As filed with the Securities and Exchange Commission on December 22, 2000
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:
Schwab Trusts, Schwab Ten Trust, 2001 Series A
B. NAME OF DEPOSITORS:
<TABLE>
<S> <C>
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
</TABLE>
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
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<S> <C> <C>
COPY TO:
KAREN ALUISE, ESQ. PETER J. DEMARCO MICHAEL R. ROSELLA, Esq.
Charles Schwab & Co., Inc. ING Funds Distributor, Inc. Paul, Hastings, Janofsky & Walker LLP
101 Montgomery Street 1475 Dunwoody Drive 399 Park Avenue
San Francisco, California 94104 West Chester, Pennsylvania 19380 New York, New York 10022
(212) 318-6000
</TABLE>
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Schwab Trusts, Schwab Ten Trust, 2001
Series A 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. 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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NY/296121.1
<PAGE>
Subject to Completion, Dated December 22, 2000
--------------------------------------------------------------------------------
Charles Schwab
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SCHWAB TRUSTS
SCHWAB TEN TRUST, 2001 SERIES A
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, 2001 Series A 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 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 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 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 FEBRUARY , 2001
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.
NY/296121.1
<PAGE>
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, 2000 Series A
(Registration No. 333-92261)
Schwab Trusts, Schwab Ten Trust, 2000 Series B
(Registration No. 333-34332)
Schwab Trusts, Schwab Ten Trust, 2000 Series C
(Registration No. 333-44236)
Written consents of the following persons:
Paul, Hastings, Janofsky & Walker 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. 333-34332 on May 16, 2000
and incorporated herein by reference).
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 Paul, Hastings, Janofsky & Walker 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.
-------- * To be filed by Amendment.
NY/296121.1
II-1
<PAGE>
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 herewith.
NY/296121.1
II-2
<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, Schwab Trusts, Schwab Ten Trust, 2001 Series A, 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
22nd day of December, 2000.
SCHWAB TRUSTS, SCHWAB
TEN TRUST, 2001 SERIES A
(Registrant)
CHARLES SCHWAB & CO., INC.
(Depositor)
By /s/ JANA THOMPSON
----------------------------
Jana Thompson
(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
---- ----- ----
CHRISTOPHER V. DODDS Executive Vice President and
Chief Financial Officer
DAVID S. POTTRUCK Chief Executive Officer and
Director
STEVEN L. SCHEID Director
CHARLES R. SCHWAB Chairman and Director
December 22, 2000
By /s/ JANA THOMPSON
----------------------------
Jana Thompson
Attorney-In-Fact*
--------
* Filed herewith.
NY/296121.1
II-3
<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, Schwab Trusts, Schwab Ten Trust, 2001 Series A, 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 22nd day
of December, 2000.
SCHWAB TRUSTS, SCHWAB
TEN TRUST, 2001 SERIES A
(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
---- ----- ----
DONALD E. BROSTROM Chief Financial Officer,
Treasurer and Director
ERIC M. RUBIN Director
December 22, 2000
By /s/ PETER J. DEMARCO
-----------------------
Peter J. DeMarco
Attorney-In-Fact*
--------
* Executed copies of Powers of Attorney were filed as Exhibit 99.6.0 to
Registration Statement No. 333-31048 on February 24, 2000.
NY/296121.1
II-4
<PAGE>
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________, 2001, in this Registration Statement (Form S-6 No. 333-_______)
of Schwab Trusts, Schwab Ten Trust, 2001 Series A.
New York, New York
_______, 2001 ERNST & YOUNG LLP
NY/296121.1
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