SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
N-8B-2
File No. 811-
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS WHICH ARE
CURRENTLY ISSUING SECURITIES
July 11, 1997
Pursuant to Section 8(b) of the
Investment Company Act of 1940
------------------------------
SCHWAB TRUSTS, SCHWAB STRATEGIC TEN TRUST, 1997 SERIES A
(AND SUBSEQUENT SERIES)
and any other future trusts for which
Charles Schwab & Co., Inc. and
Reich & Tang Distributors LP act as Sponsors
---------------------------------------------
Name of Registrant
600 Fifth Avenue
New York, New York 10022
---------------------------------------------
Address and Principal Office of Registrant
X Not the issuer of periodic payment plan certificates.
_____
_____ Issuer of periodic payment plan certificates.
606763.1
<PAGE>
I. ORGANIZATION AND GENERAL INFORMATION
------------------------------------
1. (a) Furnish name of the trust and the Internal Revenue Service
Employer Identification Number.
Schwab Trusts, Schwab Strategic Ten Trust, 1997
Series A (and Subsequent Series) and any other
future trusts for which Charles Schwab & Co., Inc.
and Reich & Tang Distributors L.P. act as
sponsors.
The Trust has no Internal Revenue Service Employer
Identification Number.
(b) Furnish title of each class or series of securities issued by the
trust.
CERTIFICATE OF OWNERSHIP
--evidencing--
An Undivided Interest
--in--
Schwab Trusts, Schwab Strategic Ten Trust, 1997 Series A
(and Subsequent Series)
2. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each depositor of the
trust.
Charles Schwab & Co., Inc. Reich & Tang Distributors L.P.
101 Montgomery Street 600 Fifth Avenue
San Francisco, California 94104 New York, New York 10020
Internal Revenue Service Employer Internal Revenue Service Employer
Identification Number: 94-1737782 Identification Number: 13-3598607
3. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each custodian or
trustee of the trust indicating for which class or series of securities each
custodian or trustee is acting.
Trustee:
--------
The Chase Manhattan Bank
4 New York Plaza
New York, New York 10004
Internal Revenue Service Employer
Identification Number: 13-4994650
4. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification
606763.1
1
<PAGE>
Number of each principal underwriter currently distributing securities of the
trust.
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, California 94104
Internal Revenue Service Employer
Identification Number: 94-1737782
5. Furnish name of state or other sovereign power, the laws of which
govern with respect to the organization of the trust.
State of New York
6. (a) Furnish the dates of execution and termination of any indenture
or agreement currently in effect under the terms of which the trust was
organized and issued or proposes to issue securities.
The form of Trust Indenture and Agreement among
Charles Schwab & Co., Inc. and Reich & Tang
Distributors L.P., as Depositors, and The Chase
Manhattan Bank, as Trustee, to be employed by the
Trust will be filed as Exhibit 99.1.1.1 to the
Registration Statement on Form S-6 of the Trust.
The Indenture will be dated the initial date of
deposit of the securities in Schwab Trusts, Schwab
Strategic Ten Trust, 1997 Series A and shall
terminate no later than the disposition of the last
security purchased by the Trust but no later than the
Mandatory Termination Date which is approximately one
year and thirty days from the initial date of
deposit.
Substantially identical but separate Reference Trust
Agreements will be executed for each Series of Schwab
Trusts between the Depositors and Trustee. The
respective Reference Trust Agreements shall be dated
the initial date of deposit of the underlying
securities for each Series and shall terminate on the
date of disposition of the last security held in the
Trust portfolio but no later than the Mandatory
Termination Date which is approximately one year and
thirty days from the initial date of deposit.
(b) Furnish the dates of execution and termination of any indenture or
agreement currently in effect pursuant to which
606763.1
2
<PAGE>
the proceeds of payment on securities issued or to be issued by
the trust are held by the custodian or trustee.
See Item 6(a) above.
7. Furnish in chronological order the following information with
respect to each change of name of the trust since January 1, 1930. If the name
has never been changed, so state.
None.
8. State the date on which the fiscal year of the trust ends.
The last day of the eleventh month following the
initial date of deposit of a Series of the Trust.
Material Litigation
- -------------------
9. Furnish a description of any pending legal proceedings, material
with respect to the security holders of the trust by reason of the nature of the
claim or the amount thereof, to which the trust, the depositor, or the principal
underwriter is a party or of which the assets of the trust are the subject,
including the substance of the claims involved in such proceeding and the title
of the proceeding. Furnish a similar statement with respect to any pending
administrative proceeding commenced by a governmental authority or any such
proceeding or legal proceeding known to be contemplated by a governmental
authority. Include any proceeding which, although immaterial itself, is
representative of, or one of, a group which in the aggregate is material.
Charles Schwab & Co., Inc. and Reich & Tang
Distributors are each large going concerns and are
involved in ordinary commercial disputes arising
from, and relating to, their retail securities
businesses. Their managements each believe that none
of these involve or will have an adverse effect upon
the Trust or their security holders.
606763.1
3
<PAGE>
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
------------------------------------------------------------
General Information Concerning the Securities of the
Trust and the Rights of Holders
----------------------------------------------------
10. Furnish a brief statement with respect to the following matters
for each class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
Registered.
(b) Whether the securities are of the cumulative or distributive type.
Distributive.
(c) The rights of security holders with respect to withdrawal or
redemption.
See "Liquidity - Trustee Redemption" in Exhibit 2.
(d) The rights of security holders with respect to conversion,
transfer, partial redemption and similar matters.
See "Rights of Unit Holders - Book-Entry Units",
"Liquidity - Sponsors Repurchase" and "- Trustee
Redemption" in Exhibit 2.
(e) If the trust is the issuer of periodic payment plan certificates,
the substance of the provisions of any indenture or agreement with respect to
lapses or defaults by security holders in making principal payments and with
respect to reinstatement.
Not Applicable.
(f) The substance of the provisions of any indenture or agreement with
respect to voting rights, together with the names of any persons other than
security holders given the right to exercise voting rights pertaining to the
trust's securities or the underlying securities and the relationship of such
persons to the trust.
See "Trust Administration - Trust Agreement and
Amendment" and "- Trust Termination" in Exhibit 2.
(g) Whether security holders must be given notice of any change in:
606763.1
4
<PAGE>
(1) the composition of the assets in the trust.
(2) the terms and conditions of the securities
issued by the trust.
(3) the provisions of any indenture or agreement
of the trust.
(4) the identity of the depositor, trustee or
custodian.
With respect to Items 10(g)(1) and (2) see "The Trust
- Substitution of Securities", "Rights of Unitholders
- Records" and "Trust Administration Portfolio
Supervision" in Exhibit 2. With respect to Items
10(g)(3) and (4) see "Trust Adminis tration - Trust
Agreement and Amendment", "- Trust Termination", "-
The Sponsors" and "- The Trustee" in Exhibit 2.
(h) Whether the consent of security holders is required in order for
action to be taken concerning any change in:
(1) the composition of the assets of the trust.
(2) the terms and conditions of the securities
issued by the trust.
(3) the provisions of any indenture or agreement
of the trust.
(4) the identity of the depositor, trustee or
custodian.
See Item 10(g) above.
(i) Any other principal feature of the securities issued by the trust
or any other principal right, privilege or obligation not covered by
subdivisions (a) to (g) or by any other item in this form.
See "Tax Status" in Exhibit 2.
Information Concerning the Securities Underlying
the Trust's Securities
------------------------------------------------
11. Describe briefly the kind or type of securities comprising the
Unit of specified securities in which security holders have an interest.
606763.1
5
<PAGE>
See "The Trust - Objective", "Portfolio", "The
Securities" and "Substitution of Securities" in
Exhibit 2.
12. If the trust is the issuer of periodic payment plan certificates
and if any underlying securities were issued by another investment company,
furnish the following information for each such company:
(a) Name of company.
(b) Name and principal business address of depositor.
(c) Name and principal business address of trustee or custodian.
(d) Name and principal business address of principal underwriter.
(e) The period during which the securities of such company have been
the underlying securities.
Not Applicable.
Information Concerning Loads, Fees, Charges and Expenses
--------------------------------------------------------
13. (a) Furnish the following information with respect to each load,
fee, expense or charge to which (1) principal payments, (2) underlying
securities, (3) distributions, (4) cumulated or reinvested distributions or
income, and (5) redeemed or liquidated assets of the trust's securities are
subject:
(A) the nature of such load, fee, expense or
charge;
(B) the amount thereof;
(C) the name of the person to whom such amounts
are paid and his relationship to the trust;
(D) the nature of the services performed by such
person in consideration for such load, fee,
expense or charge.
See "Summary of Essential Information", "Fee Table",
"Public Offering - Offering Price", " -"Discounts",
"- Distribution of Units", "- Sponsors' Profits",
"Trust Administration", "Trust Expenses and Charges"
and "Reinvestment Plan" in Exhibit 2.
606763.1
6
<PAGE>
(b) For each installment payment type of periodic payment plan
certificate of the trust, furnish the following information with respect to
sales load and other deductions from principal payments.
Not Applicable.
(c) State the amount of total deductions as a percentage of the net
amount invested for each type of security issued by the trust. State each
different sales charge available as a percentage of the public offering price
and as a percentage of the net amount invested. List any special purchase plans
or methods established by rule or exemptive order that reflect scheduled
variations in, or elimination of, the sales load and identify each class of
individuals or transactions to which such plans apply.
See Item 13(a) above.
(d) Explain fully the reasons for any difference in the price at which
securities are offered generally to the public, and the price at which
securities are offered for any class of transactions to any class or group of
individuals, including officers, directors, or employees of the depositor,
trustee, custodian or principal underwriter.
See "Public Offering - Discounts" and "- Distribution
of Units" in Exhibit 2.
(e) Furnish a brief description of any loads, fees, expenses or
charges not covered in Item 13(a) which may be paid by security holders in
connection with the trust or its securities.
None.
(f) State whether the depositor, principal underwriter, custodian or
trustee, or any affiliated person of the foregoing may receive profits or other
benefits not included in answer to Item 13(a) or 13(d) through the sale or
purchase of the trust's securities or interests in such securities, or
underlying securities or interests in underlying securities, and describe fully
the nature and extent of such profits or benefits.
See "Trust Administration - Trust Termination" in
Exhibit 2.
(g) State the percentage that the aggregate annual charges and
deductions for maintenance and other expenses of the trust bear to the dividend
and interest income from the trust property during the period covered by the
financial statements filed herewith.
606763.1
7
<PAGE>
Not Applicable.
Information Concerning the Operations of the Trust
--------------------------------------------------
14. Describe the procedure with respect to applications (if any) and
the issuance and authentication of the trust's securities, and state the
substance of the provisions of any indenture or agreement pertaining thereto.
See "The Trust - Organization" and "Rights of
Unitholders - Book-Entry Units" in Exhibit 2.
15. Describe the procedure with respect to the receipt of payments
from purchasers of the trust's securities and the handling of the proceeds
thereof, and state the substance of the provisions of any indenture or agreement
pertaining thereto.
See "Public Offering Price" and "Public Offering -
Offering Price" in Exhibit 2.
16. Describe the procedure with respect to the acquisition of
underlying securities and the disposition thereof, and state the substance of
the provisions of any indenture or agreement pertaining thereto.
See "The Trust - Organization", "- The
Securities", "- Substitution of Securities" and
"Trust Administration - Portfolio Supervision" in
Exhibit 2.
17. (a) Describe the procedure with respect to withdrawal or
redemption by security holders.
(b) Furnish the names of any persons who may redeem or repurchase, or
are required to redeem or repurchase, the trust's securities or underlying
securities from security holders, and the substance of the provisions of any
indenture or agreement pertaining thereto.
(c) Indicate whether repurchased or redeemed securities will be
canceled or may be resold.
See "Summary of Essential Information", "Market
for Units", "Liquidity - Sponsors Repurchase" and
"- Trustee Redemption" in Exhibit 2.
18. (a) Describe the procedure with respect to the receipt, custody
and disposition of the income and other distributable funds of the trust and
state the substance of the provisions of any indenture or agreement pertaining
thereto.
606763.1
8
<PAGE>
See "Summary of Essential Information",
"Distributions" and "Rights of Unitholders
Distributions" in Exhibit 2.
(b) Describe the procedure, if any, with respect to the reinvestment
of distributions to security holders and state the substance of the provisions
of any indenture or agreement pertaining thereto.
See "Reinvestment Plan" in Exhibit 2.
(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the purpose and
ultimate disposition thereof, and describe the manner of handling of same.
See "Rights of Unitholders - Distributions" in
Exhibit 2.
(d) Submit a schedule showing the periodic and special distributions
which have been made to security holders during the three years covered by the
financial statements filed herewith. State for each such distribution the
aggregate amount and amount per share. If distributions from sources other than
current income have been made, identify each such other source and indicate
whether such distribution represents the return of principal payments to
security holders. If payments other than cash were made, describe the nature
thereof, the account charged and the basis of determining the amount of such
charge.
Not Applicable.
19. Describe the procedure with respect to the keeping of records and
accounts of the trust, the making of reports and the furnishing of information
to security holders, and the substance of the provisions of any indenture or
agreement pertaining thereto.
Pursuant to the terms of the Trust Indenture and
Agreement (Exhibit 1 hereto) the Trustee is required
to maintain ledger accounts for each Unitholder of
record including the name, address, and total Units
owned by each holder, a duplicate original of the
Trust Indenture and Agreement, a current list of the
Securities comprising the Trust, and cash records of
the principal and income collected for the Trust.
Additionally, the Trustee is required to make such
annual and other reports as may from time to time be
required under any applicable state or federal
statute or rule or regulation thereunder. With each
distribution
606763.1
9
<PAGE>
from the Trust, the Unitholder is informed of the
total amount being distributed pro rata as to the
principal and interest. Within a reasonable period of
time after the end of each calendar year, the Trustee
furnishes each Unitholder with a statement setting
forth the amounts received by the Trust and
deductions therefrom and the amount distributed
during the preceding year with respect to interest on
the Securities and amounts received from sale,
redemptions and maturities of Securities held in the
Trust and the amounts paid for redemption of Units of
the Trust. See also "Rights of Unitholders - Records"
in Exhibit 2.
20. State the substance of the provisions of any indenture or
agreement concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
(b) The extension or termination of such indenture or agreement.
(c) The removal or resignation of the trustee or custodian, or the
failure of the trustee or custodian to perform its duties, obligations and
functions.
(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.
(e) The removal or resignation of the depositor, or the failure of the
depositor to perform its duties, obligations and functions.
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
With respect to Items 20(a) and (b), see "Trust
Administration - Trust Agreement and Amendment" and
"- Trust Termination" in Exhibit 2. With respect to
Items 20(c) and (d), see "Trust Administration -- The
Trustee" in Exhibit 2. With respect to Items 20(e)
and (f), see "Trust Administration - The Sponsors" in
Exhibit 2.
21. (a) State the substance of the provisions of any indenture or
agreement with respect to loans to security holders.
None.
(b) Furnish a brief description of any procedure or arrangement by
which loans are made available to security holders
606763.1
10
<PAGE>
by the depositor, principal underwriter, trustee or custodian, or
any affiliated person of the foregoing. The following items
should be covered:
(1) The name of each person who makes such
agreements or arrangements with security
holders.
(2) The rate of interest payable on such loans.
(3) The period for which loans may be made.
(4) Costs or charges for default in repayment at
maturity.
(5) Other material provisions of the agreement or
arrangement.
None.
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of interest collected
during the last fiscal year allocated to the depositor, principal underwriter,
trustee or custodian or affiliated person of the foregoing and the aggregate
amount of loans in default at the end of the last fiscal year covered by
financial statements filed herewith.
Not Applicable.
22. State the substance of the provisions of any indenture or
agreement with respect to limitations on the liabilities of the depositor,
trustee or custodian, or any other party to such indenture or agreement.
See "Trust Administration - The Sponsors", "- The
Trustee" and "- Evaluation of the Trust" in
Exhibit 2.
23. Describe any bonding arrangement for officers, directors, partners
or employees of the depositor or principal underwriter of the trust, including
the amount of coverage and the type of bond.
Reich & Tang Distributors L.P. and its directors,
officers and employees are covered by a Stockbrokers
Blanket Bond in the amount of $15,000,000, under a
Financial Institution Bond Form 14.
Charles Schwab & Co., Inc. and its directors,
officers and employees are covered by a
606763.1
11
<PAGE>
Stockbrokers Comprehensive Crime and Computer Crime
Bond in the amount of $55,000,000 per claim and
$110,000,000 aggregate.
24. State the substance of any other material provisions of any
indenture or agreement concerning the trust or its securities and a description
of any other material functions or duties of the depositor, trustee or custodian
not stated in Item 10 or Items 14 to 23 inclusive.
None.
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
-----------------------------------------------------------
Organization and Operations of Depositor
----------------------------------------
25. State the form of organization of the depositor of the trust, the
name of the state or other sovereign power under the laws of which the depositor
was organized and the date of organization.
Charles Schwab & Co., Inc. is a Corporation
organized in 1971 under the laws of the State of
California.
Reich & Tang Distributors L.P. is a Limited
Partnership organized in 1992 under the laws of
the State of Delaware.
26. (a) Furnish the following information with respect to all fees
received by the depositor of the trust in connection with the exercise of any
functions or duties concerning securities of the trust during the period covered
by the financial statements filed herewith.
Not Applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by the depositor from any underlying investment
company or any affiliated person or investment advisor of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in
consideration for such fee or participation.
606763.1
12
<PAGE>
(4) The aggregate amount received during the
last fiscal year covered by the financial
statements filed herewith.
The Depositors have received no fees from any
underlying investment company or any affiliated
person or investment advisor of such company.
27. Describe the general character of the business engaged in by the
depositor including a statement as to any business other than that of depositor
of the trust. If the depositor acts or has acted in any capacity with respect to
any investment company or companies other than the trust, state the name or
names of such company or companies, their relationship, if any, to the trust,
and the nature of the depositor's activities therewith. If the depositor has
ceased to act in such named capacity, state the date of and circumstances
surrounding such cessation.
See "Trust Administration - Sponsors" in
Exhibit 2. Each of the Depositors is engaged in
the underwriting and securities brokerage business
and is a member of the National Association of
Securities Dealers, Inc. Charles Schwab & Co.,
Inc. is a member of the New York Stock Exchange
and the Pacific Stock Exchange.
Officials and Affiliated Persons of Depositor
---------------------------------------------
28. (a) Furnish as at latest practicable date the following
information with respect to the depositor of the trust, with respect to each
officer, director, or partner of the depositor, and with respect to each natural
person directly or indirectly owning, controlling or holding with power to vote
5% or more of the outstanding voting securities of the depositor.
With respect to Charles Schwab & Co. see Form BD
No. 8-16514 for Charles Schwab & Co., Inc., which
is incorporated herein by reference.
With respect to Reich & Tang Distributors L.P.
reference is made to Exhibit E.I. hereto.
(b) Furnish a brief statement of the business experience during the
last five years of each officer, director or partner of the depositor.
With respect to Charles Schwab & Co., Inc. see
Form BD No. 8-16514 for Charles Schwab & Co.,
Inc., which is incorporated herein by reference.
606763.1
13
<PAGE>
With respect to Reich & Tang Distributors L.P.
reference is made to Exhibit E.II. hereto.
Companies Owning Securities of Depositor.
-----------------------------------------
29. Furnish as at latest practicable date the following information
with respect to each company which directly or indirectly owns, controls or
holds with power to vote 5% or more of the outstanding voting securities of the
depositor.
Charles Schwab & Co., Inc. is a wholly-owned
subsidiary of The Charles Schwab Corporation.
With respect to Reich & Tang Distributors L.P.
reference is made to Exhibit E.III. hereto.
Controlling Persons
-------------------
30. Furnish as at latest practicable date the following information
with respect to any person, other than those covered by Items 28, 29 and 42, who
directly or indirectly controls the depositor.
None
Compensation of Officers and Directors of Depositor,
----------------------------------------------------
Compensation of Officers of Depositor
- -------------------------------------
31. Furnish the following information with respect to the remuneration
for services paid by the depositor during the last fiscal year covered by
financial statements filed herewith:
(a) directly to each of the officers or partners of the depositor
directly receiving the three highest amounts of remuneration.
(b) directly to all officers or partners of the depositor as a group
exclusive of persons whose remuneration is included under Item 31(a), stating
separately the aggregate amount paid by the depositor itself and the aggregate
amount paid by all the subsidiaries.
(c) indirectly or through subsidiaries to each of the officers or
partners of the depositor.
Not Applicable.
606763.1
14
<PAGE>
Compensation of Directors
-------------------------
32. Furnish the following information with respect to the remuneration
for services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements filed
herewith:
(a) the aggregate direct remuneration to directors
(b) indirectly or through subsidiaries to directors
Not Applicable.
Compensation of Employees
-------------------------
33. (a) Furnish the following information with respect to the
aggregate amount of remuneration for services of all employees of the depositor
(exclusive of persons whose remuneration is reported in Items 31 and 32) who
received remuneration in excess of $10,000 during the last fiscal year covered
by financial statement filed herewith from the depositor and any of its
subsidiaries.
(b) Furnish the following information with respect to the remuneration
for services paid directly during the last fiscal year covered by financial
statements filed herewith to the following classes of persons (exclusive of
those persons covered by Item 33(a)): (1) Sales managers, branch managers,
district managers and other persons supervising the sale of registrant's
securities; (2) Salesmen, sales agents, canvassers and other persons making
solicitations but not in supervisory capacity; (3) Administrative and clerical
employees; and (4) Others (specify). If a person is employed in more than one
capacity, classify according to predominant type of work.
Not Applicable.
Compensation of Other Persons
-----------------------------
34. Furnish the following information with respect to the aggregate
amount of compensation for services paid any persons (exclusive of persons whose
remuneration if reported in Items 31, 32 and 33), whose aggregate compensation
in connection with services rendered with respect to the trust in all capacities
exceeded $10,000 during the last fiscal year covered by financial statements
filed herewith from the depositor and any of its subsidiaries.
Not Applicable.
606763.1
15
<PAGE>
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
-----------------------------------------
Distribution of Securities
--------------------------
35. Furnish the names of the states in which sales of the trust's
securities (A) are currently being made, (B) are presently proposed to be made,
and (C) have been discontinued, indicating by appropriate letter the status with
respect to each state.
With respect to Item 35(A), no sales of the Trust's
securities are currently being made. With respect to
Item 35(B), see "Public Offering Distribution of
Units" in Exhibit 2. With respect to Item 35(C), no
such registration has been discontinued.
36. If sales of the trust's securities have at any time since January
1, 1936, been suspended for more than a month, describe briefly the reasons for
such suspension.
None.
37. (a) Furnish the following information with respect to each
instance where, subsequent to January 1, 1937, any federal or state governmental
officer, agency, or regulatory body denied authority to distribute securities of
the trust, excluding a denial which was merely a procedural step prior to any
determination by such officer, etc. and which denial was subsequently rescinded.
(1) Name of officer, agency or body.
(2) Date of denial.
(3) Brief statement of reason given for denial.
None.
(b) Furnish the following information with regard to each instance
where subsequent to January 1, 1937, the authority to distribute securities of
the trust has been revoked by any federal or state governmental officer, agency
or regulatory body.
(1) Name of officer, agency or body.
(2) Date of revocation.
(3) Brief statement of reason given for
revocation.
None.
606763.1
16
<PAGE>
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
(b) State the substance of any current selling agreement between each
principal underwriter and the trust or the depositor, including a statement as
to the inception and termination dates of the agreement, any renewal and
termination provisions, and any assignment provisions.
(c) State the substance of any current agreements or arrangements of
each principal underwriter with dealers, agents, salesmen, etc. with respect to
commissions and overriding commissions, territories, franchises, qualifications
and revocations. If the trust is the issuer of periodic payment plan
certificates, furnish schedules of commissions and the bases thereof. In lieu of
a statement concerning schedules of commissions, such schedules of commissions
may be filed as Exhibit A(3)(c).
See "Underwriting" and "Public Offering -
Distribution of Units" in Exhibit 2.
Information Concerning Principal Underwriter
--------------------------------------------
39. (a) State the form of organization of each principal underwriter
of securities of the trust, the name of the state or other sovereign power under
the laws of which each underwriter was organized and the date of organization.
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association of Securities
Dealers, Inc.
Please refer to the response to Item 25 and to the
information under "Trust Administration - The
Sponsors" in Exhibit 2.
40. (a) Furnish the following information with respect to all fees
received by each principal underwriter of the trust from the sale of securities
of the trust and any other functions in connection therewith exercised by such
underwriter in such capacity or otherwise during the period covered by the
financial statements filed herewith.
(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from any underlying
investment company or any affiliated person or investment advisor of such
company:
(1) The nature of such fee or participation.
606763.1
17
<PAGE>
(2) The name of the person making payment.
(3) The nature of the services rendered in
consideration for such fee or participation.
(4) The aggregate amount received during the
last fiscal year covered by the financial
statements filed herewith.
See Item 26.
41. (a) Describe the general character of the business engaged in by
each principal underwriter, including a statement as to any business other than
the distribution of securities of the trust. If a principal underwriter acts or
has acted in any capacity with respect to any investment company or companies
other than the trust, state the name or names of such company or companies,
their relationship, if any, to the trust and the nature of such activities. If a
principal underwriter has ceased to act in such named capacity, state the date
of and the circumstances surrounding such cessation.
See Item 27.
(b) Furnish as at latest practicable date the address of each branch
office of each principal underwriter currently selling securities of the trust
and furnish the name and residence address of the person in charge of such
office.
None.
(c) Furnish the number of individual salesmen of each principal
underwriter through whom any of the securities of the trust were distributed for
the last fiscal year of the trust covered by the financial statements filed
herewith and furnish the aggregate amount of compensation received by such
salesmen in such year.
Not Applicable.
42. Furnish as at latest practicable date the following information
with respect to each principal underwriter currently distributing securities of
the trust and with respect to each of the officers, directors or partners of
such underwriter.
See Item 28(a).
43. Furnish, for the last fiscal year covered by the financial
statements filed herewith, the amount of brokerage commissions received by any
principal underwriter who is a member of a national securities exchange and who
is currently
606763.1
18
<PAGE>
distributing the securities of the trust or effecting
transactions for the trust in the portfolio securities of the
trust.
Not Applicable.
Offering Price or Acquisition Valuation of Securities
of the Trust
-----------------------------------------------------
44. (a) Furnish the following information with respect to the method
of valuation used by the trust for the purpose of determining the offering price
to the public of securities issued by the trust or the evaluation of shares or
interests in the underlying securities acquired by the holder of a periodic
payment plan certificate:
(1) The source of quotations used to determine
the value of portfolio securities.
(2) Whether opening, closing, bid asked or any
other price is used.
(3) Whether price is as of the day of sale or as
of any other time.
(4) A brief description of the methods used by
registrant for determining other assets and
liabilities including accrual for expenses
ad taxes (including taxes on unrealized
appreciation).
(5) Other items which registrant adds to the net
asset value in computing offering price of
its securities.
(6) Whether adjustments are made for fractions:
(i) before adding distributor's compensation
(load); and
(ii) after adding distributor's compensation
(load).
See "Summary of Essential Information", "Statement of
Financial Condition", "Public Offering", "Liquidity"
and "Rights of Unitholders - Distributions" in Exhibit
2.
606763.1
19
<PAGE>
(b) Furnish a specimen schedule showing the components of the offering
price of the trust's securities as at the latest practicable date.
See "Summary of Essential Information" in
Exhibit 2.
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than underwriters, state
the nature and amount of such variation and indicate the person or classes of
persons to whom such offering is made.
See "Public Offering - Discounts" and "Public
Offering - Distribution of Units" in Exhibit 2.
45. Furnish the following information with respect to any suspension
of the redemption rights of the securities issued by the trust during the three
fiscal years covered by the financial statements filed herewith:
(a) By whose action redemption rights were suspended.
(b) The number of days' notice given to security holders prior to
suspension of redemption rights.
(c) Reason for suspension.
(d) Period during which suspension was in effect.
Not Applicable.
Redemption Valuation of Securities of the Trust
-----------------------------------------------
46. (a) Furnish the following information with respect to the method
of determining the redemption or withdrawal valuation of securities issued by
the trust:
(1) The source of quotations used to determine
the value of portfolio securities.
(2) Whether opening, closing, bid, asked or any
other price is used.
(3) Whether price is as of the day of sale or as
of any other time.
(4) A brief description of the methods used by
registrant for determining other assets and
liabilities including accrual for expenses
606763.1
20
<PAGE>
and taxes (including taxes on unrealized
appreciation).
(5) Other items which registrant deducts from
the net asset value in computing redemption
value of its securities.
(6) Whether adjustments are made for fractions.
In response to Items 46(a)(1) through (6) see
"Summary of Essential Information", " Market for
Units", "Termination", "Public Offering - Offering
Price", "Liquidity - Sponsors Repurchase" and "-
Trustee Redemption" in Exhibit 2.
(b) Furnish a specimen schedule showing the components of the
redemption price to the holders of the trust's securities as at the latest
practicable date.
See "Summary of Essential Information" in
Exhibit 2.
Purchase and Sale of Interests in Underlying
Securities from and to Security Holders
--------------------------------------------
47. Furnish a statement as to the procedure with respect to the
maintenance of a position in the underlying securities or interests in the
underlying securities, the extent and nature thereof and the person who
maintains such a position. Include a description of the procedure with respect
to the purchase of underlying securities or interests in the underlying
securities from security holders who exercise redemption or withdrawal rights
and the sale of such underlying securities and interests in the underlying
securities to other security holders. State whether the method of valuation of
such underlying securities or interests in underlying securities differs from
that set forth in Items 44 and 46. If any item of expenditure included in the
determination of the valuation is not or may not actually be incurred or
expended, explain the nature of such item and who may benefit from the
transaction.
See "Market for Units", "Public Offering Offering
Price", "Liquidity - Sponsors Repurchase" and "-
Trustee Redemption" in Exhibit 2.
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
-----------------------------------------------
48. Furnish the following information as to each trustee or custodian
of the trust:
606763.1
21
<PAGE>
(a) Name and principal business address.
(b) Form of organization.
(c) State or other sovereign power under the laws of
which the trustee or custodian was organized.
(d) Name of governmental supervising or examining
authority.
See "Trust Administration - The Trustee" in
Exhibit 2.
49. State the basis for payment of fees or expenses of the
trustee or custodian for services rendered with respect to the trust and its
securities, and the aggregate amount thereof for the last fiscal year. Indicate
the person paying such fees or expenses. If any fees or expenses are prepaid,
state the unearned amount.
See "Trust Expenses and Charges" in Exhibit 2.
50. State whether the trustee or custodian or any other person
has or may create a lien on the assets of the trust and, if so, give full
particulars, outlining the substance of the provisions of any indenture or
agreement with respect thereto.
See "Trust Expenses and Charges" in Exhibit 2.
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
---------------------------------------------------------
51. Furnish the following information with respect to
insurance of holders of securities:
(a) The name and address of the insurance company.
(b) The types of policies and whether individual or
group policies.
(c) The types of risks insured and excluded.
(d) The coverage of the policies.
(e) The beneficiaries of such policies and the uses to
which the proceeds of the policies must be put.
(f) The terms and manner of cancellation and of
reinstatement.
606763.1
22
<PAGE>
(g) The method of determining the amount of premiums
to be paid by holders of securities.
(h) The amount of aggregate premiums paid to the
insurance company during the last fiscal year.
(i) Whether any person other than the insurance company
receive any part of such premiums, the name of each such person and the amounts
involved, and the nature of the services rendered therefor.
(j) The substance of any other material provisions of
any indenture or agreement of the trust relating to insurance.
Not Applicable.
VII. POLICY OF REGISTRANT
--------------------
52. (a) Furnish the substance of the provisions of any
indenture or agreement with respect to the conditions upon which and the method
of selection by which particular portfolio securities must or may be eliminated
from assets of the trust or must or may be replaced by other portfolio
securities. If an investment advisor or other person is to be employed in
connection with such selection, elimination or substitution, state the name of
such person, the nature of any affiliation to the depositor, trustee of
custodian and any principal underwriter, and the amount of remuneration to be
received for such services. If any particular person is not designated in the
indenture or agreement, describe briefly the method of selection of such person.
See "Termination", "The Trust - Substitution of
Securities", "Trust Administration - Portfolio
Supervision", "- Trust Agreement and Amendment" and
"- Trust Termination" in Exhibit 2.
(b) Furnish the following information with respect to each
transaction involving the elimination of any underlying security during the
period covered by the financial statements filed herewith:
(1) Title of security.
(2) Date of elimination.
(3) Reasons for elimination.
(4) The use of the proceeds from the sale of the
eliminated security.
606763.1
23
<PAGE>
(5) Title of security substituted, if any.
(6) Whether depositor, principal underwriter,
trustee or custodian or any affiliated
person of the foregoing were involved in the
transaction.
(7) Compensation or remuneration received by
each such person directly or indirectly as a
result of the transaction.
Not Applicable.
(c) Describe the policy of the trust with respect to
the substitution and elimination of the underlying securities of
the trust with respect to:
(1) the grounds for elimination and substitution;
(2) the type of securities which may be
substituted for any underlying security;
(3) whether the acquisition of such substituted
security or securities would constitute the
concentration of investment in a particular
industry or group of industries or would
conform to a policy of concentration of
investment in a particular industry or group
of industries;
(4) whether such substituted securities may be
the securities of another investment company;
and
(5) the substance of the provisions of any
indenture or agreement which authorize or
restrict the policy of the registrant in this
regard.
See Item 52(a).
(d) Furnish a description of any policy (exclusive of policies
covered by paragraphs (a) and (b) herein) of the trust which is deemed a matter
of fundamental policy and which is elected to be treated as such.
None.
606763.1
24
<PAGE>
Regulated Investment Company
----------------------------
53. (a) State the taxable status of the trust.
See "Tax Status" in Exhibit 2.
(b) State whether the trust qualified for the last taxable
year as a regulated investment company as defined in Section 851 of the Internal
Revenue Code of 1954, and state its present intention with respect to such
qualifications during the current taxable year.
Since the Trust will not constitute an association
taxable as a corporation for Federal income tax
purposes, it cannot qualify as a "regulated
investment company" under Section 851 of the Internal
Revenue Code, as amended.
VIII. FINANCIAL AND STATISTICAL INFORMATION
-------------------------------------
54. If the trust is not the issuer of periodic payment plan
certificates, furnish the following information with respect to each class or
series of its securities:
Not applicable. The Trust has not been in existence
for a fiscal year.
55. If the trust is the issuer of periodic payment plan
certificates, a transcript of a hypothetical account shall be filed in
approximately the following form on the basis of the certificate calling for the
smallest amount of payments. The schedule shall cover a certificate of the type
currently being sold, assuming that such certificate had been sold at a date
approximately ten years prior to the date of registration or at the approximate
date of organization of the trust.
Not Applicable.
56. If the trust is the issuer of periodic payment
certificates, furnish by years for the period covered by the financial
statements filed herewith in respect of certificates sold during such period,
the following information for each fully paid type and each installment payment
type of periodic payment plan certificate currently being issued by the trust.
Not Applicable.
57. If the trust is the issuer of periodic payment
plan certificates, furnish by years for the period covered by the
financial statements filed herewith, the following information
606763.1
25
<PAGE>
for each installment payment type of periodic payment plan certificate currently
being issued by the trust.
Not Applicable.
58. If the trust is the issuer of periodic payment plan
certificates, furnish the following information for each installment payment
type of periodic payment plan certificate outstanding as at the latest
practicable date.
Not Applicable.
59. Financial Statements filed herewith:
(c)(1) Balance Sheet of each of the Depositors for
their last fiscal year.
With respect to Charles Schwab & Co., Inc.
incorporated by reference to Form 10-K filed on
March 28, 1997 (SEC File Number 001-09700).
With respect to Reich & Tang Distributors L.P.
incorporated by reference to Form X-17A-5 Part III
filed on February 28, 1997(SEC File Number 8- 43429).
(c)(2) Profit and Loss Statement and Statement of Surplus for
each of the Depositors for their last fiscal year.
With respect to Charles Schwab & Co., Inc.
incorporated by reference to Form 10-K filed on
March 28, 1997 (SEC File Number 001-09700).
With respect to Reich & Tang Distributors L.P.
incorporated by reference to Form X-17A-5 Part III
filed on February 28, 1997(SEC File Number 8- 43429).
606763.1
26
<PAGE>
SIGNATURE
Pursuant to the requirements of the Investment Company Act of
1940, the depositor of the registrant has caused this Registration Statement to
be duly signed on behalf of the registrant in the City and State of New York, on
the 11th day of July 1997.
SCHWAB TRUSTS
SCHWAB STRATEGIC TEN TRUST,
1997 SERIES A
(and SUBSEQUENT SERIES)
By: CHARLES SCHWAB & CO., INC.
By: / S/ WILLIAM J. KLIPP
Name: William J. Klipp
Title: Executive Vice President
Attest: /S/ DAVID H. LUI
Name: David H. Lui, Esq.
REICH & TANG DISTRIBUTORS L.P.
By: Reich & Tang Asset Management,
Inc., as General Partner
By: /S/ PETER DEMARCO
Name: Peter DeMarco
Title: Executive Vice President
Attest: /S/ LORRAINE C. HYSLER
Name: Lorraine C. Hysler
Title: Secretary
606763.1
27
<PAGE>
IX. EXHIBITS
--------
No. Description
- --- -----------
1. Form of Trust Indenture and Agreement (filed as Exhibit
99.1.1.1 to the Registration Statement on Form S-6 of the
Trust).
2. Form of Prospectus for the Trust (filed with Registration
Statement on Form S-6 of the Trust).
3. Third Restated Certificate of Incorporation of Charles Schwab
& Co., Inc., as amended on May 6, 1996 (filed as Exhibit 3.7
to Form 10-Q SEC File No. 001-09700 on November 13, 1996 and
incorporated herein by reference).
4. Second Restated Bylaws of Charles Schwab & Co., Inc., as
amended on July 17, 1996 (filed as Exhibit 3.8 to Form 10-Q
SEC File No. 001-09700 on November 13, 1996 and incorporated
herein by reference).
5. Certificate of Formation and Agreement Among Limited
Partners, as amended, of Reich & Tang Distributors L.P.
(filed as Exhibit 99.1.3.4 to Post-Effective Amendment No.
10 to the Form S-6 Registration Statements Nos. 2-98914,
33-00376, 33-00856 and 33-01869 of Municipal Securities
Trust, Series 28, 39th Discount Series, Series 29 & 40th
Discount Series and Series 30 & 41st Discount Series,
respectively, on October 31, 1995 and incorporated herein by
reference).
EXHIBIT E
606763.1
28
EXHIBIT E
---------
As of July 1, 1997
I. Information as to each officer, director or partner of Reich & Tang
Distributors LP, and with respect to each natural person directly or
indirectly owning, controlling or holding with power to vote 5% or more
of the outstanding voting securities of Reich & Tang Distributors LP.
Name Title/Position Business Address
Steven W. Duff Director of the General 600 Fifth Avenue
Partner*, President of the New York, NY 10020
Mutual Funds Group of the
Limited Partner
Richard E. Smith Director of the General 600 Fifth Avenue
Partner, President of the New York, NY 10020
Capital Management Group of
the Limited Partner
Peter S. Voss President and Director of the 600 Fifth Avenue
General Partner New York, NY 10020
G. Neal Ryland Director of the General 600 Fifth Avenue
Partner New York, NY 10020
Peter J. DeMarco Executive Vice President of 600 Fifth Avenue
the Mutual Funds Group of New York, NY 10020
the Limited Partner*
The following individuals own 5% or more of the General Partner or any Limited
Partner of Reich & Tang Distributors LP.
Oscar L. Tang President; Stockholder 600 Fifth Avenue
New York, NY 10020
Robert F. Hoerle Stockholder 600 Fifth Avenue
New York, NY 10020
Joseph H. Reich Stockholder 600 Fifth Avenue
New York, NY 10020
- ------------------------------
*The "General Partner" of Reich & Tang Distributors LP refers to Reich & Tang
Asset Management, Inc. ("RTAM") and the "Limited Partner referenced herein
refers to Reich & Tang Asset Management L.P. ("RTAM LP")
318148.1
<PAGE>
As of the Date hereof, none of the referenced persons own any Units of the
Trust.
II. The business experience during the last five years of each officer and
director of Reich & Tang Distributors LP.
Steven W. Duff - President of the Mutual Funds Division of RTAM LP since
September 1994. Mr. Duff was formerly Director of Mutual Fund Administration at
NationsBank which he was associated with from June 1981 to August 1994. Mr. Duff
serves as officer and director for numerous mutual funds advised by RTAM LP.
Richard De Sanctis - Vice President and Treasurer of RTAM and RTAM LP since
1994; Assistant Treasurer of NEIC since 1993. Mr. De Sanctis was formerly
Controller of Reich & Tang, Inc. from January 1992 to September 1993 and Vice
President and Treasurer of Cortland Financial Group, Inc., and Vice President of
Cortland Distributors, Inc. from 1989 to December 1990. Mr. De Sanctis serves as
Treasurer for numerous mutual funds advised by RTAM LP.
Bernadette N. Finn - Vice President of RTAM LP since 1994. Ms. Finn was formerly
Vice President and Assistant Secretary of Reich & Tang, Inc. which she was
associated with from September 1970 to September 1993. Ms. Finn is also
Secretary of numerous mutual funds advised by RTAM LP.
Peter S. Voss - President and Director of RTAM since 1994; Chairman and CEO of
NEIC since 1993; Chief Executive Officer and Chairman of a predecessor
organization to NEIC from 1992 until 1993; and Director of New England Mutual
Life Insurance Co. since 1993. Formerly Group Executive Vice President of Bank
of America April 1992 to October 1992; and Executive Vice President of Security
Pacific National Bank from 1988 through 1992 during which time Mr. Voss was also
CEO of Hoare Govett Companies, a subsidiary of Security Pacific National Bank.
G. Neal Ryland - Director of RTAM since 1994; Executive Vice President, CFO and
Treasurer of NEIC since 1993. Formerly CFO of The Boston Company From 1989 to
1993.
Richard E. Smith, III - President of the Capital Management Group of RTAM LP
since 1994; Executive Vice President of Rhode Island Hospital Trust from 1993 to
1994. Formerly President and CEO of USF & G Review Management Corporation from
1988 to 1992.
Peter J. DeMarco - Executive Vice President of RTAM LP since 1995. Formerly
Managing Director of Bear, Stearns & Co. Inc. from 1981 to 1995.
Lorraine C. Hysler - Ms. Hysler has been Secretary of RTAM and RTAM LP since
1994 and Assistant Secretary of NEIC since September 1993. Ms. Hysler has been a
Vice President of
318148.1
<PAGE>
the Mutual Funds Group of RTAM LP since July 1994. Ms. Hysler joined Reich &
Tang, Inc. in May 1977.
Edward N. Wadsworth - Mr. Wadsworth has been Clerk of RTAM since 1994. Mr.
Wadsworth is Executive Vice President, General Counsel, Clerk and Secretary of
NEIC since 1993. He held comparable posts with a predecessor organization to
NEIC from 1989 to 1993. He was Senior Vice President and Associate General
Counsel of The New England from 1984 until December 1992.
Richard I. Weiner - Mr. Weiner has been Vice President of the Capital Management
Group of RTAM LP since 1994. Mr. Weiner joined Reich & Tang, Inc. in August 1970
and served as a Vice President of such from 1982 to 1993.
III. Each Company which directly or indirectly owns, controls or holds with
power to vote 5% or more of the outstanding voting securities of Reich
& Tang Distributors LP.
NEIC LP : Owns 99.5% of the General Partner
Metropolitan Life : Owns 48.5 of the total partnership
Insurance Company units of NEIC LP
Reich & Tang, Inc. : Owns 14.6% of the total
600 Fifth Avenue partnership units of NEIC LP
New York, NY 10020
318148.1
