
1998*:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Actual
Simple Compound Effective
Interest Yield for Annualized
Term Rate* the Term** Yield***
- ---------------------------- -------------------------- -------------------------- --------------------------

36 month
- ---------------------------- -------------------------- -------------------------- --------------------------

These rates may or may not be in effect when you apply to purchase your
certificate. Rates for future terms are set at the discretion of the Issuer and
may also differ from the rates shown here. See "Rates for new purchases" under
"About the certificate" for further information.

The Issuer reserves the right to issue other securities with different terms.

<PAGE>

Risk factors

You should consider the following when investing in this certificate.

<PAGE>

Table of contents

Initial interest rates p

Risk factor p

Contents

Tax treatment of your investment p
Withholding taxes p
Trusts p

How your money is used and protected p
Invested and guaranteed by the Issuer p
Regulated by government p
Backed by our investments p
Investment policies p

<PAGE>

How your money is managed p
Relationship between the Issuer and American
Express Financial Corporation p
Capital structure and certificates issued p
Investment management and services p
Distribution p
About American Express Bank International and Coutts p
Transfer Agent p
Employment of other American Express affiliates p
Directors and officers p
Independent auditors p

Appendix p

Annual financial information p
Summary of selected financial information p
Management's discussion and analysis of financial
condition and results of operations p
Report of independent auditors p

Financial statements p

Notes to financial statements p

<PAGE>

About the certificate

Read and keep this prospectus

Investment amounts and terms

You may purchase the American Express Investors Certificate with an initial
payment of at least $100,000 payable in U.S. currency. The American Express
Investors Certificate is a security purchased with a single investment. Unless
you receive prior authorization, your total amount paid in any one or more
certificates, in the aggregate over the life of the certificates, less
withdrawals, cannot exceed $5 million. Unless you plan to invest at least $50
million in total, with at least $5 million (exclusive of interest) for a term of
12 months or longer, you should discuss with your relationship manager whether
this is the right prospectus for you.

<PAGE>

Face amount and principal

The face amount of the certificate is the amount of your initial investment, and
will remain the same over the life of the certificate. Any investment or
withdrawal within 15 days of the end of a term will be added on or deducted to
determine principal for the new term. A withdrawal at any other time is taken
first from interest credited to your investment during that term. The principal
is the amount that is reinvested at the beginning of each subsequent term, and
is calculated as follows:

Principal may change during a term as described in "Full and partial
withdrawals."

Value at maturity

<PAGE>

Receiving cash during the term

If you need your money before your certificate term ends, you may withdraw part
or all of its value at any time, less any penalties that apply.

Procedures for withdrawing money, as well as conditions under which penalties
apply, are described in "How to invest and withdraw funds."

Interest

The Issuer declares and guarantees a fixed rate of interest for each term during
the life of your certificate. We calculate the amount of interest you earn each
certificate month by:

o applying the interest rate then in effect to your balance each day;

o adding these daily amounts to get a monthly total; and

o subtracting interest accrued on any amount you withdraw during the
certificate month.

Interest is calculated on a 30-day month and 360-day year basis.

Promotions and pricing flexibility

From time to time, the Issuer may sponsor or participate in promotions involving
one or more of the certificates and their respective terms. For example, we may
offer different rates to new clients, to existing clients, or to individuals who
purchase or use products or services offered by American Express Company, Coutts
& Co. (USA) International or their affiliates. These promotions will generally
be for a specified period of time. We also may offer different rates based on
your amount invested.

<PAGE>

Rates for new purchases

When your application is accepted and we have received your initial investment,
we will send you a confirmation of your purchase showing the rate that your
investment will earn. The Issuer guarantees that the rate in effect for your
initial term will be within a 100 basis point (1%) range tied to certain average
interest rates for comparable length dollar deposits available on an interbank
basis in the London market, and generally referred to as the London Interbank
Offered Rates (LIBOR). For investments of $1 million or more, initial rates for
specific terms are determined as follows: