AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-6
For Registration Under the Securities Act
of 1933 of Securities of Unit Investment
Trusts Registered on Form N-8B-2
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A. EXACT NAME OF TRUST: Empire State Municipal Exempt Trust, Guaranteed
Series 138
B. NAME OF DEPOSITORS: Glickenhaus & Co.
Lebenthal & Co., Inc.
C. COMPLETE ADDRESS OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
Glickenhaus & Co. Lebenthal & Co., Inc.
6 East 43rd Street 120 Broadway
New York, New York 10017 New York, New York 10271
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY OF COMMENTS TO:
SETH M. GLICKENHAUS JAMES A. LEBENTHAL MICHAEL R. ROSELLA, Esq.
Glickenhaus & Co. Lebenthal & Co., Inc. Battle Fowler LLP
6 East 43rd Street 120 Broadway 75 East 55th Street
New York, New York 10017 New York, New York 10271 New York, New York 10022
(212) 856-6858
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
330 Units of Empire State Municipal Exempt Trust,
Guaranteed Series 138 are being registered under the
Securities Act of 1933 and the Investment Company Act of 1940
F. PROPOSED MAXIMUM AGGREGATE OFFERING PRICE TO THE PUBLIC OF THE SECURITIES
BEING REGISTERED:
$330,000*
G. AMOUNT OF FILING FEE (computed at one-thirty-third of 1 percent of the
proposed maximum aggregate offering price to the public):
$100
H. APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of the Registration
Statement.
___ Check if it is proposed that this filing will become effective
immediately upon filing pursuant to Rule 487.
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* Estimated solely for purposes of calculating filing fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY THE EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES
ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON DATE
AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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317723.1
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SUBJECT TO COMPLETION
ISSUE DATE: JUNE 30, 1997
EMPIRE STATE MUNICIPAL EXEMPT TRUST
GUARANTEED SERIES 138
A final prospectus for a prior Guaranteed Series of Empire
State Municipal Exempt Trust is hereby incorporated by reference used
as a preliminary prospectus for Guaranteed Series 138. Except as noted
below the narrative information and structure of the final prospectus
for this Series will be substantially the same as that of the attached
final prospectus. Information with respect to pricing, the number of
Units, dates and summary information regarding the characteristics of
securities to be deposited in this Series is not now available and
will be different because each Series has a unique portfolio.
Accordingly, the information contained herein with regard to the
previous Series should be considered as being included for
informational purposes only. Ratings of the securities in this Series
are expected to be comparable to those of the securities deposited in
the previous Series. However, the estimated current return and
estimated long term return for this Series will depend on the interest
rates and offering prices of the securities in this Series and may
vary materially from that of the previous Series. Investors should
contact account executives of the underwriters who will be informed of
the expected effective date of this Series and who will be supplied
with complete information with respect to such Series on the day of
and immediately prior to the effectiveness of the registration
statement relating to Units of this Series.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities has
been filed with the Securities and Exchange Commission. These
securities may not be sold nor may offers to buy be accepted prior to
the time the registration statement becomes effective. This prospectus
shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any State in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
State.
316852.1
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PART II--ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM A--BONDING ARRANGEMENTS
The employees of Glickenhaus & Co. and Lebenthal & Co., Inc. are covered
under Brokers' Blanket Policy, Standard Form 14, in the respective amounts of
$5,000,000 and $10,000,000.
ITEM B--CONTENTS OF REGISTRATION STATEMENT
This Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet on Form S-6.
The Cross-Reference Sheet (incorporated by reference to the
Cross-Reference Sheet to the Form s-6 Registration Statement of Empire
State Municipal Exempt Trust Guaranteed Series 133).
The Prospectus consisting of pages.
Undertakings.
Signatures.
Listed below are the names and registration numbers of previous series
of Empire State Municipal Exempt Trust, the final prospectus of which,
if properly supplemented, might be used as a preliminary prospectus
for Empire State Municipal Exempt Trust Guaranteed Series 138. These
final propsectuses are incorporated herein by reference:
Empire State Municipal Exempt Trust, Guaranteed Series 136
(Registration No. 333-25147)
Empire State Municipal Exempt Trust, Guaranteed Series 135
(Registration No. 333-25145)
Written consents of the following persons:
*Battle Fowler LLP (included in Exhibit 99..3.1)
*BDO Seidman, LLP
*Muller Data Corporation (included in Exhibit 99.5.1)
The following exhibits:
*99.1.1 -- Reference Trust Agreement including certain
Amendments to the Trust Indenture and Agreement
referred to under Exhibit 99.1.1.1 below.
+9.1.1.1 -- Trust Indenture and Agreement dated December 18, 1990.
99.1.3 -- Form of Agreement Among Underwriters and Selected
Dealers Agreement (filed as Exhibit 1.8 to Amendment
No. 1 to Form S-6 Registration Statement No.
33-28268 of Empire State Municipal Exempt Trust,
Guaranteed Series 49 on July 18, 1989, and
incorporated herein by reference).
+99.1.6 -- Restated Agreement of Limited Partnership of
Glickenhaus & Co. dated September 1, 1983.
+99.1.6(a)-- Agreement of Amendment to Restated Agreement of
Limited Partnership of Glickenhaus & Co. dated
January 24, 1984
+99.1.6(b)-- Certificate of Amendment to Restated Agreement of
Limited Partnership of Glickenhaus & Co. dated
January 24, 1984.
+99.1.6(c)-- Agreement of Amendment to Restated Agreement of
Limited Partnership of Glickenhaus & Co. dated
September 1, 1983.
+9.1.6(d) -- Agreement of Amendment to Restated Agreement of
Limited Partnership of Glickenhaus & Co. dated
February 12, 1986.
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* To be filed by amendment.
+ Filed with Amendment No. 1 to Form S-6 Registration Statement No. 333-17307
of Empire State Municipal Exempt Trust, Guaranteed Series 134 on April 2,
1997 and incorporated herein by reference.
II-i
317723.1
<PAGE>
+99.1.6(e) -- Agreement of Amendment to Restated Agreement of
Limited Partnership of Glickenhaus & Co. (fileddated
January 19, 1992.
99.1.6(f) -- Agreement of Amendment to Restated Agreement of
Limited Partnership of Glickenhaus & Co. (filed as
Exhibit 1.3(e) to Amendment No. 1 to Form S-6
Registration Statement No. 33-78036 of MINT Group 11
on May 3, 1994, and incorporated herein by
reference).
+99.1.6.1 -- Certificate of Incorporation of Lebenthal & Co., Inc.
as amended on October 23, 1981.
+99.1.6.2 -- By-Laws of Lebenthal & Co., Inc.
*99.1.7 -- Form of Insurance Policy obtained by the Trust.
99.1.7(a) -- Master Letter Agreement of Municipal Bond Investors
Assurance Corporation (filed as Exhibit 1.7(a) to
Amendment No. 1 to Form S-6 Registration Statement
No. 33-35124 of Empire State Municipal Exempt Trust,
Guaranteed Series 59 on July 1, 1990, and
incorporated herein by reference).
99.1.7(b) -- Form of Permanent Insurance Policy of Municipal Bond
Investors Assurance Corporation (filed as Exhibit
1.7.1 to Amendment No. 1 to Form S-6 Registration
Statement No. 33-10860 of Empire State Municipal
Exempt Trust, Guaranteed Series 31 on June 10, 1987,
and incorporated herein by reference).
+99.2.1 -- Form of Certificate.
*99.3.1 -- Opinion of Battle Fowler LLP as to the legality of
the securities being registered.
99.4.1 -- Information as to Partners of Glickenhaus & Co.
(filed as Exhibit 4.1 to Amendment No. 1 to Form S-6
Registration Statement No. 33-26577 of Empire State
Municipal Exempt Trust, Guaranteed Series 46 on April
19, 1989, and incorporated herein by reference).
99.4.2 -- Information as to Officers and Directors of Lebenthal
& Co., Inc. (filed as Exhibit 4.2 to Amendment No. 1
to Form S-6 Registration Statement No. 33-22568 of
Empire State Municipal Exempt Trust, Guaranteed
Series 39 on August 9, 1988, and incorporated herein
by reference).
99.4.3 -- Affiliations of Sponsors with other investment
companies (filed as Exhibit 4.6 to Amendment No. 1 to
Form S-6 Registration Statement No. 2-95041 of
Municipal Insured National Trust Series 1 on March
21, 1985, and incorporated herein by reference).
99.4.4 -- Stockbrokers' Bond and Policy, Form B for
Glickenhaus & Co. (filed as Exhibit 4.7 to Form S-6
Registration Statement No. 2-95041 of Municipal
Insured National Trust Series 1 on December 21,
1984, and incorporated herein by reference).
+99.4.5 -- Stockbrokers' Blanket Bond Policy, Standard Form No.
14 for Lebenthal & Co., Inc. dated April 5, 1983.
*99.5.1 -- Consent To Be Evaluator of Muller Data Corporation
and Affirmation Letter of Standard & Poor's
Corporation.
*99.5.2 -- Affirmation Letter of Moody's Investors Service.
99.6.1 -- Copies of Powers of Attorney of General Partners of
Glickenhaus & Co. (filed as Exhibit 6.1 to Form S-6
Registration Statement No. 33-64155 of Glickenhaus
Value Portfolios, The 1996 Equity Collection on
November 13, 1995, and incorporated herein by
reference).
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* To be filed by amendment.
+ Filed with Amendment No. 1 to Form S-6 Registration
Statement No. 333-17307 of Empire State Municipal
Exempt Trust, Guaranteed Series 134 on April 2, 1997
and incorporated herein by reference.
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317723.1
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99.6.2 -- Copies of Powers of Attorney of Directors and certain
officers of Lebenthal & Co., Inc. (filed as Exhibit
6.2 to Amendment No. 1 to Form S-6 Registration
Statement No. 33-55385 of Empire State Municipal
Exempt Trust, Guaranteed Series 109 on November 2,
1994, and incorporated herein by reference).
*27 -- Financial Data Schedule
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* To be filed by amendment.
II-iii
317723.1
<PAGE>
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the
Securities Exchange Act of 1934, the undersigned registrant hereby undertakes to
file with the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Empire State Municipal Exempt Trust, Guaranteed Series 138 has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, hereunto duly authorized, in the City of New York and State of New
York on the 30th day of June, 1997.
EMPIRE STATE MUNICIPAL EXEMPT TRUST,
GUARANTEED SERIES 138
By: GLICKENHAUS & CO.
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(Sponsor)
By: /S/ MICHAEL J. LYNCH
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(Brian C. Laux, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
ALFRED FEINMAN* General Partner
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(Alfred Feinman)
SETH M. GLICKENHAUS* General Partner, Chief
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(Seth M. Glickenhaus) Investment Officer
*By: /s/ MICHAEL J. LYNCH June 30, 1997
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(Michael J. Lynch, Attorney-in-Fact)
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* Executed copies of powers of attorney were filed as Exhibit 6.1 to
Registration Statement No. 333-13707 on April 2, 1997.
</TABLE>
II-iv
317723.1
<PAGE>
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the
Securities Exchange Act of 1934, the undersigned registrant hereby undertakes to
file with the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Empire State Municipal Exempt Trust, Guaranteed Series 138 has duly
caused this Registration Statement 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
30th day of June, 1997.
EMPIRE STATE MUNICIPAL EXEMPT TRUST,
GUARANTEED SERIES 138
By: LEBENTHAL & CO., INC.
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(Sponsor)
By: /s/ D. WARREN KAUFMAN
----------------------------------------
(D. Warren Kaufman, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
H. GERARD BISSINGER, II* Director
- ------------------------------------
(H. Gerard Bissinger, II)
JEFFREY M. JAMES* Director
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(Jeffrey M. James)
/s/ D. WARREN KAUFMAN* Director June 30, 1997
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(D. Warren Kaufman)
ALEXANDRA LEBENTHAL* Director, President
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(Alexandra Lebenthal)
JAMES A. LEBENTHAL* Director, Chief Executive Officer
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(James A. Lebenthal)
DUNCAN K. SMITH* Director
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(Duncan K. Smith)
*By: /s/ D. WARREN KAUFMAN June 30, 1997
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(D. Warren Kaufman, Attorney-In-Fact)
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* An executed copy of the power of attorney was filed as Exhibit 6.2 to
Amendment No. 1 to Registration Statement No. 33-55385 on November 2,
1994.
</TABLE>
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317723.1
