AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1998
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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<S> <C> <C> <C> <C>
A. EXACT NAME OF TRUST: Empire State Municipal Exempt Trust, Guaranteed Series 144
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:
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 (computed at one-thirty-third of 1 percent of the
proposed maximum aggregate offering price to the public): No filing fee
required
H. APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the effective date of the Registration Statement.
/ / Check if it is proposed that this filing will become effective
immediately upon filing pursuant to Rule 487.
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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 THE
DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
317723.1
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SUBJECT TO COMPLETION
ISSUE DATE: SEPTEMBER 30, 1998
EMPIRE STATE MUNICIPAL EXEMPT TRUST
GUARANTEED SERIES 144
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 144. 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.
317723.1
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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 143.
These final prospectuses are incorporated herein by
reference:
Empire State Municipal Exempt Trust, Guaranteed Series 141
(Registration No. 333-53963)
Empire State Municipal Exempt Trust, Guaranteed Series 142
(Registration No. 333-53951)
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.
- --------
* 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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99.1.6(e) -- Agreement of Amendment to Restated Agreement of
Limited Partnership of Glickenhaus & Co. (filed dated
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 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 with Post-Effective Amendment No. 7
to Form S-6 Registration Statement No. 33- 40723 of
Empire State Municipal Exempt Trust Guaranteed Series
77 on November 25, 1997, 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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.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 as Exhibit 6.2 to
Amendment No. 1 to Registration Statement No. 333-42455 on
May 18, 1998, and incorporated herein by reference).
*27 -- Financial Data Schedule
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* To be filed by amendment.
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317723.1
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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 144 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 September, 1998.
EMPIRE STATE MUNICIPAL EXEMPT TRUST,
GUARANTEED SERIES 144
By: GLICKENHAUS & CO.
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(Sponsor)
By: /s/ MICHAEL J. LYNCH
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(Michael J. Lynch, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
ALFRED FEINMAN* General Partner
- -----------------------------------
(Alfred Feinman)
JAMES M. GLICKENHAUS* General Partner
- -----------------------------------
(James M. Glickenhaus)
SETH M. GLICKENHAUS* General Partner, Chief
- ----------------------------------- Investment Officer
(Seth M. Glickenhaus)
*By: /s/ MICHAEL J. LYNCH September 30, 1998
- -----------------------------------
(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 and Post-Effective
Amendment No. 7 to Registration Statement No. 33-40723 on November 25,
1997.
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317723.1
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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 144 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 September, 1998.
EMPIRE STATE MUNICIPAL EXEMPT TRUST,
GUARANTEED SERIES 144
By: LEBENTHAL & CO., INC.
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(Sponsor)
By: /s/ D. WARREN KAUFMAN
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(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.
NAME TITLE DATE
H. GERARD BISSINGER, II* Director
- -----------------------------------
(H. Gerard Bissinger, II)
JEFFREY M. JAMES* Director
- -----------------------------------
(Jeffrey M. James)
/s/ D. WARREN KAUFMAN* Director September 30, 1998
- -----------------------------------
(D. Warren Kaufman)
ALEXANDRA LEBENTHAL* Director, President
- -----------------------------------
(Alexandra Lebenthal)
JAMES A. LEBENTHAL* Director, Chief Executive Officer
- -----------------------------------
(James A. Lebenthal)
JAMES E. McGRATH* Director
- -----------------------------------
(James E. McGrath)
DUNCAN K. SMITH* Director
- -----------------------------------
(Duncan K. Smith)
*By: /s/ D. WARREN KAUFMAN September 30, 1998
- -----------------------------------
(D. Warren Kaufman, Attorney-In-Fact)
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* Executed copies of the powers of attorney were filed as Exhibit 6.2 to
Amendment No. 1 to Registration Statement No. 33- 55385 on November 2, 1994
and as Exhibit 6.2 to Amendment No. 1 to Registration Statement No.
333-42455 on May 18, 1998.
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317723.1
