AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 30, 2000
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-6
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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:
TAX EXEMPT SECURITIES TRUST, NEW JERSEY TRUST 146
(A UNIT INVESTMENT TRUST)
B. NAME OF DEPOSITOR: SALOMON SMITH BARNEY INC.
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
SALOMON SMITH BARNEY INC.
388 GREENWICH STREET, 23RD FLOOR
NEW YORK, NY 10013
D. NAMES AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY OF COMMENTS TO:
LAURIE HESSLEIN MICHAEL R. ROSELLA, ESQ.
Salomon Smith Barney Inc. Paul, Hastings, Janofsky
7 World Trade Center & Walker LLP
New York, New York 10048 399 Park Avenue
New York, New York 10022
(212) 318-6800
E. TITLE 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. APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the acquisition and deposit the
underlying obligations.
The registrant hereby amends this 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.
762076.1
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SUBJECT TO COMPLETION, PROSPECTUS DATED AUGUST 30, 2000
TAX EXEMPT SECURITIES TRUST
NEW JERSEY TRUST 146
(A UNIT INVESTMENT TRUST)
A final prospectus for a prior Series of Tax Exempt Securities Trust is
hereby incorporated by reference and used as a preliminary prospectus for Tax
Exempt Securities Trust Series, New Jersey Trust 146. 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.
Although the previous prospectus includes the specific trusts indicated therein,
the specific trusts included with this new Trust when deposited will differ from
such previous trusts. 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 Trusts should be considered as
being included for informational purposes only. The estimated current return and
long-term return for the Trust will depend on the interest rates and offering
side evaluation of the securities in the Trust and may vary materially from
those of previous trusts. 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.
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 these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
762076.1
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Part II
ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS
A. The following information relating to the Depositor is incorporated
by reference to the SEC filings indicated and made a part of this Registration
Statement.
<TABLE>
SEC FILE OR
IDENTIFICATION NO.
<S> <C> <C>
I. Bonding Arrangements and Date of Organization of the Depositor filed
pursuant to Items A and B of Part II of the Registration Statement on
Form S-6 under the Securities Act of 1933:
Smith Barney Inc. 2-55436
II. Information as to Officers and Directors of the Depositor filed
pursuant to Schedules A and D of Form BD under Rules 15b1-1 and
15b3-1 of the Securities Exchange Act of 1934:
Smith Barney Inc. 8-8177
III. Charter documents of the Depositor filed as Exhibits to the
Registration Statement on Form S- 6 under the Securities Act of
1933 (Charter, ByLaws):
33-65332, 33-36037
Smith Barney Inc.
B. The Internal Revenue Service Employer Identification Numbers of the
Sponsor and Trustee are as follows:
Salomon Smith Barney Inc. 13-1912900
The Chase Manhattan Bank 13-4994650
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</TABLE>
Supplemented final prospectuses from the following Series of Tax Exempt
Securities Trust (all of which are incorporated herein by reference) may be used
as preliminary prospectuses for this Series: Tax Exempt Securities Trust, New
Jersey Trust 144 (Reg. No. 333-35006); and New Jersey Trust 145 (Reg. No.
333-35010).
762076.1
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CONTENTS OF REGISTRATION STATEMENT
The Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference to the
Cross-Reference Sheet to the Registration Statement of Tax Exempt
Securities Trust, Series 384, 1933 Act File No. 33-50915).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
The undertaking to file reports.
The signatures.
*Consent of Independent Auditors.
The following exhibits:
1.1 -- Form of Trust Indenture and Agreement (incorporate
by reference to Exhibit 4.a to the Registration
Statement of Tax Exempt Securities Trust, Series 265,
1933 Act File No. 33-15123).
1.1.1 -- Form of Reference Agreement Trust (incorporated by
reference to Exhibit 1.1.1 of Tax Exempt Securities
Trust, National Trust 208, 1933 Act File No.
33-58591).
1.2 -- Form of Agreement Among Underwriters (incorporated by
reference to Exhibit 99 to the Registration Statement
of Tax Exempt Securities Trust, Series 384, 1933 Act
File No. 33-50915).
2.1 -- Form of Certificate of Beneficial Interest (included
in Exhibit 1.1).
*3.1 -- Opinion of counsel as to the legality of the
securities being issued including their consent to
the use of their names under the headings "Taxes" and
"Miscellaneous - Legal Opinion" in the Prospectus.
*4.1 -- Consent of the Evaluator.
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* To be filed with Amendment to Registration Statement.
762076.1
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE
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 30TH DAY OF
AUGUST, 2000.
Signatures appear on page II-4.
A majority of the members of the Board of Directors of Salomon Smith
Barney Inc. has signed this Registration Statement or Amendment to the
Registration Statement pursuant to Powers of Attorney authorizing the person
signing this Registration Statement or Amendment to the Registration Statement
to do so on behalf of such members.
762076.1
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SALOMON SMITH BARNEY INC.
DEPOSITOR
By the following persons, who
constitute a majority of the
Board of Directors of Salomon Smith
Barney Inc.:
MICHAEL A. CARPENTER
DERYCK C. MAUGHAN
By: /s/GINA LEMON
(As authorized signatory for
Salomon Smith Barney Inc. and
Attorney-in-Fact* for the persons listed above)
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* Powers of Attorney filed as exhibits to Registration Statement
Nos. 333-62533 and 333-66875.
762076.1
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