<PAGE>
As filed with the Securities and Exchange Commission on September 22, 1998
Registration No. 333-
=============================================================================
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
_____________________
A. Exact Name of Trust:
NATIONAL MUNICIPAL TRUST
Series 193
B. Name of depositor:
PRUDENTIAL SECURITIES INCORPORATED
C. Complete address of depositor's principal executive office:
One Seaport Plaza
199 Water Street
New York, New York 10292
D. Name and complete address of agent for service:
Copy to:
LEE B. SPENCER, JR., ESQ. KENNETH W. ORCE, ESQ.
PRUDENTIAL SECURITIES INCORPORATED CAHILL GORDON & REINDEL
One Seaport Plaza 80 Pine Street
199 Water Street New York, New York 10005
New York, New York 10292
E. Title and amount of securities being registered:
An indefinite number of Units of
National Municipal Trust, Series 193
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. Approximate date of proposed sale to public:
As soon as practicable after the effective date of the registration
statement.
===========================================================================
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 hereafter 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.
<PAGE>
NATIONAL MUNICIPAL TRUST
Series 193
CROSS-REFERENCE SHEET
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction as
to the Prospectus in Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. Organization and General Information
1. (a) Name of Trust .........................) Prospectus front cover
(b) Title of securities issued ............)
2. Name and address of each depositor .......... Sponsor; Prospectus back
cover
3. Name and address of trustee ................. Trustee
4. Name and address of each principal
underwriter ............................... Sponsor
5. State of organization of trust .............. The Trust
6. Execution and termination of trust
agreement ................................. Summary of Essential
Information; The
Trust; Amendment and
Termination of the
Indenture
7. Changes of Name .............................) *
8. Fiscal year .................................) *
9. Litigation ..................................) *
II. General Description of the Trust and
Securities of the Trust
_______________________
* Inapplicable, answer negative or not required.
i
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10. (a) Registered or bearer securities .......) *
(b) Cumulative or distributive
securities .......................... *
(c) Redemption ............................ Rights of Unit Holders
-- Redemption
(d) Conversion, transfer, etc. ............ Rights of Unit Holders
-- Redemption
(e) Periodic payment plan .................) *
(f) Voting rights ......................... *
(g) Notice to certificateholders .......... The Trust; Rights of
Unit Holders -- Reports
and Records; Sponsor
-- Responsibility;
Sponsor --
Resignation; Trustee
-- Resignation;
Amendment and
Termination of the
Indenture
(h) Consents required ..................... The Trust; Amendment and
Termination of the
Indenture
(i) Other provisions ...................... Tax Status
11. Type of securities comprising units ......... Prospectus front cover;
The Trust
12. Certain information regarding
periodic payment certificates ............. *
13. (a) Load, fees, expenses, etc. ............ Summary of Essential
Information; Public
Offering of Units --
Public Offering Price;
Public Offering of
Units -- Sponsor's and
Underwriter's Profits;
Public Offering of
Units -- Volume
Discount; Public
Offering of Units --
Employee Discount;
Exchange Option;
Reinvestment Program;
Expenses and Charges;
Sponsor --
Responsibility
_______________________
* Inapplicable, answer negative or not required.
ii
<PAGE>
(b) Certain information regarding
periodic payment certificates ....... *
(c) Certain percentages ................... Summary of Essential
Information; Public
Offering of Units --
Public Offering Price;
Public Offering of
Units -- Profit of
Sponsor; Public
Offering of Units --
Volume Discount;
Public Offering of
Units -- Employee
Discount; Exchange
Option
(d) Price Differentials ................... Public Offering of Units
-- Employee Discount
(e) Certain other fees, etc. payable
by holders .......................... Rights of Unit Holders
-- Certificates
(f) Certain other profits receivable
by depositor, principal under-
writer, trustee or affiliated
persons ............................. The Trust -- Objectives
and Securities
Selection; Rights of
Unit Holders --
Redemption -- Purchase
by the Sponsor of
Units Tendered for
Redemption
(g) Ratio of annual charges to
income .............................. *
14. Issuance of trust's securities .............. The Trust; Rights of
Unit Holders --
Certificates
15. Receipt and handling of payments from
purchasers ................................ *
16. Acquisition and disposition of under-
lying securities .......................... The Trust -- Portfolio
Summary; The Trust --
Objectives and
Securities Selection;
Rights of Unit Holders
_______________________
* Inapplicable, answer negative or not required.
iii
<PAGE>
-- Redemption; Sponsor
- Responsibility
17. Withdrawal or redemption .................... Rights of Unit Holders
-- Redemption
18. (a) Receipt, custody and disposition
of income ........................... Rights of Unit Holders
-- Distribution of
Interest and
Principal; Rights of
Unit Holders - Reports
and Records
(b) Reinvestment of distributions ......... Reinvestment Programs
(c) Reserves or special funds ............. Expenses and Charges;
Rights of Unit Holders
-- Distribution of
Interest and Principal
(d) Schedule of distributions ............. *
19. Records, accounts and reports ............... Rights of Unit Holders
-- Distributions of
Interest and
Principal; Rights of
Unit Holders --
Reports and Records
20. Certain miscellaneous provisions of
trust agreement ........................... Sponsor -- Limitations
on Liabil-
(a) Amendment .............................) ity; Sponsor --
Resignation;
(b) Termination ...........................) Trustee -- Limitations
on Liabil-
(c) and (d) Trustee, removal and ity; Trustee -
successor ...........................) Resignation;
Amendment and
Termination of
(e) and (f) Depositor, removal and the Indenture
successor ...........................)
21. Loans to security holders ................... *
22. Limitation on liability ..................... The Trust -- Portfolio
Summary; Sponsor --
Limitations on
Liability; Trustee --
_______________________
* Inapplicable, answer negative or not required.
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<PAGE>
Limitations on
Liability; Evaluator
-- Limitations on
Liability
23. Bonding arrangements ........................ Additional Information
-- Item A
24. Other material provisions of trust
agreement ................................. *
III. Organization, Personnel and
Affiliated Persons of Depositor
25. Organization of depositor ................... Sponsor
26. Fees received by depositor .................. *
27. Business of depositor ....................... Sponsor
28. Certain information as to officials
and affiliated persons of
depositor ................................. Contents of Registration
Statement -- Part II
29. Companies controlling depositor ............. Sponsor
30. Persons controlling depositor ............... *
31. Payments by depositor for certain
services rendered to trust ................) *
32. Payments by depositor for certain
other services rendered to trust ..........) *
33. Remuneration of employees of depositor
for certain services rendered to
trust .....................................) *
34. Remuneration of other persons for
certain services rendered to trust ........) *
35. Distribution of trust's securities
in states ................................. Public Offering of Units
-- Public Distribution
_______________________
* Inapplicable, answer negative or not required.
v
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36. Suspension of sales of trust's
securities ................................) *
37. Revocation of authority to distribute .......) *
38. (a) Method of distribution ................) *
(b) Underwriting agreements ............... Public Offering of Units
(c) Selling agreements ....................) *
39. (a) Organization of principal under-
writer ..............................) Sponsor
(b) N.A.S.D. membership of principal
underwriter .........................) Sponsor
40. Certain fees received by principal
underwriter ............................... *
41. (a) Business of principal underwriter ..... Sponsor
(b) Branch offices of principal
underwriter .........................) *
(c) Salesmen of principal underwriter .....) *
42. Ownership of trust's securities by
certain persons ...........................) *
43. Certain brokerage commissions received
by principal underwriter ..................) *
44. (a) Method of valuation ................... Summary of Essential
Information; Public
Offering of Units --
Public Offering Price;
Public Offering of
Units -- Public
Distribution; Public
Offering of Units --
Secondary Market
(b) Schedule as to offering price ......... *
(c) Variation in offering price to
certain persons ..................... Public Offering of Units
-- Public
Distribution; Public
Offering of Units --
Volume Discount;
Public Offering of
Units -- Employee
_______________________
* Inapplicable, answer negative or not required.
vi
<PAGE>
Discount; Exchange
Option
45. Suspension of redemption rights ............. *
46. (a) Redemption Valuation .................. Summary of Essential
Information; Rights of
Unit Holders --
Redemption --
Computation of
Redemption Price per
Unit
(b) Schedule as to redemption price ....... *
47. Maintenance of position in underlying
securities ................................ Public Offering of Units
-- Secondary Market;
Rights of Unit Holders
-- Redemption --
Computation of
Redemption Price per
Unit; Rights of Unit
Holders -- Redemption
-- Purchase by the
Sponsor of Units
Tendered for
Redemption
IV. Information Concerning the Trustee
or Custodian
48. Organization and regulation of
trustee ................................... Trustee
49. Fees and expenses of trustee ................ Expenses and Charges
50. Trustee's lien .............................. Expenses and Charges --
Other Charges
V. Information Concerning Insurance of
Holders of Securities
51. Insurance of holders of trust's
securities ................................. The Trust -- Insurance
on the Securities in
the Portfolio of an
Insured Trust
_______________________
* Inapplicable, answer negative or not required.
vii
<PAGE>
VI. Policy of Registrant
52. (a) Provisions of trust agreement with
respect to selection or elimina-
tion of underlying securities ....... Prospectus front cover;
The Trust -- Portfolio
Summary; The Trust --
Insurance on the
Securities in the
Portfolio of an Insured
Trust; The Trust --
Objectives and
Securities Selection;
Sponsor --
Responsibility
(b) Transactions involving elimination
of underlying securities ............ *
(c) Policy regarding substitution or
elimination of underlying
securities .......................... Sponsor --
Responsibility
(d) Fundamental policy not otherwise
covered ............................. *
53. Tax status of trust ......................... Prospectus front cover;
Tax Status
VII. Financial and Statistical Information
54. Trust's securities during last ten
years .....................................) *
55. )
56. Certain information regarding periodic
payment certificates ......................) *
57. )
58. )
59. Financial statements (Instruction 1(c)
to Form S-6) .............................. Statement of Financial
Condition of the Trust
_______________________
* Inapplicable, answer negative or not required.
viii
<PAGE>
Subject to Completion, Dated September 22, 1998
[LOGO]
NATIONAL MUNICIPAL TRUST
SERIES 193
(A Unit Investment Trust)
Prudential Securities [LOGO]
The attached final prospectus for a prior Series of National
Municipal Trust is hereby used as a preliminary prospectus for Series 193 of
the Trust. The narrative information relating to the operation of this Series
and the structure of the final prospectus for this Series will be
substantially the same as that set forth in the attached 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 from that included in
the attached final prospectus since each Series has a unique Portfolio. The
ratings of the securities of this Series are expected to be comparable to
those of the securities in the previous Series. However, the estimated
current return and estimated long-term return for this Series (which will
depend on the interest rates and prices of the securities to be deposited in,
and the estimated annual expenses of, this Series) may vary materially from
that of the previous Series. Accordingly, the information contained herein
with regard to the previous Series should be considered as being presented for
informational purposes only. Investors should contact account executives of
the Sponsor 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 effectiveness of the registration statement relating to Units of
this Series.
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 them 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 such state.
<PAGE>
NATIONAL MUNICIPAL TRUST
SERIES 192
The prospectus dated October 16, 1997, File No. 333-32405 is
hereby incorporated by reference.
<PAGE>
PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
CONTENTS OF REGISTRATION STATEMENT
Item A -- Bonding Arrangements
The employees of Prudential Securities Incorporated are covered
under Broker's Blanket Policies, Standard Form No. 14 in the aggregate amount
of $62,500,000.
Item B -- Contents of Registration Statement
This Registration Statement on Form S-6 comprises the following
papers and documents:
The cross-reference sheet.
The Prospectus.
Signatures.
Listed below is the name and registration number of a previous
series of National Municipal Trust, the final prospectus of which, properly
supplemented, is used as a preliminary prospectus for National Municipal
Trust, Series 193. This prior final prospectus is incorporated herein by
reference.
National Municipal Trust,
Series 192
(Registration No. 333-32405)
Written consents of the following persons:
Cahill Gordon & Reindel (included in Exhibit 5).
(2) Deloitte & Touche LLP
Kenny S&P Evaluation Services, a division of J.J.
Kenny Co., Inc. (as Evaluator) (included in
Exhibit 23).
The following Exhibits:
(4) Ex-3.(i) - Certificate of Incorporation of Prudential
Securities Incorporated dated March 29, 1993.
(8) Ex-3.(ii) - Revised By-Laws of Prudential Securities
Incorporated as amended through June 21, 1996.
II-1
<PAGE>
(5) Ex-4.a - Trust Indenture and Agreement, dated September
6, 1989.
(1) Ex-4.b - Draft of Reference Trust Agreement.
(2) Ex-5 - Opinion of counsel as to the legality of the
securities being registered.
(2) Ex-23 - Consent of Kenny S&P Evaluation Services, a
division of J.J. Kenny Co., Inc. (as
Evaluator).
(2) Ex-27 - Financial Data Schedule.
(7) Ex-24 - Powers of Attorney executed by a majority of the
Board of Directors of Prudential Securities
Incorporated.
(6) Ex-99 - Form of Agreement Among Underwriters.
Ex-99.1 - Information as to Officers and Directors of
Prudential Securities Incorporated is
incorporated by reference to Schedules A and D
of Form BD filed by Prudential Securities
Incorporated pursuant to Rules 15b1-1 and
15b3-1 under the Securities Exchange Act of
1934 (1934 Act File No. 8-16267).
(3) Ex-99.2 - Affiliations of Sponsor with other investment
companies.
(3) Ex-99.3 - Broker's Blanket Policies, Standard Form No. 14
in the aggregate amount of $62,500,000.
(5) Ex-99.4 - Investment Advisory Agreement.
____________________
(1) Filed herewith.
(2) To be filed by amendment.
(3) Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of Prudential Unit Trusts,
Insured Tax-Exempt Series 1, Registration No. 2-89263.
(4) Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of Government Securities
Equity Trust Series 5, Registration No. 33-57992.
(5) Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of National Municipal Trust,
Insured Series 43, Registration No. 33-29314.
(6) Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of National Municipal Trust,
Series 169, Registration No. 33-53569.
(7) Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of National Municipal Trust,
Series 172, Registration No. 33-54681, National Equity Trust, Top
Ten Portfolio Series 3, Registration No. 333-15919 and National Equity
Trust, Low Five Portfolio Series 17, Registration No. 333-44543.
(8) Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of National Municipal Trust,
Series 186, Registration No. 33-54697.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, National Municipal Trust, Series 193, 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 22nd
day of September, 1998.
NATIONAL MUNICIPAL TRUST
SERIES 193
(Registrant)
By PRUDENTIAL SECURITIES INCORPORATED
(Depositor)
By the following persons*, who constitute
a majority of the Board of Directors of
Prudential Securities Incorporated
Alan D. Hogan
A. Laurence Norton, Jr.
Leland B. Paton
Martin Pfinsgraff
Vincent T. Pica II
Hardwick Simmons
Lee B. Spencer, Jr.
Brian M. Storms
James D. Price
By /s/ Kenneth Swankie
(Kenneth Swankie,
Senior Vice President,
Manager-Unit Investment Trust Department,
As authorized signatory
for Prudential Securities
Incorporated and
Attorney-in-Fact for the
persons listed above)
____________________
* Pursuant to Powers of Attorney previously filed.
II-3
CONSENT OF COUNSEL
The consent of Cahill Gordon & Reindel to the use of its name in
the Prospectus included in this Registration Statement will be contained in
its opinion to be filed as Exhibit 5 to this Registration Statement.
_______________________
CONSENT OF INDEPENDENT AUDITORS
[to be filed by Amendment]
II-4
<PAGE>
Exhibit 4.b
Executed in 7 Parts
Counterpart No. ( )
NATIONAL MUNICIPAL TRUST
SERIES 193
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 1998
among Prudential Securities Incorporated, as Depositor, The
Chase Manhattan Bank, as Trustee, and Kenny S&P Evaluation
Services, a division of J.J. Kenny Co., Inc., as Evaluator,
sets forth certain provisions in full and incorporates other
provisions by reference to the document entitled "National
Municipal Trust, Trust Indenture and Agreement" (the "Basic
Agreement") dated September 6, 1989, as amended. Such
provisions as are incorporated by reference constitute a
single instrument (the "Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor, the Trustee, and
the Evaluator agree as follows:
Part I.
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the
provisions contained in the Basic Agreement are herein
incorporated by reference in their entirety and shall be deemed
to be a part of this instrument as fully and to the same extent
as though said provisions had been set forth in full in this
instrument except that the Basic Agreement is hereby amended in
the following manner:
A. Article I, entitled "Definitions" shall be amended to
add the following numbered paragraphs and renumber
the succeeding paragraphs accordingly:
<PAGE>
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"1. "Additional Bonds" shall mean such Bonds
(as defined herein) as are listed in schedules of
a Supplemental Reference Trust Agreement and which
are deposited in connection with an increase in
the number of Units initially specified in a
Reference Trust Agreement."
"2. "Additional Deposited Units" shall mean
such Deposited Units (as defined herein) as are
listed in schedules of a Supplemental Reference
Trust Agreement and which are deposited in
connection with an increase in the number of Units
initially specified in a Reference Trust
Agreement."
"3. "Additional Securities" shall mean such
Securities (as defined herein) as are listed in
schedules of a Supplemental Reference Trust
Agreement and which are deposited in connection
with an increase in the number of Units initially
specified in a Reference Trust Agreement.
"Additional Securities" may consist of "Additional
Bonds" and/or "Additional Deposited Units."
"4. "Additional Units" shall mean such Units
(as defined herein) as are issued in respect of
Additional Securities."
"11. "Deferred Sales Charge" shall mean any
deferred sales charge payable in accordance with
the provisions of Section 3.15 hereof, as set
forth in the prospectus for a Trust."
"32. "Supplemental Reference Trust Agreement"
shall mean a document pursuant to which Additional
Units are deposited in connection with an increase in
the number of Units initially specified in a
Reference Trust Agreement."
and to insert the following language in renumbered
paragraph (6) defining "Bonds" after each reference
to Reference Trust Agreement:
"and Supplemental Reference Trust
Agreements"
and to replace the last word in renumbered paragraph
(6) defining "Bonds" with the word "relate"
<PAGE>
-3-
and to insert the following language in renumbered
paragraph (10) defining "Contract Bonds" after the
reference to Reference Trust Agreement and
redesignate the subsequent clause accordingly:
"(ii) Bonds listed in schedules of
Supplemental Reference Trust Agreements"
and to add the following language to the end of
renumbered paragraph (28) defining "Securities":
"deposited in trust and listed on a
schedule attached to the Reference Trust
Agreement or on any schedule of a
Supplemental Reference Trust Agreement."
and to amend renumbered paragraph (33) defining
"Trustee" as follows:
"Trustee shall mean The Chase Manhattan
Bank, or any successor trustee appointed as
hereinafter provided."
and to add the following language to the end of
renumbered paragraph (36) defining "Unit":
"hereof and increased by the number of
Additional Units created pursuant to
Section 2.05 hereof."
B. Article II, entitled "Deposit of Securities;
Acceptance of Trust; Issuance of Units; Form of
Certificates", shall be amended to add a new Section
2.05 entitled "Deposit of Additional Securities" to
read as follows:
"From time to time and in the discretion
of the Depositor, the Depositor may make
deposits of Additional Securities duly
endorsed in blank or accompanied by all
necessary instruments of assignment and
transfer in proper form (or contracts to
purchase Additional Securities and cash
or an irrevocable letter of credit in an
amount necessary to consummate the
purchase of any Additional Securities
pursuant to such contracts ("Additional
Contract Securities")) and Cash (as
defined below), if Cash is an asset of
<PAGE>
-4-
the Trust immediately prior to the
supplemental deposit, provided that each
deposit of Additional Securities and
Cash, if any, deposited during the
90-day period following the first
deposit of Securities in the Trust shall
replicate, to the extent practicable as
hereinafter provided, the Securities
(including Contract Bonds) and shall
exactly replicate Cash (other than Cash
to be distributed only to the Sponsor or
in respect of Units issued and
outstanding prior to the deposit) held
in the Trust immediately prior to each
such deposit; and, provided further that
each deposit of Additional Securities
and Cash, if any, subsequent to such
90-day period shall exactly replicate
the Securities (including Contract
Bonds) and Cash (other than Cash to be
distributed only to the Sponsor or in
respect of Units issued and outstanding
prior to the deposit) held in the Trust
immediately prior to each such deposit.
For purposes of this Section 2.05 Cash
means cash on hand in the Trust and/or
cash receivable by the Trust as of the
date of the supplemental deposit in
respect of a coupon date which has
occurred on or before the date of such
supplemental deposit, reduced by
payables and accrued expenses on such
date, but shall not include cash
received on any Security which is
allocable to the amount paid to the Unit
Holders of record on the first
settlement date for the Trust.
Accordingly, for a deposit
subsequent to the 90-day period
following the first deposit of
Securities:
(l) Any Additional Bonds included
in a deposit shall be identical to Bonds
held in the Trust immediately prior to
the deposit and in face amounts such
that (i) the face amount of Additional
Bonds of a particular issue included in
a deposit divided by (ii) the aggregate
<PAGE>
-5-
of the face amounts of all Additional
Bonds included in the deposit results in
a fraction which is the same as the
fraction resulting from division of
(iii) the aggregate face amount of the
Bonds of the same issue held in the
Trust divided by (iv) the aggregate face
amount of all Bonds held in the Trust
immediately prior to the deposit;
(2) Any deposit of Additional
Securities shall be accompanied by Cash
in an amount bearing the same ratio to
the aggregate face amount of all
Additional Bonds in the deposit as the
Cash held in the Trust immediately prior
to the deposit bears to the aggregate
face amount of all Bonds held in the
Trust immediately prior to the deposit,
exclusive of Cash held in the Trust and
designated for distribution only to the
Sponsor or with respect to Units issued
and outstanding prior to the deposit;
and
(3) Any Additional Deposited Units
included in a deposit shall be identical
with Deposited Units then held in the
Trust and shall be in numbers determined
by multiplying the number of Deposited
Units with respect to a particular prior
series of the National Municipal Trust
held in the Trust immediately prior to
the deposit by the fraction obtained by
dividing the face amount of all
Additional Bonds included in the deposit
by the face amount of all Bonds included
in the Trust immediately prior to the
deposit;
and for a deposit during the 90-day
period following the first deposit of
Securities in the Trust, the rules
stated in paragraphs (1), (2) and (3) of
this Section 2.05 shall apply except
that any Additional Securities
(including Additional Contract
Securities) need be only substantially
similar (rather than identical to)
Securities held in the Trust immediately
<PAGE>
-6-
prior to the deposit and the
proportionality requirements need be met
only to the extent practicable. Without
limiting the generality of the phrase
"to the extent practicable", if the
Depositor specifies a minimum face
amount of a Bond or minimum number of
Deposited Units with respect to a
particular trust to be included in a
deposit and such minimum requirement
cannot be met or if a Security identical
to a Security held in the Trust is not
readily obtainable, substitution of
other substantially similar Securities
(including Securities of an issue
originally deposited) in order to meet
the foregoing proportionality
requirements shall be considered as a
meeting of such requirements "to the
extent practicable".
Each deposit of Additional Securities
shall be listed in and made in
accordance with a Supplementary Schedule
to the Reference Trust Agreement stating
the date of such deposit and the number
of Additional Units being issued
therefor. The execution by the
Depositor in connection with the deposit
of Additional Securities of a
Supplementary Schedule to the Reference
Trust Agreement shall constitute the
approval by the Depositor as
satisfactory in form and substance of
the contracts to be entered into or
assumed by the Trustee with regard to
any Additional Securities listed on such
Supplementary Schedule and authorization
to the Trustee on behalf of the Trust to
enter into or assume such contracts and
otherwise to carry out the terms and
provisions thereof or to take other
appropriate action in order to complete
the deposit of the Additional Securities
covered thereby into the Trust."
C. Article III, entitled "Administration of Trust", shall
be amended as follows:
<PAGE>
-7-
(i) Section 3.01 Initial Costs shall be
amended to substitute the following
language:
Section 3.01. Initial Cost The costs
of organizing the Trust and sale of the
Trust Units shall, to the extent of
the expenses reimbursable to the
Depositor provided below, be borne by
the Unit Holders, provided, however,
that, to the extent all of such costs
are not borne by Unit Holders, the
amount of such costs not borne by Unit
Holders shall be borne by the Depositor
and, provided further, however, that
the liability on the part of the Depositor
under this section shall not include
any fees or other expenses incurred in
connection with the administration of
the Trust subsequent to the deposit
referred to in Section 2.01. Upon
notification from the Depositor that
the primary offering period is concluded,
the Trustee shall withdraw from the
Account or Accounts specified in the
Prospectus or, if no Account is therein
specified, from the Principal Account,
and pay to the Depositor the Depositor's
reimbursable expenses of organizing the
Trust and sale of the Trust Units in an
amount certified to the Trustee by the
Depositor. If the balance of the Principal
Account is insufficient to make such
withdrawal, the Trustee shall, as directed
by the Depositor, sell Securities identified
by the Depositor, or distribute to the
Depositor Securities having a value, as
determined under Section 4.01 as of the
date of distribution, sufficient for such
reimbursement. The reimbursement provided
for in this section shall be for the account
of the Unitholders of record at the conclusion
of the primary offering period and shall
not be reflected in the computation of the
Unit Value prior thereto. As used herein,
the Depositor's reimbursable expenses of
organizing the Trust and sale of the Trust
Units shall include the cost of the initial
preparation and typesetting of the registration
statement, prospectuses (including preliminary
prospectuses), the indenture, and other
documents relating to the Trust, SEC and
state blue sky registration fees, the cost
of the initial valuation of the portfolio
and audit of the Trust, the initial fees
and expenses of the Trustee, and legal and
out-of-pocket expenses related thereto, but
not including the expenses incurred in the
preparation and printing of preliminary
prospectuses and prospectuses, expenses
incurred in the preparation and printing
of brochures and other advertising materials
and any other selling expenses. Any cash
which the Depositor has identified as to be used
<PAGE>
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for reimbursement of expenses pursuant
to this Section shall be reserved by the
Trustee for such purpose and shall not
be subject to distribution or, unless
the Depositor otherwise diects, used for
payment of redemptions in excess of the
per-Unit amount allocable to Units tendered
for redemption.
(ii) section 3.05 Distribution shall be
amended by replacing "$1.00" with
"$5.00" in the first and last sentences
of the third paragraph;
(iii) section 3.05 shall be further amended to
add the following paragraph after the
end thereof: "On each Deferred Sales
Charge payment date set forth in the
prospectus for a Trust, the Trustee
shall pay the account created pursuant
to Section 3.15 the amount of the
Deferred Sales Charge payable on each
such date as stated in the prospectus
for a Trust. Such amount shall be
withdrawn from the Principal Account and
the Income Account from the amounts
therein designated for such purpose or
otherwise deducted from such accounts."
(iv) sections 3.06 A(3) and 3.06B(3) shall be
amended by adding the following: "and
any Deferred Sales Charge paid".
(v) section 3.07 shall be amended by adding
the following at the end thereof: "In
order to pay the Deferred Sales Charge,
the Trustee shall sell or liquidate such
an amount of Securities at such time and
from time to time and in such manner as
the Depositor shall direct such that the
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proceeds of such sale or liquidation
shall be sufficient to pay the amount
required to be paid to the Depositor
pursuant to the Deferred Sales Charge
program as set forth in the prospectus
for a Trust."
(vi) section 3.14 Replacement Bond shall be
amended by deleting from part (vi) of
the second sentence the words "in the
category A or better" and inserting
after the word "organization" the words
"in the same category as the Contract
Bond which it replaces";
D. Section 3.15 shall be added as follows:
Section 3.15. Deferred Sales Charge. If the
Reference Trust Agreement and prospectus for a Trust
specifies a Deferred Sales Charge, the Trustee shall,
on the dates specified in and as permitted by the
prospectus, withdraw from the Income Account or from
the Principal Account, as directed by the Depositor,
an amount per Unit specified in the prospectus and
credit such amount to a special, non-Trust account
maintained at the Trustee out of which the Deferred
Sales Charge will be distributed to the Depositor.
If the balances in the Income and Principal Accounts
are insufficient to make any such withdrawal, the
Trustee shall, as directed by the Depositor, either
advance funds in an amount equal to the proposed
withdrawal and be entitled to reimbursement of such
advance upon the deposit of additional monies in the
Income Account or the Principal Account, sell
Securities and credit the proceeds thereof to such
special Depositor's Account or credit Securities in
kind to such special Depositor's Account. Such
directions shall identify the Securities, if any, to
be sold or distributed in kind and shall contain, if
the Trustee is directed by the Depositor to sell a
Security, instructions as to execution of such sales.
If a Unit Holder redeems Units prior to full payment
of the Deferred Sales Charge, the Trustee shall, if
so provided in the Reference Trust Agreement and
prospectus, on the Redemption Date, withhold from the
Redemption Price payment to such Unit Holder an
amount equal to the unpaid portion of the Deferred
Sales Charge as such amount is certified by the
Depositor to the Trustee prior to the Redemption
Date, upon which certification the Trustee shall be
<PAGE>
-10-
entitled to rely, and distribute such amount to such
special Depositor's Account or, if the Depositor
shall purchase such Unit pursuant to the terms of
Section 5.02 hereof, the Depositor shall pay the
Redemption Price for such Unit less the unpaid
portion of the Deferred Sales Charge. The Depositor
may at any time instruct the Trustee to distribute to
the Depositor cash or Securities previously credited
to the special Depositor's Account.
E. Article V, entitled "Trust Evaluation; Redemption,
Purchase, Transfer, Interchange or Replacement of
Certificates," Section 5.01 Trust Evaluation shall be
amended as follows:
(i) the second sentence of the first
paragraph of Section 5.01 shall be
amended by deleting the word "and"
appearing immediately prior to
subsection (3) of such sentence and
inserting the following at the end of
such sentence: ", and (4) amounts
representing organizational expenses
paid less amounts representing accrued
organizational expenses of a Trust."
(ii) The following shall be added at the end
of the first paragraph of Section 5.01:
Until the Depositor has informed the
Trustee that there will be no further deposits
of Additional Securities pursuant to section
2.05, the Depositor shall provide the Trustee
with written estimates of (i) the total
organizational expenses to be borne by the Trust
pursuant to Section 3.01 and (ii) the total
number of Units to be issued in conneciton with
the initial deposit and all anticipated deposits
of Additional Securities. For purposes of
calculating the value of the Trust and Unit
Value, the Trustee shall treat all such
anticipated expenses as having been paid and all
liabilities therefor as having been incurred,
and all Units as having been issued, in each
case on the date of the Reference Trust
Agreement, and, in connection with each such
calculation, shall take into account a pro rata
portion of such expense and liability based on
the actual number of Units issued as of the date
of such calculation. In the event the Trustee
<PAGE>
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is informed by the Depositor of a revision in
its estimate of total expenses or total Units
and upon the conclusion of the deposit of
Additional Securities, the Trustee shall base
calculations made thereafter on such revised
estimates or actual expenses, respectively, but
such adjustment shall not affect calculations
made prior thereto and no adjustment shall be
made in respect thereof.
F. Article VI, entitled "Trustee", section 6.01 General
Definition of Trustee's Liabilities, Rights and
Duties shall be amended as follows:
(i) Section 6.01(g) shall be amended by deleting the
word "originally"
(ii) Section 6.01(g) shall be amended by inserting
the phrase "including supplemental deposits, if
any, of Securities in the Trust" after the first
reference to "Trust".
G. Article IX, entitled "Additional Covenants;
Miscellaneous Provisions", Section 9.01 Amendments
shall be amended as follows:
(i) To add the following phrase after the word
"Indenture" in (1):
"except as the result of the deposit of
Additional Securities, as herein
provided"
(ii) To add the following phrase after the word
"Bonds" in (2):
"except in the manner permitted by the
Indenture as in effect on the first
deposit of Securities".
H. Reference to Standard & Poor's Corporation in their
capacity as Evaluator is replaced by Kenny S&P
Evaluation Services, a division of J.J. Kenny Co.,
Inc., throughout the Basic Agreement.
I. Reference to Prudential-Bache Securities Inc. in
their capacity as Sponsor is replaced by Prudential
Securities Incorporated throughout the Basic
Agreement.
<PAGE>
-12-
J. Reference to United States Trust Company of New York
in its capacity as Trustee is replaced by The Chase
Manhattan Bank throughout the Basic Agreement.
Part II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby
agreed to:
A. The Trust is denominated National Municipal
Trust, Series 193 (the "National Trust").
B. The interest-bearing obligations listed in
Schedule A hereto are those which, subject to the terms of this
Indenture, have been or are to be deposited in trust under this
Indenture.
C. The term "Depositor" shall mean Prudential
Securities Incorporated.
D. The aggregate number of Units referred to in
Sections 2.03 and 9.01 of the Basic Agreement is .
E. A Unit is hereby declared initially equal to
1/ th.
<PAGE>
F. The term "First Settlement Date" shall mean
, 1998.
G. The term "Computation Date" shall mean
10, 1998.
H. The term first "Distribution Date" shall mean
25, 1998.
I. The term "Monthly Record Date" shall mean the
tenth day of each month commencing 10, 1998.
J. The term "semi-annual Record Date shall mean the tenth day of
July and January of each year commencing 10, 1998.
K. The term "Monthly Distribution Date" shall mean
the twenty-fifth day of each month following a Monthly Record
Date commencing 25, 1998.
L. The term "Semi-annual Distribution Date" shall mean
the twenty-fifth day of each month following each Semi-annual Record
Date commencing 25, 1998.
M. The Trust will terminate on the date of
maturity, redemption, sale or other disposition of the last
Security held in the Trust.
N. The first distribution to Monthly and Semi-annual Unit Holders
will be a distribution in the amount of $ .
O. The first distribution to Monthly Unit Holders
will be a full distribution in the amount of $ .
P. For purposes of this Series -- National
Municipal Trust, Series 193 -- the form of Certificate set
forth in this Indenture shall be appropriately modified to
reflect the title of this Series and such of the Special Terms
and Conditions of Trust set forth herein as may be appropriate.
Q. The Sponsor's Annual Portfolio Supervision Fee
shall be a maximum of $ per $1,000 principal amount of
underlying Bonds.
R. The Trustee's Annual Fee as set forth in the
Indenture in Section 6.04 shall be $ per $1,000 principal
amount of Bonds under the monthly distribution option.
S. The term "Insurer" may mean AMBAC Indemnity Corporation
("AMBAC"), Capital Markets Assurance Corporation ("CapMAC"), Capital Guaranty
Insurance Company ("Cap. Gty."), Connie Lee Insurance Co. ("Connie Lee"),
Financial Guaranty Insurance Company ("FGIC"), Financial Security Assurance
("FSA"), Municipal Bond Insurance Association ("MBIA") and/or Municipal Bond
Investors Assurance Corporation ("MBIAC").
[Signatures and acknowledgments on separate pages]
