AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-6
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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:
THE COUNTRYFUND OPPORTUNITY TRUST, 1997 SERIES
B. NAME OF DEPOSITOR: SMITH BARNEY INC.
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
SMITH BARNEY INC.
388 GREENWICH STREET, 23RD FLOOR
NEW YORK, NY 10013
D. NAMES AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY OF COMMENTS TO:
LAURIE A. HESSLEIN MICHAEL R. ROSELLA, ESQ.
Smith Barney Inc. Battle Fowler LLP
388 Greenwich Street 75 East 55th Street
New York, New York 10013 New York, New York 10022
(212) 856-6858
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 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 THE PUBLIC:
As soon as practicable after the effective date of the
registration statement.
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The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
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404902.1
SUBJECT TO COMPLETION, DATED OCTOBER 1, 1997
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THE COUNTRYFUND OPPORTUNITY TRUST,
1997 SERIES
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The final prospectus for The CountryFund Opportunity Trust, 1996 Series
is hereby incorporated by reference and used as a preliminary prospectus for The
CountryFund Opportunity Trust, 1997 Series. Except as indicated below, the
narrative information and structure of the final prospectus which includes the
new Trust will be substantially the same as that of the previous prospectus.
Information with respect to this Trust, including pricing, the size and
composition of the Trust portfolio, the number of units of the Trust, dates and
summary information regarding the characteristics of securities to be deposited
in the Trust is not now available and will be different from that shown since
each trust has a unique portfolio. Accordingly, the information contained herein
with regard to the previous Trust should be considered as being included for
informational purposes only. The estimated current return and long-term return
for the Trust will depend on the interest rates and offering side evaluation of
the securities in the Trust and may vary materially from those of the previous
trust. Investors should contact financial professionals of the underwriters who
will be informed of the expected effective date of this Trust and who will be
supplied with complete information with respect to such Trust on the day of and
immediately prior to the effectiveness of the registration statement relating to
units of the Trust.
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 NO 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.
404902.1
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Part II
ADDITIONAL INFORMATION NOT INCLUDED IN THE 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.
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SEC FILE OR
IDENTIFICATION NO.
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<S> <C> <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 1933:
Smith Barney Inc.
2-55436
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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:
Smith Barney Inc.
8-8177
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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):
Smith Barney Inc. 33-65332, 33-36037
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B. The Internal Revenue Service Employer Identification Numbers of the
Sponsor and Trustee are as follows:
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Smith Barney Inc. 13-1912900
The Chase Manhattan Bank 13-4994650
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Supplemented final prospectus from the following Series of The CountryFund Opportunity Trust which is
incorporated herein by reference may be used as the preliminary prospectus for this Series: The CountryFund
Opportunity Trust, 1996 Series (Reg. No. 333-12497).
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404902.1
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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 The Uncommon Values Unit Trust,
1985 Series, 1933 Act File No. 2-97046).
The Prospectus.
Additional Information not included in the Prospectus (Part II). The
undertaking to file reports.
The signatures.
Written Consents as of the following persons: KPMG Peat Marwick LLP
(included in Exhibit 5.1) Battle Fowler LLP (included in
Exhibit 3.1)
The following exhibits:
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1.1.1 -- Form of Reference Trust Indenture (incorporated by reference to Exhibit 1.1. to the
Registration Statement of Smith Barney Unit Trusts Equity Focus Trusts - The Bank & Thrift
Series, 1933 Act File No. 33-62815).
2.1 -- Form of Standard Terms and Conditions of Trust (incorporated by reference to Exhibit
1.1.1 to the Registration Statement of Shearson Lehman Brothers Unit Trusts, Utility Values
Trust 1, 1933 Act File No. 33-17053).
3.1 -- Opinion of counsel as to the legality of the securities
being issued including their consent to the use of their names
under the headings "Taxes" and "Legal Opinion" in the
Prospectus.
*5.1 -- Consent of KPMG Peat Marwick LLP to the use of their name under the heading
"Miscellaneous - Auditors" in the Prospectus.
</TABLE>
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* To be filed with Amendment to Registration Statement.
II-2
404902.1
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE
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 1ST DAY OF
OCTOBER, 1997.
Signatures appear on page II-4.
A majority of the members of the Board of Directors of 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
404902.1
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SMITH BARNEY UNIT TRUSTS (Registrant)
SMITH BARNEY INC.
DEPOSITOR
By the following persons*, who
constitute a majority of the
Board of Directors of Smith
Barney Inc.:
STEVEN D. BLACK
JAMES BOSHART III
ROBERT A. CASE
JAMES DIMON
ROBERT DRUSKIN
ROBERT H. LESSIN
WILLIAM J. MILLS, II
MICHAEL B. PANITCH
PAUL UNDERWOOD
By: /s/GINA LEMON
(As authorized signatory for
Smith Barney Inc. and
Attorney-in-Fact for the persons listed above)
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* Pursuant to Powers of Attorney filed as exhibits to Registration
Statement Nos. 33-56722, 33-51999 and 333-21047.
II-4
404902.1
