SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-1
POST-EFFECTIVE AMENDMENT NUMBER 25 TO
REGISTRATION STATEMENT NUMBER 2-55252
AMERICAN EXPRESS SERIES D-1 INVESTMENT CERTIFICATE
UNDER
THE SECURITIES ACT OF 1933
IDS CERTIFICATE COMPANY
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(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. 25 TO
REGISTRATION STATEMENT NO. 2-55252
Cover Page
Prospectus
Part II Information
Signatures
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American Express Series D-1 Investment Certificate
Prospectus/April 26, 2000
American Express Certificate Company (AECC), a subsidiary of American Express
Financial Corporation, issues American Express Series D-1 Investment
Certificates. These certificates:
o Are only available through certain retirement plans and accounts and to
affiliated companies of AECC.
o Bear a specific rate of interest for each calendar quarter.
o Mature 20 years from their issue date.
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 AECC. See "Risk factors" on
page 2.
The distributor is not required to sell any specific amount of certificates.
American Express Certificate Company Distributor
IDS Tower 10 American Express Financial
Minneapolis, MN 55440-0010 Advisors Inc.
800-862-7919
800-846-4852 (TTY)
An American Express company
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Annual Interest Rates as of April 26, 2000
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Simple Compound
Interest Effective
Rate Yield
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These rates were in effect on the date of this prospectus. AECC reviews and may
change its rates on new purchases each week. The interest rate paid during the
first calendar quarter the certificate is owned will be that in effect on the
date an application or investment is accepted. AECC guarantees that when the
rate for new purchases takes effect, the rate for the first quarter will be
within a specified range of the average 12-month certificate of deposit rate
then published in the most recent BANK RATE MONITOR(R) (BRM), National Index(R).
BANK RATE MONITOR and National Index are marks owned by BANKRATE.COMSM, a
division of Intelligent Life Corporation, N. Palm Beach, FL 33408. Interest
rates for future calendar quarters are declared at the discretion of AECC and
may be greater or less than the rates shown here.
We reserve the right to issue other securities with different terms.
American Express Certificate Company may offer different rates for different
distribution channels. For more information call 800 ___________. Certificates
of deposits (CDs) with different rates may be available from American Express
Centurion Bank, an affiliate of AECC, including high rate CDs through Membership
Banking.
Risk factors
You should consider the following when investing in this certificate.
This certificate is backed solely by the assets of AECC. 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 "How your money is used and protected."
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Table of contents
Annual interest rates as of April 26, 2000 p
Risk factors p
ABOUT THE SERIES D-1 INVESTMENT CERTIFICATE p
Read and keep this prospectus p
Investment amounts and interest rates p
Determining the face amount and principal of the Series D-1 Investment
Certificate p
Value at maturity will exceed face-amount p
Earning interest p
USING THE SERIES D-1 INVESTMENT CERTIFICATE p
Contributions to the Series D-1 Investment Certificate p
Other IRAs or 401(k) plan accounts and other qualified retirement accounts p
Receiving cash p
At maturity p
Transferring Series D-1 Investment Certificate ownership p
Giving us instructions p
INCOME AND TAXES p
Tax treatment of this investment p
Withholding taxes p
HOW YOUR MONEY IS USED AND PROTECTED p
Invested and guaranteed by AECC p
Regulated by government p
Backed by our investments p
Investment policies p
HOW YOUR MONEY IS MANAGED p
Relationship between AECC and American
Express Financial Corporation p
Capital structure and certificates issued p
Investment management and services p
Distribution p
Transfer agent p
Employment of other American Express affiliates p
Directors and officers p
Independent auditors p
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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 SERIES D-1 INVESTMENT CERTIFICATE
Read and keep this prospectus
This prospectus describes terms and conditions of your American Express Series
D-1 Investment 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 Series D-1 Investment Certificate
as described in the prospectus, or to bind AECC by any statement not in it.
Investment amounts and interest rates
The Series D-1 Investment Certificate is offered only in connection with the
American Express Retirement Plan, the Career Distributors' Retirement Plan
(CDRP), and the AXP Mutual Funds Profit Sharing Plan of the AXP MUTUAL FUND
GROUP (individually a "Plan" and collectively the "Plans") and to affiliated
companies of AECC. These Plans have been adopted for the exclusive benefit and
participation of eligible employees and personal financial advisors of American
Express Financial Corporation (AEFC) and its subsidiary companies, and the AXP
MUTUAL FUND GROUP. You may obtain instructions on how to direct a contribution
to a Series D-1 Investment Certificate from the appropriate Plan Administrator.
AECC offers persons who retire as full-time employees or as full- time financial
advisors or district managers of AEFC and its subsidiary companies the
opportunity to purchase the Series D-1 Investment Certificate in Individual
Retirement Accounts (IRAs). The trustee or custodian purchases the Series D-1
Investment Certificate at the direction of Plan participants or IRA owners using
contributions to a Plan or IRA.
The Series D-1 Investment Certificate is a security purchased with single or
multiple payments. The provisions of the Plans and applicable tax laws determine
the amount that can be invested. A participant's Plan investment is the dollar
amount or its equivalent percentage contributions directed to the participant's
Plan account. The interest rate applied to the investment is the quarterly rate
then in effect. Investments earn interest from the date AECC accepts each Plan
contribution or IRA contribution.
Interest on the Series D-1 Investment Certificate is guaranteed for each
calendar quarter. The rate paid will not change during a quarter. A calendar
quarter begins each Jan. 1, April 1, July 1, or Oct. 1. AECC guarantees that
when rates for new purchases take effect, the rate will be within a range from
75 to 175 basis points above the average interest rate then published for
12-month certificates of deposit in the BRM, National Index(R). For example, if
the rate published for a given week in the BRM, National Index(R) for 12-month
certificates is 3.25 percent, AECC's rate in effect for new purchases would be
between 4 percent and 5 percent.
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Interest rates may differ for investments of more than $1 million in one or more
Series D-1 Investment Certificates by any affiliated company of AECC. When rates
for new purchases by any such company take effect, the rate will be within a
range from 20 basis points below to 80 basis points above the average interest
rate then published for 12-month certificates of deposit in the BRM, National
Index(R).
The BRM, National Index(R) is an index of rates and annual effective yields
offered on various length certificates of deposit by large banks and thrifts in
large metropolitan areas. The frequency of compounding varies among the banks
and thrifts.
Certificates of deposit in the BRM, National Index(R) are government-insured
fixed-rate time deposits. The BRM, National Index (R) is published in the BANK
RATE MONITOR, a weekly magazine published by Advertising News Service Inc., an
independent national news organization that collects and disseminates
information about bank products and interest rates. It is not affiliated with
AECC, AEFC, or any of their affiliates.
The publisher of the BRM distributes to national and broadcast news media on a
regular weekly basis its current index rates for various terms of certificates
of deposit of banks and thrifts.
The BRM periodical may be available in your local library. To obtain information
on the current BRM, Top 25 Market Average(R) rates, call the Client Service
Organization at the telephone numbers listed on the back cover.
Interest is credited to the certificate daily. The rate in effect on the day the
contribution is accepted in Minneapolis will apply to the certificate. The
interest rate shown near the front of this prospectus may or may not be in
effect on the date a participant's contribution is accepted.
Interest for future calendar quarters may be greater or less than the rates for
the first quarter. The then prevailing investment climate, including 12-month
average certificate of deposit effective yields as reflected in the BRM,
National Index (R), will be a primary consideration in deciding future rates.
Nevertheless, AECC has complete discretion as to what interest it will declare
on a Series D-1 Investment Certificate beyond the initial quarter in which the
certificate was purchased.
Any investments rolled over from the Series D-1 Investment Certificate to an IRA
or 401(k) plan account or other qualified retirement account will be subject to
the limits and provisions of that account or plan and applicable tax laws.
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Determining the face amount and principal of the Series D-1 Investment
Certificate
The face amount is the amount of the initial investment in the Series D-1
Investment Certificate. At the beginning of each quarter, all interest
previously credited to a Series D-1 Investment Certificate and not withdrawn
will become part of its principal. For example: if the initial investment in a
certificate was $100,000, the face amount would be $100,000. If the certificate
earns $1,000 in interest during a quarter and it is not withdrawn, the principal
for the next quarter will be $101,000. AECC guarantees your principal.
Value at maturity will exceed face-amount
The Series D-1 Investment Certificate matures in 20 years except as provided in
"receiving cash" under "Using the Series D-1 Investment Certificate." A
certificate held to maturity will have had interest declared each quarter over
its life. Interest once declared for the quarter will not be reduced. The value
at maturity of a certificate held to maturity without withdrawals will exceed
the face amount.
Earning interest
Interest is accrued and credited daily on the Series D-1 Investment Certificate.
If a withdrawal is made during a month, interest will be paid to the date of the
withdrawal. Interest is compounded at the end of each calendar month. The amount
of interest earned each month is determined by applying the daily interest rate
then in effect to the daily balance of the Series D-1 Investment Certificate.
Interest is calculated on a 360-day year basis.
USING THE SERIES D-1 INVESTMENT CERTIFICATE
Contributions to the Series D-1 Investment Certificate
A contribution will be made to the Series D-1 Investment Certificate by the Plan
sponsor as directed by the participant. The appropriate Plan Administrator can
provide instructions to Plan participants on how to direct Plan contributions to
a Series D-1 Investment Certificate. The terms of the Plan and applicable tax
laws will limit the amount of contributions made on behalf of a participant or
AEFC. You may obtain instructions on how to purchase a Series D-1 Investment
Certificate for an IRA from your financial advisor or your local American
Express Financial Advisors office or by writing to American Express Financial
Advisors Inc., IDS Tower 10, Minneapolis, MN 55440-0534 or by calling
1-800-437-3133.
Any additional contributions to a Plan or IRA made on behalf of participants or
investors who already have a beneficial interest in or related to an American
Express Series D-1 Investment Certificate in the same Plan or IRA will be added
directly to that certificate, rather than invested in a new certificate.
<PAGE>
The Series D-1 Investment Certificate is offered only in connection with the
American Express Retirement Plan, the CDRP, the AXP Mutual Funds Profit Sharing
Plan of the AXP MUTUAL FUND GROUP (the Plans), and the IRAs of persons who
retire as full-time employees, financial advisors or district managers of AEFC
and its subsidiary companies, the AXP MUTUAL FUND GROUP and affiliated companies
of AECC. The Plans are for the exclusive benefit of eligible employees and
financial advisors of AEFC and its subsidiary companies and the AXP MUTUAL FUND
GROUP. Any Series D-1 Investment Certificate issued will be owned by and issued
in the name of the trustee or custodian of the IRA or Plan except that a
certificate issued in conjunction with the CDRP will be issued in the name of
AEFC.
Participating employees and advisors have a beneficial interest in or related to
the applicable Series D-1 Investment Certificates but are not the direct owners.
The terms of a Plan, as interpreted by the applicable Plan trustee, or AEFC in
the case of the CDRP, will determine how a participant's individual account is
administered. These terms will likely differ in some aspects from those of the
Series D-1 Investment Certificate. The custodian or trustee may change the
ownership of any Series D-1 Investment Certificate issued in connection with an
"in kind" distribution of benefits from a Plan as described below. Any new
custodian or trustee, including any IRA custodian, will be responsible for
contacting us to change ownership.
Rollover to another qualified retirement plan or to an IRA
Unless prohibited by your Plan, any Series D-1 Investment Certificate proceeds
distributed in a qualifying distribution from a plan qualified under Internal
Revenue Code section 401(a) may be rolled over to another qualified retirement
plan or to an IRA. CDRP is a nonqualified deferred compensation plan. Federal
tax laws may affect your ability to invest in certain types of retirement
accounts. You may wish to consult your tax advisor or your local American
Express Tax and Business Services tax professional, where available, for further
information.
In addition, under limited circumstances a Series D-1 Investment Certificate may
be distributed "in kind" and rolled over to an IRA or qualified retirement plan.
An "in kind" distribution will not reduce or extend the certificate's maturity.
If an "in kind" distribution is made, the terms and conditions of the Series D-1
Investment Certificate apply to the IRA or qualified retirement plan as the
holder of the certificate. The terms of the Plan, as interpreted by the Plan
trustee or administrator, will determine how a participant's benefit under the
Plan is administered. These terms may differ from the terms of the certificate.
A Series D-1 Investment Certificate may only be distributed "in kind" and rolled
over to another qualified retirement plan or to an IRA. If you make a withdrawal
from a qualified retirement plan or IRA prior to age 59 1/2, you may be required
to pay a federal early distribution penalty tax.
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AECC will withhold federal income taxes of 10% on IRA withdrawals unless you
tell us not to. AECC is required to withhold federal income taxes of 20% on most
qualified plan distributions, unless the distribution is directly rolled over to
another qualified plan or IRA. See your tax advisor to see how these rules apply
to you before you request a distribution from your plan or IRA.
Receiving cash
The following sections briefly describe the limitations upon a participant's
ability to withdraw cash from the Series D-1 Investment Certificate. Any such
withdrawal could take place after the participant in a Plan (other than CDRP) or
an IRA owner has taken an "in kind" distribution of the Series D-1 Investment
Certificate.
Federal tax limitations -
The following briefly discusses certain federal tax limitations on a
participant's ability to take "in kind" distributions. You may wish to consult
your tax advisor or your local American Express Tax and Business Services tax
professional, where available, for further information.
If a Series D-1 Investment Certificate is distributed to the beneficial owner by
the trustee or custodian of a plan qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended, then, unless otherwise elected by the
trustee or custodian on a form satisfactory to AECC:
1) the maturity date will be no later than April 1 following the end of
the taxable year in which the later of the following occurs:
a) the beneficial owner attains age 70 1/2 or, if later,
retires; or
b) distribution of the Series D-1 Investment Certificate is
made to the beneficial owner; and
2) the total value of the Series D-1 Investment Certificate will be paid
out in equal or substantially equal monthly, quarterly, semiannual or
annual payments over a specified period of time which does not extend
beyond the life expectancy of the beneficial owner (determined as of
the maturity date) or the joint and survivor life expectancy of the
beneficial owner and his/her spouse.
If the Series D-1 Investment Certificate is issued in connection with a
qualified retirement plan or IRA, (1) the owner must elect a maturity date which
is no later than April 1 following the taxable year in which he or she attains
age 70 1/2 or, if later, retires, and (2) the total value of the Series D-1
Investment Certificate will be paid out in equal or substantially equal monthly,
quarterly, semiannual or annual payments over a specified period of time which
does not extend beyond the owner's life expectancy (determined as of the end of
the taxable year in which the owner attains age 70 1/2 or, if later, retires) or
the joint and survivor life expectancy of the owner and his/her spouse. For
IRAs, distributions must always begin at age 70 1/2 and cannot be extended until
retirement.
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Except as noted above, each of the payout options described is subject to the
following general provisions governing payout options:
o All election(s) must be made by written notice in a form acceptable by
AECC. The election(s) will become effective on the date(s) chosen.
o No election(s) can be made that will require AECC to make any payment
later than 30 years from the date elected; and make any term or
periodic interest payment of less than $50.
o After the date of the elected payout option, the owner may elect to
receive all or part of the balance left under a payout option. If done
only in part, the balance may be left under the elected option.
Payout options -
Any time after the issue date of the Series D-1 Investment Certificate if an "in
kind" distribution has occurred, including at the time of maturity, a payout
option may be elected for all or any part of a Plan investment. The payout
options are described below.
Payout options may be changed. The balance remaining in the certificate will
continue to accrue interest at the then current rate; the amount transferred to
an option will continue to accrue interest at the then current option rate. The
maturity date of the balance will not be affected. Notwithstanding the
provisions of the payout options herein described, tax laws in effect at the
time a payout option is selected and plan provisions may limit the availability
of the option.
Withdrawals -
Withdrawals can be made from the certificate. To do so, a request must be
submitted in a form acceptable to AECC at the address or phone number on the
cover of this prospectus. If proceeds from a full or partial surrender are
received by a participant and are not rolled over directly to an IRA or
qualified retirement plan, mandatory 20% withholding may apply. In addition
withdrawals before age 59 1/2 may be subject to a 10% early withdrawal penalty
tax.
Installment payments -
Installment payments of $50 or more may be elected. The payment periods
designated may be monthly, quarterly, semiannually or annually over a period of
more than two years but less than 30 years, but also cannot exceed that
permitted under federal tax law. Payments will begin one payment period after
the effective date of the payout option. Depending on the size of the payment
selected, these payments may include both principal and interest.
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Periodic interest payments -
Combined interest on the Series D-1 Investment Certificate may be paid in
monthly, quarterly, semiannual or annual payments of more than two years but
less than 30 years provided the payments are at least $50. The time period
selected cannot exceed that permitted under federal tax law.
Deferred interest -
At maturity or after any installment or periodic interest payout plan has begun,
all or part of the Series D-1 Investment Certificate may be left with AECC to
continue to earn interest for an additional period of years. The additional
years elected may not exceed 30 years from the date of maturity, and payments
must begin by the date on which the participant reaches age 70 1/2 or, if later,
retires.
At its option, AECC may defer for not more than thirty days any payment to which
the participant may become entitled prior to the Series D-1 Investment
Certificate's maturity. AECC will pay interest on the amount deferred at the
rate used in accumulating the reserves for the Series D-1 Investment Certificate
for any period of deferment. Any payment by us also may be subject to other
deferment as provided by the rules, regulations or orders made by the Securities
and Exchange Commission.
At maturity
If an "in kind" distribution has been taken, at the Series D-1 Investment
Certificate's maturity, a check will be sent for the remaining value of the
certificate. Instead of receiving cash, the Deferred Interest Option, or one of
the payout options explained above may be selected.
Transferring Series D-1 Investment Certificate ownership
While the Series D-1 Investment Certificate is not negotiable, under limited
circumstances it can, if eligible, be transferred to a qualified plan or IRA
trustee or custodian upon written request. When a trustee or custodian of a Plan
or IRA owns the Series D-1 Investment Certificate, the trustee or custodian may
request a transfer of the ownership of the Series D-1 Investment Certificate on
the books of AECC. A transfer request must be in a form acceptable to the Plan
or the IRA custodian and to AECC and received at AECC's home office.
<PAGE>
Giving us instructions
We must receive proper notice in writing or by telephone of any instructions
regarding a certificate.
Proper written notice must:
o be addressed to our home office,
o include sufficient information for us to carry out the request, and
o be signed and dated by all participant(s).
All amounts payable by us in connection with the Series D-1 certificate are
payable at our home office unless we advise otherwise.
To give us instructions by telephone, call the Client Service Organization at
the telephone numbers listed on the back cover.
INCOME AND TAXES
Tax treatment of this investment
Interest paid to the Series D-1 Investment Certificate is generally not taxable
until a participant begins to make withdrawals. For further discussion of
certain federal tax limitations, see pages 9-10.
Rules regarding Plan distributions and other aspects of the Series D-1
Investment Certificate are complicated. We recommend that participants consult
their own tax advisor or local American Express Tax and Business Services tax
professional, where available, to determine how the rules may apply to their
individual situation.
Withholding taxes
According to federal tax laws, you must provide us with your correct Taxpayer
Identification Number (TIN). This number is your Social Security number. You
must certify your TIN under penalties of perjury on your application when you
open an account. If you do not provide this number, we may be required to
withhold a portion of your interest income and certain other payments, including
distributions from a retirement account or qualified plan. Be sure your correct
taxpayer identification number is provided.
If you supply an incorrect taxpayer identification number, the IRS may assess a
$50 penalty against you.
<PAGE>
HOW YOUR MONEY IS USED AND PROTECTED
Invested and guaranteed by AECC
AECC, a wholly owned subsidiary of AEFC, issues the Series D-1 Investment
Certificate in the name of the custodian of the IRA, trustee of a Plan or in the
case of the CDRP of AEFC, to AEFC as the sponsor of the plan, or to an
affiliated company of AECC. 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, 1999.
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 and distribution fees to American Express Financial Advisors Inc.
For a review of significant events relating to our business, see "Management's
discussion and analysis of financial condition and results of operations." Our
certificates are not rated by a national rating agency.
Most banks and thrifts offer investments known as certificates of deposit that
are similar to our certificates in many ways. Banks and thrifts generally have
federal deposit insurance for their deposits and lend much of the deposited
money to individuals, businesses and other enterprises. Other financial
institutions may offer investments with comparable combinations of safety and
return on investment.
Regulated by government
Because the American Express Series D-1 Investment 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, 1999, the
amortized cost of these investments exceeded the required carrying value of our
outstanding certificates by more than $_____ million.
As a condition to regulatory relief from the SEC, AECC has agreed to maintain
capital and surplus equal to 5% of outstanding liabilities on certificates (not
including loans made on certificates in accordance with terms of some
certificates that no longer are offered by AECC). AECC is not obliged to
continue to rely on the relief and continue to
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comply with the conditions of the relief. Similarly, AECC has entered into a
written, informal agreement with the Minnesota Commerce Department to maintain
capital equal to 5% of the assets of AECC (less any loans on outstanding
certificates). When computing its capital, AECC values its assets on the basis
of statutory accounting for insurance companies rather than generally accepted
accounting principles.
Backed by our investments
Our investments are varied and of high quality. This was the composition of our
portfolio as of Dec. 31, 1999:
Type of investment Net amount invested
Corporate and other bonds
Government agency bonds
Preferred stocks
Mortgages
Municipal bonds
As of Dec. 31, 1999, about ____% of our securities portfolio (bonds and
preferred stocks) is rated investment grade. For additional information
regarding securities ratings, please refer to Note 3B to the financial
statements.
Most of our investments are on deposit with American Express Trust Company
(formerly IDS Trust Company), Minneapolis, although we also maintain separate
deposits as required by certain states. American Express Trust Company is a
wholly owned subsidiary of AEFC. Copies of our Dec. 31, 1999 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 AECC 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 the ability of a company to pay interest and principal when due than to
changes in interest rates. They have greater price fluctuations, are more likely
to experience a default, and sometimes are referred to as junk bonds.
<PAGE>
Reduced market liquidity for these bonds may occasionally make it more difficult
to value them. In valuing bonds, AECC relies both on independent rating agencies
and the investment manager's credit analysis. Under normal circumstances, at
least 85% of the securities in AECC's Portfolio will be rated investment grade,
or in the opinion of AECC's investment advisor will be the equivalent of
investment grade. Under normal circumstances, AECC 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 AECC and will be sold only when AECC believes it is advantageous
to do so.
As of Dec. 31, 1999, AECC 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.
Underwriting -
We do not intend to engage in the public distribution of securities issued by
others. However, if we purchase unregistered securities and later resell them,
we may be considered an underwriter under federal securities laws.
Borrowing money -
From time to time we have established a line of credit if management believed
borrowing was necessary or desirable. We may pledge some of our assets as
security. We may occasionally use repurchase agreements as a way to borrow
money. Under these agreements, we sell debt securities to our lender, and
repurchase them at the sales price plus an agreed-upon interest rate within a
specified period of time.
Real estate -
We may invest in limited partnership interests in limited partnerships that
either directly, or indirectly through other limited partnerships, invest in
real estate. We may invest directly in real estate. We also invest in mortgage
loans secured by real estate. We expect that equity investments in real estate,
either directly or through a subsidiary of AECC, will be less than five percent
of AECC'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
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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 ten percent of AECC's assets
When-issued securities -
Most 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 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 AECC's
investment portfolio the same as owned securities.
Financials transactions including hedges -
We buy or sell various types of options contracts for hedging purposes or as a
trading technique to facilitate securities purchases or sales. We may buy
interest rate caps for hedging purposes. These pay us a return if interest rates
rise above a specified level. If interest rates do not rise above a specified
level, the interest rate caps do not pay us a return. AECC may enter into other
financial transactions, including futures and other derivatives, for the purpose
of managing the interest rate exposures associated with AECC'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. AECC'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
AECC's investment portfolio will be held in securities that are illiquid. In
valuing its investment portfolio to determine this 15% limit, AECC 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.
<PAGE>
HOW YOUR MONEY IS MANAGED
Relationship between AECC and American Express Financial Corporation
AECC 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, changed its name to IDS Certificate Company on
April 2, 1984, and to American Express Certificate Company on April 26, 2000.
AECC 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.
Before AECC 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. AECC 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, 1999, AEFC managed or
administered 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 180 offices and more than 9,000
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 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) and Travelers Cheque and related services.
<PAGE>
American Express Financial Advisors Inc. is not a bank, and the securities
offered by it, such as face amount certificates issued by AECC, are not backed
or guaranteed by any bank, nor are they insured by the FDIC.
Capital structure and certificates issued
AECC has authorized, issued and has outstanding 150,000 shares of common stock,
par value of $10 per share. AEFC owns all of the outstanding shares.
For fiscal year ended Dec. 31, 1999, AECC had issued (in face amount)
$___________ of installment certificates and $_____________ of single payment
certificates. As of Dec. 31, 1999, AECC had issued (in face amount)
$____________________ of installment certificates and $_____________ of single
payment certificates since its inception in 1941.
Investment management and services
Under an Investment Advisory and Services Agreement, AEFC acts as our investment
advisor and is responsible for:
o providing investment research;
o making specific investment recommendations; and
o executing purchase and sale orders according to our policy of obtaining the
best price and execution.
All these activities are subject to direction and control by our board of
directors and officers. Our agreement with AEFC requires annual renewal by our
board, including a majority of directors who are not interested persons of AEFC
or AECC 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).
<PAGE>
Advisory and services fee computation:
Percentage of total
Included assets 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 AECC except mortgage loans, real estate, and
any other asset on which we pay an outside advisory or a service fee.
Advisory and services fees for the past three years were:
Percentage of
Year Total fees included assets
1999 $ _________ %
1998 $ 9,084,332 0.24
1997 $17,232,602 0.50
Estimated advisory and services fees for 2000 are $_____________.
Other expenses payable by AECC: 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 holder
accounts); and
o expenses of customer settlements not attributable to any sales function.
Distribution
Under a Distribution Agreement with American Express Financial Advisors Inc. we
pay an annual fee of $100 for the distribution of this certificate.
This fee is not assessed to your certificate account.
<PAGE>
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. AECC pays AECSC a monthly fee of one-twelfth of $10.353 per
certificate owner account for this service.
Employment of other American Express affiliates
AEFC may employ another affiliate of American Express as executing broker for
our portfolio transactions only if:
o we receive prices and executions at least as favorable as those offered by
qualified independent brokers performing similar services;
o the affiliate charges us commissions consistent with those charged to
comparable unaffiliated customers for similar transactions; and
o the affiliate's employment is consistent with the terms of the current
Investment Advisory and Services Agreement and federal securities laws.
Directors and officers
AECC's directors, chairman, president and controller are elected annually for a
term of one year. The other executive officers are appointed by the president.
We paid a total of $_______ during 1999 to directors not employed by AEFC.
Board of directors
Rodney P. Burwell
Born in 1939. Director beginning in 1999. Chairman, Xerxes Corporation
(fiberglass storage tanks). Director, Fairview Corporation.
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.
Jean B. Keffeler
Born in 1945. Director beginning in 1999. Independent management consultant.
<PAGE>
Richard W. Kling*
Born in 1940. Director since 1996. Chairman of the board of directors from 1996
to 2000. 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.
Thomas R. McBurney
Born in 1938. Director beginning in 1999. President, McBurney Management
Advisors. Director, The Valspar Corporation (paints), Wenger Corporation,
Allina, Space Center Enterprises and Greenspring Corporation.
Paula R. Meyer*
Born in 1954. Director since 1998. President since 1998. Vice president -
Assured Assets of AEFC since 1998. President of Piper Capital Management (PCM)
from 1997 to 1998. Director of Marketing of PCM from 1995 to 1997. Director of
Retail Marketing of PCM from 1993 to 1995.
Pamela J. Moret*
Born in 1956. Director since December 1999. Chair of the board of directors
since January 2000. Senior vice president -- Investment Products since November
1999. Vice president -- Variable Assets & Services from 1997 to 1999. Vice
president -- Retail Services Group from 1996 to 1997. Vice president --
Communications from 1992 to 1996. Various attorney positions in General
Counsel's Office from 1982 to 1992.
* "Interested Person" of AECC as that term is defined in Investment Company Act
of 1940.
Executive officers
Paula R. Meyer
Born in 1954. President since 1998.
Jeffrey S. Horton
Born in 1961. Vice president and treasurer since 1997. Vice president and
corporate treasurer of AEFC since 1997. Controller, American Express
Technologies - Financial Services of AEFC from 1997 to 1997. Controller, Risk
Management Products of AEFC from 1994 to 1997. Director of finance and analysis,
Corporate Treasury of AEFC from 1990 to 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.
<PAGE>
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.
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.
Philip C. Wentzel
Born in 1961. Vice president and controller of AECC since January 2000. Vice
president -- Finance, Insurance Products of AEFC since 1997. Vice president and
controller of IDS Life since 1998. Director, Financial Reporting and Analysis --
IDS Life from 1992 to 1997.
The officers and directors as a group beneficially own less than 1% of the
common stock of American Express Company.
AECC 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 (the
1933 Act) 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 1933 Act and is therefore unenforceable.
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 our financial statements for each of
the years in the three-year period ended Dec. 31, 1999. These statements are
included in this prospectus. Ernst & Young LLP is also the auditor for American
Express Company, the parent company of AEFC and AECC.
<PAGE>
Appendix
Description of corporate bond ratings
Bond ratings concern the quality of the issuing corporation. They are not an
opinion of the market value of the security. Such ratings are opinions on
whether the principal and interest will be repaid when due. A security's rating
may change which could affect its price. Ratings by Moody's Investors Service,
Inc. are Aaa, Aa, A, Baa, Ba, B, Caa, Ca and C. Ratings by Standard & Poor's
Corporation are AAA, AA, A, BBB, BB, B, CCC, CC, C and D.
Aaa/AAA - Judged to be of the best quality and carry the smallest degree of
investment risk. Interest and principal are secure.
Aa/AA - Judged to be high-grade although margins of protection for interest and
principal may not be quite as good as Aaa or AAA rated securities.
A - Considered upper-medium grade. Protection for interest and principal is
deemed adequate but may be susceptible to future impairment.
Baa/BBB - Considered medium-grade obligations. Protection for interest and
principal is adequate over the short-term; however, these obligations may have
certain speculative characteristics.
Ba/BB - Considered to have speculative elements. The protection of interest and
principal payments may be very moderate.
B - Lack characteristics of more desirable investments. There may be small
assurance over any long period of time of the payment of interest and principal.
Caa/CCC - Are of poor standing. Such issues may be in default or there may be
risk with respect to principal or interest.
Ca/CC - Represent obligations that are highly speculative. Such issues are often
in default or have other marked shortcomings.
C - Are obligations with a higher degree of speculation. These securities have
major risk exposures to default.
D - Are in payment default. The D rating is used when interest payments or
principal payments are not made on the due date.
Non-rated securities will be considered for investment. When assessing each
non-rated security, AECC will consider the financial condition of the issuer or
the protection afforded by the terms of the security.
<PAGE>
(back cover)
Quick telephone reference*
800-862-7919 American Express Easy Access Line
Account value, cash transaction information, current
rate information (automated response for Touchtone(R)
phones only)
800-862-7919 Client Service Organization
Withdrawals, transfers, inquiries
800-846-4852 TTY Service For the hearing impaired
*You may experience delays when call volumes are high
American Express Series D-1 Investment Certificate
IDS Tower 10
Minneapolis, MN 55440-0010
Distributed by American Express Financial Advisors Inc.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item
Number
Item 13. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution
of the securities being registered are to be borne by the
registrant.
Item 14. Indemnification of Directors and Officers.
The By-Laws of IDS Certificate Company provide that it shall
indemnify any person who was or is a party or is threatened to
be made a party, by reason of the fact that he was or is a
director, officer, employee or agent of the company, or is or
was serving at the direction of the company, or any
predecessor corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture,
trust or other enterprise, to any threatened, pending or
completed action, suit or proceeding, wherever brought, to the
fullest extent permitted by the laws of the state of Delaware,
as now existing or hereafter amended.
The By-Laws further provide that indemnification questions
applicable to a corporation which has been merged into the
company relating to causes of action arising prior to the date
of such merger shall be governed exclusively by the applicable
laws of the state of incorporation and by the by-laws of such
merged corporation then in effect.
See also Item 17.
Item 15. Recent Sales of Unregistered Securities.
(a) Securities Sold
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
1999 American Express Special Deposits 50,132,542.00
* 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 $301,946.44 in 1996, $592,068.70 in 1997, $967,791.95 in 1998
and $877,981.60 in 1999.
<PAGE>
(d) Exemption from registration claimed
American Express Special Deposits are marketed, pursuant to the exemption in
Regulation S under the Securities Act of 1933, by AEB in the United Kingdom and
Hong Kong to persons who are not U.S. persons, as defined in Regulation S.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
1. (a) Copy of Distribution Agreement dated November 18, 1988,
between Registrant and IDS Financial Services Inc., filed
electronically as Exhibit 1(a) to the Registration Statement
No. 33-26844, for the American Express International
Investment Certificate (now called, the IDS Investors
Certificate) is incorporated herein by reference.
(b) 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.
2. Not Applicable.
3. a) Certificate of Incorporation, dated December 31, 1977, filed
electronically as Exhibit 3(a) to Post-Effective Amendment
No. 10 to Registration Statement No. 2-89507, is
incorporated herein by reference.
(b) Certificate of Amendment, dated April 2, 1984 filed
electronically as Exhibit 3(b) to Post-Effective Amendment
No. 10 to Registration Statement No. 2-89507, is
incorporated herein by reference.
(c) 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) Certificate of Amendment, dated April 30, 1999, filed
electronically as Exhibit 3(a) to Registrant's March 31,
1999 Quarterly Report on Form 10-Q is incorporated herein by
reference.
(e) Current By-Laws, filed electronically as Exhibit 3(e) to
Post-Effective Amendment No. 19 to Registration Statement
No. 33-26844, are incorporated herein by reference.
4. Not Applicable.
5. An opinion and consent of counsel as to the legality of the
securities being registered, filed electronically as Exhibit
16(a)5 to Post-Effective Amendment No. 24 to Registration
Statement No. 2-95577 is incorporated by reference.
6. through 9. -- None.
10. (a) Investment Advisory and Services Agreement between
Registrant and IDS/American Express Inc. dated January 12,
1984, 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.
<PAGE>
(b) Depositary 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.
(c) Foreign Deposit 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) 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.
(e) 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.
(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
1(d) to Post-Effective Amendment No. 9 to Registration
Statement No. 33-26844, is incorporated herein by reference.
(g) Selling Agent Agreement dated December 12, 1994, between IDS
Financial Services Inc. and Coutts & Co. (USA)
International, filed electronically as Exhibit 1(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) 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.
(j) 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
33-26844, is incorporated herein by reference.
<PAGE>
(k) Letter Agreement dated July 28, 1999 amending the Selling
Agent Agreement dated June 1, 1990, or a schedule thereto,
as amended, between American Express Financial Advisors Inc.
(formerly IDS Financial Services Inc.) and American Express
Bank International, filed electronically to Registrant's
June 30, 1999 Quarterly Report on Form 10-Q, is incorporated
herein by reference.
(l) Letter Agreement dated July 28, 1999, amending the Marketing
Agreement dated October 10, 1991, or a schedule thereto, as
amended, between IDS Certificate Company and American
Express Bank Ltd., filed electronically to Registrant's June
30, 1999 Quarterly Report on Form 10-Q, is incorporated
herein by reference.
(m) Selling Agent Agreement, dated March 10, 1999 between
American Express Financial Advisors Inc. and Securities
America, Inc., filed electronically as Exhibit 10 (l) to
Post-Effective Amendment No. 18 to Registration Statement
33-26844, is incorporated herein by reference.
11. through 22. -- None.
23. Consent of Independent Auditors' Report to be filed with a
subsequent post-effective amendment to this registration
statement.
24. (a) 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, is
incorporated herein by reference.
(b) Directors' Power of Attorney, dated April 26, 1999, filed
electronically as Exhibit 24(a) to Registrant's March 31,
1999 Quarterly Report is incorporated herein by reference.
(c) Director's Power of Attorney, dated December 21, 1999, filed
electronically as Exhibit 24(c) to Post-Effective Amendment
No. 19 to Registration Statement No. 33-26844, is
incorporated herein by reference.
25. through 27. -- None.
(b) The financial statement schedules for IDS Certificate Company will be
filed with a subsequent post-effective amendment to Registration
Statement No. 2-55252 for Series D-1 Investment Certificate.
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
<PAGE>
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 American Express Financial Advisors Inc. to the
extent of any actual loss to, or expense of, the Company in
connection therewith. The By-Laws of the Registrant contain a
provision relating to Indemnification of Officers and
Directors as permitted by applicable law.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis and State of Minnesota, on
the 21st day, of January, 2000.
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 21st day, of
January, 2000.
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 Financial Officer)
/s/ Jay C. Hatlestad* Vice President and Controller
Jay C. Hatlestad (Principal Accounting Officer)
/s/ Rodney P. Burwell** Director
Rodney P. Burwell
/s/ Charles W. Johnson** Director
Charles W. Johnson
/s/ Jean B. Keffeler** Director
Jean B. Keffeler
/s/ Richard W. Kling** Director
Richard W. Kling
/s/ Pamela J. Moret*** Director
Pamela J. Moret
/s/ Thomas R. McBurney** Director
Thomas R. McBurney
<PAGE>
*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 April 26, 1999 filed
electronically as Exhibit 24(a) to Registrant's March 31, 1999 Quarterly Report,
incorporated herein by reference.
/s/Bruce A. Kohn
Bruce A. Kohn
***Signed pursuant to Director's Power of Attorney dated December 21, 1999 filed
electronically as Exhibit 24(c) to Post-Effective Amendment No. 19 to
Registration Statement No. 33-26844, incorporated herein by reference.
/s/Bruce A. Kohn
Bruce A. Kohn
<PAGE>
January 21, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street NW
Washington, D.C. 20549-1004
Attn: Document Control -EDGAR
Ms. Patsy Mengiste
RE: IDS Certificate Company (IDSC)
Post-Effective Amendment No. 25
American Express Series D-1 Investment Certificate: 2-55252
Dear Ms. Mengiste:
Enclosed and filed electronically is Post-Effective Amendment No. 25 to the
above referenced registration statement. This amendment is filed under the
Securities Act of 1933 for IDSC.
As you may recall, we have filed this prospectus in the past as part of a joint
filing for which we used registration statement no. 2-95577, IDS Flexible
Savings Certificate. The most recent post-effective amendment number for that
registration statement was no. 24, which was filed on April 19, 1999.
Consequently, this filing uses no. 25 as the initial post-effective amendment
number.
The changes that have been made since Post-Effective Amendment No. 24 filed on
April 19, 1999 are redlined. Please note that we contemplate changing the name
of the company to American Express Certificate Company in April. Please also
note that we have removed from the second page of this and other prospectuses a
description of the Year 2000 risk factor.
Please direct your questions or comments on this filing to Terry Vestermark at
(612) 678-2132 or me at (612) 671-2221.
Thank you.
/s/Bruce Kohn
Bruce Kohn
Vice President and General Counsel
IDS Certificate Company
BK/TV/lal
