As filed with the Securities and Exchange Commission on October 5, 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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<TABLE>
<S> <C> <C>
A. EXACT NAME OF TRUST:
McLaughlin, Piven, Vogel Family of Trusts, Industrial Trust Series III and Technology Trust 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
</TABLE>
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of McLaughlin, Piven, Vogel Family of
Trusts, Industrial Trust Series III and Technology Trust 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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880224.1
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Subject to Completion Dated October 5, 1999
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MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS
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INDUSTRIAL TRUST SERIES III
AND
TECHNOLOGY TRUST SERIES III
The final prospectuses for the McLaughlin, Piven, Vogel Family of Trusts,
Industrial Trust Series II and Technology Trust Series II are hereby
incorporated by reference and used as a preliminary prospectus for McLaughlin,
Piven, Vogel Family of Trusts, Industrial Trust Series III and Technology Trust
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 OCTOBER , 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.
880224.1
<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,
Industrial Trust Series III and Technology Trust 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, Industrial Trust
Series II and Technology Trust Series II (Registration No.
333-80211)
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
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* To be filed by amendment.
880224.1
<PAGE>
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).
880224.1
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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, Industrial Trust Series
III and Technology Trust 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 5th day of October, 1999.
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS,
INDUSTRIAL TRUST SERIES III
TECHNOLOGY TRUST SERIES III
(Registrant)
McLAUGHLIN, PIVEN, VOGEL SECURITIES, INC.
(Depositor)
By /s/ ALLAN M. VOGEL
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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.
<TABLE>
<CAPTION>
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
October 5, 1999
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.
880224.1
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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, Industrial Trust Series
III and Technology Trust 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 5th day of October 1999.
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS,
INDUSTRIAL TRUST SERIES III
TECHNOLOGY TRUST 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.
<TABLE>
<CAPTION>
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
PETER J. DEMARCO Executive Vice President October 5, 1999
RICHARD I. WEINER Vice President
By /s/ PETER J. DEMARCO
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BERNADETTE N. FINN Vice President Peter J. DeMarco
as Executive Vice President
LORRAINE C. HYSLER Secretary and Attorney-In-Fact*
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.
880224.1
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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 October __, 1999, in this Registration Statement (Form S-6 No. 333-______)
of McLaughlin, Piven, Vogel Family of Trusts, Industrial Trust Series III and
Technology Trust Series III.
ERNST & YOUNG LLP
New York, New York
October __, 1999
880224.1
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