As filed with the Securities and Exchange Commission on June 8, 1999
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, McLaughlin, Piven, Vogel Industrial Trust Series II, McLaughlin, Piven,
Vogel Technology Trust Series II, and The Pinnacle Trust Large Cap Series III
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:
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
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E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of McLaughlin, Piven, Vogel Family of
Trusts, McLaughlin, Piven, Vogel Industrial Trust Series II,
McLaughlin, Piven, Vogel Technology Trust Series II, and The Pinnacle
Trust Large Cap Series III are 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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843753.1
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Subject to Completion Dated June 8, 1999
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MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS
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MCLAUGHLIN, PIVEN, VOGEL INDUSTRIAL TRUST SERIES II
MCLAUGHLIN, PIVEN, VOGEL TECHNOLOGY TRUST SERIES II
AND
THE PINNACLE TRUST LARGE CAP SERIES III
The final prospectuses for the McLaughlin, Piven, Vogel Family of Trusts,
McLaughlin, Piven, Vogel Industrial Trust, McLaughlin, Piven, Vogel Technology
Trust, and The McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle Trust are
hereby incorporated by reference and used as a preliminary prospectus for
McLaughlin, Piven, Vogel Family of Trusts, McLaughlin, Piven, Vogel Industrial
Trust Series II, McLaughlin, Piven, Vogel Technology Trust Series II, and The
Pinnacle Trust Large Cap Series III. 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 each 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 the Trusts and who will
be supplied with complete information with respect to each Trust on the day of
and immediately prior to the effectiveness of the registration statement
relating to units of the Trusts.
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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 JULY , 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.
843753.1
<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 Sheets to the Registration Statements of McLaughlin,
Piven, Vogel Family of Trusts, McLaughlin, Piven, Vogel Industrial
Trust and McLaughlin, Piven, Vogel Technology Trust filed on March 5,
1999, and McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle
Trust filed on August 7, 1998.
The Prospectus consisting of pages.
Undertakings.
Signatures.
Listed below are the names and registration numbers of the previous
series of McLaughlin, Piven, Vogel Family of Trusts, the final
prospectuses of which properly supplemented, might be used as a
preliminary prospectus for McLaughlin, Piven, Vogel Family of Trusts,
McLaughlin, Piven, Vogel Industrial Trust Series II, McLaughlin,
Piven, Vogel Technology Trust Series II, and The Pinnacle Trust Large
Cap Series III. These final prospectuses are incorporated herein by
reference.
McLaughlin, Piven, Vogel Family of Trusts, McLaughlin,
Piven, Vogel Industrial Trust and McLaughlin, Piven, Vogel
Technology Trust (Registration No. 333-73401)
McLaughlin, Piven, Vogel Family of Trusts, The Pinnacle
Trust Large Cap Series II (Registration No. 333-68527)
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).
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* To be filed by amendment.
843753.1
<PAGE>
*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).
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* To be filed by amendment
843753.1
<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, McLaughlin, Piven, Vogel
Industrial Trust Series II, McLaughlin, Piven, Vogel Technology Trust Series II,
and The Pinnacle Trust Large Cap Series III 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
June, 1999.
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS,
MCLAUGHLIN, PIVEN, VOGEL INDUSTRIAL TRUST SERIES II
MCLAUGHLIN, PIVEN, VOGEL TECHNOLOGY TRUST SERIES II
THE PINNACLE TRUST LARGE CAP SERIES III
(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
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JAMES C. MCLAUGHLIN Chairman of the Board, Chief
Executive Officer and Director
ALLAN M. VOGEL President, Secretary, Chief Financial
Officer and Director
June 8, 1999
By /s/ ALLAN M. VOGEL
-------------------------
Allan M. Vogel
Attorney-In-Fact*
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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.
</TABLE>
843753.1
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<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, McLaughlin, Piven, Vogel
Industrial Trust Series II, McLaughlin, Piven, Vogel Technology Trust Series II,
and The Pinnacle Trust Large Cap Series III 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 June
1999.
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS,
MCLAUGHLIN, PIVEN, VOGEL INDUSTRIAL TRUST SERIES II
MCLAUGHLIN, PIVEN, VOGEL TECHNOLOGY TRUST SERIES II
THE PINNACLE TRUST LARGE CAP SERIES III
(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
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RICHARD E. SMITH III President and Director
PETER S. VOSS Director
June 8, 1999
By /s/ PETER J. DEMARCO
-----------------------------
Peter J. DeMarco
as Executive Vice President
and Attorney-In-Fact*
G. NEAL RYLAND Director
EDWARD N. WADSWORTH Executive Officer
STEVEN W. DUFF Director
PETER J. DEMARCO Executive Vice President
RICHARD I. WEINER Vice President
BERNADETTE N. FINN Vice President
LORRAINE C. HYSLER Secretary
RICHARD DE SANCTIS Treasurer
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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.
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843753.1
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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 July __, 1999, in this Registration Statement (Form S-6 No. 333-______) of
McLaughlin, Piven, Vogel Family of Trusts, McLaughlin, Piven, Vogel Industrial
Trust Series II, McLaughlin, Piven, Vogel Technology Trust Series II, and The
Pinnacle Trust Large Cap Series III.
ERNST & YOUNG LLP
New York, New York
July __, 1999
843753.1
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