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40 ACT FILE NO. 811-2271
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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: NUVEEN TAX-FREE UNIT TRUST, SERIES 1045
B. Name of Depositor: JOHN NUVEEN & CO. INCORPORATED
C. Complete address of Depositor's principal executive offices:
333 West Wacker Drive
Chicago, Illinois 60606
D. Name and complete address of agents for service:
JOHN NUVEEN & CO. INCORPORATED
Attn: Alan G. Berkshire
333 West Wacker Drive
Chicago, Illinois 60606
CHAPMAN AND CUTLER
Attn: Eric F. Fess
111 West Monroe Street
Chicago, Illinois 60603
It is proposed that this filing will become effective (check appropriate box)
/ / immediately upon filing pursuant to paragraph (b)
/ / on November 19, 1998 pursuant to paragraph (b) of rule 485
/ / 60 days after filing pursuant to paragraph (a)
/ / on November 19, 1998 pursuant to paragraph (a) of rule 485 or 486
E. Title of securities being registered: Units of fractional undivided beneficial
interest.
F. Approximate date of proposed sale to the public: As soon as practicable after the
effective date of the Registration Statement.
/ / Check box if it is proposed that this filing will become effective on (date) at
(time) 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 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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PRELIMINARY PROSPECTUS DATED NOVEMBER 19, 1998
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NUVEEN TAX-FREE UNIT TRUST
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SERIES 1045
(A UNIT INVESTMENT TRUST)
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The final Prospectus for a prior Series incorporated by reference herein is
hereby used as a preliminary Prospectus for the above-stated Series. The
narrative information and structure of the attached final Prospectus will be
substantially the same as that of the final Prospectus for this Series. Although
the incorporated Prospectus includes trusts as indicated therein, the specific
trusts included in this Series when deposited may differ from such trusts.
Information with respect to the actual trusts to be included, 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 since 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 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.
A REGISTRATION STATEMENT RELATING TO THE UNITS OF THIS SERIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
(Incorporated herein by reference is the final prospectus from Nuveen Tax
Free Unit Trust, Series 1043 (Registration No. 333-67237) as filed on November
19, 1998, which shall be used as a preliminary prospectus for the current series
of the Fund.)
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CONTENTS OF REGISTRATION STATEMENT
A. Bonding Arrangements of Depositor:
The Depositor has obtained the following Stockbrokers Blanket Bonds for its
officers, directors and employees:
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INSURER/POLICY NO. AMOUNT
Reliance Insurance Company $26,000,000
B 262 6895
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B. THIS REGISTRATION STATEMENT COMPRISES THE FOLLOWING PAPERS AND
DOCUMENTS:
The facing sheet
The Prospectus
The signatures
Consents of Counsel
Exhibits
C. EXPLANATORY NOTE:
The Registration Statement will contain multiple separate prospectuses. Each
prospectus will relate to an individual unit investment trust and will consist
of a Part A, a Part B and an Information Supplement. Each prospectus will be
identical with the exception of the respective Part A which will contain the
financial information specific to such underlying unit investment trust.
D. UNDERTAKINGS:
1. With the exception of the information included in the state specific
appendices to the Information Supplement, which will vary depending upon the
make-up of a Fund or updated to reflect current events, any amendment to a
Fund's Information Supplement will be subject to the review of the staff of the
Securities and Exchange Commission prior to distribution; and
2. The Information Supplement to the Trust will not include third party
financial information.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Nuveen Tax-Free Unit Trust, Series 1045 has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Chicago and State of Illinois on November 19, 1998.
NUVEEN TAX-FREE UNIT TRUST, SERIES
1045
(Registrant)
By JOHN NUVEEN & CO. INCORPORATED
(Depositor)
By: Anna R. Kucinskis
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Vice President
Attest: Karen L. Healy
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Assistant Secretary
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:
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SIGNATURE TITLE* DATE
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Timothy T. Schwertfeger Chairman, Board of Directors )
Chief Executive Officer and )
Director )
)
Anthony T. Dean President, Chief Operating )
Officer and Director ) Larry Woods Martin
) Attorney-In-Fact**
)
John P. Amboian Chief Financial Officer and ) November 19, 1998
Executive Vice President )
)
)
Margaret E. Wilson Vice President and Controller )
)
)
)
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* The titles of the persons named herein represent their capacity in and
relationship to John Nuveen & Co. Incorporated, the Depositor.
** The powers of attorney for Messrs. Amboian, Dean and Schwertfeger were filed
as Exhibit 6 to form N-8b-2 (File No. 811-08103) and for Ms. Wilson as Exhibit
6.2 to Nuveen Unit Trusts, Series 12 (File No. 333-49197).
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CONSENT OF CHAPMAN AND CUTLER
The consent of Chapman and Cutler to the use of its name in the Prospectus
included in the Registration Statement will be filed by amendment.
CONSENT OF STATE COUNSEL
The consents of special counsel to the Fund for state tax matters to the use
of their names in the Prospectus included in the Registration Statement will be
filed by amendment.
CONSENT OF STANDARD & POOR'S,
A DIVISION OF THE MCGRAW-HILL COMPANIES
The consent of Standard & Poor's, a Division of The McGraw-Hill Companies,
to the use of its name in the Prospectus included in the Registration Statement
will be filed by amendment.
CONSENT OF KENNY S&P EVALUATION SERVICES
The consent of Kenny S&P Evaluation Services to the use of its name in the
Prospectus included in the Registration Statement will be filed by amendment.
CONSENT OF CARTER, LEDYARD & MILBURN
The consent of Carter, Ledyard & Milburn to the use of its name in the
Prospectus included in the Registration Statement will be filed by amendment.
CONSENT OF ARTHUR ANDERSEN LLP
The consent of Arthur Andersen LLP to the use of its report and to the
reference to such firm in the Prospectus included in the Registration Statement
will be filed by amendment.
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LIST OF EXHIBITS
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1.1(a) Copy of Standard Terms and Conditions of Trust between John Nuveen & Co. Incorporated,
Depositor, and The Chase Manhattan Bank, Trustee. Filed as Exhibit 1.1(A) to the
Sponsor's Registration Statement filed with respect to Series 823 (File No. 33-62325)
and is incorporated herein by reference.
1.1(b) Trust Indenture and Agreement (to be supplied by amendment).
1.2* Copy of Certificate of Incorporation, as amended, of John Nuveen & Co. Incorporated,
Depositor.
1.3** Copy of amendment of Certificate of Incorporation changing name of Depositor to John
Nuveen & Co. Incorporated.
2.1 Copy of Certificate of Ownership (included in Exhibit 1.1(A) and Incorporated herein by
reference).
3.1 Opinion of counsel as to legality of securities being registered (to be supplied by
amendment).
3.2 Opinion of counsel as to Federal income tax status of securities being registered (to
be supplied by amendment).
3.3 Consents of special state counsel to the Fund for state tax matters to use of their
names in the Prospectus (to be supplied by amendment).
4.1 Consent of Standard + Poor's Corporation (to be supplied by amendment).
4.2 Consent of Kenny S+P Evaluation Services (to be supplied by amendment).
4.3 Consent of Carter, Ledyard & Milburn (to be supplied by amendment).
6.1 List of Directors and Officers of Depositor and other related information (incorporated
by reference to Form S-6 [File No. 33-62325] filed on September 7, 1995 on behalf of
Nuveen Tax-Exempt Unit Trust, Series 823).
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* Incorporated by reference to Form N-8B-2 (File No. 811-1547) filed on behalf
of Nuveen Tax-Exempt Unit Trust, Series 16.
** Incorporated by reference to Form N-8B-2 (File No. 811-2198) filed on behalf
of Nuveen Tax-Exempt Unit Trust, Series 37.
