As filed with the Securities and Exchange Commission on April 7, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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:
Schwab Trusts, Schwab Ten Trust, 2000 Series B
B. NAME OF DEPOSITORS:
Charles Schwab & Co., Inc. ING Funds Distributor, Inc.
C. COMPLETE ADDRESS OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
Charles Schwab & Co., Inc. ING Funds Distributor, Inc.
101 Montgomery Street 1475 Dunwoody Drive
San Francisco, California 94104 West Chester, Pennsylvania 19380
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
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COPY TO:
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FRANCES COLE, ESQ. PETER J. DEMARCO MICHAEL R. ROSELLA, Esq.
Charles Schwab & Co., Inc. ING Funds Distributor, Inc. Battle Fowler LLP
101 Montgomery Street 1475 Dunwoody Drive 75 East 55th Street
San Francisco, California 94104 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 Schwab Trusts, Schwab Ten Trust, 2000
Series B is 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 each date as the
Commission, acting pursuant to said Section 8(a), may determine.
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717909.1
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Subject to Completion, Dated April 7, 2000
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Charles Schwab
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SCHWAB TRUSTS
SCHWAB TEN TRUST, 2000 SERIES B
The final prospectus for a prior Series of Schwab Trusts, Schwab Ten
Trust is hereby incorporated by reference and used as a preliminary prospectus
for Schwab Trusts, Schwab Ten Trust, 2000 Series B. 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 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 now 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
underwriters who will be informed fo 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 Sponsors of the Trust will be
Charles Schwab & Co., Inc. and ING Funds Distributor, Inc., as successor to
Reich & Tang Distributors, 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 MAY , 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 the securities and it is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
662778.1
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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 $12,000,000.
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 Amendment No. 2 to the Registration
Statement of Schwab Trusts, Schwab Ten Trust, 1997 Series A).
The Prospectus consisting of pages.
Undertakings.
Signatures.
Listed below is the name and registration number of the previous series
of Schwab Trusts, the final prospectus of which properly supplemented, might be
used as preliminary prospectuses for Schwab Trusts, Schwab Ten Trust, 2000
Series A. These final prospectuses are incorporated herein by reference.
Schwab Trusts, Schwab Ten Trust, 1999 Series A
(Registration No. 333-72997)
Schwab Trusts, Schwab Ten Trust, 1999 Series B
(Registration No. 333-81611)
Schwab Trusts, Schwab Ten Trust, 2000 Series A
(Registration No. 333-92261)
Written consents of the following persons:
Battle Fowler LLP (included in Exhibit 3.1)
Ernst & Young LLP
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The following exhibits:
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*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.
99.1.3.5 -- Restated Articles of Incorporation of Charles Schwab & Co., Inc (filed as Exhibit 1.3.5 to Amendment
No. 2 to Form S-6 Registration Statement No. 333-31133 of Schwab Trusts, Schwab Ten Trust, 1997
Series A on November 4, 1997 and incorporated herein by reference).
99.1.3.6 -- Certificate of Amendment of Articles of Incorporation of Charles Schwab & Co., Inc (filed as Exhibit
1.3.6 to Amendment No. 2 to Form S-6 Registration Statement No. 333-31133 of Schwab Trusts, Schwab
Ten Trust, 1997 Series A on November 4, 1997 and incorporated herein by reference).
99.1.3.7 -- Amended and Restated Bylaws of Charles Schwab & Co., Inc (filed as Exhibit 1.3.7 to Amendment No. 2
to Form S-6 Registration Statement No. 333-31133 of Schwab Trusts, Schwab Ten Trust, 1997 Series A
on November 4, 1997 and incorporated herein by reference).
99.1.3.8 -- 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).
99.1.3.9. -- 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.
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* To be filed by Amendment.
717909.1
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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).
99.6.1 -- Powers of Attorney of Charles Schwab & Co., Inc., the Depositor, by its officers and a majority of its
Directors (filed as Exhibit 6.1 to Form S-6 Registration Statement No. 333-31133 of Schwab Trusts,
Schwab Strategic Ten Trust, 1997 Series A on July 11, 1997 and incorporated herein by reference).
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717909.1
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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, Schwab Trusts, Schwab Ten Trust, 2000 Series B, 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 7th day of
April, 2000.
SCHWAB TRUSTS, SCHWAB
TEN TRUST, 2000 SERIES B
(Registrant)
CHARLES SCHWAB & CO., INC.
(Depositor)
By /s/ JIM WHITE
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Jim White
(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 Charles
Schwab & Co., Inc., the Depositor, in the capacities and on the dates indicated.
Name Title Date
DAVID POTTRUCK Chief Executive Officer and Director
STEVEN SCHEID Chief Financial Officer and Director
CHARLES R. SCHWAB Director April 7, 2000
By /s/ JIM WHITE
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Jim White
Attorney-In-Fact*
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* Executed copies of Powers of Attorney were filed as Exhibit 6.1 to
Registration Statement No. 333-31133 on July 11, 1997.
717909.1
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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, Schwab Trusts, Schwab Ten Trust, 2000 Series B, 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 7th day of
April, 2000.
SCHWAB TRUSTS, SCHWAB
TEN TRUST, 2000 SERIES B
(Registrant)
ING FUNDS DISTRIBUTOR, INC.
(Depositor)
By /s/ PETER J. DeMARCO
-----------------------------
Peter J. DeMarco
(Authorized Signator)
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the 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 7, 2000
By /s/ PETER J. DeMARCO
------------------------
Peter J. DeMarco
Attorney-In-Fact*
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* An executed copy of the Powers of Attorney was filed as Exhibit 99.6.0 to
Form S-6 Registration Statement No. 333-31048 on February 24, 2000.
717909.1
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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________, 2000, in this Registration Statement (Form S-6 No. 333-_______)
of Schwab Trusts, Schwab Ten Trust, 2000 Series B.
New York, New York
_______, 2000 ERNST & YOUNG LLP
717909.1
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