AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 9, 1999
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: Empire State Municipal Exempt Trust, Guaranteed
Series 146
B. NAME OF DEPOSITORS: Glickenhaus & Co.
Lebenthal & Co., Inc.
C. COMPLETE ADDRESS OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
Glickenhaus & Co. Lebenthal & Co., Inc.
6 East 43rd Street 120 Broadway
New York, New York 10017 New York, New York 10271
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY OF COMMENTS TO:
SETH M. GLICKENHAUS JAMES A. LEBENTHAL MICHAEL R. ROSELLA, Esq.
Glickenhaus & Co. Lebenthal & Co., Inc. Battle Fowler LLP
6 East 43rd Street 120 Broadway 75 East 55th Street
New York, New York 10017 New York, New York 10271 New York, New York 10022
(212) 856-6858
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of beneficial interest 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. AMOUNT OF FILING FEE (computed at one-thirty-third of 1 percent of the
proposed maximum aggregate offering price to the public):
No filing fee required
H. APPROXIMATE 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 THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY THE EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS 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 THE
DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
317723.1
<PAGE>
SUBJECT TO COMPLETION
ISSUE DATE: MARCH 9, 1999
EMPIRE STATE MUNICIPAL EXEMPT TRUST
GUARANTEED SERIES 146
A final prospectus for a prior Guaranteed Series of Empire State
Municipal Exempt Trust is hereby incorporated by reference used as a preliminary
prospectus for Guaranteed Series 146. Except as noted below, the narrative
information and structure of the final prospectus for this Series will be
substantially the same as that of the attached final 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 because each Series has a unique
portfolio. Accordingly, the information contained herein with regard to the
previous Series should be considered as being included for informational
purposes only. Ratings of the securities in this Series are expected to be
comparable to those of the securities deposited in the previous Series. However,
the estimated current return and estimated long term return for this Series will
depend on the interest rates and offering prices of the securities in this
Series and may vary materially from that of the previous Series. Investors
should contact account executives of the underwriters 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 and immediately
prior to the effectiveness of the registration statement relating to Units of
this Series.
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.
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 the securities and it is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
317723.1
<PAGE>
PART II--ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM A--BONDING ARRANGEMENTS
The employees of Glickenhaus & Co. and Lebenthal & Co., Inc. are
covered under Brokers' Blanket Policy, Standard Form 14, in the respective
amounts of $5,000,000 and $10,000,000.
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 Form S-6 Registration Statement of
Empire State Municipal Exempt Trust Guaranteed Series 133).
The Prospectus consisting of pages.
Undertakings.
Signatures.
Listed below are the names and registration numbers of previous
series of Empire State Municipal Exempt Trust, the final
prospectus of which, if properly supplemented, might be used as a
preliminary prospectus for Empire State Municipal Exempt Trust
Guaranteed Series 146. These final prospectuses are incorporated
herein by reference:
Empire State Municipal Exempt Trust, Guaranteed Series 143
(Registration No. 333-64839) Empire State Municipal Exempt Trust,
Guaranteed Series 144 (Registration No. 333-64849)
Written consents of the following persons: *Battle Fowler LLP
(included in Exhibit 99..3.1) *BDO Seidman, LLP *Muller Data
Corporation (included in Exhibit 99.5.1)
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.
9.1.1.1 -- Trust Indenture and Agreement dated December 18, 1990.
99.1.3 -- Form of Agreement Among Underwriters and Selected Dealers
Agreement (filed as Exhibit 1.8 to Amendment No. 1 to
Form S-6 Registration Statement No. 33-28268 of Empire
State Municipal Exempt Trust, Guaranteed Series 49 on
July 18, 1989, and incorporated herein by reference).
99.1.6 -- Restated Agreement of Limited Partnership of Glickenhaus
& Co. dated September 1, 1983.
99.1.6(a) -- Agreement of Amendment to Restated Agreement of
Limited Partnership of Glickenhaus & Co. dated January
24, 1984
99.1.6(b) -- Certificate of Amendment to Restated Agreement of
Limited Partnership of Glickenhaus & Co. dated January
24, 1984.
99.1.6(c -- Agreement of Amendment to Restated Agreement of
Limited Partnership of Glickenhaus & Co. dated September
1, 1983.
99.1.6(d) -- Agreement of Amendment to Restated Agreement of
Limited Partnership of Glickenhaus & Co. dated February
12, 1986.
- --------
* To be filed by amendment.
+ Filed with Amendment No. 1 to Form S-6 Registration Statement No. 333-17307
of Empire State Municipal Exempt Trust, Guaranteed Series 134 on
April 2, 1997 and incorporated herein by reference.
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<PAGE>
99.1.6(e) -- Agreement of Amendment to Restated Agreement of
Limited Partnership of Glickenhaus & Co. (filed dated
January 19, 1992.
99.1.6(f) -- Agreement of Amendment to Restated Agreement of
Limited Partnership of Glickenhaus & Co. (filed as
Exhibit 1.3(e) to Amendment No. 1 to Form S-6
Registration Statement No. 33-78036 of MINT Group 11 on
May 3, 1994, and incorporated herein by reference).
99.1.6.1 -- Certificate of Incorporation of Lebenthal & Co., Inc.
as amended on October 23, 1981.
99.1.6.2 -- By-Laws of Lebenthal & Co., Inc.
*99.1.7 -- Form of Insurance Policy obtained by the Trust.
99.1.7(a) -- Master Letter Agreement of Municipal Bond Investors
Assurance Corporation (filed as Exhibit 1.7(a) to
Amendment No. 1 to Form S-6 Registration Statement No.
33-35124 of Empire State Municipal Exempt Trust,
Guaranteed Series 59 on July 1, 1990, and incorporated
herein by reference).
99.1.7(b) -- Form of Permanent Insurance Policy of Municipal Bond
Investors Assurance Corporation (filed as Exhibit 1.7.1
to Amendment No. 1 to Form S-6 Registration Statement No.
33-10860 of Empire State Municipal Exempt Trust,
Guaranteed Series 31 on June 10, 1987, and incorporated
herein by reference).
99.2.1 -- Form of Certificate.
*99.3.1 -- Opinion of Battle Fowler LLP as to the legality of the
securities being registered.
99.4.1 -- Information as to Partners of Glickenhaus & Co. (filed
as Exhibit 4.1 to Amendment No. 1 to Form S-6
Registration Statement No. 33-26577 of Empire State
Municipal Exempt Trust, Guaranteed Series 46 on April 19,
1989, and incorporated herein by reference).
99.4.2 -- Information as to Officers and Directors of Lebenthal
& Co., Inc. (filed as Exhibit 4.2 to Amendment No. 1 to
Form S-6 Registration Statement No. 33-22568 of Empire
State Municipal Exempt Trust, Guaranteed Series 39 on
August 9, 1988, and incorporated herein by reference).
99.4.3 -- Affiliations of Sponsors with other investment
companies (filed as Exhibit 4.6 to Amendment No. 1 to
Form S-6 Registration Statement No. 2-95041 of Municipal
Insured National Trust Series 1 on March 21, 1985, and
incorporated herein by reference).
99.4.4 -- Stockbrokers' Bond and Policy, Form B for Glickenhaus
& Co. (filed as Exhibit 4.7 to Form S-6 Registration
Statement No. 2-95041 of Municipal Insured National Trust
Series 1 on December 21, 1984, and incorporated herein by
reference).
99.4.5 -- Stockbrokers' Blanket Bond Policy, Standard Form No.
14 for Lebenthal & Co., Inc. dated April 5, 1983.
*99.5.1 -- Consent To Be Evaluator of Muller Data Corporation and
Affirmation Letter of Standard & Poor's Corporation.
*99.5.2 -- Affirmation Letter of Moody's Investors Service.
99.6.1 -- Copies of Powers of Attorney of General Partners of
Glickenhaus & Co. (filed with Amendment No. 1 to Form S-6
Registration Statement No. 333-17307 of Empire State
Municipal Exempt Trust Guaranteed Series 134 on April 2,
1997 and with Post-Effective Amendment No. 7 to Form S-6
Registration Statement No. 33- 40723 of Empire State
Municipal Exempt Trust Guaranteed Series 77 on November
25, 1997, and incorporated herein by reference).
- --------
* To be filed by amendment.
+ Filed with Amendment No. 1 to Form S-6 Registration Statement No. 333-17307 of
Empire State Municipal Exempt Trust, Guaranteed Series 134 on April 2, 1997
and incorporated herein by reference.
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99.6.2 -- Copies of Powers of Attorney of Directors and certain
officers of Lebenthal & Co., Inc. (filed as Exhibit 6.2
to Amendment No. 1 to Form S-6 Registration Statement No.
33-55385 of Empire State Municipal Exempt Trust,
Guaranteed Series 109 on November 2, 1994, and as Exhibit
6.2 to Amendment No. 1 to Registration Statement No.
333-42455 on May 18, 1998, and incorporated herein by
reference).
II-iii
317723.1
<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, Empire State Municipal Exempt Trust, Guaranteed Series 146 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 9th day of March, 1999.
EMPIRE STATE MUNICIPAL EXEMPT TRUST,
GUARANTEED SERIES 146
By: GLICKENHAUS & CO.
--------------------------------------
(Sponsor)
By: /s/ MICHAEL J. LYNCH
--------------------------------------
(Michael J. Lynch, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
ALFRED FEINMAN*
- ----------------------------- General Partner
(Alfred Feinman)
JAMES M. GLICKENHAUS*
- ----------------------------- General Partner
(James M. Glickenhaus)
SETH M. GLICKENHAUS*
- ----------------------------- General Partner, Chief
(Seth M. Glickenhaus) Investment Officer
*By: /s/ MICHAEL J. LYNCH March 9, 1999
(Michael J. Lynch, Attorney-in-Fact)
- --------
* Executed copies of powers of attorney were filed as Exhibit 6.1 to
Registration Statement No. 333-13707 on April 2, 1997 and Post-Effective
Amendment No. 7 to Registration Statement No. 33-40723 on November 25, 1997.
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317723.1
<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, Empire State Municipal Exempt Trust, Guaranteed Series 146 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
9th day of March, 1999.
EMPIRE STATE MUNICIPAL EXEMPT TRUST,
GUARANTEED SERIES 146
By: LEBENTHAL & CO., INC.
------------------------------------------
(Sponsor)
By: /s/ D. WARREN KAUFMAN
-----------------------------------------
(D. Warren Kaufman, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
H. GERARD BISSINGER, II*
- ---------------------------------- Director
(H. Gerard Bissinger, II)
JEFFREY M. JAMES*
- ---------------------------------- Director
(Jeffrey M. James)
/s/ D. WARREN KAUFMAN* Director March 9, 1999
- ----------------------------------
(D. Warren Kaufman)
ALEXANDRA LEBENTHAL*
- ---------------------------------- Director, President
(Alexandra Lebenthal)
JAMES A. LEBENTHAL*
- ---------------------------------- Director,
(James A. Lebenthal) Chief Executive Officer
JAMES E. McGRATH*
- ---------------------------------- Director
(James E. McGrath)
DUNCAN K. SMITH*
- ---------------------------------- Director
(Duncan K. Smith)
*By: /s/ D. WARREN KAUFMAN
-------------------------------- March 9, 1999
(D. Warren Kaufman, Attorney-In-Fact)
- --------
* Executed copies of the powers of attorney were filed as Exhibit 6.2 to
Amendment No. 1 to Registration Statement No. 33-55385 on November 2, 1994
and as Exhibit 6.2 to Amendment No. 1 to Registration Statement No.
333-42455 on May 18, 1998.
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