As filed with the Securities and Exchange Commission on December 8, 1998
Registration No. 333-
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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:
McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle Trust Large Cap
Series II
B. NAME OF DEPOSITORS:
McLaughlin, Piven, Vogel Securities, Inc. Reich & Tang Distributors, Inc.
C. COMPLETE ADDRESS OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
McLaughlin, Piven, Vogel Securities, Inc. Reich & Tang Distributors, Inc.
30 Wall Street 600 Fifth Avenue
New York, New York 10005 New York, New York 10020
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
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COPY OF COMMENTS TO:
ALLAN M. VOGEL PETER J. DEMARCO MICHAEL R. ROSELLA, Esq.
President Reich & Tang Distributors, Inc. Battle Fowler LLP
McLaughlin, Piven, Vogel 600 Fifth Avenue 75 East 55th Street
Securities, Inc. New York, New York 10020 New York, New York 10022
30 Wall Street (212) 856-6858
New York, New York 10005
</TABLE>
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of McLaughlin, Piven, Vogel Family of Trusts,
The Pinnacle Trust Large Cap Series II 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.
/ / Check if it is proposed that this filing will become effective
immediately upon filing pursuant to Rule 487.
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 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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783681.1
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Subject to Completion Dated December 8, 1998
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MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS
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THE PINNACLE TRUST LARGE CAP SERIES II
The final prospectus for McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle
Trust is hereby incorporated by reference and used as a preliminary prospectus
for McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle Trust Large Cap
Series II. 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 underwriter 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 or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
PROSPECTUS PART A DATED JANUARY , 1998
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 it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
783681.1
<PAGE>
PART II -- ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM A -- BONDING ARRANGEMENTS
The employees of Reich & Tang Distributors, Inc. 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.
The employees of McLaughlin, Piven, Vogel Securities, Inc. are covered
under Broker's Blanket Policy, Standard Form 14, in the amount of $1,000,000.
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 the Registration Statement of McLaughlin,
Piven, Vogel Family of Trusts, The Pinnacle Trust).
The Prospectus consisting of pages.
Undertakings.
Signatures.
Listed below is the name and registration number of the previous series
of McLaughlin, Piven, Vogel Family of Trusts, the final prospectus of
which properly supplemented, might be used as a preliminary prospectus
for McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle Trust Large
Cap Series II. This final prospectus is incorporated herein by
reference.
McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle Trust
(Registration No. 333-60915)
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. 1 to Form S-6 Registration Statement
No. 333-60915 of McLaughlin, Piven, Vogel Family of Trusts,
The Pinnacle Trust on September 23, 1998 and incorporated
herein by reference).
99.1.3.5 -- Certificate of Incorporation of Reich & Tang Distributors,
Inc. (filed as Exhibit 99.1.3.5 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).
99.1.3.6 -- By-Laws of Reich & Tang Distributors, Inc. (filed as
Exhibit 99.1.3.6 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).
99.1.3.7 -- Certificate of Incorporation of McLaughlin, Piven, Vogel
Securities, Inc. dated March 8, 1977 and as amended on
January 16, 1979, June 8, 1979, August 27, 1979, May 3,
1982, December 20, 1983 and September 25, 1989 (filed as
Exhibit 99.1.3.7 to Form S-6 Registration Statement No.
333-60915 of McLaughlin, Piven, Vogel Family of Trusts, The
Pinnacle Trust on August 7, 1998 and incorporated herein by
reference).
99.1.3.8 -- By-Laws of McLaughlin, Piven, Vogel Securities Inc. (filed
as Exhibit 99.1.3.8 to Form S-6 Registration Statement No.
333-60915 of McLaughlin, Piven, Vogel Family of Trusts, The
Pinnacle Trust on August 7, 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.
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 99.6.0 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 -- Power of Attorney of McLaughlin, Piven, Vogel Securities,
Inc. (filed as Exhibit 99.6.1 to Form S-6 Registration
Statement No. 333-60915 of McLaughlin, Piven, Vogel Family
of Trusts, The Pinnacle Trust on August 7, 1998 and
incorporated herein by reference).
*99.27 -- Financial Data Schedule (for EDGAR filing only).
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* To be filed by amendment.
783681.1
<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,
McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle Trust Large Cap Series
II 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 8th day of December, 1998.
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS,
THE PINNACLE TRUST LARGE CAP SERIES II
(Registrant)
McLAUGHLIN, PIVEN, VOGEL SECURITIES, INC.
(Depositor)
By /s/ ALLAN M. VOGEL
-------------------------------------
Allan M. Vogel
(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 McLaughlin,
Piven, Vogel Securities, Inc., the Depositor, in the capacities and on the dates
indicated.
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Name Title Date
---- ----- ----
<S> <C> <C>
JAMES C. MCLAUGHLIN Chairman of the Board, Chief
Executive Officer and Director
ALLAN M. VOGEL President, Secretary, Chief Financial
Officer and Director
December 8, 1998
By /s/ ALLAN M. VOGEL
--------------------
Allan M. Vogel
Attorney-In-Fact*
</TABLE>
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* An executed copy of a Power of Attorney was filed as Exhibit 99.6.1 to Form
S-6 Registration Statement No. 333-60915 on August 7, 1998.
783681.1
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,
McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle Trust Large Cap Series
II 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 8th day of December, 1998.
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS,
THE PINNACLE TRUST LARGE CAP SERIES II
(Registrant)
REICH & TANG DISTRIBUTORS, INC.
(Depositor)
By /s/ PETER J. DEMARCO
---------------------------------------
Peter J. DeMarco
Executive Vice President
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 Reich &
Tang Distributors, Inc., the Depositor, in the capacities and on the dates
indicated.
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Name Title Date
---- ----- ----
<S> <C> <C>
RICHARD E. SMITH III President and Director
PETER S. VOSS Director
G. NEAL RYLAND Director
EDWARD N. WADSWORTH Executive Officer
STEVEN W. DUFF Director
December 8, 1998
ROBERT F. HOERLE Managing Director
PETER J. DEMARCO Executive Vice President
By /s/ Peter J. DeMarco
RICHARD I. WEINER Vice President --------------------------
Peter J. DeMarco
BERNADETTE N. FINN Vice President as Executive Vice President
and Attorney-In-Fact
LORRAINE C. HYSLER Secretary
RICHARD DE SANCTIS Treasurer
</TABLE>
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* Executed copies of Powers of Attorney were filed as Exhibit 99.6.0 to Form
S-6 Registration Statement No. 333-44301 on January 15, 1998.
783681.1
II-3
<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 January
__, 1999, in this Registration Statement (Form S-6 No. 333-______) of
McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle Trust Large Cap Series
II.
ERNST & YOUNG LLP
New York, New York
January __, 1999
783681.1
II-4
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