As filed with the Securities and Exchange Commission on April 19, 1994
Registration No. 2-62336
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 15
To
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
A. Exact name of trust: A CORPORATE TRUST, SERIES 1
B. Name of depositor: BEAR, STEARNS & CO. INC.
C. Complete address of depositor's principal executive office:
245 Park Avenue
New York, NY 10167
D. Name and complete address of agent for service:
PETER J. DeMARCO Copy of comments to:
Managing Director MICHAEL R. ROSELLA, ESQ.
Bear, Stearns & Co. Inc. Battle Fowler
245 Park Avenue 280 Park Avenue
New York, NY 10167 New York, NY 10017
(212) 856-6858
It is proposed that this filing become effective (check appropriate box)
/ / immediately upon filing pursuant to paragraph (b) of Rule 485
/ x / on April 29, 1994 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / on ( date ) pursuant to paragraph (a) of Rule 485
<PAGE>
A CORPORATE TRUST
SERIES 1
CROSS-REFERENCE SHEET
Pursuant to Rule 404 of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction as
to the Prospectus in Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. Organization and General Information
1. (a) Name of trust................... Front Cover of Prospectus
(b) Title of securities issued...... "
2. Name and address of each depositor.. The Sponsor
3. Name and address of trustee......... The Trustee
4. Name and address of principal
underwriters...................... The Sponsor
5. State of organization of trust...... Organization
6. Execution and termination of
trust agreement................... Trust Agreement, Amendment and
Termination
7. Changes of name..................... Not Applicable
8. Fiscal year......................... "
9. Litigation.......................... None
II. General Description of the Trust and Securities of the Trust
10. (a) Registered or bearer
securities...................... Certificates
(b) Cumulative or distributive
securities...................... Interest and Principal
Distributions
(c) Redemption...................... Trustee Redemption
(d) Conversion, transfer, etc....... Certificates, Sponsor
Repurchase,
Trustee Redemption, Exchange
Privilege and Conversion Offer
(e) Periodic payment plan........... Not Applicable
(f) Voting rights................... Trust Agreement, Amendment and
Termination
(g) Notice to certificateholders.... Records, Portfolio, Trust
Agreement,
Amendment and Termination, The
Sponsor, The Trustee
(h) Consents required............... Trust Agreement, Amendment and
Termination
(i) Other provisions................ Tax Status
11. Type of securities
comprising units.................. Objectives, Portfolio,
Description
of Portfolio
12. Certain information regarding
periodic payment certificates..... Not Applicable
13. (a) Load, fees, expenses, etc....... Summary of Essential
Information,
Offering Price, Volume and
Other
Discounts, Sponsor's and
Underwriters' Profits, Total
Reinvestment Plan, Trust
Expenses
and Charges
(b) Certain information regarding
periodic payment certificates... Not Applicable
(c) Certain percentages............. Summary of Essential
Information,
Offering Price, Total
Reinvestment
Plan
(d) Price differences............... Volume and Other Discounts
(e) Other loads, fees, expenses..... Certificates
(f) Certain profits receivable
by depositors, principal
underwriters, trustee or
affiliated persons.............. Sponsor's and Underwriters'
Profits
(g) Ratio of annual charges
to income....................... Not Applicable
14. Issuance of trust's securities...... Organization, Certificates
15. Receipt and handling of payments
from purchasers................... Organization
16. Acquisition and disposition of
underlying securities............. Organization, Objectives,
Portfolio,
Portfolio Supervision
17. Withdrawal or redemption............ Comparison of Public Offering
Price,
Sponsor's Repurchase Price and
Redemption Price, Sponsor
Repurchase, Trustee Redemption
18. (a) Receipt, custody and
disposition of income........... Distribution Elections, Interest
and
Principal Distributions,
Records,
Total Reinvestment Plan
(b) Reinvestment of distributions... Total Reinvestment Plan
(c) Reserves or special funds....... Interest and Principal
Distributions
(d) Schedule of distributions....... Not Applicable
19. Records, accounts and reports....... Records, Total Reinvestment Plan
20. Certain miscellaneous provisions
of trust agreement................ Trust Agreement, Amendment and
Termination
(a) Amendment....................... "
(b) Termination..................... "
(c) and (d) Trustee, removal and
successor....................... The Trustee
(e) and (f) Depositor, removal
and successor................... The Sponsor
21. Loans to security holders........... Not Applicable
22. Limitations on liability............ The Sponsor, The Trustee,
The Evaluator
23. Bonding arrangements................ Part II--Item A
24. Other material provisions
of trust agreement................ Not Applicable
III. Organization, Personnel and Affiliated Persons of Depositor
25. Organization of depositor........... The Sponsor
26. Fees received by depositor.......... Not Applicable
27. Business of depositor............... The Sponsor
28. Certain information as to
officials and affiliated
persons of depositor.............. Part II--Item C
29. Voting securities of depositor...... Not Applicable
30. Persons controlling depositor....... "
31. Payments by depositor for certain
services rendered to trust........ "
32. Payment by depositor for certain
other services rendered to trust.. "
33. Remuneration of employees of
depositor for certain services
rendered to trust................... "
34. Remuneration of other persons for
certain services rendered to trust.. "
IV. Distribution and Redemption of Securities
35. Distribution of trust's
securities by states.............. Distribution of Units
36. Suspension of sales of
trust's securities................ Not Applicable
37. Revocation of authority
to distribute..................... "
38. (a) Method of distribution.......... Distribution of Units, Total
Reinvestment Plan
(b) Underwriting agreements......... "
(c) Selling agreements.............. "
39. (a) Organization of principal
underwriters.................... The Sponsor
(b) N.A.S.D. membership of
principal underwriters.......... "
40. Certain fees received by
principal underwriters............ Not Applicable
41. (a) Business of principal
underwriters.................... The Sponsor
(b) Branch offices of principal
underwriters.................... Not Applicable
(c) Salesmen of principal
underwriters.................... "
42. Ownership of trust's
securities by certain persons..... "
43. Certain brokerage commissions
received by principal
underwriters...................... "
44. (a) Method of valuation............. Summary of Essential
Information,
Offering Price, Accrued
Interest,
Volume and Other Discounts,
Total Reinvestment Plan,
Distribution of Units
(b) Schedule as to offering price... Not Applicable
(c) Variation in offering price
to certain persons.............. Distribution of Units, Total
Reinvestment Plan, Volume and
Other Discounts
45. Suspension of redemption rights..... Trustee Redemption
46. (a) Redemption valuation............ Comparison of Public Offering
Price,
Sponsor's Repurchase Price and
Redemption Price, Trustee
Redemption
(b) Schedule as to
redemption price................ Not Applicable
47. Maintenance of position in
underlying securities............. Comparison of Public Offering
Price,
Sponsor's Repurchase Price and
Redemption Price, Sponsor
Repurchase, Trustee Redemption
V. Information Concerning the Trustee or Custodian
48. Organization and regulation
of trustee........................ The Trustee
49. Fees and expenses of trustee........ Trust Expenses and Charges
50. Trustee's lien...................... "
VI. Information Concerning Insurance of Holders of Securities
51. Insurance of holders of
trust's securities................ Not Applicable
VII. Policy of Registrant
52. (a) Provisions of trust agreement
with respect to selection or
elimination of underlying
securities...................... Objectives, Portfolio, Portfolio
Supervision
(b) Transactions involving
elimination of underlying
securities...................... Not Applicable
(c) Policy regarding substitution
or elimination of underlying
securities...................... Objectives, Portfolio, Portfolio
Supervision, Substitution of
Bonds
(d) Fundamental policy not
otherwise covered............... Not Applicable
53. Tax status of trust................. Tax Status
VIII. Financial and Statistical Information
54. Trust's securities during
last ten years.................... Not Applicable
55. Hypothetical account for issuers
of periodic payment plans......... "
56. Certain information regarding
periodic payment certificates..... "
57. Certain information regarding
periodic payment plans............ "
58. Certain other information
regarding periodic payment plans.. "
59. Financial Statements
(Instruction 1(c) to Form S-6)...... Statement of Financial Condition
<PAGE>
Note: Part A of This Prospectus May Not Be
Distributed Unless Accompanied by Part B.
A CORPORATE TRUST
SERIES 1
The Trust is a unit investment trust with an underlying
portfolio of taxable long-term corporate and government debt obligations
(the "Debt Obligations"). The principal objectives of the Trust are the
preservation of capital and the return of a high level of interest income
relative to prevailing interest rates on other similar investments on the
Date of Deposit. All of the Debt Obligations in the Trust were rated "A"
or better by Standard & Poor's Corporation, Moody's Investors Service,
Inc. or Fitch Investors Service, Inc. at the time originally deposited in
the Trust. The Sponsor is Bear, Stearns & Co. Inc. The value of the
Units of the Trust will fluctuate with the value of the underlying Bonds.
Minimum purchase: 1 Unit.
This Prospectus consists of two parts. Part A contains a
Summary of Essential Information as of December 31, 1993 (the "Evaluation
Date"), a summary of certain specific information regarding the Trust and
audited financial statements of the Trust, including the related
Portfolio, as of the Evaluation Date. Part B of this Prospectus contains
a general summary of the Trust.
Investors should retain both parts of this
Prospectus for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Prospectus Part A Dated April 29, 1994
<PAGE>
THE TRUST The Trust consists of a diversified portfolio of
$1,505,000 principal amount of long-term Debt Obligations which, on the
Date of Deposit, were rated "A" or better by Standard & Poor's
Corporation, Moody's Investors Service, Inc. or Fitch Investors Service,
Inc. or possessed, in the opinion of the Sponsor, similar credit
characteristics. For a discussion of the significance of such ratings,
see "Description of Bond Ratings" in Part B. The principal objectives of
the Trust are the return of a high level of current income and the
preservation of capital. The Sponsor, under certain circumstances
consistent with the Trust's objectives, may direct the Trustees to sell
certain of the Debt Obligations and reinvest the proceeds in substitute
Debt Obligations (see "Portfolio Supervision" in Part B). The payment of
interest and the preservation of capital are dependent upon the continuing
ability of the issuers of the Debt Obligations to meet their obligations,
and thus there can be no assurance that the Trust's investment objectives
will be achieved. Each Unit in the Trust represents a 1/3233rd undivided
interest in the principal and net income of the Trust in the ratio of one
Unit for each $1,000 principal amount of Debt Obligations deposited in the
Trust. (See "The Trust--Organization" in Part B of this Prospectus.) The
Units being offered hereby are issued and outstanding Units which have
been purchased by the Sponsor in the secondary market.
PUBLIC OFFERING PRICE The Public Offering Price of each Unit is
equal to the aggregate bid price of the Debt Obligations in the Trust
divided by the number of Units outstanding, plus a sales charge of 4.5% of
the Public Offering Price or 4.712% of the net amount invested in Debt
Obligations per Unit. In addition, accrued interest to the expected date
of settlement is added to the Public Offering Price. If Units had been
purchased on the Evaluation Date, the Public Offering Price per Unit would
have been $173.35 plus accrued interest of $19.26 under the monthly
distribution plan and $19.61 under the semi-annual distribution plan for a
total of $192.61 and $192.96, respectively. The Public Offering Price per
Unit can vary on a daily basis in accordance with fluctuations in the
prices of the Debt Obligations. (See "Public Offering" on page 11.)
ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN. The
rate of return on an investment in Units of the Trust is measured in terms
of "Estimated Current Return" and "Estimated Long Term Return".
Estimated Long Term Return is calculated by: (1) computing the
yield to maturity or to an earlier call date (whichever results in a lower
yield) for each Debt Obligation in the Trust's portfolio in accordance
with accepted debt obligation practices, which practices take into account
not only the interest payable on the Debt Obligation but also the
amortization of premiums or accretion of discounts, if any;
(2) calculating the average of the yields for the Debt Obligations in the
Trust's portfolio by weighing each Debt Obligation's yield by the market
value of the Debt Obligation and by the amount of time remaining to the
date to which the Debt Obligation is priced (thus creating an average
yield for the portfolio of the Trust); and (3) reducing the average yield
for the portfolio of the Trust in order to reflect estimated fees and
expenses of the Trust and the maximum sales charge paid by investors. The
resulting Estimated Long Term Return represents a measure of the return to
investors earned over the estimated life of the Trust. (For the Estimated
Long Term Return to Certificateholders under the monthly, semi-annual and
annual distribution plans, see "Summary of Essential Information".)
Estimated Current Return is a measure of the Trust's cash flow.
Estimated Current Return is computed by dividing the Estimated Net Annual
Interest Income per Unit by the Public Offering Price per Unit. In
contrast to the Estimated Long Term Return, the Estimated Current Return
does not take into account the amortization of premium or accretion of
discount, if any, on the Debt Obligations in the portfolio of the Trust.
Moreover, because interest rates on Debt Obligations purchased at a
premium are generally higher than current interest rates on newly issued
bonds of a similar type with comparable rating, the Estimated Current
Return per Unit may be affected adversely if such Debt Obligations are
redeemed prior to their maturity.
The Estimated Net Annual Interest Income per Unit of the Trust
will vary with changes in the fees and expenses of the Trustee and the
Evaluator applicable to the Trust and with the redemption, maturity, sale
or other disposition of the Debt Obligations in the Trust. The Public
Offering Price will vary with changes in the bid prices of the Debt
Obligations. Therefore, there is no assurance that the present Estimated
Current Return or Estimated Long Term Return will be realized in the
future. (For the Estimated Current Return to Certificateholders under the
monthly, semi-annual and annual distribution plans, see "Summary of
Essential Information". See "Estimated Long Term Return and Estimated
Current Return" in Part B of this Prospectus.)
A schedule of cash flow projections is available from the
Sponsor upon request.
DISTRIBUTIONS Distributions of interest income, less expenses,
will be made by the Trust either monthly or semi-annually depending upon
the plan of distribution applicable to the Unit purchased. A purchaser of
a Unit will initially receive distributions in accordance with the plan
selected by the prior owner and may thereafter change the plan as provided
in "Interest and Principal Distributions" in Part B. Distributions of
principal, if any, will be made semi-annually on June 15 and December 15
of each year. For estimated monthly and semi-annual distributions, see
"Summary of Essential Information".
MARKET FOR UNITS The Sponsor, although not obligated to do so,
presently maintains and intends to continue to maintain a market for the
Units at prices based upon the aggregate bid price of the Debt Obligations
in the portfolio of the Trust. The reoffer price is based on the
aggregate bid price of the Bonds plus a sales charge of 4.5% (4.712% of
the net amount invested) plus net accrued interest. If such a market is
not maintained, a Certificateholder will be able to redeem his Units with
the Trustee at a price based upon the aggregate bid price of the Debt
Obligations. (See "Sponsor Repurchase" and "Public Offering--Offering
Price" in Part B.)
TOTAL REINVESTMENT PLAN Certificateholders under the semi-
annual plan of distribution have the opportunity to have their regular
semi-annual interest distributions and principal distributions, if any,
reinvested in available series of "A Corporate Trust." (See "Total
Reinvestment Plan" in Part B. Residents of Texas see "Total Reinvestment
Plan for Texas Residents" in Part B.) The Plan is not designed to be a
complete investment program.
<PAGE>
A CORPORATE TRUST
SERIES 1
SUMMARY OF ESSENTIAL INFORMATION AS OF DECEMBER 31, 1993
Date of Deposit: October 20, 1978 Evaluation Time: 4:00 p.m.
Principal Amount of Bonds ...$530,000 New York Time.
Number of Units .............3,233 Minimum Principal Distribution:
Fractional Undivided Inter- $1.00 per Unit.
est in Trust per Unit .....1/3233 Weighted Average Life to
Principal Amount of Maturity:
Bonds per Unit ............$163.93 4.7 years.
Secondary Market Public Minimum Value of Trust:
Offering Price**
Aggregate Bid Price Trust may be terminated if
of Bonds in Trust .......$535,222+++ value of Trust is less than
Divided by 3,233 Units ....$165.55 $2,400,000 in principal amount
Plus Sales Charge of 4.5% of Bonds.
of Public Offering Price $7.80 Mandatory Termination Date:
Public Offering Price The earlier of the expiration
per Unit ................$173.35+ of 20 years after the death of
Redemption and Sponsor's the last survivor of 6 persons
Repurchase Price named in the Trust Agreement or
per Unit ..................$165.55+ the disposition of the last
+++ Debt Obligation in the Trust.
++++ Trustee***: The Bank of New
Excess of Secondary Market York.
Public Offering Price Trustee's Annual Fee: Monthly
over Redemption and plan $1.08 per $1,000; semi-
Sponsor's Repurchase annual plan $.60 per $1,000.
Price per Unit ............$7.80++++ Evaluator: Interactive Data
Difference between Public Services, Inc.
Offering Price per Unit Evaluator's Fee for Each
and Principal Amount per Evaluation: Minimum of $35
Unit Premium/(Discount) ...$9.42 plus $.25 per each issue of
Bonds in excess of 50 issues
(treating separate maturities
as separate issues).
Sponsor: Bear, Stearns & Co.
Inc.
PER UNIT INFORMATION BASED UPON INTEREST DISTRIBUTION PLAN
Monthly Semi-Annual Annual
Option Option Option
Gross annual interest income# .........$12.57 $12.57
Less estimated annual fees and
expenses ............................ 3.06 2.85
Estimated net annual interest ______ ______
income (cash)# ......................$ 9.51 $ 9.72
Estimated interest distribution# ...... .79 4.86
Estimated daily interest accrual# ..... .0264 .0270
Estimated current return#++ ........... 5.49% 5.61%
Estimated long term return++ .......... 1.67% 1.79%
Record dates .......................... 1st of Dec. 1 and
each month June 1
Interest distribution dates ........... 15th of Dec. 15 and
each month June 15
<PAGE>
* The Date of Deposit is the date on which the Trust Agreement was
signed and the deposit of debt obligations with the Trustees made.
** For information regarding offering price per unit and applicable
sales charge under the Total Reinvestment Plan, see "Total
Reinvestment Plan" in Part B.
*** The Trustee maintains its corporate trust office at 101 Barclay
Street, New York, New York 10286 (tel no.: 1-800-431-8002). For
information regarding redemption by the Trustee, see "Trustee
Redemption" in Part B of this Prospectus.
+ Plus accrued interest to the expected date of settlement
(approximately five business days after purchase) of $19.26 monthly
and $19.61 semi-annually.
++ The estimated current return and estimated long term return are
increased for transactions entitled to a discount (see "Employee
Discounts"), and are higher under the semi-annual option due to
lower Trustee's fees and expenses.
+++ Based solely upon the bid side evaluation of the underlying Debt
Obligations (including, where applicable, undistributed cash in the
principal account). Upon tender for redemption, the price to be
paid will be calculated as described under "Trustee Redemption" in
Part B of this Prospectus.
++++ See "Comparison of Public Offering Price, Sponsor's Repurchase Price
and Redemption Price" in Part B of this Prospectus.
<PAGE>
INFORMATION REGARDING THE TRUST
AS OF DECEMBER 31, 1993
Description of Portfolio
The portfolio of the Trust consists of 2 issues of Debt Obligations
of 2 issuers. Approximately 43.3% of the Debt Obligations are secured and
approximately 56.7% are unsecured. All of the unsecured Debt Obligations
represent senior unsecured indebtedness. One issue, representing
approximately 43.4% of the aggregate principal amount of Debt Obligations
is issued by an electric and gas utility. None are securities of foreign
issuers. As of the Evaluation Date, $530,000 of the Debt Obligations are
long-term corporate debt obligations. The Sponsor has not participated as
a sole underwriter, manager, co-manager, member of an underwriting
syndicate or agent in private placements from which any of the Debt
Obligations were acquired. For an explanation of the significance of
these factors, see "The Trust Portfolio" in Part B. None of the Bonds
have any equity or conversion features.
<PAGE>
FINANCIAL AND STATISTICAL INFORMATION
Selected data for each Unit outstanding for the periods listed below:
Distribu-
Distributions of tions of
Interest During the Principal
Period (per Unit) During
Net Asset * Semi- the
Units Out- Value Monthly Annual Period
Period Ended standing Per Unit Option Option (Per Unit)
December 31, 1991 3,583 $845.98 $74.79 $75.45
$ 69.15
December 31, 1992 3,416 460.99 46.30 46.88
385.25
December 31, 1993 3,233 171.71 19.01 19.33
284.56
* Net Asset Value per Unit is calculated by dividing net assets as
disclosed in the "Statement of Net Assets" by the number of Units
outstanding as of the date of the Statement of Net Assets. See
Note 5 of Notes to Financial Statements for a description of the
components of Net Assets.
<PAGE>
Independent Auditors' Report
The Sponsor, Trustee and Certificateholders
A Corporate Trust, Series 1:
We have audited the accompanying statement of net assets, including
the portfolio, of A Corporate Trust, Series 1 as of December 31,
1993, and the related statements of operations and changes in net
assets for each of the years in the three year period then ended.
These financial statements are the responsibility of the Trustee
(see note 2). Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1993, by
correspondence with the Trustee. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of A
Corporate Trust, Series 1 as of December 31, 1993, and the results
of its operations and the changes in its net assets for each of the
years in the three year period then ended in conformity with
generally accepted accounting principles.
KPMG Peat Marwick
New York, New York
March 31, 1994
<PAGE>
Statement of Net Assets
December 31, 1993
Investments in marketable securities,
at market value (cost$449,637) $ 535,202
Excess of other assets over other liabilities 19,921
--------
Net assets (3,233 units of fractional undivided
interest outstanding, $171.71 per unit) $ 555,123
========
See accompanying notes to financial statements.
<PAGE>
<TABLE>
Statements of Operations
Years ended December 31,
<CAPTION>
---------- --------- ---------
1993 1992 1991
---------- --------- ---------
<S> <C> <C> <C>
Investment income - interest $ 66,971 163,744 296,304
---------- --------- ---------
Expenses:
Trustee's fees 8,619 12,748 11,813
Evaluator's fees 5,278 5,930 1,725
---------- --------- ---------
Total expenses 13,897 18,678 13,538
---------- --------- ---------
Investment income, net 53,074 145,066 282,766
---------- --------- ---------
Realized and unrealized gain
(loss) on investments:
Net realized gain
on bonds sold or called 147,294 64,318 18,475
Unrealized appreciation
(depreciation) for the year (150,437) (46,921) 214,239
---------- --------- ---------
Net gain (loss)
on investments (3,143) 17,397 232,714
---------- --------- ---------
Net increase in net
assets resulting
from operations $ 49,931 162,463 515,480
========== ========= =========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
Statements of Changes in Net Assets
<CAPTION>
Years ended December 31,
------------ ------------ -----------
1993 1992 1991
------------ ------------ -----------
<S> <C> <C> <C>
Operations:
Investment income, net $ 53,074 145,066 282,766
Net realized gain
on bonds sold or called 147,294 64,318 18,475
Unrealized appreciation
(depreciation) for the year (150,437) (46,921) 214,239
------------ ------------ -----------
Net increase in net
assets resulting
from operations 49,931 162,463 515,480
------------ ------------ -----------
Distributions to Cerficateholders:
Investment income 63,244 161,985 285,991
Principal 934,645 1,347,342 250,046
Redemptions:
Interest 3,855 3,939 12,322
Principal 67,791 105,619 294,287
------------ ------------ -----------
Total distributions
and redemptions 1,069,535 1,618,885 842,646
------------ ------------ -----------
Total decrease (1,019,604) (1,456,422) (327,166)
Net assets at beginning of year 1,574,727 3,031,149 3,358,315
------------ ------------ -----------
Net assets at end of year (including
undistributed net investment
income of $19,761, $33,786
and $54,644, respectively) $ 555,123 1,574,727 3,031,149
============ ============ ===========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
A CORPORATE TRUST, SERIES 1
Notes to Financial Statements
December 31, 1993, 1992 and 1991
(1) Organization
A Corporate Trust, Series 1 (Trust) was organized on October 20, 1978
by Bear, Stearns & Co. Inc. (Sponsor) under the laws of the State of
New York by a Trust Indenture and Agreement, and is registered under
the Investment Company Act of 1940.
(2) Summary of Significant Accounting Policies
The Bank of New York (Trustee) has custody of and responsibility for
the accounting records and financial statements of the Trust and is
responsible for establishing and maintaining a system of internal
control related thereto.
The Trustee is also responsible for all estimates of expenses and
accruals reflected in the Trust's financial statements. The
accompanying financial statements have been adjusted to record the
unrealized appreciation (depreciation) of investments and to record
interest income and expenses on the accrual basis.
Investments are carried at market value which is determined by either
Standard & Poor's Corporation or Moody's Investors Service, Inc.
(Evaluator) as discussed in Footnotes to Portfolio. The market value
of the investments is based upon the bid prices for the bonds at the
end of the year, except that the market value on the date of deposit
represents the cost to each state Trust based on the offering prices
for investments at that date. The difference between cost and market
value is reflected as unrealized appreciation (depreciation) of
investments. Securities transactions are recorded on the trade date.
Realized gains (losses) from securities transactions are determined
on the basis of average cost of the securities sold or redeemed.
(3) Income Taxes
The Trust is not subject to Federal income taxes as provided for by
the Internal Revenue Code.
(4) Trust Administration
The fees and expenses of the Trust are incurred and paid on the basis
set forth under "Trust Expenses and Charges" in Part B of this
Prospectus.
The Trust Indenture and Agreement provides for interest distributions
as often as monthly (depending upon the distribution plan elected by
the Certificateholders).
The Trust Indenture and Agreement further requires that principal
received from the disposition of bonds, other than those bonds sold
in connection with the redemption of units, be distributed to
Certificateholders.
See "Financial and Statistical Information" in Part A of this
Prospectus for the amounts of per unit distributions during the years
ended December 31, 1993, 1992 and 1991.
The Trust Indenture and Agreement also requires the Trust to redeem
units tendered. 183, 167 and 338 units were redeemed during the years
ended December 31, 1993, 1992 and 1991, respectively.
(5) Net Assets
At December 31, 1993, the net assets of the Trust represented the
interest of Certificateholders as follows:
Original cost to Certificateholders $ 6,163,655
Less initial gross underwriting commission (277,380)
5,886,275
Cost of securities sold or called (5,436,638)
Net unrealized appreciation 85,565
Undistributed net investment income 19,761
Undistributed proceeds from bonds sold or called 160
Total $ 555,123
The original cost to Certificateholders, less the initial gross
underwriting commission, represents the aggregate initial public
offering price net of the applicable sales charge on 6,000 units
of fractional undivided interest of the Trust as of the date of
deposit.
<PAGE>
<TABLE>
A CORPORATE TRUST, SERIES 1
<CAPTION>
Port- Aggregate Coupon Rate/ Redemption Feature
folio Principal Name of Issuer Ratings Date(s) of _ S.F.--Sinking_Fund MarKet
No. Amount and Title of Bonds (1) Maturity(2) Ref. --Refunding (2)(6) Value(3)
- ----- --------- ---------------------- ------- ----------- ---------------------- ---------
<S> <C> <C> <C> <C> <C> <C>
1 $ 300,000 NCNB Corporation, A 8.375% Currently @ 100 S.F. $ 302,093
Sinking Fund 3/01/1999 3/01/93 @ 100.809 Ref.
Debentures
2 230,000 Ohio Power Company, A- 6.750 Currently @ 101.09 S.F. 233,109
First Mortgage Bonds 3/01/1998 3/01/94 @ 100.899 Ref.
--------- --------
$ 530,000 $ 535,202
========= ========
See accompanying footnotes to portfolio and notes to financial statements.
</TABLE>
<PAGE>
A CORPORATE TRUST, SERIES 1
Footnotes to Portfolio
December 31, 1993
(1) All ratings are by Standard & Poor's Corporation, except for those
identified by an asterisk (*) which are by Moody's Investors Service,
Inc. A brief description of the ratings symbols and their meanings
is set forth under "Description of Bond Ratings" in Part B of this
Prospectus.
(2) See "The Trust - Portfolio" in Part B of this Prospectus for an
explanation of redemption features. See "Tax Status" in Part B of
this Prospectus for a statement of the Federal tax consequences to a
Certificateholder upon the sale, redemption or maturity of a bond.
(3) At December 31, 1993, the net unrealized appreciation of all the
bonds was comprised of gross unrealized appreciation of $85,565.
(4) The annual interest income, based upon held at December 31,
1993, to the Trust is $40,650.
(5) Bonds sold or called after December 31, 1993 are noted in a
footnote "Changes in Trust Portfolio" under "Description of
Portfolio" in Part A of this Prospectus.
(6) The Bonds may also be subject to other calls, which may be
permitted or required by events which cannot be predicted (such as
destruction, condemnation, termination of a contract, or receipt of
excess or unanticipated revenues).
<PAGE>
Note: Part B of This Prospectus May Not Be Distributed
Unless Accompanied by Part A.
Please Read and Retain Both Parts of
this Prospectus for Future Reference
A CORPORATE TRUST
Prospectus Part B
Dated: April 29, 1994
THE TRUST
Organization
"A Corporate Trust" (the "Trust") is a "unit investment trust"
created under the laws of the Commonwealth of Massachusetts pursuant to a
Trust Indenture and Agreement* (the "Trust Agreement"), dated the Date of
Deposit, among Bear, Stearns & Co. Inc., as Sponsor, The Bank of New York,
Wall Street Trust Division, as Trustee, and Interactive Data Services,
Inc., as Evaluator.
* References in this Prospectus to the Trust Agreement are qualified
in their entirety by the Trust Indenture and Agreement which is
incorporated herein by reference.
<PAGE>
On the Date of Deposit the Sponsor deposited with the Trustee
long-term corporate and government debt obligations, including delivery
statements relating to contracts for the purchase of certain such
obligations (the "Debt Obligations") and cash or an irrevocable letter of
credit issued by a major commercial bank in the amount required for such
purchases. Thereafter, the Trustee, in exchange for the Debt Obligations
so deposited, delivered to the Sponsor the Certificates evidencing the
ownership of all Units of the Trust.
Each "Unit" outstanding on the Evaluation Date represented an
undivided interest or pro rata share in the principal and interest of the
Trust in the ratio of one Unit for each $1,000 principal amount of Debt
Obligations deposited in the Trust. To the extent that any Units are
redeemed by the Trustee, the fractional undivided interest or pro rata
share in the Trust represented by each unredeemed Unit will increase,
although the actual interest in the Trust represented by such fraction
will remain unchanged. Units will remain outstanding until redeemed upon
tender to the Trustee by Certificateholders, which may include the
Sponsor, or until the termination of the Trust Agreement.
Objectives
The Trust offers investors the opportunity to participate in a
portfolio of long-term taxable Debt Obligations with a greater
diversification than they might be able to acquire themselves. The
principal objectives of the Trust are preservation of capital and a high
level of interest income relative to prevailing interest rates on other
similar investments on the Date of Deposit. Investors should be aware
that there is no assurance the Trust's objectives will be achieved as
these objectives are dependent on the continuing ability of the issuers of
the Debt Obligations to meet their interest and principal payment
requirements, and on the market value of the Debt Obligations, which can
be affected by fluctuations in interest rates and other factors.
Since disposition of Units prior to final liquidation of the
Trust may result in an investor receiving less than the amount paid for
such Units (see "Comparison of Public Offering Price and Redemption
Price"), the purchase of a Unit should be looked upon as a long-term
investment. The Trust is not designed to be a complete investment
program.
Portfolio
All of the Debt Obligations in the Trust were rated "A" or
better by Standard & Poor's Corporation or Moody's Investors Service, Inc.
at the time originally deposited in the Trust. For a list of the ratings
of each Bond on the Evaluation Date, see "Portfolio" in Part A.
For information regarding (i) the number of issues in the
Trust, (ii) the range of fixed maturities of the Debt Obligations,
(iii) the number of issues payable from the income of a specific project
or authority and (iv) the number of issues constituting general
obligations of a government entity, see "Information Regarding the Trust"
and "Description of Portfolio" in Part A of this Prospectus.
When selecting Debt Obligations for the Trust, the following
factors, among others, were considered by the Sponsor on the Date of
Deposit: (a) the quality of the Debt Obligations and whether such Debt
Obligations were rated "A" or better by either Standard & Poor's
Corporation, Moody's Investors Service, Inc., or Fitch Investors Service,
Inc., or had, in the opinion of the Sponsor, similar credit
characteristics, (b) the yield and price of the Debt Obligations relative
to other debt securities of comparable quality and maturity, (c) income to
the Certificateholders of the Trust and (d) the diversification of the
Trust Portfolio, taking into account the availability in the market of
issues in various industry classifications which meet the Trust's quality,
rating, yield and price criteria. Subsequent to the Evaluation Date, a
Debt Obligation may cease to be rated or its rating may be reduced below
that specified above. Neither event requires an elimination of such Debt
Obligation from the Trust but may be considered in the Sponsor's
determination to direct the Trustees to dispose of the Debt Obligation.
For an interpretation of the Debt Obligation ratings see "Description of
Debt Obligation Ratings." See "Portfolio Supervision" for a summary of
the factors considered in selecting substitute Debt Obligations.
Corporate debt obligations generally consist of bonds,
debentures, notes or other straight debt obligations with fixed final
maturity dates and, as used in this Prospectus, include taxable
obligations issued or guaranteed by the United States or foreign
governments, or political subdivisions thereof. These obligations
represent a liability of the issuer with respect to the payment of both
interest and principal. Corporate debt obligations enjoy a seniority in
right of payment over all equity securities of the issuer, although
certain debt obligations may be subordinated in right of payment to other
debt obligations of the same issuer. In addition, such debt obligations
may be secured or unsecured and may be entitled to the benefits of a
sinking fund.
Utility Issues. Some of the Trust's Portfolio may be comprised
of issues of the gas and electric public utility industry. General
problems of the gas and electric public utility industry include:
difficulty in obtaining timely and adequate rate increases; changes in the
tax laws which adversely affect a utility's ability to operate profitably;
rising costs of transportation to transport fossil fuels; the uncertainty
of transmission service costs for both intrastate and interstate
transactions; difficulty in financing large construction programs during
an inflationary period; recent reductions in estimates of future demand
for electricity and gas in certain areas of the country; restrictions on
operations and increased cost and delays attributable to environmental
considerations (including those arising under the Clean Air Act Amendments
of 1977); uncertain availability and increased cost of capital,
unavailability of fuel for electric generation at reasonable prices,
including the steady rise in fuel costs and the costs associated with
conversion to alternate fuel sources such as coal; availability and the
cost of natural gas for resale, technical and cost factors and other
problems associated with construction, licensing, regulation and
operations of nuclear facilities for electric generation, including, among
other considerations, the problems associated with the use of radioactive
materials and the disposal of radioactive wastes, and the effect of energy
conservation.
There is no assurance that regulatory authorities will in the
future grant rate increases or that any of these increases will be
adequate to cover even operating and other expenses and debt service
requirements. Recently enacted and possible future regulatory legislation
may make it even more difficult for these utilities to obtain adequate
rate relief. In addition, voters in many states have the ability to
impose limits on rate adjustments (for example, by initiative or
referendums) and any unexpected limitations could negatively affect the
profitability of utilities whose budgets are planned far in advance.
Furthermore, changes in certain accounting standards currently under
consideration by the Financial Accounting Standards Board (FASB-71) could
cause significant writedowns of assets and reductions in earnings for many
investor-owned utilities. Certain of the issuers of the Debt Obligations
in the Trust own or operate nuclear generating facilities. Federal, state
and municipal government authorities may from time to time review
existing, and impose additional requirements governing the licensing,
construction and operation of nuclear power plants, which may adversely
affect the ability of such issuers to make payments of principal and
interest on the Debt Obligations.
Foreign Issues. Some of the Debt Obligations in the Portfolio
may be issues of foreign obligors, which may involve investment risks that
are different in some respects from an investment in a trust which invests
only in debt obligations of domestic issuers, including future political
and economic developments, the possible imposition of exchange controls,
withholding taxes on interest income payable on such Debt Obligations or
other foreign governmental restrictions (including expropriation,
burdensome or confiscatory taxation and moratoria) which might adversely
affect the payment of principal and interest on such Debt Obligations. In
addition, it may be more difficult to obtain and enforce a judgment
against a foreign obligor, there may be less publicly available
information about a foreign obligor than about a domestic issuer and
foreign obligors generally operate in different regulatory environments
than comparable domestic issuers and are not generally subject to uniform
accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to domestic issuers. Interest
and principal on all of the foreign issues in the Portfolio of the Trust
are payable in U.S. dollars. To the Sponsor's knowledge, there are no
withholding taxes applicable to such issues under existing law. However,
there can be no assurance that withholding taxes might not be imposed in
the future.
Of the Debt Obligations in the Portfolio of the Trust, all are
subject to redemption prior to their stated maturity dates pursuant to
sinking fund or call provisions. A sinking fund is a reserve fund
appropriated specifically toward the retirement of a debt obligation. A
callable debt obligation is one which is subject to redemption or
refunding prior to maturity at the option of the issuer. A refunding is a
method by which a debt obligation is redeemed at or before maturity from
the proceeds of a new issue of debt obligations. In general, call
provisions are more likely to be exercised when the offering side
evaluation of a debt obligation is at a premium over par than when it is
at a discount from par. A listing of the sinking fund and call
provisions, if any, with respect to each of the Debt Obligations is
contained under "Portfolio" in Part A. Certificateholders will realize a
gain or loss on the early redemption of such Debt Obligations, depending
on whether the price of such Debt Obligations is at a discount from or at
a premium over par at the time the Certificateholders purchase their
Units.
The Trust consists of the Debt Obligations listed under
"Portfolio" and any additional Debt Obligations acquired and held by the
Trust pursuant to the provisions of the Trust Agreement together with
accrued and undistributed interest thereon and undistributed and
uninvested cash realized from the sale, redemption, maturity or other
disposition of the Debt Obligations. Neither the Sponsor nor the Trustees
shall be liable in any way for any default, failure or defect in any of
the Debt Obligations. Because certain of the Debt Obligations from time
to time may be redeemed or will mature in accordance with their terms or
may be sold under certain circumstances, no assurance can be given that
the Trust will retain for any length of time its present size and
composition. The Trust Agreement authorizes, but does not require, the
Sponsor to direct the Trustees to reinvest the net proceeds of the sale of
Debt Obligations in substitute Debt Obligations to the extent that such
proceeds do not represent capital gains and are not required for the
redemption of Units. See "Trust Administration."
PUBLIC OFFERING
Offering Price
The secondary market Public Offering Price per Unit is computed
by adding to the aggregate bid price of the Debt Obligations in the Trust
divided by the number of Units outstanding an amount equal to 4.5% of the
Public Offering Price, which is the same as 4.712% of the net amount
invested in the Debt Obligations per Unit times the aggregate bid price of
the Debt Obligations in the Trust. A proportionate share of accrued
interest on the Debt Obligations to the expected date of settlement for
the Units is added to the Public Offering Price. Accrued interest is the
accumulated and unpaid interest on a Debt Obligation from the last day on
which interest was paid and is accounted for daily by the Trust at the
initial daily rate set forth under "Summary of Essential Information" in
Part A. This daily rate is net of estimated fees and expenses. The
secondary market Public Offering Price can vary on a daily basis from the
amount stated in Part A in accordance with fluctuations in the prices of
the Debt Obligations. The price to be paid by each investor will be
computed on the basis of an evaluation made on the day the Units are
purchased. The aggregate bid price evaluation of the Debt Obligations is
determined in the manner set forth under "Trustee Redemption."
The Evaluator may obtain current prices for the Debt
Obligations from investment dealers or brokers (including the Sponsor)
that customarily deal in corporate or government debt or from any other
reporting service or source of information which the Evaluator deems
appropriate.
Accrued Interest
An amount of accrued interest which represents accumulated
unpaid or uncollected interest on a Debt Obligation from the last day on
which interest was paid thereon will be added to the Public Offering
Price. Since the Trust normally receives the interest on Debt Obligations
twice a year and the interest on the Debt Obligations in the Trust is
accrued on a daily basis, the Trust will always have an amount of interest
earned but uncollected by, or unpaid to, the Trustees. If a Certificate-
holder sells or redeems all or a portion of his Units or if the Trust is
terminated, he will receive at that time his proportionate share of the
accrued interest computed to the settlement date in the case of sale or
termination and to the date of tender in the case of redemption.
Employee Discounts
Employees (and their immediate families) of Bear, Stearns & Co.
Inc. and of any underwriter of the Trust, pursuant to employee benefit
arrangements, may purchase Units of the Trust at a price equal to the bid
side evaluation of the underlying securities in the Trust divided by the
number of Units outstanding plus a reduced charge of $10.00 per Unit.
Such arrangements result in less selling effort and selling expenses than
sales to employee groups of other companies. Resales or transfers of
Units purchased under the employee benefit arrangements may only be made
through the Sponsor's secondary market, so long as it is being maintained.
Distribution of Units
The Sponsor has qualified and intends to continue to qualify
the Units for sale in ten States through dealers who are members of the
National Association of Securities Dealers, Inc. Units may be sold to
dealers at prices which represent a concession of $30 per Unit, subject to
the Sponsor's right to change the dealers' concession from time to time.
Such Units may then be distributed to the public by the dealers at the
Public Offering Price then in effect. The Sponsor reserves the right to
reject, in whole or in part, any order for the purchase of Units.
Sponsor's Profits
The Sponsor will receive a gross commission on all units sold
in the secondary market equal to the applicable sales charge on each
transaction. (See "Offering Price.") In addition, in maintaining a
market for the Units (see "Sponsor Repurchase"), the Sponsor will realize
profits or sustain losses in the amount of any difference between the
price at which it buys Units and the price at which it resells such Units.
Participants in the "Total Reinvestment Plan" can designate a
broker as the recipient of a dealer concession. See "Total Reinvestment
Plan."
Comparison of Public Offering Price and Redemption Price
The secondary market Public Offering Price of Units will be
determined on the basis of the bid prices of the Debt Obligations in the
Trust. The value at which Units may be redeemed will be determined on the
basis of the current bid prices of such Debt Obligations without any sales
charge. On the Evaluation Date, the Public Offering Price per Unit (based
on the bid side evaluation of the Debt Obligations in the Trust plus the
sales charge) exceeded the Redemption Price per Unit (based upon the bid
side evaluation of the Debt Obligations in the Trust) by the amount shown
under "Summary of Essential Information" in Part A of this Prospectus.
For this reason, among others (including fluctuations in the market prices
of Debt Obligations and the fact that the Public Offering Price includes
the 4-1/2% sales charge), the amount realized by a Certificateholder upon
any redemption of Units may be less than the price paid for such Units.
ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN
Units of the Trust are offered to investors on a "dollar price"
basis (using the computation method previously described under "Public
Offering Price") as distinguished from a "yield price" basis often used in
offerings of tax exempt bonds (involving the lesser of the yield as
computed to maturity of bonds or to an earlier redemption date). Since
they are offered on a dollar price basis, the rate of return on an
investment in Units of the Trust is measured in terms of "Estimated
Current Return" and "Estimated Long Term Return".
Estimated Long Term Return is calculated by: (1) computing the
yield to maturity or to an earlier call date (whichever results in a lower
yield) for each Bond in a Trust's portfolio in accordance with accepted
bond practices, which practices take into account not only the interest
payable on the Bond but also the amortization of premiums or accretion of
discounts, if any; (2) calculating the average of the yields for the Bonds
in each Trust's portfolio by weighing each Bond's yield by the market
value of the Bond and by the amount of time remaining to the date to which
the Bond is priced (thus creating an average yield for the portfolio of
each Trust); and (3) reducing the average yield for the portfolio of each
Trust in order to reflect estimated fees and expenses of that Trust and
the maximum sales charge paid by Unitholders. The resulting Estimated
Long Term Return represents a measure of the return to Unitholders earned
over the estimated life of each Trust. For certain Trusts, the Estimated
Long Term Return as of the day prior to the Evaluation Date is stated for
each Trust under "Summary of Essential Information" in Part A.
Estimated Current Return is computed by dividing the Estimated
Net Annual Interest Income per Unit by the Public Offering Price per Unit.
In contrast to the Estimated Long Term Return, the Estimated Current
Return does not take into account the amortization of premium or accretion
of discount, if any, on the Bonds in the portfolios of the Trust.
Moreover, because interest rates on Bonds purchased at a premium are
generally higher than current interest rates on newly issued bonds of a
similar type with comparable rating, the Estimated Current Return per Unit
may be affected adversely if such Bonds are redeemed prior to their
maturity. On the day prior to the Evaluation Date, the Estimated Net
Annual Interest Income per Unit divided by the Public Offering Price
resulted in the Estimated Current Return stated for the Trust under
"Summary of Essential Information" in Part A.
The Estimated Net Annual Interest Income per Unit of the Trust
will vary with changes in the fees and expenses of the Trustee and the
Evaluator applicable to the Trust and with the redemption, maturity, sale
or other disposition of the Bonds in the Trust. The Public Offering Price
will vary with changes in the offering prices (bid prices in the case of
the secondary market) of the Bonds. Therefore, there is no assurance that
the present Estimated Current Return or Estimated Long Term Return will be
realized in the future.
RIGHTS OF CERTIFICATEHOLDERS
Certificates
Ownership of Units of the Trust is evidenced by registered
Certificates executed by the Trustee and the Sponsor. Certificates may be
issued in denominations of one or more Units and will bear appropriate
notations on their faces indicating which plan of distribution has been
selected by the Certificateholder. Certificates are transferable by
presentation and surrender to the Trustee properly endorsed and/or
accompanied by a written instrument or instruments of transfer. Although
no such charge is presently made or contemplated, the Trustee may require
a Certificateholder to pay $2.00 for each Certificate reissued or
transferred and any governmental charge that may be imposed in connection
with each such transfer or interchange. Mutilated, destroyed, stolen or
lost Certificates will be replaced upon delivery of satisfactory indemnity
and payment of expenses incurred.
Interest and Principal Distributions
Interest received by the Trust is credited by the Trustees to
an Interest Account. Proceeds received from the maturity, redemption,
sale or other disposition of the Debt Obligations are credited to a
Principal Account.
Distributions to each Certificateholder from the Interest
Account are computed as of the close of business on each Record Date for
distribution on or shortly after the following Payment Date and consist of
an amount substantially equal to one-twelfth or one-half of such Certifi-
cateholder's pro rata share of the Estimated Net Annual Interest Income in
the Interest Account, depending upon the applicable plan of distribution.
Distributions from the Principal Account will be computed as of each semi-
annual Record Date, and will be made to the Certificateholders on or
shortly after the next semi-annual Payment Date. Proceeds representing
principal received from the disposition of any of the Debt Obligations
between a Record Date and a Payment Date which are not used for
redemptions of Units or to purchase substitute Debt Obligations will be
held in the Principal Account and not distributed until the second
succeeding semi-annual Payment Date. Persons who purchase Units between a
Record Date and a Payment Date will receive their first distribution on
the second Payment Date after such purchase.
Because interest payments are not received by the Trust at a
constant rate throughout the year, interest distributions may be more or
less than the amount credited to the Interest Account as of the Record
Date. For the purpose of minimizing fluctuations in the distributions
from the Interest Account, the Trustee will advance sufficient funds as
may be necessary to provide interest distributions of approximately equal
amounts. The Trustee shall be reimbursed, without interest, for these
advances to the Interest Account. Funds which are available for future
distributions, payments of expenses and redemptions are in accounts which
are non-interest bearing to Certificateholders and are available for use
by the Trustee pursuant to normal banking procedures.
As of the first day of each month, the Trustee will deduct from
the Interest Account and, to the extent funds are not sufficient therein,
from the Principal Account, amounts necessary to pay the expenses of the
Trust (as determined on the basis set forth under "Trust Expenses and
Charges"). The Trustees also may withdraw from said accounts such
amounts, if any, as they deem necessary to establish a reserve for any
applicable taxes or other governmental charges that may be payable out of
the Trust. Amounts so withdrawn shall not be considered a part of the
Trust's assets until such time as the Trustees shall return all or any
part of such amounts to the appropriate accounts. In addition, the
Trustee may withdraw from the Interest and Principal Accounts such amounts
as may be necessary to cover redemptions of Units.
The estimated monthly or semi-annual interest distribution per
Unit will be in the amount shown under "Summary of Essential Information"
and will change and may be reduced as Debt Obligations mature or are
redeemed, exchanged or sold, or as expenses of the Trust fluctuate. No
distribution need be made from the Principal Account until the balance
therein is an amount sufficient to distribute $1.00 per Unit.
Distribution Elections
Interest is distributed monthly or semi-annually, depending
upon the distribution plan applicable to the Unit purchased. The Record
Date for monthly distributions is the first day of each month and the
Record Date for semi-annual distributions is the first day of each June
and December. The Payment Date will be the fifteenth day of each month
following the respective Record Dates.
Certificateholders purchasing Units in the secondary market
will initially receive distributions in accordance with the election of
the prior owner. Every October, the Trustee will furnish each Certifi-
cateholder with a card to be returned to the Trustee on or before
November 1 of such year. When a Certificateholder who desires to change
his current distribution plan returns his card and Certificate to the
Trustee, the change will take effect December 2. If the card and
Certificate are not returned to the Trustee, the Certificateholder will be
deemed to have elected to continue with the plan previously selected for
the following 12 months.
Records
The Trustee shall furnish Certificateholders in connection with
each distribution a statement of the amount of interest, if any, and the
amount of other receipts, if any, which are being distributed, expressed
in each case as a dollar amount per Unit. Within a reasonable time after
the end of each calendar year (normally prior to January 31 of the
succeeding year), the Trustee will furnish to each person who at any time
during the calendar year was a Certificateholder of record, a statement
showing (a) as to the Interest Account: interest received (including
amounts representing interest received upon any disposition of Debt
Obligations), amounts reserved or paid for purchases of Debt Obligations
or redemptions of Units, if any, deductions for fees and expenses of the
Trust, and the balance remaining after such distributions and deductions,
expressed both as a total dollar amount and as a dollar amount
representing the pro rata share of each Unit outstanding on the last
business day of such calendar year; (b) as to the Principal Account: the
dates of disposition of any Debt Obligations and the net proceeds received
therefrom (excluding any portion representing accrued interest),
deductions for payments of applicable taxes and fees and expenses of the
Trust, amounts reserved or paid for purchases of Debt Obligations or paid
for redemptions of Units, if any, and the balance remaining after such
distributions and deductions, expressed both as a total dollar amount and
as a dollar amount representing the pro rata share of each Unit
outstanding on the last business day of such calendar year; (c) a list of
the Debt Obligations held and the number of Units outstanding on the last
business day of such calendar year; (d) a list of the Debt Obligations
acquired or disposed of during such calendar year, showing which are
Restricted Securities; (e) the Redemption Price per Unit based upon the
last computation thereof made during such calendar year; and (f) amounts
actually distributed during such calendar year from the Interest and
Principal Accounts, separately stated, expressed both as total dollar
amounts and as dollar amounts representing the pro rata share of each Unit
outstanding.
The Trustee shall keep available for inspection by Certificate-
holders at all reasonable times during usual business hours, books of
record and account of its transactions as Trustee, including records of
the names and addresses of Certificateholders, Certificates issued or
held, a current list of Debt Obligations in the Portfolio and a copy of
the Trust Agreement.
TAX STATUS
The Trust has elected and intends to continue to qualify for
the tax treatment applicable to "regulated investment companies" under the
Internal Revenue Code of 1986, as amended (the "Code"). Although
investment companies are subject to regulation under the Investment
Company Act of 1940, the term "regulated investment company" involves no
supervision or management by any government agency. If the Trust
qualifies as a "regulated investment company" and distributes 98 percent
of its ordinary income and 98 percent of its net capital gain to Certifi-
cateholders, it will not be subject to federal income tax or excise tax on
such part of its net income or capital gains, if any, distributed to Cer-
tificateholders. The Trust Agreement requires current distribution to
Certificateholders of the entire net income, net capital gains, if any,
and proceeds (exclusive of net capital gains) of maturities, redemptions,
sales or other dispositions of Debt Obligations (to the extent proceeds
received from dispositions are not used to redeem Units or to purchase
substitute Debt Obligations) of the Trust.
Distributions of net income attributable to interest and short-
term capital gains will be taxable to Certificateholders as ordinary
portfolio income. It is anticipated that none of the distributions to
Certificateholders will be eligible for the dividends-received deduction
for corporations.
Distributions of long-term capital gains designated as such by
the Trust will generally be taxable to Certificateholders as long-term
capital gains except in the case of a dealer or financial institution. As
a result of the Tax Reform Act of 1986 (the "1986 Act"), long-term capital
gains are generally taxed at the same rates applicable to ordinary income,
although in certain circumstances an advantageous rate may apply to net
capital gains realized by individuals. Any gain from the disposition of a
Debt Obligation issued after July 18, 1984 and acquired at a "market
discount" will result in ordinary income, rather than capital gain, to the
extent that the gain realized does not exceed the amount of accrued market
discount. If a Debt Obligation is acquired at a price less than the issue
price plus the original issue discount includible in income by prior
holders, market discount results. A disposition of a Debt Obligation
occurs when it is sold by the Trust, redeemed or paid at maturity.
A Certificateholder will realize a taxable gain or loss when
his Units are sold or redeemed for an amount different from his original
cost after reduction for previous distributions that resulted in a
reduction in the Certificateholder's basis. Except in the case of a
dealer or financial institution, such gain or loss will constitute either
a long-term or short-term capital gain or loss depending upon the length
of time the Certificateholder has held his Units. A capital asset
acquired on or after January 1, 1988 must be held for more than one year
to qualify for long-term capital gain treatment. A Certificateholder who
disposes of a Unit at a loss before having held it for more than six
months will experience a long-term capital loss, despite his short-term
holding period, to the extent of any long-term capital gains previously
distributed to him by the Trust during his holding period.
The 1986 Act added Section 67 of the Code, which disallows
certain miscellaneous itemized deductions in computing the taxable income
of individuals to the extent that the aggregate of such expenses does not
exceed 2% of the individual's adjusted gross income. Expenses for the
production of income, such as investment advisory fees, are subject to
this 2% floor. The Revenue Reconciliation Act of 1989 permanently
exempted shareholders of publicly offered regulated investment companies
from the application of the 2% floor contained in Section 67(c). However,
counsel has advised that the Trust does not appear to qualify as a
publicly offered regulated investment company within the meaning of Sec-
tion 67(c), and therefore the expenses of the Trust will be treated as
paid or incurred by the Certificateholders for this purpose, and will be
subject to the disallowance required by Section 67.
The Code's requirements for the special tax treatment
applicable to "regulated investment companies" are highly technical. If
the Trust fails to meet these requirements, the Trust will be taxable in
general as a corporation and the Certificateholders will be taxable in
general as its shareholders.
The federal tax status of each year's distributions is reported
to Certificateholders. Each Certificateholder is advised to consult his
own tax adviser with respect to the foregoing and with respect to state
and local taxation of distributions by the Trust.
LIQUIDITY
Sponsor Repurchase
The Sponsor, although not obligated to do so, has maintained
and intends to continue to maintain a secondary market for the Units and
continuously to offer to repurchase the Units at prices, subject to change
at any time, based on the aggregate bid price of the Debt Obligations, as
determined by the Evaluator on a daily basis, and will be the same as the
redemption price. See "Trustee Redemption." Certificateholders who wish
to dispose of their Units should inquire of the Sponsor prior to making a
tender for redemption as described under "Offering Price." The Sponsor
may discontinue repurchases of Units if the supply of Units exceeds
demand, or for other business reasons. The date of repurchase is deemed
to be the date on which Certificates representing Units are physically
received in proper form by the Sponsor, Bear, Stearns & Co. Inc., 245 Park
Avenue, New York, N.Y. 10167. Units received after 4 P.M., New York Time,
will be deemed to have been repurchased on the next business day. In the
event a market is not maintained for the Units a Certificateholder may be
able to dispose of Units only by tendering them to the Trustee for
redemption.
Prospectuses relating to certain other bond trusts indicate an
intention by the Sponsor, subject to change, to repurchase units of those
funds on the basis of a price higher than the bid prices of the Debt
Obligations in the Trust. Consequently, depending upon the prices
actually paid, the secondary market repurchase price of other trusts may
be computed on a somewhat more favorable basis than the repurchase price
offered by the Sponsor for Units of the Trust, although in all bond trusts
the purchase price per unit depends primarily on the value of the bonds in
the trust portfolio.
Units purchased by the Sponsor in the secondary market may be
re-offered for sale by the Sponsor at a price based on the aggregate bid
price of the Debt Obligations plus a 4-1/2% sales charge (4.712% of the
net amount invested) plus net accrued interest. Any Units that are
purchased by the Sponsor in the secondary market also may be redeemed by
the Sponsor if it determines such redemption to be in its best interest.
The Sponsor may, under certain circumstances, as a service to
Certificateholders, elect to purchase any Units tendered to the Trustee
for redemption (see "Trustee Redemption," below). For example, if in
order to meet redemptions of Units the Trustee must dispose of Debt
Obligations, and if such disposition cannot be made by the redemption date
(seven calendar days after tender), the Sponsor may elect to purchase such
Units. Such purchase shall be made by payment to the Certificateholder
not later than the close of business on the settlement date of an amount
equal to the Redemption Price on the date of tender. Any Units so
purchased by the Sponsor will not be reoffered in the secondary market.
Trustee Redemption
While it is anticipated that Units can be sold in the secondary
market for an amount in excess of the Redemption Price (see "Sponsor
Repurchase"), Units may also be tendered to the Trustee for redemption,
upon proper delivery of Certificates representing such Units and payment
of any relevant tax. At the present time there are no specific taxes
related to the redemption of Units. No redemption fee will be charged by
the Sponsor or the Trustee. Units redeemed by the Trustee will be
cancelled.
Certificates representing Units to be redeemed must be
delivered to the Trustee and must be properly endorsed or accompanied by
proper instruments of transfer with signature guaranteed (or by providing
satisfactory indemnity, as in the case of lost, stolen or mutilated
Certificates). Thus, redemption of Units cannot be effected until
Certificates representing such Units have been delivered by the person
seeking redemption. (See "Certificates.") Certificateholders must sign
exactly as their names appear on the faces of their Certificates. In
certain instances the Trustee may require additional documents such as,
but not limited to, trust instruments, certificates of death, appointments
as executor or administrator or certificates of corporate authority.
On the seventh calendar day following a tender for redemption,
or, if such day is not a business day, on the first business day prior
thereto, the Certificateholder will be entitled to receive in cash an
amount for each Unit tendered equal to the Redemption Price per Unit
computed as of the Evaluation Time on the date of tender. The "date of
tender" is deemed to be the date on which Units are received by the
Trustee, except that with respect to Units received after the close of
trading on the New York Stock Exchange, the date of tender is the next day
on which such Exchange is open for trading, and such Units will be deemed
to have been tendered to the Trustee on such day for redemption at the
Redemption Price computed on that day.
Accrued interest paid on redemption shall be withdrawn from the
Interest Account, or, if the balance therein is insufficient, from the
Principal Account. All other amounts paid on redemption shall be
withdrawn from the Principal Account. The Trustee is empowered to sell
Debt Obligations in order to make funds available for redemptions. Such
sales, if required, could result in a sale of Debt Obligations by the
Trustee at a loss. To the extent Debt Obligations are sold, the size and
diversity of the Trust will be reduced.
The Redemption Price per Unit is the pro rata share of each
Unit in the Trust determined by the Trustee on the basis of (i) the cash
on hand in the Trust or moneys in the process of being collected, (ii) the
value of the Debt Obligations in the Trust based on the bid prices of such
Debt Obligations and (iii) interest accrued thereon, less (a) amounts
representing taxes or other governmental charges payable out of the Trust,
(b) the accrued expenses of the Trust and (c) cash allocated for
distribution to Certificateholders of record as of the business day prior
to the evaluation being made. The Evaluator may determine the value of
the Debt Obligations in the Trust for purposes of redemption (1) on the
basis of current bid prices of the Debt Obligations obtained from dealers
or brokers who customarily deal in bonds comparable to those held by the
Trust, (2) on the basis of bid prices for bonds comparable to any Debt
Obligations for which bid prices are not available, (3) by determining the
value of the Debt Obligations by appraisal, or (4) by any combination of
the above.
The Trustee is irrevocably authorized in its discretion, if the
Sponsor does not elect to purchase any Unit tendered for redemption or if
the Sponsor tenders a Unit for redemption, in lieu of redeeming such Unit,
to sell such Unit in the over-the-counter market for the account of the
tendering Certificateholder at a price which will return to the Certifi-
cateholder an amount in cash, net after deducting brokerage commissions,
transfer taxes and other charges, equal to or in excess of the Redemption
Price for such Unit. The Trustee will pay the net proceeds of any such
sale to the Certificateholder on the day he would otherwise be entitled to
receive payment of the Redemption Price.
The Trustee reserves the right to suspend the right of
redemption and to postpone the date of payment of the Redemption Price per
Unit for any period during which the New York Stock Exchange is closed,
other than customary weekend and holiday closings, or trading on that
Exchange is restricted or during which (as determined by the Securities
and Exchange Commission) an emergency exists as a result of which disposal
or evaluation of the Debt Obligations is not reasonably practicable, or
for such other periods as the Securities and Exchange Commission may by
order permit. The Trustee and the Sponsor are not liable to any person or
in any way for any loss or damage which may result from any such
suspension or postponement.
A Certificateholder who wishes to dispose of his Units should
inquire of his bank or broker in order to determine if there is a current
secondary market price in excess of the Redemption Price.
TOTAL REINVESTMENT PLAN
Certificateholders of the Trust (except Texas residents*) who
select the semi-annual distribution plan have the option to automatically
reinvest both interest income earned on Units in the Trust and principal,
if any, distributed in connection with the Trust. Under the Total
Reinvestment Plan (the "Plan"), a semi-annual Certificateholder may elect
to have all regular semi-annual interest and principal distributions with
respect to his Units reinvested either in units of various series of "A
Corporate Trust" which will have been created shortly before each semi-
annual Payment Date (a "Primary Series") or, if units of a Primary Series
are not available, in units of a previously formed series of the Trust
which have been repurchased by the Sponsor in the secondary market,
including the units being offered hereby (a "Secondary Series") (Primary
Series and Secondary Series are hereafter collectively referred to as
"Available Series"). June 15 and December 15 of each year are the "Plan
Reinvestment Dates."
* Texas residents may elect to participate in the "Total Reinvestment
Plan for Texas Residents" hereinafter described.
<PAGE>
Under the Plan (subject to compliance with applicable blue sky
laws), fractional units ("Plan Units") will be purchased from the Sponsor
at a price equal to the aggregate offering price per Unit of the debt
obligations in the Available Series Portfolio plus a sales charge equal to
3.627% of the net amount invested in such debt obligations or 3-1/2% of
the Reinvestment Price per Plan Unit, plus accrued interest, divided by
one hundred (the "Reinvestment Price per Plan Unit"). All Plan Units will
be sold at this reduced sales charge of 3-1/2% in comparison to the
regular sales charge levied on primary and secondary purchases of Units in
any series of "A Corporate Trust." Participants in the Plan will have the
opportunity to designate, in the Authorization Form for the Plan, the name
of a broker to whom the Sponsor will allocate a sales commission of $0.15
per Plan Unit, payable out of the 3-1/2% sales charge. If no such
designation is made, the Sponsor will retain the sales commission.
Under the Plan, the entire amount of a participant's income and
principal distributions will be reinvested. For example, a Certificate-
holder who is entitled to receive $130.50 interest income from the Trust
would acquire 13.05 Plan Units assuming that the Reinvestment Price per
Plan Unit, plus accrued interest, was $10 (Ten Dollars).
A semi-annual Certificateholder may join the Plan at the time
he invests in Units of the Trust or any time thereafter by delivering to
the Trustee an Authorization Form which is available from brokers or the
Sponsor. In order that distributions may be reinvested on a particular
Plan Reinvestment Date, the Authorization Form must be received by the
Trustee not later than the 15th day of the month preceding such Date.
Authorization Forms not received in time for a particular Plan
Reinvestment Date will be valid only for the second succeeding Plan
Reinvestment Date. Similarly, a participant may withdraw from the Plan at
any time by notifying the Trustee (see below). However, if written
confirmation of withdrawal is not given to the Trustee prior to a
particular distribution, the participant will be deemed to have elected to
participate in the Plan with respect to that particular semi-annual
distribution and his withdrawal would become effective for the next
succeeding distribution.
Once delivered to the Trustee, an Authorization Form will
constitute a valid election to participate in the Plan with respect to
Units purchased in the Trust (and with respect to Plan Units purchased
with the distributions from the Units purchased in the Trust) for each
subsequent distribution as long as the Certificateholder continues to
participate in the Plan. However, if an Available Series should
materially differ from the Trust in the opinion of the Sponsor, the
authorization will be voided and participants will be provided with both a
notice of the material change and a new Authorization Form which would
have to be returned to the Trustee before the Certificateholder would
again be able to participate in the Plan. The Sponsor anticipates that a
material difference which would result in a voided authorization would
include such facts as the inclusion of debt obligations in the Available
Series Portfolio which were not rated "A" or better by either Standard &
Poor's Corporation, Moody's Investors Service, Inc. or Fitch Investors
Service, Inc. or had, in the opinion of the Sponsor, similar credit
characteristics, on the date such debt obligations were initially
deposited in the Available Series Portfolio.
The Sponsor has the option at any time to use units of a
Secondary Series to fulfill the requirements of the Plan in the event
units of a Primary Series are not available either because a Primary
Series is not then in existence or because the registration statement
relating thereto is not declared effective in sufficient time to
distribute final prospectuses to Plan participants (see below). It should
be noted that there is no assurance that the quality and diversification
of the Debt Obligations in any Available Series or the estimated current
return thereon will be similar to that of this Trust.
It is the Sponsor's intention that Plan Units will be offered
on or about each semi-annual Record Date for determining who is eligible
to receive distributions on the related Payment Date. Such Record Dates
are June 1 and December 1 of each year. The Sponsor will send a current
Prospectus relating to the Available Series being offered for a particular
Plan Reinvestment Date along with a letter which reminds each participant
that Plan Units are being purchased for him as part of the Plan unless he
notifies the Trustee in writing by that Plan Reinvestment Date that he no
longer wishes to participate in the Plan. In the event a Primary Series
has not been declared effective in sufficient time to distribute a final
Prospectus relating thereto and there is no Secondary Series as to which a
registration statement is currently effective, it is the Sponsor's
intention to suspend the Plan and distribute to each participant his
regular semi-annual distribution. If the Plan is so suspended, it will
resume in effect with the next Plan Reinvestment Date assuming units of an
Available Series are then being offered.
To aid a participant who might desire to withdraw either from
the Plan or from a particular distribution, the Trustee has established a
toll free number (see below) for participants to use for notification of
withdrawal, which must be confirmed in writing prior to the Plan
Reinvestment Date. Should the Trustee be so notified, it will make the
appropriate cash disbursement. Unless the withdrawing participant
specifically indicates in his written confirmation that (a) he wishes to
withdraw from the Plan for that particular distribution only, or (b) he
wishes to withdraw from the Plan for less than all units of each series of
"A Corporate Trust" which he might then own (and specifically identifies
which series are to continue in the Plan), he will be deemed to have
withdrawn completely from the Plan in all respects. Once a participant
withdraws completely, he will only be allowed to again participate in the
Plan by submitting a new Authorization Form. A sale or redemption of a
portion of a participant's Plan Units will not constitute a withdrawal
from the Plan with respect to the remaining Plan Units owned by such
participant.
Unless a Certificateholder notifies the Trustee in writing to
the contrary, any Certificateholder who has acquired Plan Units will be
deemed to have elected the semi-annual plan of distribution and to
participate in the Plan with respect to distributions made in connection
with such Plan Units. A participant who subsequently desires to have
distributions made with respect to Plan Units delivered to him in cash may
withdraw from the Plan with respect to such Plan Units and remain in the
Plan with respect to units acquired other than through the Plan. Assuming
a participant has his distributions made with respect to Plan Units
reinvested, all such distributions will be accumulated with distributions
generated from the Units of the Trust used to purchase such additional
Plan Units. However, distributions related to units in other series of "A
Corporate Trust" will not be accumulated with the foregoing distributions
for Plan purchases. Thus, if a person owns units in more than one series
of "A Corporate Trust" (which are not the result of purchases under the
Plan), distributions with respect thereto will not be aggregated for
purchases under the Plan.
Although not obligated to do so, the Sponsor has maintained and
intends to continue to maintain a market for the Plan Units and
continuously to offer to purchase Plan Units at prices based upon the
aggregate offering price of the Debt Obligations in the Available Series
Portfolio during the initial offering of the Available Series, or at the
aggregate bid price of the Debt Obligations in the Available Series if its
initial offering has been completed. The Sponsor may discontinue such
purchases at any time. The aggregate bid price of the underlying bonds
may be expected to be less than the aggregate offering prices. In the
event that a market is not maintained for Plan Units, a participant
desiring to dispose of his Plan Units may be able to do so only by
tendering such Plan Units to the Trustee for redemption at the Redemption
Price of full units in the Available Series corresponding to such Plan
Units, which is based upon the aggregate bid price of the underlying debt
obligations as described in the "A Corporate Trust" Prospectus for the
Available Series in question. The aggregate bid price of the underlying
debt obligations may be expected to be less than the aggregate offering
price. If a participant wishes to dispose of his Plan Units, he should
inquire of the Sponsor as to current market prices prior to making a
tender for redemption to the Trustee.
Any participant may tender his Plan Units for redemption to the
Available Series trust. Participants may redeem Plan Units by making a
written request to the Trustee, 101 Barclay Street, New York, New York
10286, on the Redemption Form supplied by the Trustee. The redemption
price per Plan Unit will be determined as set forth in the "A Corporate
Trust" Prospectus of the Available Series from which such Plan Unit was
purchased following receipt of the request and adjusted to reflect the
fact that it relates to a Plan Unit. There is no charge for the
redemption of Plan Units.
The Trust Agreement requires that the Trustee notify the
Sponsor of any tender of Plan Units for redemption. So long as the
Sponsor is maintaining a bid in the secondary market, the Sponsor will
purchase any Plan Units tendered to the Trustee for redemption by making
payment therefor to the Certificateholder in an amount not less than the
redemption price for such Plan Units on the date of tender not later than
the day on which such Plan Units would otherwise have been redeemed by the
Trustee. Plan Units held by the Sponsor may be tendered to the Trustee
for redemption as any other Units, provided that the Sponsor shall not
receive for Plan Units purchased as set forth above a higher price than it
paid, plus accrued interest.
Participants in the Plan will not receive individual
certificates for their Plan Units unless the amount of Plan Units
accumulated represents $1,000 principal amount of debt obligations
underlying such Units and, in such case, a written request for
certificates is made to the Trustee. All Plan Units will be accounted for
by the Trustee on a book entry system. Each time Plan Units are purchased
under the Plan, a participant will receive a confirmation stating his
cost, number of Units purchased and estimated current return. Questions
regarding a participant's statement should be directed to the Trustee at
1-800-431-8002.
All expenses relating to the operation of the Plan are borne by
the Sponsor. Both the Sponsor and the Trustee reserve the right to
suspend, modify or terminate the Plan at any time for any reason,
including the right to suspend the Plan if the Sponsor is unable or
unwilling to establish a Primary Series or is unable to provide Secondary
Series units. All participants will receive notice of any such
suspension, modification or termination.
Total Reinvestment Plan for Texas Residents
Except as specifically provided under this Section, and unless
the context otherwise requires, all provisions and definitions contained
under the heading "Total Reinvestment Plan" shall be applicable to the
Total Reinvestment Plan for Texas Residents ("Texas Plan").
Semi-annual Certificateholders of the Trust who are residents
of Texas have the option prior to any semi-annual distribution to
affirmatively elect to reinvest that distribution, including both interest
and principal, if any, in an Available Series.
A resident of Texas who is a semi-annual Certificateholder may
join the Texas Plan for any particular semi-annual distribution by
delivering to the Trustee an Authorization Form For Texas Residents
("Texas Authorization Form") specifically mentioning the date of the
particular semi-annual distribution he wishes to reinvest. Prior to each
semi-annual distribution, Texas Authorization Forms shall be sent by the
Trustee to every Certificateholder who is a resident of Texas. In the
event that the Sponsor suspends the Plan or the Texas Plan, no Texas
Authorization Forms shall be sent. In order that distributions may be
reinvested on a particular Plan Reinvestment Date, the Texas Authorization
Form must be received by the Trustee on or before such Date. Texas
Authorization Forms not received in time for the Plan Reinvestment Date
will be deemed void. A participant who delivers a Texas Authorization
Form to the Trustee may thereafter withdraw said authorization by
notifying the Trustee at its toll free telephone number prior to a Plan
Reinvestment Date. Such notification of a withdrawal must be confirmed in
writing prior to the Plan Reinvestment Date. Under no circumstances shall
a Texas Authorization Form be provided or accepted by the Trustee which
provides for the reinvestment of distributions for more than one Plan
Reinvestment Date.
On or about each semi-annual Record Date, the Sponsor will send
a current Prospectus relating to the Available Series being offered on
each Plan Reinvestment Date along with a letter incorporating a Texas
Authorization Form which specifies the funds available for reinvestment,
reminds each participant that no Plan Units will be purchased for him
unless the Texas Authorization Form is received by the Trustee on or
before that particular Plan Reinvestment Date, and states that the Texas
Authorization Form is valid only for that particular semi-annual
distribution. If the Available Series should materially differ from the
Trust, the participant will be provided with a notice of the material
change and a new Texas Authorization Form which would have to be returned
to the Trustee before the Certificateholder would again be able to
participate in the Plan.
Any Certificateholder who has acquired Plan Units will be
deemed to have elected the semi-annual plan of distribution with respect
to such Units, but such Certificateholder will not be deemed to
participate in the Plan for any particular semi-annual distribution until
he delivers to the Trustee a Texas Authorization Form pertaining to those
Plan Units.
TRUST ADMINISTRATION
Portfolio Supervision
The Sponsor may direct the Trustees to dispose of Debt
Obligations upon default in payment of principal or interest, institution
of certain legal proceedings, default under other documents adversely
affecting debt service, default in payment of principal or interest on
other obligations of the same issuer or guarantor, or decline in price or
the occurrence of other market or credit factors which in the opinion of
the Sponsor would make the retention of such Debt Obligations in the Trust
detrimental to the interest of the Certificateholders, or if the
disposition of such Debt Obligations is necessary in order to maintain the
qualification of the Trust as a regulated investment company under the
Code. If a default in the payment of principal or interest on any of the
Debt Obligations occurs and if the Sponsor fails to instruct the Trustees
to sell or hold such Debt Obligations, the Trust Agreement provides that
the Trustees may sell such Debt Obligations.
The Sponsor is authorized by the Trust Agreement to direct the
Trustees to accept or reject certain plans for the refunding or
refinancing of any of the Debt Obligations. Any debt obligations received
in exchange or substitution will be held by the Trustees subject to the
terms and conditions of the Agreement to the same extent as the Debt
Obligations originally deposited. Within five days after such deposit,
notice of such exchange and deposit shall be given by the Trustee to each
Certificateholder registered on the books of the Trustee, including an
identification of the Debt Obligations eliminated and the Debt Obligations
substituted therefor.
In order to maintain the sound investment character of the
Trust, the Sponsor is also authorized to instruct the Trustees to reinvest
the proceeds of the sale of any of the Debt Obligations (to the extent
that such proceeds do not represent capital gains and are not required for
the purposes of redemption of Units), as well as moneys held in the Trust
to cover the purchase of Debt Obligations pursuant to contracts which have
failed, in substitute Debt Obligations which satisfy certain conditions
specified in the Trust Agreement including, among other conditions,
requirements that the substitute Debt Obligations (a) be long-term bonds,
debentures or notes issued primarily by corporations (whether secured or
unsecured and whether senior or subordinated to other indebtedness);
(b) consist solely of straight debt obligations without equity or other
conversion features; (c) bear fixed maturity dates not less than ten years
after the date of purchase, having no warrants or subscription privileges
attached; (d) be payable in United States currency; and (e) be rated "A"
or better by either Standard & Poor's Corporation, Moody's Investors
Service, Inc. or Fitch Investors Service, Inc. Such conditions also
require that the purchase of the substitute Debt Obligations will not
(A) disqualify the Trust as a "regulated investment company" under the
Code, (B) result in more than 25% of the Portfolio of the Trust consisting
of securities of a single issuer (or of two or more issuers which are
"affiliated persons" as such term is defined in the Investment Company Act
of 1940), (C) result in the Trust owning more than 50% of any single issue
which has been registered under the Securities Act of 1933, or (D) result
in more than 25% of the Portfolio of the Trust consisting of Restricted
Securities. Certificateholders will be notified promptly after any such
substitution. Interest on, capital gains from and the proceeds of the
maturity or redemption of Debt Obligations may not be reinvested in
substitute Debt Obligations but must be paid out to Certificateholders in
accordance with the Trust Agreement.
TRUST AGREEMENT, AMENDMENT AND TERMINATION
The Trust Agreement may be amended by the Trustees, the Sponsor
and the Evaluator without the consent of any of the Certificateholders:
(1) to cure any ambiguity or to correct or supplement any provision which
may be defective or inconsistent; (2) to change any provision thereof as
may be required by the Securities and Exchange Commission or any successor
governmental agency; or (3) to make such other provisions in regard to
matters arising thereunder as shall not adversely affect the interests of
the Certificateholders.
The Trust Agreement may also be amended in any respect, or
performance of any of the provisions thereof may be waived, with the
consent of the holders of Certificates evidencing 66-2/3% of the Units
then outstanding for the purpose of modifying the rights of Certificate-
holders; provided that no such amendment or waiver shall reduce any Cer-
tificateholder's interest in the Trust without his consent or reduce the
percentage of Units required to consent to any such amendment or waiver
without the consent of the holders of all Certificates. The Trust
Agreement may not be amended, without the consent of the holders of all
Certificates then outstanding, to increase the number of Units issuable or
to permit the acquisition of any debt obligations in addition to or in
substitution for those initially deposited in the Trust, except in
accordance with the provisions of the Agreement. The Trustee shall
promptly notify Certificateholders, in writing, of the substance of any
such amendment.
The Agreement provides that the Trust shall terminate upon the
maturity, redemption or other disposition, as the case may be, of the last
of the Debt Obligations held in the Trust but in no event is it to
continue beyond the expiration of 20 years after the death of the last
survivor of six persons named in the Agreement. If the value of the Trust
shall be less than the minimum amount set forth in the "Summary of
Essential Information", the Trustee may, in its discretion, and shall when
so directed by the Sponsor or Co-Trustee, terminate the Trust. The Trust
may also be terminated at any time with the consent of the holders of
Certificates representing 67% of the Units then outstanding. In the event
of termination, written notice thereof will be sent by the Trustee to all
Certificateholders. Within a reasonable period after termination, the
Trustee must sell any Debt Obligations remaining in the Trust, and, after
paying all expenses and charges incurred by the Trust, distribute to each
Certificateholder, upon surrender for cancellation of his Certificate for
Units, his pro rata share of the Interest and Principal Accounts.
The Sponsor
The Sponsor, Bear, Stearns & Co. Inc., a Delaware corporation,
is engaged in the underwriting, investment banking and brokerage business
and is a member of the National Association of Securities Dealers, Inc.
and all principal securities and commodities exchanges, including the New
York Stock Exchange, the American Stock Exchange, the Midwest Stock
Exchange and the Pacific Stock Exchange. Bear Stearns maintains its
principal business offices at 245 Park Avenue, New York, New York 10167
and, since its reorganization from a partnership to a corporation in
October, 1985 has been a wholly owned subsidiary of The Bear Stearns
Companies Inc. Bear Stearns, through its predecessor entities, has been
engaged in the investment banking and brokerage business since 1923. Bear
Stearns is the sponsor for numerous series of unit investment trusts,
including: New York Municipal Trust, Series 1 (and Subsequent Series),
New York Discount & Zero Coupon Fund - 1st Series (and Subsequent Series),
Municipal Securities Trust, Series 1 (and Subsequent Series), Municipal
Securities Trust, lst Discount Series (and Subsequent Series), Multi-State
Series 1 (and Subsequent Series), Insured Municipal Securities Trust,
Series 1-4 (Multiplier Portfolio), Series 1 (and Subsequent Series), 5th
Discount Series (and Subsequent Series), Navigator Series (and Subsequent
Series); Short-Intermediate Term Series 1 (and Subsequent Series);
Mortgage Securities Trust, CMO Series 1 (and Subsequent Series); and
Equity Securities Trust, Series 1, Signature Series, Gabelli
Communications Income Trust (and Subsequent Series). The information
included herein is only for the purpose of informing investors as to the
financial responsibility of the Sponsor and its ability to carry out its
contractual obligations.
The Sponsor is liable for the performance of its obligations
arising from its responsibilities under the Trust Agreement, but will be
under no liability to Certificateholders for taking any action or
refraining from taking any action, in good faith pursuant to the Trust
Agreement, or for errors in judgment except in cases of its own willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties.
The Sponsor may resign at any time by delivering to the Trustee
an instrument of resignation executed by the Sponsor and consented to by
the Trustee. Such resignation shall not become effective unless prior to
or concurrently with the delivery thereof the Trustee shall have appointed
a successor Sponsor to assume, with such compensation from the Trust as
the Trustee may deem reasonable under the circumstances, the duties and
obligations of the resigning Sponsor. Any such successor Sponsor shall be
satisfactory to the Trustee and, at the time of appointment, shall have a
net worth of at least $1,000,000.
If at any time the Sponsor shall fail to perform any of its
duties under the Trust Agreement or becomes incapable of acting or becomes
bankrupt or its affairs are taken over by public authorities, then the
Trustee may either (a) appoint a successor Sponsor; (b) act in the
capacity of Sponsor and receive additional compensation at rates
determined in accordance with the Trust Agreement; or (c) terminate the
Trust Agreement and liquidate the Trust.
The Trustee
The Trustee is The Bank of New York, a trust company organized
under the laws of New York, having its offices at 101 Barclay Street, New
York, New York 10286 (1-800-431-8002). The Bank of New York is subject to
supervision and examination by the Superintendent of Banks of the State of
New York and the Board of Governors of the Federal Reserve System, and its
deposits are insured by the Federal Deposit Insurance Corporation to the
extent permitted by law. The Trustee must be a banking corporation
organized under the laws of the United States or any state which is
authorized under such laws to exercise corporate trust powers and must
have at all times an aggregate capital, surplus and undivided profits of
not less than $5,000,000. The duties of the Trustee are primarily
ministerial in nature. The Trustee did not participate in the selection
of Securities for the portfolio of the Trust.
The Trustee shall not be liable or responsible in any way for
taking any action, or for refraining from taking any action, in good faith
pursuant to the Trust Agreement, or for errors in judgment; or for any
disposition of any moneys, Debt Obligations or Certificates in accordance
with the Trust Agreement, except in cases of their own willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties; provided, however, that the Trustee shall not in
any event be liable or responsible for any evaluation made by the
Evaluator. In addition, the Trustee shall not be liable for any taxes or
other governmental charges imposed upon or in respect of the Debt
Obligations or the Trust which either of them may be required to pay under
current or future law of the United States or any other taxing authority
having jurisdiction. The Trustee shall not be liable for depreciation or
loss incurred by reason of the sale by the Trustee of any of the Debt
Obligations pursuant to the Trust Agreement.
For further information relating to the responsibilities of the
Trustee under the Trust Agreement, see "Rights of Certificateholders".
The Trustee may resign by executing an instrument in writing
and filing the same with the Sponsor, and mailing a copy of a notice of
resignation to all Certificateholders. In such an event the Sponsor is
obligated to appoint a successor Trustee as soon as possible. In
addition, if the Trustee becomes incapable of acting or becomes bankrupt
or its affairs are taken over by public authorities, the Sponsor may
remove the Trustee and appoint a successor as provided in the Trust
Agreement. Notice of such removal and appointment shall be mailed to each
Certificateholder by the Sponsor. If upon resignation of the Trustee no
successor has been appointed and has accepted the appointment within
thirty days after notification, the Trustee may apply to a court of
competent jurisdiction for the appointment of a successor. The
resignation or removal of the Trustee becomes effective only when the
successor Trustee accepts its appointment as such or when a court of
competent jurisdiction appoints a successor Trustee. Upon execution of a
written acceptance of such appointment by such successor Trustee, all the
rights, powers, duties and obligations of the original Trustee shall vest
in the successor.
Any corporation into which the Trustee may be merged or with
which it may be consolidated, or any corporation resulting from any merger
or consolidation to which the Trustee shall be a party, shall be the
successor Trustee. The Trustee must always be a banking corporation
organized under the laws of the United States or any State and have at all
times an aggregate capital, surplus and undivided profits of not less than
$2,500,000.
The Evaluator
The Evaluator is Interactive Data Services, Inc., a corporation
organized and existing under the laws of the State of New York, with its
main offices located at 99 Church Street, New York, New York 10007.
The Trustee, Sponsor and Certificateholders may rely on any
evaluation furnished by the Evaluator and shall have no responsibility for
the accuracy thereof. Determinations by the Evaluator under the Trust
Agreement shall be made in good faith upon the basis of the best
information available to it, provided, however, that the Evaluator shall
be under no liability to the Trustee, the Sponsor, or Certificateholders
for errors in judgment, except in cases of its own willful misfeasance,
bad faith, gross negligence or reckless disregard of its obligations and
duties.
The Evaluator may resign or may be removed by the Sponsor, and
the Sponsor is to use its best efforts to appoint a satisfactory
successor. Such resignation or removal shall become effective upon the
acceptance of appointment by the successor Evaluator. If upon resignation
of the Evaluator no successor has accepted appointment within thirty days
after notice of resignation, the Evaluator may apply to a court of
competent jurisdiction for the appointment of a successor.
TRUST EXPENSES AND CHARGES
At no cost to the Trust, the Sponsor has borne all the expenses
of creating and establishing the Trust, including the cost of initial
preparation and execution of the Trust Agreement, registration of the
Trust under the Investment Company Act of 1940 and the Units under the
Securities Act of 1933, preparation and printing of the Certificates, the
fees of the Evaluator during the initial public offering and of Fitch
Investors Service, Inc. for rating the Units of the Trust, legal expenses,
advertising and selling expenses, initial fees and expenses of the Trustee
and other out-of-pocket expenses.
The Sponsor will not charge the Trust a fee for its services as
such. See "Sponsor's Profits".
The Trustee will receive for its ordinary recurring services to
the Trust an annual fee in the respective amounts set forth under "Summary
of Essential Information". For a discussion of the services performed by
the Trustee pursuant to its obligation under the Trust Agreement, see
"Trust Administration" and "Rights of Certificateholders."
The Evaluator will receive, for each evaluation of the Debt
Obligations in the Trust, a fee in the amount set forth under "Summary of
Essential Information."
The Trustee's and Evaluator's fees are payable monthly as of
the Record Date from the Interest Account to the extent funds are
available and then from the Principal Account. Both fees may be increased
without approval of the Certificateholders by amounts not exceeding
proportionate increases in consumer prices for services as measured by the
United States Department of Labor's Consumer Price Index entitled "All
Services Less Rent."
The following additional charges are or may be incurred by the
Trust: all expenses (including counsel fees) of the Trustee incurred in
connection with their activities under the Trust Agreement, including the
expenses and costs of any action undertaken by the Trustee to protect the
Trust and the rights and interests of the Certificateholders; fees of the
Trustee for any extraordinary services performed under the Trust
Agreement; indemnification of the Trustee for any loss or liability
accruing to them without gross negligence, bad faith or willful misconduct
on their part, arising out of or in connection with their acceptance or
administration of the Trust; indemnification of the Sponsor for any loss,
liabilities and expenses incurred in acting as Sponsor of the Trust
without gross negligence, bad faith or willful misconduct on its part; and
all taxes and other governmental charges imposed upon the Debt Obligations
or any part of the Trust (no such taxes or charges are being levied, made
or, to the knowledge of the Sponsor, contemplated). The above expenses,
including the Trustee's fees, when paid by or owing to the Trustee are
secured by a first lien on the Trust. In addition, the Trustee is
empowered to sell Debt Obligations in order to make funds available to pay
all expenses.
EXCHANGE PRIVILEGE AND CONVERSION OFFER
Exchange Privilege
Certificateholders may elect to exchange any or all of their
Units of these Trusts for Units of one or more of any available series of
Insured Municipal Securities Trust, Municipal Securities Trust, New York
Municipal Trust, Mortgage Securities Trust, A Corporate Trust or Equity
Securities Trust (upon receipt by the Equity Securities Trust of an
appropriate exemptive order from the Securities & Exchange Commission)
(the "Exchange Trusts") at a reduced sales charge as set forth below.
Under the Exchange Privilege, the Sponsor's repurchase price of the Units
being surrendered and only after the initial offering period has been
completed, will be based on the aggregate bid price of the Bonds in the
particular Trust portfolio. Units in an Exchange Trust then will be sold
to the Certificateholder at a price based on the aggregate offer price of
the Bonds in the Exchange Trust portfolio during the initial public
offering period of the Exchange Trust (or for units of the Equity
Securities Trust, based on the Market Value of the underlying securities
in the Equity Trust portfolio); or, based on the aggregate bid price of
the Bonds in the Exchange Trust portfolio if its initial public offering
has been completed, plus accrued interest (or for units of the Equity
Securities Trust, based on the Market Value of the underlying securities
in the Equity Trust portfolio) and a reduced sales charge as set forth
below.
Except for unitholders who wish to exercise the Exchange
Privilege within the first five months of their purchase of Units of
Trust, the sales charge applicable to the purchase of units of an Exchange
Trust shall be $15 per unit (or per 1,000 Units for the Mortgage
Securities Trust or per 100 Units for the Equity Securities Trust)
(approximately 1.5% of the price of each Exchange Trust unit (or 1,000
Units for the Mortgage Securities Trust or 100 Units for the Equity
Securities Trust)). For unitholders who wish to exercise the Exchange
Privilege within the first five months of their purchase of Units of
Trust, the sales charge applicable to the purchase of units of an Exchange
Trust shall be the greater of (i) $15 per unit (or per 1,000 Units for the
Mortgage Securities Trust or per 100 Units for the Equity Securities
Trust), or (ii) an amount which when coupled with the sales charge paid by
the unitholder upon his original purchase of Units of the Trust at least
equals the sales charge applicable in the direct purchase of units of an
Exchange Trust. The Exchange Privilege is subject to the following
conditions:
(1) The Sponsor must be maintaining a secondary market in both
the Units of the Trust held by the Certificateholder and the Units
of the available Exchange Trust. While the Sponsor has indicated
its intention to maintain a market in the Units of all Trusts
sponsored by it, the Sponsor is under no obligation to continue to
maintain a secondary market and therefore there is no assurance that
the Exchange Privilege will be available to a Certificateholder at
any specific time in the future. At the time of the
Certificateholder's election to participate in the Exchange
Privilege, there also must be Units of the Exchange Trust available
for sale, either under the initial primary distribution or in the
Sponsor's secondary market.
(2) Exchanges will be effected in whole units only. Any
excess proceeds from the Units surrendered for exchange will be
remitted and the selling Certificateholder will not be permitted to
advance any new funds in order to complete an exchange. Units of
the Mortgage Securities Trust may only be acquired in blocks of
1,000 Units. Units of the Equity Securities Trust may only be
acquired in blocks of 100 Units.
(3) The Sponsor reserves the right to suspend, modify or
terminate the Exchange Privilege. The Sponsor will provide
unitholders of the Trust with 60 days' prior written notice of any
termination or material amendment to the Exchange Privilege,
provided that, no notice need be given if (i) the only material
effect of an amendment is to reduce or eliminate the sales charge
payable at the time of the exchange, to add one or more series of
the Trust eligible for the Exchange Privilege or to delete a series
which has been terminated from eligibility for the Exchange
Privilege, (ii) there is a suspension of the redemption of units of
an Exchange Trust under Section 22(e) of the Investment Company Act
of 1940, or (iii) an Exchange Trust temporarily delays or ceases the
sale of its units because it is unable to invest amounts effectively
in accordance with its investment objectives, policies and
restrictions. During the 60 day notice period prior to the
termination or material amendment of the Exchange Privilege
described above, the Sponsor will continue to maintain a secondary
market in the units of all Exchange Trusts that could be acquired by
the affected unitholders. Unitholders may, during this 60 day
period, exercise the Exchange Privilege in accordance with its terms
then in effect. In the event the Exchange Privilege is not
available to a Certificateholder at the time he wishes to exercise
it, the Certificateholder will immediately be notified and no action
will be taken with respect to his Units without further instructions
from the Certificateholder.
To exercise the Exchange Privilege, a Certificateholder should
notify the Sponsor of his desire to exercise his Exchange Privilege. If
Units of a designated, outstanding series of an Exchange Trust are at the
time available for sale and such Units may lawfully be sold in the state
in which the Certificateholder is a resident, the Certificateholder will
be provided with a current prospectus or prospectuses relating to each
Exchange Trust in which he indicates an interest. He may then select the
Trust or Trusts into which he desires to invest the proceeds from his sale
of Units. The exchange transaction will operate in a manner essentially
identical to a secondary market transaction except that units may be
purchased at a reduced sales charge.
Example: Assume that after the initial public offering has
been completed, a Certificateholder has five units of a Trust with a
current value of $700 per unit which he has held for more than 5 months
and the Certificateholder wishes to exchange the proceeds for units of a
secondary market Exchange Trust with a current price of $725 per unit.
The proceeds from the Certificateholder's original units will aggregate
$3,500. Since only whole units of an Exchange Trust may be purchased
under the Exchange Privilege, the Certificateholder would be able to
acquire four units (or 4,000 Units of the Mortgage Securities Trust or 400
Units of the Equity Securities Trust) for a total cost of $2,960 ($2,900
for unit and $60 for the sales charge). The remaining $540 would be
remitted to the Certificateholder in cash. If the Certificateholder
acquired the same number of units at the same time in a regular secondary
market transaction, the price would have been $3,068.80 ($2,900 for units
and $168.80 for the sales charge, assuming a 5 1/2% sales charge times the
public offering price).
The Conversion Offer
Unit owners of any registered unit investment trust for which
there is no active secondary market in the units of such trust (a
"Redemption Trust") may elect to redeem such units and apply the proceeds
of the redemption to the purchase of available Units of one or more series
of A Corporate Trust, Municipal Securities Trust, Insured Municipal
Securities Trust, Mortgage Securities Trust, New York Municipal Trust or
Equity Securities Trust (upon receipt by the Equity Securities Trust of an
appropriate exemptive order from the Securities and Exchange Commission)
sponsored by Bear, Stearns & Co. Inc. or the Sponsor (the "Conversion
Trusts") at the Public Offering Price for units of the Conversion Trust
based on a reduced sales charge as set forth below. Under the Conversion
Offer, units of the Redemption Trust must be tendered to the trustee of
such trust for redemption at the redemption price, which is based upon the
aggregate bid side evaluation of the underlying bonds in such trust and is
generally about 1 1/2% to 2% lower than the offering price for such bonds
(or for units of Equity Securities Trust, based on the Market Value of the
underlying securities in the Equity Trust portfolio). The purchase price
of the units will be based on the aggregate offer price of the underlying
bonds in the Conversion Trust portfolio (or for units of the Equity
Securities Trust, based on the Market Value of the underlying securities
in the Equity Trust portfolio) during its initial offering period; or, at
a price based on the aggregate bid price of the underlying bonds if the
initial public offering of the Conversion Trust has been completed, plus
accrued interest (or for units of the Equity Securities Trust, based on
the Market Value of the underlying securities in the Equity Trust
portfolio) and a sales charge as set forth below.
Except for unitholders who wish to exercise the Conversion
Offer within the first five months of their purchase of units of a
Redemption Trust, the sales charge applicable to the purchase of Units of
the Conversion Trust shall be $15 per Unit (or per 1,000 Units for the
Mortgage Securities Trust or per 100 Units for the Equity Securities
Trust). For unitholders who wish to exercise the Conversion Offer within
the first five months of their purchase of units of a Redemption Trust,
the sales charge applicable to the purchase of Units of a Conversion Trust
shall be the greater of (i) $15 per Unit (or per 1,000 Units for the
Mortgage Securities Trust or per 100 Units for the Equity Securities
Trust) or (ii) an amount which when coupled with the sales charge paid by
the unitholder upon his original purchase of units of the Redemption Trust
at least equals the sales charge applicable in the direct purchase of
Units of a Conversion Trust. The Conversion Offer is subject to the
following limitations:
(1) The Conversion Offer is limited only to unit owners of any
Redemption Trust, defined as a unit investment trust for which there
is no active secondary market at the time the Certificateholder
elects to participate in the Conversion Offer. At the time of the
unit owner's election to participate in the Conversion Offer, there
also must be available units of a Conversion Trust, either under a
primary distribution or in the Sponsor's secondary market.
(2) Exchanges under the Conversion Offer will be effected in
whole units only. Unit owners will not be permitted to advance any
new funds in order to complete an exchange under the Conversion
Offer. Any excess proceeds from units being redeemed will be
returned to the unit owner. Units of the Mortgage Securities Trust
may only be acquired in blocks of 1,000 units.
(3) The Sponsor reserves the right to modify, suspend or
terminate the Conversion Offer at any time without notice to unit
owners of Redemption Trusts. In the event the Conversion Offer is
not available to a unit owner at the time he wishes to exercise it,
the unit owner will be notified immediately and no action will be
taken with respect to his units without further instruction from the
unit owner. The Sponsor also reserves the right to raise the sales
charge based on actual increases in the Sponsor's costs and expenses
in connection with administering the program, up to a maximum sales
charge of $20 per unit (or per 1,000 units for the Mortgage
Securities Trust or per 100 Units for the Equity Securities Trust).
To exercise the Conversion Offer, a unit owner of a Redemption
Trust should notify his retail broker of his desire to redeem his
Redemption Trust Units and use the proceeds from the redemption to
purchase Units of one or more of the Conversion Trusts. If Units of a
designated, outstanding series of a Conversion Trust are at that time
available for sale and if such Units may lawfully be sold in the state in
which the unit owner is a resident, the unit owner will be provided with a
current prospectus or prospectuses relating to each Conversion Trust in
which he indicates an interest. He then may select the Trust or Trusts
into which he decides to invest the proceeds from the sale of his Units.
The transaction will be handled entirely through the unit owner's retail
broker. The retail broker must tender the units to the trustee of the
Redemption Trust for redemption and then apply the proceeds to the
redemption toward the purchase of units of a Conversion Trust at a price
based on the aggregate offer or bid side evaluation per Unit of the
Conversion Trust, depending on which price is applicable, plus accrued
interest and the applicable sales charge. The certificates must be
surrendered to the broker at the time the redemption order is placed and
the broker must specify to the Sponsor that the purchase of Conversion
Trust Units is being made pursuant to the Conversion Offer. The unit
owner's broker will be entitled to retain $5 of the applicable sales
charge.
Example: Assume a unit owner has five units of a Redemption
Trust which has held for more than 5 months with a current redemption
price of $675 per unit based on the aggregate bid price of the underlying
bonds and the unit owner wishes to participate in the Conversion Offer and
exchange the proceeds for units of a secondary market Conversion Trust
with a current price of $750 per Unit. The proceeds from the unit owner's
redemption of units will aggregate $3,375. Since only whole units of a
Redemption Trust may be purchased under the Conversion Offer, the unit
owner will be able to acquire four units of the Conversion Trust (or 4,000
units of the Mortgage Securities Trust or 400 Units of the Equity
Securities Trust) for a total cost of $2,860 ($2,800 for units and $60 for
the sales charge). The remaining $515 would be remitted to the unit owner
in cash. If the unit owner acquired the same number of Conversion Trust
units at the same time in a regular secondary market transaction, the
price would have been $2,962.96 ($2,800 for units and $162.96 sales
charge, assuming a 5 1/2% sales charge times the public offering price).
Description of the Exchange Trusts
and the Conversion Trusts
A Corporate Trust may be an appropriate investment vehicle for
an investor who is more interested in a higher current return on his
investment (although taxable) than a tax-exempt return (resulting from the
fact that the current return from taxable fixed income securities is
normally higher than that available from tax-exempt fixed income
securities). Municipal Securities Trust and New York Municipal Trust may
be appropriate investment vehicles for an investor who is more interested
in tax-exempt income. The interest income from New York Municipal Trust
is, in general, also exempt from New York State and local New York income
taxes, while the interest income from Municipal Securities Trust is
subject to applicable New York State and local taxes, except for that
portion of the income attributable to New York obligations in the Trust
Portfolio, if any. The interest income from each State Trust of the
Municipal Securities Trust, Multi-State Series is, in general, exempt from
state and local taxes when held by residents of the state where the
issuers of bonds in such State Trusts are located. The Insured Municipal
Securities Trust combines the advantages of providing interest income free
from regular federal income tax under existing law with the added safety
of irrevocable insurance on the underlying obligations. Insured Navigator
Series further combines the advantages of providing interest income free
from regular federal income tax and state and local taxes when held by
residents of the state where issuers of bonds in such State Trusts are
located with the added safety of irrevocable insurance on the underlying
obligations. Mortgage Securities Trust offers an investment vehicle for
investors who are interested in obtaining safety of capital and a high
level of current distribution of interest income through investment in a
fixed portfolio of collateralized mortgage obligations. Equity Securities
Trust offers investors an opportunity to achieve capital appreciation
together with a high level of current income.
Tax Consequences of the Exchange
Privilege and the Conversion Offer
A surrender of units pursuant to the Exchange Privilege and the
Conversion Offer normally will constitute a "taxable event" to the Cer-
tificateholder under the Code. The Certificateholder will generally
recognize a tax gain or loss that will constitute either a long-term or
short-term capital gain or loss, depending on the length of time the units
have been held and other factors. Under present law, capital gains are
generally taxed at the same rates applicable to ordinary income, although
a preferential rate is available in certain circumstances. (See "Tax
Status"). A Certificateholder's tax basis in the Units acquired pursuant
to the Exchange Privilege or Conversion Offer will be equal to the
purchase price of such Units. (See "Tax Status"). Investors should
consult their own tax advisors as to the tax consequences to them of
exchanging or redeeming units and participating in the Exchange Privilege
or Conversion Offer.
OTHER MATTERS
Legal Opinions
The legality of the Units originally offered and certain
matters relating to federal tax law have been passed upon by
Messrs. Battle Fowler, 280 Park Avenue, New York, New York 10017, as
counsel for the Sponsor. On the initial date of deposit, Messrs. Booth &
Baron acted as counsel for the Trustee.
Independent Auditors
The financial statements of the Trust included in Part A of
this Prospectus as of the date set forth in Part A have been examined by
KPMG Peat Marwick, independent certified public accountant, for the
periods indicated in its reports appearing herein. The financial
statements examined by KPMG Peat Marwick have been so included in reliance
on its reports given upon its authority as experts in accounting and
auditing.
DESCRIPTION OF DEBT OBLIGATION RATINGS*
Standard & Poor's Corporation
A brief description of the applicable Standard & Poor's
Corporation rating symbols and their meanings is as follows:
A Standard & Poor's corporate or municipal bond rating is a
current assessment of the creditworthiness of an obligor with respect to a
specific debt obligation. This assessment of creditworthiness may take
into consideration obligors such as guarantors, insurers, or lessees.
* As described by the rating agencies.
<PAGE>
The bond rating is not a recommendation to purchase or sell a
security, inasmuch as it does not comment as to market price.
The ratings are based on current information furnished to
Standard & Poor's by the issuer and obtained by Standard & Poor's from
other sources it considers reliable. The ratings may be changed,
suspended or withdrawn as a result of changes in, or unavailability of,
such information.
The ratings are based, in varying degrees, on the following
considerations:
I. Likelihood of default--capacity and willingness of
the obligor as to the timely payment of interest and repayment of
principal in accordance with the terms of the obligation.
II. Nature of and provisions of the obligation.
III. Protection afforded by, and relative position of, the
obligation in the event of bankruptcy, reorganization or other arrangement
under the laws of bankruptcy and other laws affecting creditors' rights.
AAA -- This is the highest rating assigned by Standard &
Poor's to a debt obligation and indicates an extremely strong capacity to
pay principal and interest.
AA -- Bonds rated AA also qualify as high-quality debt
obligations. Capacity to pay principal and interest is very strong, and
they differ from AAA issues only in small degrees.
A -- Bonds rated A have a strong capacity to pay principal and
interest, although they are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions.
BBB -- Bonds rated BBB are regarded as having an adequate
capacity to pay principal and interest. Whereas they normally exhibit
adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
principal and interest for bonds in this category than for bonds in the A
category.
Plus (+) or Minus (-): To provide more detailed indications of
credit quality, the ratings from "AA" to "BB" may be modified by the
addition of a plus or minus sign to show relative standing within the
major rating categories.
P -- Provisional Ratings (Prov.) following a rating indicates
the rating is provisional which assumes the successful completion of the
project being financed by the issuance of the bonds being rated and
indicates that payment of debt service requirements is largely or entirely
dependent upon the successful and timely completion of the project. This
rating, however, while addressing credit quality subsequent to completion,
makes no comment on the likelihood of, or the risk of default upon failure
of, such completion. Accordingly, the investor should exercise his own
judgment with respect to such likelihood and risk.
Moody's Investors Service, Inc.
A brief description of the applicable Moody's Investors
Service, Inc.'s rating symbols and their meanings is as follows:
Aaa -- Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are
generally referred to as "gilt edge." Interest payments are protected by
a large or by an exceptionally stable margin and principal is secure.
While the various protective elements are likely to change, such changes
as can be visualized are most unlikely to impair the fundamentally strong
position of such issues.
Aa -- Bonds which are rated Aa are judged to be of high
quality by all standards. Together with the Aaa group they comprise what
are generally known as high grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the long-term
risks appear somewhat larger than in Aaa securities.
A -- Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations.
Factors giving security to principal and interest are considered adequate
but elements may be present which suggest a susceptibility to impairment
sometime in the future.
Baa -- Bonds which are rated Baa are considered as medium
grade obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds
lack outstanding investment characteristics and in fact have speculative
characteristics as well. The market value of the Baa-rated bonds is more
sensitive to changes in economic circumstances. Aside from occasional
speculative factors and the aforementioned economic circumstances applying
to some bonds of this Class, Baa market valuations move in parallel with
Aaa, Aa and A obligations during periods of economic normalcy, except in
instances of oversupply.
Those bonds in the A and Baa group which Moody's believes
possess the strongest investment attributes are designated by the symbol
A 1 and Baa 1. Other A bonds comprise the balance of the group. These
rankings (1) designate the bonds which offer the maximum in security
within their quality group, (2) designate bonds which can be bought for
possible upgrading in quality and (3) additionally afford the investor an
opportunity to gauge more precisely the relative attractiveness of
offerings in the marketplace.
Moody's applies numerical modifiers, 1, 2 and 3 in each generic
rating classification from Aa through B in its corporate bond rating
system. The modifier 1 indicates that the security ranks in the higher
end of its generic rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates that the issue ranks in the lower
end of its generic rating category.
Con-Bonds for which the security depends upon the completion of
some act or the fulfillment of some condition are rated conditionally.
These are debt obligations secured by (a) earnings of projects under
construction, (b) earnings of projects unseasoned in operating experience,
(c) rentals which begin when facilities are completed, or (d) payments to
which some other limiting condition attaches. Rating denotes probable
credit stature upon completion of construction or elimination of basis of
condition.
<PAGE>
==========================================================================
AUTHORIZATION FOR INVESTMENT IN A CORPORATE TRUST
TRP PLAN - TOTAL REINVESTMENT PLAN
I hereby elect to participate in the TRP Plan and am the owner of _____
units of Series ___.
I hereby authorize The Bank of New York, Wall Street Trust Division,
Trustee, to pay all semi-annual distributions of interest and principal
(if any) with respect to such units to The Bank of New York, Wall Street
Trust Division, as TRP Plan Agent, who shall immediately invest the
distributions in units of the available series of A Corporate Trust.
The foregoing authorization is subject Date _______________ 19__
in all respects to the terms and condi-
tions of participation set forth in the
prospectus relating to such available
series.
___________________________________ ___________________________________
Registered Holder (print) Registered Holder (print)
___________________________________ ___________________________________
Registered Holder Signature Registered Holder Signature
(Two signatures if joint tenancy)
My Brokerage Firm's Name
Street Address
City, State & Zip Code
Salesman's Name _______________________ Salesman's No._________________
UNIT HOLDERS NEED ONLY DATE AND SIGN THIS FORM.
==========================================================================
MAIL TO YOUR BROKER
OR
THE BANK OF NEW YORK
101 BARCLAY STREET
NEW YORK, NEW YORK 10286
<PAGE>
INDEX
Title Page A CORPORATE TRUST, SERIES 1
Summary of Essential Information . . . A-4 (A Unit Investment Trust)
Information Regarding the Trust . . . . A-6
Financial and Statistical Information . A-7 Prospectus
Audit and Financial Information
Report of Independent Auditors . . . F-1 Dated: April 29, 1994
Statement of Net Assets . . . . . . . F-2
Statement of Operations . . . . . . . F-3 Sponsor:
Statement of Changes in Net Assets . F-4
Notes to Financial Statements . . . . F-5 Bear, Stearns & Co. Inc.
Portfolio . . . . . . . . . . . . . . F-6 245 Park Avenue
The Trust . . . . . . . . . . . . . . . 1 New York, N.Y. 10167
Public Offering . . . . . . . . . . . . 4 212-272-2500
Estimated Long Term Return and
Estimated Current Return . . . . . . 5
Rights of Certificateholders . . . . . 6 Trustee:
Tax Status . . . . . . . . . . . . . . 8
Liquidity . . . . . . . . . . . . . . . 10 The Bank of New York
Total Reinvestment Plan . . . . . . . . 12 101 Barclay Street
Trust Administration . . . . . . . . . 16 New York, N.Y. 10286
Trust Agreement, Amendment 1-800-431-8002
And Termination . . . . . . . . . . . 17
Trust Expenses and Charges . . . . . . 20
Exchange Privilege and Conversion
Offer . . . . . . . . . . . . . . . . 21
Other Matters . . . . . . . . . . . . . 25 Evaluator:
Description of Debt Obligation
Ratings . . . . . . . . . . . . . . . 25 Interactive Data Services,
Inc.
Parts A and B of this Prospectus do not 99 Church Street
contain all of the information set forth in New York, N.Y. 10007
the registration statement and exhibits
relating thereto, filed with the Securities
and Exchange Commission, Washington, D.C.,
under the Securities Act of 1933, and to
which reference is made.
* * *
This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, securities in any state to any person to
whom it is not lawful to make such offer in such state.
* * *
No person is authorized to give any information or to make any
representations not contained in Parts A and B of this Prospectus; and any
information or representation not contained herein must not be relied upon
as having been authorized by the Trust, the Trustees, the Evaluator, or
the Sponsor. The Trust is registered as a unit investment trust under the
Investment Company Act of 1940. Such registration does not imply that the
Trust or any of its Units have been guaranteed, sponsored, recommended or
approved by the United States or any state or any agency or officer
thereof.
<PAGE>
PART II
ADDITIONAL INFORMATION NOT REQUIRED
IN PROSPECTUS
CONTENTS OF REGISTRATION STATEMENT
This Post-Effective Amendment to the Registration Statements on Form S-6
comprises the following papers and documents:
The facing sheet on Form S-6.
The Cross-Reference Sheet.
The Prospectus consisting of pages.
Signatures.
Consent of Independent Auditors.
Consent of Counsel (included in Exhibits 99.3.1 and 99.3.1.1).
Consent of the Evaluator (included in Exhibit 99.5.3).
The following exhibits:
99.1.1 -- Form of Reference Trust Agreement, as amended (filed as
Exhibit 1.1 to Amendment No. 2 to Form S-6 Registration
Statement No. 2-62336 of A Corporate Trust, Series 1 on
October 23, 1978 and incorporated herein by reference).
99.1.1.1 -- Trust Indenture and Agreement for A Corporate Trust,
Series 1 (and Subsequent Series), as amended, dated
November 1, 1986 (filed as Exhibit 1.1.1 to Post-Effective
Amendment No. 8 to Form S-6 Registration Statement
No. 2-62336 of A Corporate Trust, Series 1 on April 30,
1987 and incorporated herein by reference).
99.1.3.4 -- Certificate of Incorporation of Bear, Stearns & Co. Inc.,
as amended (filed as Exhibit 99.1.3.4 to Form S-6
Registration Statement Nos. 33-50891 and 33-50901 of
Insured Municipal Securities Trust, New York Navigator
Insured Series 15 and New Jersey Navigator Insured
Series 11; and Municipal Securities Trust, Multi-State
Series 44, respectively, on December 9, 1993 and
incorporated herein by reference).
99.1.3.5 -- By-laws of Bear, Stearns & Co. Inc., as amended (filed as
Exhibit 99.1.3.5 to Form S-6 Registration Statement
Nos. 33-50891 and 33-50901 of Insured Municipal Securities
Trust, New York Navigator Insured Series 15 and New Jersey
Navigator Insured Series 11; and Municipal Securities
Trust, Multi-State Series 44, respectively, on December 9,
1993 and incorporated herein by reference).
99.1.4 -- Form of Agreement Among Underwriters, as amended (filed as
Exhibit 1.4 to Amendment No. 2 to Registration Statement
on Form S-6 No. 2-62336 of A Corporate Trust, Series 1 on
October 23, 1978 and incorporated herein by reference).
99.2.1 -- Form of Certificate (filed as Exhibit 2.1 to Amendment
No. 2 to Registration Statement on Form S-6 No. 2-62336 of
A Corporate Trust, Series 1 on October 23, 1978 and
incorporated herein by reference).
99.3.1 -- Opinion of Battle Fowler (formerly Battle, Fowler, Jaffin
& Kheel) as to the legality of the securities being
registered, including their consent to the delivery
thereof and to the use of their name under the headings
"Tax Status" and "Legal Opinions" in the Prospectus, and
to the delivery of their opinion regarding tax status of
the Trust (filed as Exhibit 3.1 to Amendment No. 2 to
Registration Statement on Form S-6 No. 2-62336 of A
Corporate Trust, Series 1 on October 23, 1978 and
incorporated herein by reference).
99.3.1.1 -- Opinion of Battle Fowler (formerly Battle, Fowler, Jaffin
& Kheel) as to tax status of securities being registered
(filed as Exhibit 3.1.1 to Amendment No. 2 to Registration
Statement on Form S-6 No. 2-62336 of A Corporate Trust,
Series 1 on October 23, 1978 and incorporated herein by
reference).
*99.5.3 -- Consent of Interactive Data Services, Inc.
99.6.0 -- Power of Attorney of Bear, Stearns & Co. Inc., the
Depositor, by its Officers and a majority of its Directors
(filed as Exhibit 6.0 to Post-Effective Amendment No. 8 to
Form S-6 Registration Statements Nos. 2-92113, 2-92660,
2-93073, 2-93884 and 2-94545 of Municipal Securities
Trust, Multi-State Series 4, 5, 6, 7 and 8, respectively,
on October 30, 1992 and incorporated herein by reference).
* Being filed by this Amendment.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, A Corporate Trust, Series 1 certifies that it meets all of the
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933. The registrant has duly caused this Post-Effective Amendment to the
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 19th day of April, 1994.
A CORPORATE TRUST, SERIES 1
(Registrant)
BEAR, STEARNS & CO. INC.
(Depositor)
By: PETER J. DeMARCO
(Authorized Signator)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective 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 Bear, Stearns & Co. Inc., the Depositor, in
the capacities and on the dates indicated.
Name Title Date
ALAN C. GREENBERG Chairman of the Board, Chief )
Executive Officer, Director and )
Senior Managing Director )
JAMES E. CAYNE President, Director and Senior )
Managing Director )April 19, 1994
ALVIN H. EINBENDER Chief Operating Officer, Executive)
Vice President, Director and )
JOHN C. SITES, JR. Senior Managing Director )
Executive Vice President, Director)By:PETER J.DeMARCO
MICHAEL L. TARNOPOL and Senior Managing Director )
Executive Vice President, Director)
VINCENT J. MATTONE and Senior Managing Director )
Executive Vice President, Director)Attorney-in-Fact*
ALAN D. SCHWARTZ and Senior Managing Director )
Executive Vice President, Director)
DOUGLAS P.C. NATION and Senior Managing Director )
Director and Senior Managing )
WILLIAM J. MONTGORIS Director )
Chief Financial Officer, Senior )
Vice President-Finance and Senior )
KENNETH L. EDLOW Managing Director )
Secretary and Senior Managing )
MICHAEL MINIKES Director )
Treasurer and Senior Managing )
MICHAEL J. ABATEMARCO Director )
Controller, Assistant Secretary )
MARK E. LEHMAN and Senior Managing Director )
Senior Vice President - General )
Counsel and Senior Managing )
FREDERICK B. CASEY Director )
Assistant Treasurer and Senior )
Managing Director )
_______________
* An executed power of attorney was filed as Exhibit 6.0 to Post-
Effective Amendment No. 8 to Registration Statements Nos. 2-92113,
2-92660, 2-93073, 2-93884 and 2-94545 on October 30, 1992.
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in these Post-Effective Amendments to the Registration
Statements of our reports on the financial statements of A Corporate Trust,
Series 1 included herein and to the reference to our firm under the heading
"Independent Auditors" in the Prospectus which is part of this Registration
Statement.
KPMG PEAT MARWICK
New York, New York
April 15, 1994
<PAGE>
EXHIBIT INDEX
Exhibit Description Page No.
99.1.1 Form of Reference Trust Agreement, as
amended (filed as Exhibit 1.1 to Amendment
No. 2 to Form S-6 No. 2-62336 of A
Corporate Trust, Series 1 on October 23,
1978 and incorporated herein by
reference).
99.1.1.1 Trust Indenture and Agreement for A
Corporate Trust, Series 1 (and Subsequent
Series), as amended, dated November 1,
1986 (filed as Exhibit 1.1.1 to Post-
Effective Amendment No. 8 to Form S-6
Registration Statement No. 2-62336 of A
Corporate Trust, Series 1 on April 30,
1987 and incorporated herein by
reference).
99.1.3.4 Certificate of Incorporation of Bear,
Stearns & Co. Inc., as amended (filed as
Exhibit 99.1.3.4 to Form S-6 Registration
Statement Nos. 33-50891 and 33-50901 of
Insured Municipal Securities Trust, New
York Navigator Insured Series 15 and New
Jersey Navigator Insured Series 11; and
Municipal Securities Trust, Multi-State
Series 44, respectively, on December 9,
1993 and incorporated herein by
reference).
99.1.3.5 By-laws of Bear, Stearns & Co. Inc., as
amended (filed as Exhibit 99.1.3.5 to
Form S-6 Registration Statement
Nos. 33-50891 and 33-50901 of Insured
Municipal Securities Trust, New York
Navigator Insured Series 15 and New Jersey
Navigator Insured Series 11; and Municipal
Securities Trust, Multi-State Series 44,
respectively, on December 9, 1993 and
incorporated herein by reference).
99.1.4 Form of Agreement Among Underwriters, as
amended (filed as Exhibit 1.4 to Amendment
No. 2 to Registration Statement on
Form S-6 No. 2-62336 of A Corporate Trust,
Series 1 on October 23, 1978 and
incorporated herein by reference).
99.2.1 Form of Certificate (filed as Exhibit 2.1
to Amendment No. 2 to Registration
Statement on Form S-6 No. 2-62336 of A
Corporate Trust, Series 1 on October 23,
1978 and incorporated herein by
reference).
99.3.1 Opinion of Battle Fowler (formerly Battle,
Fowler, Jaffin & Kheel) as to the legality
of the securities being registered,
including their consent to the delivery
thereof and to the use of their name under
the headings "Tax Status" and "Legal
Opinions" in the Prospectus, and to the
delivery of their opinion regarding tax
status of the Trust (filed as Exhibit 3.1
to Amendment No. 2 to Registration
Statement on Form S-6 No. 2-62336 of A
Corporate Trust, Series 1 on October 23,
1978 and incorporated herein by
reference).
99.3.1.1 Opinion of Battle, Fowler, Jaffin & Kheel
as to tax status of securities being
registered (filed as Exhibit 3.1.1 to
Amendment No. 2 to Registration Statement
on Form S-6 No. 2-62336 of A Corporate
Trust, Series 1 on October 23, 1978 and
incorporated herein by reference).
99.5.3 Consent of Interactive Data Services, Inc. .....
99.6.0 Power of Attorney of Bear, Stearns & Co.
Inc., the Depositor, by its Officers and a
majority of its Directors (filed as
Exhibit 6.0 to Post-Effective Amendment
No. 8 to Form S-6 Registration Statements
Nos. 2-92113, 2-92660, 2-93073, 2-93884
and 2-94545 of Municipal Securities Trust,
Multi-State Series 4, 5, 6, 7 and 8,
respectively, on October 30, 1992 and
incorporated herein by reference).
Interactive Data
a company of
The Dun & Bradstreet Corporation
14 Wall Street
New York, NY 10005
212-306-6596
Fax 212-306-6733
April 29, 1994
Bear Stearns & Company, Inc.
245 Park Avenue
New York, New York 10167
RE: A Corporate Trust Series 1, (A Unit Investment Trust)
Units of Fractional Undivided Interest
Registered Under the Securities Act of 1933,
File No. 2-62336
________________________________________________________________________
Gentlemen:
We have examined the Registration Statement for the above captioned Fund.
We hereby consent to the reference to Interactive Data Services, Inc. in
the Prospectus contained in the Post-Effective Amendment No. 15 to the
Registration Statement for the above captioned Fund and to the use of the
evaluations of the Obligations prepared by us which are referred to in
such Prospectus and Registration Statement.
You are authorized to file copies of this letter with the Securities and
Exchange Commission.
Very truly yours,
Richard D. Yosua
Vice President
