As filed with the Securities and Exchange Commission on April 5, 2000
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
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A. EXACT NAME OF TRUST:
The Pinnacle Family of Trusts, Industrial Trust Series V and Technology
Trust Series V
B. NAME OF DEPOSITOR:
ING Funds Distributor, Inc.
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
ING Funds Distributor, Inc.
1475 Dunwoody Drive
West Chester, Pennsylvania 19380
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY OF COMMENTS TO:
PETER J. DEMARCO MICHAEL R. ROSELLA, Esq.
ING Funds Distributor, Inc. Battle Fowler LLP
1475 Dunwoody Drive 75 East 55th Street
West Chester, Pennsylvania 19380 New York, New York 10022
(212) 856-6858
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of The Pinnacle Family of Trusts,
Industrial Trust Series V and Technology Trust Series V 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.
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.
936973.1
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Subject to Completion Dated April 5, 2000
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THE PINNACLE FAMILY OF TRUSTS
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INDUSTRIAL TRUST SERIES V
AND
TECHNOLOGY TRUST SERIES V
The final prospectuses for The Pinnacle Family of Trusts, Industrial Trust
Series IV and Technology Trust Series IV are hereby incorporated by reference
and used as a preliminary prospectus for The Pinnacle Family of Trusts,
Industrial Trust Series V and Technology Trust Series V. 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. The Sponsor of
the Trusts will be ING Funds Distributor, Inc.
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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 APRIL , 2000
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.
936973.1
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PART II-- ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM A -- BONDING ARRANGEMENTS
The employees of ING Funds Distributor, Inc. are covered under Brokers'
Blanket Policy, Standard Form 14, in the amount of $2,000,000.
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 The Pinnacle Family of Trusts, Industrial
Trust Series V and Technology Trust Series V. These final prospectuses
are incorporated herein by reference.
McLaughlin, Piven, Vogel Family of Trusts, Industrial Trust
Series II and Technology Trust Series II (Registration No.
333-80211) McLaughlin, Piven, Vogel Family of Trusts,
Industrial Trust Series III and Technology Trust Series III
(Registration No. 333-88495) The Pinnacle Family of Trusts,
Industrial Trust Series IV and Technology Trust Series IV
(Registration No. 333-94109)
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
99.1.1.1 to Amendment No. 2 to Form S-6 Registration
Statement No. 333-31048 on March 28, 2000 and
incorporated herein by reference).
99.1.3.5 -- Articles of Incorporation and Articles of Amendment of
ING Funds Distributor, Inc. (filed as Exhibit
99.1.3.5 to Amendment No. 2 to Form S-6 Registration
Statement No. 333-31048 on March 28, 2000 and
incorporated herein by reference).
99.1.3.6 -- By-Laws of ING Funds Distributor, Inc. (filed as Exhibit
99.1.3.6 to Amendment No. 2 to Form S-6 Registration
Statement No. 333-31048 on March 28, 2000 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 ING Funds Distributor, Inc.,
the Depositor, by its officers and a majority of its
Directors (filed as Exhibit 99.6.0 to Form S-6
Registration No. 333-31048 of The Pinnacle Family of
Trusts, Internet Trust Series I on February 24, 2000
and incorporated herein by reference).
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* To be filed by amendment
936973.1
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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, The Pinnacle Family of Trusts, Industrial Trust Series V and
Technology Trust Series V 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 April, 2000.
THE PINNACLE FAMILY OF TRUSTS,
INDUSTRIAL TRUST SERIES V
TECHNOLOGY TRUST SERIES V
(Registrant)
ING FUNDS DISTRIBUTOR, INC.
(Depositor)
By /s/ PETER J. DEMARCO
--------------------------------
Peter J. DeMarco
Senior 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 ING Funds
Distributor, Inc., the Depositor, in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
JOHN J. PILEGGI Chief Executive Officer and Director
MITCHELL J. MELLEN President and Director
DONALD E. BROSTROM Chief Financial Officer, Treasurer and
Director
ERIC M. RUBIN Director
April 5, 2000
By /s/ PETER J. DEMARCO
Peter J. DeMarco
as Senior Vice President
and Attorney-In-Fact*
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* An executed copy of the Power of Attorney was filed as Exhibit 99.6.0 to
Form S-6 Registration Statement No. 333-31048 on February 24, 2000.
936973.1
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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 April
__, 2000, in this Registration Statement (Form S-6 No. 333-______) of The
Pinnacle Family of Trusts, Industrial Trust Series V and Technology Trust Series
V.
ERNST & YOUNG LLP
New York, New York
April ____, 2000
936973.1
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