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1933 Act File No. 333-75319
1940 Act File No. 811-08103
Securities and Exchange Commission
Washington, D.C. 20549
Amendment No. 1 to 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: Nuveen Unit Trusts, Series 40
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
Attention: Alan G. Berkshire
333 West Wacker Drive
Chicago, Illinois 60606
Chapman and Cutler
Attention: Eric F. Fess
111 West Monroe Street
Chicago, Illinois 60603
It is proposed that this filing will become effective (check appropriate box)
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: : immediately upon filing pursuant to paragraph (b)
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: : on (date) pursuant to paragraph (b)
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: : 60 days after filing pursuant to paragraph (a)
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: : on (date) pursuant to paragraph (a) of rule 485 or 486
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: : This post-effective amendment designates a new effective date for a
- ---- previously filed post-effective amendment.
E. Title of securities being registered: Units of fractional undivided
beneficial interest.
F. Approximate date of proposed public offering: April 15, 1999.
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: : Check box if it is proposed that this filing will become effective on
- ---- (date) at (time) pursuant to Rule 487.
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 April 13, 1999
Subject to Completion
Nuveen Unit Trusts - Series 40
The final Prospectus for a Prior Series is hereby used as part of a
preliminary Prospectus for the above-stated Series. Information with respect to
the actual trust including pricing, the number of Units, dates and summary
information regarding the characteristics of securities to be deposited in this
Series is not now available. Accordingly, the information contained herein
should be considered as being included for informational purposes only.
The information in this prospectus (or Statement of Additional Information)
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 (or Statement of Additional Information) 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 Unit
Trusts, Series 35 (Registration No. 333-73275) as filed on March 15, 1999, which
shall be used as a preliminary prospectus for Nuveen Unit Trusts, Series
40.)
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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:
Insurer/Policy No. Amount
Reliance Insurance Company
B 262 6895 $26,000,000
B. This Amendment to the Registration Statement comprises the following papers
and documents:
The facing sheet
The Prospectus
The signatures
Consents of Counsel
The following exhibits:
1.1(a) Copy of Standard Terms and Conditions of Trust for Nuveen Unit Trust,
Series 4 and certain subsequent series, effective May 29, 1997 between
John Nuveen & Co. Incorporated, Depositor and The Chase Manhattan Bank,
Trustee and Evaluator (incorporated by reference to Amendment No. 1 to
Form S-6 (File No. 333-25225) filed on behalf of Nuveen Unit Trusts,
Series 4).
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).
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/*/ Incorporated by reference to Form N-8B-2 (File No. 811-1547) filed on
behalf of Nuveen Tax-Free Unit Trust, Series 16.
/**/ Incorporated by reference to Form N-8B-2 (File No. 811-2198) on behalf
on Nuveen Tax-Free Unit Trust, Series 37.
S-1
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3.2 Opinion of counsel as to Federal income tax status of securities being
registered (to be supplied by amendment).
3.3 Opinion of counsel as to New York income tax status of securities being
registered (to be supplied by amendment).
3.4 Opinion of counsel as to advancement of funds by Trustees (to be supplied
by amendment).
4.2 Consent of The Chase Manhattan Bank (to be supplied by amendment).
4.4 Consent of Arthur Andersen LLP (to be supplied by amendment).
6.1 List of Directors and Officers of Depositor and other related information
(incorporated by reference to Exhibit E to Form N-8B-2 (File No. 811-
08103) filed on March 20, 1997 on behalf of Nuveen Unit Trusts, Series 1
and subsequent Series).
C. Explanatory Note
This Amendment No. 1 to the Registration Statement may contain multiple
separate prospectuses. Each propectus will relate to an individual unit
investment trust and will consist of a Part A, a Part B and an Information
Supplement.
D. Undertakings
(1) The Information Supplement to the Trust will not include third party
financial information.
S-2
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Signatures
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Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Nuveen Unit Trusts, Series 40 has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized in the City of Chicago and State of Illinois on the 13th day of
April, 1999.
NUVEEN UNIT TRUSTS, SERIES 40
(Registrant)
By JOHN NUVEEN & CO. INCORPORATED
(Depositor)
By /s/ Thomas C. Muntz
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Vice President
Attest /s/ Karen L. Healy
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Assistant Secretary
S-3
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Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title* Date
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<S> <C> <C>
Timothy R. Schwertfeger Chairman, Board of Directors )
Chief Executive Officer )
and Director )
)
) /s/ Larry W. Martin
John P. Amboian Chief Financial Officer and ) ------------------
Executive Vice President ) Larry W. Martin
) Attorney-in-Fact**
Margaret E. Wilson Vice President and )
Controller ) April 13, 1999
)
</TABLE>
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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 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).
S-4
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Consent of Independent Public Accountants
The consent of Arthur Andersen LLP to the use of its report and to the reference
to such firm in the Prospectus included in this amendment to the Registration
Statement will be filed as Exhibit 4.4 to the Registration Statement.
Consent of Chapman and Cutler
The consent of Chapman and Cutler to the use of its name in the Prospectus
included in the amendment to the Registration Statement will be contained in
its opinions to be filed as Exhibits 3.1 and 3.2 to the Registration
Statement.
Consent of The Chase Manhattan Bank
The consent of The Chase Manhattan Bank to the use of its name in the Prospectus
included in the amendment to the Registration Statement will be filed as Exhibit
4.2 to the Registration Statement.
Consent of Carter, Ledyard & Milburn
The consent of Carter, Ledyard & Milburn to the use of its name in the
Prospectus included in the amendment to the Registration Statement will be filed
as Exhibit 3.3 to the Registration Statement.
S-5
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Memorandum
Re: Nuveen Unit Trusts, Series 40
The list of securities comprising each trust of the fund, the evaluation,
record and distribution dates and other changes pertaining specifically to the
new series, such as size and number of units of the trusts in the fund and the
statement of condition of the new fund will be filed by amendment.
1940 Act
Forms N-8A and N-8B-2
Form N-8A and Form N-8B-2 were filed in respect of Nuveen Unit Trusts,
Series 1 (File No. 811-08103).
1933 Act
The Indenture
The form of the proposed Trust Indenture and Agreement is expected to be in
all respects consistent with the form of Trust Indenture and Agreement dated May
29, 1997 relative to Nuveen Unit Trusts, Series 4.
Chapman and Cutler
Chicago, Illinois
April 13, 1999