As filed with the Securities and Exchange Commission on September 25, 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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<TABLE>
<S> <C> <C>
A. EXACT NAME OF TRUST:
Schwab Trusts, Schwab Ten Trust, 1998 Series C
B. NAME OF DEPOSITORS:
Charles Schwab & Co., Inc. Reich & Tang Distributors, Inc.
C. COMPLETE ADDRESS OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
Charles Schwab & Co., Inc. Reich & Tang Distributors, Inc.
101 Montgomery Street 600 Fifth Avenue
San Francisco, California 94104 New York, New York 10020
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY TO:
FRANCES COLE, ESQ. PETER J. DEMARCO MICHAEL R. ROSELLA, Esq.
Charles Schwab & Co., Inc. Reich & Tang Distributors, Inc. Battle Fowler LLP
101 Montgomery Street 600 Fifth Avenue 75 East 55th Street
San Francisco, California 94104 New York, New York 10020 New York, New York 10022
(212) 856-6858
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Schwab Trusts, Schwab Ten Trust, 1998
Series C is being registered under the Securities Act of 1933 pursuant
to Section 24(f) of the Investment Company Act of 1940, as amended, and
Rule 24f-2 thereunder.
F. PROPOSED MAXIMUM AGGREGATE OFFERING PRICE TO THE PUBLIC OF THE SECURITIES BEING
REGISTERED:
Indefinite
G. AMOUNT OF FILING FEE:
No filing fee required.
H. APPROPRIATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of the Registration
Statement.
The registrant hereby amends the 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 specify 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 each date as the
Commission, acting pursuant to said Section 8(a), may determine.
</TABLE>
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717909.1
<PAGE>
Subject to Completion, Dated September 25, 1998
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Charles Schwab
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SCHWAB TRUSTS
SCHWAB TEN TRUST, 1998 SERIES C
The final prospectus for a prior Series of Schwab Trusts, Schwab Ten
Trust is hereby incorporated by reference and used as a preliminary prospectus
for Schwab Trusts, Schwab Ten Trust, 1998 Series C. 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. Investors should contact account executives 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.
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The Securities and Exchange Commission has not approved
these securities or passed upon the adequacy of this Prospectus. Any
representation to the contrary is a criminal offense
PROSPECTUS PART A DATED DECEMBER , 1998
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 SOLICITATION
OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE
IN WHICH SAID OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO THE
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.
662778.1
<PAGE>
PART II -- ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM A -- BONDING ARRANGEMENTS
The employees of Reich & Tang Distributors L.P. are covered under
Brokers' Blanket Policy, Standard Form 14, in the amount of $11,000,000 (plus
$196,000,000 excess coverage under Brokers' Blanket Policies, Standard Form 14
and Form B Consolidated). This policy has an aggregate annual coverage of $15
million.
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 Amendment No. 2 to the Registration
Statement of Schwab Trusts, Schwab Ten Trust, 1997 Series A).
The Prospectus consisting of pages. Undertakings. Signatures.
Listed below is the name and registration number of the previous series
of Schwab Trusts, the final prospectus of which properly supplemented, might be
used as preliminary prospectuses for Schwab Trusts, Schwab Ten Trust 1998 Series
C. These final prospectuses are incorporated herein by reference.
Schwab Trusts, Schwab Ten Trust, 1997 Series A
(Registration No. 333-31133)
Schwab Trusts, Schwab Ten Trust, 1998 Series A
(Registration No. 333-44589)
Schwab Trusts, Schwab Ten Trust, 1998 Series B
(Registration No. 333-53675)
Written consents of the following persons:
Battle Fowler LLP (included in Exhibit 3.1)
Ernst & Young LLP
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.
99.1.1.1 -- Form of Trust Indenture and Agreement (filed as
Exhibit 1.1.1 to Amendment No. 2 to Form S-6
Registration Statement No. 333-31133 of Schwab Trusts,
Schwab Ten Trust, 1997 Series A on November 4, 1997
and incorporated herein by reference).
99.1.3.5 -- Restated Articles of Incorporation of Charles
Schwab & Co., Inc (filed as Exhibit 1.3.5 to Amendment
No. 2 to Form S-6 Registration Statement No. 333-31133
of Schwab Trusts, Schwab Ten Trust, 1997 Series A on
November 4, 1997 and incorporated herein by
reference).
99.1.3.6 -- Certificate of Amendment of Articles of
Incorporation of Charles Schwab & Co., Inc (filed as
Exhibit 1.3.6 to Amendment No. 2 to Form S-6
Registration Statement No. 333-31133 of Schwab Trusts,
Schwab Ten Trust, 1997 Series A on November 4, 1997
and incorporated herein by reference).
99.1.3.7 -- Amended and Restated Bylaws of Charles
Schwab & Co., Inc (filed as Exhibit 1.3.7 to Amendment
No. 2 to Form S-6 Registration Statement No. 333-31133
of Schwab Trusts, Schwab Ten Trust, 1997 Series A on
November 4, 1997 and incorporated herein by
reference).
99.1.3.8 -- Certificate of Incorporation of Reich & Tang
Distributors, Inc. (filed as Exhibit 1.3.5 to Form S-6
Registration Statement 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).
99.1.3.9. -- By-Laws of Reich & Tang Distributors, Inc. (filed
as Exhibit 1.3.6 to Form S-6 Registration Statement
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).
*99.3.1 -- Opinion of Battle Fowler LLP as to the legality of
the securities being registered, including their
consent to the filing thereof and to the use of their
name under the headings "Tax Status" and "Legal
Opinions" in the Prospectus, and to the filing of
their opinion regarding tax status of the Trust.
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* To be filed by Amendment.
717909.1
II-1
<PAGE>
99.6.0 -- Power of Attorney of Reich & Tang Distributors,
Inc., the Depositor, by its officers and a majority of
its Directors (filed as Exhibit 6.0 to Form S-6
Registration Statement 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).
99.6.1 -- Powers of Attorney of Charles Schwab & Co., Inc.,
the Depositor, by its officers and a majority of its
Directors (filed as Exhibit 6.1 to Form S-6
Registration Statement No. 333-31133 of Schwab Trusts,
Schwab Strategic Ten Trust, 1997 Series A on July 11,
1997 and incorporated herein by reference).
*99.27 --Financial Data Schedule (for EDGAR filing only).
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* To be filed by Amendment.
717909.1
II-2
<PAGE>
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, Schwab Trusts, Schwab Ten Trust, 1998 Series C, 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
25th day of September, 1998.
SCHWAB TRUSTS, SCHWAB
TEN TRUST, 1998 SERIES C
(Registrant)
CHARLES SCHWAB & CO., INC.
(Depositor)
By /s/ JIM WHITE
------------------------------------------------
Jim White
(Authorized Signator)
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons, who
constitute the principal officers and a majority of the directors of Charles
Schwab & Co., Inc., the Depositor, in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
DAVID POTTRUCK Chief Executive Officer and Director
STEVEN SCHEID Chief Financial Officer and Director
CHARLES R. SCHWAB Director September 25, 1998
By /s/ JIM WHITE
---------------------------------
Jim White
Attorney-In-Fact*
</TABLE>
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* Executed copies of Powers of Attorney were filed as Exhibit 6.1 to
Registration Statement No. 333-31133 on July 11, 1997.
717909.1
II-3
<PAGE>
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, Schwab Trusts, Schwab Ten Trust, 1998 Series C, has duly caused this
Amendment to the 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 25th day of September, 1998.
SCHWAB TRUSTS, SCHWAB
TEN TRUST, 1998 SERIES C
(Registrant)
REICH & TANG DISTRIBUTORS, INC.
(Depositor)
By /s/ PETER J. DeMARCO
------------------------------------------------
Peter J. DeMarco
(Authorized Signator)
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons, who constitute the principal officers and a majority of the directors
of Reich & Tang Distributors, Inc., the Depositor, in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
RICHARD E. SMITH, III President and Director
PETER S. VOSS Director
G. NEAL RYLAND Director
STEVEN W. DUFF Director
ROBERT F. HOERLE Managing Director September 25, 1998
PETER J. DEMARCO Executive Vice President
RICHARD I. WEINER Vice President By /s/ PETER J. DeMARCO
------------------------
BERNADETTE N. FINN Vice President Peter J. DeMarco
LORRAINE C. HYSLER Secretary Attorney-In-Fact*
RICHARD DE SANCTIS Treasurer
EDWARD N. WADSWORTH Executive Officer
</TABLE>
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* Executed copies of Powers of Attorney were filed as Exhibit 6.0 to
Registration Statement No. 333-44301 on January 15, 1998.
717909.1
II-4
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference made to our firm under the caption
"Independent Auditors" in Part B of the Prospectus and to the use of our report
dated________, 1998, in this Registration Statement (Form S-6 No. 333-_______)
of Schwab Trusts, Schwab Ten Trust, 1998 Series C.
New York, New York
_______, 1998 ERNST & YOUNG LLP
717909.1
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