<PAGE>
As filed with the Securities and Exchange Commission on February 19, 1999
Registration Nos. 333-64857
333-64863
333-64875
333-64867
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1
TO
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:
TAX EXEMPT SECURITIES TRUST
California Trust 167
Florida Trust 85
Maryland Trust 106
New York Trust 172
B. Name of depositor:
SALOMON SMITH BARNEY INC.
C. Complete address of depositor's principal executive offices:
SALOMON SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013
D. Name and complete address of agent for service:
LAURIE A. HESSLEIN
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Copy to:
MICHAEL R. ROSELLA, ESQ.
Battle Fowler LLP
75 East 55th Street
New York, New York 10022
E. Title and amount of Securities being registered:
An indefinite number of Units of beneficial interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.
F. Proposed maximum aggregate offering price to the public of the securities
being registered:
Indefinite
G. Amount of filing fee:
No filing fee required.
H. Approximate date of proposed sale to public:
As soon as practicable after the effective date of the registration statement.
[X] Check box if it is proposed that this filing will become effective
immediately upon filing pursuant to Rule 487.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
---------------------------------------------------------
Tax Exempt California Trust 167 Maryland Trust 106
Securities
Trust
Florida Trust 85 New York Trust 172
- ---------------------- ---------------------------------------------------
10,000 Units
Investors should read and retain this Prospectus for future reference.
In the opinion of counsel under existing law, interest income to the Trusts
and to Unit holders (except in certain instances depending upon the Unit
holders) is exempt from Federal income tax and from certain state and local
personal income taxes, to the extent indicated, in the state for which a State
Trust is named. Capital gains, if any, are subject to tax.
The Tax Exempt Securities Trust consists of separate underlying unit
investment trusts designated as California Trust 167, Florida Trust 85,
Maryland Trust 106 and New York Trust 172 (the "California Trust, "Florida
Trust," "Maryland Trust" and the "New York Trust," respectively) (the "Trusts"
or the "Trust" as the context requires and in the case of a Trust designated
by a state name, the "State Trust" or the "State Trusts," as the context
requires). Each Trust was formed to obtain for its Unit holders tax-exempt
interest income and conservation of capital through investment in a
professionally selected, fixed portfolio of municipal bonds rated at the time
of deposit in the category A or better by Standard & Poor's Ratings Group, a
division of McGraw-Hill, Inc. ("Standard & Poor's"), Moody's Investors
Service, Inc. ("Moody's"), Fitch Investors Service, Inc. ("Fitch") or Duff &
Phelps Credit Rating Co. ("Duff & Phelps"). (See "Portfolio of Securities".)
Each State Trust comprises a fixed portfolio of interest-bearing obligations
issued primarily by or on behalf of the state for which such State Trust is
named and counties, municipalities, authorities or political subdivisions
thereof. Interest on all bonds in each Trust is in the opinion of counsel
under existing law, with certain exceptions, exempt from regular Federal
income taxes (see Part B, "Taxes") and from certain state and local personal
income taxes in the state for which a State Trust is named, but may be subject
to other state and local taxes. (See discussions of State and local taxes in
Part C.)
The Public Offering Price of the Units of each Trust during the initial public
offering period is equal to the aggregate offering price of the underlying
bonds in the Trust's portfolio divided by the number of Units outstanding in
such Trust, plus a sales charge. In addition, during the initial public
offering period, cash in an amount sufficient to reimburse the Sponsor for the
per Unit portion of all or part of the estimated organization costs (the
"organization costs") of a Trust will be added to the Public Offering Price
per Unit. The Public Offering Price of the Units of each Trust following the
initial public offering period is equal to the aggregate bid price of the
underlying bonds in the Trust's portfolio divided by the number of Units
outstanding in such Trust, plus a sales charge. During the initial public
offering period the sales charge is equal to 4.70% of the Public Offering
Price (4.932% of the aggregate offering price of the bonds per Unit) for each
Trust, and following the initial public offering period this charge will be
equal to 5.00% of the Public Offering Price (5.263% of the aggregate bid price
of the bonds per Unit) for each Trust. See Part B, "Public Offering--
Distribution of Units" for a description of the initial public offering
period. If the Units had been available for sale on February 18, 1999, the
Public Offering Price per Unit (including the sales charge and estimated
organization costs) would have been $1,034.16, $1,039.65, $1,046.04, and
$1,041.27 for the California Trust, Florida Trust, Maryland Trust and New York
Trust, respectively. In addition, there will be added an amount equal to
accrued interest commencing on the day after the Date of Deposit through the
date of settlement (normally three business days after purchase).
The Sponsor, although not obligated to do so, intends to maintain a market for
the Units of the Trusts at prices based upon the aggregate bid price of the
underlying bonds, as more fully described under "Public Offering--Market for
Units" in Part B. If such a market is not maintained, a Unit holder will be
able to dispose of his Units through redemption, at prices that are also based
upon the aggregate bid price of the underlying bonds. Units can be sold at any
time without fee or penalty.
Monthly Distributions of principal and interest received by each Trust will be
made on or shortly after the fifteenth day of each month to holders of record
on the first day of that month. For further information regarding the
distributions by each Trust, see "Summary of Essential Information".
- -------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
- -------------------------------------------------------------------------------
Salomon Smith Barney
The date of this Prospectus is February 19, 1999
<PAGE>
TAX EXEMPT SECURITIES TRUST
SUMMARY OF ESSENTIAL INFORMATION AS OF FEBRUARY 18, 1999 +
Sponsor Record Dates
Salomon Smith Barney Inc.
The first day of each month,
commencing March 1, 1999
Trustee
Distribution Dates
The Chase Manhattan Bank
The fifteenth day of each
month,** commencing March 15,
1999
Evaluator
Kenny S & P Evaluation Services,
a business unit of J.J. Kenny Evaluation Time
Company, Inc.
As of 1:00 P.M. on the Date of
Deposit. Thereafter, as of
4:00 P.M. New York Time.
Date of Deposit and of Trust
Agreement
Evaluator's Fee
February 18, 1999
Mandatory Termination Date* The Evaluator will receive a
fee of $.29 per bond per
evaluation. (See Part B,
"Evaluator--Responsibility"
and "Public Offering--Offering
Price".)
Each Trust will terminate on the
date of maturity, redemption,
sale or other disposition of the
last Bond held in the Trust.
Sponsor's Annual Portfolio
Supervision Fee***
Maximum of $.25 per $1,000
face amount of the underlying
Bonds.
- -------
+ The Date of Deposit. The Date of Deposit is the date on which the Trust
Agreement was signed and the deposit with the Trustee was made.
* The actual date of termination of each Trust may be considerably earlier
(see Part B, "Amendment and Termination of the Trust Agreement--
Termination").
** The first monthly income distribution of $1.46, $1.47, $1.47 and $1.47
for the California Trust, Florida Trust, Maryland Trust and New York
Trust, respectively, will be made on March 15, 1999.
*** In addition to this amount, the Sponsor may be reimbursed for bookkeeping
and other administrative expenses not exceeding its actual costs.
A-2
<PAGE>
<TABLE>
<CAPTION>
California Florida Maryland New York
Trust 167 Trust 85 Trust 106 Trust 172
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Principal Amount of Bonds in
Trust......................... $3,000,000 $2,000,000 $2,000,000 $3,000,000
Number of Units................ 3,000 2,000 2,000 3,000
Principal Amount of Bonds in
Trust per Unit................ $ 1,000 $ 1,000 $ 1,000 $ 1,000
Fractional Undivided Interest
in Trust per Unit............. 1/3,000 1/2,000 1/2,000 1/3,000
Minimum Value of Trust:
Trust Agreement may be Termi-
nated if Principal Amount is
less than................... $1,500,000 $1,000,000 $1,000,000 $1,500,000
Calculation of Public Offering
Price per Unit*:
Aggregate Offering Price of
Bonds in Trust.............. $2,949,515 $1,976,803 $1,988,976 $2,969,851
========== ========== ========== ==========
Divided by Number of Units... $ 983.17 $ 988.40 $ 994.49 $ 989.95
Plus: Sales Charge (4.70% of
the Public Offering Price).. $ 48.49 $ 48.75 $ 49.05 $ 48.82
---------- ---------- ---------- ----------
Public Offering Price per
Unit........................ $ 1,031.66 $ 1,037.15 $ 1,043.54 $ 1,038.77
Plus: Estimated Organization
Expenses**.................. $ 2.50 $ 2.50 $ 2.50 $ 2.50
Plus: Accrued Interest*...... $ .79 $ .80 $ .80 $ .80
---------- ---------- ---------- ----------
Total...................... $ 1,034.95 $ 1,040.45 $ 1,046.84 $ 1,042.07
========== ========== ========== ==========
Sponsor's Initial Repurchase
Price per Unit (per Unit Of-
fering Price of Bonds)***... $ 983.17 $ 988.40 $ 994.49 $ 989.95
Approximate Redemption Price
per Unit (per Unit Bid Price
of Bonds)***................ $ 979.17 $ 984.40 $ 990.49 $ 985.95
---------- ---------- ---------- ----------
Difference Between per Unit Of-
fering and Bid Prices of
Bonds......................... $ 4.00 $ 4.00 $ 4.00 $ 4.00
========== ========== ========== ==========
Calculation of Estimated Net
Annual Income per Unit:
Estimated Annual Income per
Unit........................ $ 49.80 $ 50.05 $ 49.87 $ 49.85
Less: Estimated Trustee's An-
nual Fee****................ $ 1.14 $ 1.14 $ 1.14 $ 1.14
Less: Other Estimated Annual
Expenses.................... $ .66 $ .67 $ .61 $ .59
---------- ---------- ---------- ----------
Estimated Net Annual Income
per Unit.................... $ 48.00 $ 48.24 $ 48.12 $ 48.12
========== ========== ========== ==========
Calculation of Monthly Income
Distribution per Unit:
Estimated Net Annual Income
per Unit.................... $ 48.00 $ 48.24 $ 48.12 $ 48.12
Divided by 12................ $ 4.00 $ 4.02 $ 4.01 $ 4.01
Accrued interest from the day
after the Date of Deposit to
the first record date***.... $ 1.46 $ 1.47 $ 1.47 $ 1.47
First distribution per unit.... $ 1.46 $ 1.47 $ 1.47 $ 1.47
Daily Rate (360-day basis) of
Income Accrual per Unit....... $ .1333 $ .1340 $ .1336 $ .1336
Estimated Current Return based
on Public Offering Price*****. 4.64% 4.64% 4.60% 4.62%
Estimated Long-Term Re-
turn*****..................... 4.62% 4.62% 4.45% 4.52%
</TABLE>
- -------
* Accrued interest will be commencing on the day after the Date of Deposit
through the date of settlement (normally three business days after
purchase).
** Investors will reimburse the Sponsor, on a per Unit basis, all or a
portion of the estimated costs incurred in organizing the Trust--
including costs of preparing the registration statement, the trust
indenture and other closing documents, registering units with the SEC
and the states and the initial audit of the Trust's portfolios. The
estimated organization costs will be paid to the Sponsor from the assets
of a Trust as of the close of the initial public offering period. To the
extent that actual organization costs are less than the estimated
amount, only the actual organization costs will be deducted from the
assets of a Trust.
*** This figure will also include accrued interest from the day after the
Date of Deposit to the date of settlement (normally three business days
after purchase) and the net cash on hand in the relevant Trust, accrued
expenses of such Trust and amounts distributable to holders of record of
Units of such Trust as of a date prior to the computation date, on a pro
rata share basis. As of the close of the initial offering period, the
Redemption Price per Unit and the Sponsor's Repurchase Price per Unit
for each Trust will be reduced to reflect the payment of the per Unit
organization costs. (See Part B, "Redemption of Units--Computation of
Redemption Price per Unit.")
**** Per $1,000 principal amount of Bonds, plus expenses. (See Part B,
"Rights of Unit Holders--Distribution of Interest and Principal.").
***** The Estimated Current Return is calculated by dividing the Estimated Net
Annual Interest Income per Unit by the Public Offering Price per Unit.
The Estimated Net Annual Interest Income per Unit will vary with changes
in fees and expenses of the Trustee and the Evaluator and with the
principal prepayment, redemption, maturity, exchange or sale of Bonds
while the Public Offering Price will vary with changes in the offering
price of the underlying Bonds; therefore, there is no assurance that the
present Estimated Current Return indicated above will be realized in the
future. The Estimated Long-Term Return is calculated using a formula
which (1) takes into consideration, and factors in the relative
weightings of, the market values, yields (which takes into account the
amortization of premiums and the accretion of discounts) and estimated
retirements of all of the Bonds in the Trust and (2) takes into account
the expenses and sales charge associated with each Unit. Since the
market values and estimated retirements of the Bonds and the expenses of
the Trust will change, there is no assurance that the present Estimated
Long-Term Return as indicated above will be realized in the future. The
Estimated Current Return and Estimated Long-Term Return are expected to
differ because the calculation of the Estimated Long-Term Return
reflects the estimated date and amount of principal returned while the
Estimated Current Return calculations include only Net Annual Interest
Income and Public Offering Price as of the Date of Deposit.
A-3
<PAGE>
Portfolio Summary as of Date of Deposit
California Trust 167
The Portfolio of the California Trust contains 11 issues of Bonds of issuers
located in the State of California. One of the issues (representing
approximately 8.2%* of the Bonds in the Trust) is a general obligation of a
governmental entity and is backed by the taxing power of that entity. The
remaining issues are payable from the income of specific projects or
authorities and are not supported by the issuer's power to levy taxes.
Although income to pay such Bonds may be derived from more than one source,
the primary sources of such income and the percentage of the Bonds in this
Trust deriving income from such sources are as follows: hospital and health
care facilities: 42.3%; transportation facilities: 9.9%; water and sewer
facilities: 6.0%; public improvement facilities: 17.2%; and tax allocation:
16.4%. The Trust is considered to be concentrated in hospital and health care
facilities issues.+ (See Part B, "Tax Exempt Securities Trust--Risk Factors"
for a brief summary of additional considerations relating to certain of these
issues). 66.1% of the Bonds in this Trust are insured as to timely payment of
principal and interest by certain insurance companies (ACA, 25.4%, AMBAC,
16.4%, and MBIA, 24.3%) (see Part B, "Tax Exempt Securities Trust--Risk
Factors--Insurance".) Nine Bonds in this Trust have been issued with an
"original issue discount." (See Part B, "Taxes.") The average life to maturity
of the Bonds in the California Trust is 29.0 years.
As of the Date of Deposit, 79.8% of the Bonds in this Trust are rated by
Standard & Poor's (40.7% rated AAA, and 39.1% rated A); and 20.2% are rated by
Moody's (8.2% rated Aa and 12.0% rated A). For a description of the meaning of
the applicable rating symbols as published by the rating agencies, see Part B,
"Bond Ratings." It should be emphasized, however, that the ratings of the
rating agencies represent their opinions as to the quality of the Bonds which
they undertake to rate, and that these ratings are general and are not
absolute standards of quality and may change from time to time.
27.4% of the Bonds in the California Trust were acquired from the Sponsor as
sole underwriter or from an underwriting syndicate in which the Sponsor
participated, or otherwise from the Sponsor's own organization (See Part B
"Public Offering--Sponsor's and Underwriters' Profits.")
Florida Trust 85
The Portfolio of the Florida Trust contains 8 issues of Bonds of issuers
located in the State of Florida. All of the issues are payable from the income
of specific projects or authorities and are not supported by the issuer's
power to levy taxes. Although income to pay such Bonds may be derived from
more than one source, the primary sources of such income and the percentage of
the Bonds in this Trust deriving income from such sources are as follows:
hospital and health care facilities: 27.4%*; housing facilities: 10.3%; power
facilities: 25.3%; educational facilities: 24.7%; and other: 12.3%. The Trust
is considered to be concentrated in hospital and health care facilities and
power facilities issues.+ (See Part B, "Tax Exempt Securities Trust--Risk
Factors" for a brief summary of additional considerations relating to certain
of these issues.) 74.5% of the Bonds in this Trust are insured as to timely
payment of principal and interest by certain insurance companies (ACA, 10.3%,
AGI, 24.7%, AMBAC, 27.2% and MBIA, 12.3%) (see Part B, "Tax Exempt Securities
Trust--Risk Factors--Insurance"). Seven Bonds in this Trust have been issued
with an "original issue discount." (See Part B, "Taxes. ") The average life to
maturity of the Bonds in the Florida Trust is 26.3 years.
- -------
* Percentages computed on the basis of the aggregate offering price of the
Bonds in the Trust on the Date of Deposit.
+ A Trust is considered to be "concentrated" in a particular category when the
Bonds in that category constitute 25% or more of the aggregate offering price
of the Bonds in the Trust.
A-4
<PAGE>
As of the Date of Deposit, 100% of the Bonds in this Trust are rated by
Standard & Poor's (39.5% rated AAA, 37.6% rated AA and 22.9% rated A). For a
description of the meaning of the applicable rating symbols as published by
the rating agencies, see Part B, "Bond Ratings." It should be emphasized,
however, that the ratings of the rating agencies represent their opinions as
to the quality of the Bonds which they undertake to rate, and that these
ratings are general and are not absolute standards of quality and may change
from time to time.
12.6% of the Bonds in the Florida Trust were acquired from the Sponsor as
sole underwriter or from an underwriting syndicate in which the Sponsor
participated, or otherwise from the Sponsor's own organization (See Part B,
"Public Offering--Sponsor's and Underwriters' Profits.")
Maryland Trust 106
The Portfolio of the Maryland Trust contains 7 issues of Bonds of issuers
located in the State of Maryland and the Commonwealth of Puerto Rico. Of the
Bonds in this Trust, one was issued by an issuer in the Commonwealth of Puerto
Rico (representing 14.2%* of the Bonds in the Trust) and was issued to finance
public improvement facilities. The remaining issues are payable from the
income of specific projects or authorities and are not supported by the
issuer's power to levy taxes. Although income to pay such Bonds may be derived
from more than one source, the primary sources of such income and the
percentage of the Bonds in this Trust deriving income from such sources are as
follows: hospital and health care facilities: 72.5%; and education facilities:
13.3%. The Trust is considered to be concentrated in hospital and health care
facilities issues.+ (See Part B, "Tax Exempt Securities Trust--Risk Factors"
for a brief summary of additional considerations relating to certain of these
issues). 37.3% of the Bonds in this Trust are insured as to timely payment of
principal and interest by certain insurance companies (ACA, 6.0% and FSA,
31.3%) (see Part B, "Tax Exempt Securities Trust--Risk Factors--Insurance").
Six Bonds in this Trust have been issued with an "original issue discount"
(See Part B, "Taxes.") The average life to maturity of the Bonds in the
Maryland Trust is 25.2 years.
As of the Date of Deposit, 49.0% of the Bonds in this Trust are rated by
Standard & Poor's ( 21.5% rated AAA, 7.3% rated AA and 20.2% rated A); and
51.0% are rated by Moody's (9.7% rated Aaa and 41.3% rated A). For a
description of the meaning of the applicable rating symbols as published by
the rating agencies, see Part B, "Bond Ratings." It should be emphasized,
however, that the ratings of the rating agencies represent their opinions as
to the quality of the Bonds which they undertake to rate, and that these
ratings are general and are not absolute standards of quality and may change
from time to time.
None of the Bonds in the Maryland Trust were acquired from the Sponsor as
sole underwriter or from an underwriting syndicate in which the Sponsor
participated, or otherwise from the Sponsor's own organization. (See Part B
"Public Offering--Sponsor's and Underwriters' Profits.")
New York Trust 172
The Portfolio of the New York Trust contains 12 issues of Bonds of issuers
located in the State of New York and the Commonwealth of Puerto Rico. Of the
Bonds in this Trust, two were issued by an issuer in the Commonwealth of
Puerto Rico (representing 14.5%* of the Bonds in the Trust) and were issued to
finance public improvement facilities.
- -------
* Percentages computed on the basis of the aggregate offering price of the
Bonds in the Trust on the Date of Deposit.
+ A Trust is considered to be "concentrated" in a particular category when the
Bonds in that category constitute 25% or more of the aggregate offering price
of the Bonds in the Trust.
A-5
<PAGE>
One of the issues (representing approximately 3.4% of the Bonds in the Trust)
is a general~ obligation of a governmental entity and is backed by the taxing
power of that entity. The remaining issues are payable from the income of
specific projects or authorities and are not supported by the issuer's power
to levy taxes. Although income to pay such Bonds may be derived from more than
one source, the primary sources of such income and the percentage of the Bonds
in this Trust deriving income from such sources are as follows: hospital and
health care facilities: 13.2%; power facilities: 17.2%; transportation
facilities: 3.5%; water and sewer facilities: 18.4%; public improvement
facilities 12.9%; and correctional facilities 16.9%. 25.2% of the Bonds in
this Trust are insured as to timely payment of principal and interest by
certain insurance companies (AMBAC, 3.3%; Connie Lee, 3.5%; FGIC, 9.8% and
FSA, 8.6%) (see Part B, "Tax Exempt Securities Trust--Risk Factors--
Insurance"). Twelve Bonds in this Trust have been issued with an "original
issue discount." (See Part B, "Taxes.") The average life to maturity of the
Bonds in the New York Trust is 27.4 years.
As of the Date of Deposit, 73.3% of the Bonds in this Trust are rated by
Standard & Poor's (25.2% rated AAA, 12.9% rated AA and 35.2% rated A); 9.8%
are rated Aa by Moody's; and 16.9% are rated A by Fitch. For a description of
the meaning of the applicable rating symbols as published by the rating
agencies, see Part B, "Bond Ratings." It should be emphasized, however, that
the ratings of the rating agencies represent their opinions as to the quality
of the Bonds which they undertake to rate, and that these ratings are general
and are not absolute standards of quality and may change from time to time.
3.3% of the Bonds in the New York Trust were acquired from the Sponsor as
sole underwriter or from an underwriting syndicate in which the Sponsor
participated, or otherwise from the Sponsor's own organization. (See Part B,
"Public Offering--Sponsor's and Underwriters' Profits.")
- -------
+ A Trust is considered to be "concentrated" in a particular category when the
Bonds in that category constitute 25% or more of the aggregate offering price
of the Bonds in the Trust.
A-6
<PAGE>
UNDERWRITING
The names and addresses of the Underwriters and the number of Units to be
sold by them are as follows:
<TABLE>
<CAPTION>
Units
---------------------------------------
California Florida Maryland New York
Trust 167 Trust 85 Trust 106 Trust 172
---------- -------- --------- ---------
<S> <C> <C> <C> <C>
Salomon Smith Barney Inc. .............. 2,900 1,750 1,900 2,650
388 Greenwich Street
New York, New York 10013
Gruntal & Co. Incorporated.............. 100 250 100 100
1 Liberty Plaza
New York, New York 10006
Oppenheimer & Co., Inc.................. -- -- -- 250
Oppenheimer Tower
One World Financial Center
New York, New York 10281
----- ----- ----- -----
Total................................... 3,000 2,000 2,000 3,000
===== ===== ===== =====
</TABLE>
A-7
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Sponsor, Trustee and Unit Holders of Tax Exempt Securities Trust,
California Trust 167, Florida Trust 85, Maryland Trust 106 and New York Trust
172:
We have audited the accompanying statements of financial condition,
including the portfolios of securities, of each of the respective trusts
constituting Tax Exempt Securities Trust, California Trust 167, Florida Trust
85, Maryland Trust 106 and New York Trust 172 as of February 18, 1999. These
financial statements are the responsibility of the Trustee (see note 6 to the
statements of financial condition). Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statements of financial
condition are free of material misstatement. An audit of a statement of
financial condition includes examining, on a test basis, evidence supporting
the amounts and disclosures in that statement of financial condition. Our
procedures included confirmation with the Trustee of an irrevocable letter of
credit deposited on February 18, 1999, for the purchase of securities, as
shown in the statements of financial condition and portfolios of securities.
An audit of a statement of financial condition also includes assessing the
accounting principles used and significant estimates made by the Trustee, as
well as evaluating the overall statement of financial condition presentation.
We believe that our audits of the statements of financial condition provide a
reasonable basis for our opinion.
In our opinion, the statements of financial condition referred to above
present fairly, in all material respects, the financial position of each of
the respective trusts constituting Tax Exempt Securities Trust, California
Trust 167, Florida Trust 85, Maryland Trust 106 and New York Trust 172 as of
February 18, 1999, in conformity with generally accepted accounting
principles.
KPMG LLP
New York, New York
February 18, 1999
A-8
<PAGE>
TAX EXEMPT SECURITIES TRUST
STATEMENTS OF FINANCIAL CONDITION
AS OF DATE OF DEPOSIT, FEBRUARY 18, 1999
<TABLE>
<CAPTION>
TRUST PROPERTY
-------------------------------------------
California Florida Maryland New York
Trust 167 Trust 85 Trust 106 Trust 172
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Investment in Tax-Exempt Securi-
ties:
Bonds represented by purchase
contracts backed by letter of
credit (1)...................... $2,949,515 $1,976,803 $1,988,976 $2,969,851
Accrued interest through the Date
of Deposit on underlying bonds
(1)(2)............................ 20,588 18,964 13,919 25,826
Cash (3)........................... 7,500 5,000 5,000 7,500
---------- ---------- ---------- ----------
Total.......................... $2,977,603 $2,000,767 $2,007,895 $3,003,177
========== ========== ========== ==========
<CAPTION>
LIABILITIES AND INTEREST OF UNIT HOLDERS
-------------------------------------------
<S> <C> <C> <C> <C>
Liabilities:
Accrued interest through the Date
of Deposit on underlying bonds
(1)(2).......................... $ 20,588 $ 18,964 $ 13,919 $ 25,826
Reimbursement to Sponsor for Or-
ganization Costs (3)............ 7,500 5,000 5,000 7,500
---------- ---------- ---------- ----------
28,088 23,964 18,919 33,326
---------- ---------- ---------- ----------
Interest of Unit Holders:
Units of fractional undivided in-
terest outstanding (California
Trust 167: 3,000; Florida Trust
85: 2,000; Maryland Trust 106:
2,000; New York Trust
172: 3,000); Cost to
investors (4)................... 3,102,480 2,079,300 2,092,080 3,123,810
Less--Gross underwriting commis-
sion (5)....................... 145,465 97,497 98,104 146,459
Less--Organization Costs (3).... 7,500 5,000 5,000 7,500
---------- ---------- ---------- ----------
Net amount applicable to invest-
ors............................ 2,949,515 1,976,803 1,988,976 2,969,851
---------- ---------- ---------- ----------
Total.......................... $2,977,603 $2,000,767 $2,007,895 $3,003,177
========== ========== ========== ==========
</TABLE>
(1) Aggregate cost to each Trust of the Bonds listed under the Portfolios of
Securities on the immediately following pages is based on offering prices
as of 1:00 P.M. on February 18, 1999, the Date of Deposit, determined by
the Evaluator on the basis set forth in Part B, "Public Offering--Offering
Price." Svenska Handelsbanken issued an irrevocable letter of credit in
the aggregate principal amount of $11,000,000 which was deposited with the
Trustee for the purchase of $10,000,000 principal amount of Bonds in all
of the Trusts, pursuant to contracts to purchase such Bonds at the
aggregate cost of $9,885,146 plus $79,297 representing accrued interest
thereon through the Date of Deposit.
(2) The Indenture provides that the Trustee will advance amounts equal to the
accrued interest on the underlying securities of each Trust (net of
accrued expenses) through the Date of Deposit and that such amounts will
be distributed to the Sponsor as Unit holder of record on such date, as
set forth in Part B, "Rights of Unit Holders--Distribution of Interest and
Principal."
(3) A portion of the Public Offering Price consists of cash in an amount
sufficient to reimburse the Sponsor for the per Unit portion of all or a
part of the organization costs of establishing a Trust. These costs have
been estimated at $2.50, $2.50, $2.50 and $2.50 per Unit for the
California Trust, Florida Trust, Maryland Trust and New York Trust,
respectively. A payment will be made as of the close of the initial public
offering period to an account maintained by the Trustee from which the
obligation of the investors to the Sponsor will be satisfied. To the
extent that actual organization expenses are less than the estimated
amount, only the actual organization expenses will be deducted from the
assets of a Trust.
(4) Aggregate public offering price (exclusive of interest) computed on 3,000,
2,000, 2,000 and 3,000 Units of California Trust, Florida Trust, Maryland
Trust and New York Trust, respectively, on the basis set forth in Part B,
"Public Offering--Offering Price."
(5) Sales charge of 4.70% computed on 3,000, 2,000, 2,000 and 3,000 Units of
California Trust, Florida Trust, Maryland Trust and New York Trust,
respectively, on the basis set forth in Part B, "Public Offering--Offering
Price."
(6) The Trustee has custody of and responsibility for all accounting and
financial books, records, financial statements and related data of each
Trust and is responsible for establishing and maintaining a system of
internal controls directly related to, and designed to provide reasonable
assurance as to the integrity and reliability of, financial reporting of
each Trust. The Trustee is also responsible for all estimates and accruals
reflected in each Trust's financial statements. The Evaluator determines
the price for each underlying Bond included in each Trust's Portfolio of
Securities on the basis set forth in Part B, "Public Offering--Offering
Price."
A-9
<PAGE>
TAX EXEMPT SECURITIES TRUST
CALIFORNIA TRUST 167--PORTFOLIO OF SECURITIES AS OF FEBRUARY 18, 1999
<TABLE>
<CAPTION>
Cost of Yield on Annual
Redemption Securities Date of Interest
Aggregate Securities Represented Ratings Provisions to Trust Deposit Income
Principal by Purchase Contracts (1) (2) (3)(4) (4) to Trust
--------- ------------------------ ------- ----------------- ---------- -------- --------
<C> <C> <S> <C> <C> <C> <C> <C>
1. $250,000 State of California, Aa3* 12/1/08 @ 101 $ 242,235 4.950% $ 11,875
Various Purpose General SF 12/1/25 @ 100
Obligation Bonds, 4.75%
Due 12/1/2028
2. 250,000 California Health A+ 1/1/08 @ 102 249,750 5.107 12,750
Facilities Financing SF 1/1/20 @ 100
Authority, Insured
Health Facility Revenue
Bonds, Sunny View
Lutheran Home, 5.10% Due
1/1/2024
3. 250,000 California Health AAA 7/15/09 @ 101 247,868 5.050 12,500
Facilities Financing SF 8/15/36 @ 100
Authority, Insured
Revenue Bonds, Sutter
Health, MBIA Insured,
5.00% Due 8/15/2038
4. 300,000 Alameda, California, AAA 10/1/09 @ 101 291,159 4.950 14,250
Corridor Transportation SF 10/1/22 @ 100
Authority, Tax-Exempt
Senior Lien Revenue
Bonds, MBIA Insured,
4.75% Due 10/1/2025
5. 350,000 City of Calabasas, A2* 12/1/09 @ 102 353,500 5.141 18,375
California, Certificates SF 12/1/21 @ 100
of Participation, Public
Facilities Project,
5.25% Due 12/1/2028
6. 325,000 Intercommunity Hospital A 11/1/08 @ 102 324,675 5.257 17,062
Financing Authority, SF 11/1/10 @ 100
California, Certificates
of Participation, ACA
Insured, 5.25% Due
11/1/2019
7. 200,000 Department of Water and AAA 10/15/08 @ 101 178,178 4.900 8,500
Power of The City of Los SF 10/15/31 @ 100
Angeles, California,
Water Works Revenue
Bonds, MBIA Insured,
4.25% Due 10/15/2034
8. 300,000 Northern Inyo County, A 12/1/08 @ 102 299,700 5.306 15,900
California, Local SF 12/1/21 @ 100
Hospital District
Revenue Bonds, ACA
Insured, 5.30% Due
12/1/2028
9. 500,000 Redevelopment Agency of AAA 8/1/08 @ 101 484,340 4.950 23,750
the City of San Jose, SF 8/1/24 @ 100
California, Merged Area
Redevelopment Project,
Tax Allocation Refunding
Bonds, AMBAC Insured,
4.75% Due 8/1/2029
10. 150,000 Redevelopment Agency of A 5/1/08 @ 102 153,235 5.000 7,875
the City of San Jose, SF 8/1/27 @ 100
California, Merged Area
Redevelopment Project,
Tax Allocation Bonds,
5.25% Due 8/1/2029
11. 125,000 Sierra View Local Health A 7/1/08 @ 101 124,875 5.250 6,563
Care District, Tulare SF 7/1/13 @ 100
County, California,
Refunding Revenue Bonds,
ACA Insured, 5.25% Due
7/1/2018
---------- ---------- --------
$3,000,000 $2,949,515 $149,400
========== ========== ========
</TABLE>
A-10
<PAGE>
TAX EXEMPT SECURITIES TRUST
FLORIDA TRUST 85--PORTFOLIO OF SECURITIES
AS OF FEBRUARY 18, 1999
<TABLE>
<CAPTION>
Cost of Yield on Annual
Redemption Securities Date of Interest
Aggregate Securities Represented Ratings Provisions to Trust Deposit Income
Principal by Purchase Contracts (1) (2) (3)(4) (4) to Trust
--------- ------------------------ ------- ----------------- ---------- -------- --------
<C> <C> <S> <C> <C> <C> <C> <C>
1. $ 250,000 The Board of Regents, AA 5/1/09 @ 101 $ 244,348 5.150% $ 12,500
State University System SF 5/1/24 @ 100
of Florida, Certificates
of Participation,
Florida Atlantic
University Foundation,
Inc., Asset Guaranty
Insured, 5.00% Due
5/1/2028
2. 200,000 Clearwater, Florida, A 5/1/13 @ 100 203,990 5.100 10,600
Housing Authority, SF 5/1/14 @ 100
Housing Revenue
Refunding Bonds, The
Hamptons at Clearwater,
ACA Insured, 5.30% Due
5/1/2018
3. 250,000 City of Gainesville, AA 10/1/06 @ 102 255,682 4.900 13,000
Florida, Utilities SF 10/1/17 @ 100
System Revenue Bonds,
5.20% Due 10/1/2022
4. 250,000 Hillsborough County AA 12/1/08 @ 102 244,300 5.150 12,500
Educational Facilities SF 12/1/19 @ 100
Authority, Florida,
Revenue Bonds,
University of Tampa
Project, Asset Guaranty
Insured, 5.00% Due
12/1/2028
5. 250,000 Highlands, County, A- 11/15/08 @ 101 248,117 5.300 13,125
Florida, Health SF 11/15/21 @ 100
Facilities Authority,
Hospital Revenue Bonds,
Adventist Health
System/Sunbelt Obligated
Group, 5.25% Due
11/15/2028
6. 250,000 Orange County, Florida, AAA 10/1/09 @ 100 242,770 4.950 11,875
Tourist Development Tax SF 10/1/22 @ 100
Refunding Revenue Bonds,
AMBAC Insured, 4.75% Due
10/1/2024
7. 250,000 City of Plant City, AAA 10/1/09 @ 101 243,395 4.950 11,875
Florida, Utility System SF 10/1/19 @ 100
Refunding and
Improvement Revenue
Bonds, MBIA Insured,
4.75% Due 10/1/2020
8. 300,000 City of Tampa, Florida, AAA 11/15/08 @ 102 294,201 5.000 14,625
Health System Revenue SF 11/15/19 @ 100
Bonds, Catholic Health
East Issue, AMBAC
Insured, 4.875% Due
11/15/2028
---------- ---------- --------
$2,000,000 $1,976,803 $100,100
========== ========== ========
</TABLE>
The Notes following the Portfolios are an integral part of each Portfolio of
Securities.
A-11
<PAGE>
TAX EXEMPT SECURITIES TRUST
MARYLAND TRUST 106--PORTFOLIO OF SECURITIES
AS OF FEBRUARY 18, 1999
<TABLE>
<CAPTION>
Yield on Annual
Redemption Cost of Date of Interest
Aggregate Securities Represented Ratings Provisions Securities to Deposit Income
Principal by Purchase Contracts (1) (2) Trust (3)(4) (4) to Trust
--------- ------------------------ ------- ---------------- ------------- -------- --------
<C> <C> <S> <C> <C> <C> <C> <C>
1. $ 315,000 Maryland Health and A3* 7/1/08 @ 101 $ 317,504 5.000% $16,065
Higher Educational SF 7/1/15 @ 100
Facilities Authority,
Hospital Refunding and
Revenue Bonds, Union
Hospital of Cecil County
Issue, 5.10% Due
7/1/2022
2. 185,000 Maryland Health and Aaa* 1/1/08 @ 101 193,591 4.900 10,175
Higher Educational SF 1/1/14 @ 100
Facilities Authority
Revenue Bonds, Upper
Chesapeake Hospitals
Issue, FSA Insured,
5.50% Due 1/1/2020
3. 115,000 Maryland Health and A 7/1/06 @ 102 118,416 4.900 6,095
Higher Educational SF 7/1/19 @ 100
Facilities Authority,
Educational Facilities
Mortgage Revenue Bonds,
Green Acres School
Issue, ACA Insured,
5.30% Due 7/1/2028
4. 435,000 Maryland Health and AAA 2/1/09 @ 101 428,210 4.850 20,662
Higher Educational SF 8/15/19 @ 100
Facilities Authority
Revenue Bonds,
Medlantic/Helix Issue,
FSA Insured, 4.75% Due
8/15/2028
5. 500,000 Prince George's County, A* 7/1/04 @ 102 502,995 5.200 26,500
Maryland, Project and SF 7/1/15 @ 100
Refunding Revenue Bonds,
Dimensions Health
Corporation Issue, 5.30%
Due 7/1/2024
6. 150,000 University of Maryland AA+ 4/1/09 @ 100 145,240 4.750 6,750
System Auxiliary
Facility & Tuition
Revenue Bonds, 4.50% Due
10/1/2018
7. 300,000 Commonwealth of Puerto A 7/1/08 @ 101 283,020 4.900 13,500
Rico, Public Improvement SF 7/1/19 @ 100
Refunding Bonds, General
Obligation Bonds, 4.50%
Due 7/1/2023
---------- ---------- -------
$2,000,000 $1,988,976 $99,747
========== ========== =======
</TABLE>
The Notes following the Portfolios are an integral part of each Portfolio of
Securities.
A-12
<PAGE>
TAX EXEMPT SECURITIES TRUST
NEW YORK TRUST 172--PORTFOLIO OF SECURITIES
AS OF FEBRUARY 18, 1999
<TABLE>
<CAPTION>
Cost of Yield on Annual
Redemption Securities Date of Interest
Aggregate Securities Represented Ratings Provisions to Trust Deposit Income
Principal by Purchase Contracts (1) (2) (3)(4) (4) to Trust
--------- ------------------------ ------- ----------------- ---------- -------- --------
<C> <C> <S> <C> <C> <C> <C> <C>
1. $ 100,000 New York City, New York, A- 11/15/07 @ 101 $ 103,499 4.950% $ 5,375
General Obligation SF 11/15/16 @ 100
Bonds, 5.375% Due
11/15/2017
2. 410,000 New York City, New York, AA 5/15/08 @ 101 381,837 4.950 18,450
Transitional Finance SF 11/15/24 @ 100
Authority, Future Tax
Secured Bonds, 4.50% Due
11/15/2027
3. 300,000 New York City, New York, AAA 6/15/08 @ 101 290,352 4.950 14,250
Municipal Water Finance SF 6/15/30 @ 100
Authority, Water and
Sewer System Revenue
Bonds, FGIC Insured,
4.75% Due 6/15/2031
4. 250,000 New York City, New York, AAA 6/15/07 @ 101 256,468 4.900 13,125
Municipal Water Finance SF 6/15/28 @ 100
Authority, Water and
Sewer System Revenue
Bonds, FSA Insured,
5.25% Due 6/15/2029
5. 105,000 Dormitory Authority of AAA 8/15/08 @ 101 97,711 4.950 4,725
The State of New York, SF 2/15/19 @ 100
Mental Health Services
Facilities Improvement
Revenue Bonds, AMBAC
Insured, 4.50% Due
8/15/2028
6. 285,000 New York State Medical Aa2* 2/15/04 @ 102 292,929 4.900 15,319
Care Facilities Finance SF 2/15/12 @ 100
Agency, Hospital Insured
Mortgage Revenue
Refunding Bonds, 5.375%
Due 2/15/2025
7. 250,000 New York State Urban A** 1/1/08 @ 102 246,228 5.100 12,500
Development Corporation, SF 1/1/19 @ 100
Correctional Facilities
Service Contract Revenue
Bonds, 5.00% Due
1/1/2028
8. 250,000 New York State Urban A** 1/1/04 @ 102 256,107 4.950 13,437
Development Corporation, SF 1/1/14 @ 100
Correctional Capital
Facilities Revenue
Bonds, 5.375% Due
1/1/2023
9. 500,000 Long Island Power A- 6/1/08 @ 101 510,640 5.000 26,250
Authority, New York, SF 12/1/23 @ 100
Electric System General
Revenue Bonds, 5.25% Due
12/1/2026
10. 100,000 Nassau County, New York, AAA 10/1/07 @ 102 102,448 4.950 5,250
Bridge Authority Revenue SF 10/1/20 @ 100
Bonds, Connie Lee
Insured, 5.25% Due
10/1/2026
11. 200,000 Commonwealth of Puerto A 7/1/08 @ 101 188,680 4.900 9,000
Rico, Public Improvement SF 7/1/19 @ 100
Refunding Bonds, General
Obligation Bonds, 4.50%
Due 7/1/2023
12. 250,000 Commonwealth of Puerto A 7/1/08 @ 101 242,952 4.950 11,875
Rico, Public Improvement SF 7/1/19 @ 100
Refunding Bonds, General
Obligation Bonds, 4.75%
Due 7/1/2023
---------- ---------- --------
$3,000,000 $2,969,851 $149,556
========== ========== ========
</TABLE>
The Notes following the Portfolios are an integral part of each Portfolio of
Securities.
A-13
<PAGE>
NOTES TO PORTFOLIOS OF SECURITIES
(1) For a description of the meaning of the applicable rating symbols as
published by Standard & Poor's Ratings Group, a division of McGraw-Hill,
Inc., Moody's Investors Service(*) and Fitch Investor Services, Inc.(**),
see Part B, "Bond Ratings".
(2) There is shown under this heading the year in which each issue of Bonds
initially is redeemable and the redemption price for that year; unless
otherwise indicated, each issue continues to be redeemable at declining
prices thereafter, but not below par. "SF" indicates a sinking fund has
been or will be established with respect to an issue of Bonds. The prices
at which Bonds may be redeemed or called prior to maturity may or may not
include a premium and, in certain cases, may be less than the cost of the
Bonds to a Trust. Certain Bonds in a Portfolio, including Bonds listed as
not being subject to redemption provisions, may be redeemed in whole or in
part other than by operation of the stated redemption or sinking fund
provision under certain unusual or extraordinary circumstances specified
in the instruments setting forth the terms and provisions of such Bonds.
For example, see discussion of obligations of housing authorities in Part
B, "Tax Exempt Securities Trust--Portfolio."
(3) Contracts to purchase Bonds were entered into during the period August 27,
1998, through February 18, 1999, with the settlement date on February 24,
1999. The Profit to the Sponsor on Deposit totals $29,149, $20,011,
$16,797 and $31,896 for the California Trust, Florida Trust, Maryland
Trust and New York Trust, respectively.
(4) Evaluation of the Bonds by the Evaluator is made on the basis of current
offering prices for the Bonds. The current offering prices of the Bonds
are greater than the current bid prices of the Bonds. The Redemption Price
per Unit and the public offering price of the Units in the secondary
market are determined on the basis of the current bid prices of the Bonds.
(See Part B, "Public Offering--Offering Price" and "Rights of Unit
Holders--Redemption of Units.") Yield of Bonds was computed on the basis
of offering prices on the date of deposit. The aggregate bid price of the
Bonds in the California Trust, Florida Trust, Maryland Trust and New York
Trust on February 24, 1999, was $2,937,515, $1,968,804, $1,980,976 and
$2,957,851, respectively.
A-14
<PAGE>
PROSPECTUS--Part B:
- -------------------------------------------------------------------------------
Note that Part B of this Prospectus may not be distributed unless accompanied
by Part A.
- -------------------------------------------------------------------------------
TAX EXEMPT SECURITIES TRUST
The Trusts
For over 20 years, Tax Exempt Securities Trust has specialized in quality
municipal bond investments designed to meet a variety of investment objectives
and tax situations. Tax Exempt Securities Trust is a convenient and cost
effective alternative to individual bond purchases. Each Trust is one of a
series of similar but separate unit investment trusts created under the laws
of the State of New York by a Trust Indenture and Agreement and related
Reference Trust Agreement dated the Date of Deposit (collectively, the "Trust
Agreement"), of Salomon Smith Barney Inc., as Sponsor, The Chase Manhattan
Bank, as Trustee, and Kenny S&P Evaluation Services, a business unit of J.J.
Kenny Company, Inc., as Evaluator. Each Trust containing Bonds of a State for
which such Trust is named (a "State Trust") and each National Trust, Selected
Term Trust, Long-Intermediate Term Trust, Intermediate Term Trust, Short-
Intermediate Term Trust and Short Term Trust are referred to herein as the
"Trust" or "Trusts," unless the context requires otherwise. On the Date of
Deposit, the Sponsor deposited contracts and funds (represented by a certified
check or checks and/or an irrevocable letter or letters of credit, issued by a
major commercial bank) for the purchase of certain interest-bearing
obligations (the "Bonds") and/or Units of preceding Series of Tax Exempt
Securities Trust (such Bonds and Units of preceding Series of Tax Exempt
Securities Trust, if any, (the "Deposited Units") being referred to herein
collectively as the "Securities"). The Trustee thereafter delivered to the
Sponsor registered certificates of beneficial interest (the "Certificates")
representing the units (the "Units") comprising the entire ownership of each
Trust, which Units are being offered hereby. References to multiple Trusts in
Part B herein should be read as references to a single Trust if Part A
indicates the creation of only one Trust.
Notwithstanding the availability of the above-mentioned certified check or
checks and/or irrevocable letter or letters of credit, it is expected that the
Sponsor will pay for the Bonds as the contracts for their purchase become due.
A substantial portion of such contracts have not become due by the date of
this Prospectus. To the extent Units are sold prior to the settlement of such
contracts, the Sponsor will receive the purchase price on such Units prior to
the time at which they pay for Bonds pursuant to such contracts and have the
use of such funds during this period.
Objectives
A tax-exempt unit investment trust provides many of the same benefits as
individual bond purchases, while the Unit holder avoids the complexity of
analyzing, selecting and monitoring a multi-bond portfolio. The objectives of
a Trust are tax-exempt income and conservation of capital through an
investment in a diversified portfolio of municipal bonds. There is, of course,
no guarantee that a Trust's objectives will be achieved since the payment of
interest and the preservation of principal are dependent upon the continued
ability of the issuers of the bonds to meet such obligations. Subsequent to
the Date of Deposit, the ratings of the Bonds set forth in Part A--"Portfolio
of Securities" may decline due to, among other factors, a decline in
creditworthiness of the issuer of said Bonds.
Portfolio
The Sponsor's investment professionals select Bonds for the Trust portfolios
from among the 200,000 municipal bond issues that vary according to bond
purpose, credit quality and years to maturity. The following factors, among
others, were considered in selecting the Bonds for each Trust: (1) the Bonds
are obligations of the states, counties, territories or municipalities of the
United States and authorities or political subdivisions thereof, so that the
interest on them will, in the opinion of recognized bond counsel to the
issuing governmental authorities, be exempt from Federal tax (including
alternative minimum tax) under existing law to the extent described in
"Taxes", (2) all the Bonds deposited in a State Trust are obligations of the
State for which such Trust is named or of the counties, territories or
municipalities of such State, and authorities or political subdivisions
thereof, or of the Territory of Guam or the Commonwealth of Puerto Rico, so
that the interest on them will, in the opinion of recognized bond counsel to
the issuing governmental authorities, be exempt from regular Federal income
tax under existing law to the extent described in "Taxes" and from state
income taxes in the state for which such State Trust is named to the extent
described in Part C, (3) the Bonds are rated A or better by a major bond
rating agency, (4) the Bonds were chosen, in part, on the basis of their
respective maturity dates and offer a degree of call protection, (5) the Bonds
are diversified as to purpose of issue and location of issuer, except in the
case of a State Trust where the Bonds are diversified only as to purpose of
issue, and (6) in the opinion of the Sponsor, the Bonds are fairly valued
relative to other bonds of comparable quality and maturity.
B-1
<PAGE>
The Bonds in the Portfolio of a Trust were chosen in part on the basis of
their respective maturity dates. The Bonds in each Trust will have a dollar-
weighted average portfolio maturity as designated in Part A--"Portfolio
Summary as of Date of Deposit." For the actual maturity date of each of the
Bonds contained in a Trust, which date may be earlier or later than the
dollar-weighted average portfolio maturity of the Trust, see Part A,
"Portfolio of Securities" for information relating to the particular Trust. A
sale or other disposition of a Bond by the Trust prior to the maturity of such
Bond may be at a price which results in a loss to the Trust. The inability of
an issuer to pay the principal amount due upon the maturity of a Bond would
result in a loss to the Trust.
In the event that any contract for the purchase of any Bond fails, the
Sponsor is authorized under the Trust Agreement, subject to the conditions set
forth below, to instruct the Trustee to acquire other securities (the
"Replacement Bonds") for inclusion in the Portfolio of the affected Trust. Any
Replacement Bonds must be deposited not later than the earlier of (i) the
first monthly Distribution Date of the Trust or (ii) 90 days after such Trust
was established. The cost and aggregate principal amount of a Replacement Bond
may not exceed the cost and aggregate principal amount of the Bond which it
replaces. In addition, a Replacement Bond must (1) be a tax-exempt bond; (2)
have a fixed maturity or disposition date comparable to the Bond it replaces;
(3) be purchased at a price that results in a yield to maturity and in a
current return, in each case as of the execution and delivery of the Trust
Agreement, which is approximately equivalent to the yield to maturity and
current return of the Bond which it replaces; (4) be purchased within twenty
days after delivery of notice of the failed contracts; and (5) be rated in a
category A or better by Standard & Poor's, Moody's, Fitch, or Duff & Phelps.
Whenever a Replacement Bond has been acquired for a Trust, the Trustee shall,
within five days thereafter, notify all Unit holders of such Trust of the
acquisition of the Replacement Bond.
In the event that a contract to purchase any of the Bonds fails and
Replacement Bonds are not acquired, the Trustee will, not later than the
second monthly Distribution Date, distribute to Unit holders the funds
attributable to the failed contract. The Sponsor will, in such a case, refund
the sales charge applicable to the failed contract. If less than all the funds
attributable to a failed contract are applied to purchase Replacement Bonds,
the remaining moneys will be distributed to Unit holders not later than the
second monthly Distribution Date. Moreover, the failed contract will reduce
the Estimated Net Annual Income per Unit, and may lower the Estimated Current
Return and Estimated Long-Term Return indicated in the "Summary of Essential
Information" in Part A.
Risk Factors
Certain Bonds in a Trust may have been purchased by the Sponsor on a "when,
as and if issued" basis; that is, they had not yet been issued by their
governmental entity on the Date of Deposit (although such governmental entity
had committed to issue such Bonds). Contracts relating to such "when, as and
if issued" Bonds are not expected to be settled by the first settlement date
for Units. In the case of these and/or certain other Bonds, the delivery of
the Bonds may be delayed ("delayed delivery") or may not occur. Unit holders
who purchased their Units of a Trust prior to the date such Bonds are actually
delivered to the Trustee may have to make a downward adjustment in the tax
basis of their Units for interest accruing on such "when, as and if issued" or
"delayed delivery" Bonds during the interval between their purchase of Units
and delivery of such Bonds, since the Trust and the Unit holders will not be
reimbursing the Sponsor for interest accruing on such "when, as and if issued"
or "delayed delivery" Bonds during the period between the settlement date for
the Units and the delivery of such Bonds into the Trust. (See "Taxes.") Such
adjustment has been taken into account in computing the Estimated Current
Return and Estimated Long-Term Return set forth herein, which is slightly
lower than Unit holders may receive after the first year. (See Part A,
"Summary of Essential Information.") To the extent that the delivery of such
Bonds is delayed beyond their respective expected delivery dates, the
Estimated Current Return and Estimated Long-Term Return for the first year may
be lower than indicated in the "Summary of Essential Information" in Part A.
Most of the Bonds in the Portfolio of a Trust are subject to redemption
prior to their stated maturity date pursuant to sinking fund or call
provisions. (See Part A--"Portfolio Summary as of Date of Deposit" for
information relating to the particular Trust described therein.) In general, a
call or redemption provision is more likely to be exercised when the offering
price valuation of a bond is higher than its call or redemption price, as it
might be in periods of declining interest rates, than when such price
valuation is less than the bond's call or redemption price. To the extent that
a Bond was deposited in a Trust at a price higher than the price at which it
is redeemable, redemption will result in a loss of capital when compared with
the original public offering price of the Units. Conversely, to the extent
that a Bond was acquired at a price lower than the redemption price,
redemption will result in an increase in capital when compared with the
original public offering price of the Units. Monthly distributions will
generally be reduced by the amount of the income which would otherwise have
been paid with respect to redeemed bonds. The Estimated Current Return and
Estimated Long-Term Return of the Units may be affected by such redemptions.
Each Portfolio of Securities in Part A contains a listing of the sinking fund
and call provisions, if any, with respect to each of the Bonds in a Trust.
Because certain of the Bonds may from time to time under certain circumstances
be sold or redeemed or will mature in accordance with their terms and the
proceeds from such events will be distributed to Unit holders and will not be
reinvested, no assurance can be given that a Trust will retain for any length
of time its present size and composition. Neither the Sponsor nor the Trustee
shall be liable in any way for any default, failure or defect in any Bond.
B-2
<PAGE>
The Portfolio of the Trust may consist of some Bonds whose current market
values were below face value on the Date of Deposit. A primary reason for the
market value of such Bonds being less than face value at maturity is that the
interest coupons of such Bonds are at lower rates than the current market
interest rate for comparably rated Bonds, even though at the time of the
issuance of such Bonds the interest coupons thereon represented then
prevailing interest rates on comparably rated Bonds then newly issued. Bonds
selling at market discounts tend to increase in market value as they approach
maturity when the principal amount is payable. A market discount tax-exempt
Bond held to maturity will have a larger portion of its total return in the
form of taxable ordinary income and less in the form of tax-exempt income than
a comparable Bond bearing interest at current market rates. Under the
provisions of the Internal Revenue Code in effect on the date of this
Prospectus, any income attributable to market discount will be taxable but
will not be realized until maturity, redemption or sale of the Bonds or Units.
As set forth under "Portfolio Summary as of Date of Deposit", the Trust may
contain or be concentrated in one or more of the classifications of Bonds
referred to below. A Trust is considered to be "concentrated" in a particular
category when the Bonds in that category constitute 25% or more of the
aggregate value of the Portfolio. (See Part A--"Portfolio Summary as of Date
of Deposit" for information relating to the particular Trust described
therein.) An investment in Units of the Trust should be made with an
understanding of the risks that these investments may entail, certain of which
are described below.
General Obligation Bonds. Certain of the Bonds in the Portfolio may be
general obligations of a governmental entity that are secured by the taxing
power of the entity. General obligation bonds are backed by the issuer's
pledge of its full faith, credit and taxing power for the payment of principal
and interest. However, the taxing power of any governmental entity may be
limited by provisions of state constitutions or laws and an entity's credit
will depend on many factors, including an erosion of the tax base due to
population declines, natural disasters, declines in the state's industrial
base or inability to attract new industries, economic limits on the ability to
tax without eroding the tax base and the extent to which the entity relies on
Federal or state aid, access to capital markets or other factors beyond the
entity's control. Many issuers are facing highly difficult choices about
significant tax increases and/or spending reductions in order to restore
budgetary balance. Failure to implement these actions on a timely basis could
force the issuers to depend upon market access to finance deficits or cash
flow needs.
In addition, certain of the Bonds in the Trust may be obligations of issuers
(including California issuers) who rely in whole or in part on ad valorem real
property taxes as a source of revenue. Certain proposals, in the form of state
legislative proposals or voter initiatives, to limit ad valorem real property
taxes have been introduced in various states, and an amendment to the
constitution of the State of California, providing for strict limitations on
ad valorem real property taxes, has had a significant impact on the taxing
powers of local governments and on the financial conditions of school
districts and local governments in California. It is not possible at this time
to predict the final impact of such measures, or of similar future legislative
or constitutional measures, on school districts and local governments or on
their abilities to make future payments on their outstanding debt obligations.
Industrial Development Revenue Bonds ("IDRs"). IDRs, including pollution
control revenue bonds, are tax-exempt securities issued by states,
municipalities, public authorities or similar entities ("issuers") to finance
the cost of acquiring, constructing or improving various projects, including
pollution control facilities and certain industrial development facilities.
These projects are usually operated by corporate entities. IDRs are not
general obligations of governmental entities backed by their taxing power.
Issuers are only obligated to pay amounts due on the IDRs to the extent that
funds are available from the unexpended proceeds of the IDRs or receipts or
revenues of the issuer under arrangements between the issuer and the corporate
operator of a project. These arrangements may be in the form of a lease,
installment sale agreement, conditional sale agreement or loan agreement, but
in each case the payments to the issuer are designed to be sufficient to meet
the payments of amounts due on the IDRs.
IDRs are generally issued under bond resolutions, agreements or trust
indentures pursuant to which the revenues and receipts payable under the
issuer's arrangements with the corporate operator of a particular project have
been assigned and pledged to the holders of the IDRs or a trustee for the
benefit of the holders of the IDRs. In certain cases, a mortgage on the
underlying project has been assigned to the holders of the IDRs or a trustee
as additional security for the IDRs. In addition, IDRs are frequently directly
guaranteed by the corporate operator of the project or by another affiliated
company. Regardless of the structure, payment of IDRs is solely dependent upon
the creditworthiness of the corporate operator of the project or corporate
guarantor. Corporate operators or guarantors that are industrial companies may
be affected by many factors which may have an adverse impact on the credit
quality of the particular company or industry. These include cyclicality of
revenues and earnings, regulatory and environmental restrictions, litigation
resulting from accidents or environmentally-caused illnesses, extensive
competition (including that of low-cost foreign companies), unfunded pension
fund liabilities or off-balance sheet items, and financial deterioration
resulting from leveraged buy-outs or takeovers. However, certain of the IDRs
in the Portfolio may be additionally insured or secured by letters of credit
issued by banks or otherwise guaranteed or secured to cover amounts due on the
IDRs in the event of default in payment by an issuer.
Hospital and Health Care Facility Bonds. The ability of hospitals and other
health care facilities to meet their obligations with respect to revenue bonds
issued on their behalf is dependent on various factors, including but not
limited to the level of payments received from private third-party payors and
government programs and the cost of providing health care services.
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A significant portion of the revenues of hospitals and other health care
facilities is derived from private third-party payors and government programs,
including the Medicare and Medicaid programs. Both private third-party payors
and government programs have undertaken cost containment measures designed to
limit payments made to health care facilities. Furthermore, government
programs are subject to statutory and regulatory changes, retroactive rate
adjustments, administrative rulings and government funding restrictions, all
of which may materially decrease the rate of program payments for health care
facilities. Certain special revenue obligations (i.e., Medicare or Medicaid
revenues) may be payable subject to appropriations by state legislatures.
There can be no assurance that payments under governmental programs will
remain at levels comparable to present levels or will, in the future, be
sufficient to cover the costs allocable to patients participating in such
programs. In addition, there can be no assurance that a particular hospital or
other health care facility will continue to meet the requirements for
participation in such programs.
The costs of providing health care services are subject to increase as a
result of, among other factors, changes in medical technology and increased
labor costs. In addition, health care facility construction and operation is
subject to federal, state and local regulation relating to the adequacy of
medical care, equipment, personnel, operating policies and procedures, rate-
setting, and compliance with building codes and environmental laws. Facilities
are subject to periodic inspection by governmental and other authorities to
assure continued compliance with the various standards necessary for licensing
and accreditation. These regulatory requirements are subject to change and, to
comply, it may be necessary for a hospital or other health care facility to
incur substantial capital expenditures or increased operating expenses to
effect changes in its facilities, equipment, personnel and services.
Hospitals and other health care facilities are subject to claims and legal
actions by patients and others in the ordinary course of business. Although
these claims are generally covered by insurance, there can be no assurance
that a claim will not exceed the insurance coverage of a health care facility
or that insurance coverage will be available to a facility. In addition, a
substantial increase in the cost of insurance could adversely affect the
results of operations of a hospital or other health care facility. The Clinton
Administration may impose regulations which could limit price increases for
hospitals or the level of reimbursements for third-party payors or other
measures to reduce health care costs and make health care available to more
individuals, which would reduce profits for hospitals. Some states, such as
New Jersey, have significantly changed their reimbursement systems. If a
hospital cannot adjust to the new system by reducing expenses or raising
rates, financial difficulties may arise. Also, Blue Cross has denied
reimbursement for some hospitals for services other than emergency room
services. The lost volume would reduce revenues unless replacement patients
were found.
Certain hospital bonds may provide for redemption at par at any time upon
the sale by the issuer of the hospital facilities to a non-affiliated entity,
if the hospital becomes subject to ad valorem taxation, or in various other
circumstances. For example, certain hospitals may have the right to call bonds
at par if the hospital may be legally required because of the bonds to perform
procedures against specified religious principles or to disclose information
that is considered confidential or privileged. Certain FHA-insured bonds may
provide that all or a portion of these bonds, otherwise callable at a premium,
can be called at par in certain circumstances. If a hospital defaults upon a
bond obligation, the realization of Medicare and Medicaid receivables may be
uncertain and, if the bond obligation is secured by the hospital facilities,
legal restrictions on the ability to foreclose upon the facilities and the
limited alternative uses to which a hospital can be put may severely reduce
its collateral value.
The Internal Revenue Service has engaged in a program of audits of certain
large tax-exempt hospital and health care facility organizations. Although
these audits have not yet been completed, it has been reported that the tax-
exempt status of some of these organizations may be revoked. At this time, it
is uncertain whether any of the hospital and health care facility bonds held
by the Trust will be affected by such audit proceedings.
Single Family and Multi-Family Housing Bonds. Multi-family housing revenue
bonds and single family mortgage revenue bonds are state and local housing
issues that have been issued to provide financing for various housing
projects. Multi-family housing revenue bonds are payable primarily from the
revenues derived from mortgage loans to housing projects for low to moderate
income families. Single-family mortgage revenue bonds are issued for the
purpose of acquiring from originating financial institutions notes secured by
mortgages on residences.
Housing obligations are not general obligations of the issuer although
certain obligations may be supported to some degree by Federal, state or local
housing subsidy programs. Budgetary constraints experienced by these programs
as well as the failure by a state or local housing issuer to satisfy the
qualifications required for coverage under these programs or any legal or
administrative determinations that the coverage of these programs is not
available to a housing issuer, probably will result in a decrease or
elimination of subsidies available for payment of amounts due on the issuer's
obligations. The ability of housing issuers to make debt service payments on
their obligations may also be affected by various economic and non-economic
developments including, among other things, the achievement and maintenance of
sufficient occupancy levels and adequate rental income in multi-family
projects, the rate of default on mortgage loans underlying single family
issues and the ability of mortgage insurers to pay claims, employment and
income conditions prevailing in local markets, increases in construction
costs, taxes, utility costs and other operating expenses,
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the managerial ability of project managers, changes in laws and governmental
regulations and economic trends generally in the localities in which the
projects are situated. Occupancy of multi-family housing projects may also be
adversely affected by high rent levels and income limitations imposed under
Federal, state or local programs.
All single family mortgage revenue bonds and certain multi-family housing
revenue bonds are prepayable over the life of the underlying mortgage or
mortgage pool, and therefore the average life of housing obligations cannot be
determined. However, the average life of these obligations will ordinarily be
less than their stated maturities. Single-family issues are subject to
mandatory redemption in whole or in part from prepayments on underlying
mortgage loans; mortgage loans are frequently partially or completely prepaid
prior to their final stated maturities as a result of events such as declining
interest rates, sale of the mortgaged premises, default, condemnation or
casualty loss. Multi-family issues are characterized by mandatory redemption
at par upon the occurrence of monetary defaults or breaches of covenants by
the project operator. Additionally, housing obligations are generally subject
to mandatory partial redemption at par to the extent that proceeds from the
sale of the obligations are not allocated within a stated period (which may be
within a year of the date of issue). To the extent that these obligations were
valued at a premium when a Holder purchased Units, any prepayment at par would
result in a loss of capital to the Holder and, in any event, reduce the amount
of income that would otherwise have been paid to Holders.
The tax exemption for certain housing revenue bonds depends on qualification
under Section 143 of the Internal Revenue Code of 1986, as amended (the
"Code"), in the case of single family mortgage revenue bonds or Section
142(a)(7) of the Code or other provisions of Federal law in the case of
certain multi-family housing revenue bonds (including Section 8 assisted
bonds). These sections of the Code or other provisions of Federal law contain
certain ongoing requirements, including requirements relating to the cost and
location of the residences financed with the proceeds of the single family
mortgage revenue bonds and the income levels of tenants of the rental projects
financed with the proceeds of the multi-family housing revenue bonds. While
the issuers of the bonds and other parties, including the originators and
servicers of the single-family mortgages and the owners of the rental projects
financed with the multi-family housing revenue bonds, generally covenant to
meet these ongoing requirements and generally agree to institute procedures
designed to ensure that these requirements are met, there can be no assurance
that these ongoing requirements will be consistently met. The failure to meet
these requirements could cause the interest on the bonds to become taxable,
possibly retroactively to the date of issuance, thereby reducing the value of
the bonds, subjecting the Holders to unanticipated tax liabilities and
possibly requiring the Trustee to sell the bonds at reduced values.
Furthermore, any failure to meet these ongoing requirements might not
constitute an event of default under the applicable mortgage or permit the
holder to accelerate payment of the bond or require the issuer to redeem the
bond. In any event, where the mortgage is insured by the Federal Housing
Administration, its consent may be required before insurance proceeds would
become payable to redeem the mortgage bonds.
Power Facility Bonds. The ability of utilities to meet their obligations
with respect to revenue bonds issued on their behalf is dependent on various
factors, including the rates they may charge their customers, the demand for a
utility's services and the cost of providing those services. Utilities, in
particular investor-owned utilities, are subject to extensive regulations
relating to the rates which they may charge customers. Utilities can
experience regulatory, political and consumer resistance to rate increases.
Utilities engaged in long-term capital projects are especially sensitive to
regulatory lags in granting rate increases. Any difficulty in obtaining timely
and adequate rate increases could adversely affect a utility's results of
operations.
The demand for a utility's services is influenced by, among other factors,
competition, weather conditions and economic conditions. Electric utilities,
for example, have experienced increased competition as a result of the
availability of other energy sources, the effects of conservation on the use
of electricity, self-generation by industrial customers and the generation of
electricity by co-generators and other independent power producers. Also,
increased competition will result if federal regulators determine that
utilities must open their transmission lines to competitors. Utilities which
distribute natural gas also are subject to competition from alternative fuels,
including fuel oil, propane and coal.
The utility industry is an increasing cost business making the cost of
generating electricity more expensive and heightening its sensitivity to
regulation. A utility's costs are influenced by the utility's cost of capital,
the availability and cost of fuel and other factors. In addition, natural gas
pipeline and distribution companies have incurred increased costs as a result
of long-term natural gas purchase contracts containing "take or pay"
provisions which require that they pay for natural gas even if natural gas is
not taken by them. There can be no assurance that a utility will be able to
pass on these increased costs to customers through increased rates. Utilities
incur substantial capital expenditures for plant and equipment. In the future
they will also incur increasing capital and operating expenses to comply with
environmental legislation such as the Clean Air Act of 1990, and other energy,
licensing and other laws and regulations relating to, among other things, air
emissions, the quality of drinking water, waste water discharge, solid and
hazardous substance handling and disposal, and siting and licensing of
facilities. Environmental legislation and regulations are changing rapidly and
are the subject of current public policy debate and legislative proposals. It
is increasingly likely that some or many utilities will be subject to more
stringent environmental standards in the future that could result in
significant capital
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expenditures. Future legislation and regulation could include, among other
things, regulation of so-called electromagnetic fields associated with
electric transmission and distribution lines as well as emissions of carbon
dioxide and other so-called greenhouse gases associated with the burning of
fossil fuels. Compliance with these requirements may limit a utility's
operations or require substantial investments in new equipment and, as a
result, may adversely affect a utility's results of operations.
The electric utility industry in general is subject to various external
factors including (a) the effects of inflation upon the costs of operation and
construction, (b) substantially increased capital outlays and longer
construction periods for larger and more complex new generating units, (c)
uncertainties in predicting future load requirements, (d) increased financing
requirements coupled with limited availability of capital, (e) exposure to
cancellation and penalty charges on new generating units under construction,
(f) problems of cost and availability of fuel, (g) compliance with rapidly
changing and complex environmental, safety and licensing requirements, (h)
litigation and proposed legislation designed to delay or prevent construction
of generating and other facilities, (i) the uncertain effects of conservation
on the use of electric energy, (j) uncertainties associated with the
development of a national energy policy, (k) regulatory, political and
consumer resistance to rate increases and (l) increased competition as a
result of the availability of other energy sources. These factors may delay
the construction and increase the cost of new facilities, limit the use of, or
necessitate costly modifications to, existing facilities, impair the access of
electric utilities to credit markets, or substantially increase the cost of
credit for electric generating facilities. The Sponsor cannot predict at this
time the ultimate effect of such factors on the ability of any issuers to meet
their obligations with respect to Bonds.
The National Energy Policy Act ("NEPA"), which became law in October, 1992,
made it mandatory for a utility to permit non-utility generators of
electricity access to its transmission system for wholesale customers, thereby
increasing competition for electric utilities. NEPA also mandated demand-side
management policies to be considered by utilities. NEPA prohibits the Federal
Energy Regulatory Commission from mandating electric utilities to engage in
retail wheeling, which is competition among suppliers of electric generation
to provide electricity to retail customers (particularly industrial retail
customers) of a utility. However, under NEPA, a state can mandate retail
wheeling under certain conditions.
There is concern by the public, the scientific community, and the U.S.
Congress regarding environmental damage resulting from the use of fossil
fuels. Congressional support for the increased regulation of air, water, and
soil contaminants is building and there are a number of pending or recently
enacted legislative proposals which may affect the electric utility industry.
In particular, on November 15, 1990, legislation was signed into law which
substantially revised the Clean Air Act (the "1990 Amendments"). The 1990
Amendments sought to improve the ambient air quality throughout the United
States by the year 2000. A main feature of the 1990 Amendments is the
reduction of sulphur dioxide and nitrogen oxide emissions caused by electric
utility power plants, particularly those fueled by coal. Under the 1990
Amendments the U.S. Environmental Protection Agency ("EPA") was required to
develop limits for nitrogen oxide emissions by 1993. The sulphur dioxide
reduction will be achieved in two phases. Phase I addressed specific
generating units named in the 1990 Amendments. In Phase II the total U.S.
emissions will be capped at 8.9 million tons by the year 2000. The 1990
Amendments contain provisions for allocating allowances to power plants based
on historical or calculated levels. An allowance is defined as the
authorization to emit one ton of sulphur dioxide.
The 1990 Amendments also provided for possible further regulation of toxic
air emissions from electric generating units pending the results of several
federal government studies to be conducted over a three to four year period
with respect to anticipated hazards to public health, available corrective
technologies, and mercury toxicity.
Electric utilities which own or operate nuclear power plants are exposed to
risks inherent in the nuclear industry. These risks include exposure to new
requirements resulting from extensive federal and state regulatory oversight,
public controversy, decommissioning costs, and spent fuel and radioactive
waste disposal issues. While nuclear power construction risks are no longer of
paramount concern, the emerging issue is radioactive waste disposal. In
addition, nuclear plants typically require substantial capital additions and
modifications throughout their operating lives to meet safety, environmental,
operational and regulatory requirements and to replace and upgrade various
plant systems. The high degree of regulatory monitoring and controls imposed
on nuclear plants could cause a plant to be out of service or on limited
service for long periods. When a nuclear facility owned by an investor-owned
utility or a state or local municipality is out of service or operating on a
limited service basis, the utility operator or its owners may be liable for
the recovery of replacement power costs. Risks of substantial liability also
arise from the operation of nuclear facilities and from the use, handling, and
possible radioactive emissions associated with nuclear fuel. Insurance may not
cover all types or amounts of loss which may be experienced in connection with
the ownership and operation of a nuclear plant and severe financial
consequences could result from a significant accident or occurrence. The
Nuclear Regulatory Commission has promulgated regulations mandating the
establishment of funded reserves to assure financial capability for the
eventual decommissioning of licensed nuclear facilities. These funds are to be
accrued from revenues in amounts currently estimated to be sufficient to pay
for decommissioning costs.
The ability of state and local joint action power agencies to make payments
on bonds they have issued is dependent in large part on payments made to them
pursuant to power supply or similar agreements. Courts in Washington, Oregon
and Idaho have
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held that certain agreements between the Washington Public Power Supply System
("WPPSS") and the WPPSS participants are unenforceable because the
participants did not have the authority to enter into the agreements. While
these decisions are not specifically applicable to agreements entered into by
public entities in other states, they may cause a reexamination of the legal
structure and economic viability of certain projects financed by joint power
agencies, which might exacerbate some of the problems referred to above and
possibly lead to legal proceedings questioning the enforceability of
agreements upon which payment of these bonds may depend.
Water and Sewer Revenue Bonds. Water and sewer bonds are generally payable
from user fees. The ability of state and local water and sewer authorities to
meet their obligations may be affected by failure of municipalities to utilize
fully the facilities constructed by these authorities, economic or population
decline and resulting decline in revenue from user charges, rising
construction and maintenance costs and delays in construction of facilities,
impact of environmental requirements, failure or inability to raise user
charges in response to increased costs, the difficulty of obtaining or
discovering new supplies of fresh water, the effect of conservation programs
and the impact of "no growth" zoning ordinances. In some cases this ability
may be affected by the continued availability of Federal and state financial
assistance and of municipal bond insurance for future bond issues.
University and College Bonds. The ability of universities and colleges to
meet their obligations is dependent upon various factors, including the size
and diversity of their sources of revenues, enrollment, reputation, management
expertise, the availability and restrictions on the use of endowments and
other funds, the quality and maintenance costs of campus facilities, and, in
the case of public institutions, the financial condition of the relevant state
or other governmental entity and its policies with respect to education. The
institution's ability to maintain enrollment levels will depend on such
factors as tuition costs, demographic trends, geographic location, geographic
diversity and quality of the student body, quality of the faculty and the
diversity of program offerings.
Legislative or regulatory action in the future at the Federal, state or
local level may directly or indirectly affect eligibility standards or reduce
or eliminate the availability of funds for certain types of student loans or
grant programs, including student aid, research grants and work-study
programs, and may affect indirect assistance for education.
Lease Rental Bonds. Lease rental bonds are issued for the most part by
governmental authorities that have no taxing power or other means of directly
raising revenues. Rather, the authorities are financing vehicles created
solely for the construction of buildings (administrative offices, convention
centers and prisons, for example) or the purchase of equipment (police cars
and computer systems, for example) that will be used by a state or local
government (the "lessee"). Thus, the bonds are subject to the ability and
willingness of the lessee government to meet its lease rental payments which
include debt service on the bonds. Willingness to pay may be subject to
changes in the views of citizens and government officials as to the essential
nature of the finance project. Lease rental bonds are subject, in almost all
cases, to the annual appropriation risk, i.e., the lessee government is not
legally obligated to budget and appropriate for the rental payments beyond the
current fiscal year. These bonds are also subject to the risk of abatement in
many states--rental bonds cease in the event that damage, destruction or
condemnation of the project prevents its use by the lessee. (In these cases,
insurance provisions and reserve funds designed to alleviate this risk become
important credit factors). In the event of default by the lessee government,
there may be significant legal and/or practical difficulties involved in the
reletting or sale of the project. Some of these issues, particularly those for
equipment purchase, contain the so-called "substitution safeguard", which bars
the lessee government, in the event it defaults on its rental payments, from
the purchase or use of similar equipment for a certain period of time. This
safeguard is designed to insure that the lessee government will appropriate
the necessary funds even though it is not legally obligated to do so, but its
legality remains untested in most, if not all, states.
Capital Improvement Facility Bonds. The Portfolio of a Trust may contain
Bonds which are in the capital improvement facilities category. Capital
improvement bonds are bonds issued to provide funds to assist political
subdivisions or agencies of a state through acquisition of the underlying debt
of a state or local political subdivision or agency which bonds are secured by
the proceeds of the sale of the bonds, proceeds from investments and the
indebtedness of a local political subdivision or agency. The risks of an
investment in such bonds include the risk of possible prepayment or failure of
payment of proceeds on and default of the underlying debt.
Solid Waste Disposal Bonds. Bonds issued for solid waste disposal facilities
are generally payable from tipping fees and from revenues that may be earned
by the facility on the sale of electrical energy generated in the combustion
of waste products. The ability of solid waste disposal facilities to meet
their obligations depends upon the continued use of the facility, the
successful and efficient operation of the facility and, in the case of waste-
to-energy facilities, the continued ability of the facility to generate
electricity on a commercial basis. All of these factors may be affected by a
failure of municipalities to fully utilize the facilities, an insufficient
supply of waste for disposal due to economic or population decline, rising
construction and maintenance costs, any delays in construction of facilities,
lower-cost alternative modes of waste processing and changes in environmental
regulations. Because of the relatively short history of this type of
financing, there may be technological risks involved in the satisfactory
construction or
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operation of the projects exceeding those associated with most municipal
enterprise projects. Increasing environmental regulation on the federal, state
and local level has a significant impact on waste disposal facilities. While
regulation requires more waste producers to use waste disposal facilities, it
also imposes significant costs on the facilities. These costs include
compliance with frequently changing and complex regulatory requirements, the
cost of obtaining construction and operating permits, the cost of conforming
to prescribed and changing equipment standards and required methods of
operation and, for incinerators or waste-to-energy facilities, the cost of
disposing of the waste residue that remains after the disposal process in an
environmentally safe manner. In addition, waste disposal facilities frequently
face substantial opposition by environmental groups and officials to their
location and operation, to the possible adverse effects upon the public health
and the environment that may be caused by wastes disposed of at the facilities
and to alleged improper operating procedures. Waste disposal facilities
benefit from laws which require waste to be disposed of in a certain manner
but any relaxation of these laws could cause a decline in demand for the
facilities' services. Finally, waste-to-energy facilities are concerned with
many of the same issues facing utilities insofar as they derive revenues from
the sale of energy to local power utilities (see Power Facility Bonds above).
Moral Obligation Bonds. The Trust may also include "moral obligation" bonds.
If an issuer of moral obligation bonds is unable to meet its obligations, the
repayment of the bonds becomes a moral commitment but not a legal obligation
of the state or municipality in question. Even though the state may be called
on to restore any deficits in capital reserve funds of the agencies or
authorities which issued the bonds, any restoration generally requires
appropriation by the state legislature and accordingly does not constitute a
legally enforceable obligation or debt of the state. The agencies or
authorities generally have no taxing power.
Refunded Bonds. Refunded Bonds are typically secured by direct obligations
of the U.S. Government, or in some cases obligations guaranteed by the U.S.
Government, placed in an escrow account maintained by an independent trustee
until maturity or a predetermined redemption date. These obligations are
generally noncallable prior to maturity or the predetermined redemption date.
In a few isolated instances to date, however, bonds which were thought to be
escrowed to maturity have been called for redemption prior to maturity.
Airport, Port and Highway Revenue Bonds. Certain facility revenue bonds are
payable from and secured by the revenues from the ownership and operation of
particular facilities, such as airports (including airport terminals and
maintenance facilities), bridges, marine terminals, turnpikes and port
authorities. For example, the major portion of gross airport operating income
is generally derived from fees received from signatory airlines pursuant to
use agreements which consist of annual payments for airport use, occupancy of
certain terminal space, facilities, service fees, concessions and leases.
Airport operating income may therefore be affected by the ability of the
airlines to meet their obligations under the use agreements. The air transport
industry is experiencing significant variations in earnings and traffic, due
to increased competition, excess capacity, increased aviation fuel costs,
deregulation, traffic constraints, the recent recession and other factors. As
a result, several airlines experienced severe financial difficulties. Several
airlines have sought protection from their creditors under Chapter 11 of the
Bankruptcy Code while, other airlines have been liquidated. The Sponsor cannot
predict what effect these industry conditions may have on airport revenues
which are dependent for payment on the financial condition of the airlines and
their usage of the particular airport facility. Furthermore, proposed
Legislation would provide the U.S. Secretary of Transportation with the
temporary authority to freeze airport fees upon the occurrence of disputes
between a particular airport facility and the airlines utilizing that
facility.
Similarly, payment on bonds related to other facilities is dependent on
revenues from the projects, such as use fees from ports, tolls on turnpikes
and bridges and rents from buildings. Therefore, payment may be adversely
affected by reduction in revenues due to such factors and increased cost of
maintenance or decreased use of a facility, lower cost of alternative modes of
transportation or scarcity of fuel and reduction or loss of rents.
Special Tax Bonds. Special tax bonds are payable from and secured by the
revenues derived by a municipality from a particular tax such as a tax on the
rental of a hotel room, on the purchase of food and beverages, on the rental
of automobiles or on the consumption of liquor. Special tax bonds are not
secured by the general tax revenues of the municipality, and they do not
represent general obligations of the municipality. Therefore, payment on
special tax bonds may be adversely affected by a reduction in revenues
realized from the underlying special tax due to a general decline in the local
economy or population or due to a decline in the consumption, use or cost of
the goods and services that are subject to taxation. Also, should spending on
the particular goods or services that are subject to the special tax decline,
the municipality may be under no obligation to increase the rate of the
special tax to ensure that sufficient revenues are raised from the shrinking
taxable base.
Tax Allocation Bonds. Tax allocation bonds are typically secured by
incremental tax revenues collected on property within the areas where
redevelopment projects, financed by bond proceeds are located ("project
areas"). Such payments are expected to be made from projected increases in tax
revenues derived from higher assessed values of property resulting from
development in the particular project area and not from an increase in tax
rates. Special risk considerations include: reduction of, or a less than
anticipated increase in, taxable values of property in the project area,
caused either by economic factors beyond the Issuer's control (such as a
relocation out of the project area by one or more major property owners) or by
destruction of property due to natural or
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other disasters; successful appeals by property owners of assessed valuations;
substantial delinquencies in the payment of property taxes; or imposition of
any constitutional or legislative property tax rate decrease.
Transit Authority Bonds. Mass transit is generally not self-supporting from
fare revenues. Therefore, additional financial resources must be made
available to ensure operation of mass transit systems as well as the timely
payment of debt service. Often such financial resources include Federal and
state subsidies, lease rentals paid by funds of the state or local government
or a pledge of a special tax such as a sales tax or a property tax. If fare
revenues or the additional financial resources do not increase appropriately
to pay for rising operating expenses, the ability of the issuer to adequately
service the debt may be adversely affected.
Convention Facility Bonds. The Portfolio of a Trust may contain Bonds of
issuers in the convention facilities category. Bonds in the convention
facilities category include special limited obligation securities issued to
finance convention and sports facilities payable from rental payments and
annual governmental appropriations. The governmental agency is not obligated
to make payments in any year in which the monies have not been appropriated to
make such payments. In addition, these facilities are limited use facilities
that may not be used for purposes other than as convention centers or sports
facilities.
Correctional Facility Bonds. The Portfolio of a Trust may contain Bonds of
issuers in the correctional facilities category. Bonds in the correctional
facilities category include special limited obligation securities issued to
construct, rehabilitate and purchase correctional facilities payable from
governmental rental payments and/or appropriations.
Puerto Rico Bonds. Certain of the Bonds in the Trust may be general
obligations and/or revenue bonds of issuers located in Puerto Rico. Such Bonds
will be affected by general economic conditions in Puerto Rico. The economy of
Puerto Rico is fully integrated with that of the mainland United States.
During fiscal year 1998, approximately 90% of Puerto Rico's exports were to
the United States mainland, which was also the source of 61% of Puerto Rico's
imports. In fiscal 1998, Puerto Rico experienced a $8.5 billion positive
adjusted merchandise trade balance. The dominant sectors of the Puerto Rico
economy are manufacturing and services. Gross product in fiscal 1993 was $25.1
billion ($24.5 billion in 1992 prices) and gross product in fiscal 1997 was
$32.1 billion ($27.7 billion in 1992 prices). This represents an increase in
gross product of 27.7% from fiscal 1993 to 1997 (13.0% in 1992 prices).
According to the Labor Department's Household Employment Survey, during fiscal
1998, total employment increased 0.8% over fiscal 1997. The preliminary
figures of gross product for fiscal 1998, released in November 1998, was $34.7
billion ($28.5 billion in 1992 prices). This represents an increase of 8.1%
(3.1% in 1992 prices ) over fiscal 1997. This preliminary growth rate is 0.1%
above the original base line forecast for fiscal 1998. The Planning Board's
gross product forecast for fiscal 1999, made in February 1998, projected an
increase of 2.7% over fiscal 1998. According to the Labor Department's
Household Employment Survey, during the first five months of fiscal 1999,
total employment decreased 1.2% over the same period for fiscal 1998. Total
monthly employment averaged 1,124,800 during the first five months of fiscal
1999, compared to 1,138,400 over the same period in fiscal 1998. The
seasonally adjusted unemployment rate for November 1998 was 13.3%.
Year 2000 Issue. The Trusts, like other businesses and entities, could be
adversely affected if the computer systems used by the Sponsor and Trustee or
other service providers to a Trust do not properly process and calculate date-
related information and data from and after January 1, 2000. This is commonly
known as the "Year 2000 Problem." The Sponsor and Trustee are taking steps
that they believe are reasonably designed to address the Year 2000 Problem
with respect to computer systems that they use and to obtain reasonable
assurances that comparable steps are being taken by the Trusts' other service
providers. However, there can be no assurance that the Year 2000 Problem will
be properly or timely resolved so to avoid any adverse impact to each Trust.
The Year 2000 Problem may thus also adversely affect issuers of the Bonds
contained in the Trust, to varying degrees based upon various factors. The
Sponsor is unable to predict what affect, if any, the Year 2000 Problem will
have on such issuers.
Insurance. Certain Bonds (the "Insured Bonds") may be insured or guaranteed
by American Capital Access Corporation ("ACA"), Asset Guaranty Insurance Co.
("AGI"), AMBAC Indemnity Corporation ("AMBAC"), Asset Guaranty Reinsurance
Company ("Asset Guaranty"), Capital Guaranty Insurance Company ("CGIC"),
Capital Markets Assurance Corp. ("CAPMAC"), Connie Lee Insurance Company
("Connie Lee"), Financial Guaranty Insurance Company "Financial Guaranty"),
Financial Security Assurance Inc. ("FSA"), or MBIA Insurance Corporation
("MBIA") (collectively, the "Insurance Companies"). The claims-paying ability
of each of these companies, unless otherwise indicated, is rated AAA by
Standard & Poor's or another acceptable national rating service. The ratings
are subject to change at any time at the discretion of the rating agencies. In
determining whether to insure bonds, the Insurance Companies severally apply
their own standards. The cost of this insurance is borne either by the issuers
or previous owners of the bonds or by the Sponsor. The insurance policies are
non-cancellable and will continue in force so long as the Insured Bonds are
outstanding and the insurers remain in business. The insurance policies
guarantee the timely payment of principal and interest on but do not guarantee
the market value of the Insured Bonds or the value of the Units. The insurance
policies generally do not provide for accelerated payments of principal or,
except in the case of any portfolio insurance policies, cover redemptions
resulting from events of taxability. If the issuer of any Insured Bond should
fail to make an interest or principal payment, the insurance policies
generally provide that the Trustee or its agent shall give notice of
nonpayment to the Insurance Company or its agent and provide
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evidence of the Trustee's right to receive payment. The Insurance Company is
then required to disburse the amount of the failed payment to the Trustee or
its agent and is thereafter subrogated to the Trustee's right to receive
payment from the issuer.
The following are brief descriptions of certain of the insurance companies
that may insure or guarantee certain Bonds. The financial information
presented for each company has been determined on a statutory basis and is
unaudited.
ACA is a wholly owned subsidiary of American Capital Access Holdings, Inc.
("Holdings"), which, in turn is owned by American Capital Access Holdings,
L.L.C. ACA is a Maryland domiciled financial guaranty insurance company and
the major operating entity of Holdings; Holdings also owns American Capital
Access Service Corp., which provides primarily personnel-related services to
ACA.
ACA was initially capitalized in 1997, with $117,000,000 in policyholders'
surplus. Additionally, Zurich Reinsurance (North America) Inc. has provided a
$50,000,000 soft capital facility and Capital Reinsurance Co. has written ACA
a $75,000,000 excess of loss treaty. Standard & Poor's has assigned an A
claims-paying ability to ACA.
AGI and its affiliate company Enhance Reinsurance Co. are managed by
essentially the same management team and are direct, wholly owned subsidiaries
of Enhance Financial Services Group Inc.
AMBAC is a Wisconsin-domiciled stock insurance corporation, regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin, and
licensed to do business in 50 states, the District of Columbia, the Territory
of Guam and the Commonwealth of Puerto Rico, with admitted assets of
approximately $3,073,000,000 (unaudited) and statutory capital of
approximately $1,769,000,000 (audited) as of June 30, 1998. Statutory capital
consists of AMBAC's policyholders' surplus and statutory contingency reserve.
AMBAC is a wholly owned subsidiary of AMBAC Inc., a 100% publicly-held
company. Moody's, Standard & Poor's and Fitch have each assigned a triple-A
claims-paying ability rating to AMBAC.
AMBAC has obtained a ruling from the Internal Revenue Service to the effect
that the insuring of an obligation by AMBAC will not affect the treatment for
federal income tax purposes of interest on such obligation and that insurance
proceeds representing maturing interest paid by AMBAC under policy provisions
substantially identical to those contained in its municipal bond insurance
policy shall be treated for federal income tax purposes in the same manner as
if such payments were made by the issuer of the Bonds.
Asset Guaranty is a New York State insurance company licensed to write
financial guarantee, credit, residual value and surety insurance. Asset
Guaranty commenced operations in mid-1988 by providing reinsurance to several
major monoline insurers. Asset Guaranty also issued limited amounts of primary
financial guaranty insurance, but not in direct competition with the primary
monoline companies for which it acts as a reinsurer. The parent holding
company of Asset Guaranty, Asset Guarantee Inc. (AGI), merged with Enhance
Financial Services (EFS) in June, 1990 to form Enhance Financial Services
Group Inc. (EFSG). The two main, 100%-owned subsidiaries of EFSG, Asset
Guaranty and Enhance Reinsurance Company (ERC), share common management and
physical resources.
CAPMAC commenced operations in December, 1987 as the second monoline
financial guaranty insurance company (after FSA) organized solely to insure
non-municipal obligations. CAPMAC, a New York corporation, is a wholly-owned
subsidiary of CAPMAC Holdings, Inc. (CHI), which was sold in 1992 by Citibank
(New York State) to a group of 12 investors led by the following: Dillon
Read's Saratoga Partners II; L.P. (Saratoga), an acquisition fund; Caprock
Management, Inc., representing Rockefeller family interests; Citigrowth Fund,
a Citicorp venture capital group; and CAPMAC senior management and staff.
These groups control approximately 70% of the stock of CHI. CAPMAC had
traditionally specialized in guaranteeing consumer loan and trade receivable
asset-backed securities. Under the new ownership group CAPMAC intends to
become involved in the municipal bond insurance business, as well as their
traditional non-municipal business.
FSA is a monoline insurance company incorporated in 1984 under the laws of
the State of New York and is licensed to engage in the financial guaranty
insurance business in all 50 states, the District of Columbia and Puerto Rico.
FSA is a wholly owned subsidiary of Financial Security Assurance Holdings
Ltd. ("Holdings"), a New York Stock Exchange listed company. Major
shareholders of Holdings include Fund American Enterprises Holdings, Inc., US
WEST Capital Corporation and Tokio Marine and Fire Insurance Co., Ltd. No
shareholder of Holdings is obligated to pay any debt of FSA or any claim under
any insurance policy issued by FSA or to make any additional contribution to
the capital of FSA.
Pursuant to an intercompany agreement, liabilities on financial guaranty
insurance written or reinsured from third parties, by FSA or any of its
domestic operating insurance company subsidiaries are reinsured among such
companies on an agreed upon percentage substantially proportional to their
respective capital, surplus and reserves, subject to applicable statutory risk
limitations. In addition, FSA reinsures a portion of its liabilities under
certain of its financial guaranty insurance policies with other reinsurers
under various quota-share treaties and on a transaction-by-transaction basis.
Such reinsurance is utilized by FSA as a risk management device and to comply
with certain statutory and rating agency requirements; it does not alter or
limit FSA's obligations
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under any financial guaranty insurance policy. As of June 30, 1998, total
shareholders equity of FSA and its wholly-owned subsidiaries was (unaudited)
$949,625,000 and total unearned premium reserves was (unaudited) $457,615,000.
Connie Lee, a Wisconsin stock insurance corporation, is wholly-owned
subsidiary of Connie Lee Holdings, Inc. (formerly Construction Loan Insurance
Corporation, and herein, "Holdings"). On December 18, 1997, AMBAC acquired all
of the outstanding capital stock of Holdings. Holdings and Connie Lee are now
wholly-owned subsidiaries of AMBAC. Connie Lee, which guaranteed bonds issued
primarily for college and hospital infrastructure projects, is not expected to
write any new business. AMBAC and Connie Lee have arrangements in place to
assure that Connie Lee maintains a level of capital sufficient to support
Connie Lee's outstanding obligations and for Connie Lee insured bonds to
retain their triple-A rating.
As of December 31, 1997, the qualified statutory capital of Connie Lee was
$112,742,860 (unaudited) and total admitted assets were $46,792,234
(unaudited), as reported to the Commissioner of Insurance of the State of
Wisconsin.
Financial Guaranty Insurance Company ("Financial Guaranty") is a wholly-
owned subsidiary of FGIC Corporation ("Corporation"), a Delaware holding
company. The Corporation is a wholly-owned subsidiary of General Electric
Capital Corporation ("GECC"). Neither the Corporation nor GECC is obligated to
pay the debts of or the claims against Financial Guaranty. Financial Guaranty
is a monoline financial guaranty insurer domiciled in the State of New York
and is subject to regulation by the State of New York Insurance Department. As
of June 30, 1998, the total capital and surplus of Financial Guaranty was
$1,282,692,798. In addition, Financial Guaranty is currently licensed to write
insurance in all 50 states and the District of Columbia.
MBIA is the principal operating subsidiary of MBIA Inc. The principal
shareholders of MBIA Inc. were originally Aetna Casualty and Surety Company,
The Fund American Companies, Inc., subsidiaries of CIGNA Corporation and
Credit Local de France, CAECL, S.A. These principal shareholders now own
approximately 13% of the outstanding common stock of MBIA Inc., following a
series of four public equity offerings over a five-year period. MBIA is
domiciled in the State of New York and licensed to do business in, and subject
to regulation under, the laws of all 50 states, the District of Columbia, the
Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands,
the Virgin Islands of the United States and the Territory of Guam. As of
December 31, 1997, MBIA had admitted assets of approximately $5,300,000,000
(audited), total liabilities of approximately $3,500,000,000 (audited), and
policyholders' surplus of approximately $1,800,000,000 (audited), prepared in
accordance with statutory accounting practices prescribed or permitted by
insurance regulatory authorities.
Insurance companies are subject to regulation and supervision in the
jurisdictions in which they do business under statutes which delegate
regulatory, supervisory and administrative powers to state insurance
commissioners. This regulation, supervision and administration relate, among
other things, to: the standards of solvency which must be met and maintained;
the licensing of insurers and their agents; the nature of and limitations on
investments; deposits of securities for the benefit of policyholders; approval
of policy forms and premium rates; periodic examinations of the affairs of
insurance companies; annual and other reports required to be filed on the
financial condition of insurers or for other purposes; and requirements
regarding reserves for unearned premiums, losses and other matters. Regulatory
agencies require that premium rates not be excessive, inadequate or unfairly
discriminatory. Insurance regulation in many states also includes "assigned
risk" plans, reinsurance facilities, and joint underwriting associations,
under which all insurers writing particular lines of insurance within the
jurisdiction must accept, for one or more of those lines, risks unable to
secure coverage in voluntary markets. A significant portion of the assets of
insurance companies is required by law to be held in reserve against potential
claims on policies and is not available to general creditors.
Although the Federal government does not regulate the business of insurance,
Federal initiatives can significantly impact the insurance business. Current
and proposed Federal measures which may significantly affect the insurance
business include pension regulation (ERISA), controls on medical care costs,
minimum standards for no-fault automobile insurance, national health
insurance, personal privacy protection, tax law changes affecting life
insurance companies or the relative desirability of various personal
investment vehicles and repeal of the current antitrust exemption for the
insurance business. (If this exemption is eliminated, it will substantially
affect the way premium rates are set by all property-liability insurers.) In
addition, the Federal government operates in some cases as a co-insurer with
the private sector insurance companies.
Insurance companies are also affected by a variety of state and Federal
regulatory measures and judicial decisions that define and extend the risks
and benefits for which insurance is sought and provided. These include
judicial redefinitions of risk exposure in areas such as products liability
and state and Federal extension and protection of employee benefits, including
pension, workers' compensation, and disability benefits. These developments
may result in short-term adverse effects on the profitability of various lines
of insurance. Longer-term adverse effects can often be minimized through
prompt repricing of coverages and revision of policy terms. In some instances,
these developments may create new opportunities for business growth. All
insurance companies write policies and set premiums based on actuarial
assumptions about mortality, injury, the occurrence of accidents and other
insured events. These assumptions, while well supported by past experience,
necessarily do not take account of future events. The occurrence in the future
of unforeseen circumstances could affect the financial condition of one or
more insurance companies. The
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insurance business is highly competitive and with the deregulation of
financial service businesses, it should become more competitive. In addition,
insurance companies may expand into non-traditional lines of business which
may involve different types of risks.
The above financial information relating to the Insurance Companies has been
obtained from publicly available information. No representation is made as to
the accuracy or adequacy of the information or as to the absence of material
adverse changes since the information was made available to the public.
Litigation and Legislation. To the best knowledge of the Sponsor, there is
no litigation pending as of the Date of Deposit in respect of any Bonds which
might reasonably be expected to have a material adverse effect upon the Trust.
At any time after the Date of Deposit, litigation may be initiated on a
variety of grounds, or legislation may be enacted, with respect to Bonds in
the Trust. Litigation, for example, challenging the issuance of pollution
control revenue bonds under environmental protection statutes may affect the
validity of Bonds or the tax-free nature of their interest. While the outcome
of litigation of this nature can never be entirely predicted, opinions of bond
counsel are delivered on the date of issuance of each Bond to the effect that
the Bond has been validly issued and that the interest thereon is exempt from
regular Federal income tax. In addition, other factors may arise from time to
time which potentially may impair the ability of issuers to make payments due
on the Bonds.
Under the Federal Bankruptcy Act, a political subdivision or public agency
or instrumentality of any state, including municipalities, may proceed to
restructure or otherwise alter the terms of its obligations, including those
of the type comprising the Trust's Portfolio. The Sponsor is unable to predict
what effect, if any, this legislation might have on the Trust.
From time to time Congress considers proposals to tax the interest on state
and local obligations, such as the Bonds. The Supreme Court clarified in South
Carolina v. Baker (decided April 20, 1988) that the U.S. Constitution does not
prohibit Congress from passing a nondiscriminatory tax on interest on state
and local obligations. This type of legislation, if enacted into law, could
adversely affect an investment in Units. Holders are urged to consult their
own tax advisers.
Tax Exemption. In the opinion of bond counsel rendered on the date of
issuance of each Bond, the interest on each Bond is excludable from gross
income under existing law for regular Federal income tax purposes (except in
certain circumstances depending on the Holder) but may be subject to state and
local taxes. As discussed under Taxes below, interest on some or all of the
Bonds may become subject to regular Federal income tax, perhaps retroactively
to their date of issuance, as a result of changes in Federal law or as a
result of the failure of issuers (or other users of the proceeds of the Bonds)
to comply with certain ongoing requirements.
Moreover, the Internal Revenue Service is expanding its examination program
with respect to tax-exempt bonds. The expanded examination program will
consist of, among other measures, increased enforcement against abusive
transactions, broader audit coverage (including the expected issuance of audit
guidelines) and expanded compliance achieved by means of expected revisions to
the tax-exempt bond information return forms. At this time, it is uncertain
whether the tax exempt status of any of the Bonds would be affected by such
proceedings, or whether such effect, if any, would be retroactive.
In certain cases, a Bond may provide that if the interest on the Bond should
ultimately be determined to be taxable, the Bond would become due and payable
by its issuer, and, in addition, may provide that any related letter of credit
or other security could be called upon if the issuer failed to satisfy all or
part of its obligation. In other cases, however, a Bond may not provide for
the acceleration or redemption of the Bond or a call upon the related letter
of credit or other security upon a determination of taxability. In those cases
in which a Bond does not provide for acceleration or redemption or in which
both the issuer and the bank or other entity issuing the letter of credit or
other security are unable to meet their obligations to pay the amounts due on
the Bond as a result of a determination of taxability, the Trustee would be
obligated to sell the Bond and, since it would be sold as a taxable security,
it is expected that it would have to be sold at a substantial discount from
current market price. In addition, as mentioned above, under certain
circumstances Holders could be required to pay income tax on interest received
prior to the date on which the interest is determined to be taxable.
The Units
On the Date of Deposit, each Unit in a Trust represented a fractional
undivided interest in the principal and net income of such Trust as is set
forth in Part A, "Summary of Essential Information."
If any Units are redeemed after the date of this Prospectus by the Trustee,
the principal amount of Bonds in the affected Trust will be reduced by an
amount allocable to redeemed Units and the fractional undivided interest in
the affected Trust represented by each unredeemed Unit will be increased.
Units will remain outstanding until redeemed upon tender to the Trustee by any
Unit holder, which may include the Sponsor, or until the termination of the
Trust Agreement. (See "Amendment and Termination of the Trust Agreement--
Termination.")
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Taxes
The following discussion addresses only the tax consequences of Units held
as capital assets and does not address the tax consequences of Units held by
dealers, financial institutions or insurance companies.
In the opinion of Battle Fowler LLP, special counsel for the Sponsor, under
existing law:
The Trusts are not associations taxable as corporations for Federal
income tax purposes, and income received by the Trusts will be treated as
the income of the Unit holders ("Holders") in the manner set forth below.
Each Holder of Units of a Trust will be considered the owner of a pro
rata portion of each Bond in the Trust under the grantor trust rules of
Sections 671-679 of the Internal Revenue Code of 1986, as amended (the
"Code"). The total cost to a Holder of its Units, including sales charges,
is allocated to its pro rata portion of each Bond, in proportion to the
fair market values thereof on the date the Holder purchases its Units, in
order to determine its tax cost for his pro rata portion of each Bond. In
order to determine the face amount of a Holder's pro rata portion of each
Bond on the Date of Deposit, see "Aggregate Principal" under "Portfolio of
Securities". In order for a Holder who purchases its Units on the Date of
Deposit to determine the fair market value of its pro rata portion of each
Bond on such date, see "Cost of Securities to Trust" under "Portfolio of
Securities".
Each Holder of Units of a Trust will be considered to have received the
interest on its pro rata portion of each Bond when interest on the Bond is
received by the Trust. In the opinion of bond counsel (delivered on the
date of issuance of each Bond), such interest will be excludable from gross
income for regular Federal income tax purposes (except in certain limited
circumstances referred to below). Amounts received by a Trust pursuant to a
bank letter of credit, guarantee or insurance policy with respect to
payments of principal, premium or interest on a Bond in the Trust will be
treated for Federal income tax purposes in the same manner as if such
amounts were paid by the issuer of the Bond.
The Trusts may contain Bonds which were originally issued at a discount
("original issue discount"). The following principles will apply to each
Holder's pro rata portion of any Bond originally issued at a discount. In
general, original issue discount is defined as the difference between the
price at which a debt obligation was issued and its stated redemption price
at maturity. Original issue discount on a tax-exempt obligation issued
after September 3, 1982, is deemed to accrue as tax-exempt interest over
the life of the obligation under a formula based on the compounding of
interest. Original issue discount on a tax-exempt obligation issued before
July 2, 1982 is deemed to accrue as tax-exempt interest ratably over the
life of the obligation. Original issue discount on any tax-exempt
obligation issued during the period beginning July 2, 1982 and ending
September 3, 1982 is also deemed to accrue as tax-exempt interest over the
life of the obligation, although it is not clear whether such accrual is
ratable or is determined under a formula based on the compounding of
interest. If a Holder's tax cost for its pro rata portion of a Bond issued
with original issue discount is greater than its "adjusted issue price" but
less than its stated redemption price at maturity (as may be adjusted for
certain payments), the Holder will be considered to have purchased its pro
rata portion of the Bond at an "acquisition premium." A Holder's adjusted
tax basis for its pro rata portion of a Bond issued with original issue
discount will include original issue discount accrued during the period
such Holder held its Units. Such increases to the Holder's tax basis in its
pro rata portion of the Bond resulting from the accrual of original issue
discount, however, will be reduced by the amortization of any such
acquisition premium.
If a Holder's tax basis for its pro rata portion of a Bond in the
Holder's Trust exceeds the redemption price at maturity thereof (subject to
certain adjustments), the Holder will be considered to have purchased its
pro rata portion of the Bond with "amortizable bond premium". The Holder is
required to amortize such bond premium over the term of the Bond. Such
amortization is only a reduction of basis for its pro rata portion of the
Bond and does not result in any deduction against the Holder's income.
Therefore, under some circumstances, a Holder may recognize taxable gain
when its pro rata portion of a Bond is disposed of for an amount equal to
or less than its original tax basis therefor.
A Holder will recognize taxable gain or loss when all or part of its pro
rata portion of a Bond in its Trust is disposed of by the Trust for an
amount greater or less than its adjusted tax basis. A Holder will also be
considered to have disposed of all or part of its pro rata portion of each
Bond when it sells or redeems all or some of its Units. Any such taxable
gain or loss will be capital gain or loss (assuming that the Units are held
as capital assets), except that any gain from the disposition of a Holder's
pro rata portion of a Bond acquired by the Holder at a "market discount"
(i.e., where the Holder's original basis for its pro rata portion of the
Bond (plus any original issue discount that will accrue thereon until its
maturity) is less than its stated redemption price at maturity) would be
treated as ordinary income to the extent the gain does not exceed the
accrued market discount. Capital gains are generally taxed at the same rate
as ordinary income. However, the excess of net long-term capital gains over
net short-term capital losses may be taxed at a lower rate than ordinary
income for certain noncorporate taxpayers. A capital gain or loss is long-
term if the asset is held for more than one year and short-term if held for
one year or less. The deduction of capital losses is subject to
limitations.
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Under Section 265 of the Code, a Holder (except a corporate Holder) is
not entitled to a deduction for its pro rata share of fees and expenses of
a Trust because the fees and expenses are incurred in connection with the
production of tax-exempt income. Further, if borrowed funds are used by a
Holder to purchase or carry Units of any Trust, interest on such
indebtedness will not be deductible for Federal income tax purposes. In
addition, under rules used by the Internal Revenue Service, the purchase of
Units may be considered to have been made with borrowed funds even though
the borrowed funds are not directly traceable to the purchase of Units.
Similar rules may be applicable for state tax purposes.
From time to time proposals are introduced in Congress and state
legislatures which, if enacted into law, could have an adverse impact on
the tax-exempt status of the Bonds. It is impossible to predict whether any
legislation in respect of the tax status of interest on such obligations
may be proposed and eventually enacted at the Federal or state level.
The foregoing discussion relates only to Federal and certain aspects of
New York State and City income taxes. Depending on their state of
residence, Holders may be subject to state and local taxation and should
consult their own tax advisers in this regard.
Interest on certain tax-exempt bonds issued after August 7, 1986 will be a
preference item for purposes of the alternative minimum tax ("AMT"). The
Sponsor believes that interest (including any original issue discount) on the
Bonds should not be subject to the AMT for individuals or corporations under
this rule. A corporate Holder should be aware, however, that the accrual or
receipt of tax-exempt interest not subject to the AMT may give rise to an
alternative minimum tax liability (or increase an existing liability) because
the interest income will be included in the corporation's "adjusted current
earnings" for purposes of the adjustment to alternative minimum taxable income
required by Section 56(g) of the Code.
In addition, interest on the Bonds must be taken into consideration in
computing the portion, if any, of social security benefits that will be
included in an individual's gross income and subject to Federal income tax.
Holders are urged to consult their own tax advisers concerning an investment
in Units.
At the time of issuance of each Bond, an opinion relating to the validity of
the Bond and to the exemption of interest thereon from regular Federal income
taxes was or will be rendered by bond counsel. Neither the Sponsor nor Battle
Fowler LLP have made or will make any review of the proceedings relating to
the issuance of the Bonds or the basis for these opinions. The tax exemption
is dependent upon the issuer's (and other users') compliance with certain
ongoing requirements, and the opinion of bond counsel assumes that these
requirements will be complied with. However, there can be no assurance that
the issuer (and other users) will comply with these requirements, in which
event the interest on the Bond could be determined to be taxable retroactively
to the date of issuance.
In the case of certain of the Bonds, the opinions of bond counsel indicate
that interest on such Bonds received by a "substantial user" of the facilities
being financed with the proceeds of such Bonds, or persons related thereto,
for periods while such Bonds are held by such a user or related person, will
not be exempt from regular Federal income taxes, although interest on such
Bonds received by others would be exempt from regular Federal income taxes.
"Substantial user" is defined under U.S. Treasury Regulations to include only
a person whose gross revenue derived with respect to the facilities financed
by the issuance of bonds is more than 5% of the total revenue derived by all
users of such facilities, or who occupies more than 5% of the usable area of
such facilities or for whom such facilities or a part thereof were
specifically constructed, reconstructed or acquired. "Related persons" are
defined to include certain related natural persons, affiliated corporations,
partners and partnerships. Similar rules may be applicable for state tax
purposes.
After the end of each calendar year, the Trustee will furnish to each Holder
an annual statement containing information relating to the interest received
by the Trust on the Bonds, the gross proceeds received by the Trust from the
disposition of any Bond (resulting from redemption or payment at maturity of
any Bond or the sale by the Trust of any Bond), and the fees and expenses paid
by the Trust. The Trustee will also furnish annual information returns to each
Holder and to the Internal Revenue Service. Holders are required to report to
the Internal Revenue Service the amount of tax-exempt interest received during
the year.
Expenses and Charges
Initial Expenses
Investors will reimburse the Sponsor on a per Unit basis, all or a portion
of the estimated costs incurred in organizing each Trust--including the cost
of the initial preparation of documents relating to a Trust, Federal and State
registration fees, the initial fees and expenses of the Trustee, legal
expenses and any other out-of-pocket expenses. The estimated organization
costs will be paid to the Sponsor from the assets of a Trust as of the close
of the initial public offering period. To the extent that actual organization
costs are less than the estimated amount, only the actual organization costs
will be deducted from the assets of a Trust. To the extent that actual
organization costs are greater than the estimated amount, only the estimated
organization costs
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added to the Public Offering Price will be reimbursed to the Sponsor. Any
balance of the costs incurred in establishing a Trust, as well as advertising
and selling expenses and other out-of-pocket expenses will be paid at no cost
to the Trusts.
Trustee's, Sponsor's and Evaluator's Fees
The Trustee will receive for its ordinary recurring services to a Trust an
annual fee in the amount set forth under Part A, "Summary of Essential
Information." For a discussion of the services performed by the Trustee
pursuant to its obligations under the Trust Agreement, see "Rights of Unit
Holders." The Trustee will receive the benefit of any reasonable cash balances
in the Income and Principal Accounts.
There are no management fees and the Sponsor earns only a nominal Portfolio
Supervision fee (the "Supervision Fee"), which is earned for Portfolio
supervisory services. This fee is based upon the greatest face amount of Bonds
in the Trust at any time during the calendar year with respect to which the
fee is being computed.
The Supervision Fee, which is not to exceed the amount set forth in Part A--
"Summary of Essential Information", may exceed the actual costs of providing
Portfolio supervisory services for such Trust, but at no time will the total
amount the Sponsor receives for Portfolio supervisory services rendered to all
series of Tax Exempt Securities Trust in any calendar year exceed the
aggregate cost to them of supplying such services in such year. In addition,
the Sponsor may also be reimbursed for bookkeeping and other administrative
services provided to the Trust in amounts not exceeding their costs of
providing these services.
The Evaluator will receive a fee in the amount set forth under Part A,
"Summary of Essential Information," for each evaluation of the Bonds in a
Trust. For a discussion of the services performed by the Evaluator pursuant to
its obligations under the Trust Agreement, see "Evaluator--Responsibility" and
"Public Offering--Offering Price."
Any of such fees may be increased without approval of the Unit holders by
amounts not exceeding proportionate increases in consumer prices for services
as measured by the United States Department of Labor's Consumer Price Index
entitled "All Services Less Rent" or, if such Index is no longer published, in
a similar Index to be determined by the Trustee and the Sponsor.
Other Charges
The following additional charges are or may be incurred by a Trust: all
expenses of the Trustee (including fees and expenses of counsel and auditors)
incurred in connection with its activities under the Trust Agreement,
including reports and communications to Unit holders; expenses and costs of
any action undertaken by the Trustee to protect a Trust and the rights and
interests of the Unit holders; fees of the Trustee for any extraordinary
services performed under the Trust Agreement; indemnification of the Trustee
for any loss or liability accruing to it without gross negligence, bad faith
or willful misconduct on its part, arising out of or in connection with its
acceptance or administration of a Trust; to the extent lawful, expenses
(including legal, accounting and printing expenses) of maintaining
registration or qualification of the Units and/or a Trust under Federal or
state securities laws subsequent to initial registration so long as the
Sponsor maintains a market for the Units and all taxes and other governmental
charges imposed upon the Bonds or any part of a Trust (no such taxes or
charges are being levied or made or, to the knowledge of the Sponsor,
contemplated). The above expenses, including the Trustee's fee, when paid by
or owing to the Trustee, are secured by a lien on the Trust. In addition, the
Trustee is empowered to sell Bonds in order to make funds available to pay all
expenses.
PUBLIC OFFERING
Offering Price
During the initial public offering period, the Public Offering Price of the
Units of a Trust is determined by adding to the Evaluator's determination of
the aggregate offering price of the Bonds per Unit a sales charge equal to a
percentage of the Public Offering Price of the Units of the Trust, as set
forth in the table below. In addition, during the initial public offering
period a portion of the Public Offering Price per Unit also consists of cash
in an amount sufficient to pay the per Unit portion of all or a part of the
cost incurred in organizing and offering a Trust, see "Expenses and Charges--
Initial Expenses". After the initial public offering period, the Public
Offering Price of the Units of a Trust will be determined by adding to the
Evaluator's determination of the aggregate bid price of the Bonds per Unit a
sales charge equal to 5.00% of the Public Offering Price (5.263% of the
aggregate bid
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<PAGE>
price of the Bonds per Unit). A proportionate share of accrued and
undistributed interest on the Bonds in a Trust at the date of delivery of the
Units of such Trust to the purchaser is also added to the Public Offering
Price. (See "Rights of Unit Holders--Distribution of Interest and Principal.")
During the initial public offering period, the sales charge and dealer
concession for the Trusts will be reduced as follows:
<TABLE>
<CAPTION>
Percent of Percent of
Public Net Amount Dealer
Units Purchased+ Offering Price Invested Concession
- ---------------- -------------- ---------- ----------
<S> <C> <C> <C>
1- 99.................................. 4.70% 4.932% $33.00
100-249.................................. 4.25% 4.439% $32.00
250-499.................................. 4.00% 4.167% $30.00
500-999.................................. 3.50% 3.627% $25.00
1,000 or more.............................. 3.00% 3.093% $20.00
</TABLE>
The Sponsor may at any time change the amount by which the sales charge is
reduced, or discontinue the discount completely.
- -------
+ The reduced sales charge is also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $1,000 for one Unit, etc.
Units held in the name of the spouse or child under the age of 21 of the
purchaser are deemed to be registered in the name of the purchaser for
purposes of calculating the applicable sales charge.
Pursuant to employee benefit plans, Units of a Trust are available to
employees of the Sponsor and its subsidiaries, affiliates and employee-related
discounts, during the initial public offering period, at a Public Offering
Price equal to the Evaluator's determination of the aggregate offering price
of the Bonds of a Trust per Unit plus a sales charge of .50% of the Public
Offering Price and after the initial public offering period, at a Public
Offering Price equal to the Evaluator's determination of the aggregate bid
price of the Bonds of a Trust per Unit plus a sales charge of .50% of the
Public Offering Price. Sales through such plans to employees of the Sponsor
result in less selling effort and selling expenses than sales to the general
public. Participants in the Smith Barney Asset One SM Program may purchase
Units of the Trust at a Public Offering Price equal to the Evaluator's
determination of the aggregate offering price of the Bonds of a Trust per Unit
during the initial offering period and after the initial offering period at a
Public Offering Price equal to the Evaluator's determination of the aggregate
bid price of the Bonds of a Trust per Unit. Participants in the Smith Barney
Asset One SM Program are subject to certain fees for specified securities
brokerage and execution services.
Method of Evaluation
During the initial public offering period, the aggregate offering price of
the Bonds is determined by the Evaluator (1) on the basis of current offering
prices for the Bonds*, (2) if offering prices are not available for any Bonds,
on the basis of current offering prices for comparable securities, (3) by
appraisal, or (4) by any combination of the above. Such determinations are
made each business day as of the Evaluation Time set forth in the "Summary of
Essential Information," in Part A, effective for all sales made subsequent to
the last preceding determination. Following the initial public offering
period, the aggregate bid price of the Bonds (which is used to calculate the
price at which the Sponsor repurchases and sells Units in the secondary market
and the Redemption Price at which Units may be redeemed) will be determined by
the Evaluator (1) on the basis of the current bid prices for the Bonds*, (2)
if bid prices are not available for any Bonds, on the basis of current bid
prices of comparable securities, (3) by appraisal, or (4) by any combination
of the above. Such determinations will be made each business day as of the
Evaluation Time set forth in the "Summary of Essential Information," in Part
A, effective for all sales made subsequent to the last preceding
determination. The term "business day," as used herein shall exclude
Saturdays, Sundays and any day on which the New York Stock Exchange is closed.
The difference between the bid and offering prices of the Bonds may be
expected to average approximately 1 1/2% of principal amount. In the case of
actively traded securities, the difference may be as little as 1/2 of 1%, and
in the case of inactively traded securities such difference will usually not
exceed 3%. The price at which Units may be repurchased by the Sponsor in the
secondary market could be less than the price paid by the Unit holder. On the
Date of Deposit for each Trust the aggregate current offering price of such
Bonds per Unit exceeded the bid price of such Bonds per Unit by the amounts
set forth under "Summary of Essential Information" in Part A. For information
relating to the calculation of the Redemption Price per Unit, which is also
based upon the aggregate bid price of the underlying Bonds and which may be
expected to be less than the Public Offering Price per Unit, see "Rights of
Unit Holders--Redemption of Units."
- -------
* Current offering or bid prices of the Deposited Units, if any, are based on
prevailing weekly evaluations of the obligations underlying such Deposited
Units.
B-16
<PAGE>
Distribution of Units
During the initial public offering period Units of a Trust will be
distributed to the public at the Public Offering Price determined in the
manner provided above (see "Public Offering--Offering Price") through the
Underwriters and dealers. The initial public offering period is 30 days unless
all Units of a Trust are sold prior thereto, in which case the initial public
offering period terminates with the sale of all Units. So long as all Units
initially offered have not been sold, the Sponsor may extend the initial
public offering period for up to four additional successive 30-day periods.
Upon completion of the initial public offering, Units which remain unsold or
which may be acquired in the secondary market (see "Public Offering--Market
for Units") may be offered by this Prospectus at the Public Offering Price
determined in the manner provided above (see "Public Offering--Offering
Price").
It is the Sponsor's intention to qualify Units of a Trust for sale through
the Underwriters and dealers who are members of the National Association of
Securities Dealers, Inc. Units of a State Trust will be offered for sale only
in the State for which the Trust is named, except that Units of a New York
Trust will also be offered for sale to residents of the State of Connecticut,
the State of Florida and the Commonwealth of Puerto Rico. Units will initially
be sold to dealers at prices which represent a concession equal to the amount
designated in the tables under "Public Offering--Offering Price" herein, for a
Trust with an unreduced sales charge as specified in Part A--"The Public
Offering Price." The Sponsor reserves the right to change the amount of the
concession to dealers from time to time. After the initial offering period the
dealer concession is negotiated on a case-by-case basis.
Sales will be made only with respect to whole Units, and the Sponsor
reserves the right to reject, in whole or in part, any order for the purchase
of Units. A purchaser does not become a Unit holder (Certificate holder) or
become entitled to exercise the rights of a Unit holder (including the right
to redeem his Units) until he has paid for his Units. Generally, such payment
must be made within five business days after an order for the purchase of
Units has been placed. The price paid by a Unit holder is the Public Offering
Price in effect at the time his order is received, plus accrued interest (see
"Public Offering--Method of Evaluation"). This price may be different from the
Public Offering Price in effect on any other day, including the day on which
he made payment for the Units.
Market for Units
Following the initial public offering period the Sponsor, although not
obligated to do so, presently intends to maintain a market for the Units of a
Trust and continuously to offer to purchase such Units at prices based upon
the aggregate bid price of the underlying Bonds. For information relating to
the method and frequency of the Evaluator's determination of the aggregate bid
price of the underlying Bonds, see "Public Offering--Method of Evaluation."
The Sponsor may cease to maintain such a market at any time and from time to
time without notice if the supply of Units of a Trust of this Series exceeds
demand or for any other reason. In this event the Sponsor may nonetheless
purchase Units, as a service to Unit holders, at prices based on the current
Redemption Price of those Units. In the event that a market is not maintained
for the Units of a Trust, a Unit holder of such Trust desiring to dispose of
his Units may be able to do so only by tendering such Units to the Trustee for
redemption at the Redemption Price, which is based upon the aggregate bid
price of the underlying Bonds. The aggregate bid price of the underlying Bonds
of a Trust may be expected to be less than the aggregate offering price.
Exchange Option
Unit holders may elect to exchange any or all of their Units of this series
for units of one or more of any series of Tax Exempt Securities Trust (the
"Exchange Trust") available for sale in the state in which the Unit holder
resides at a Public Offering Price for the units of the Exchange Trust to be
acquired based on a fixed sales charge of $25 per unit. The Sponsor reserves
the right to modify, suspend or terminate this plan at any time without
further notice to Unit holders. Therefore, there is no assurance that a market
for units will in fact exist on any given date on which a Unit holder wishes
to sell his Units of this series and thus there is no assurance that the
Exchange Option will be available to a Unit holder. Exchanges will be effected
in whole units only. If the proceeds from the Units being surrendered are less
than the cost of a whole number of units being acquired, the exchanging Holder
will be permitted to add cash in an amount to round up to the next highest
number of whole units.
An exchange of Units pursuant to the Exchange Option for units of an
Exchange Trust will generally constitute a "taxable event" under the Code,
i.e., a Holder will recognize a gain or loss at the time of exchange. However,
an exchange of Units of this Trust for units of any other series of the Tax
Exempt Securities Trust which are grantor trusts for U.S. Federal income tax
purposes will not constitute a taxable event to the extent that the underlying
securities in each trust do not differ materially either in kind or in extent.
Unit holders are urged to consult their own tax advisors as to the tax
consequences to them of exchanging Units in particular cases.
Units of the Exchange Trust will be sold under the Exchange Option at the
bid prices of the underlying securities in the particular portfolio involved
per unit plus a fixed charge of $25 per unit. As an example, assume that a
Unit holder, who has three units of a trust with a current price of $1,020 per
unit based on the bid prices of the underlying securities, desires to exchange
his Units for units of a series of an Exchange Trust with a current price of
$880 per unit based on the bid prices of the underlying securities. In
B-17
<PAGE>
this example, the proceeds from the Unit holder's units will aggregate $3,060.
Since only whole units of an Exchange Trust may be purchased under the
Exchange Option, the Unit holder would be able to acquire three units in the
Exchange Trust for a total cost of $2,715 ($2,640 for the units and $75 for
the sales charge) and would also receive $345 for the fractional unit.
Reinvestment Programs
Distributions of interest and principal, if any, are made to Unit holders
monthly. The Unit holder will have the option of either receiving his monthly
income check from the Trustee or participating in one of the reinvestment
programs offered by the Sponsor provided such Unit holder meets the minimum
qualifications of the reinvestment program and such program lawfully qualifies
for sale in the jurisdiction in which the Unit holder resides. Upon enrollment
in a reinvestment program, the Trustee will direct monthly interest
distributions and principal distributions, if any, to the reinvestment program
selected by the Unit holder. Since the Sponsor has arranged for different
reinvestment alternatives, Unit holders should contact the Sponsor for more
complete information, including charges and expenses. The appropriate
prospectus will be sent to the Unit holder. The Unit holder should read the
prospectus for a reinvestment program carefully before deciding to
participate. Participation in the reinvestment program will apply to all Units
of a Trust owned by a Unit holder and may be terminated at any time by the
Unit holder, or the program may be modified or terminated by the Trustee or
the program's Sponsor.
Sponsor's and Underwriters' Profits
For their services the Underwriters (see Part A, "Underwriting") receive a
commission based on the sales charge of a particular Trust (see "Public
Offering--Offering Price") as adjusted pursuant to the Agreement Among
Underwriters. The Sponsor receives a gross commission equal to the applicable
sales charge for any Units they have underwritten, and receive the difference
between the applicable sales charge and the Underwriter's commission for the
remainder of the Units. In addition, the Sponsor may realize profits or
sustain losses, as the case may be, in the amount of any difference between
the cost of the Bonds to a Trust (which is based on the aggregate offering
price of the underlying Bonds on the Date of Deposit) and the purchase price
of such Bonds to the Sponsor (which is the cost of the Bonds at the time they
were acquired for the account of a Trust and the cost of the Deposited Units
at the time they were acquired by the Sponsor). (See Part A, "Portfolio of
Securities"--Note (3).) Under certain circumstances, an Underwriter may be
entitled to share in such profits, if any, realized by the Sponsor. The
Sponsor may also realize profits or sustain losses with respect to Bonds
deposited in a Trust which were acquired from its own organization or from
underwriting syndicates of which it was a member. During the initial public
offering period the Underwriters also may realize profits or sustain losses as
a result of fluctuations after the Date of Deposit in the offering prices of
the Bonds and hence in the Public Offering Price received by the Underwriters
for Units. Cash, if any, made available to the Sponsor prior to the
anticipated first settlement date for the purchase of Units may be used in the
Sponsor's businesses to the extent permitted by applicable regulations and may
be of use to the Sponsor.
In maintaining a market for the Units of a Trust (see "Public Offering--
Market for Units"), the Sponsor will also realize profits or sustain losses in
the amount of any difference between the price at which they buy such Units
and the price at which they resell or redeem such Units (see "Public
Offering--Offering Price").
RIGHTS OF UNIT HOLDERS
Certificates
Ownership of Units of a Trust is evidenced by registered certificates
executed by the Trustee and the Sponsor. Certificates are transferable by
presentation and surrender to the Trustee properly endorsed or accompanied by
a written instrument or instruments of transfer.
Certificates may be issued in denominations of one Unit or any multiple
thereof. A Unit holder may be required to pay $2.00 per certificate reissued
or transferred, and to pay any governmental charge that may be imposed in
connection with each such transfer or interchange. For new certificates issued
to replace destroyed, stolen or lost certificates, the Unit holder must
furnish indemnity satisfactory to the Trustee and must pay such expenses as
the Trustee may incur. Mutilated certificates must be surrendered to the
Trustee for replacement.
Distribution of Interest and Principal
Interest and principal received by a Trust will be distributed on each
monthly Distribution Date on a pro rata basis to Unit holders in such Trust of
record as of the preceding Record Date. All distributions will be net of
applicable expenses and funds required for the redemption of Units and, if
applicable, reimbursements to the Trustee for interest payments advanced to
Unit holders on previous Monthly Distribution Dates. (See Part A, "Summary of
Essential Information," "Tax Exempt Securities Trust--Expenses and Charges"
and "Rights of Unit Holders--Redemption of Units.")
B-18
<PAGE>
The Trustee will credit to the Interest Account of a Trust all interest
received by such Trust, including that part of the proceeds of any disposition
of Bonds of such Trust which represents accrued interest. Other receipts will
be credited to the Principal Account of a Trust. The pro rata share of the
Interest Account and the pro rata share of cash in the Principal Account
represented by each Unit of a Trust will be computed by the Trustee each month
as of the Record Date. (See Part A, "Summary of Essential Information.")
Proceeds received from the disposition of any of the Bonds subsequent to a
Record Date and prior to the next succeeding Distribution Date will be held in
the Principal Account and will not be distributed until the following
Distribution Date. The distribution to the Unit holders as of each Record Date
will be made on the following Distribution Date or shortly thereafter and
shall consist of an amount substantially equal to one-twelfth of such holders'
pro rata share of the estimated annual income to the Interest Account after
deducting estimated expenses (the "Monthly Income Distribution") plus such
Unit holders' pro rata share of the cash balance in the Principal Account
computed as of the close of business on the preceding Record Date. Persons who
purchase Units between a Record Date and a Distribution Date will receive
their first distribution on the second Distribution Date following their
purchase of Units. No distribution need be made from the Principal Account if
the balance therein is less than an amount sufficient to distribute $5.00 per
Unit. The Monthly Income Distribution per Unit initially will be in the amount
shown under Part A, "Summary of Essential Information" for a Trust and will
change as the income and expenses of such Trust change and as Bonds are
exchanged, redeemed, paid or sold.
Normally, interest on the Bonds in the Portfolio of a Trust is paid on a
semi-annual basis. Because Bond interest is not received by a Trust at a
constant rate throughout the year, any Monthly Income Distribution may be more
or less than the amount credited to the Interest Account as of the Record
Date. In order to eliminate fluctuations in Monthly Income Distributions
resulting from such variances, the Trustee is required by the Trust Agreement
to advance such amounts as may be necessary to provide Monthly Income
Distributions of approximately equal amounts. The Trustee will be reimbursed,
without interest, for any such advances from funds available from the Interest
Account on the next ensuing Record Date or Record Dates, as the case may be.
If all or a portion of the Bonds for which advances have been made
subsequently fail to pay interest when due, the Trustee may recoup advances
made by it in anticipation of receipt of interest payments on such Bonds by
reducing the amount distributed per Unit in one or more Monthly Interest
Distributions. If Units are redeemed subsequent to such advances by the
Trustee, but prior to receipt by the Trustee of actual notice of such failure
to pay interest, the amount of which was so advanced by the Trustee, each
remaining Unit holder will be subject to a greater pro rata reduction in his
Monthly Interest Distribution than would have occurred absent such
redemptions. Funds which are available for future distributions, payments of
expenses and redemptions are in accounts which are non-interest bearing to
Unit holders and are available for use by The Chase Manhattan Bank pursuant to
normal banking procedures. The Trustee is entitled to the benefit of any
reasonable cash balances in the Income and Principal Accounts. Because of the
varying interest payment dates of the Bonds comprising a Trust Portfolio,
accrued interest at any point in time will be greater than the amount of
interest actually received by a Trust and distributed to Unit holders. This
excess accrued but undistributed interest amount will be added to the value of
the Units on any purchase made after the Date of Deposit. If a Unit holder
sells all or a portion of his Units a portion of his sale proceeds will be
allocable to his proportionate share of the accrued interest. Similarly, if a
Unit holder redeems all or a portion of his Units, the Redemption Price per
Unit which he is entitled to receive from the Trustee will also include his
accrued interest on the Bonds. (See "Rights of Unit Holders--Redemption of
Units--Computation of Redemption Price per Unit.") The Trustee is also
entitled to withdraw from the Interest Account, and to the extent funds are
not sufficient therein, from the Principal Account, on one or more Record
Dates as may be appropriate, amounts sufficient to recoup advances which it
has made in anticipation of the receipt by the Trust of interest in respect of
Bonds which subsequently fail to pay interest when due.
As of the first day of each month the Trustee will deduct from the Interest
Account of a Trust and, to the extent funds are not sufficient therein, from
the Principal Account of such Trust, amounts necessary to pay the expenses of
such Trust. (See "Tax Exempt Securities Trust--Expenses and Charges.") The
Trustee also may withdraw from said accounts such amounts, if any, as it deems
necessary to establish a reserve for any governmental charges payable out of a
Trust. Amounts so withdrawn shall not be considered a part of the Trust's
assets until such time as the Trustee shall return all or any part of such
amounts to the appropriate account. In addition, the Trustee may withdraw from
the Interest Account and the Principal Account such amounts as may be
necessary to cover redemption of Units by the Trustee. (See "Rights of Unit
Holders--Redemption of Units.")
The Trustee has agreed to advance to a Trust the amount of accrued interest
due on the Bonds of such Trust from their respective issue dates or previous
interest payment dates through the Date of Deposit. This accrued interest
amount will be paid to the Sponsor as the holder of record of all Units on the
first settlement date for the Units. Consequently, when the Sponsor sells
Units of a Trust, the amount of accrued interest to be added to the Public
Offering Price of the Units purchased by an investor will include only accrued
interest from the day after the Date of Deposit through the date of settlement
of the investor's purchase (normally three business days after purchase), less
any distributions from the Interest Account. The Trustee will recover its
advancements to a Trust (without interest or other cost to such Trust) from
interest received on the Bonds deposited in such Trust.
B-19
<PAGE>
Reports and Records
The Trustee shall furnish Unit holders in connection with each distribution
a statement of the amount of interest, if any, and the amount of other
receipts, if any, which are being distributed, expressed in each case as a
dollar amount per Unit. In the event that the issuer of any of the Bonds fails
to make payment when due of any interest or principal and such failure results
in a change in the amount which would otherwise be distributed as a monthly
distribution, the Trustee will, with the first such distribution following
such failure, set forth in an accompanying statement, the issuer and the Bond,
the amount of the reduction in the distribution per Unit resulting from such
failure, the percentage of the aggregate principal amount of Bonds which such
Bond represents and, to the extent then determined, information regarding any
disposition or legal action with respect to such Bond. Within a reasonable
time after the end of each calendar year, the Trustee will furnish to each
person who at any time during the calendar year was a Unit holder of record, a
statement (1) as to the Interest Account: interest received (including amounts
representing interest received upon any disposition of Bonds), deductions for
payment of applicable taxes and for fees and expenses of a Trust, redemptions
of Units and the balance remaining after such distributions and deductions,
expressed both as a total dollar amount and as a dollar amount representing
the pro rata share of each Unit outstanding on the last business day of such
calendar year; (2) as to the Principal Account: the dates of disposition of
any Bonds and the net proceeds received therefrom (excluding any portion
representing interest), deductions for payments of applicable taxes and for
fees and expenses of a Trust, redemptions of Units, and the balance remaining
after such distributions and deductions, expressed both as a total dollar
amount and as a dollar amount representing the pro rata share of each Unit
outstanding on the last business day of such calendar year; (3) a list of the
Bonds held and the number of Units outstanding on the last business day of
such calendar year; (4) the Redemption Price per Unit based upon the last
computation thereof made during such calendar year; and (5) amounts actually
distributed during such calendar year from the Interest Account and from the
Principal Account, separately stated, expressed both as total dollar amounts
and as dollar amounts representing the pro rata share of each Unit
outstanding. The accounts of a Trust shall be audited not less frequently than
annually by independent auditors designated by the Sponsor, and the report of
such auditors shall be furnished by the Trustee to Unit holders upon request.
The Trustee shall keep available for inspection by Unit holders at all
reasonable times during usual business hours, books of record and account of
its transactions as Trustee including records of the names and addresses of
Unit holders, certificates issued or held, a current list of Bonds in the
Portfolio of a Trust and a copy of the Trust Agreement.
Redemption of Units
Units may be tendered to the Trustee for redemption at its unit investment
trust office at 4 New York Plaza, New York, New York 10004, upon payment of
any relevant tax. At the present time there are no specific taxes related to
the redemption of the Units. No redemption fee will be charged by the Sponsor
or the Trustee. Units redeemed by the Trustee will be cancelled.
Certificates for Units to be redeemed must be properly endorsed or
accompanied by a written instrument of transfer. Unit holders must sign
exactly as their name appears on the face of the certificate with the
signature guaranteed by an officer of a national bank or trust company or by a
member of either the New York, Midwest or Pacific Stock Exchange. In certain
instances the Trustee may require additional documents such as, but not
limited to, trust instruments, certificates of death, appointments as executor
or administrator or certificates of corporate authority.
Within seven calendar days following such tender, the Unit holder will be
entitled to receive in cash an amount for each Unit tendered equal to the
Redemption Price per Unit computed as of the Evaluation Time set forth in the
"Summary of Essential Information" in Part A on the date of tender. (See
"Redemption of Units--Computation of Redemption Price per Unit.") The "date of
tender" is deemed to be the date on which Units are received by the Trustee,
except as regards Units received after the close of trading on the New York
Stock Exchange, the date of tender is the next day on which such Exchange is
open for trading, and such Units will be deemed to have been tendered to the
Trustee on such day for redemption at the Redemption Price computed on that
day. For information relating to the purchase by the Sponsor of Units tendered
to the Trustee for redemption at prices in excess of the Redemption Price, see
"Redemption of Units--Purchase by the Sponsor of Units Tendered for
Redemption."
Accrued interest paid on redemption shall be withdrawn from the Interest
Account, or, if the balance therein is insufficient, from the Principal
Account. All other amounts paid on redemption shall be withdrawn from the
Principal Account. The Trustee is empowered to sell Bonds in order to make
funds available for redemption. Such sales, if required, could result in a
sale of Bonds by the Trustee at a loss. To the extent Bonds are sold, the size
and diversity of a Trust will be reduced.
The Trustee reserves the right to suspend the right of redemption and to
postpone the date of payment of the Redemption Price per Unit for any period
during which the New York Stock Exchange is closed, other than weekend and
holiday closings, or trading on that Exchange is restricted or during which
(as determined by the Securities and Exchange Commission) an emergency exists
as a result of which disposal or evaluation of the underlying Bonds is not
reasonably practicable, or for such other periods as the Securities and
Exchange Commission has by order permitted.
B-20
<PAGE>
Computation of Redemption Price per Unit--The Redemption Price per Unit of a
Trust is determined by the Trustee on the basis of the bid prices of the Bonds
in such Trust as of the Evaluation Time on the date any such determination is
made. The Redemption Price per Unit of a Trust is each Unit's pro rata share,
determined by the Trustee, of: (1) the aggregate value of the Bonds in such
Trust on the bid side of the market (determined by the Evaluator as set forth
below), (2) cash on hand in such Trust (other than funds covering contracts to
purchase Bonds), and accrued and unpaid interest on the Bonds as of the date
of computation, less (a) amounts representing taxes or governmental charges
payable out of such Trust, (b) the accrued expenses of such Trust, and (c)
cash held for distribution to Unit holders of such Trust of record as of a
date prior to the evaluation. As of the close of the initial public offering
period the Redemption Price per Unit will be reduced to reflect the
organization costs per Unit of a Trust. To the extent that actual organization
costs are less than the estimated amount, only the actual organization costs
will be deducted from the assets of a Trust. The Evaluator may determine the
value of the Bonds in the Trust (1) on the basis of current bid prices for the
Bonds, (2) if bid prices are not available for any Bonds, on the basis of
current bid prices for comparable securities, (3) by appraisal, or (4) by any
combination of the above.
The difference between the bid and offering prices of the Bonds may be
expected to average approximately 1 1/2% of principal amount. In the case of
actively traded securities, the difference may be as little as 1/2 of 1%, and
in the case of inactively traded securities such difference usually will not
exceed 3%. The price at which Units may be redeemed could be less than the
price paid by the Unit holder. On the Date of Deposit for each Trust the
aggregate current offering price of such Bonds per Unit exceeded the bid price
of such Bonds per Unit by the amounts set forth under Part A, "Summary of
Essential Information."
Purchase by the Sponsor of Units Tendered for Redemption--The Trust
Agreement requires that the Trustee notify the Sponsor of any tender of Units
for redemption. So long as the Sponsor maintains a bid in the secondary
market, the Sponsor, prior to the close of business on the second succeeding
business day, will purchase any Units tendered to the Trustee for redemption
at the price so bid by making payment therefor to the Unit holder in an amount
not less than the Redemption Price not later than the day on which the Units
would otherwise have been redeemed by the Trustee. (See "Public Offering--
Market for Units.")
The offering price of any Units resold by the Sponsor will be the Public
Offering Price determined in the manner provided in this Prospectus. (See
"Public Offering--Offering Price.") Any profit resulting from the resale of
such Units will belong to the Sponsor which likewise will bear any loss
resulting from a lower offering or redemption price subsequent to their
acquisition of such Units. (See "Public Offering--Sponsor's and Underwriters'
Profits.")
SPONSOR
Salomon Smith Barney Inc., 388 Greenwich Street, New York, New York 10013
("Salomon Smith Barney"), was incorporated in Delaware in 1960 and traces its
history through predecessor partnerships to 1873. On September 1, 1998,
Salomon Brothers Inc. merged with and into Smith Barney Inc. ("Smith Barney")
with Smith Barney surviving the merger and changing its name to Salomon Smith
Barney Inc. The merger of Salomon Brothers Inc. and Smith Barney followed the
merger of their parent companies in November 1997. Salomon Smith Barney, an
investment banking and securities broker-dealer firm, is a member of the New
York Stock Exchange, Inc. and other major securities and commodities
exchanges, the National Association of Securities Dealers, Inc. and the
Securities Industry Association. Salomon Smith Barney is an indirect wholly-
owned subsidiary of Citigroup Inc.
Salomon Smith Barney or an affiliate is investment adviser, principal
underwriter or distributor of 60 open-end investment companies and investment
manager of 12 closed-end investment companies. Salomon Smith Barney also
sponsors all Series of Corporate Securities Trust, Government Securities
Trust, Harris, Upham Tax-Exempt Fund and Tax Exempt Securities Trust, and acts
as sponsor of most Series of Defined Assets Funds. The Sponsor has acted
previously as managing underwriter of other investment companies. In addition
to participating as a member of various underwriting and selling groups or as
agent of other investment companies, the Sponsor also executes orders for the
purchase and sale of securities of investment companies and sells securities
to such companies in its capacity as broker or dealer in securities.
Limitations on Liability
The Sponsor is liable for the performance of its obligations arising from
its responsibilities under the Trust Agreement, but will be under no liability
to Unit holders for taking any action or refraining from any action in good
faith or for errors in judgment or responsible in any way for depreciation or
loss incurred by reason of the sale of any Bonds, except in cases of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties. (See "Sponsor--Responsibility" below.)
Responsibility
Although the Trusts are not actively managed as mutual funds are, the
portfolios are reviewed periodically on a regular cycle. The Sponsor is
empowered to direct the Trustee to dispose of Bonds when certain events occur
that adversely affect the value of the Bonds, including default in payment of
interest or principal, default in payment of interest or principal on other
obligations of the
B-21
<PAGE>
same issuer, institution of legal proceedings, default under other documents
adversely affecting debt service, decline in price or the occurrence of other
market or credit factors, or decline in projected income pledged for debt
service on revenue Bonds and advanced refunding that, in the opinion of the
Sponsor, may be detrimental to the interests of the Unit holders.
The Sponsor intends to provide Portfolio supervisory services for each Trust
in order to determine whether the Trustee should be directed to dispose of any
such Bonds.
It is the responsibility of the Sponsor to instruct the Trustee to reject
any offer made by an issuer of any of the Bonds to issue new obligations in
exchange and substitution for any Bonds pursuant to a refunding or refinancing
plan, except that the Sponsor may instruct the Trustee to accept such an offer
or to take any other action with respect thereto as the Sponsor may deem
proper if the issuer is in default with respect to such Bonds or in the
judgment of the Sponsor the issuer will probably default in respect to such
Bonds in the foreseeable future.
Any obligations so received in exchange or substitution will be held by the
Trustee subject to the terms and conditions of the Trust Agreement to the same
extent as Bonds originally deposited thereunder. Within five days after the
deposit of obligations in exchange or substitution for underlying Bonds, the
Trustee is required to give notice thereof to each Unit holder, identifying
the Bonds eliminated and the Bonds substituted therefor. Except as stated in
this and the preceding paragraph, the acquisition by a Trust of any securities
other than the Bonds initially deposited in the Trust is prohibited.
Resignation
If the Sponsor resigns or otherwise fails or becomes unable to perform its
duties under the Trust Agreement, and no express provision is made for action
by the Trustee in such event, the Trustee may appoint a successor sponsor or
terminate the Trust Agreement and liquidate the Trusts.
TRUSTEE
The Trustee is The Chase Manhattan Bank with its principal executive office
located at 270 Park Avenue, New York, New York 10017 and its unit investment
trust office at 4 New York Plaza, New York, New York 10004. The Trustee is
subject to supervision by the Superintendent of Banks of the State of New
York, the Federal Deposit Insurance Corporation and the Board of Governors of
the Federal Reserve System. In connection with the storage and handling of
certain Bonds deposited in the Trust, the Trustee may use the services of The
Depository Trust Company. These services may include safekeeping of the Bonds
and coupon-clipping, computer book-entry transfer and institutional delivery
services. The Depository Trust Company is a limited purpose trust company
organized under the Banking Law of the State of New York, a member of the
Federal Reserve System and a clearing agency registered under the Securities
Exchange Act of 1934.
Limitations on Liability
The Trustee shall not be liable or responsible in any way for depreciation
or loss incurred by reason of the disposition of any moneys, securities or
certificates or in respect of any evaluation or for any action taken in good
faith reliance on prima facie properly executed documents except in cases of
willful misfeasance, bad faith, gross negligence or reckless disregard for its
obligations and duties. In addition, the Trustee shall not be personally
liable for any taxes or other governmental charges imposed upon or in respect
of a Trust which the Trustee may be required to pay under current or future
law of the United States or any other taxing authority having jurisdiction.
(See "Tax Exempt Securities Trust-- Portfolio.") For information relating to
the responsibilities and indemnification of the Trustee under the Trust
Agreement, reference is made to the material set forth under "Rights of Unit
Holders", "Sponsor--Resignation" and "Other Charges."
Resignation
By executing an instrument in writing and filing the same with the Sponsor,
the Trustee and any successor may resign. In such an event the Sponsor is
obligated to appoint a successor trustee as soon as possible. If the Trustee
becomes incapable of acting or becomes bankrupt or its affairs are taken over
by public authorities, the Sponsor may remove the Trustee and appoint a
successor as provided in the Trust Agreement. Such resignation or removal
shall become effective upon the acceptance of appointment by the successor
trustee. If no successor has accepted the appointment within thirty days after
notice of resignation, the retiring trustee may apply to a court of competent
jurisdiction for the appointment of a successor. The resignation or removal of
a trustee becomes effective only when the successor trustee accepts its
appointment as such or when a court of competent jurisdiction appoints a
successor trustee.
B-22
<PAGE>
EVALUATOR
The Evaluator is Kenny S&P Evaluation Services, a business unit of J.J.
Kenny Company, Inc., a subsidiary of The McGraw-Hill Companies, Inc., with
main offices located at 65 Broadway, New York, New York 10006.
Limitations on Liability
The Trustee, Sponsor and Unit holders may rely on any evaluation furnished
by the Evaluator and shall have no responsibility for the accuracy thereof.
Determination by the Evaluator under the Trust Agreement shall be made in good
faith upon the basis of the best information available to it; provided,
however, that the Evaluator shall be under no liability to the Trustee, the
Sponsor, or Unit holders for errors in judgment. But this provision shall not
protect the Evaluator in cases of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties.
Responsibility
The Trust Agreement requires the Evaluator to evaluate the Bonds of a Trust
on the basis of their bid prices on the last business day of June and December
in each year, on the day on which any Unit of such Trust is tendered for
redemption and on any other day such evaluation is desired by the Trustee or
is requested by the Sponsor. For information relating to the responsibility of
the Evaluator to evaluate the Bonds on the basis of their offering prices, see
"Public Offering--Offering Price."
Resignation
The Evaluator may resign or may be removed by the joint action of the
Sponsor and the Trustee, and in such event, the Sponsor and the Trustee are to
use their best efforts to appoint a satisfactory successor. Such resignation
or removal shall become effective upon the acceptance of appointment by a
successor evaluator. If upon resignation of the Evaluator no successor has
accepted appointment within thirty days after notice of resignation, the
Evaluator may apply to a court of competent jurisdiction for the appointment
of a successor.
AMENDMENT AND TERMINATION OF THE TRUST AGREEMENT
Amendment
The Sponsor and the Trustee have the power to amend the Trust Agreement
without the consent of any of the Unit holders when such an amendment is (1)
to cure any ambiguity or to correct or supplement any provision of the Trust
Agreement which may be defective or inconsistent with any other provision
contained therein, or (2) to make such other provisions as shall not adversely
affect the interests of the Unit holders; provided, that the Trust Agreement
is not amended to increase the number of Units issuable thereunder or to
permit the deposit or acquisition of securities either in addition to or in
substitution for any of the Bonds initially deposited in a Trust, except for
the substitution of certain refunding securities for such Bonds or to permit
the Trustee to engage in business or investment activities not specifically
authorized in the Trust Agreement as originally adopted. In the event of any
amendment, the Trustee is obligated to notify promptly all Unit holders of the
substance of such amendment.
Termination
The Trust Agreement provides that if the principal amount of Bonds held in
Trust is less than 50% of the principal amount of the Bonds originally
deposited in such Trust, the Trustee may in its discretion and will, when
directed by the Sponsor, terminate such Trust. A Trust may be terminated at
any time by 100% of the Unit holders. However, in no event may a Trust
continue beyond the Mandatory Termination Date set forth under Part A,
"Summary of Essential Information." In the event of termination, written
notice thereof will be sent by the Trustee to all Unit holders. Within a
reasonable period after termination, the Trustee will sell any Bonds remaining
in the affected Trust, and, after paying all expenses and charges incurred by
such Trust, will distribute to each Unit holder, upon surrender for
cancellation of his certificate for Units, his pro rata share of the balances
remaining in the Interest and Principal Account of such Trust.
LEGAL OPINION
The legality of the Units has been passed upon by Battle Fowler LLP, 75 East
55th Street, New York, New York 10022, as special counsel for the Sponsor.
B-23
<PAGE>
AUDITORS
The statements of financial condition and the portfolios of securities
included in this Prospectus have been audited by KPMG LLP, independent
auditors, as indicated in their report with respect thereto, and is included
herein in reliance upon the authority of said firm as experts in accounting
and auditing.
BOND RATINGS+
All ratings shown under Part A, "Portfolio of Securities", except those
identified otherwise, are by Standard & Poor's.
Standard & Poor's
A Standard & Poor's corporate or municipal bond rating is a current
assessment of the creditworthiness of an obligor with respect to a specific
debt obligation. This assessment of creditworthiness may take into
consideration obligors such as guarantors, insurers, or lessees.
The bond rating is not a recommendation to purchase or sell a security,
inasmuch as it does not comment as to market price or suitability for a
particular investor.
The ratings are based on current information furnished to Standard & Poor's
by the issuer and obtained by Standard & Poor's from other sources it
considers reliable. The ratings may be changed, suspended or withdrawn as a
result of changes in, or unavailability of, such information.
The ratings are based, in varying degrees, on the following considerations:
I. Likelihood of default--capacity and willingness of the obligor as to
the timely payment of interest and repayment of principal in accordance
with the terms of the obligation;
II. Nature of and provisions of the obligation; and
III. Protection afforded by, and relative position of, the obligation in
the event of bankruptcy, reorganization or other arrangement under the laws
of bankruptcy and other laws affecting creditors' rights.
AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay interest and
repay principal.
AA--Bonds rated AA have a very strong capacity to pay interest and repay
principal, and in the majority of instances they differ from AAA issues only
in small degrees.
A--Bonds rated A have a strong capacity to pay interest and repay principal,
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than bonds in higher-rated
categories.
BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to weakened capacity to pay interest and repay
principal for bonds in this category than for bonds in the higher-rated
categories.
Plus (+) or Minus (-): To provide more detailed indications of credit
quality, the ratings from "AA" to "BB" may be modified by the addition of a
plus or minus sign to show relative standing within the major rating
categories.
Provisional Ratings: The letter "p" following a rating indicates the rating
is provisional. A provisional rating assumes the successful completion of the
project being financed by the issuance of the bonds being rated and indicates
that payment of debt service requirements is largely or entirely dependent
upon the successful and timely completion of the project. This rating,
however, while addressing credit quality subsequent to completion, makes no
comment on the likelihood of, or the risk of default upon failure of, such
completion. Accordingly, the investor should exercise his own judgment with
respect to such likelihood and risk.
Conditional rating(s), indicated by "Con" are given to bonds for which the
continuance of the security rating is contingent upon Standard & Poor's
receipt of an executed copy of the escrow agreement or closing documentation
confirming investments and cash flows and/or the security rating is
conditional upon the issuance of insurance by the respective insurance
company.
Moody's
A brief description of the applicable Moody's rating symbols and their
meanings is as follows:
Aaa--Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge". Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.
- -------
+As described by the rating agencies.
B-24
<PAGE>
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. Aa bonds are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or fluctuation
of protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than in
Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may
be present which suggest a susceptibility to impairment sometime in the
future.
Baa--Bonds which are rated Baa are considered as medium grade obligations:
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Rating symbols may include numerical modifiers "1," "2," or "3." The
numerical modifier "1" indicates that the security ranks at the high end, "2"
in the mid-range, and "3" nearer the low end of the generic category. These
modifiers of rating symbols "Aa," "A" and "Baa" are to give investors a more
precise indication of relative debt quality in each of the historically
defined categories.
Fitch
AAA--These bonds are considered to be investment grade and of the highest
quality. The obligor has an extraordinary ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.
AA--These bonds are considered to be investment grade and of high quality.
The obligor's ability to pay interest and repay principal, while very strong,
is somewhat less than for AAA rated securities or more subject to possible
change over the term of the issue.
A--These bonds are considered to be investment grade and of good quality.
The obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions
and circumstances than bonds with higher ratings.
BBB--These bonds are considered to be investment grade and of satisfactory
quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however are more likely to weaken this ability than bonds with
higher ratings.
A "+" or a "-" sign after a rating symbol indicates relative standing in its
rating.
Duff & Phelps
AAA--Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.
AA--High credit quality. Protection factors are strong. Risk is modest but
may vary slightly from time to time because of economic conditions.
A--Protection factors are average but adequate. However, risk factors are
more variable and greater in periods of economic stress.
A "+" or a "-" sign after a rating symbol indicates relative standing in its
rating.
B-25
<PAGE>
FEDERAL TAX FREE VS. TAXABLE INCOME
This table shows the approximate yields which taxable securities must earn
in various income brackets to produce, after Federal income tax, returns
equivalent to specified tax-exempt bond yields. The table is computed on the
theory that the taxpayer's highest bracket tax rate is applicable to the
entire amount of any increase or decrease in his taxable income resulting from
a switch from taxable to tax-exempt securities or vice versa. The table
reflects projected effective Federal income tax rates and tax brackets for the
1999 taxable year. Because the Federal rate brackets are subject to adjustment
based on changes in the Consumer Price Index, the taxable equivalent yields
for subsequent years may vary somewhat from those indicated in the table. Use
this table to find your tax bracket. Read across to determine the approximate
taxable yield you would need to equal a return free of Federal income tax.
1999 Tax Year
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Taxable Income Bracket Tax Exempt Yield
Federal Effective
Tax Federal
Joint Return Single Return Bracket Tax Rate 4.00% 4.50% 5.00% 5.50% 6.00% 6.50%
Taxable Equivalent Yield
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 43,050 $ 0- 25,750 15.00% 15.00% 4.71% 5.29% 5.88% 6.47% 7.06% 7.65%
$ 43,051-104,050 $ 25,751- 62,450 28.00% 28.00% 5.56 6.25 6.94 7.64 8.33 9.03
$104,051-126,600 $ 62,451-126,600 31.00% 31.00% 5.80 6.52 7.25 7.97 8.70 9.42
$126,601-158,550 $126,601-130,250 31.00% 31.93% 5.88 6.61 7.35 8.08 8.81 9.55
$158,551-283,150 $130,251-283,150 36.00% 37.08% 6.36 7.15 7.95 8.74 9.54 10.33
Over $283,150 Over $283,150 39.60% 40.79% 6.76 7.60 8.44 9.29 10.13 10.98
- -----------------------------------------------------------------------------------------------------
</TABLE>
Note: This table reflects the following:
1 Taxable income, as reflected in the above table, equals Federal adjusted
gross income (AGI), less personal exemptions and itemized deductions.
However, certain itemized deductions are reduced by the lesser of (i)
three percent of the amount of the taxpayer's AGI over $126,600, or (ii)
80 percent of the amount of such itemized deductions otherwise allowable.
The effect of the three percent phase out on all itemized deductions and
not just those deductions subject to the phase out is reflected above in
the Federal tax rates through the use of higher effective Federal tax
rates. In addition, the effect of the 80 percent cap on overall itemized
deductions is not reflected on this table. Federal income tax rules also
provide that personal exemptions are phased out at a rate of two percent
for each $2,500 (or fraction thereof) of AGI in excess of $189,950 for
married taxpayers filing a joint tax return and $126,600 for single
taxpayers. The effect of the phase out of personal exemptions is not
reflected in the above table.
2 Interest earned on municipal obligations may be subject to the federal
alternative minimum tax. This provision is not incorporated into the
table.
3 The taxable equivalent yield table does not incorporate the effect of
graduated rate structures in determining yields. Instead, the tax rates
used are the highest marginal tax rates applicable to the income levels
indicated within each bracket.
4 Interest earned on all municipal obligations may cause certain investors
to be subject to tax on a portion of their Social Security and/or
railroad retirement benefits. The effect of this provision is not
included in the above table.
Performance Information
Sales material may compare tax-equivalent yields of long-term municipal
bonds to long-term U.S. Treasury bonds and to the Bond Buyer Revenue Bond
Index. Such information is based on past performance and is not indicative of
future results. Yields on taxable investment are generally higher than those
of tax-exempt securities of comparable maturity. While income from municipal
bonds is exempt from federal income taxes, income from Treasuries is exempt
from state and local taxes. Since Treasuries are considered to have the
highest possible credit quality, the difference in yields is somewhat narrower
than if compared to corporate bonds with similar ratings and maturities.
B-26
<PAGE>
PROSPECTUS--Part C:
- -------------------------------------------------------------------------------
Note: Part C of this Prospectus may not be distributed unless accompanied by
Parts A and B.
- -------------------------------------------------------------------------------
TAX EXEMPT SECURITIES TRUST--THE STATE TRUSTS
Potential purchasers of the Units of a State Trust should consider the fact
that the Trust's Portfolio consists primarily of Bonds issued by the state for
which such State Trust is named or its municipalities or authorities and
realize the substantial risks associated with an investment in such Bonds.
Each State Trust is subject to certain additional risk factors. The Sponsor
believes the discussions of risk factors summarized below describe some of the
more significant aspects of the State Trusts. The sources of such information
are the official statements of issuers as well as other publicly available
documents. While the Sponsor has not independently verified this information,
it has no reason to believe that such information is not correct in all
material respects. Investment in a State Trust should be made with an
understanding that the value of the underlying Portfolio may decline with
increases in interest rates.
California Trust
Risk Factors--The following information is a brief summary of factors
affecting the economy of the State of California and does not purport to be a
complete description of such factors. Other factors will affect issuers. The
summary is based primarily upon one or more publicly available offering
statements relating to debt offerings of California issuers; however, it has
not been updated. The Trust has not independently verified the information.
General Economic Conditions. The economy of the State of California
(sometimes referred to herein as the "State") is the largest among the 50
states and one of the largest in the world. This diversified economy has major
components in agriculture, manufacturing, high technology, trade,
entertainment, tourism, construction and services.
California's July 1, 1998 population of over 33.2 million represented over
13% of the total United States population. As of July 1, 1990 the population
of 29,944,000 represented an increase of over 6 million persons, or 26%,
during the decade of the 1980s.
California's population is concentrated in metropolitan areas. As of the
April 1, 1990 census, 96% resided in the 23 Metropolitan Statistical Areas in
the State. As of July 1, 1997, the five-county Los Angeles area accounted for
49%, with 16.0 million residents. The 10-county San Francisco Bay Area
represented 21%, with a population of 6.9 million.
From 1990-1993, the State suffered through a severe recession, the worst
since the 1930s, heavily influenced by large cutbacks in defense/aerospace
industries and military base closures and by a major drop in real estate
construction. California's economy has been recovering and growing steadily
since the start of 1994. The current economic expansion is marked by strong
growth in high technology manufacturing and services, including computer
software, electronic manufacturing and motion picture/television production;
growth is also strong in other business services, both nonresidential and
residential construction and local education.
In May 1998, the State Department of Finance projected that the California
economy would continue to show robust growth through 1998, although at a
slightly slower pace than in 1997. The Asian economic crisis which began in
late 1997 was expected to have some dampening effects on the State's economy.
However, during the summer of 1998, the soaring trade deficit, continuing
weakness in Asia, initial signs of economic weakness in Canada and Latin
America, which have been California's largest trading partners, and the fall
in stock prices worldwide all suggests that the May forecasts were too
optimistic, particularly for 1999. Other impacts of the international
situation may help California, such as the reduction in long-term interest
rates.
The State: Fiscal Years Prior to 1995-96. The State's budget problems in the
early 1990s were caused by a combination of external economic conditions and a
structural imbalance in that the largest general fund programs (K-14
education, health, welfare and corrections) were increasing faster than the
revenue base, driven by the State's rapid population growth. The pressures are
expected to continue as population trends maintain strong demand for health
and welfare services, as the school age population continues to grow, and as
the State's corrections program responds to a "Three Strikes" law enacted in
1994, which requires mandatory life prison terms for certain third-time felony
offenders. In addition, the State's health and welfare programs are in a
transition period as a result of recent federal and state welfare reform
initiatives.
C-1
<PAGE>
As a result of these factors and others, and especially because a severe
recession between 1990-1994 reduced revenues and increased expenditures for
social welfare programs, from the late 1980s until 1992-93, the State had a
period of budget imbalance. During this period, expenditures exceeded revenues
in four out of six years, and the State accumulated and sustained a budget
deficit in its budget reserve, the Special Fund for Economic Uncertainties
("SFEU") approaching $2.8 billion at its peak at June 30, 1993. Starting in
the 1990-91 Fiscal Year and for each fiscal year thereafter, each budget
required multibillion dollar actions to bring projected revenues and
expenditures into balance.
Despite various remedial actions taken by the State, the effects of the
recession led to large, unanticipated deficits in the budget reserve, the
SFEU, as compared to projected positive balances. By the 1993-94 Fiscal Year,
the accumulated deficit was so large that it was impractical to budget to
retire it in one year, so a two-year program was implemented, using the
issuance of revenue anticipation warrants to carry a portion of the deficit
over the end of the fiscal year. When the economy failed to recover
sufficiently in 1993-94, a second two-year plan was implemented in 1994-95,
again using cross-fiscal year revenue anticipation warrants to partly finance
the deficit into the 1995-96 fiscal year. For several years during the
recession, the State was forced to rely increasingly on external debt markets
to meet its cash needs, as a succession of notes and revenue anticipation
warrants were issued in the period from June 1992 to July 1994, often needed
to pay previously maturing notes or warrants. These borrowings were used also
in part to spread out the repayment of the accumulated budget deficit over the
end of a fiscal year.
1995-96 through 1997-98 Fiscal Years. The State's financial condition
improved markedly during the 1995-96, 1996-97 and 1997-98 fiscal years, with a
combination of better than expected revenues, slowdown in growth of social
welfare programs, and continued spending restraint based on the actions taken
in earlier years. The State's cash position also improved, and no external
deficit borrowing has occurred over the end of these three fiscal years.
The economy grew strongly during these fiscal years, and as a result, the
General Fund took in substantially greater tax revenues (around $2.2 billion
in 1995-96, $1.6 billion in 1996-97 and $2.2 billion in 1997-98) than were
initially planned when the budgets were enacted. These additional funds were
largely directed to school spending as mandated by Proposition 98, and to make
up shortfalls from reduced federal health and welfare aid in 1995-96 and 1996-
97. The accumulated budget deficit from the recession years was finally
eliminated. The Department of Finance estimates that the State's budget
reserve (SFEU) totaled $639.8 million as of June 30, 1997 and $1.782 billion
at June 30, 1998.
On August 18, 1997, the Governor signed the 1997-98 Budget Act, but vetoed
about $314 million of specific spending items, primarily in health and welfare
and education areas from both the General Fund and Special Funds. The Governor
announced that he was prepared to restore about $200 million of education
spending upon satisfactory completion of legislation on an education testing
program.
The 1997-98 Budget Act anticipated General Fund revenues and transfers of
$52.5 billion (a 6.8% increase over the final 1996-97 amount), and
expenditures of $52.8 billion (an 8.0% increase from the 1996-97 levels). On a
budgetary basis, the budget reserve (SFEU) was projected to decrease from $408
million at June 30, 1997 to $112 million at June 30, 1998. As of January 9,
1998, the State Director of Finance estimated a reserve of $329 million at
June 30, 1998. (The expenditure figure assumes restoration of $200 million in
vetoed funding.) The Budget Act also included Special Fund expenditures of
$14.4 billion (as against estimated Special Fund revenues of $14.0 billion),
and $2.1 billion of expenditures from various Bond Funds. The State
implemented its normal annual cash flow borrowing program, issuing $3 billion
of notes which matured on June 30, 1998.
Federal Welfare Reform. Congress passed and the President signed (on August
22, 1996) the Personal Responsibility and Work Opportunity Act of 1996 (the
"Law") making a fundamental reform of the current welfare system. Among many
provisions, the Law includes: (i) conversion of Aid to Families with Dependent
Children from an entitlement program to a block grant titled Temporary
Assistance for Needy Families (TANF), with lifetime time limits on TANF
recipients, work requirements and other changes; (ii) provisions denying
certain federal welfare and public benefits to legal noncitizens, allowing
states to elect to deny additional benefits (including TANF) to legal
noncitizens, and generally denying almost all benefits to illegal immigrants;
and (iii) changes in the Food Stamp program, including reducing maximum
benefits and imposing work requirements.
As part of the 1997-98 Budget Act legislative package, the State Legislature
and Governor agreed on a comprehensive reform of the State's public assistance
programs to implement the new federal Law. The new basic State welfare program
is called California Work Opportunity and Responsibility to Kids Act
("CalWORKs"), which replaces the former Aid to Families with Dependent
Children (AFDC) and Greater Avenues to Independence (GAIN) programs effective
January 1, 1998. Consistent with the federal Law, CalWORKs contains new time
limits on receipt of welfare aid, both lifetime as well as for any current
time on aid. Administration of the new Welfare-to-Work programs will be
largely at the county level, and counties are given financial incentives for
success in this program.
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Although the longer-term impact of the new federal Law and CalWORKs cannot
be determined until there has been some experience, the State does not
presently anticipate that these new programs will have any adverse financial
impact on the General Fund. Overall TANF grants from the federal government
are expected to equal or exceed the amounts the State would have received
under the old AFDC program.
1998-99 Fiscal Year. When the governor released his proposed 1998-99 Fiscal
Year Budget on January 9, 1998, he projected General Fund revenues for the
1998-99 Fiscal Year of $55.4 billion, and proposed expenditures in the same
amount. By the time the Governor released the May Revision to the 1998-99
Budget ("May Revision") on May 14, 1998, the Administration projected that
revenues for the 1997-98 and 1998-99 Fiscal Years combined would be more than
$4.2 billion higher than was projected in January. The Governor proposed that
most of this increased revenue be dedicated to fund a 75% cut in the Vehicle
License Fee ("VLF").
Pursuant to Article IV, Section 13(c) of the Constitution of the State of
California, the State Legislature is required to adopt its budget for the
upcoming fiscal year (July 1-June 30) by midnight of June 15th, and in the
absence of which, the Legislature may not send to the Governor for
consideration any bill appropriating funds for expenditure during the fiscal
year for which the budget bill is to be enacted, except emergency bills or
appropriations for the salaries and expenses of the Legislature. For the
current fiscal year, as has been true since the late 1980s, the State
legislature did not adhere to this deadline. Due to the Legislature's failure
to comply with this constitutional requirement, the Howard Jarvis Taxpayers
Association sought an injunction in a Los Angeles Superior Court to prohibit
the State from making certain types of payments in the absence of an adopted
budget. On July 21, 1998, a preliminary injunction was issued. Under the terms
of the injunction order, until such time as the budget was adopted, the State
was precluded from making any payments from the State treasury for Fiscal Year
1998-99 except for certain enumerated expenditures.
On July 22, 1998, the Legislature unanimously passed an $18.9 billion
emergency-spending bill to cover the costs of, among others, bond payments,
paychecks for state workers, retirement pensions, prisons, school and welfare
programs from July 1st through August 5th. However, before a final resolution
of the legal issues raised by the plaintiff, a budget for Fiscal Year 1998-99
was passed by the Legislature on August 11, 1998, and the Governor signed it
on August 21, 1998.
In signing the 1998-99 Budget Bill, the Governor used his line-item veto
power to reduce expenditures by $1.360 billion from the General Fund, and $160
million from Special Funds. Of this total, the Governor indicated that about
$250 million of vetoed funds were "set aside" to fund programs for education.
Vetoed items included education funds, salary increases and many individual
resources and capital projects.
The 1998-99 Budget Act is based on projected general fund revenues and
transfers of $57.0 billion (after giving effect to various tax reductions
enacted in 1997 and 1998), a 4.2% increase from the revised 1997-98 figures.
Special Fund revenues were estimated at $14.3 billion. The revenue projections
were based on the May Revision. Economic problems overseas since that time may
affect the May Revision projections.
After giving effect to the Governor's vetoes, the Budget Act provides
authority for expenditures of $57.3 billion from the General Fund (a 7.3%
increase from 1997-98), $14.7 billion from Special Funds, and $3.4 billion
from bond funds. The Budget Act projects a balance in the SFEU at June 30,
1999 (but without including the "set aside" veto amount) of $1.255 billion, a
little more than 2% of general fund revenues. The Budget Act assumes the State
will carry out its normal intra-year cash flow borrowing in the amount of $1.7
billion of revenue anticipation notes, which were issued on October 1, 1998.
The most significant feature of the 1998-99 Budget was agreement on a total
of $1.4 billion of tax cuts. The central element is a bill which provides for
a phased-in reduction of the VLF. Since the VLF is currently transferred to
cities and countries, the bill provides for the general fund to replace the
lost revenues. Starting on January 1, 1999, the VLF will be reduced by 25%, at
a cost to the general fund of approximately $500 million in the 1998-99 Fiscal
year and about $1 billion annually thereafter.
In addition to the cut in VLF, the 1998-99 Budget includes both temporary
and permanent increases, in the personal income tax dependent credit ($612
million General Fund cost in 1998-99, but less in future years), a
nonrefundable renters tax credit ($133 million), and various targeted business
tax credits ($106 million).
Other significant elements of the 1998-99 Budget Act are as follows:
1. Proposition 98 funding for K-12 schools is increased by $1.7 billion
in General Fund moneys over revised 1997-98 levels, about $300 million
higher than the minimum Proposition 98 guaranty. An additional $600 million
was appropriated to "settle up" prior years' Proposition 98 entitlements,
and was primarily devoted to one-time uses such as block grants, deferred
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maintenance, and computer and laboratory equipment. Of the 1998-99 funds,
major new programs include money for instructional and library materials,
deferred maintenance, support for increasing the school year to 180 days
and reduction of class sizes in Grade 9. The Governor held $250 million of
education funds which were vetoed as set-aside for enactment of additional
reforms. Overall, per-pupil spending for K-12 schools under Proposition 98
is increased to $5,695, more than one-third higher than the level in the
last recession year of 1993-94. The 1998-99 Budget also includes $250
million as repayment of prior years' loans to schools, as part of the
settlement of the CTA v. Gould lawsuit.
2. Funding for higher education increased substantially above the level
called for in the Governor's four-year compact. General Fund support was
increased by $340 million (15.6%) for the University of California and $267
million (14.1%) for the California State University system. In addition,
Community Colleges received a $300 million (6.6%) increase under
Proposition 98.
3. The 1998-99 Budget includes increased funding for health, welfare and
social services programs. A 4.9% grant increase was included in the basic
welfare grants, the first increase in those grants in nine years. Future
increases will depend on sufficient general fund revenue to trigger the
phased cuts in VLF described above.
4. Funding for the judiciary and criminal justice programs increased by
about 11% over 1997-98, primarily to reflect increased State support for
local trial courts and rising prison population.
5. Various other highlights of the Budget included new funding for
resources projects, dedication of $376 million of general fund moneys for
capital outlay projects, funding of a three percent State employee salary
increase, funding of 2,000 new Department of Transportation positions to
accelerate transportation construction projects, and funding of the
Infrastructure and Economic Development Bank ($50 million).
6. The State of California received approximately $167 million of federal
reimbursements to offset costs related to the incarceration of undocumented
alien felons for federal fiscal year 1997. The State anticipates receiving
approximately $195 million in federal reimbursements for federal fiscal
year 1998.
After the 1998-99 Budget Act was signed, and prior to the close of the
Legislative session on August 31, 1998, the Legislature passed a variety of
fiscal bills. The Governor had until September 30, 1998 to sign or veto these
bills. The bills with the most significant fiscal impact which the Governor
signed include $235 million for certain water system improvements in Southern
California, $243 million for the State's share of the purchase of
environmentally sensitive forest lands, $178 million for state prisons, $160
million for housing assistance, and $125 million for juvenile facilities. The
Governor also signed bills totaling $223 million for education programs which
were part of the Governor's $250 million veto "set aside," and $32 million for
local governments' fiscal relief. In addition, he signed a bill reducing by
$577 million the State's obligation to contribute to the State Teachers'
Retirement System in the 1998-99 Fiscal Year.
Based solely on the legislation enacted, on a net basis, the reserve for
June 30, 1999 was reduced by $256 million. On the other hand, 1997-98 revenues
have been increased by $160 million. The revised June 30, 1999 reserve is
projected to be $1,159 million or $96 million below the level originally
projected by the 1998-99 Budget Act. The reserve projected in the 1998-99
Budget Act was $1,255 million.
Subsequent Events. In November 1998, the State Legislature Analysts Office
(the "LAO") issued a report that projected both a decrease in revenues and an
increase in expenditures from the assumptions on which the 1998-99 Fiscal Year
Budget is based, reducing the estimated year-end reserves to $331 million. The
LAO further estimated a budget shortfall of $1 billion in Fiscal Year 1999-
2000 absent corrective actions.
On January 8, 1999, newly-elected Governor Davis released his proposed
budget for the 1999-2000 Fiscal Year (the "Proposed Budget"). The Proposed
Budget estimates general fund revenues and transfers in 1999-2000 of $60.3
billion, a 7.1% increase from revised 1998-99 figures. The Governor proposes
expenditures of $60.5 billion, a 3.8% increase from 1998-99. The Proposed
Budget projects a balance in the SFEU of $414.5 million on June 30, 2000.
Significant features of the Proposed Budget are as follows:
. Proposition 98 funding for K-12 is proposed to be expanded to $42.8
billion, an increase of $2.8 billion over 1998-99. Proposition 98 per-
pupil spending has increased to $5,944, which is $478 over the 1997-98
level. $444 million of the Proposition 98 funding will support a package
of initiatives to significantly improve student academic achievement to
be focused in three major areas: improving reading skills ($186 million),
enhancing professional quality ($51.3 million) and increasing school
accountability ($206.7 million).
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. Funding for higher education increased by an average of 3.7 percent, with
General Fund support increased by an average of $3.6 percent. The
Proposed Budget provides the University of California with 119.2 million
in new funding and the California State University system with $110.9
million. The Proposed Budget also includes an additional $10 million over
the current $100 million allocation to community college districts, to
improve higher education accountability for improvement of student
outcomes.
. The Proposed Budget incorporates a proposal to obtain federal waiver and
federal funding for the current state-funded family planning program,
titled Family Planning, Access, Care and Treatment (Family PACT). The
federal funding of approximately $122 million will reduce General Fund
expenditures for Medi-Cal by a similar amount, $62 million of which
savings will be used to assist in balancing the 1999-2000 budget.
. The Proposed Budget recommends an increase in the State's buyout of
county trial court costs in 1999-2000 by $48 million (still less than the
$96 million originally authorized). This increase is due to the increase
in the State's share of local court costs from approximately 30% a decade
ago to 67% in 1998-99 and to an estimated 72% or $1.27 billion in the
Proposed Budget for 1999-2000.
. The Proposed Budget includes the following augmentations to address
critical housing issues: $2.5 million of redevelopment funds for low-
income housing preservation and creation; $2 million to provide farm
worker housing grants; an increase of $1 million to expand (to a total of
$2 million) the Self-Help Housing Program for families who build their
own homes; $1 million for temporary housing for the homeless; $5 million
to implement legislation to create housing for CalWORKs families
transitioning from welfare to self-sufficiency; and $1 million to the
Department of Mental Health to create a new program for supportive
housing, specifically focused on CalWORKs special needs' populations. In
addition, the Proposed Budget provides $14.6 million to open and operate
the Veterans Home of California.
. A total of $6.8 billion (a 3.3% increase over the revised 1998-99 budget
amount) is proposed for various programs within the Youth and Adult
Correctional Agency, the Department of Justice, Citizens' Option for
Public Safety, Office of Criminal Justice Planning, Commission on Peace
Officer Standards and Training, Office of the Inspector General and the
California Highway Patrol. In addition, $8.6 million General Fund for
1998-99 and $5.7 million General Fund for 1999-2000 are included to
reimburse local governments for costs related to the transport of
inmates, the return of fugitives, and court costs and county charges
primarily related to inmate hearings and trials.
Local Government. The primary units of local government in California are
the counties, ranging in population from 1,300 (Alpine) to over 9,000,000 (Los
Angeles). Counties are responsible for the provision of many basic services,
including indigent healthcare, welfare, courts, jails and public safety in
unincorporated areas. There are also about 480 incorporated cities and
thousands of other special districts formed for education, utility and other
services. The fiscal condition of local governments has been constrained since
the enactment of "Proposition 13" in 1978, which reduced and limited the
future growth of property taxes and limited the ability of local governments
to impose "special taxes" (those devoted to a specific purpose) without two-
thirds voter approval. Counties, in particular, have had fewer options to
raise revenues than many other local government entities, and have been
required to maintain many services.
The entire statewide welfare system has been changed in response to the
change in federal welfare law enacted in 1996 (see "Federal Welfare Reform"
above). Under the CalWORKs program, counties are given flexibility to develop
their own plans, consistent with State law, to implement Welfare-to-Work and
to administer many of its elements and their costs for administrative and
support services are capped at 1996-97 levels. Counties are also given
financial incentives if, at the individual county level or statewide, the
CalWORKs program produces savings associated with specified Welfare-to-Work
outcomes; counties may also suffer penalties for failing to meet federal
standards. Under CalWORKs, counties will still be required to provide "general
assistance" aid to certain persons who cannot obtain welfare from other
programs.
Historically, funding for the State's trial court system was divided between
the State and the counties. However, Chapter 850, Statutes of 1997, implements
a restructuring of the State's trial court funding system. In 1997-98, funding
for the courts, with the exception of costs for facilities, local judicial
benefits, and revenue collection, was consolidated at the State level. The
county contribution for both their general fund and fine and penalty amounts
is capped at the 1994-95 level and becomes part of the Trial Court Trust Fund,
which supports all trial court operations. The State assumes responsibility
for future growth in trial court funding. This consolidation is intended to
streamline the operation of the courts, provide a dedicated revenue source,
and relieve fiscal pressure on the counties. Beginning in 1998-99, county
general fund contribution for court operations is reduced by $300 million,
including $10.7 million to buy out the contribution of the 20 smallest
counties, and cities will retain $62 million in fine and penalty revenue
previously remitted to the State; the State's general fund backfilled the $362
million revenue loss to the Trial Court Trust Fund. In addition to this
general fund backfill, a $50 million augmentation is included in the 1998
Budget Act for the trial courts to
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fund workload increase and high priority issues such as court security. In
1999-2000, county general fund contributions will be further reduced by an
additional $92 million to buy out the next 17 smallest counties and reduce by
ten percent the general fund contribution of the remaining 21 counties.
In the aftermath of Proposition 13, the State provided aid from the General
Fund to make up some of the loss of property tax moneys, including taking over
the principal responsibility for funding local K-12 schools and community
colleges. Under the pressure of the recent recession, the Legislature has
eliminated the remnants of this post-Proposition 13 aid to entities other than
K-14 education districts, although it has also provided additional funding
sources (such as sales taxes) and reduced mandates for local services. Many
counties continue to be under severe fiscal stress. While such stress has in
recent years most often been experienced by smaller, rural counties, larger
urban counties, such as Los Angeles, have also been affected. Orange County
implemented significant reductions in services and personnel, and continues to
face fiscal constraints in the aftermath of its bankruptcy, which had been
caused by large investment losses in its pooled investment funds.
On November 5, 1996, voters approved Proposition 218, entitled the "Right to
Vote on Taxes Act," which incorporates new Articles XIIIC and XIIID into the
California Constitution. These new provisions enact limitations on the ability
of local government agencies to impose or raise various taxes, fees, charges
and assessments without voter approval. Certain "general taxes" imposed after
January 1, 1995 must be approved by voters in order to remain in effect. In
addition, Article XIIIC clarifies the right of local voters to reduce taxes,
fees, assessments or charges through local initiatives. There are a number of
ambiguities concerning the Proposition and its impact on local governments and
their bonded debt which will require interpretation by the courts or the State
Legislature. The State Legislative Analyst estimated that enactment of
Proposition 218 would reduce local government revenues statewide by over $100
million a year, and that over time, annual revenue to local government would
be reduced by several hundred million dollars. Proposition 218 does not affect
the State or its ability to levy or collect taxes.
On December 23, 1997, a consortium of California counties filed a test claim
with the Commission on State Mandates (the "Commission") asking the Commission
to determine whether the property tax shift from counties to the Educational
Revenue Augmentation Fund, which is a funding source for schools, is a
reimbursable state mandated cost. On August 11, 1998, the State Department of
Justice, on behalf of the State Department of Finance, filed a rebuttal in
opposition to the counties' claims. The issue is currently scheduled to be
heard by the Commission on October 22, 1998. The fiscal impact to the State
general fund if the Commission determines that the property tax shifts created
a reimbursable state mandate could total approximately $8 billion for the
1996-97 ($2.5 billion), 1997-98 ($2.6 billion) and 1998-99 ($2.7 billion)
property tax shifts. Ongoing costs to the State general fund would be
approximately $2.7 billion annually.
Constitutional and Statutory Limitations; Recent Initiatives; Pending
Legislation. Article XIIIA of the California Constitution (which resulted from
the voter-approved Proposition 13 in 1978) limits the taxing powers of
California public agencies. Article XIIIA provides that the maximum ad valorem
tax on real property cannot exceed 1% of the "full cash value" of the property
and effectively prohibits the levying of any other ad valorem tax on real
property for general purposes. However, on May 3, 1986, Proposition 46, an
amendment to Article XIIIA, was approved by the voters of the State of
California, creating a new exemption under Article XIIIA permitting an
increase in ad valorem taxes on real property in excess of 1% for bonded
indebtedness approved by two-thirds of the voters voting on the proposed
indebtedness. "Full cash value" is defined as "the County Assessor's valuation
of real property as shown on the 1975-76 tax bill under "full cash value" or,
thereafter, the appraised value of real property when purchased, newly
constructed, or a change in ownership has occurred after the 1975 assessment."
The "full cash value" is subject to annual adjustment to reflect increases
(not to exceed 2%) or decreases in the consumer price index or comparable
local data, or to reflect reductions in property value caused by damage,
destruction or other factors.
Article XIIIB of the California Constitution limits the amount of
appropriations of the State and of the local governments to the amount of
appropriations of the entity for the prior year, adjusted for changes in the
cost of living, population and the services that local government has
financial responsibility for providing. To the extent that the revenues of the
State and/or local government exceed its appropriations, the excess revenues
must be rebated to the public either directly or through a tax decrease.
Expenditures for voter-approved debt services are not included in the
appropriations limit.
At the November 9, 1988 general election, California voters approved an
initiative known as Proposition 98. This initiative amends Article XIIIB to
require that (i) the California Legislature establish a prudent state reserve
fund in an amount it shall deem
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reasonable and necessary and (ii) revenues in excess of amounts permitted to
be spent and which would otherwise be returned pursuant to Article XIIIB by
revision of tax rates or fee schedules be transferred and allocated (up to a
maximum of 40%) to the State School Fund and be expended solely for purposes
of instructional improvement and accountability. Proposition 98 also amends
Article XVI to require that the State of California provide a minimum level of
funding for public schools and community colleges. Commencing with the 1988-89
Fiscal Year, money to be applied by the State for the support of school
districts and community college districts shall not be less than the greater
of: (i) the amount which, as a percentage of the State general fund revenues
which may be appropriated pursuant to Article XIIIB, equals the percentage of
such State general fund revenues appropriated for school districts and
community college districts, respectively, in Fiscal Year 1986-87 or (ii) the
amount required to ensure that the total allocations to school districts and
community college districts from the State general fund proceeds of taxes
appropriated pursuant to Article XIIIB and allocated local proceeds of taxes
shall not be less than the total amount from these sources in the prior year,
adjusted for increases in enrollment and adjusted for changes in the cost of
living pursuant to the provisions of Article XIIIB. The initiative permits the
enactment of legislation, by a two-thirds vote, to suspend the minimum funding
requirements for one year. As a result of Proposition 98, funds that the State
might otherwise make available to its political subdivisions may be allocated
instead to satisfy such minimum funding level.
During the recent recession, general fund revenues for several years were
less than originally projected, so that the original Proposition 98
appropriations turned out to be higher than the minimum percentage provided in
the law. The Legislature responded to these developments by designating the
"extra" Proposition 98 payments in one year as a "loan" from future years'
Proposition 98 entitlements and also intended that the "extra" payments would
not be included in the Proposition 98 "base" for calculating future years'
entitlement. By implementing these actions, per-pupil funding from Proposition
98 sources stayed almost constant at approximately $4,220 from Fiscal Year
1991-92 to Fiscal Year 1993-94.
In 1992, a lawsuit was filed, call California Teachers' Association v.
Gould, which challenged the validity of these off-budget loans. The settlement
of this case, finalized in July 1996, provides, among other things, that both
the State and K-14 schools share in the repayment of prior years' emergency
loans to schools. Of the total $1.76 billion in loans, the State will repay
$935 million by forgiveness of the amount owed, while schools will repay $825
million. The State's share of the repayment will be reflected as an
appropriation above the current Proposition 98 base calculation. The schools'
share of the repayment will count as appropriations that count toward
satisfying the Proposition 98 guarantee, or from "below" the current base.
Repayments are spread over the eight-year period of 1994-95 through 2001-02 to
mitigate any adverse fiscal impact.
Substantially increased general fund revenues, above initial budget
projections, in the 1994-95, 1995-96 and 1996-97 Fiscal Years have resulted or
will result in retroactive increases in Proposition 98 appropriations from
subsequent fiscal years' budgets.
On November 8, 1994, the voters approved Proposition 187, an initiative
statute ("Proposition 187"). Proposition 187 specifically prohibits funding by
the State of social services, health care services and public school education
for the benefit of any person not verified as either a United States citizen
or a person legally admitted to the United States. Among the provisions in
Proposition 187 pertaining to public school education, the measure requires,
commencing January 1, 1995, that every school district in the State verify the
legal status of every child enrolling in the district for the first time. By
January 1, 1996, each school district must verify the legal status of children
already enrolled in the district and of all parents or guardians of all
students. If the district "reasonably suspects" that a student, parent or
guardian is not legally in the United States, that district must report the
student to the United States Immigration and Naturalization Service and
certain other parties. The measure also prohibits a school district from
providing education to a student it does not verify as either a United States
citizen or a person legally admitted to the United States. The State
Legislative Analyst estimates that verification costs could be in the tens of
millions of dollars on a statewide level (including verification costs
incurred by other local governments), with first-year costs potentially in
excess of $100 million.
The reporting requirements may violate the Family Educational Rights and
Privacy Act ("FERPA"), which generally prohibits schools that receive Federal
funds from disclosing information in student records without parental consent.
Compliance with FERPA is a condition of receiving Federal education funds,
which total $2.3 billion annually to California school districts. The
Secretary of the United States Department of Education has indicated that the
reporting requirements in Proposition 187 could jeopardize the ability of
school districts to receive these funds.
Opponents of Proposition 187 filed at least eight lawsuits (which were
subsequently consolidated) challenging the constitutionality and validity of
the measure. On March 18, 1998, a United States District Court judge entered a
final judgment in the case, holding key portions of the measure
unconstitutional and permanently enjoining the State from implementing those
sections which would have required law enforcement, teachers and social
services and health care workers to verify a person's immigration
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status and subsequently report illegal immigrants to authorities and deny them
social services, health care and education benefits. An appeal by the State
Attorney General was filed with the Ninth Circuit Court of Appeals on March
25, 1998 and is pending.
Pending Litigation. The State is a party to numerous legal proceedings, many
of which normally occur in governmental operations. Some of the more
significant lawsuits pending against the State are described herein.
The State is involved in a lawsuit, Thomas Hayes v. Commission on State
Mandates, related to state-mandated costs. The action involves an appeal by
the Director of Finance from a 1984 decision by the State Board of Control
(now succeeded by the Commission on State Mandates). The Board of Control
decided in favor of local school districts' claims for reimbursement for
special education programs for handicapped students. The case was then brought
to the trial court by the State and later remanded to the Commission for
redetermination. The Commission on State Mandates has since expanded the claim
to include supplemental claims filed by seven other educational institutions;
the issuance of a final consolidated decision is anticipated sometime in early
1999. To date, the Legislature has not appropriated funds. The liability to
the State, if all potentially eligible school districts pursue timely claims,
has been estimated by the Department of Finance at more than $1 billion.
The State is involved in a lawsuit related to contamination at the
Stringfellow toxic waste site. In United States, People of the State of
California v. J.B. Stringfellow, Jr., et al., the State is seeking recovery
for post costs of cleanup of the site, a declaration that the defendants are
jointly and severally liable for future costs, and an injunction ordering
completion of the cleanup. However, the defendants have filed a counterclaim
against the State for alleged negligent acts. Because the State is the present
owner of the site, the State may be found liable. Present estimates of the
cleanup range from $300 million to $800 million.
The State is a defendant in a coordinated action involving 3,000 plaintiffs
seeking recovery for damages caused by the Yuba River flood of February 1986.
The appellate court affirmed the trial court finding of liability in inverse
condemnation and awarded damages of $500,000 to 12 sample plaintiffs.
Potential liability to the remaining 300 plaintiffs, from claims filed, ranges
from $800 million to $1.5 billion. An appeal has been filed.
In the case of Board of Administration, California Public Employees'
Retirement System, et al. v. Pete Wilson, Governor, et al., plaintiffs
challenged the constitutionality of legislation which deferred payment of the
State's employer contribution to the Public Employees' Retirement System
("PERS") beginning in Fiscal Year 1992-93. On January 11, 1995, the Sacramento
County Superior Court entered a judgment finding that the legislation
unconstitutionally impaired the vested contract rights of PERS members. The
judgment provides for issuance of a writ of mandate directing State defendants
to disregard the provisions of the legislation, to implement the statute
governing employer contributions that existed before the changes in the
legislation were found to be unconstitutional and to transfer to PERS the
contributions that were unpaid to date. On February 19, 1997, the State Court
of Appeals affirmed the decision of the Superior Court, and the Supreme Court
subsequently refused to hear the case, making the Court of Appeals' ruling
final. On July 30, 1997, the Controller transferred $1.235 billion from the
General Fund to PERS in repayment of the principal amount determined to have
been improperly deferred. Subsequent State payments to PERS will be made on a
quarterly basis. On July 7, 1998, pursuant to Chapter 94, Statutes of 1998,
the State paid PERS $332.7 million for the accrued interest on the judgment
and interest on the unpaid accrued interest amount.
On June 24, 1998, plaintiffs in Howard Jarvis Taxpayers Association et al.
v. Kathleen Connell filed a complaint for certain declaratory and injunctive
relief challenging the authority of the State Controller to make payments from
the State Treasury in the absence of a state budget. On July 21, 1998, the
trial court issued a preliminary injunction prohibiting the State Controller
from paying moneys from the State Treasury for fiscal year 1998-99, with
certain limited exceptions, in the absence of a state budget. The preliminary
injunction, among other things, prohibited the State Controller from making
any payments pursuant to any continuing appropriation.
On July 22 and 27, 1998, various employee unions which had intervened in the
case appealed the trial court's preliminary injunction and asked the Court of
Appeal to stay the preliminary injunction. On July 28, 1998, the Court of
Appeal granted the unions' requests and stayed the preliminary injunction
pending the Court of Appeal's decision on the merits of the appeal. On August
5, 1998, the Court of Appeal denied the plaintiffs' request to reconsider the
stay. Also on July 22, 1998, the State Controller asked the California Supreme
Court to immediately stay the trial court's preliminary injunction and to
overrule the order granting the preliminary injunction on the merits. On July
29, 1998, the Supreme Court transferred the State Controller's request to the
Court of Appeal. The matters are now pending before the Court of Appeal.
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California Taxes--
In the opinion of Messrs. Brown & Wood LLP, special California counsel on
California tax matters, under existing law:
The California Trust will not be treated as an association taxable as a
corporation. Accordingly, interest on Bonds received by the California
Trust that is exempt from personal income taxes imposed by or under the
authority of the State of California will be treated for California income
tax purposes in the same manner as if received directly by the Holders.
Each Holder of the California Trust will recognize gain or loss when the
California Trust disposes of a Bond (whether by sale, exchange, redemption
or payment at maturity) or upon the Holder's sale or other disposition of a
Unit. The amount of gain or loss for California income tax purposes will
generally be calculated pursuant to the Code, certain provisions of which
are incorporated by reference under California law.
Florida Trust
Risk Factors --
Population. In 1980, Florida was the seventh most populous state in the U.S.
The State has grown dramatically since then and as of April 1, 1997, ranks
fourth with an estimated population of 14.7 million. Florida's attraction, as
both a growth and retirement state, has kept net migration at an average of
224,240 new residents a year from 1987 through 1996 with a low of 138,000 in
1992. Net migration in 1996 was 255,000. The U.S. average population increase
since 1984 is about 1% annually, while Florida's average annual rate of
increase is about 1.8%. Florida continues to be the fastest growing of the
eleven largest states. This strong population growth is one reason the State's
economy is performing better than the nation as a whole. In addition to
attracting senior citizens to Florida as a place for retirement, the State is
also recognized as attracting a significant number of working age individuals.
Since 1987, the prime working age population (18-44) has grown at an average
annual rate of more than 2.0%. The share of Florida's total working age
population (18-64) to total State population is approximately 60%. This share
is not expected to change appreciably into the twenty-first century.
Income. The State's personal income has been growing strongly the last
several years and has generally out performed both the U.S. as a whole and the
southeast in particular, according to the U.S. Department of Commerce and the
Florida Consensus Economic Estimating Conference. This is because Florida's
population has been growing at a very strong pace and, since the early 70's,
the State's economy has diversified so as to provide a broader economic base.
As a result, Florida's real per capita personal income has tracked closely
with the national average and has tracked above the southeast. From 1992 to
1997, Florida's total nominal personal income grew by 36.6% and per capita
income expanded approximately 25.9%. For the nation, total and per capita
personal income increased by 30.2% and 24.1%, respectively.
Because Florida has a proportionately greater retirement age population,
property income (dividends, interest, and rent) and transfer payments (Social
Security and pension benefits, among other sources of income) are relatively
more important sources of income. Transfer payments are typically less
sensitive to the business cycle than employment income and, therefore, act as
stabilizing forces in weak economic periods.
The State's per capita personal income in 1997 of $25,255 was slightly below
national average of $25,598 and significantly ahead of that for the southeast
United States, which was $23,014. Real personal income in the State is
forecasted to increase 5.2% in 1997-98 and 3.7% in 1998-99. Real personal
income per capita in the State is projected to grow at 3.2% in 1997-98 and
1.8% in 1998-99. The Florida economy appears to be growing in line with, but
stronger than, the U.S. economy and is expected to experience steady if
unspectacular growth over the next couple of years.
Employment. Since 1991, the State's population has increased an estimated
11.5%. In that same period, Florida's total non-farm employment has grown
approximately 27.5%. Since 1991, the job creation rate in the State is more
than twice that of the nation as a whole. Contributing to this is the State's
rapid rate of growth in employment and income in international trade. Changes
to its economy have also contributed to the State's strong performance. The
State is now less dependent on employment from construction, construction
related manufacturing, and resource based manufacturing, which have declined
as a proportion of total State employment, and more dependent on employment
related to trade and services. The State's service sector employment is nearly
87% of total non-farm employment. While the southeast and the nation have a
greater proportion of manufacturing jobs, which tend to pay higher wages,
service jobs tend to be less sensitive to swings in the business cycle. The
State has a concentration of manufacturing jobs in high-tech and high value-
added sectors, such as electrical and electronic equipment, as well as
printing and publishing. These type of manufacturing jobs tend to be less
cyclical. The State's unemployment rate throughout the 1980's tracked below
the nation's. In the 1990's, the trend was reversed, until 1995 and 1996, when
the State's unemployment rate again tracked below the nation's. According to
the U.S. Department of Commerce, the Florida Department of Labor and
Employment Security, and the Florida Consensus Economic Estimating Conference
(together the "Organization") the State's unemployment rate was 4.8% during
1997 while the national average was 4.9%. As of October 1997, the Organization
estimates that the unemployment rate will be 4.8% in 1998-99.
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The State's economy is expected to grow at a moderate rate along with the
nation, but is expected to outperform the nation as a whole. Total non-farm
employment in Florida is expected to grow at an increase of 3.9% in 1997-98
and 2.6% in 1998-99. Trade and services, the two largest, account for more
than half of the total non-farm employment. Employment in the service sectors
should experience an increase of 4.8% in 1997-98, while growing 4.1% in 1998-
99. Trade is expected to expand 3.7% in 1998 and 2.3% in 1999. The service
sector is now the State's largest employment category.
Construction. The State's economy has in the past been highly dependent on
the construction industry and construction related manufacturing. This
dependency has declined in recent years and continues to do so as a result of
continued diversification of the State's economy. For example, in 1980, total
contract construction employment as a share of total non-farm employment was
just about 7.5%, and in 1997, the share had edged downward to 5.7%. This trend
is expected to continue as the State's economy continues to diversify.
Florida, nevertheless, has a dynamic construction industry, with single and
multi-family housing starts accounting for about 9.2% of total U.S. housing
starts in 1997 while the State's population is 5.5% of the U.S. total
population. Florida's housing starts in 1997 were 132,813.
A driving force behind the State's construction industry has been the
State's rapid rate of population growth. Although the State currently is the
fourth most populous state, its annual population growth is now projected to
slow somewhat as the number of people moving into the State is expected to
average 257,000 a year throughout the 1990's. This population trend should
provide fuel for business and home builders to keep construction activity
lively in Florida in the next few years. However, other factors do influence
the level of construction in the State. For example, federal tax reform in
1986 and other changes to the federal income tax code have eliminated tax
deduction for owners of more than two residential real estate properties and
have lengthened depreciation schedules on investment and commercial
properties. Economic growth and existing supplies of homes and buildings also
contribute to the level of construction in the State.
Single and multi-family housing starts in 1998-99 are projected to reach a
combined level of 127,400 decreasing slightly to 125,800 next year. Total
construction expenditures are forecasted to increase 0.8% this year and
increase 1.8% next year.
Tourism. Tourism is one of the State's most important industries.
Approximately 47 million tourists visited the State in 1997, as reported by
the Florida Department of Commerce. In terms of business activities and State
tax revenues, tourists in Florida in 1996 represented an estimated 4.8 million
additional residents. Visitors to the State tend to arrive slightly more by
air than by car. The State's tourist industry over the years has become more
sophisticated, attracting visitors year-round and, to a degree, reducing its
seasonality. Tourist arrivals are expected to increase by 2.6% this fiscal
year and 1.7% next fiscal year. Tourist arrivals to Florida by air are
expected to increase by 4.1% this year and increase by 3.9% next year, while
arrivals by car are expected to increase by 0.8% this year and decrease 1.0%
next year. By the end of the State's current fiscal year, 49.7 million
domestic and international tourists are expected to have visited the State. In
1999-00, tourist arrivals should approximate 50.6 million.
Revenues and Expenses. Estimated fiscal year 1997-98 General Reserve plus
Working Capital and Budget Stabilization funds available to the State total
$18,621.8 million, an 11.2% increase over 1996-97. Of the total General
Revenue plus Working Capital and Budget Stabilization funds available to the
State, $16,877.6 million of that is Estimated Revenues which represents an
increase of 7.2% over the previous year's Estimated Revenues. With effective
General Revenues plus Working Capital Fund and Budget Stabilization
appropriations at $17,207.0 million, unencumbered reserves at the end of 1997-
98 are estimated at $1,414.8 million. Estimated, fiscal year 1998-99 General
Reserve plus Working Capital and Budget Stabilization funds available total
$19,113.2 million, a 2.6% increase over 1997-98. The $17,481.7 million in
Estimated Revenues represents an increase of 3.6% over the previous year's
Estimated Revenues.
In fiscal year 1996-97, approximately 67% of the State's total direct
revenue to its three operating funds were derived from State taxes and fees,
with Federal grants and other special revenue accounting for the balance.
State sales and tax, corporate income tax, intangible personal property tax,
beverage tax and estate tax amounted to 68%, 8%, 4%, 3% and 3%, respectively,
of total General Revenue Funds available during fiscal 1996-97. In that same
year, expenditures for education, health and welfare, and public safety
amounted to approximately 53%, 26% and 14%, respectively, of total
expenditures from the General Revenue Fund.
The State's sales and use tax (6%) currently accounts for the State's single
largest source of tax receipts. Slightly less than 10% of the State's sales
and use tax is designated for local governments and is distributed to the
respective counties in which collected for use by the counties, and the
municipalities therein. In addition to this distribution, local governments
may (by referendum) assess a 0.5% or a 1.0% discretionary sales surtax within
their county. Proceeds from this local option sales tax are earmarked for
funding local infrastructure programs and acquiring land for public recreation
or conservation or protection of natural resources as provided under
applicable Florida law. Certain charter counties have other taxing powers in
addition, and non-
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consolidated counties with a population in excess of 800,000 may levy a local
option sales tax to fund indigent health care. It alone cannot exceed 0.5% and
when combined with the infrastructure surtax cannot exceed 1.0%. For the
fiscal year ended June 30, 1997, sales and use tax recipients (exclusive of
the tax on gasoline and special fuels) totalled $12,089 million, an increase
of 5.5% over fiscal year 1995-96.
The second largest source of State tax receipts is the tax on motor fuels.
However, these revenues are almost entirely dedicated trust funds for specific
purposes and are not included in the State's General Revenue Fund.
The State imposes an alcoholic beverage, wholesale tax (excise tax) on beer,
wine, and liquor. This tax is one of the State's major tax sources, with
revenues totalling $447.2 million in the fiscal year ending June 30, 1997.
Ninety-eight percent of the revenues collected from this tax are deposited
into the State's General Revenue Fund.
The State imposes a corporate income tax. All receipts of the corporate
income tax are credited to the General Revenue Fund. For the fiscal year ended
June 30, 1997, receipts from this source were $1,362.3 million, an increase of
17.2% from fiscal year 1995-96.
The State imposes a documentary stamp tax on deeds and other documents
relating to realty, corporate shares, bonds, certificates of indebtedness,
promissory notes, wage assignments, and retail charge accounts. The
documentary stamp tax collections totalled $844.2 million during fiscal year
1996-97, an 8.9% increase from the previous fiscal year. For fiscal year
1996-97, 62.63% of these taxes were deposited to the General Revenue Fund.
The State imposes a gross receipts tax on electric, natural gas, and
telecommunications services. All gross receipts utilities tax collections are
credited to the State's Public Education Capital Outlay and Debt Service Trust
Fund. In fiscal year 1996-97, this amounted to $575.7 million, an increase of
6.0% over the previous fiscal year.
The State imposes an intangible personal property tax on stocks, bonds,
including bonds secured by liens in Florida real property, notes, governmental
leaseholds, and certain other intangibles not secured by a lien on Florida
real property. The annual rate of tax is 2 mils (a mil is $1,000 of tax per
$1,000,000 of property value). Second, the State imposes a non-recurring 2 mil
tax on mortgages and other obligations secured by liens on Florida real
property. In fiscal year 1996-97, total intangible personal property tax
collections were $952.4 million, a 6.3% increase from the prior year. Of the
net tax proceeds, 66.5% are distributed to the General Revenue Fund.
The State imposes an estate tax on the estate of a decedent for the
privilege of transferring property at death. All receipts of the estate tax
are credited to the General Revenue Fund. For the fiscal year ended June 30,
1997, receipts from this source were $546.9 million, an increase of 30% from
fiscal year 1995-96.
The State began its own lottery in 1988. State law requires that lottery
revenues be distributed 50% to the public in prizes, 38.0% for use in
enhancing education, and the balance, 12.0%, for the costs of administering
the lottery. Fiscal year 1996-97 lottery ticket sales totalled $2.09 billion,
providing education with approximately $792.3 million.
Debt-Balanced Budget Requirement. At the end of fiscal 1997, approximately
$7.89 billion in principal amount of debt secured by the full faith and credit
of the State was outstanding. In addition, since July 1, 1997, the State
issued about $799.9 million in principal amount of full faith and credit
bonds.
The State Constitution and statutes mandate that the State budget, as a
whole, and each separate fund within the State budget, be kept in balance from
currently available revenues each fiscal year. If the Governor or Comptroller
believes a deficit will occur in any State fund, by statute, he must certify
his opinion to the Administrative Commission, which then is authorized to
reduce all State agency budgets and releases by a sufficient amount to prevent
a deficit in any fund. Additionally, the State Constitution prohibits issuance
of State obligations to fund State operations.
Litigation. Currently under litigation are several issues relating to State
actions or State taxes that put at risk a portion of General Revenue Fund
monies. There is no assurance that any of such matters, individually or in the
aggregate, will not have a material adverse affect on the State's financial
position. A brief summary of these matters follows.
Nathan M. Hameroff, M.D., et al. v. Agency for Healthcare Administration, et
al.: The plaintiff challenged the constitutionality of Florida's Public
Medical Assistance Trust Fund annual assessment on net operating revenue of
free standing out-patient facilities offering sophisticated radiology
services. The trial has not been scheduled. If the State is unsuccessful in
its action, the potential refund liability could approximate $70 million.
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Barnett Bank v. Department of Revenue: The issue here is whether Florida's
refund statute for dealer repossessions of automobiles authorizes the
Department of Revenue to grant a refund to a financial institution that is an
assignee of security agreements from the sale of those automobiles and other
property sold by dealers. Several financial institutions have applied for
refunds. The potential refund to financial institutions exceeds $30 million.
Deficit Fund Equity. The Florida Casualty Insurance Risk Management Trust
Fund has deficit retained earnings of approximately $544 million. These
represent long term liabilities of the State as a whole. These liabilities
include claims pertaining to state employee Workers' Compensation, federal
civil rights, and general and automotive liability.
The State maintains a bond rating of Aa, AA, and AA from Moody's Investors
Service, Standard & Poors Corporation, and Fitch, respectively, on the
majority of its general obligation bonds, although the rating of a particular
series of revenue bonds relates primarily to the project, facility, or other
revenue source from which such series derives funds for repayment. While these
ratings and some of the information presented above indicate that the State is
in satisfactory economic health, there can be no assurance that there will not
be a decline in economic conditions or that particular Florida Municipal
Obligations purchased by the Florida Trust will not be adversely affected by
any such changes.
The sources for the information presented above include official statements
and financial statements of the State of Florida. While the Sponsor has not
independently verified this information, the Sponsor has no reason to believe
that the information is not correct in all material respects.
Florida Taxes --
In the opinion of Carlton Fields, Tampa, Florida, special counsel on
Florida tax matters, under existing law:
The Florida Trust will not be subject to the Florida income tax imposed
by Chapter 220 so long as the Florida Trust transacts no business in
Florida or has no income subject to federal income taxation. In addition,
political subdivisions of Florida do not impose any income taxes.
Non-Corporate Unit holders will not be subject to any Florida income
taxation on income realized by the Florida Trust. Corporate Unit holders
with commercial domiciles in Florida will be subject to Florida income
taxation on income realized by the Trust. Other corporate Unit holders will
be subject to Florida income taxation on income realized by the Florida
Trust only to the extent that the income realized is other than "non-
business income" as defined by Chapter 220.
Florida Trust Units will be subject to Florida estate tax if owned by
Florida residents and may be subject to Florida estate tax if owned by
other decedents at death. However, the Florida estate tax is limited to the
amount of the credit allowable under the applicable Federal Revenue Act
(currently Section 2011 [and in some cases Section 2102] of the Internal
Revenue Code of 1986, as amended) for death taxes actually paid to the
several states.
Neither the Bonds nor the Units will be subject to the Florida ad valorem
property tax or Florida sales or use tax.
Neither the Florida Trust nor the Units will be subject to Florida
intangible personal property tax.
Maryland Trust
Risk Factors--The Public indebtedness of the State of Maryland (the "State")
and its instrumentalities is divided into three general types. The State
issues general obligation bonds for capital improvements and for various State
projects to the payment of which the State ad valorem property tax is
exclusively pledged. In addition, the Maryland Department of Transportation
issues for transportation purposes its limited, special obligation bonds
payable primarily from specific, fixed-rate excise taxes and other revenues
related mainly to highway use. Certain authorities issue obligations payable
solely from specific non-tax, enterprise fund revenues and for which the State
has no liability and has given no moral obligation assurance.
General obligation bonds of the State are authorized and issued primarily to
provide funds for State-owned capital improvements, including institutions of
higher learning, and the construction of locally owned public schools. Bonds
have also been issued for local government improvements, including grants and
loans for water quality improvement projects and correctional facilities, to
provide funds for repayable loans or outright grants to private, non-profit
cultural or educational institutions, and to fund certain loan and grant
programs.
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The Maryland Constitution prohibits the contracting of State debt unless it
is authorized by a law levying an annual tax or taxes sufficient to pay the
debt service within 15 years and prohibiting the repeal of the tax or taxes or
their use for another purpose until the debt is paid. As a uniform practice,
each separate enabling act which authorizes the issuance of general obligation
bonds for a given object or purpose has specifically levied and directed the
collection of an ad valorem property tax on all taxable property in the State.
The Board of Public Works is directed by law to fix by May 1 of each year the
precise rate of such tax necessary to produce revenue sufficient for debt
services requirements of the next fiscal year, which begins July 1. However,
the taxes levied need not be collected if or to the extent that funds
sufficient for debt services requirements in the next fiscal year have been
appropriated in the annual State budget. Accordingly, the Board in annually
fixing the rate of property tax after the end of the regular legislative
session in April, takes account of appropriations of general funds for debt
service.
In the opinion of counsel, the courts of Maryland have jurisdiction to
entertain proceeds and power to grant mandatory injunctive relief to (i)
require the Governor to include in the annual budget a sufficient
appropriation to pay all general obligation bond debt service for the ensuing
fiscal year; (ii) prohibit the General Assembly from taking action to reduce
any such appropriation below the level required for that debt service; (iii)
require the Board of Public Works to fix and collect a tax on all property in
the State subject to assessment for State tax purposes at a rate and in an
amount sufficient to make such payments to the extent that adequate funds are
not provided in the annual budget; and (iv) provide such other relief as might
be necessary to enforce the collection of such taxes and payment of the
proceeds of the tax collection to the holders of general obligation bonds,
pari passu, subject to the inherent constitutional limitations referred to
below.
It is also the opinion of counsel that, while the mandatory injunctive
remedies would be available and while the general obligation bonds of the
State are entitled to constitutional protection against the impairment of the
obligation of contracts, such constitutional protection and the enforcement of
such remedies would not be absolute. Enforcement of a claim for payment of the
principal of or interest on the bonds would be subject to the provisions of
any statutes that may be constitutionally enacted by the United States
Congress or the Maryland General Assembly extending the time for payment or
imposing other constraints upon enforcement.
There is no general debt limit imposed by the Maryland Constitution or
public general laws, but a special committee created by statute annually
submits to the Governor an estimate of the maximum amount of new general
obligation debt that prudently may be authorized. Although the committee's
responsibilities are advisory only, the Governor is required to give due
consideration to the committee's findings in preparing a preliminary
allocation of new general debt authorization for the next ensuing fiscal year.
Consolidated Transportation Bonds are limited obligations issued by the
Maryland Department of Transportation, the principal of which must be paid
within 15 years from the date of issue, for highway, port, transit, rail or
aviation facilities or any combination of such facilities. Debt service on
Consolidated Transportation Bonds is payable from those portions of the excise
tax on each gallon of motor vehicle fuel and the motor vehicle titling tax,
all mandatory motor vehicle registration fees, monitor carrier fees, and the
corporate income tax as are credited to the Maryland Department of
Transportation, plus all departmental operating revenues and receipts. Holders
of such bonds are not entitled to look to other sources for payment.
The Maryland Department of Transportation also issues its bonds to provide
financing of local road construction and various other county transportation
projects and facilities. Debt service on these bonds is payable from the
subdivisions' share of highway user revenues held to their credit in a special
State fund. On November 9, 1994, the Maryland Transportation Authority issued
$162.6 million of special obligation revenue bonds to fund projects at the
Baltimore/Washington International Airport secured by revenues from the
passenger facility charges received by the Maryland Aviation Administration
and from the general account balance of the Transportation Authority. As of
June 30, 1997, $388.7 million of the Transportation Authority's revenue bonds
were outstanding.
The Maryland Transportation Authority operates certain highway, bridge and
tunnel toll facilities in the State. The tolls and other revenues received
from these facilities are pledged as security for revenue bonds of the
Authority issued under and secured by a trust agreement between the Authority
and a corporate trustee.
Certain other instrumentalities of the State government are authorized to
borrow money under legislation which expressly provides that the loan
obligations shall not be deemed to constitute a debt or a pledge of the faith
and credit of the State. The Community Development Administration of the
Department of Housing and Community development, the Board of Trustees of St.
Mary's College of Maryland, the Maryland Environmental Service, the Board of
Regents of the University of Maryland System, the Board of Regents of Morgan
State University, and the Maryland Food Center Authority have issued and have
outstanding bonds of this type. The principal of and interest on bonds issued
by these bodies are payable solely from various sources, principally fees
generated from use of the facilities or enterprises financed by the bonds.
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Under a Comprehensive Plan of Financing, as amended, of the Maryland Stadium
Authority, the Authority is authorized to finance the acquisition and
construction of sports facilities at a site within the City of Baltimore.
Currently, the Stadium Authority operates Oriole Park at Camden Yards which
opened in 1992. The Authority's financings are lease-backed revenue
obligations, payment of which is secured by, among other things, an assignment
of revenues to be received under a lease of the sports facilities from the
Authority to the State of Maryland; rental payments due from the State under
that lease will be subject to annual appropriation by the Maryland General
Assembly.
In October 1995, the Stadium Authority and the Baltimore Ravens (formally
known as the Cleveland Browns) executed a Memorandum of Agreement which
commits the Ravens to occupy a to be constructed football stadium in Baltimore
City. The Agreement was approved by the Board of Public Works and constitutes
a "long-term lease with a National Football League team" as required by
statute for the issuance of Stadium Authority bonds. The Stadium Authority
sold $87.565 million in lease-backed revenue bonds on May 1, 1996. The
proceeds from the bonds, along with cash available from State lottery
proceeds, investment earnings, and other sources will be used to pay project
design and construction expenses of approximately $200 million. The bonds are
solely secured by an assignment of revenues received under a lease of the
project from the Stadium Authority to the State.
The Stadium Authority has also been assigned responsibility for constructing
an expansion of the Convention Centers in Baltimore City and Ocean City and
construction of a conference center in Montgomery County. The Baltimore
Convention Center expansion is expected to cost $163 million and is being
financed through a combination of funding from Baltimore City, Stadium
Authority revenue bonds, and State general obligation bonds. The Ocean City
Convention Center expansion is expected to cost $35 million and is being
financed through a combination of funding from Ocean City and the Stadium
Authority. The Montgomery County Conference Center is expected to cost $27.5
million and is being financed through a combination of funding from Montgomery
County and the Stadium Authority.
The Water Quality Revolving Loan Fund is administered by the Water Quality
Financing Administration in the Department of the Environment. The Fund may be
used to provide loans, subsidies and other forms of financial assistance to
local government units for wastewater treatment projects as contemplated by
the 1987 amendments to the federal Water Pollution Control Act. The
Administration is authorized to issue bonds secured by revenues of the Fund,
including loan repayments, federal capitalization grants, and matching State
grants.
The University of Maryland System, Morgan State University, and St. Mary's
College of Maryland are authorized to issue revenue bonds for the purpose of
financing academic and auxiliary facilities. Auxiliary facilities are any
facilities that furnish a service to students, faculty, or staff, and that
generate income. Auxiliary facilities include housing, eating, recreational,
campus, infirmary, parking, athletic, student union or activity, research
laboratory, testing and any related facilities.
Although the State has authority to make short-term borrowings in
anticipation of taxes and other receipts up to a maximum of $100 million, in
the past it has not issued short-term borrowings. However, the State has
issued certain obligations in the nature of bond anticipation notes for the
purpose of assisting several savings and loan associations in qualifying for
Federal insurance and in connection with the assumption by a bank of the
deposit liabilities of an insolvent savings and loan association.
The State has financed the construction and acquisition of various
facilities through conditional purchase, sale-leaseback, and similar
transactions. All of the lease payments under these arrangements are subject
to annual appropriation by the Maryland General Assembly. In the event that
appropriations are not made, the State may not be held contractually liable
for the payments.
Local Subdivision Debt. The counties and incorporated municipalities in
Maryland issue general obligation debt for general governmental purposes. The
general obligation debt of the counties and incorporated municipalities is
generally supported by ad valorem taxes on real estate, tangible personal
property and intangible personal property subject to taxation. The issuer
typically pledges its full faith and credit and unlimited taxing power to the
prompt payment of the maturing principal and interest on the general
obligation debt and to the levy and collection of the ad valorem taxes as and
when such taxes become necessary in order to provide sufficient funds to meet
the debt service requirements. The amount of debt which may be authorized may
in some cases be limited by the requirements that it not exceed a stated
percentage of the assessable base upon which taxes are levied.
In the opinion of counsel, the issuer may be sued in the event that it fails
to perform its obligations under the general obligation debt to the holders of
the debt, and any judgments resulting from such suits would be enforceable
against the issuer. Nevertheless, a holder of the debt who has obtained any
such judgment may be required to seek additional relief to compel the issuer
to levy and collect such taxes as may be necessary to provide the Funds from
which a judgment may be paid. Although there is no Maryland law on this point,
it is the opinion of counsel that the appropriate courts of Maryland have
jurisdiction to entertain proceedings and
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<PAGE>
power to grant additional relief, such as a mandatory injunction, if
necessary, to enforce the levy and collection of such taxes and payment of the
proceeds of the collection of the taxes to the holders of general obligation
debt, pari passu subject to the same constitutional limitations on
enforcement, as described above, as apply to the enforcement of judgments
against the State.
Local subdivisions, including counties and municipal corporations, are also
authorized by law to issue special and limited obligation debt for certain
purposes other than general governmental purposes. The source of payment of
that debt is limited to certain revenues of the issuer derived from commercial
activities operated by the issuer, payment made with respect to certain
facilities or loans and any funds pledged for the benefit of the holders of
the debt. That special and limited obligation debt does not constitute a debt
of the State, the issuer or any other political subdivision of either within
the meaning of any constitutional or statutory limitation. Neither the State
nor the issuer or any other political subdivision of either is obligated to
pay the debt or the interest on the debt except from the revenues of the
issuer specifically pledged to the payment of the debt. Neither the faith and
credit nor the taxing power of the State, the issuer or any other political
subdivision of either is pledged to the payment of the debt. The issuance of
the debt is not directly or indirectly or contingently an obligation, moral or
other, of the State, the issuer or any other political subdivision of either
to levy any tax for its payment.
Special Authority Debt. The State and local governments have created several
special authorities with the power to issue debt on behalf of the State or
local government for specific purposes, such as providing facilities for non-
profit health care and higher educational institutions, facilities for the
disposal of solid waste, funds to finance single family and low-to-moderate
income housing, and similar purposes. The Maryland Health and Higher
Educational Facilities Authority, the Northeast Maryland Waste Disposal
Authority, the Housing Opportunities Commission of Montgomery County, and the
Housing Authority of Prince George's County are some of the special
authorities which have issued and have outstanding debt of this type.
The debts of the authorities issuing debt on behalf of the State and the
local governments are limited obligations of the authorities payable solely
from and secured by a pledge of the revenues derived from the facilities or
loans financed with the proceeds of the debt and from any other funds and
receipts pledged under an indenture with a corporate trustee. The debt does
not constitute a debt, liability or pledge of the faith and credit of the
State or of any political subdivision or of the authorities. Neither the State
nor any political subdivision thereof nor the authorities shall be obligated
to pay the debt or the interest on the debt except from such revenues, funds
and receipts. Neither the faith and credit nor the taxing power of the State
or of any political subdivision of the State or the authorities is pledged to
the payment of the principal of or the interest on such debt. The issuance of
the debt is not directly or indirectly an obligation, moral or other, of the
State or of any political subdivision of the State or of the authority to levy
or to pledge any form of taxation whatsoever, or to make any appropriation,
for their payment. The authorities have no taxing power.
Maryland Taxes --
In the opinion of Messrs. Saul, Ewing, Remick & Saul LLP, special Maryland
counsel of Maryland tax matters, under applicable existing Maryland State and
local tax law:
The Maryland Trust will not be treated as an association taxable as a
corporation, and the income of the Maryland Trust will be treated as the
income of the Holders. The Maryland Trust is not a "financial institution"
subject to the Maryland Franchise Tax measure by net earnings. The Maryland
Trust is not subject to Maryland property taxes imposed on the intangible
personal property of certain corporations.
Except as described below in the case of interest paid on private
activity bonds constituting a tax preference for Federal income tax
purposes, a Holder will not be required to include such Holder's pro-rata
share of the earnings of, or distributions from, the Maryland Trust in such
Holder's Maryland taxable income to the extent that such earnings or
distributions represent interest excludable from gross income for Federal
income tax purposes received by the Maryland Trust on obligations of the
State of Maryland, the Government of Puerto Rico, or the Government of Guam
and their respective political subdivisions and authorities. Interest on
Bonds is not subject to the Maryland Franchise Tax imposed on "financial
institutions" and measured by net earnings.
In the case of taxpayers who are individuals, Maryland presently imposes
an income tax on items of tax preference with reference to such items as
defined in the Internal Revenue Code, as amended, for purposes of
calculating the Federal alternative minimum tax. Interest paid on certain
private activity bonds is a preference item for purposes of calculating the
Federal alternative minimum tax. Accordingly, if the Maryland Trust holds
such bonds, 50% of the interest on such bonds in excess of a threshold
amount is taxable by Maryland.
C-15
<PAGE>
A Holder will recognize taxable gain or loss, except in the case of an
individual Holder who is not a Maryland resident, when the Holder disposes
of all or part of such Holder's pro rata portion of the Bonds in the
Maryland Trust. A Holder will be considered to have disposed of all or part
of such Holder's pro rata portion of each Bond when the Holder sells or
redeems all or some of such Holder's Units. A Holder will also be
considered to have disposed of all or part of such Holder's pro rata
portion of a Bond when all or part of the Bond is disposed of by the
Maryland Trust or is redeemed or paid at maturity. Gains included in the
gross income of Holders for federal income tax purposes is, however,
subtracted from income for Maryland income tax purposes to the extent that
the gain is derived from the disposition of Bonds issued by the State of
Maryland and its political subdivisions. Profits realized on the sale or
exchange of Bonds are not subject to the Maryland Franchise Tax imposed on
"financial institutions" and measured by net earnings.
Units of the Maryland Trust will be subject to Maryland inheritance and
estate tax only if held by Maryland residents.
Neither the Bonds nor the Units will be subject to Maryland personal
property tax.
The sales of Units in Maryland or the holding of Units in Maryland will
not be subject to Maryland Sales or Use Tax.
New York Trust
Risk Factors--The information set forth below is derived from the official
statements and/or preliminary drafts of official statements prepared in
connection with the issuance of New York State and New York City municipal
bonds. The Sponsor has not independently verified this information.
Economic Trends. Over the long term, the State of New York (the "State") and
the City of New York (the "City") face serious economic problems. The City
accounts for approximately 41% of the State's population and personal income,
and the City's financial health affects the State in numerous ways. The State
historically has been one of the wealthiest states in the nation. For decades,
however, the State has grown more slowly than the nation as a whole, gradually
eroding its relative economic affluence. Statewide, urban centers have
experienced significant changes involving migration of the more affluent to
the suburbs and an influx of generally less affluent residents. Regionally,
the older Northeast cities have suffered because of the relative success that
the South and the West have had in attracting people and business. The City
has also had to face greater competition as other major cities have developed
financial and business capabilities which make them less dependent on the
specialized services traditionally available almost exclusively in the City.
The State has for many years had a very high State and local tax burden
relative to other states. The State and its localities have used these taxes
to develop and maintain their transportation networks, public schools and
colleges, public health systems, other social services and recreational
facilities. Despite these benefits, the burden of State and local taxation, in
combination with the many other causes of regional economic dislocation, has
contributed to the decisions of some businesses and individuals to relocate
outside, or not locate within, the State.
Notwithstanding the numerous initiatives that the State and its localities
may take to encourage economic growth and achieve balanced budgets, reductions
in Federal spending could materially and adversely affect the financial
condition and budget projections of the State and its localities.
New York City. The City, with a population of approximately 7.4 million, is
an international center of business and culture. Its non-manufacturing economy
is broadly based, with the banking and securities, life insurance,
communications, publishing, fashion design, retailing and construction
industries accounting for a significant portion of the City's total employment
earnings. Additionally, the City is the nation's leading tourist destination.
The City's manufacturing activity is conducted primarily in apparel and
printing.
For each of the 1981 through 1998 fiscal years, the City had an operating
surplus, before discretionary transfers, and achieved balanced operating
results as reported in accordance with then applicable generally accepted
accounting principles ("GAAP"), after discretionary transfers. The City has
been required to close substantial gaps between forecast revenues and forecast
expenditures in order to maintain balanced operating results. There can be no
assurance that the City will continue to maintain balanced operating results
as required by State law without tax or other revenue increases or reductions
in City services or entitlement programs, which could adversely affect the
City's economic base.
As required by law, the City prepares a four-year annual financial plan,
which is reviewed and revised on a quarterly basis and which includes the
City's capital, revenue and expense projections and outlines proposed gap-
closing programs for years with projected budget gaps. The City's current
financial plan projects a surplus in the 1999 fiscal year, before
discretionary transfers, and budget gaps for each of the 2000, 2001 and 2002
fiscal years. This pattern of current year surplus operating results and
projected subsequent year budget gaps has been consistent through the entire
period since 1982, during which the City has achieved surplus operating
results, before discretionary transfers, for each fiscal year.
C-16
<PAGE>
The City depends on aid from the State both to enable the City to balance
its budget and to meet its cash requirements. There can be no assurance that
there will not be reductions in State aid to the City from amounts currently
projected; that State budgets will be adopted by the April 1 statutory
deadline, or interim appropriations enacted; or that any such reductions or
delays will not have adverse effects on the City's cash flow or expenditures.
In addition, the Federal budget negotiation process could result in a
reduction in or a delay in the receipt of Federal grants which could have
additional adverse effects on the City's cash flow or revenues.
The Mayor is responsible for preparing the City's financial plan, including
the City's current financial plan for the 1999 through 2002 fiscal years (the
"1999-2002 Financial Plan" or "Financial Plan"). The City's projections set
forth in the Financial Plan are based on various assumptions and contingencies
which are uncertain and which may not materialize. Such assumptions and
contingencies include the condition of the regional and local economies, the
provision of State and Federal aid and the impact on City revenues and
expenditures of any future Federal or State policies affecting the City.
Implementation of the Financial Plan is dependent upon the City's ability to
market its securities successfully. The City's financing program for fiscal
years 1999 through 2002 contemplates the issuance of $5.2 billion of general
obligation bonds and $5.4 billion of bonds to be issued by the New York City
Transitional Finance Authority (the "Finance Authority") to finance City
capital projects. The Finance Authority was created as part of the City's
effort to assist in keeping the City's indebtedness within the forecast level
of the constitutional restrictions on the amount of debt the City is
authorized to incur. In addition, the City issues revenue and tax anticipation
notes to finance its seasonal working capital requirements. The success of
projected public sales of City bonds and notes, New York City Municipal Water
Finance Authority ("Water Authority") bonds and Finance Authority bonds will
be subject to prevailing market conditions. The City's planned capital and
operating expenditures are dependent upon the sale of its general obligation
bonds and notes, and the Water Authority and Finance Authority bonds. Future
developments concerning the City and public discussion of such developments,
as well as prevailing market conditions, may affect the market for outstanding
City general obligation bonds and notes.
For the 1998 fiscal year, the City had an operating surplus, before
discretionary and other transfers, and achieved balanced operating results,
after discretionary and other transfers, in accordance with GAAP. The 1998
fiscal year is the eighteenth year that the City has achieved an operating
surplus, before discretionary and other transfers, and balanced operating
results, after discretionary and other transfers.
On November 18, 1998, the City released the Financial Plan for the 1999
through 2002 fiscal years, which relates to the City and certain entities
which receive funds from the City. The Financial Plan is a modification to the
financial plan submitted to the Control Board on June 26, 1998 (the "June
Financial Plan"). The Financial Plan projects revenues and expenditures for
the 1999 fiscal year balanced in accordance with GAAP, and projects gaps of
$2.2 billion, $2.9 billion and $2.4 billion for the 2000 through 2002 fiscal
years, respectively, after implementation of a gap closing program to reduce
agency expenditures by $200 million in the 1999 fiscal year and approximately
$80 million in each of fiscal years 2000 through 2002.
Changes since the June Financial Plan include: (i) an increase in projected
tax revenues of $288 million and $8 million in fiscal years 1999 and 2000,
respectively, and a decrease in projected tax revenues of $23 million and $66
million in fiscal years 2001 and 2002, respectively; (ii) an increase in
planned expenditures for health insurance of approximately $60 million in each
of fiscal years 1999 through 2002; (iii) a decrease in projected pension
expenditures due to higher than planned increases in the value of the assets
of the retirement systems of $67 million, $171 million, $264 million and $372
million in the fiscal years 1999 through 2002, respectively; (iv) other agency
spending increases of $76 million, $101 million, $78 million, and $70 million
in fiscal years 1999 through 2002, respectively; and (v) an increase in agency
expenditures of $227 million, $295 million, $295 million and $294 million in
fiscal years 1999 through 2002, respectively, due to a reduction in the agency
gap closing program.
The 1999-2002 Financial Plan includes a proposed discretionary transfer in
the 1999 fiscal year of $465 million to pay debt service due in fiscal year
2000. In addition, the Financial Plan reflects enacted and proposed tax
reduction programs totaling $429 million, $604 million and $606 million in
fiscal years 2000 through 2002, respectively, including the elimination of the
City sales tax on all clothing as of December 1, 1999, the extension of
current tax reductions for owners of cooperative and condominium apartments
starting in fiscal year 2000 and a personal income tax credit for child care
and for resident holders of Subchapter S corporations starting in fiscal year
2000, which are subject to State legislative approval, and reduction of the
commercial rent tax commencing in fiscal year 2000.
The Financial Plan assumes (i) approval by the Governor and the State
Legislature of the extension of the 14% personal income tax surcharge, which
is scheduled to expire on December 31, 1999, and which is projected to provide
revenue of $183 million, $524 million and $544 million in the 2000, 2001 and
2002 fiscal years, respectively; and (ii) collection of the projected rent
payments for the City's airports, totaling $6 million, $365 million, $155
million and $185 million in the 1999 through 2002 fiscal years, respectively,
a substantial portion of which may depend on the successful completion of
negotiations with The Port Authority of New York and New Jersey (the "Port
Authority") or the enforcement of the City's rights under the existing leases
through pending
C-17
<PAGE>
legal actions. The Financial Plan provides no additional wage increases for
City employees after their contracts expire in fiscal years 2000 and 2001. In
addition, the economic and financial condition of the City may be affected by
various financial, social, economic and political factors which could have a
material effect on the City.
In January, the Mayor is expected to publish a Modification (the "January
Modification") to the Financial Plan for the City's 1999 through 2003 fiscal
years and a preliminary budget for the City's fiscal year 2000. The January
Modification will include changes since the Financial Plan and the City's
program to address the currently forecast $2.2 billion gap in fiscal year
2000. As in prior years, the City's gap-closing program could include a
program to substantially reduce projected agency spending and City proposals
for increased Federal and State aid and other non-tax revenues.
The 1998 modification of the City's financial plan and the 1999-2002
Financial Plan include a proposed discretionary transfer in the 1998 fiscal
year of approximately $2.0 billion to pay debt service due in the 1999 fiscal
year, and a proposed discretionary transfer in the 1999 fiscal year of $416
million to pay debt service due in fiscal year 2000, included in the Budget
Stabilization Accounts for the 1998 and 1999 fiscal years, respectively, In
addition, the Financial Plan reflects proposed tax reduction programs totaling
$237 million, $537 million, $657 million and $666 million in fiscal years 1999
through 2002, respectively, including the elimination of the City sales tax on
all clothing as of December 1, 1999, a City-funded acceleration of the State
funded personal income tax reduction for the 1999 through 2001 fiscal years,
the extension of current tax reductions for owners of cooperative and
condominium apartments starting in fiscal year 2000 and a personal income tax
credit for child care and for resident holders of Subchapter S corporations,
which are subject to State legislative approval, and reduction of the
commercial rent tax commencing in fiscal year 2000.
On June 5, 1998, the City Council adopted a budget which re-allocated
expenditures from those provided in the Executive Budget in the amount of $409
million. The re-allocated expenditures, which include $116 million from the
Budget Stabilization Account, $82 million from debt service, $45 million from
pension contributions, $54 million from social services spending and $112
million from other spending, were re-allocated to uses set forth in the City
Council's adopted budget. Such uses include a revised tax reduction program at
a revenue cost in the 1999 fiscal year of $45 million, additional expenditures
for various programs of $199 million and provision of $165 million to retire
high interest debt. The revised tax reduction program in the City Council's
adopted budget assumes the expiration of the 12.5% personal income tax
surcharge, rather than the implementation of the personal income tax reduction
program proposed in the Executive budget. The changes reflected in the City
Council's adopted budget would increase the gaps forecast between revenues and
expenditures in the future years of the Financial Plan.
On June 5, 1998, in accordance with the City Charter, the Mayor certified to
the City Council revised estimates of the City's revenues (other than property
tax) for fiscal year 1999. Consistent with this certification, the property
tax levy was estimated by the Mayor to require an increase to realize
sufficient revenue from this source to produce a balanced budget within
generally accepted accounting principles. On June 8, 1998, the City Council
adopted a property tax levy that was $237.7 million lower than the levy
estimated to be required by the Mayor. The City Council, however, maintained
that the revenue to be derived from the levy it adopted would be sufficient to
achieve a balanced budget because the property tax reserve for uncollectibles
could be reduced. Property tax bills for fiscal year 1999 are expected to be
mailed in the near future by the City's Department of Finance at the rates
adopted by the City Council for fiscal year 1998, subject to later adjustment.
On July 16, 1998, Standard & Poor's revised its rating of City bonds upward
from BBB+ to A-. Moody's rating of City bonds was revised in February 1998 to
A3 from Baa1. Moody's, Standard & Poor's and Fitch currently rate the City's
outstanding general obligations bonds A3, A- and A-, respectively.
New York State and its Authorities. The State Financial Plan for the 1998-
1999 fiscal year projects balance on a cash basis for the 1998-1999 fiscal
year, as modified on July 30, 1998, with a closing balance in the General Fund
of $1.67 billion. The State Financial Plan contains projections of a potential
imbalance in the 1999-2000 fiscal year of $1.3 billion, assuming
implementation of unspecified efficiency actions, the receipt of funds from
the tobacco settlement and the application of certain reserves established in
the 1998-1999 State Financial Plan. The Executive Budget submitted in February
1998 contained projections at that time of a potential imbalance in the 2000-
2001 fiscal year of $3.72 billion, assuming implementation of unspecified
efficiency initiatives and other actions in the 2000-2001 fiscal year.
The 1999-2002 Financial Plan is based on numerous assumptions, including the
condition of the City's and the region's economy and a modest employment
recovery and the concomitant receipt of economically sensitive tax revenues in
the amounts projected. The 1999-2002 Financial Plan is subject to various
other uncertainties and contingencies relating to, among other factors, the
extent, if any, to which wage increases for City employees exceed the annual
wage costs assumed for the 1999 through 2002 fiscal years; continuation of
projected interest earnings assumptions for pension fund assets and current
assumptions with respect to wages for City employees affecting the City's
required pension fund contributions; the willingness and ability of the State
to provide the aid contemplated by the Financial Plan and to take various
other actions to assist the City; the ability of State agencies
C-18
<PAGE>
to maintain balanced budgets; the willingness of the Federal government to
provide the amount of Federal aid contemplated in the Financial Plan; the
impact on City revenues and expenditures of Federal and State welfare reform
and any future legislation affecting Medicare or other entitlement programs;
adoption of the City's budgets by the City Council in substantially the forms
submitted by the Mayor; the ability of the City to implement cost reduction
initiatives, and the success with which the City controls expenditures; the
impact of conditions in the real estate market on real estate tax revenues;
the City's ability to market its securities successfully in the public credit
markets; and unanticipated expenditures that may be incurred as a result of
the need to maintain the City's infrastructure. Certain of these assumptions
have been questioned by the City Comptroller and other public officials.
The Legislature passed a State budget for the 1998-1999 fiscal year on April
18, 1998, and on April 26, 1998 the Governor vetoed certain of the increased
spending in the State budget passed by the Legislature. The Legislature did
not override any of the Governor's vetoes. The State Financial Plan for the
1998-1999 fiscal year, as modified on July 30, 1998, projects balance on a
cash basis for the 1998-1999 fiscal year, with a closing balance in the
General Fund of $1.67 billion. The State Financial Plan contains projections
of a potential imbalance in the 1999-2000 fiscal year of $1.3 billion,
assuming implementation of $600 million of unspecified efficiency actions, the
receipt of $250 million in funds from the tobacco settlement and the
application of certain reserves established in the 1998-1999 State Financial
Plan. The Executive Budget submitted in February 1998 contained projections at
that time of a potential imbalance in the 2000-2001 fiscal year of $3.72
billion, assuming implementation of $800 million of unspecified efficiency
initiatives in the 2000-2001 fiscal year and $250 million in funds from the
tobacco settlement. The State Financial Plan for the 1998-1999 fiscal year
includes multi-year tax reductions and significant increases in spending which
will affect the 2000-2001 fiscal year. The various elements of the State and
local tax and assessment reductions enacted during the last several fiscal
years will reduce projected revenues by more than $4 billion in the 2002-2003
fiscal year as measured from the current 1998-1999 base.
On July 23, 1998, the New York State Comptroller issued a report which noted
that a significant cause for concern is the budget gaps in the 1999-2000 and
2000-2001 fiscal years, which the State Comptroller projected at $1.8 billion
and $5.5 billion, respectively, after excluding the uncertain receipt by the
State of $250 million of funds from the tobacco settlement assumed for each of
such fiscal years, as well as the unspecified actions assumed in the State's
projections. The State Comptroller also stated that if the securities industry
or economy slows, the size of the gaps would increase.
Standard & Poor's rates the State's general obligation bonds A, and Moody's
rates the State's general obligation bonds A2. On August 28, 1997, Standard &
Poor's revised its rating on the State's general obligation bonds from A- to
A.
Litigation. A number of court actions have been brought involving State
finances. The court actions in which the State is a defendant generally
involve State programs and miscellaneous tort, real property, and contract
claims. While the ultimate outcome and fiscal impact, if any, on the State of
those proceedings and claims are not currently predictable, adverse
determinations in certain of them might have a material adverse effect upon
the State's ability to carry out the 1999-2002 Financial Plan. The City has
estimated that its potential future liability on account of outstanding claims
against it as of June 30, 1998 amounted to approximately $3.5 billion.
New York Taxes--
In the opinion of Battle Fowler LLP, special counsel for the Sponsor, under
existing New York law:
Under the income tax laws of the State and City of New York, the Trust is
not an association taxable as a corporation and income received by the
Trust will be treated as the income of the Holders in the same manner as
for Federal income tax purposes. Accordingly, each Holder will be
considered to have received the interest on its pro rata portion of each
Bond when interest on the Bond is received by the Trust. In the opinion of
bond counsel delivered on the date of issuance of the Bond, such interest
will be exempt from New York State and City personal income taxes except
where such interest is subject to Federal income taxes (see Taxes). A
noncorporate Holder of Units of the Trust who is a New York State (and
City) resident will be subject to New York State (and City) personal income
taxes on any gain recognized when it disposes of all or part of its pro
rata portion of a Bond. A noncorporate Holder who is not a New York State
resident will not be subject to New York State or City personal income
taxes on any such gain unless such Units are attributable to a business,
trade, profession or occupation carried on in New York. A New York State
(and City) resident should determine its tax basis for its pro rata portion
of each Bond for New York State (and City) income tax purposes in the same
manner as for Federal income tax purposes. Interest income on, as well as
any gain recognized on the disposition of, a Holder's pro rata portion of
the Bonds is generally not excludable from income in computing New York
State and City corporate franchise taxes.
C-19
<PAGE>
TAX FREE VS. TAXABLE INCOME
The following tables show the approximate yields which taxable securities
must earn in various income brackets to equal tax exempt yields under combined
Federal and state individual income tax rates. This table reflects projected
Federal income tax rates and tax brackets for the 1999 taxable year and state
income tax rates that were available on the date of the Prospectus. Because
the Federal rate brackets are subject to adjustment based on changes in the
Consumer Price Index, the taxable equivalent yields for subsequent years may
be lower than indicated. A table is computed on the theory that the taxpayer's
highest bracket tax rate is applicable to the entire amount of any increase or
decrease in taxable income (after allowance for any resulting change in state
income tax) resulting from a switch from taxable to tax-free securities or
vice versa. Variations between state and Federal allowable deductions and
exemptions are generally ignored. The state tax is thus computed by applying
to the Federal taxable income bracket amounts shown in the table the
appropriate state rate for those same dollar amounts. For example, a married
couple living in the State of California and filing a Joint Return with
$53,000 in taxable income for the 1999 tax year would need a taxable
investment yielding 9.06% in order to equal a tax-free return of 6.00%. Use
the appropriate table to find your tax bracket. Read across to determine the
approximate taxable yield you would need to equal a return free of Federal
income tax and state income tax.
STATE OF CALIFORNIA
1999 Tax Year
<TABLE>
<CAPTION>
Approx. Combined TAX EXEMPT YIELD
Taxable Federal & State 4.00% 4.50% 5.00% 5.50% 6.00% 6.50%
Income Bracket Tax Rate
TAXABLE EQUIVALENT YIELD
JOINT RETURN
<S> <C> <C> <C> <C> <C> <C> <C>
$ 0 - 10,032 15.85% 4.75% 5.35% 5.94% 6.54% 7.13% 7.72%
$ 10,033 - 23,776 16.70 4.80 5.40 6.00 6.60 7.20 7.80
$ 23,777 - 37,522 18.40 4.90 5.51 6.13 6.74 7.35 7.97
$ 37,523 - 42,350 20.10 5.01 5.63 6.26 6.88 7.51 8.14
$ 42,351 - 52,090 32.32 5.91 6.65 7.39 8.13 8.87 9.60
$ 52,091 - 65,832 33.76 6.04 6.79 7.55 8.30 9.06 9.81
$ 65,833 - 104,050 34.70 6.13 6.89 7.66 8.42 9.19 9.95
$104,051 - 126,600 37.42 6.39 7.19 7.99 8.79 9.59 10.39
$126,601 - 158,550 38.26 6.48 7.29 8.10 8.91 9.72 10.53
$158,551 - 283,150 42.93 7.01 7.89 8.76 9.64 10.51 11.39
Over $283,150 46.29 7.45 8.38 9.31 10.24 11.17 12.10
<CAPTION>
SINGLE RETURN
<S> <C> <C> <C> <C> <C> <C> <C>
$ 0 - 5,016 15.85% 4.75% 5.35% 5.94% 6.54% 7.13% 7.72%
$ 5,017 - 11,888 16.70 4.80 5.40 6.00 6.60 7.20 7.80
$ 11,889 - 18,761 18.40 4.90 5.51 6.13 6.74 7.35 7.97
$ 18,762 - 25,750 20.10 5.01 5.63 6.26 6.88 7.51 8.14
$ 25,751 - 26,045 32.32 5.91 6.65 7.39 8.13 8.87 9.60
$ 26,046 - 32,916 33.76 6.04 6.79 7.55 8.30 9.06 9.81
$ 32,917 - 62,450 34.70 6.13 6.89 7.66 8.42 9.19 9.95
$ 62,451 - 126,600 37.42 6.39 7.19 7.99 8.79 9.59 10.39
$126,601 - 130,250 38.26 6.48 7.29 8.10 8.91 9.72 10.53
$130,251 - 283,150 42.93 7.01 7.89 8.76 9.64 10.51 11.39
Over $283,150 46.29 7.45 8.38 9.31 10.24 11.17 12.10
</TABLE>
- -------
Note: This table reflects the following:
1 The above tax rates represent 1999 Federal income tax rates and 1998
California income tax rates. California has not yet published its 1999
personal income tax rates.
2 Taxable income, as reflected in the above table, equals Federal adjusted
gross income (AGI), less personal exemptions and itemized deductions
(including the deduction for state income tax). However, certain itemized
deductions are reduced by the lesser of (i) three percent of the amount of
the taxpayer's AGI over $126,600, or (ii) 80 percent of the amount of such
itemized deductions otherwise allowable. The effect of the three percent
phase out on all itemized deductions and not just those deductions subject
to the phase out is reflected above in the combined Federal and state tax
rates through the use of higher effective Federal tax rates. However, the
effect of the 80 percent cap on overall itemized deductions is not
reflected on this table. Federal income tax rules also provide that
personal exemptions are phased out at a rate of two percent for each
$2,500 (or fraction thereof) of AGI in excess of $189,950 for married
taxpayers filing a joint tax return and $126,600 for single taxpayers. The
effect of this phase out is not reflected in the above table.
3 Interest earned on municipal obligations may be subject to the federal
alternative minimum tax. The effect of this provision is not included into
the above table.
4 The taxable equivalent yield table does not incorporate the effect of
graduated rate structures in determining yields. Instead, the tax rates
used are the highest rates applicable to the income levels indicated
within each bracket.
5 Interest earned on all municipal obligations may cause certain investors
to be subject to tax on a portion of their Social Security and/or railroad
retirement benefits. The effect of this provision is not included in the
above table.
C-20
<PAGE>
STATE OF FLORIDA
1999 Tax Year
<TABLE>
<CAPTION>
TAX EXEMPT YIELD
Taxable Income Bracket 4.00% 4.50% 5.00% 5.50% 6.00% 6.50%
Joint Return Single Return Effective Federal Tax Rate TAXABLE EQUIVALENT YIELD
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0 - 43,050 $ 0 - 25,750 15.00% 4.71% 5.29% 5.88% 6.47% 7.06% 7.65%
$ 43,051 - 104,050 $ 25,751 - 62,450 28.00 5.56 6.25 6.94 7.64 8.33 9.03
$104,051 - 126,600 $ 62,451 - 126,600 31.00 5.80 6.52 7.25 7.97 8.70 9.42
$126,601 - 158,550 $126,601 - 130,250 31.93 5.88 6.61 7.35 8.08 8.81 9.55
$158,551 - 283,150 $130,251 - 283,150 37.08 6.36 7.15 7.95 8.74 9.54 10.33
OVER $283,150 OVER $283,150 40.79 6.76 7.60 8.44 9.29 10.13 10.98
</TABLE>
- -------
Note: This table reflects the following:
1 Taxable income equals adjusted gross income ("AGI") less personal
exemptions and itemized deductions. However, certain itemized deductions
are reduced by the lesser of (i) three percent of the amount of the
taxpayer's AGI over $124,500, or (ii) 80 percent of the amount of such
itemized deductions otherwise allowable. The effect of the three percent
phase out on all itemized deductions and not just those deductions subject
to the phase out is reflected above in the combined Federal and state tax
rates through the use of higher effective Federal tax rates. In addition,
the effect of the 80 percent cap on overall itemized deductions is not
reflected on this table. Federal income tax rules also provide that
personal exemptions are phased out at a rate of two percent for each
$2,500 (or fraction thereof) of AGI in excess of $186,800 for married
taxpayers filing a joint tax return and $124,500 for single taxpayers. The
effect of the phase out of personal exemptions is not reflected in the
above table.
2 Interest earned on municipal obligations may be subject to the federal
alternative minimum tax. This provision is not incorporated into the
table.
3 The taxable equivalent yield table does not incorporate the effect of
graduated rate structures in determining yields. Instead, the tax rates
used are the highest rates applicable to the income levels indicated
within each bracket.
4 Interest earned on all municipal obligations may cause certain investors
to be subject to tax on a portion of their Social Security and/or railroad
retirement benefits. The effect of this provision is not included in the
above table.
5 The State of Florida does not impose a state personal income tax.
C-21
<PAGE>
STATE OF MARYLAND
1999 Tax Year
<TABLE>
<CAPTION>
Approx. Combined
Federal, State TAX FREE YIELD
Taxable and Local 4.00% 4.50% 5.00% 5.50% 6.00% 6.50%
Income Bracket Tax Rate
TAXABLE EQUIVALENT YIELD
JOINT RETURN
<S> <C> <C> <C> <C> <C> <C> <C>
$ 0-
1,000 16.70% 4.80% 5.40% 6.00% 6.60% 7.20% 7.80%
$ 1,001-
2,000 17.55 4.85 5.46 6.06 6.67 7.28 7.88
$ 2,001-
3,000 18.40 4.90 5.51 6.13 6.74 7.35 7.97
$ 3,001-
43,050 19.12 4.95 5.56 6.18 6.80 7.42 8.04
$ 43,051-
104,050 31.49 5.84 6.57 7.30 8.03 8.76 9.49
$104,051-
126,600 34.35 6.09 6.85 7.62 8.38 9.14 9.90
$126,601-
158,550 35.23 6.18 6.95 7.72 8.49 9.26 10.04
$158,551-
283,150 40.13 6.68 7.52 8.35 9.19 10.02 10.86
Over
$283,150 43.66 7.10 7.99 8.87 9.76 10.65 11.54
SINGLE RETURN
$ 0-
1,000 16.70% 4.80% 5.40% 6.00% 6.60% 7.20% 7.80%
$ 1,001-
2,000 17.55 4.85 5.46 6.06 6.67 7.28 7.88
$ 2,001-
3,000 18.40 4.90 5.51 6.13 6.74 7.35 7.97
$ 3,001-
25,750 19.12 4.95 5.56 6.18 6.80 7.42 8.04
$ 25,751-
62,450 31.49 5.84 6.57 7.30 8.03 8.76 9.49
$ 62,451-
126,600 34.35 6.09 6.85 7.62 8.38 9.14 9.90
$126,601-
130,250 35.23 6.18 6.95 7.72 8.49 9.26 10.04
$130,251-
283,150 40.13 6.68 7.52 8.35 9.19 10.02 10.86
Over
$283,150 43.66 7.10 7.99 8.87 9.76 10.65 11.54
</TABLE>
- -------
Note: This table reflects the following:
1 Taxable income, as reflected in the above table, equals Federal adjusted
gross income (AGI), less personal exemptions and itemized deductions
(including the deduction for state income tax). However, certain itemized
deductions are reduced by the lesser of (i) three percent of the amount
of the taxpayer's AGI over $126,600, or (ii) 80 percent of the amount of
such itemized deductions otherwise allowable. The effect of the three
percent phase out on all itemized deductions and not just those
deductions subject to the phase out is reflected above in the combined
Federal and state tax rates through the use of higher effective Federal
tax rates. In addition, the effect of the 80 percent cap on overall
itemized deductions is not reflected on this table. Federal income tax
rules also provide that personal exemptions are phased out at a rate of
two effective Federal tax rates. Federal income tax rules also provide
that personal exemptions are phased out at a rate of two percent for each
$2,500 (or fraction thereof) of AGI in excess of $189,950 for married
taxpayers filing a joint tax return and $126,600 for single taxpayers.
The effect of the phase out of personal exemptions is not reflected in
the above table .
2 Interest earned on municipal obligations may be subject to the federal
alternative minimum tax. The effect of this provision is not incorporated
into the table.
3 The taxable equivalent yield table does not incorporate the effect of
graduated rate structures in determining yields. Instead, the tax rates
used are the highest rates applicable to the income levels indicated
within each bracket.
4 Interest earned on all municipal obligations may cause certain investors
to be subject to tax on a portion of their Social Security and/or
railroad retirement benefits. The effect of this provision is not
included in the above table.
C-22
<PAGE>
STATE OF NEW YORK
1999 Tax Year
<TABLE>
<CAPTION>
Approx. Combined TAX EXEMPT YIELD
Taxable Federal & State 4.00% 4.50% 5.00% 5.50% 6.00% 6.50%
Income Bracket Tax Rate
TAXABLE EQUIVALENT YIELD
JOINT RETURN
<S> <C> <C> <C> <C> <C> <C> <C>
$0-16,000 18.40% 4.90% 5.51% 6.13% 6.74% 7.35% 7.97%
$16,001-22,000 18.83% 4.93 5.54 6.16 6.78 7.39 8.01
$22,001-26,000 19.46% 4.97 5.59 6.21 6.83 7.45 8.07
$26,001-40,000 20.02% 5.00 5.63 6.25 6.88 7.50 8.13
$40,001-43,050 20.82% 5.05 5.68 6.31 6.95 7.58 8.21
$43,051-104,050 32.93% 5.96 6.71 7.46 8.20 8.95 9.69
$104,051-126,600 35.73% 6.22 7.00 7.78 8.56 9.34 10.11
$126,601-158,550 36.59% 6.31 7.10 7.89 8.67 9.46 10.25
$158,551-$283,150 41.39% 6.82 7.68 8.53 9.38 10.24 11.09
OVER $283,150 44.84% 7.25 8.16 9.07 9.97 10.88 11.78
<CAPTION>
SINGLE RETURN
<S> <C> <C> <C> <C> <C> <C> <C>
$0-8,000 18.40% 4.90% 5.51% 6.13% 6.74% 7.35% 7.97%
$8,001-11,000 18.83% 4.93 5.54 6.16 6.78 7.39 8.01
$11,001-13,000 19.46% 4.97 5.59 6.21 6.83 7.45 8.07
$13,001-20,000 20.02% 5.00 5.63 6.25 6.88 7.50 8.13
$20,001-25,750 20.82% 5.05 5.68 6.31 6.95 7.58 8.21
$25,751-62,450 32.93% 5.96 6.71 7.46 8.20 8.95 9.69
$62,451-126,600 35.73% 6.22 7.00 7.78 8.56 9.34 10.11
$126,601-130,250 36.59% 6.31 7.10 7.89 8.67 9.46 10.25
$130,251-$283,150 41.39% 6.82 7.68 8.53 9.38 10.24 11.09
OVER $283,150 44.84% 7.25 8.16 9.07 9.97 10.88 11.78
- ------------
</TABLE>
Note: This table reflects the following:
1 Taxable income, as reflected in the above table, equals Federal adjusted
gross income (AGI), less personal exemptions and itemized deductions
(including the deduction for state income tax). However, certain itemized
deductions are reduced by the lesser of (i) three percent of the amount of
the taxpayer's AGI over $126,600, or (ii) 80 percent of the amount of such
itemized deductions otherwise allowable. The effect of the three percent
phase out on all itemized deductions and not just those deductions subject
to the phase out is reflected above in the combined Federal and state tax
rates through the used of higher effective Federal tax rates. In addition,
the effect of the 80 percent cap on overall itemized deductions is not
reflected on this table. Federal income tax rules also provide that
personal exemptions are phased out at a rate of two effective Federal tax
rates. Federal income tax rules also provide that personal exemptions are
phased out at a rate of two percent for each $2,500 (or fraction thereof)
of AGI in excess of $189,950 for married taxpayers filing a joint tax
return and $126,600 for single taxpayers. The effect of the phase out of
personal exemptions is not reflected in the above table.
2 Interest earned on municipal obligations may be subject to the federal
alternative minimum tax. This provision is not incorporated into the
table.
3 The taxable equivalent yield table does not incorporate the effect of
graduated rate structures in determining yields. Instead, the tax rates
used are the highest rates applicable to the income levels indicated
within each bracket.
4 Interest earned on all municipal obligations may cause certain investors
to be subject to tax on a portion of their Social Security and/or railroad
retirement benefits. The effect of this provision is not included in the
above table.
C-23
<PAGE>
CITY OF NEW YORK
1999 Tax Year
<TABLE>
<CAPTION>
Approx. Combined
Federal, State & TAX EXEMPT YIELD
Taxable New York City 4.00% 4.50% 5.00% 5.50% 6.00% 6.50%
Income Bracket Tax Rate
TAXABLE EQUIVALENT YIELD
JOINT RETURN
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0-
16,000 20.70% 5.04% 5.67% 6.30% 6.94% 7.57% 8.20%
$ 16,001-
21,600 21.12 5.07 5.70 6.34 6.97 7.61 8.24
$ 21,601-
22,000 21.59 5.10 5.74 6.38 7.01 7.65 8.29
$ 22,001-
26,000 22.23 5.14 5.79 6.43 7.07 7.72 8.36
$ 26,001-
40,000 22.78 5.18 5.83 6.48 7.12 7.77 8.42
$ 40,001-
43,050 23.59 5.24 5.89 6.54 7.20 7.85 8.51
$ 43,051-
45,000 35.28 6.18 6.95 7.73 8.50 9.27 10.04
$ 45,001-
90,000 35.31 6.18 6.96 7.73 8.50 9.28 10.05
$ 90,001-
104,050 35.35 6.19 6.96 7.73 8.51 9.28 10.05
$104,051-
126,601 38.04 6.46 7.26 8.07 8.88 9.68 10.49
$126,601-
158,550 38.88 6.54 7.36 8.18 9.00 9.82 10.63
$158,551-
$283,150 43.50 7.08 7.96 8.85 9.73 10.62 11.50
Over
$283,150 46.83 7.52 8.46 9.40 10.34 11.28 12.23
<CAPTION>
SINGLE RETURN
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0-
8,000 20.70% 5.04% 5.67% 6.30% 6.94% 7.57% 8.20%
$ 8,001-
11,000 21.12 5.07 5.70 6.34 6.97 7.61 8.24
$ 11,001-
12,000 22.27 5.15 5.79 6.43 7.08 7.72 8.36
$ 12,001-
13,000 22.23 5.14 5.79 6.43 7.07 7.72 8.36
$ 13,001-
20,000 22.78 5.18 5.83 6.48 7.12 7.77 8.42
$ 20,001-
25,000 23.59 5.24 5.89 6.54 7.20 7.85 8.51
$ 25,001-
25,750 23.63 5.24 5.89 6.55 7.20 7.86 8.51
$ 25,751-
50,000 35.31 6.18 6.96 7.73 8.50 9.28 10.05
$ 50,001-
62,450 35.35 6.19 6.96 7.73 8.51 9.28 10.05
$ 62,451-
126,600 38.04 6.46 7.26 8.07 8.88 9.68 10.49
$126,601-
130,250 38.88 6.54 7.36 8.18 9.00 9.82 10.63
$130,251-
$283,150 43.50 7.08 7.96 8.85 9.73 10.62 11.50
Over
$283,150 46.83 7.52 8.46 9.40 10.34 11.28 12.23
</TABLE>
- -------
Note: This table reflects the following:
1 Taxable income, as reflected in the above table, equals Federal adjusted
gross income (AGI), less personal exemptions and itemized deductions
(including the deduction for state income tax). However, certain itemized
deductions are reduced by the lesser of (i) three percent of the amount of
the taxpayer's AGI over $126,600, or (ii) 80 percent of the amount of such
itemized deductions otherwise allowable. The effect of the three percent
phase out on all itemized deductions and not just those deductions subject
to the phase out is reflected above in the combined Federal and state tax
rates through the use of higher effective Federal tax rates. In addition,
the effect of the 80 percent cap on overall itemized deductions is not
reflected on this table. Federal income tax rules also provide that
personal exemptions are phased out at a rate of two effective Federal tax
rates. Federal income tax rules also provide that personal exemptions are
phased out at a rate of two percent for each $2,500 (or fraction thereof)
of AIG in excess of $189,950 for married taxpayers filing a joint tax
return and $126,600 for single taxpayers. The effect of the phase out of
personal exemptions is not reflected in the above table.
2 Interest earned on municipal obligations may be subject to the federal
alternative minimum tax. The effect of this provision is not incorporated
into the table.
3 The taxable equivalent yield table does not incorporate the effect of
graduated rate structures in determining yields. Instead, the tax rates
used are the highest rates applicable to the income levels indicated
within each bracket.
4 Interest earned on all municipal obligations may cause certain investors
to be subject to tax on a portion of their Social Security and/or railroad
retirement benefits. The effect of this provision is not included in the
above table.
C-24
<PAGE>
Prospectus
This Prospectus contains information concerning the Trust and the Sponsor, but
does not contain all the information set forth in the registration statements
and exhibits relating thereto, which the Trust has filed with the Securities
and Exchange Commission, Washington, D.C., under the Securities Act of 1933
and the Investment Company Act of 1940, and to which reference is hereby made.
Index:
<TABLE>
<CAPTION>
Page
----
<S> <C>
Summary of Essential Information........................................... A-2
Portfolio Summary as of Date of Deposit.................................... A-4
Underwriting............................................................... A-7
Independent Auditors' Report............................................... A-8
Statements of Financial Condition of the Tax Exempt Securities Trust....... A-9
Notes to Portfolios of Securities.......................................... A-14
Tax Exempt Securities Trust................................................ B-1
The Trusts................................................................ B-1
Objectives................................................................ B-1
Portfolio................................................................. B-1
Risk Factors.............................................................. B-2
The Units................................................................. B-12
Taxes..................................................................... B-13
Expenses and Charges...................................................... B-14
Public Offering............................................................ B-15
Offering Price............................................................ B-15
Method of Evaluation...................................................... B-16
Distribution of Units..................................................... B-17
Market for Units.......................................................... B-17
Exchange Option........................................................... B-17
Reinvestment Programs..................................................... B-18
Sponsor's and Underwriters' Profits....................................... B-18
Rights of Unit Holders..................................................... B-18
Certificates.............................................................. B-18
Distribution of Interest and Principal.................................... B-18
Reports and Records....................................................... B-20
Redemption of Units....................................................... B-20
Sponsor.................................................................... B-21
Limitations on Liability.................................................. B-21
Responsibility............................................................ B-21
Resignation............................................................... B-22
Trustee.................................................................... B-22
Limitations on Liability.................................................. B-22
Resignation............................................................... B-22
Evaluator.................................................................. B-23
Limitations on Liability.................................................. B-23
Responsibility............................................................ B-23
Resignation............................................................... B-23
Amendment and Termination of the Trust Agreement........................... B-23
Amendment................................................................. B-23
Termination............................................................... B-23
Legal Opinion.............................................................. B-23
Auditors................................................................... B-24
Bond Ratings............................................................... B-24
Federal Tax Free vs. Taxable Income........................................ B-26
The State Trusts........................................................... C-1
Tax Free vs. Taxable Income................................................ C-20
</TABLE>
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any state to any person to whom it is not lawful
to make such offer in such state.
Tax Exempt
Securities
Trust
-----------
10,000 UNITS
-----------
Prospectus
Dated February 19, 1999
-----------
SalomonSmithBarney
---------------------------
A member of citigroup[LOGO]
Sponsor
Salomon Smith Barney Inc.
388 Greenwich Street
23rd Floor
New York, New York 10013
(800) 223-2532
- -------
Salomon Smith Barney is the service mark used by Salomon Smith Barney Inc.
<PAGE>
PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
A. The following information relating to the Depositor is incorporated by
reference to the SEC filings indicated and made a part of this Registration
Statement.
<TABLE>
<CAPTION>
SEC FILE OR
IDENTIFICATION NO.
------------------
<S> <C>
I. Bonding Arrangements and Date of Organization of the
Depositor filed pursuant to Items A and B of Part II
of the Registration Statement on Form S-6 under
the Securities Act of 1993:
Salomon Smith Barney Inc. 2-55436
II. Information as to Officers and Directors of the
Depositor filed pursuant to Schedules A and D of
Form BD under Rules 15b1-1 and 15b3-1 of the
Securities Exchange Act of 1934:
Salomon Smith Barney Inc. 8-8177
III. Charter documents of the Depositor filed as Exhibits
to the Registration Statement on Form S-6 under the
Securities Act of 1933 (Charter, By-Laws):
Salomon Smith Barney Inc. 33-65332, 33-36037
B. The Internal Revenue Service Employer Identification Numbers of the
Sponsor and Trustee are as follows:
Salomon Smith Barney Inc. 13-1912900
The Chase Manhattan Bank 13-4994650
</TABLE>
UNDERTAKING
The Sponsor undertakes that it will not instruct the Trustee to accept from
(i) any insurance company affiliated with the Sponsor, in settlement of any
claim, less than an amount sufficient to pay any principal or interest (and,
in the case of a taxability redemption, premium) then due on any Security in
accordance with the municipal bond guaranty insurance policy attached to that
Security or (ii) any affiliate of the Sponsor who has any obligation with
respect to any Security, less than the full amount due pursuant to the
obligation, unless those instructions have been approved by the Securities and
Exchange Commission pursuant to Rule 17d-1 under the Investment Company Act of
1940.
II-1
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
THE REGISTRATION STATEMENT ON FORM S-6 COMPRISES THE FOLLOWING PAPERS AND
DOCUMENTS:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-Reference
Sheet to the Registration Statement of Tax Exempt Securities Trust, Series
384, 1933 Act File No. 33-50915).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
Consent of Independent Auditors.
The following exhibits:
<TABLE>
<C> <S>
1.1 --Form of Trust Indenture and Agreement (incorporated by reference to
Exhibit 4.a to the Registration Statement of Tax Exempt Securities
Trust, Series 265, 1933 Act File No. 33-15123).
1.1.1 --Form of Reference Trust Agreement (incorporated by reference to
Exhibit 1.1.1 of Tax Exempt Securities Trust, National Trust 208, 1933
Act File No. 33-58591).
1.2 --Form of Agreement Among Underwriters (incorporated by reference to
Exhibit 99 to the Registration Statement of Tax Exempt Securities
Trust, Series 384, 1933 Act File No. 33-50915).
2.1 --Form of Certificate of Beneficial Interest (included in Exhibit 1.1).
3.1 --Opinion of counsel as to the legality of the securities being issued
including their consent to the use of their name under the headings
"Taxes", "Legal Opinion" and "New York Taxes" in the Prospectus.
3.2 --Opinion of special California counsel.
3.3 --Opinion of special Florida counsel.
3.4 --Opinion of special Maryland counsel.
4.1 --Consent of the Evaluator.
5.1 --Consent of KPMG LLP.
</TABLE>
II-2
<PAGE>
SIGNATURES
The registrant, Tax Exempt Securities Trust, California Trust 167, Florida
Trust 85, Maryland Trust 106 and New York Trust 172, hereby identifies
California Trust 163 and New York Trust 168 of the Tax Exempt Securities Trust
for purposes of the representations required by Rule 487 and represents the
following:
(1) That the portfolio securities deposited in the series as to the
securities of which this Registration Statement is being filed do not
differ materially in type or quality from those deposited in such previous
series;
(2) That, except to the extent necessary to identify the specific
portfolio securities deposited in, and to provide essential financial
information for, the series with respect to the securities of which this
Registration Statement is being filed, this Registration Statement does not
contain disclosures that differ in any material respect from those
contained in the registration statements for such previous series as to
which the effective date was determined by the Commission or the staff; and
(3) That it has complied with Rule 460 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement or amendment thereto to be signed
on its behalf by the undersigned thereunto duly authorized, in the City of New
York, and State of New York, on the 19th day of February, 1999.
Signatures appear on page II-4.
A majority of the members of the Board of Directors of Salomon Smith Barney
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
II-3
<PAGE>
Salomon Smith Barney Inc., Depositor
/s/ George S. Michinard, Jr.
By .................................
(George S. Michinard, Jr.)
By the following persons*, who
constitute a majority of the
directors of Salomon Smith Barney
Inc.:
Deryck C. Maughan
Michael A. Carpenter
/s/ George S. Michinard, Jr.
By ..................................
(George S. Michinard, Jr.,
Attorney-in-Fact)
- --------
* Pursuant to Powers of Attorney filed as exhibits to Registration Statement
Nos. 333-62533 and 333-66875.
II-4
<PAGE>
Exhibit 3.1
BATTLE FOWLER LLP
A Limited Liability Partnership
Park Avenue Tower
75 East 55th Street
New York, N.Y. 10022
(212) 856-7000
February 18, 1999
Salomon Smith Barney Inc.
Unit Trust Department
388 Greenwich Street, 23rd Floor
New York, New York 10013
Re: Tax Exempt Securities Trust, California Trust 167, Florida Trust 85,
Maryland Trust 106
and New York Trust 172
Dear Sirs:
We have acted as special counsel for Salomon Smith Barney Inc. as Depositor,
Sponsor and Principal Underwriter (the "Depositor") of Tax Exempt Securities
Trust, California Trust 167, Florida Trust 85, Maryland Trust 106 and New York
Trust 172 (collectively, the "Trusts") in connection with the deposit of
securities (the "Securities") therein pursuant to the Trust Agreements
referred to below, by which the Trusts were created and under which the units
of fractional undivided interest (collectively, the "Units") have been issued.
Pursuant to the Trust Agreements the Depositor has transferred to the Trusts
certain long-term bonds and contracts to purchase certain long-term bonds
together with irrevocable letters of credit to be held by the Trustee upon the
terms and conditions set forth in the Trust Agreements. (All bonds to be
acquired by the Trusts are collectively referred to as the "Bonds".)
In connection with our representation, we have examined the originals or
certified copies of the following documents relating to the creation of the
Trusts, the deposit of the Securities and the issuance and sale of the Units:
(a) the Trust Indenture and Agreement dated July 16, 1987 and the Reference
Trust Agreements of even date herewith relating to each Trust (collectively,
the "Trust Agreements") among the Depositor, The Chase Manhattan Bank as
Trustee, and Kenny S&P Evaluation Services, as Evaluator; (b) the Closing
Memorandum relating to the deposit of the Securities in the Trusts; (c) the
Notification of Registration on Form N-8A and the Registration Statement on
Form N-8B-2, as amended, relating to the Trusts, as filed with the Securities
and Exchange Commission (the "Commission") pursuant to the Investment Company
Act of 1940 (the "1940 Act"); (d) the Registration Statements on Form S-6
(Registration Nos. 333-64857, 333-64863, 333-64875 and 333-64867) filed with
the Commission pursuant to the Securities Act of 1933 (the "1933 Act"), and
Amendment No. 1 thereto (said Registration Statements, as amended by said
Amendment No. 1 being herein called the "Registration Statement"); (e) the
proposed form of final prospectus (the "Prospectus") relating to the Units,
which is expected to be filed with the Commission this day; (f) resolutions of
the Executive Committees of the Depositor authorizing the execution and
delivery by the Depositor of the Trust Agreements and the consummation of the
transactions contemplated thereby; (g) the Certificates of Incorporation and
By-laws of the Depositor, each certified to by an authorized officer of the
Depositor as of a recent date; (h) a certificate of an authorized officer of
the Depositor with respect to certain factual matters contained therein
("Officers Certificate"); and (i) certificates or telegrams of public
officials as to matters set forth upon therein.
We have assumed the genuineness of all agreements, instruments and documents
submitted to us as originals and the conformity to originals of all copies
thereof submitted to us. We have also assumed the genuineness of all
signatures and the legal capacity of all persons executing agreements,
instruments and documents examined or relied upon by us.
Where matters are stated to be "to the best of our knowledge" or "known to
us," our knowledge is limited to the actual knowledge of those attorneys in
our office who have performed services for the Trust, their review of
documents provided to us by the Depositor in connection with this engagement
and inquiries of officers of the Depositor, the results
<PAGE>
of which are reflected in the Officers Certificate. We have not independently
verified the accuracy of the matters set forth in the written statements or
certificates upon which we have relied. We have not reviewed the financial
statements, compilation of the Bonds held by the Trusts, or other financial or
statistical data contained in the Registration Statement and the Prospectus,
as to which we understand you have been furnished with the reports of the
accountants appearing in the Registration Statement and the Prospectus. In
addition, we have made no specific inquiry as to whether any stop order or
investigatory proceedings have been commenced with respect to the Registration
Statement or the Depositor nor have we reviewed court or governmental agency
dockets.
We have relied without independent investigation upon the opinion dated the
date hereof of Brown & Wood, 555 California Street, San Francisco, Ca. 94104;
Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A., One Harbor Place, Suite
500, Tampa, Florida 33602; and Saul, Ewing Remick & Saul LLP, 100 South
Charles Street, Baltimore, Maryland 21201 delivered to the Depositor with
respect to the questions of law of the State of New Jersey and with respect to
any disclosure contained in the Registration Statement concerning risk factors
relating to the Bonds of California Trust 167, Florida Trust 85 and Maryland
Trust 106, respectively.
Statements in this opinion as to the validity, binding effect and
enforceability of agreements, instruments and documents are subject: (i) to
limitations as to enforceability imposed by bankruptcy, reorganization,
moratorium, insolvency and other laws of general application relating to or
affecting the enforceability of creditors' rights, and (ii) to limitations
under equitable principles governing the availability of equitable remedies.
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. No opinion is expressed as to the
effect that the law of any other jurisdiction might have upon the subject
matter of the opinions expressed herein under applicable conflicts of law
principles, rules or regulations or otherwise.
Based on the subject to the foregoing, we are of the opinion that:
(1) The Trust Agreements have been duly authorized and executed and
delivered by an authorized officer of the Depositor and are valid and binding
obligations of the Depositor in accordance with their respective terms.
(2) The execution and delivery of the Certificates evidencing the Units has
been duly authorized by the Depositor and such Certificates when executed by
the Depositor and the Trustee in accordance with the provisions of the
Certificates and the respective Trust Agreements and issued for the
consideration contemplated therein, will constitute fractional undivided
interests in the respective Trusts, will be entitled to the benefits of the
respective Trust Agreements, and will conform in all material respects to the
description thereof contained in the Prospectus under the caption heading
"Rights of Unit Holders--Certificates". Upon payment of the consideration for
the Units as provided in the Trust Agreements and the Registration Statement,
the Units will be fully paid and non-assessable by the Trusts.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration
Statement and in the Prospectus under the headings "Taxes" and "Legal
Opinion". This opinion is intended solely for the benefit of the addressee in
connection with the issuance of the Units of the Trust and may not be relied
upon in any other manner or by any other person without our express written
consent.
Very truly yours,
/s/ Battle Fowler LLP
<PAGE>
Exhibit 3.2
Brown & Wood LLP
555 California Street
San Francisco, Ca. 94104-1715
Telephone: 415-772-1200
Facsimile: 415-397-4621
February 18, 1999
Salomon Smith Barney Inc.
388 Greenwich Street
23rd Floor
New York, New York 10013
Re: Tax Exempt Securities Trust, California Trust 167
Ladies and Gentlemen:
You have requested our opinion as to certain California personal income tax
issues relating to California Trust 167 (the "California Trust") of the Tax
Exempt Securities Trust (the "Trust") sponsored by Salomon Smith Barney Inc.
Our opinion relates solely to the California tax matters described herein. It
is our understanding that Battle Fowler LLP has rendered an opinion, effective
as of the date hereof, as to certain federal income tax matters pertaining to
the Trust.
In rendering our opinion, we have examined and relied upon, among other
things, (1) the Amendment No. 1 to Form S-6 Registration Statement, as filed
with the Securities and Exchange Commission on September 30, 1998 (the
"Registration Statement"), pursuant to which you will offer to a limited
number of investors (the "Unit Holders") the opportunity to purchase
fractional undivided interests in the Trust ("Units"); (2) a copy of the Trust
Indenture and Agreement, dated July 16, 1987, among Smith Barney, Harris Upham
& Co. Incorporated, Kidder, Peabody & Co. Incorporated, Drexel Burnham Lambert
Incorporated, and L.F. Rothschild & Co. Incorporated, as Depositors, United
States Trust Company of New York, as Trustee, and Standard & Poor's
Corporation as Evaluator; (3) a draft of the Reference Trust Agreement for the
Tax Exempt Securities Trust, California Trust 167, dated February 10, 1999,
among Salomon Smith Barney Inc., as Depositor (the "Depositor"), The Chase
Manhattan Bank, as Trustee (the "Trustee"), and Kenny S&P Evaluation Services,
a business unit of J.J. Kenny Company, Inc., a subsidiary of The McGraw-Hill
Companies, Inc., as Evaluator (the "Evaluator"), incorporating by reference
the aforementioned Trust Indenture and Agreement and amending and
supplementing the same (said Trust Indenture and Agreement and Reference Trust
Agreement being herein referred to collectively as the "Trust Agreement"); and
(4) the opinion of Battle Fowler LLP, effective as of the date hereof, that
(i) the California Trust is not an association taxable as a corporation for
federal income tax purposes under the Internal Revenue Code of 1986, as
amended (the "Code"), and income received by the California Trust that
consists of interest excludable from gross income for federal income tax
purposes will be excludable for federal income tax purposes from the gross
income of the Unit Holders of the California Trust; (ii) each Unit Holder of
the California Trust will be considered the owner of a pro rata portion of the
California Trust under the grantor trust rules of sections 671-679 of the
Code, such that each Unit Holder of the California Trust will be considered to
have received his or her pro rata share of interest when received by the
California Trust, and the entire amount of net income distributable to Unit
Holders of the California Trust that is excluded from gross income for federal
income tax purposes when received by the California Trust will constitute tax-
exempt income to the Unit Holders. Except as otherwise defined herein,
capitalized terms used herein shall have the respective meanings ascribed to
them in the Registration Statement.
The Trust consists of separate unit investment trusts designated the
California Trust and other named state trusts (each trust individually
referred to as a "State Trust" and collectively referred to as the "State
Trusts"). Each State Trust was created under the laws of the State of New York
pursuant to the Trust Agreement. Each State Trust will be administered in
accordance with the Trust Agreement as a distinct entity with separate
certificates, expenses, books and records, and the assets of one State Trust
may not be commingled with the assets of any other.
<PAGE>
Salomon Smith Barney Inc.
February 18, 1999
Page 2
The Bonds deposited in the California Trust are certain interest-bearing
obligations of the State of California or of the cities, counties and other
political subdivisions thereof, or of the Territory of Guam or the
Commonwealth of Puerto Rico. The Bonds will be held by the Trustee upon the
terms and conditions set forth in the Trust Agreement. You have advised us,
and we have relied upon the fact that, in the opinion of bond counsel to each
issuer of Bonds delivered at the time of their respective issuance, the
interest on the Bonds held in the California Trust is excludable from gross
income for federal income tax purposes and exempt from State of California
personal income taxes. We have made no independent investigation to verify the
accuracy of such conclusions and we express no opinion with respect thereto.
Under the terms and conditions of the Trust Agreement, once the original
corpus of the California Trust is acquired, the California Trust will have a
fixed portfolio of Bonds. The Trustee will not have the power to vary the
investment of the California Trust nor the power to take advantage of market
variations to improve a Unit Holder's investment, and the Trustee will have no
discretion to retain and reinvest the income or principal of the California
Trust.
Based on the foregoing, under existing California law applicable to
individuals who are California residents, we are of the opinion that:
1. The California Trust will not be treated as an association taxable as
a corporation. Accordingly, interest on Bonds received by the California
Trust that is exempt from personal income taxes imposed by or under the
authority of the State of California will be treated for California income
tax purposes in the same manner as if received directly by the Unit
Holders.
2. Each Unit Holder of the California Trust will recognize gain or loss
when the California Trust disposes of a Bond (whether by sale, exchange,
redemption or payment at maturity) or upon the Unit Holder's sale or other
disposition of a Unit. The amount of gain or loss for California income tax
purposes will generally be calculated pursuant to the Code, certain
provisions of which are incorporated by reference under California law.
We have not addressed, nor are we opining on, any federal income tax aspects
relating to the California Trust and, other than as specifically set forth
herein, we have not addressed, nor are we opining on, any state or local tax
aspects relating to the California Trust.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement under the Securities Act of 1933, as amended, covering
the issuance of Units in the California Trust, and to the reference to our
firm in the Registration Statement under the heading "California Trust --
California Taxes."
This letter is furnished by us solely for your benefit, and the benefit of
The Chase Manhattan Bank, as Trustee for the California Trust, in connection
with the Registration Statement for the public offering of interests in the
Tax Exempt Securities Trust, and this letter may not be relied upon by any
other person without our prior written consent.
Very truly yours,
Brown & Wood LLP
2
<PAGE>
EXHIBIT 3.3
CARLTON FIELDS
ATTORNEY AT LAW
February 18, 1999
Salomon Smith Barney Inc.
388 Greenwich Street
23rd Floor
New York, New York 10013
Re: Tax Exempt Securities Trust
Florida Trust 85
(SEC Registration No. 333-64863)
-----------------------
Gentlemen:
We have acted as special Florida counsel to you as Sponsor of the Tax Exempt
Securities Trust, Florida Trust 85 (the "Florida Trust") in connection with
the issuance by the Florida Trust of units of fractional undivided interests
in the Florida Trust. In that connection, you have requested our opinion as to
the application of Florida state and local taxes to the Florida Trust and to
investors who purchase units ("Units") in the Florida Trust.
We have examined the Preliminary prospectus for the current Series files
with the Securities and Exchange Commission on September 30, 1998. We have
also examined the Trust Indenture and Agreement among Smith Barney Inc. as
depositor ("Depositor"). The Chase Manhattan Bank as trustee ("Trustee"), and
Kenny S&P Evaluation Services, a business unit of J.J. Kenny Company, Inc., as
evaluator ("Evaluator"), dated July 16, 1987, and we have examined a copy of
the draft Reference Trust Agreement dated February 18, 1999, among the
Depositor, the Trustee, and the Evaluator.
In rendering our opinion, you have authorized us to rely upon the
information and opinions contained in the documents listed in the preceding
paragraph. You have also authorized us to assume that the assets of the
Florida Trust will consist solely of obligations of the State of Florida and
its political subdivisions, bonds issued by the government of Puerto Rico, the
government of Guam, or the government of the United States Virgin Islands, or
cash.
The obligations described in the preceding sentence are collectively
referred to as the "Bonds."
The Florida Trust will not be subject to the Florida income tax imposed by
Chapter 220 so long as the Florida Trust transacts no business in Florida or
has no income subject to federal income taxation. In addition, political
subdivisions of Florida do not impose any income taxes.
Non-Corporate Unit holders will not be subject to any Florida income
taxation on income realized by the Florida Trust. Corporate Unit holders with
commercial domiciles in Florida will be subject to Florida income taxation on
income realized by the Trust. Other corporate Unit holders will be subject to
Florida income taxation on income realized by the Florida Trust only to the
extent that the income realized is other than "non-business income" as defined
by Chapter 220.
Florida Trust Units will be subject to Florida estate tax if owned by
Florida residents and may be subject to Florida estate tax if owned by other
decedents at death. However, the Florida estate tax is limited to the amount
of credit allowable under the applicable Federal Revenue Act (currently
Section 2011 [and in some cases Section 2102] of the Internal Revenue Code of
1986, as amended) for death taxes actually paid to the several states.
Neither the Bonds nor the Units will be subject to Florida as valorem
property tax or Florida sales or use tax.
Neither the Florida Trust nor the Units will be subject to Florida
intangible personal property tax.
Neither the issuance and sale of the Units by the Florida Trust nor the
transfer of Units by a Unit holder will subject either the Florida Trust or
the Unit holders to Florida documentary stamp tax.
<PAGE>
For the purposes of the foregoing opinion, the following terms have the
following meanings:
(a) "Non-Corporate Unit holder" -- a Unit holder of the Florida Trust who
is an individual not subject to the Florida state income-tax on
corporations, under Chapter 220, Florida Statutes ("Chapter 220").
(b) "Corporate Unit holder" -- a Unit holder of the Florida Trust that is
a corporation subject to the Florida state income tax on corporations under
Chapter 220.
This letter is limited to the law in effect as of the date hereof, and we
assume no responsibility for changes in the law that may become effective
subsequent to the date hereof. Furthermore, this letter is not to be construed
as a prediction of a favorable outcome with respect to any issue for which no
favorable prediction is made herein, or as a guaranty of any tax result, or as
offering a guaranty that a Florida state or local taxing authority might not
differ with our conclusions, or raise other questions or issues upon audit, or
that such action may not be judicially sustained.
We have not examined any of the Bonds to be deposited in and held by the
Florida Trust, and we express no opinion as to whether the interest on any
such Bonds would, in fact, be tax exempt if directly received by a Unit
holder; nor have we made any review of the proceedings relating to the
issuance of the Bonds or the basis for the bond counsel opinions referred to
herein.
We hereby consent to the use of our name under the captions "Taxes" and
"Legal Opinions" in the prospectus comprising a part of the above-referenced
Registration Statement and we consent to the filing of this opinion as an
exhibit to the above-Referenced Registration Statement. In giving such
consent, we do not thereby admit that we are within the category of persons
whose consent is required by Section 7 of the Securities Act of 1933, as
amended, and the rules and regulations thereunder.
Very truly yours,
CARLTON, FIELDS, WARD, EMMANUEL,
SMITH & CUTLER, P.A.
/s/ David P. Burke
By: _________________________________
David P. Burke
<PAGE>
EXHIBIT 3.4
[LETTERHEAD OF SAUL, EWING, REMICK & SAUL LLP]
February 18, 1999
Salomon Smith Barney Inc. The Chase Manhattan Bank
388 Greenwich Street 4 New York Plaza
23rd Floor New York, New York 10004
New York, New York 10013
Re: Tax Exempt Securities Trust, Maryland Trust 106
Ladies and Gentlemen:
We have acted as special Maryland counsel to you as Sponsors (the
"Sponsors") and trustee of the above-referenced tax-exempt securities trust
(the "Trust"), which includes an individual trust (the "Maryland Trust")
holding certain bonds and other securities (the "Bonds"). You have asked that
we, acting in such capacity, render an opinion to you with respect to certain
matters relating to the tax treatment under the laws of Maryland of the
Maryland Trust and of the units of fractional undivided interest in the
Maryland Trust (the "Units") to be issued pursuant to the Registration
Statement (No. 333-64875) on Form S-6 filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Registration
Statement").
As a basis for our opinions, we have examined such provisions of Maryland
law as we considered relevant. We are relying on the opinions of Battle
Fowler, LLP, special counsel to the Sponsors, as to the federal income tax
consequences of an investment in the Trust.
We have examined the Preliminary prospectus for the current Series filed
with the Securities and Exchange Commission on September 30, 1998. We have
also examined the Trust Indenture and Agreement among Smith Barney Inc. as
depositor ("Depositor"), The Chase Manhattan Bank as trustee ("Trustee"), and
Kenny S&P Evaluation Services, a business unit of J.J. Kenny Company, Inc., as
evaluator ("Evaluator"), dated July 16, 1987, and we have examined a copy of
the draft Reference Trust Agreement dated February 18, 1999, among the
Depositor, the Trustee, and the Evaluator.
Each Unit represents a fractional undivided interest in the Maryland Trust.
In the opinion of Battle Fowler, LLP, for federal income tax purposes:
(a) the Maryland Trust is not an association taxable as a corporation;
(b) a holder of units ("Holder") is considered the owner of a pro rata
portion of each Bond in the Maryland Trust under the grantor trust rules of
Sections 671-678 of the Internal Revenue Code of 1986, as amended;
(c) a Holder will be considered to have received the interest on such
Holder's pro rata portion of each Bond when interest on the Bond is
received by the Maryland Trust;
<PAGE>
February 18, 1999
Page 2
(d) Holder will recognize taxable gain or loss when all or part of such
Holder's pro rata portion of a Bond in the Maryland Trust is disposed of
(whether by sale, exchange, redemption, or payment at maturity) or when the
Holder redeems or sells such Holder's units.
It is our understanding and the following opinions assume, that the Maryland
Trust will have no income other than interest income on the Bonds including,
when earned or received, any amount attributable to original issue discount
which is treated as interest income for federal income tax purposes and gain
on the disposition of the Bonds.
In general, it is noted that under the terms of the Maryland statutes which
authorize the issuance of bonds of the State of Maryland, its political
subdivisions and authorities, the Bonds, the income therefrom and any profit
made on the sale or sale thereof shall at all times be free from taxation of
every kind by the State of Maryland and by the municipalities and all other
political divisions of the State of Maryland; in general, those statutes do
not refer to estate or inheritance taxes or franchise taxes on financial
institutions which are measured by net earnings or any other taxes not levied
or assessed directly on those bonds, their transfer or the income therefrom.
Based in part, upon our understanding that the Maryland Trust consists of
Bonds issued by the State of Maryland, the Government of Puerto Rico, the
Government of Guam and their respective political subdivisions and
authorities; and that, in the opinion of bond counsel the interest on the
Bonds will be excluded form gross income for federal income tax purposes
(except in certain circumstances referred to in the Prospectus), Saul, Ewing,
Remick & Saul LLP, special Maryland counsel for this trust are the opinion
that for Maryland State and local tax purposes:
1. The Maryland Trust will not be treated as an association taxable as a
corporation, and the income of the Maryland Trust will be treated as the
income of the Holders. The Maryland Trust is not a "financial institution"
subject to the Maryland Franchise Tax measured by net earnings. The
Maryland Trust is not subject to Maryland property taxes imposed on the
intangible personal property of certain corporations.
2. Except as described below is the case of interest paid on private
activity bonds constituting a tax preference for federal income tax
purposes, a Holder will not be required to include such Holder's pro-rata
share of the earnings of, or distributions from, the Maryland Trust in such
Holder's Maryland taxable income to the extent that such earnings or
distributions represent interest excludable from gross income for federal
income tax purposes received by the Maryland Trust or obligations of the
State of Maryland, the Government of Puerto Rico, or the Government of Guam
and their respective political subdivisions and authorities. Interest on
Bonds is not subject to the Maryland Franchise Tax imposed on "financial
institutions."
3. In the case of taxpayers who are individuals, Maryland Presently
imposes an income tax on items of tax preference with reference to such
items as defined in the Internal Revenue Code, as amended, for purposes of
calculating the federal alternative minimum tax. Interest paid on certain
private activity bonds is a preference item for purposes of calculating the
federal alternative minimum tax. Accordingly, if the Maryland Trust holds
such bonds; 50% of the interest on such bonds in excess of a threshold
amount is taxable by Maryland.
4. A Holder will recognize taxable gain or loss, except in the case of an
individual Holder who is not a Maryland resident, when the Holder disposes
of all or part of such Holder's pro rate portion of the Bonds in the
Maryland Trust. A Holder will be considered to have disposed of all or part
of such Holder's pro rata portion of each Bond when the Holder sells or
redeems all or some of such Holder's Units. A Holder will also be
considered to have disposed of all or part of such Holder's pro rata
portion of a Bond when all or part of the Bond is disposed of by the
Maryland Trust or is redeemed or paid at maturity. Gain included in the
gross income of Holders for federal income tax purposes is, however,
subtracted from income for Maryland income tax purposes to the extent that
the gain is derived from the disposition of Bonds issued by the State of
Maryland and its political subdivisions. Profits realized on the sale or
exchange of Bonds are not subject to the Maryland Franchise Tax imposed on
"financial institutions."
5. Units of the Maryland Trust will be subject to Maryland inheritance
and estate tax only if held by Maryland residents.
6. Neither the Bonds nor the Units will be subject to Maryland personal
property tax.
2
<PAGE>
February 18, 1999
Page 3
7. The sales of Units in Maryland or the holder of Units in Maryland will
not be subject to Maryland Sales or Use Tax.
At your request, we have also reviewed certain official statements relating
to Bonds of the State of Maryland and certain of its subdivisions, agencies or
instrumentalities available to us as of this date with respect only to general
risk factors relating to such Bonds. We have not reviewed each official
statement relating to each of the Bonds included in the Maryland Trust. We
have neither reviewed the accuracy or completeness of, or otherwise verified,
the information contained in those official statements nor have we reviewed
any risk factors which are discussed in the Prospectus other than those
relating specifically to Bonds issued by the State of Maryland, its political
subdivisions and their respective authorities. Based solely upon the review
described above, we confirm that, in our opinion, (i) the materials in the
Prospectus under "State Risks Factors; neither contain any untrue statement
of, nor omit to state a material fact included in, any of the official
statements we have reviewed with respect to Maryland and (ii) the summary of
matters of Maryland law contained in the Prospectus under "Taxes" is accurate.
We hereby consent to the reference to this firm in the Prospectus comprising a
part of the Registration Statement and we consent to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
Saul, Ewing, Remick & Saul LLP
/s/ Robert A. Spar
By __________________________________
Robert A. Spar
3
<PAGE>
Exhibit 4.1
Standard & Poor's
A Division of the McGraw-Hill
Companies
J.J. Kenny
65 Broadway
New York, New York 10006-2551
Tel. 212/770-4422
Fax 212/797-8681
Frank A. Ciccotto, Jr.
Vice President
Tax-Exempt Evaluations
February 18, 1999
Salomon Smith Barney Inc.
388 Greenwich St., 23rd Floor
New York, N.Y. 10013
The Chase Manhattan Bank
Unit Trust Division
4 New York Plaza
New York, N.Y. 10004
Re: Tax-Exempt Securities Trust
California Trust 167
Florida Trust 85
Maryland Trust 106
New York Trust 172
Gentlemen:
We have examined Registration Statement File Nos. 333-64857 and 333-64863
and 333-64875 and 333-64867 for the above-mentioned trusts. We hereby
acknowledge that Kenny S&P Evaluation Services, a division of J.J. Kenny Co.,
Inc. is currently acting as the evaluator for the trusts. We hereby consent to
the use in the Registration Statement of the reference to Kenny S&P Evaluation
Services, a division of J.J. Kenny Co., Inc. as evaluator.
In addition, we hereby confirm that the ratings indicated in the
Registration Statement for the respective bonds comprising the trust
portfolios are the ratings indicated in our KENNYBASE database as of the date
of the evaluation report.
You are hereby authorized to file a copy of this letter with the Securities
and Exchange Commission.
Sincerely,
Frank A. Ciccotto, Jr.
Vice President
<PAGE>
Exhibit 5.1
CONSENT OF INDEPENDENT AUDITORS
To the Sponsor, Trustee and Unit Holders of
Tax Exempt Securities Trust, California Trust 167, Florida Trust 85, Maryland
Trust 106 and New York Trust 172:
We consent to the use of our report dated February 18, 1999 included herein
and to the reference to our firm under the heading "Auditors" in the
Prospectus.
KPMG LLP
New York, New York
February 18, 1999
