QUILTS EQUITY STRATEGIC TEN SERIES 1
24F-2NT, 1997-04-18
Previous: MORGAN J P VENTURES CORP, 13F-E, 1997-04-18
Next: CRAZY WOMAN CREEK BANCORP INC, 10QSB, 1997-04-18



                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2

                        Read instructions at end of Form
                          before preparing Form. Please
                                 print or type.


1.   Name and address of issuer:

              OCC Distributors
              Two World Financial Center
              225 Liberty Street
              New York, New York  10281

2.   Name of each series or class of funds for which this notice is filed:

          Qualified Unit Investment Liquid Trust Series ("QUILTS"), Equity
          Strategic Ten, Series 1 and Equity Strategic Five, Series 1

3.   Investment Company Act File Number: 811-7442

     Securities Act File Number: 333-00155

4.   Last day of fiscal year for which this notice is filed: February 20, 1997

5.   Check box if this notice is being filed more than 180 days after the close
     of the issuer's fiscal year for purposes of reporting securities sold after
     the close of the fiscal year but before termination of the issuer's 24f-2
     declaration:

                                                            /   /

6.   Date of termination of issuer's declaration under rule 24f-2(a)(1), if
     applicable (see instruction A.6):

                 Not Applicable

7.   Number and amount of securities of the same class or series which had been
     registered under the Securities Act of 1933 other than pursuant to rule
     24f-2 in a prior fiscal year, but which remained unsold at the beginning of
     the fiscal year:

                 None


C/M:  11205.0005 479150.1

<PAGE>



8.   Number and amount of securities registered during the fiscal year other
     than pursuant to rule 24f-2:

                 None

9.   Number and aggregate sale price of securities sold during the fiscal year:

     1,723,787 Units                    $1,736,569

10.  Number and aggregate sale price of securities sold during the fiscal year
     in reliance upon registration pursuant to rule 24f-2:

     1,723,787 Units                    $1,736,569

11.  Number and aggregate sale price of securities issued during the fiscal year
     in connection with dividend reinvestment plans, if applicable (see
     instruction B.7):

                 Not Applicable

12.  Calculation of registration fee:
<TABLE>


<S>      <C>                                                                <C>
(i)      Aggregate sale price of securities sold during the fiscal year in
         reliance on rule 24f-2 (from Item 10):                               $1,736,569.
                                                                            -----------------------------
(ii)     Aggregate price of shares issued in connection with dividend
         reinvestment plans (from Item 11, if applicable):                    +
                                                                            -----------------------------
(iii)    Aggregate price of shares redeemed or repurchased during the
         fiscal year (if applicable):                                         -   872,126.
                                                                            -----------------------------
(iv)     Aggregate price of shares redeemed or repurchased and
         previously applied as a reduction to filing fees pursuant to
         rule 24e-2 (if applicable):                                          +
                                                                            -----------------------------
(v)      Net aggregate price of securities sold and issued during the
         fiscal year in reliance on rule 24f-2 [line (i), plus line (ii),
         less line (iii), plus line (iv)] (if applicable):                        864,443.
                                                                            -----------------------------
(vi)     Multiplier prescribed by Section 6(b) of the Securities Act of
         1933 or other applicable law or regulation (see instruction C.6):    x                  1/3300
                                                                            -----------------------------
(vii)    Fee due [line (i) or line (v) multiplied by line (vi)]:              $       285.27
                                                                            -----------------------------
</TABLE>

      Instruction: Issuers should complete lines (ii), (iii), (iv) and (v)
      only if the form is being filed within 60 days after the close of the
                   issuer's fiscal year. See instruction C.3.




C/M:  11205.0005 479150.1

<PAGE>


13.  Check box if fees are being remitted to the Commission's lockbox depository
     as described in section 3a of the Commission's Rules of Informal and Other
     Procedures (17 CFR 202.3a). 
                                                       / X /



     Date of mailing or wire transfer of filing fees to the Commission's lockbox
     depository:

                         April 18, 1997

     Exhibit: Opinion of Messrs. Battle Fowler LLP

                                   SIGNATURES

     This report has been signed below by the following persons on behalf of the
     issuer and in the capacities and on the dates indicated.

                                   OCC DISTRIBUTORS
                                   (Issuer)


                                   By:      OPPENHEIMER FINANCIAL
                                            CORP., as Managing Partner of the
                                            Issuer


By (Signature and Title)*     /s/ SUSAN A. MURPHY
                              ------------------------------------------------
                              Susan A. Murphy, Authorized Signatory

Date: April 18, 1997


 * Please print the name and title of the signing officer below the signature.

C/M:  11205.0005 479150.1


                                BATTLE FOWLER LLP
                        A LIMITED LIABILITY PARTNERSHIP
                              75 East 55th Street
                            New York, New York 10022
                                 (212) 856-7000



                                 (212) 856-6918






                                 April 18, 1997



OCC Distributors
Two World Financial Center
225 Liberty Street
New York, New York  10281

Gentlemen:

          We have acted as special counsel to OCC Distributors, formerly Quest
for Value Distributors, as Depositor, Sponsor and Principal Underwriter (the
"Depositor") of Qualified Unit Investment Liquid Trust Series ("QUILTS"), Equity
Strategic Ten, Series 1 and Equity Strategic Five, Series 1 in connection with
the preparation by the Trusts of a Rule 24f-2 Notice (the "Rule 24f-2 Notice")
covering the registration of units of fractional undivided interest (the
"Units") in the Trusts.

          In connection with our representation, we have examined copies of the
following documents relating to the creation of the Trusts and the issuance and
sale of the Units: (a) the Reference Trust Agreements dated February 8, 1996
(the "Trust Agreements") among the Depositor and The Chase Manhattan Bank
(National Association), as Trustee and Evaluator (with respect to the Treasury
Trusts only) and Kenny S&P Evaluation Services, as Evaluator (with respect to
the Corporate Trust only); (b) the Notification of Registration on Form N-8A and
the Registration Statement on Form N- 8B-2, as amended, relating to the Trust,
as filed with the Securities and Exchange Commission (the "Commission") pursuant
to the Investment Company Act of 1940 (the "1940 Act"); (c) the Registration
Statement on Form S-6 (File No. 333-00155 and 333- 65075) filed with the
Commission pursuant to the Securities Act of 1933 (the "1933 Act") and Amendment
No. 1 thereto (said Registration Statement, as amended by said Amendment No. 1,
being herein called the "Registration Statement") and all subsequent
Post-Effective Amendments to the Registration Statement as filed with the
Commission; (d) the form of final Prospectus (the "Prospectus") relating to the
Units, as filed with the Commission; (e) certified resolutions of the Executive
Committee of the Depositor authorizing

C/M:  11205.0005 438147.1

<PAGE>


                                                                               2


the execution and delivery by the Depositor of the Trust Agreement and the
consummation of the transactions contemplated thereby; and (f) the Certificate
of Incorporation and By-Laws, as amended to date, of the Depositor, each
certified to by an authorized officer of the Depositor as of a recent date.

          In rendering this opinion we have assumed the genuineness of all
signatures, the authenticity and completeness of all documents, certificates and
instruments submitted to us as originals, the conformity with the originals of
all documents, certificates and instruments submitted to us as copies and the
legal capacity to sign of all individuals executing such documents, certificates
and instruments.

          We have assumed that each party has duly authorized, executed and
delivered the Trust Agreements, Registration Statement and other instruments,
certificates, agreements, documents executed in connection with the transactions
contemplated thereby (collectively "UIT Documents") to which it is a party.

          We have assumed that each party is duly qualified and has full power
and authority to perform its obligations under the UIT Documents and the
transactions contemplated by the UIT Documents.

          We have assumed that each party complied with all orders, rules,
regulations applicable to it or in connection with the UIT Documents or the
transactions contemplated thereby. We have further assumed that no party to the
transaction contemplated by the UIT Documents is subject to any statute, rule or
regulation, or to any impediment to which contracting parties are not generally
subject, which requires such party to obtain the authorization or consent of, or
to register or make a declaration or filing with, or inquiry of any governmental
agency or regulatory authority.

          Based on such examination and assumptions, we are of the opinion that
the Units, the registration of which this Notice makes definitive, when sold by
the Depositor and purchased and paid for by the Unitholder, duly executed,
authenticated and delivered in accordance with the Trust Agreements and the
Registration Statement relating to such Units, the Units were (i) validly
issued, fully paid and nonassessable and (iii) legal, valid and binding
obligations of the Trusts, and the holders of the Units are entitled to the
benefits of the related Trust Agreement, except as enforcement thereof may be
limited by applicable bankruptcy, insolvency, reorganization, arrangement,
fraudulent conveyance, moratorium or other laws relating to or affecting the
enforcement of creditors' rights generally and general principles of equity
regardless of whether such enforceability is considered in a proceeding in
equity or at law.


C/M:  11205.0005 438147.1

<PAGE>


                                                                               3


          We are not admitted to the practice of law in any jurisdiction but the
State of New York and we do not hold ourselves out as experts in or express any
opinion as to the laws of other states or jurisdictions except as to matters of
Federal and Delaware corporate law.

          We hereby consent to the filing of this opinion as an exhibit to the
Rule 24f-2 Notice.


                                   Very truly yours,



                                   BATTLE FOWLER LLP


C/M:  11205.0005 438147.1



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission