SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM
N-8B-2
File No. 811-8293
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS WHICH ARE
CURRENTLY ISSUING SECURITIES
March 3, 1998
Pursuant to Section 8(b) of the
Investment Company Act of 1940
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SCHWAB TRUSTS, SCHWAB TEN TRUST, 1997 SERIES A
(AND SUBSEQUENT SERIES)
and any other future trusts for which
Charles Schwab & Co., Inc. and
Reich & Tang Distributors, Inc.
act as Sponsors
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Name of Registrant
600 Fifth Avenue
New York, New York 10022
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Address and Principal Office of Registrant
X Not the issuer of periodic payment plan certificates.
____
_____ Issuer of periodic payment plan certificates.
Amending items 2, 4, 25, 28(a)(b), 29, and 30.
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I. ORGANIZATION AND GENERAL INFORMATION
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2. Furnish name and principal business address and ZIP
Code and the Internal Revenue Service Employer Identification
Number of each depositor of the trust.
Reich & Tang Distributors, Inc.
600 Fifth Avenue
New York, New York 10020
Internal Revenue Service Employer
Identification Number: 13-3983997
4. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each principal
underwriter currently distributing securities of the trust.
Reich & Tang Distributors, Inc.
600 Fifth Avenue
New York, New York 10020
Internal Revenue Service Employer
Identification Number: 13-3983997
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
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Organization and Operations of Depositor
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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.
Reich & Tang Distributors, Inc. is a Corporation
organized in 1997 under the laws of the State of
Delaware.
Officials and Affiliated Persons of Depositor
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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.
Reference is made to Exhibit E hereto.
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(b) Furnish a brief statement of the business
experience during the last five years of each officer, director or partner of
the depositor.
Reference is made to Exhibit E hereto.
Companies Owning Securities of Depositor.
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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.
Reference is made to Exhibit E hereto.
Controlling Persons
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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.
Reference is made to Exhibit E hereto.
688298.1
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SIGNATURE
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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 3rd day of March 1998.
SCHWAB TRUSTS
SCHWAB TEN TRUST,
1997 SERIES A
(and SUBSEQUENT SERIES)
By: CHARLES SCHWAB & CO., INC.
By: /s/ Jim White
------------------------------
Name: Jim White
Title: VP Fixed Income Trading
Attest: /s/ George von Zedlitz
------------------------
Name: George von Zedlitz
By: REICH & TANG DISTRIBUTORS, INC.
By: /s/ Peter DeMarco
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Name: Peter DeMarco
Title: Executive Vice President
Attest: /s/ Bernadette N. Finn
-------------------------
Name: Bernadette N. Finn
Title: Vice President
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IX. EXHIBITS
No. Description
- - --- -----------
1. Certificate of Incorporation of the Depositor (filed as
Exhibit 99.1.3.5 to the Registration Statement on Form S-6 No.
333-44301 of Equity Securities Trust, Series 16, Signature
Series, Zacks All-Star Analysts Trust III on January 15, 1998
and incorporated herein by reference).
2. By-Laws of the Depositor (filed as Exhibit 99.1.3.6 to the
Registration Statement on Form S-6 No. 333-44301 of Equity
Securities Trust, Series 16, Signature Series, Zacks All-Star
Analysts Trust III on January 15, 1998 and incorporated
herein by reference).
Exhibit E
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EXHIBIT E
As of February 3, 1998
I. Information as to each officer, director or partner of Reich & Tang
Distributors, Inc., 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, Inc.
Name Title/Position Business Address
Steven W. Duff Director 600 Fifth Avenue
New York, NY 10020
Richard E. Smith Director and President 600 Fifth Avenue
New York, NY 10020
Peter S. Voss Director 600 Fifth Avenue
New York, NY 10020
G. Neal Ryland Director 600 Fifth Avenue
New York, NY 10020
Peter J. DeMarco Executive Vice President 600 Fifth Avenue
New York, NY 10020
Lorraine C. Hysler Secretary 600 Fifth Avenue
New York, NY 10020
Richard L. Weiner Vice President 600 Fifth Avenue
New York, NY 10020
Richard De Sanctis Treasurer 600 Fifth Avenue
New York, NY 10020
Robert F. Hoerle Managing Director 600 Fifth Avenue
New York, NY 10020
Bernadette N. Finn Vice President 600 Fifth Avenue
New York, NY 10020
Edward N. Wadsworth Executive Officer 600 Fifth Avenue
New York, NY 10020
As of the date hereof, none of the referenced persons own 5% or more of Reich &
Tang Distributors, Inc.
As of the date hereof, none of the referenced persons own any Units of the
Trust.
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II. The business experience during the last five years of each officer and
director of Reich & Tang Distributors, Inc.
Steven W. Duff - President of the Mutual Funds Division of Reich & Tang Asset
Management L.P. ("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 Reich & Tang Asset
Management, Inc. ("RTAM") and RTAM LP since 1994; Assistant Treasurer of New
England Investment Companies, Inc. ("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
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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.
Robert F. Hoerle - Mr. Hoerle has been Managing Director of the Capital
Management Division of RTAM LP since 1993. Mr. Hoerle joined Reich & Tang, Inc.
in February 1971 and served as Chairman and Director of such until September
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, Inc.
Reich & Tang Asset Management, Inc. : Owns 100% of Reich & Tang
Distributors, Inc.
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