AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 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:
Glickenhaus Value Portfolios, The 1997 Equity Collection, Series I
B. NAME OF DEPOSITORS:
Glickenhaus & Co.
C. COMPLETE ADDRESS OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
Glickenhaus & Co.
6 East 43rd Street
New York, New York 10017
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY OF COMMENTS TO:
SETH M. GLICKENHAUS MICHAEL R. ROSELLA, Esq.
Glickenhaus & Co. Battle Fowler LLP
6 East 43rd Street 75 East 55th Street
New York, New York 10017 New York, New York 10022
(212) 856-6858
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Glickenhaus Value Portfolios, The
1997 Equity Collection, Series I 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:
Not Required
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.
360838.1
<PAGE>
GLICKENHAUS VALUE PORTFOLIOS
THE 1997 EQUITY COLLECTION, SERIES I
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>
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.......................... Sponsor
3. Name and address of trustee................................. Trustee
4. Name and address of principal underwriters.................. Sponsor, Underwriting Account, Back
Cover
5. State of organization of trust.............................. Organization
6. Execution and termination of trust agreement................ The Trust, Amendment and Termination of
the Trust Agreement
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........................ Rights of Unit Holders
(b) Cumulative or distributive securities.................. Rights of Unit Holders
(c) Redemption............................................. Rights of Unit Holders
(d) Conversion, transfer, etc.............................. Rights of Unit Holders
(e) Periodic payment plan.................................. Not Applicable
(f) Voting rights.......................................... Amendment and Termination of the Trust
Agreement
(g) Notice to certificateholders........................... Right of Unit Holders--Reports and
Records, Sponsor--Responsibility,
Trustee--Resignation Amendment and
Termination of
the Trust Agreement--Amendment
(h) Consents required...................................... Sponsor--Responsibility, Amendment and
Termination of the Trust Agreement
(i) Other provisions....................................... The Trust--Tax Status
11. Type of securities comprising units......................... Objectives, Portfolio
12. Certain information regarding periodic payment
certificates................................................ Not Applicable
i
360838.1
<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
13. (a) Load, fees, expenses, etc.............................. Summary of Essential Information, The
Trust--Expenses and Charges, Public
Offering--Offering Price, Public Offering--Market for Units,
Public Offering--Sponsor's and Underwriter's Profits
(b) Certain information regarding periodic
payment certificates................................... Not Applicable
(c) Certain percentages.................................... Public Offering--Offering Price
(d) Other loads, fees, expenses............................ Rights of Unit Holders--Certificates
(e) Certain profits receivable by depositors,
principal underwriters, trustee or
affiliated persons..................................... Public Offering--Offering Price, Public
Offering--Sponsor's and Underwriter's
Profits, Rights of Unit Holders--Redemption--Purchase by
the Sponsor of
Units Tendered for Redemption
(f) Ratio of annual charges to income...................... Not Applicable
14. Issuance of trust's securities.............................. The Trust, Rights of Unit Holders--Certificates
15. Receipt and handling of payments from purchasers............ Public Offering--Offering Price, Public
Offering--Sponsor's and Underwriter's
Profits, Amendment and Termination of the
Trust Agreement
16. Acquisition and disposition of underlying
securities.................................................. Organization, Objectives, Portfolio,
Sponsor--Responsibility
17. Withdrawal or redemption.................................... Public Offering--Market for Units, Rights
of Unit Holders--Redemption
18. (a) Receipt, custody and disposition of income............. Portfolio--General Considerations, The
Trust--Insurance on the Bonds, Public
Offering--Offering Price, Rights of Unit
Holders--Distribution of Interest and
Principal, Rights of Unit Holders--Reports
and Records, Amendment and Termination
of the Trust Agreement
(b) Reinvestment of distributions.......................... Automatic Accumulation Account
(c) Reserves or special funds.............................. The Trust--Expenses and Charges--Other
Charges, Rights of Unit Holders--Distribution
of Interest and Principal,
Amendment and Termination of the Trust
Agreement
(d) Schedule of distributions.............................. Not Applicable
19. Records, accounts and reports............................... Rights of Unit Holders--Reports and
Records; Rights of Unit Holders--Distribution
of Interest and Principal,
Amendment and Termination of the Trust
Agreement
ii
360838.1
<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
20. Certain miscellaneous provisions of trust
agreement
(a) Amendment.............................................. Sponsor--Resignation, Trustee--Resignation,
Trustee--Limitations on Liability,
Amendment and Termination of the Trust
Agreement
(b) Termination............................................ Sponsor--Resignation, Trustee--Resignation,
Trustee--Limitations on Liability,
Amendment and Termination of the Trust
Agreement
(c) and (d) Trustee, removal and successor.................. Sponsor--Resignation, Trustee--Resignation,
Trustee--Limitations on Liability,
Amendment and Termination of the Trust
Agreement
(e) and (f) Depositor, removal and successor................ Sponsor--Resignation, Trustee--Resignation,
Trustee--Limitations on Liability,
Amendment and Termination of the Trust
Agreement
21. Loans to security holders................................... Not Applicable
22. Limitations on liability.................................... Portfolio, Sponsor--Limitations on Liability,
Trustee--Limitations on Liability
23. Bonding arrangements........................................ Additional Information--Item A
24. Other material provisions of trust agreement................ Not Applicable
III. Organization, Personnel and Affiliated Persons of Depositor
25. Organization of depositor................................... Sponsor
26. Fees received by depositor.................................. Not Applicable
27. Business of depositor....................................... Sponsor
28. Certain information as to officials and affiliated
persons of depositor........................................ Contents of Registration Statement
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................ Public Offering--Distribution of Units
36. Suspension of sales of trust's securities................... Not Applicable
iii
360838.1
<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
37. Revocation of authority to distribute....................... Not Applicable
38. (a) Method of distribution................................. Public Offering--Distribution of Units,
Underwriting Account, Public Offering--
Sponsor's and Underwriter's Profits
(b) Underwriting agreements................................ Public Offering--Distribution of Units,
Underwriting Account, Public Offering--
Sponsor's and Underwriter's Profits
(c) Selling agreements..................................... Public Offering--Distribution of Units,
Underwriting Account, Public Offering--
Sponsor's and Underwriter's Profits
39. (a) Organization of principal underwriters................. Sponsor
(b) N.A.S.D. membership of principal
underwriters........................................... Sponsor
40. Certain fees received by principal underwriters............. Not Applicable
41. (a) Business of principal underwriters..................... Sponsor
(b) Branch offices of principal underwriters............... Not Applicable
(c) Salesmen of principal underwriters..................... Not Applicable
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.................................... Public Offering--Market for Units, Public
Offering--Offering Price, Public
Offering--Distribution of Units
(b) Schedule as to offering price.......................... Not Applicable
(c) Variation in offering price to certain
persons................................................ Public Offering--Offering Price, Public
Offering--Distribution of Units
45. Suspension of redemption rights............................. Not Applicable
46. (a) Redemption valuation................................... Rights of Unit Holders--Redemption--
Computation of Redemption Price per Unit
(b) Schedule as to redemption price........................ Not Applicable
47. Maintenance of position in underlying securities............ Public Offering--Market for Units; Public
Offering--Sponsor's and Underwriter's
Profits, Rights of Unit Holders--
Redemption--Purchase by the Sponsor of
Units Tendered for Redemption, Rights of
Unit Holders--Redemption--Computation of
Redemption Price per Unit
V. Information Concerning the Trustee or Custodian
48. Organization and regulation of trustee...................... Trustee
49. Fees and expenses of trustee................................ The Trust--Expenses and Charges, Rights
of Unit Holders--Distribution of Interest and
Principal
iv
360838.1
<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
50. Trustee's lien.............................................. The Trust--Expenses and Charges--Other
Charges, Rights of Unit Holders--
Distribution of Interest and Principal
VI. Information Concerning Insurance of Holders of Securities
51. Insurance of holders of trust's securities.................. Not Applicable
VII. Policy of Registrant
52. (a) Provisions of trust agreement with respect
to selection or elimination of underlying
securities............................................. Objectives, Portfolio, Sponsor--Responsibility
(b) Transactions involving elimination of
underlying securities.................................. Not Applicable
(c) Policy regarding substitution or elimination
of underlying securities............................... The Trust--Substitution of Bonds,
....................................................... Sponsor--Responsibility
(d) Fundamental policy not otherwise covered............... Not Applicable
53. Tax status of trust......................................... The Trust--Tax Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during last ten years.................... Not Applicable
55. Hypothetical account for issuers of periodic
payment plans............................................... Not Applicable
56. Certain information regarding periodic payment
certificates................................................ Not Applicable
57. Certain information regarding periodic payment
plans.........................................Not Applicable
58. Certain other information regarding periodic
payment plans............................................... Not Applicable
59. Financial statements (Instruction 1(c) to Form S-6)......... Statement of Condition
</TABLE>
v
360838.1
<PAGE>
SUBJECT TO COMPLETION
ISSUE DATE: DECEMBER 20, 1996
GLICKENHAUS VALUE PORTFOLIOS,
THE 1997 EQUITY COLLECTION, SERIES I
A final prospectus for a prior Series of Glickenhaus Value Portfolios,
The 1996 Equity Collection is hereby incorporated by reference and used as a
preliminary prospectus for The 1997 Equity Collection, Series I. The narrative
information and structure of the final prospectus for this Series will be
substantially the same as that of the previous final prospectus. Information
with respect to pricing, the term of the Trust, 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 because each Series
has a unique portfolio. Accordingly, the information contained herein with
regard to the previous Series should be considered as being included for
informational purposes only. Ratings of the securities in this Series are
expected to be comparable to those of the securities deposited in the previous
Series. However, the estimated current return and estimated long term return for
this Series will depend on the interest rates and offering prices of the
securities in this Series and may vary materially from that of the previous
Series. Investors should contact account executives of the underwriters who will
be informed of the expected effective date of this 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
Units of this Series.
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
OFFENSE.
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 the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
360762.1
<PAGE>
PART II--ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM A--BONDING ARRANGEMENTS
The employees of Glickenhaus & Co. are covered under Brokers' Blanket
Policy, Standard Form 14, in the amount of $5,000,000.
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
Glickenhaus Value Portfolios, the final prospectus of which, properly
suppplemented, might be used as a preliminary prospectus for Glickenhaus
Value Portfolios, The 1997 Equity Collection, Series I. These final
prospectuses are incorporated herein by reference:
Glickenhaus Value Portfolios, The 1996 Equity Collection
(Registration No. 33-64155)
Glickenhaus Value Portolios, The 1996 Equity Collection, Series 2
(Registration No. 333-02881)
Glickenhaus Value Portfolios, The 1996 Equity Collection,
Series III (Registration No. 333-11767)
Written consents of the following persons:
Battle Fowler LLP (included in Exhibit 3.1)
BDO Seidman, LLP
The following exhibits:
*1.1 -- Reference Trust Agreement 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. 33-64155
on January 24, 1996, and incorporated herein by reference).
1.3 -- Form of Selected Dealer Agreement (filed as Exhibit 1.3 to
Amendment No. 2 to Form S-6 Registration Statement No. 33-64155
on January 24, 1996, and incorporated herein by reference).
1.6 -- Restated Agreement of Limited Partnership of Glickenhaus &
Co. (filed as Exhibit 1.3 to Form S-6 Registration Statement
No. 2-95041 of Municipal Insured National Trust Series 1 on
December 21, 1984, and incorporated herein by reference).
- --------
* To be filed by Amendment.
II-i
360838.1
<PAGE>
1.6(a) -- Agreement of Amendment to Restated Agreement of Limited
Partnership of Glickenhaus & Co. (filed as Exhibit 1.3(a) to
Form S-6 Registration Statement No. 2-95041 of Municipal
Insured National Trust Series 1 on December 21, 1984, and
incorporated herein by reference).
1.6(b) -- Certificate of Amendment to Restated Agreement of Limited
Partnership of Glickenhaus & Co. (filed as Exhibit 1.3(b) to
Form S-6 Registration Statement No. 2-95041 of Municipal
Insured National Trust Series 1 on December 21, 1984, and
incorporated herein by reference).
1.6(c) -- Agreement of Amendment to Restated Agreement of Limited
Partnership of Glickenhaus & Co. (filed as Exhibit 1.3(c) to
Form S-6 Registration Statement No. 2-95041 of Municipal
Insured National Trust Series 1 on December 21, 1984, and
incorporated herein by reference).
1.6(d) -- Agreement of Amendment to Restated Agreement of Limited
Partnership of Glickenhaus & Co. (filed as Exhibit 1.2(d) to
Amendment No. 1 to Form S-6 Registration Statement No. 33-814
of Empire State Municipal Exempt Trust, Guaranteed Series 23 on
April 11, 1986, 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. 33-64155 on January 24,
1996, and incorporated herein by reference).
*3.1 -- Opinion of Battle Fowler LLP as to the legality of the
securities being registered.
4.1 -- Information as to Partners of Glickenhaus & Co. (filed as
Exhibit 4.1 to Amendment No. 1 to Form S-6 Registration
Statement No. 33-26577 of Empire State Municipal Exempt Trust,
Guaranteed Series 46 on April 19, 1989, and incorporated herein
by reference).
4.3 -- Affiliations of Sponsor with other investment companies (filed
as Exhibit 4.6 to Amendment No. 1 to Form S-6 Registration
Statement No. 2-95041 of Municipal Insured National Trust
Series 1 on March 21, 1985, and incorporated herein by
reference).
4.4 -- Stockbrokers' Bond and Policy, Form B for Glickenhaus & Co.
(filed as Exhibit 4.7 to Form S-6 Registration Statement No.
2-95041 of Municipal Insured National Trust Series 1 on
December 21, 1984, and incorporated herein by reference).
6.0 -- Copies of Powers of Attorney of General Partners of Glickenhaus
& Co. (filed as Exhibit 6.0 to Form S-6 Registration Number
33-64155 of Glickenhaus Value Portfolios, The 1996 Equity
Collection on November 13, 1995, and incorporated herein by
reference).
*27 -- Financial Data Schedule (for EDGAR filing only).
- --------
* To be filed by Amendment.
II-ii
360838.1
<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,
Glickenhaus Value Portfolios, The 1997 Equity Collection, Series I 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 20th day of December, 1996.
GLICKENHAUS VALUE PORTFOLIOS, THE 1997
EQUITY COLLECTION, Series I
By: GLICKENHAUS & CO.
(Sponsor)
By: /s/ BRIAN C. LAUX
(Brian C. Laux, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
ALFRED FEINMAN* General Partner
(Alfred Feinman)
SETH M. GLICKENHAUS* General Partner
(Seth M. Glickenhaus) Chief Investment Officer
STEVEN B. GREEN* Chief Financial Officer
(Steven B. Green)
*By: /s/ BRIAN C. LAUX December 20, 1996
(Brian C. Laux, Attorney-in-Fact)
- --------
* Executed copies of Powers of Attorney filed as Exhibit 6.0 to
Registration Statement No. 33-64155 on November 13, 1995.
II-iii
<PAGE>
CONSENT OF COUNSEL
The consent of counsel to the use of their name in the Prospectus included in
this Registration Statement is contained in their opinion filed as Exhibit 3.1
to this Registration Statement.
CONSENT OF INDEPENDENT AUDITORS
The Sponsor and Trustee of Glickenhaus Value Portfolios, The 1997 Equity
Collection, Series I
We hereby consent to the use in this Registration Statement No.
333-_____________ of our report dated December ___, 1996, relating to the
Statement of Condition of Glickenhaus Value Portfolios, The 1997 Equity
Collection, Series I and to the reference to our firm under the heading
"Auditors" in the Prospectus which is a part of such Registration Statement.
BDO SEIDMAN, LLP
New York, New York
December ___, 1997
II-iv
