As filed with the Securities and Exchange Commission on January 4, 1999
Registration No.
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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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A. EXACT NAME OF TRUST:
Equity Securities Trust, Series 21, Signature Series, Gabelli
Entertainment and Media Trust II
B. NAME OF DEPOSITOR:
Reich & Tang Distributors, Inc.
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
Reich & Tang Distributors, Inc.
600 Fifth Avenue
New York, New York 10020
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY OF COMMENTS TO:
PETER J. DEMARCO MICHAEL R. ROSELLA, Esq.
Reich & Tang Distributors, Inc. Battle Fowler LLP
600 Fifth Avenue 75 East 55th Street
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 Equity Securities Trust, Series 21,
Signature Series, Gabelli Entertainment and Media Trust 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.
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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794119.1
<PAGE>
Subject to Completion Dated January 4, 1999
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E S T
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EQUITY SECURITIES TRUST
SERIES 21
SIGNATURE SERIES
GABELLI ENTERTAINMENT AND MEDIA TRUST II
The final prospectus for Equity Securities Trust, Series 6, Signature
Series, Gabelli Entertainment and Media Trust is hereby incorporated by
reference and used as a preliminary prospectus for Equity Securities Trust,
Series 21, Signature Series, Gabelli Entertainment and Media Trust 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 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 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 , 1999
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.
794101.1
<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.
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 Equity
Securities Trust, Series 12, 1997 Triple Strategy Trust II).
The Prospectus consisting of pages.
Undertakings.
Signatures.
Listed below are the names and registration numbers of each previous
series of Equity Securities Trust, the final prospectus of which,
properly supplemented, might be used as preliminary prospectuses for
Equity Securities Trust, Series 21. These final prospectuses are
incorporated herein by reference:
Equity Securities Trust, Series 6,
Signature Series, Gabelli Entertainment and Media Trust
(Registration No. 33-62627)
Written consents of the following persons:
Battle Fowler LLP (included in Exhibit 3.1)
PricewaterhouseCoopers 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.
33-62627 of Equity Securities Trust, Series 6, Signature
Series, Gabelli Entertainment and Media Trust on November 16,
1995 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 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 on
January 15, 1998 and incorporated herein by reference).
99.1.4 -- Form of Agreement Among Underwriters (filed as Exhibit 1.4 to
Amendment No. 1 to Form S-6 Registration Statement No.
33-62627 of Equity Securities Trust, Series 6, Signature
Series, Gabelli Entertainment and Media Trust on November 16,
1995 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 on January 15, 1998 and incorporated herein by
reference).
*99.27 -- Financial Data Schedule (for EDGAR filing only).
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* To be filed by amendment.
794119.1
<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, Equity Securities Trust, Series 21, Signature Series, Gabelli
Entertainment and Media Trust 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 4th day of January, 1999.
EQUITY SECURITIES TRUST, SERIES 21, SIGNATURE
SERIES, GABELLI ENTERTAINMENT AND MEDIA
TRUST II
(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
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 January 4, 1999
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 Attorney-In-Fact*
LORRAINE C. HYSLER Secretary
RICHARD DE SANCTIS Treasurer
EDWARD N. WADSWORTH Executive Officer
</TABLE>
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* Executed copies of Powers of Attorney were filed as Exhibit 99.6.0 to Form
S-6 to Registration Statement No. 333-44301 on January 15, 1998.
II-2
794119.1
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
registration statement on Form S-6 (the "Registration Statement") of our report
dated , 1999, relating to the Statement of Financial Condition, including
the Portfolio, of Equity Securities Trust, Series 21, Signature Series, Gabelli
Entertainment and Media Trust II which appears in such Prospectus. We also
consent to the reference to us under the heading "Independent Accountants" in
such Prospectus.
PRICEWATERHOUSECOOPERS LLP
160 Federal Street
Boston, MA 02110
, 1999
II-3
794119.1
<PAGE>
CONSENT OF PORTFOLIO CONSULTANT
The Sponsor, Trustee and Unitholders
Equity Securities Trust, Series 21, Signature Series, Gabelli Entertainment
and Media Trust II
We hereby consent to the use of our name included herein and to the
reference to our firm in the Prospectus.
GABELLI FUNDS, INC.
New York, New York
, 1999
II-4
794119.1
