<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 1996
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM S-6
For Registration Under the Securities Act
of 1933 of Securities of Unit Investment
Trusts Registered on Form N-8B-2
----------------------------
A. EXACT NAME OF TRUST:
Qualified Unit Investment Liquid Trust Series ("QUILTS"), QUILTS
Income -- U.S. Treasury Series 19, QUILTS Income -- U.S. Treasury
Series 20 and QUILTS Asset Builder -- U.S. Treasury Series 21
B. NAME OF DEPOSITOR:
OCC Distributors
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
OCC Distributors
Two World Financial Center
225 Liberty Street
New York, New York 10281
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY OF COMMENTS TO:
SUSAN A. MURPHY MICHAEL R. ROSELLA, Esq.
Senior Vice President Battle Fowler LLP
Quest Cash Management Services Park Avenue Tower
Oppenheimer Capital 75 East 55th Street
Two World Financial Center New York, New York 10022
225 Liberty Street (212) 856-6858
New York, New York 10281
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Qualified Unit Investment Liquid Trust
Series ("QUILTS"), QUILTS Income -- U.S. Treasury Series 19, QUILTS
Income -- U.S. Treasury Series 20 and QUILTS Asset Builder -- U.S.
Treasury Series 21 is being registered under the Securities Act of 1933
pursuant to Section 24(f) of the Investment Company Act of 1940, as
amended, and Rule 24f-2 thereunder.
F. PROPOSED MAXIMUM AGGREGATE OFFERING PRICE TO THE PUBLIC OF THE SECURITIES
BEING REGISTERED:
Indefinite
G. AMOUNT OF FILING FEE:
$500 (as required by Rule 24f-2)
H. APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of the Registration
Statement.
_____ Check if it is proposed that this filing will become effective
immediately upon filing pursuant to Rule 487.
The registrant hereby amends the registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
302689.1
<PAGE>
Qualified Unit Investment Liquid Trust Series
QUILTS Income -- U.S. Treasury Series 19
QUILTS Income -- U.S. Treasury Series 20
QUILTS Asset Builder -- U.S. Treasury Series 21
CROSS-REFERENCE SHEET
Pursuant to Rule 404 of Regulation C
Under the Securities Act of 1933
(Form N-8B-2 Items Required by Instruction as
to the Prospectus in Form S-6)
<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
I. ORGANIZATION AND GENERAL INFORMATION
<S> <C> <C>
1. (a) Name of trust.......................................... Front cover of Prospectus
(b) Title of securities issued............................. Front cover of Prospectus
2. Name and address of each depositor.......................... The Sponsor
3. Name and address of trustee................................. The Trustee
4. Name and address of principal underwriters.................. Distribution of Units
5. State of organization of trust.............................. Organization
6. Execution and termination of trust agreement................ Trust Agreement, Amendment and
Termination
7. Changes of name............................................. Not Applicable
8. Fiscal year................................................. Not Applicable
9. Litigation.................................................. None
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
10. (a) Registered or bearer securities........................ Book Entry Units
(b) Cumulative or distributive securities.................. Interest and Principal Distributions
(c) Redemption............................................. Trustee Redemption
(d) Conversion, transfer, etc.............................. Book Entry Units, Sponsor Repurchase,
Trustee Redemption
(e) Periodic payment plan.................................. Not Applicable
(f) Voting rights.......................................... Trust Agreement, Amendment and
Termination
(g) Notice to certificateholders........................... Records, Portfolio, Substitution of Securities,
Trust Agreement, Amendment and
Termination, The Sponsor, the Trustee
(h) Consents required...................................... Trust Agreement, Amendment and Termination
(i) Other provisions....................................... Tax Status
11. Type of securities comprising units......................... Objectives, Portfolio, Portfolio Summary
12. Certain information regarding periodic payment
certificates................................................ Not Applicable
</TABLE>
i
302689.1
<PAGE>
<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
<S> <C> <C>
13. (a) Load, fees, expenses, etc.............................. Summary of Essential Information, Public
Offering Price, Market for Units, Volume and
Other Discounts, Sponsor's Profits, Trust
Expenses and Charges
(b) Certain information regarding periodic
payment certificates................................... Not Applicable
(c) Certain percentages.................................... Summary of Essential Information, Public
Offering Price, Market for Units, Volume
and Other Discounts
(d) Price differences...................................... Volume and Other Discounts, Distribution of
Units
(e) Other loads, fees, expenses............................ Book Entry Units
(f) Certain profits receivable by depositors,
principal underwriters, trustee or
affiliated persons..................................... Sponsor's Profits, Portfolio Summary
(g) Ratio of annual charges to income...................... Not Applicable
14. Issuance of trust's securities.............................. Organization, Certificates
15. Receipt and handling of payments from purchasers............ Organization
16. Acquisition and disposition of underlying
securities.................................................. Organization, Objectives, Portfolio, Portfolio
Supervision
17. Withdrawal or redemption.................................... Comparison of Public Offering Price,
Sponsor's Repurchase Price and Redemption
Price, Sponsor Repurchase, Trustee
Redemption
18. (a) Receipt, custody and disposition of income............. Monthly Distributions, Interest and Principal
Distributions, Portfolio Supervision
(b) Reinvestment of distributions.......................... Not Applicable
(c) Reserves or special funds.............................. Interest and Principal Distributions
(d) Schedule of distributions.............................. Not Applicable
19. Records, accounts and reports............................... Records
20. Certain miscellaneous provisions of trust
agreement
(a) Amendment.............................................. Trust Agreement, Amendment and Termination
(b) Termination............................................ Trust Agreement, Amendment and Termination
(c) and (d) Trustee, removal and successor.................. The Trustee
(e) and (f) Depositor, removal and successor................ The Sponsor
21. Loans to security holders................................... Not Applicable
22. Limitations on liability.................................... The Sponsor, The Trustee, The Evaluator
23. Bonding arrangements........................................ Part II - Item A
24. Other material provisions of trust agreement................ Not Applicable
III. Organization, Personnel and Affiliated Persons of Depositor
25. Organization of depositor................................... The Sponsor
26. Fees received by depositor.................................. Not Applicable
</TABLE>
ii
302689.1
<PAGE>
<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
<S> <C> <C>
27. Business of depositor....................................... The Sponsor
28. Certain information as to officials and affiliated
persons of depositor........................................ Not Applicable
29. Voting securities of depositor.............................. Not Applicable
30. Persons controlling depositor............................... Not Applicable
31. Payments by depositor for certain services
rendered to trust........................................... Not Applicable
32. Payments by depositor for certain other services
rendered to trust........................................... Not Applicable
33. Remuneration of employees of depositor for
certain services rendered to trust.......................... Not Applicable
34. Remuneration of other person for certain services
rendered to trust........................................... Not Applicable
IV. Distribution and Redemption of Securities
35. Distribution of trust's securities by states................ Distribution of Units
36. Suspension of sales of trust's securities................... Not Applicable
37. Revocation of authority to distribute....................... None
38. (a) Method of distribution................................. Distribution of Units
(b) Underwriting agreements................................ Distribution of Units
(c) Selling agreements..................................... Distribution of Units
39. (a) Organization of principal underwriters................. The Sponsor
(b) N.A.S.D. membership of principal
underwriters........................................... The Sponsor
40. Certain fees received by principal underwriters............. The Sponsor
41. (a) Business of principal underwriters..................... The Sponsor
(b) Branch offices of principal underwriters............... The Sponsor
(c) Salesmen of principal underwriters..................... The Sponsor
42. Ownership of trust's securities by certain persons.......... Not Applicable
43. Certain brokerage commissions received by
principal underwriters...................................... Not Applicable
44. (a) Method of valuation.................................... Summary of Essential Information, Market for
Units, Offering Price, Accrued Interest,
Volume and Other Discounts, Distribution of
Units, Comparison of Public Offering Price,
Sponsor's Repurchase Price and Redemption
Price, Sponsor Repurchase, Trustee
Redemption
(b) Schedule as to offering price.......................... Summary of Essential Information
(c) Variation in offering price to certain
persons................................................ Distribution of Units, Volume and Other
Discounts
45. Suspension of redemption rights............................. Not Applicable
</TABLE>
iii
302689.1
<PAGE>
<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
<S> <C> <C>
46. (a) Redemption valuation................................... Comparison of Public Offering Price,
Sponsor's Repurchase Price and Redemption
Price, and Redemption Price, and Trustee
Redemption
(b) Schedule as to redemption price........................ Summary of Essential Information
47. Maintenance of position in underlying securities............ Comparison of Public Offering Price,
Sponsor's Repurchase Price and Redemption
Price, Sponsor Repurchase, Trustee
Redemption
V. Information Concerning the Trustee or Custodian
48. Organization and regulation of trustee...................... The Trustee
49. Fees and expenses of trustee................................ Trust Expenses and Charges
50. Trustee's lien.............................................. Trust Expenses and Charges
VI. Policy of Registrant
51. (a) Provisions of trust agreement with respect
to selection or elimination of underlying
securities............................................. Objectives, Portfolio, Portfolio Supervision,
Substitution of Securities
(b) Transactions involving elimination of
underlying securities.................................. Not Applicable
(c) Policy regarding substitution or elimination
of underlying securities............................... Substitution of Securities
(d) Fundamental policy not otherwise covered............... Not Applicable
52. Tax status of trust......................................... Tax Status
VII. FINANCIAL AND STATISTICAL INFORMATION
53. Trust's securities during last ten years.................... Not Applicable
54. Hypothetical account for issuers of periodic
payment plans............................................... Not Applicable
55. Certain information regarding periodic payment
certificates................................................ Not Applicable
56. Certain information regarding periodic payment
plans.........................................Not Applicable
57. Certain other information regarding periodic
payment plans............................................... Not Applicable
58. Financial statements (Instruction 1(c) to Form
S-6) ....................................................... Statement of Financial Condition
</TABLE>
iv
302689.1
<PAGE>
Subject to Completion Dated July 17, 1996
QUALIFIED UNIT INVESTMENT
LIQUID TRUST SERIES ("QUILTS")
QUILTS Income -- U.S. Treasury Series 19
QUILTS Income -- U.S. Treasury Series 20
QUILTS Asset Builder -- U.S. Treasury Series 21
This Trust consists of three separate unit investment trusts
designated Qualified Unit Investment Liquid Trust Series ("QUILTS"), QUILTS
Income - U.S. Treasury Series 19, QUILTS Income - U.S. Treasury Series 20 and
QUILTS Asset Builder - U.S. Treasury Series 21 (collectively, the "Trusts").
Investors will be able to purchase units of the Trusts upon the effectiveness
of the registration statement relating to the units of these Trusts.
The attached final prospectus for previous series of QUILTS is hereby
used as a preliminary prospectus for this Series offering. The narrative
information and structure of the final prospectus for each of these Series will
be substantially similar to the attached final prospectus for a previous
Series. Information with respect to pricing, the number of units, dates and
summary information regarding the characteristics of securities to be deposited
in this Series is not now available and will be different since each Series has
a unique portfolio. Accordingly, the material found herein which reflects the
particular characteristics of a previous Series should not be taken as
applicable to the portfolios of each of these Series and should be considered
only as a general description of this Series.
The Trusts will consist of underlying portfolios of U.S. Treasury
Obligations that are backed by the full faith and credit of the United States
Government.
--------------------------------------------------------------
This Prospectus consists of two parts. Part A contains a Summary of
Essential Information for each Trust including descriptive material relating to
each Trust, the Statement of Condition of the Trusts and the Portfolios of each
Trust. Part B contains general information about the Trusts. Part A may not be
distributed unless accompanied by Part B.
- -------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
PROSPECTUS PART A DATED JULY 17, 1996
Please read and retain both parts of this Prospectus for future reference.
Information contained herein is subject to completion or amendment. A
registration statement relating to these Securities has been filed with the
Securities and Exchange Commission. These Securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or
solicitation of an offer to buy nor shall there be any sale of these Securities
in any state in which said offer, solicitation or sale would be unlawful prior
to the registration or qualification under the Securities Laws of any state.
277790.1
<PAGE>
Each Trust is designed to have regularly scheduled payments of
principal during its life from a portfolio of Securities with laddered
maturities. The weighted average maturity of the securities in the portfolios
of each Trust will be specified in the final prospectus for the Trusts and may
vary materially from that of the previous Series. The value of the Units of the
Trusts will fluctuate with fluctuations in the value of the underlying
securities in the portfolios of each Trust. Therefore, Unit Holders who sell
their Units prior to termination of the Trusts may receive more or less than
their original purchase price upon sale. The estimated current return and
estimated long term return for each of these Series will depend on the interest
rates and offering prices of the securities and may vary materially from that
of the previous Series. Investors should contact account executives of the
Sponsor or of any underwriter who will be informed of the expected effective
date of each of these Series and who will be supplied with complete information
with respect to such Series on the day of and immediately prior to the
effectiveness of the registration statement relating to the Units of each of
these Series.
The sales charge for Qualified Unit Investment Liquid Trust Series
("QUILTS"), QUILTS Income Series 19, QUILTS Income - U.S. Treasury Series 20
and QUILTS Asset Builder - U.S. Treasury Series 21 is expected to be not in
excess of 4.50% of the Public Offering Price per 1,000 Units for each Trust
(4.712% of the net amount invested).
-2-
277790.1
<PAGE>
PART II--ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM A--BONDING ARRANGEMENTS
The employees of OCC Distributors are covered under Brokers' Blanket
Policy, Standard Form 14, in the amount of $1,000,000.
ITEM B--CONTENTS OF REGISTRATION STATEMENT
This Registration Statement on Form S-6 comprises the following papers
and documents:
The facing sheet on Form S-6.
The Cross-Reference Sheet.
The Prospectus consisting of pages.
Undertakings.
Signatures.
Listed below are the name and registration number of previous series of
Qualified Unit Investment Liquid Trust Series ("QUILTS"), the final prospectus
of which, properly supplemented, might be used as a preliminary prospectus for
Qualified Unit Investment Liquid Trust Series ("QUILTS"), QUILTS Income -- U.S.
Treasury Series 19, QUILTS Income -- U.S. Treasury Series 20 and QUILTS Asset
Builder -- U.S. Treasury Series 21.
These final prospectuses are incorporated herein by reference.
Quest for Value's Unit Investment Laddered Trust Series ("QUILTS"),
QUILTS Income -- U.S. Treasury Series 8, QUILTS Asset Builder -- U.S.
Treasury Series 9, QUILTS Income -- U.S. Treasury Series 10 and QUILTS
Asset Builder -- U.S. Treasury Series 11 (Registration No. 33-88060)
Quest for Value's Unit Investment Laddered Trust Series ("QUILTS"),
QUILTS Income -- U.S. Treasury Series 12, QUILTS Income -- U.S. Treasury
Series 13 and QUILTS Asset Builder -- U.S. Treasury Series 14
(Registration No. 33-60017)
Qualified Unit Investment Liquid Trust Series ("QUILTS"), QUILTS Asset
Builder -- U.S. Treasury Series 15, QUILTS Laddered Income -- U.S.
Treasury Series 16, QUILTS Laddered Income -- U.S. Treasury Series 17 and
QUILTS Laddered Income -- Corporate Bond Series 2 (Registration No.
33-62647)
Written consents of the following persons:
Battle Fowler LLP (included in Exhibit 3.1)
BDO Seidman, LLP
The Chase Manhattan Bank (National Association) (included in Exhibit
5.1)
The following exhibits:
*1.1 -- Reference Trust Agreements including certain Amendments to
the Trust Indenture and Agreement referred to under Exhibit
1.1.1 below.
1.1.1 -- Trust Indenture and Agreement (filed as Exhibit 1.1.1 to
Amendment No. 2 to Form S-6 Registration Statement No.
33-57284 of Quest for Value's Unit Investment Laddered Trust
Series ("QUILTS"), QUILTS Monthly Income -- U.S. Treasury
Series 1; QUILTS Monthly Income --
- --------
* To be filed by Amendment.
II-i
302689.1
<PAGE>
U.S. Treasury Series 2 and QUILTS Asset Builder -- U.S.
Treasury Series 3 on March 19, 1993 and incorporated herein by
reference).
1.3.4 -- Agreement of General Partnership of Quest for Value
Distributors dated July 9, 1987 (filed as Exhibit 1.3.4 to
Form S-6 Registration Statement No. 33-57284 of Quest for
Value's Unit Investment Laddered Treasury Securities
("QUILTS") on January 21, 1993 and incorporated herein by
reference).
1.4 -- Form of Master Agreement Among Underwriters (filed as
Exhibit 1.4 to Amendment No. 2 to Form S-6 Registration
Statement No. 33-57284 of Quest for Value's Unit Investment
Laddered Trust Series ("QUILTS"), QUILTS Monthly Income --
U.S. Treasury Series 1; QUILTS Monthly Income -- U.S. Treasury
Series 2 and QUILTS Asset Builder -- U.S. Treasury Series 3 on
March 19, 1993 and incorporated herein by reference).
2.1 -- Form of Certificate (filed as Exhibit 2.1 to Amendment No.
2 to Form S-6 Registration Statement No. 33-57284 of Quest for
Value's Unit Investment Laddered Trust Series ("QUILTS"),
QUILTS Monthly Income -- U.S. Treasury Series 1; QUILTS
Monthly Income -- U.S. Treasury Series 2 and QUILTS Asset
Builder -- U.S. Treasury Series 3 on March 19, 1993 and
incorporated herein by reference).
*3.1 -- Opinion of Battle Fowler LLP as to the legality of the
securities being registered, including their consent to the
filing thereof and to the use of their name under the headings
"Tax Status" and "Legal Opinions" in the Prospectus, and to
the filing of their opinion regarding tax status of the Trust.
*5.1 -- Consents of the Evaluators.
6.0 -- Powers of Attorney of Quest for Value Distributors, by the
majority of the Board of Directors and certain officers of
Oppenheimer Financial Corp., its Managing General Partner
(filed as Exhibit 6.0 to Amendment No. 2 to Form S-6
Registration Statement No. 33-57284 of Quest for Value's Unit
Investment Laddered Trust Series ("QUILTS"), QUILTS Monthly
Income -- U.S. Treasury Series 1; QUILTS Monthly Income --
U.S. Treasury Series 2 and QUILTS Asset Builder -- U.S.
Treasury Series 3 on March 19, 1993 and as Exhibit 6.0 to
Pre-Effective amendment No. 1 to Form S-6 Registration
Statement No. 33-57284 of Quest for Value's Investment Unit
Investment Laddered Trust Series ("QUILTS") on March 5, 1993
and incorporated herein by reference).
- --------
* To be filed by Amendment.
II-ii
302689.1
<PAGE>
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Qualified Unit Investment Liquid Trust Series ("QUILTS"), QUILTS
Income -- U.S. Treasury Series 19, QUILTS Income -- U.S. Treasury Series 20 and
QUILTS Asset Builder -- U.S. Treasury Series 21 has duly caused this
Registration Statement to be signed on its behalf by the undersigned, hereunto
duly authorized, in the City of New York and State of New York on the 17th day
of July, 1996.
QUALIFIED UNIT INVESTMENT LIQUID TRUST SERIES ("QUILTS"),
QUILTS INCOME -- U.S. TREASURY SERIES 19,
QUILTS INCOME -- U.S. TREASURY SERIES 20 AND
QUILTS ASSET BUILDER -- U.S. TREASURY SERIES 21
(Registrant)
OCC DISTRIBUTORS
(Depositor)
By: OPPENHEIMER FINANCIAL CORP.,
as Managing General Partner of the Depositor
By: /s/ SUSAN A. MURPHY
(Susan A. Murphy, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, who
constitute the principal officers and a majority of the directors of
Oppenheimer Financial Corp., the Managing General Partner of the Depositor, in
the capacities and on the date indicated.
NAME TITLE DATE
STEPHEN ROBERT* Chief Executive Officer and Director
Stephen Robert
NATHAN GANTCHER* Chief Operating Officer and Director
Nathan Gantcher
ROGER EINIGER* Chief Administrative Officer and Director
Roger Einiger
JOSEPH LAMOTTA* Director
Joseph LaMotta
ANTONIO FERNANDEZ* Chief Financial Officer and Treasurer
Antonio Fernandez
*By: /s/ SUSAN A. MURPHY July 17, 1996
(Susan A. Murphy, Attorney-in-Fact)
- --------
* Executed copy of Power of Attorney filed as Exhibit 6.0 to Amendment No. 2
to Registration Statement No. 33-57284 on March 19, 1993, and as Exhibit
6.0 to the Pre-Effective Amendment No. 1 to Registration Statement No.
33-57284 on March 5, 1993.
II-iii
302689.1
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CONSENT OF INDEPENDENT AUDITORS
The Sponsor, Trustee, and Unit Holders of
QUILTS Income -- U.S. Treasury Series 19
QUILTS Income -- U.S. Treasury Series 20
QUILTS Asset Builder -- U.S. Treasury Series 21
We have issued our report dated July 17, 1996 on the Statements of Condition
and Portfolios of Qualified Unit Investment Liquid Trust Series ("QUILTS"),
QUILTS Income -- U.S. Treasury Series 19 ("Income Series 19"), QUILTS Income --
U.S. Treasury Series 20 ("Income Series 20") and QUILTS Asset Builder -- U.S.
Treasury Series 21 ("Asset Builder Series 21") as of July 17, 1996 contained in
the Registration Statement on Form S-6 and the Prospectus. We consent to the
use of our report in the Registration Statement and Prospectus and to the use
of our name as it appears under the caption "Independent Auditors."
BDO Seidman, LLP
New York, New York
July 17, 1996
II-iv
302689.1
<PAGE>
BATTLE FOWLER LLP
A LIMITED LIABILITY PARTNERSHIP
75 East 55th Street
New York, New York 10022
(212) 856-7000
WRITER'S DIRECT DIAL NUMBER
(212) 856-6877
WRITER'S DIRECT FACSIMILE NUMBER
(212) 856-7816
July 17, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Qualified Unit Investment Liquid Trust Series
("QUILTS"), QUILTS Income - U.S. Treasury Series 19
QUILTS Income - U.S. Treasury Series 20 and
QUILTS Asset Builder - U.S. Treasury Series 21
Registration Statement on Form S-6
Gentlemen:
On behalf of OCC Distributors, Depositors of Qualified Unit
Investment Liquid Trust Series ("QUILTS"), QUILTS Income U.S. Treasury Series
19, QUILTS Income - U.S. Treasury Series 20 and QUILTS Asset Builder - U.S.
Treasury Series 21, transmitted herewith is a copy of the Registration
Statement on Form S-6 for filing under the Securities Act of 1933. We have wire
transferred funds in the amount of $500 on behalf of the Depositors to the
account of the Securities and Exchange Commission at Mellon Bank in payment of
the registration fee.
Mr. Frank Dalton and Ms. Kathy Tewey of the Commission Staff have
reviewed the Depositor's filings for prior series of the QUILTS Trust. It is
our understanding that Mr. John Duddey is the current examiner for QUILTS.
Please telephone the undersigned at (212) 856-6877, collect, at any time, with
any questions you may have or for any further information you may desire.
Very truly yours,
Gary D. Rawitz
Enclosures
cc: John Duddey
C/M: 11205.0014 386254.1
<PAGE>
