As filed with the Securities and Exchange Commission on April 25, 1996
Registration No. 2-62505*
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT
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: NEW YORK MUNICIPAL TRUST, SERIES 1, SERIES 2,
SERIES 3, SERIES 4, SERIES 5 and SERIES 6
B. Name of depositor: REICH & TANG DISTRIBUTORS L.P.
C. Complete address of depositor's principal executive office:
600 Fifth Avenue
New York, NY 10020
D. Name and complete address of agent for service:
PETER J. DeMARCO Copy of comments to:
Executive Vice President MICHAEL R. ROSELLA, ESQ.
Reich & Tang Distributors L.P. Battle Fowler LLP
600 Fifth Avenue 75 East 55th Street
New York, NY 10020 New York, NY 10022
(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 30, 1996 pursuant to paragraph (b)/
/ / 60 days after filing pursuant to paragraph (a)
/ / on ( date ) pursuant to paragraph (a) of Rule 485
* The Prospectus included in this Registration Statement constitutes a
Combined Prospectus as permitted by the provisions of Rule 429 of The
General Rules and Regulations under the Securities Act of 1933 (the
"Act"). Said Prospectus covers units of undivided interest in New York
Municipal Trust, Series 1, Series 2, Series 3, Series 4, Series 5 and
Series 6 heretofore filed as part of separate registration statements on
Form S-6 (Registration Nos. 2-62505, 2-63235, 2-63439, 2-64016, 2-64475,
and 2-64913, respectively) under the Act. This filing constitutes
Post-Effective Amendment No. 19 for Series 1, Series 2 and Series 3 and
Post-Effective Amendment No. 18 for Series 4, Series 5 and Series 6.
1656.1
<PAGE>
NEW YORK MUNICIPAL TRUST
SERIES 1, SERIES 2,
SERIES 3, SERIES 4,
SERIES 5, SERIES 6
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
-i-
700.1
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
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
-ii-
700.1
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
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
-iii-
700.1
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
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
-iv-
700.1
<PAGE>
NOTE: Part A of This Prospectus May Not Be
Distributed Unless Accompanied by Part B.
NEW YORK MUNICIPAL TRUST
SERIES 1
_______________________________________________________________________________
The Trust is a unit investment trust with an underlying portfolio
of long-term tax-exempt bonds and was formed to preserve capital and to
provide interest income (including, where applicable, earned original issue
discount) which, in the opinions of bond counsel to the respective issuers,
is, with certain exceptions, currently exempt from regular federal income tax
and New York State and New York City income taxes under existing law but may
be subject to state and local taxes in other jurisdictions. Capital gains are
subject to tax. (See "Tax Status" and "The Trust--Portfolios" in Part B of
this Prospectus.) The Sponsor is Reich & Tang Distributors L.P. (successor
Sponsor to 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 the Summary
of Essential Information as of December 31, 1995 (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 30, 1996
109802.1
<PAGE>
THE TRUST. The Trust is a unit investment trust formed to preserve
capital and to provide interest income (including, where applicable, earned
original issue discount) which, in the opinions of bond counsel to the
respective issuers, is, with certain exceptions, currently exempt from regular
federal income tax and New York State and New York City income taxes under
existing law through investment in a fixed, diversified portfolio of long-term
bonds (the "Bonds") issued by or on behalf of the State of New York and its
political subdivisions, municipalities and public authorities and by the
Commonwealth of Puerto Rico and its public authorities. Although the Supreme
Court has determined that Congress has the authority to subject interest on
bonds such as the Bonds in the Trust to regular federal income taxation,
existing law excludes such interest from regular federal income tax. Such
interest income may, however, be subject to federal corporate alternative
minimum tax and to state and local taxes in other jurisdictions. (See "Tax
Status" in Part B of this Prospectus.) All of the Bonds 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 discussion of the
significance of such ratings, see "Description of Bond Ratings" in Part B of
this Prospectus. For a list of ratings on the Evaluation Date, see "Portfolio".
Some of the Bonds in the Trust have been issued with optional refunding or
refinancing provisions ("Refunded Bonds") whereby the issuer of the Bond has
the right to call such Bond prior to its stated maturity date (and other than
pursuant to sinking fund provisions) and to issue new bonds ("Refunding Bonds")
in order to finance the redemption. Issuers typically utilize refunding calls
in order to take advantage of lower interest rates in the marketplace. Some of
these Refunded Bonds may be called for redemption pursuant to pre-refunding
provisions ("Pre-Refunded Bonds") whereby the proceeds from the issue of the
Refunding Bonds are typically invested in government securities in escrow for
the benefit of the holders of the Pre- Refunded Bonds until the refunding call
date. Usually, Pre-Refunded Bonds will bear a triple-A rating because of this
escrow. The issuers of Pre- Refunded Bonds must call such Bonds on their
refunding call date. Therefore, as of such date, the Trust will receive the
call price for such bonds but will cease receiving interest income with respect
to them. For a list of those Bonds which are Pre-Refunded Bonds as of the
Evaluation Date, if any, see "Notes to Financial Statements" in this Part A.
Some of the Bonds in the portfolio may have been purchased at an aggregate
premium over par. The payment of interest and preservation of capital are, of
course, dependent upon the continuing ability of the issuers of the Bonds to
meet their obligations. There can be no assurance that the Trust's investment
objectives will be achieved. Investment in the Trust should be made with an
understanding of the risks which an investment in long-term fixed rate debt
obligations may entail, including the risk that the value of the underlying
portfolio will decline with increases in interest rates. Each Unit in the Trust
represents a 1/5029th undivided interest in the principal and net income of the
Trust. The principal amount of Bonds deposited in the Trust per Unit is
reflected in the Summary of Essential Information. (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 secondary market Public Offering Price
of each Unit is equal to the aggregate bid price of the Bonds in the Trust
divided by the number of Units outstanding, plus a sales charge of 5.05% of the
Public Offering Price, or 5.318% of the net amount invested in Bonds 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 $534.77 plus accrued
interest of $13.93 under the monthly distribution plan and $16.46 under the
semi-annual distribution plan for a total of $548.70 and $551.23, respectively.
The Public Offering Price per Unit can vary on a daily basis in accordance with
fluctuations in the aggregate bid prices of the Bonds. (See "Public
Offering--Offering Price" in Part B of this Prospectus.)
A-2
109802.1
<PAGE>
ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN. Units of
each 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 each 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 the 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 the 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 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 and semi-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
Bonds in the portfolio 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.
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 bid prices 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. (For the Estimated Current Return to Certificateholders
under the monthly and semi-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 Sponsors
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 in
the secondary market will initially receive distributions in accordance with
the plan selected by the prior owner of such Unit and may thereafter change the
plan as provided under "Interest and Principal Distributions" in Part B of this
Prospectus. 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
interest distributions, see "Summary of Essential Information".
A-3
109802.1
<PAGE>
MARKET FOR UNITS. The Sponsor, although not obligated to do so,
presently maintains and intends to continue to maintain a secondary market for
the Units at prices based upon the aggregate bid price of the Bonds in the
Trust portfolio. The reoffer price will be based on the aggregate bid price of
the Bonds plus a sales charge of 5.05% (5.318% of the net amount invested),
plus net accrued interest. If a market is not maintained a Certificateholder
will be able to redeem his or her Units with the Trustee at a price also based
upon the aggregate bid price of the Bonds. (See "Sponsor Repurchase" and
"Offering Price" in Part B of this Prospectus.)
TOTAL REINVESTMENT PLAN. Certificateholders under the semi-annual
plan of distribution have the opportunity to have all their regular interest
distributions, and principal distributions, if any, reinvested in available
series of "New York Municipal Trust". (See "Total Reinvestment Plan" in Part B
of this Prospectus.) The Plan is not designed to be a complete investment
program.
A-4
109802.1
<PAGE>
NEW YORK MUNICIPAL TRUST
SERIES 1
SUMMARY OF ESSENTIAL INFORMATION AS OF DECEMBER 31, 1995
Date of Deposit: November 21, 1978 Evaluation Time: 4:00 p.m.
Principal Amount of Bonds ... $2,520,000 New York Time.
Number of Units ............. 5,029 Minimum Principal Distribution:
Fractional Undivided Inter- $1.00 per Unit.
est in Trust per Unit ..... 1/5029 Weighted Average Life to
Principal Amount of Maturity: 15.6 Years.
Bonds per Unit ............ $501.09 Minimum Value of Trust:
Secondary Market Public Trust may be terminated if
Offering Price** value of Trust is less than
Aggregate Bid Price $2,400,000 in principal amount
of Bonds in Trust ....... $2,560,083+++ of Bonds.
Divided by 5,029 Units .... $509.06 Mandatory Termination Date:
Plus Sales Charge of 5.05% The earlier of December 31,
of Public Offering Price $25.72 2027 or the disposition of the
Public Offering Price last Bond in the Trust.
per Unit ................ $534.77+ Trustee***: The Bank of New
Redemption and Sponsor's York.
Repurchase Price Trustee's Annual Fee: Monthly
per Unit .................. $509.06+ plan $1.08 per $1,000; semi-
+++ annual plan $.60 per $1,000;
++++ and annual plan is $.40 per
Excess of Secondary Market $1,000.
Public Offering Price Evaluator: Kenny S&P Evaluation
over Redemption and Services.
Sponsor's Repurchase Evaluator's Fee for Each
Price per Unit ............ $25.72++++ Evaluation: Minimum of $35
Difference between Public plus $.25 per each issue of
Offering Price per Unit Bonds in excess of 50 issues
and Principal Amount per (treating separate maturities
Unit Premium/(Discount) ... $33.68 as separate issues).
Sponsor: Reich & Tang
Distributors L.P.
PER UNIT INFORMATION BASED UPON INTEREST DISTRIBUTION PLAN ELECTED
Monthly Semi-Annual
Option Option
Gross annual interest income# ......... $32.17 $32.17
Less estimated annual fees and
expenses ............................ 1.99 1.60
Estimated net annual interest ______ ______
income (cash)# ...................... $30.18 $30.57
Estimated interest distribution# ...... 2.51 15.28
Estimated daily interest accrual# ..... .0838 .0849
Estimated current return#++ ........... 5.64% 5.72%
Estimated long term return++ .......... 3.87% 3.95%
Record dates .......................... 1st of Dec. 1 and
each month June 1
Interest distribution dates ........... 15th of Dec. 15 and
each month June 15
A-5
109802.1
<PAGE>
Footnotes to Summary of Essential Information
* The Date of Deposit is the date on which the Trust Agreement was signed
and the deposit of the Bonds with the Trustee made.
** For information regarding offering price per unit and applicable sales
charge under the Total Reinvestment Plan, see Total Reinvestment Plan in
Part B of this Prospectus.
*** The Trustee maintains its corporate trust office at 101 Barclay Street,
New York, New York 10286 (tel. no.: 1-212-495-1784). For information
regarding redemption by the Trustee, see "Trustee Redemption" in Part B
of this Prospectus.
+ Plus accrued interest to expected date of settlement (approximately five
business days after purchase) of $13.93 monthly and $16.46 semi-annually.
++ The estimated current return and estimated long term returns are
increased for transactions entitled to a discount (see "Employee
Discounts" in Part B of this Prospectus), 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 Bonds
(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.
# Does not include accrual from original issue discount bonds, if any.
A-6
109802.1
<PAGE>
INFORMATION REGARDING THE TRUST
AS OF DECEMBER 31, 1995
DESCRIPTION OF PORTFOLIO
Each Unit in the Trust consists of a 1/5029th fractional undivided
interest in the principal and net income of the Trust in the ratio of one Unit
for each $501.09 principal amount of the Bonds currently held in the Trust. The
Sponsor has not participated as a sole underwriter or manager, co-manager or
member of an underwriting syndicate from which any of the initial aggregate
principal amount of the Bonds were acquired. The portfolio of the Trust
consists of 11 issues representing obligations of 4 issuers located in New York
State. Five issues representing $1,935,000 of the principal amount of the Bonds
in the Trust are "moral obligation" bonds. All of the Bonds in the Trust are
subject to redemption prior to their stated maturity dates pursuant to sinking
fund or optional call provisions. 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). Four issues representing $470,000 of the principal
amount of the Bonds are general obligation bonds. All 7 of the remaining issues
representing $2,050,000 of the principal amount of the Bonds are payable from
the income of a specific project or authority and are not supported by the
issuer's power to levy taxes. The portfolio is divided for purpose of issue as
follows: Hospital and Nursing 2, Housing 3, University Construction 1, and
Water and Power 1. For an explanation of the significance of these factors see
"The Trust--Portfolio" and "Special Factors Concerning the Portfolio" in Part B
of this Prospectus. See "Tax Status" in Part B of this Prospectus.
None of the Bonds in the Trust are subject to the federal
individual alternative minimum tax under the Tax Reform Act of 1986. See "Tax
Status" in Part B of this Prospectus.
A-7
109802.1
<PAGE>
FINANCIAL AND STATISTICAL INFORMATION
Selected data for each Unit outstanding for the periods listed below:
Distribu-
tions of
Distributions of Interest Principal
During the Period (per Unit) During
Net Asset* Semi- the
Units Out- Value Monthly Annual Annual Period
Period Ended standing Per Unit Option Option Option (Per Unit)
December 31, 1993 5,334 $532.61 $30.82 $31.28 -0- $10.75
December 31, 1994 5,059 494.33 30.27 30.73 -0- -0-
December 31, 1995 5,029 521.99 30.44 30.82 -0- 2.57
- --------
* 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.
A-8
109802.1
<PAGE>
Independent Auditors' Report
The Sponsor, Trustee and Certificateholders
New York Municipal Trust, Series 1:
We have audited the accompanying statement of net assets, including the
portfolio, of New York Municipal Trust, Series 1 as of December 31, 1995, 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, 1995, by correspondence with
the Trustee. An audit also includes assessing the accounting principles used and
significant estimates made by the Trustee, 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 New York Municipal Trust,
Series 1 as of December 31, 1995, 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 LLP
New York, New York
March 31, 1996
<PAGE>
Statement of Net Assets
December 31, 1995
Investments in marketable securities,
at market value (cost $2,232,951) $ 2,559,617
Excess of other assets over total liabilities 65,484
----------
Net assets 5,029 units of fractional undivided
interest outstanding, $521.99 per unit) $ 2,625,101
==========
See accompanying notes to financial statements.
<PAGE>
<TABLE>
Statements of Operations
<CAPTION>
Years ended December 31,
--------- --- ---------- --- ----------
--------- ---------- ----------
1995 1994 1993
--------- ---------- ----------
<S> <C> <C> <C>
Investment income - interest $ 162,546 168,053 174,129
--------- ---------- ----------
Expenses:
Trustee's fees 3,773 8,101 5,960
Evaluator's fees 3,013 3,581 2,765
--------- ---------- ----------
Total expenses 6,786 11,682 8,725
--------- ---------- ----------
Investment income, net 155,760 156,371 165,404
--------- ---------- ----------
Realized and unrealized gain (loss) on investments:
Realized loss on
bonds sold or called (1,041) (7,377) (5,274)
Unrealized appreciation
(depreciation) for the year 152,522 (191,292) 126,815
--------- ---------- ----------
Net gain (loss)
on investments 151,481 (198,669) 121,541
--------- ---------- ----------
Net increase (decrease) in
net assets resulting
from operations $ 307,241 (42,298) 286,945
========= ========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
Statement of Changes in Net Assets
<CAPTION>
Years ended December 31,
---------- - ---------- - ----------
---------- ---------- ----------
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Operations:
Investment income, net $ 155,760 156,371 165,404
Net realized loss on
bonds sold or called (1,041) (7,377) (5,274)
Unrealized appreciation
(depreciation) for the year 152,522 (191,292) 126,815
---------- ---------- ----------
Net increase (decrease) in
net assets resulting
from operations 307,241 (42,298) 286,945
---------- ---------- ----------
Distributions to Certificateholders:
Investment income 154,299 158,436 165,568
Principal 12,948 - 57,341
Redemptions:
Interest 652 5,401 251
Principal 15,081 133,961 8,188
---------- ---------- ----------
Total distributions
and redemptions 182,980 297,798 231,348
---------- ---------- ----------
Total increase (decrease) 124,261 (340,096) 55,597
Net assets at beginning of year 2,500,840 2,840,936 2,785,339
---------- ---------- ----------
Net assets at end of year (including
undistributed net investment
income of $65,017, $64,208 and
$71,674, respectively) $ 2,625,101 2,500,840 2,840,936
========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
NEW YORK MUNICIPAL TRUST, SERIES 1
Notes to Financial Statements
December 31, 1995, 1994 and 1993
(1) Organization
New York Municipal Trust, Series 1 (Trust) was organized on November 21,
1978 by Bear, Stearns & Co. Inc. 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. Effective September 28, 1995, Reich & Tang
Distributors L.P. (Reich & Tang) has become the successor sponsor
(Sponsor) to certain of the unit investments trusts previously sponsored
by Bear, Stearns & Co. Inc. As successor Sponsor, Reich & Tang has assumed
all of the obligations and rights of Bear Stearns & Co. Inc., the previous
sponsor.
(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 Kenny S&P
Evaluation Services (Evaluator). The market value of the portfolio 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 the
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.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Trustee to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
(3) Income Taxes
The Trust is not subject to Federal income taxes as provided for by the
Internal Revenue Code.
(Continued)
<PAGE>
NEW YORK MUNICIPAL TRUST, SERIES 1
Notes to Financial Statements
(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).
See "Financial and Statistical Information" in Part A of this Prospectus
for the amounts of per unit distributions during the years ended December 31,
1995, 1994 and 1993.
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.
The Trust Indenture and Agreement also requires the Trust to redeem units
tendered. 30, 275 and 16 units were redeemed during the years ended December 31,
1995, 1994 and 1993, respectively.
(5) Net Assets
At December 31, 1995, the net assets of the Trust represented the interest
of Certificateholders as follows:
Original cost to Certificateholders $ 6,058,946
Less initial gross underwriting commission (272,640)
---------
5,786,306
Cost of securities sold or called (3,553,355)
Net unrealized appreciation 326,666
Undistributed net investment income 65,017
Undistributed proceeds from bonds
sold or called 467
---------
Total $ 2,625,101
=========
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>
NEW YORK MUNICIPAL TRUST, SERIES 1
Portfolio
December 31, 1995
<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)(5) Value(3)
- ----- --------- --------------------- ----- ------------ ------------------------ ----------
<S> <C> <C> <C> <C> <C> <C>
1 $ 60,000 State of New York A* 2.000% No Sinking Fund $ 40,321
General, Low Cost 11/01/2008 11/01/96 @ 100 Ref.
Housing Bonds,
Series 1961
2 100,000 State of New York A* 3.200 No Sinking Fund 89,065
General Obligation, 6/01/2003 6/01/98 @ 100 Ref.
Low Cost Housing
Bonds, Series 1963
3 85,000 State of New York A* 2.000 No Sinking Fund 51,904
General Obligation, 8/15/2011 8/15/02 @ 100 Ref.
Low Cost Housing
Bonds, Series 1967
4 225,000 State of New York A* 5.250 No Sinking Fund 223,970
General Obligation, 5/01/2013 5/01/96 @ 102 Ref.
Housing Middle
Income, Series 1971
5 500,000 New York Housing AAA 6.375 No Sinking Fund 550,739
Finance Agency 5/01/2001 None
Facilities Bonds,
1972 Series A
6 135,000 New York State A* 5.500 No Sinking Fund 135,142
Housing Finance 11/01/2013 1/29/96 @ 103 Ref.
Agency, Hospital and
Nursing Project
Bonds, 1972 Series A
7 370,000 New York State A* 7.000 11/01/98 @ 100 S.F. 377,504
Housing Finance 11/01/2017 1/29/96 @ 102 Ref.
Agency, Hospital and
Nursing Project
Bonds, 1977 Series A
8 300,000 New York State AAA 6.500 5/01/97 @ 100 S.F. 331,455
Housing Finance 11/01/2006 None
Agency, State
University
Construction Bonds,
1977 Series B
9 630,000 New York State NR 8.000 Currently @ 100 S.F. 638,140
Housing Finance 5/01/2019 5/01/96 @ 101 Ref.
Agency, Towpath
Towers Housing
Project Bonds
10 15,000 Power Authority of AAA 9.500 Currently @ 100 S.F. 16,739
the State of New 1/01/2001 None
York, General Purpose
Bonds, Series C
11 100,000 St. Casimir's Elderly NR 7.375 9/01/00 @ 100 S.F. 104,638
Housing Corporation 9/01/2010 3/01/96 @ 104.5 Ref.
(New York) First Lien
Revenue Bonds (Series
1978--Section 8
Assisted Project)
--------- ----------
$ 2,520,000 $ 2,559,617
========= ==========
</TABLE>
NEW YORK MUNICIPAL TRUST, SERIES 1
Footnotes to Portfolio
December 31, 1995
(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, 1995, the net unrealized appreciation of all the bonds was
comprised of the following:
Gross unrealized appreciation $ 341,462
Gross unrealized depreciation (14,796)
---------
Net unrealized appreciation $ 326,666
=======
(4) The annual interest income, based upon bonds held at December 31, 1995, to
the Trust is $161,813.
(5) The bonds have been prerefunded and will be redeemed at the next refunding
call date.
(6) Bonds sold or called after December 31, 1995 are noted in a footnote
"Changes in Trust Portfolio" under "Description of Portfolio" in Part A of
this Prospectus.
(7) 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 A of This Prospectus May Not Be
Distributed Unless Accompanied by Part B.
NEW YORK MUNICIPAL TRUST
SERIES 2
_______________________________________________________________________________
The Trust is a unit investment trust with an underlying portfolio
of long-term tax-exempt bonds and was formed to preserve capital and to
provide interest income (including, where applicable, earned original issue
discount) which, in the opinions of bond counsel to the respective issuers,
is, with certain exceptions, currently exempt from regular federal income tax
and New York State and New York City income taxes under existing law but may
be subject to state and local taxes in other jurisdictions. Capital gains are
subject to tax. (See "Tax Status" and "The Trust--Portfolios" in Part B of
this Prospectus.) The Sponsor is Reich & Tang Distributors L.P. (successor
Sponsor to 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 the Summary
of Essential Information as of December 31, 1995 (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 30, 1996
110249.1
<PAGE>
THE TRUST. The Trust is a unit investment trust formed to preserve
capital and to provide interest income (including, where applicable, earned
original issue discount) which, in the opinions of bond counsel to the
respective issuers, is, with certain exceptions, currently exempt from regular
federal income tax and New York State and New York City income taxes under
existing law through investment in a fixed, diversified portfolio of long-term
bonds (the "Bonds") issued by or on behalf of the State of New York and its
political subdivisions, municipalities and public authorities and by the
Commonwealth of Puerto Rico and its public authorities. Although the Supreme
Court has determined that Congress has the authority to subject interest on
bonds such as the Bonds in the Trust to regular federal income taxation,
existing law excludes such interest from regular federal income tax. Such
interest income may, however, be subject to federal corporate alternative
minimum tax and to state and local taxes in other jurisdictions. (See "Tax
Status" in Part B of this Prospectus.) All of the Bonds 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 discussion of the
significance of such ratings, see "Description of Bond Ratings" in Part B of
this Prospectus. For a list of ratings on the Evaluation Date, see "Portfolio".
Some of the Bonds in the Trust have been issued with optional refunding or
refinancing provisions ("Refunded Bonds") whereby the issuer of the Bond has
the right to call such Bond prior to its stated maturity date (and other than
pursuant to sinking fund provisions) and to issue new bonds ("Refunding Bonds")
in order to finance the redemption. Issuers typically utilize refunding calls
in order to take advantage of lower interest rates in the marketplace. Some of
these Refunded Bonds may be called for redemption pursuant to pre-refunding
provisions ("Pre-Refunded Bonds") whereby the proceeds from the issue of the
Refunding Bonds are typically invested in government securities in escrow for
the benefit of the holders of the Pre- Refunded Bonds until the refunding call
date. Usually, Pre-Refunded Bonds will bear a triple-A rating because of this
escrow. The issuers of Pre- Refunded Bonds must call such Bonds on their
refunding call date. Therefore, as of such date, the Trust will receive the
call price for such bonds but will cease receiving interest income with respect
to them. For a list of those Bonds which are Pre-Refunded Bonds as of the
Evaluation Date, if any, see "Notes to Financial Statements" in this Part A.
Some of the Bonds in the portfolio may have been purchased at an aggregate
premium over par. The payment of interest and preservation of capital are, of
course, dependent upon the continuing ability of the issuers of the Bonds to
meet their obligations. There can be no assurance that the Trust's investment
objectives will be achieved. Investment in the Trust should be made with an
understanding of the risks which an investment in long-term fixed rate debt
obligations may entail, including the risk that the value of the underlying
portfolio will decline with increases in interest rates. Each Unit in the Trust
represents a 1/5189th undivided interest in the principal and net income of the
Trust. The principal amount of Bonds deposited in the Trust per Unit is
reflected in the Summary of Essential Information. (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 secondary market Public Offering Price
of each Unit is equal to the aggregate bid price of the Bonds in the Trust
divided by the number of Units outstanding, plus a sales charge of 5.08% of the
Public Offering Price, or 5.351% of the net amount invested in Bonds 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 $571.83 plus accrued
interest of $18.35 under the monthly distribution plan and $20.42 under the
semi-annual distribution plan for a total of $590.18 and $592.25, respectively.
The Public Offering Price per Unit can vary on a daily basis in accordance with
fluctuations in the aggregate bid prices of the Bonds. (See "Public
Offering--Offering Price" in Part B of this Prospectus.)
A-2
110249.1
<PAGE>
ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN. Units of
each 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 each 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 the 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 the 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 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 and semi-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
Bonds in the portfolio 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.
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 bid prices 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. (For the Estimated Current Return to Certificateholders
under the monthly and semi-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 Sponsors
upon request.
DISTRIBUTIONS. Distributions of interest income, less expenses,
will be made by the Trust either monthly, semi-annually or annually depending
upon the plan of distribution applicable to the Unit purchased. A purchaser of
a Unit in the secondary market will initially receive distributions in
accordance with the plan selected by the prior owner of such Unit and may
thereafter change the plan as provided under "Interest and Principal
Distributions" in Part B of this Prospectus. 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 interest distributions, see "Summary of
Essential Information".
A-3
110249.1
<PAGE>
MARKET FOR UNITS. The Sponsor, although not obligated to do so,
presently maintains and intends to continue to maintain a secondary market for
the Units at prices based upon the aggregate bid price of the Bonds in the
Trust portfolio. The reoffer price will be based on the aggregate bid price of
the Bonds plus a sales charge of 5.08% (5.351% of the net amount invested),
plus net accrued interest. If a market is not maintained a Certificateholder
will be able to redeem his or her Units with the Trustee at a price also based
upon the aggregate bid price of the Bonds. (See "Sponsor Repurchase" and
"Offering Price" in Part B of this Prospectus.)
TOTAL REINVESTMENT PLAN. Certificateholders under the semi-annual
plan of distribution have the opportunity to have all their regular interest
distributions, and principal distributions, if any, reinvested in available
series of "New York Municipal Trust". (See "Total Reinvestment Plan" in Part B
of this Prospectus.) The Plan is not designed to be a complete investment
program.
A-4
110249.1
<PAGE>
NEW YORK MUNICIPAL TRUST
SERIES 2
SUMMARY OF ESSENTIAL INFORMATION AS OF DECEMBER 31, 1995
Date of Deposit: January 16, 1979 Evaluation Time: 4:00 p.m.
Principal Amount of Bonds ... $2,755,000 New York Time.
Number of Units ............. 5,189 Minimum Principal Distribution:
Fractional Undivided Inter- $1.00 per Unit.
est in Trust per Unit ..... 1/5189 Weighted Average Life to
Principal Amount of Maturity: 18.1 Years.
Bonds per Unit ............ $530.93 Minimum Value of Trust:
Secondary Market Public Trust may be terminated if
Offering Price** value of Trust is less than
Aggregate Bid Price $2,600,000 in principal amount
of Bonds in Trust ....... $2,823,569+++ of Bonds.
Divided by 5,189 Units .... $544.15 Mandatory Termination Date:
Plus Sales Charge of 5.08% The earlier of December 31,
of Public Offering Price $27.69 2028 or the disposition of the
Public Offering Price last Bond in the Trust.
per Unit ................ $571.83+ Trustee***: The Bank of New
Redemption and Sponsor's York.
Repurchase Price Trustee's Annual Fee: Monthly
per Unit .................. $544.15+ plan $1.08 per $1,000; semi-
+++ annual plan $.60 per $1,000.
++++ Evaluator: Kenny S&P Evaluation
Excess of Secondary Market Services.
Public Offering Price Evaluator's Fee for Each
over Redemption and Evaluation: Minimum of $35
Sponsor's Repurchase plus $.25 per each issue of
Price per Unit ............ $27.69++++ Bonds in excess of 50 issues
Difference between Public (treating separate maturities
Offering Price per Unit as separate issues).
and Principal Amount per Sponsor: Reich & Tang
Unit Premium/(Discount) ... $40.90 Distributors L.P.
PER UNIT INFORMATION BASED UPON INTEREST DISTRIBUTION PLAN ELECTED
Monthly Semi-Annual
Option Option
Gross annual interest income# ......... $36.43 $36.43
Less estimated annual fees and
expenses ............................ 1.86 1.46
Estimated net annual interest ______ ______
income (cash)# ...................... $34.57 $34.97
Estimated interest distribution# ...... 2.88 17.48
Estimated daily interest accrual# ..... .0960 .0971
Estimated current return#++ ........... 6.05% 6.12%
Estimated long term return++ .......... 3.84% 3.91%
Record dates .......................... 1st of Dec. 1 and
each month June 1
Interest distribution dates ........... 15th of Dec. 15 and
each month June 15
A-5
110249.1
<PAGE>
Footnotes to Summary of Essential Information
* The Date of Deposit is the date on which the Trust Agreement was signed
and the deposit of the Bonds with the Trustee made.
** For information regarding offering price per unit and applicable sales
charge under the Total Reinvestment Plan, see Total Reinvestment Plan in
Part B of this Prospectus.
*** The Trustee maintains its corporate trust office at 101 Barclay Street,
New York, New York 10286 (tel. no.: 1-212-495-1784). For information
regarding redemption by the Trustee, see "Trustee Redemption" in Part B
of this Prospectus.
+ Plus accrued interest to expected date of settlement (approximately five
business days after purchase) of $18.35 monthly and $20.42 semi-annually.
++ The estimated current return and estimated long term returns are
increased for transactions entitled to a discount (see "Employee
Discounts" in Part B of this Prospectus), 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 Bonds
(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.
# Does not include accrual from original issue discount bonds, if any.
A-6
110249.1
<PAGE>
INFORMATION REGARDING THE TRUST
AS OF DECEMBER 31, 1995
DESCRIPTION OF PORTFOLIO
Each Unit in the Trust consists of a 1/5189th fractional undivided
interest in the principal and net income of the Trust in the ratio of one Unit
for each $530.93 principal amount of the Bonds currently held in the Trust. The
Sponsor has not participated as a sole underwriter or manager, co-manager or
member of an underwriting syndicate from which any of the initial aggregate
principal amount of the Bonds were acquired. The portfolio of the Trust
consists of 8 issues representing obligations of 7 issuers located in New York
State and 1 in Puerto Rico. Five issues representing $1,930,000 of the
principal amount of the Bonds in the Trust are "moral obligation" bonds. All of
the Bonds in the Trust are subject to redemption prior to their stated maturity
dates pursuant to sinking fund or optional call provisions. 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). One issue
representing $50,000 of the principal amount of the Bonds is a general
obligation bond. All 7 of the remaining issues representing $2,705,000 of the
principal amount of the Bonds are payable from the income of a specific project
or authority and are not supported by the issuer's power to levy taxes. The
portfolio is divided for purpose of issue as follows: Highway 1, Hospital &
Nursing 2, Housing 2, Port Authority 1 and Public Benefit 1. For an explanation
of the significance of these factors see "The Trust--Portfolio" and "Special
Factors Concerning the Portfolio" in Part B of this Prospectus. See "Tax
Status" in Part B of this Prospectus.
None of the Bonds in the Trust are subject to the federal
individual alternative minimum tax under the Tax Reform Act of 1986. See "Tax
Status" in Part B of this Prospectus.
A-7
110249.1
<PAGE>
FINANCIAL AND STATISTICAL INFORMATION
Selected data for each Unit outstanding for the periods listed below:
Distribu-
tions of
Distributions of Interest Principal
During the Period (per Unit) During
Net Asset* Semi- the
Units Out- Value Monthly Annual Annual Period
Period Ended standing Per Unit Option Option Option (Per Unit)
December 31, 1993 5,416 $574.84 $36.43 $36.91 -0- $46.36
December 31, 1994 5,221 544.57 34.25 34.72 -0- 2.80
December 31, 1995 5,189 559.33 34.69 35.16 -0- 1.98
- --------
* 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.
A-8
110249.1
<PAGE>
Independent Auditors' Report
The Sponsor, Trustee and Certificateholders
New York Municipal Trust, Series 2:
We have audited the accompanying statement of net assets, including the
portfolio, of New York Municipal Trust, Series 2 as of December 31, 1995, 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, 1995, by correspondence with
the Trustee. An audit also includes assessing the accounting principles used and
significant estimates made by the Trustee, 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 New York Municipal Trust,
Series 2 as of December 31, 1995, 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 LLP
New York, New York
March 31, 1996
<PAGE>
Statement of Net Assets
December 31, 1995
Investments in marketable securities,
at market value (cost $2,518,651) $ 2,823,533
Excess of other assets over total liabilities 78,806
----------
Net assets 5,189 units of fractional undivided
interest outstanding, $559.33 per unit) $ 2,902,339
==========
See accompanying notes to financial statements.
<PAGE>
<TABLE>
Statements of Operations
<CAPTION>
Years ended December 31,
----------- ---- ----------- ----- ----------
----------- ----------- ----------
1995 1994 1993
----------- ----------- ----------
<S> <C> <C> <C>
Investment income - interest $ 190,418 195,049 208,193
----------- ----------- ----------
Expenses:
Trustee's fees 5,914 6,352 6,764
Evaluator's fees 3,013 3,306 3,298
----------- ----------- ----------
Total expenses 8,927 9,658 10,062
----------- ----------- ----------
Investment income, net 181,491 185,391 198,131
----------- ----------- ----------
Realized and unrealized gain (loss) on investments:
Realized gain on bonds
sold or called 854 29,395 27,200
Unrealized appreciation
(depreciation) for the year 86,419 (177,865) 50,054
----------- ----------- ----------
Net gain (loss)
on investments 87,273 (148,470) 77,254
----------- ----------- ----------
Net increase in net
assets resulting
from operations $ 268,764 36,921 275,385
=========== =========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
Statements of Changes in Net Assets
<CAPTION>
Years ended December 31,
----------- - ----------- - -----------
----------- ----------- -----------
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Operations:
Investment income, net $ 181,491 185,391 198,131
Realized gain on bonds
sold or called 854 29,395 27,200
Unrealized appreciation
(depreciation) for the year 86,419 (177,865) 50,054
----------- ----------- -----------
Net increase in net
assets resulting
from operations 268,764 36,921 275,385
----------- ----------- -----------
Distributions to Certificateholders:
Investment income 181,336 184,742 199,908
Principal 10,274 15,165 252,581
Redemptions:
Interest 646 4,624 1,307
Principal 17,343 102,393 36,568
----------- ----------- -----------
Total distributions and
redemptions 209,599 306,924 490,364
----------- ----------- -----------
Total increase (decrease) 59,165 (270,003) (214,979)
Net assets at beginning of year 2,843,174 3,113,177 3,328,156
----------- ----------- -----------
Net assets at end of year (including
undistributed net investment
income of $78,770, $79,261 and
$83,236, respectively) $ 2,902,339 2,843,174 3,113,177
=========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
NEW YORK MUNICIPAL TRUST, SERIES 2
Notes to Financial Statements
December 31, 1995, 1994 and 1993
(1) Organization
New York Municipal Trust, Series 2 (Trust) was organized on January
16, 1979 by Bear, Stearns & Co. Inc. 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. Effective September 28, 1995, Reich & Tang
Distributors L.P. (Reich & Tang) has become the successor sponsor (Sponsor)
to certain of the unit investments trusts previously sponsored by Bear,
Stearns & Co. Inc. As successor Sponsor, Reich & Tang has assumed all of
the obligations and rights of Bear Stearns & Co. Inc., the previous
sponsor.
(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 Kenny S&P
Evaluation Services (Evaluator). The market value of the portfolio 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 the 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.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Trustee to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
(3) Income Taxes
The Trust is not subject to Federal income taxes as provided for by the
Internal Revenue Code.
(Continued)
<PAGE>
NEW YORK MUNICIPAL TRUST, SERIES 2
Notes to Financial Statements
(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).
See "Financial and Statistical Information" in Part A of this Prospectus
for the amounts of per unit distributions during the years ended December 31,
1995, 1994 and 1993.
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.
The Trust Indenture and Agreement also requires the Trust to redeem
units tendered. 32, 195 and 63 units were redeemed during the years ended
December 31, 1995, 1994 and 1993, respectively.
(5) Net Assets
At December 31, 1995, the net assets of the Trust represented the
interest of Certificateholders as follows:
Original cost to Certificateholders $ 6,517,193
Less initial gross underwriting commission (293,280)
---------
6,223,913
Cost of securities sold or called (3,705,262)
Net unrealized appreciation 304,882
Undistributed net investment income 78,770
Undistributed proceeds from bonds
sold or called 36
Total $ 2,902,339
=========
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>
NEW YORK MUNICIPAL TRUST, SERIES 2
Portfolio
December 31, 1995
<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 $ 50,000 New York State A* 3.000% No Sinking Fund $ 45,920
General Obligation 3/15/2001 None
2 325,000 New York State AAA 7.750 No Sinking Fund 347,867
Housing Finance 11/01/1997 None
Agency, Health
Facilities Bonds,
1974 Series A
3 450,000 New York State A* 7.000 11/01/98 @ 100 S.F. 459,126
Housing Finance 11/01/2017 1/29/96 @ 102 Ref.
Agency, Hospital and
Nursing Home Project
Bonds, 1977 Series A
4 370,000 New York State BBB+ 8.000 Currently @ 100 S.F. 379,713
Housing Finance 5/01/2018 1/29/96 @ 102 Ref.
Agency, Henry Phipps
Plaza West, Inc.
Urban Rental Project
Bonds
5 455,000 New York State N/R 8.000 Currently @ 100 S.F. 460,879
Housing Finance 5/01/2019 5/01/96 @ 101 Ref.
Agency, Towpath
Towers Housing
Project Bonds
6 560,000 The Port Authority of AA- 6.000 Currently @ 103 S.F. 566,188
New York and New 3/01/2013 3/02/96 @ 101 Ref.
Jersey, Consolidated
Revenue Bonds Forty
Sixth Series
7 330,000 United Nations Aaa* 5.900 5/01/99 @ 100 S.F. 348,576
Development 5/01/2023 None
Corporation (A Public
Benefit New York)
Series 1973
8 215,000 Corporation of the A 5.500 7/01/96 @ 100 S.F. 215,264
State of Puerto Rico 7/01/2003 7/01/96 @ 100 Ref.
Highway Authority
Revenue Bonds, Series G
---------- ----------
$ 2,755,000 $ 2,823,533
========== ==========
</TABLE>
See accompanying footnotes to portfolio and notes to financial statements.
<PAGE>
NEW YORK MUNICIPAL TRUST, SERIES 2
Footnotes to Portfolio
December 31, 1995
(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, 1995, the net unrealized appreciation of all the bonds was
comprised of the following:
Gross unrealized appreciation $ 307,284
Gross unrealized depreciation ( 2,402)
Net unrealized appreciation $ 304,882
=======
(4) The annual interest income, based upon bonds held at December 31, 1995,
(excluding accretion of original issue discount on zero-coupon bonds) to
the Trust is $189,083.
(5) The bonds have been prerefunded and will be redeemed at the next refunding
call date.
(6) Bonds sold or called after December 31, 1995 are noted in a footnote
"Changes in Trust Portfolio" under "Description of Portfolio" in Part A of
this Prospectus.
(7) 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 A of This Prospectus May Not Be
Distributed Unless Accompanied by Part B.
NEW YORK MUNICIPAL TRUST
SERIES 3
- ------------------------------------------------------------------------------
The Trust is a unit investment trust with an underlying portfolio
of long-term tax-exempt bonds and was formed to preserve capital and to
provide interest income (including, where applicable, earned original issue
discount) which, in the opinions of bond counsel to the respective issuers,
is, with certain exceptions, currently exempt from regular federal income tax
and New York State and New York City income taxes under existing law but may
be subject to state and local taxes in other jurisdictions. Capital gains are
subject to tax. (See "Tax Status" and "The Trust--Portfolios" in Part B of
this Prospectus.) The Sponsor is Reich & Tang Distributors L.P. (successor
Sponsor to 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 the Summary
of Essential Information as of December 31, 1995 (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 30, 1996
111201.1
<PAGE>
THE TRUST. The Trust is a unit investment trust formed to preserve
capital and to provide interest income (including, where applicable, earned
original issue discount) which, in the opinions of bond counsel to the
respective issuers, is, with certain exceptions, currently exempt from regular
federal income tax and New York State and New York City income taxes under
existing law through investment in a fixed, diversified portfolio of long-term
bonds (the "Bonds") issued by or on behalf of the State of New York and its
political subdivisions, municipalities and public authorities and by the
Commonwealth of Puerto Rico and its public authorities. Although the Supreme
Court has determined that Congress has the authority to subject interest on
bonds such as the Bonds in the Trust to regular federal income taxation,
existing law excludes such interest from regular federal income tax. Such
interest income may, however, be subject to federal corporate alternative
minimum tax and to state and local taxes in other jurisdictions. (See "Tax
Status" in Part B of this Prospectus.) All of the Bonds 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 discussion of the
significance of such ratings, see "Description of Bond Ratings" in Part B of
this Prospectus. For a list of ratings on the Evaluation Date, see "Portfolio".
Some of the Bonds in the Trust have been issued with optional refunding or
refinancing provisions ("Refunded Bonds") whereby the issuer of the Bond has the
right to call such Bond prior to its stated maturity date (and other than
pursuant to sinking fund provisions) and to issue new bonds ("Refunding Bonds")
in order to finance the redemption. Issuers typically utilize refunding calls in
order to take advantage of lower interest rates in the marketplace. Some of
these Refunded Bonds may be called for redemption pursuant to pre-refunding
provisions ("Pre-Refunded Bonds") whereby the proceeds from the issue of the
Refunding Bonds are typically invested in government securities in escrow for
the benefit of the holders of the Pre-Refunded Bonds until the refunding call
date. Usually, Pre-Refunded Bonds will bear a triple-A rating because of this
escrow. The issuers of Pre-Refunded Bonds must call such Bonds on their
refunding call date. Therefore, as of such date, the Trust will receive the call
price for such bonds but will cease receiving interest income with respect to
them. For a list of those Bonds which are Pre-Refunded Bonds as of the
Evaluation Date, if any, see "Notes to Financial Statements" in this Part A.
Some of the Bonds in the portfolio may have been purchased at an aggregate
premium over par. The payment of interest and preservation of capital are, of
course, dependent upon the continuing ability of the issuers of the Bonds to
meet their obligations. There can be no assurance that the Trust's investment
objectives will be achieved. Investment in the Trust should be made with an
understanding of the risks which an investment in long-term fixed rate debt
obligations may entail, including the risk that the value of the underlying
portfolio will decline with increases in interest rates. Each Unit in the Trust
represents a 1/6771st undivided interest in the principal and net income of the
Trust. The principal amount of Bonds deposited in the Trust per Unit is
reflected in the Summary of Essential Information. (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 secondary market Public Offering Price of
each Unit is equal to the aggregate bid price of the Bonds in the Trust divided
by the number of Units outstanding, plus a sales charge of 5.19% of the Public
Offering Price, or 5.474% of the net amount invested in Bonds 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 $427.53 plus accrued interest of
$10.71 under the monthly distribution plan and $12.58 under the semi-annual
distribution plan for a total of $438.24 and $440.11, respectively. The Public
Offering Price per Unit can vary on a daily basis in accordance with
fluctuations in the aggregate bid prices of the Bonds. (See "Public
Offering--Offering Price" in Part B of this Prospectus.)
A-2
111201.1
<PAGE>
ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN. Units of
each 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 each 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 the 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 the 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 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 and semi-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
Bonds in the portfolio 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.
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 bid prices 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. (For the Estimated Current Return to Certificateholders
under the monthly and semi-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 Sponsors
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 in the
secondary market will initially receive distributions in accordance with the
plan selected by the prior owner of such Unit and may thereafter change the plan
as provided under "Interest and Principal Distributions" in Part B of this
Prospectus. 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
interest distributions, see "Summary of Essential Information".
A-3
111201.1
<PAGE>
MARKET FOR UNITS. The Sponsor, although not obligated to do so,
presently maintains and intends to continue to maintain a secondary market for
the Units at prices based upon the aggregate bid price of the Bonds in the Trust
portfolio. The reoffer price will be based on the aggregate bid price of the
Bonds plus a sales charge of 5.19% (5.474% of the net amount invested), plus net
accrued interest. If a market is not maintained a Certificateholder will be able
to redeem his or her Units with the Trustee at a price also based upon the
aggregate bid price of the Bonds. (See "Sponsor Repurchase" and "Offering Price"
in Part B of this Prospectus.)
TOTAL REINVESTMENT PLAN. Certificateholders under the semi-annual
plan of distribution have the opportunity to have all their regular interest
distributions, and principal distributions, if any, reinvested in available
series of "New York Municipal Trust". (See "Total Reinvestment Plan" in Part B
of this Prospectus.) The Plan is not designed to be a complete investment
program.
A-4
111201.1
<PAGE>
NEW YORK MUNICIPAL TRUST
SERIES 3
SUMMARY OF ESSENTIAL INFORMATION AS OF DECEMBER 31, 1995
Date of Deposit: March 1, 1979 Evaluation Time: 4:00 p.m.
Principal Amount of Bonds ... $2,645,000 New York Time.
Number of Units ............. 6,771 Minimum Principal Distribution:
Fractional Undivided Inter- $1.00 per Unit.
est in Trust per Unit ..... 1/6771 Weighted Average Life to
Principal Amount of Maturity: 17.5 Years.
Bonds per Unit ............ $390.64 Minimum Value of Trust: Trust
Secondary Market Public may be terminated if value of
Offering Price** Trust is less than $3,200,000 in
Aggregate Bid Price principal amount of Bonds.
of Bonds in Trust ....... $2,751,992+++ Mandatory Termination Date:
Divided by 6,771 Units ... $406.43 The earlier of December 31, 2028
Plus Sales Charge of 5.19% or the disposition of the last
of Public Offering Price. $21.10 Bond in the Trust.
Public Offering Price Trustee***: The Bank of New
per Unit ................ $427.53+ York.
Redemption and Sponsor's Trustee's Annual Fee: Monthly
Repurchase Price plan $1.08 per $1,000 and semi-
per Unit .................. $406.43+ annual plan $.60 per $1,000.
+++ Evaluator: Kenny S&P Evaluation
++++ Services.
Excess of Secondary Market Evaluator's Fee for Each
Public Offering Price Evaluation: Minimum of $35 plus
over Redemption and $.25 per each issue of Bonds in
Sponsor's Repurchase excess of 50 issues (treating
Price per Unit ............ $21.10++++ separate maturities as separate
Difference between Public issues).
Offering Price per Unit Sponsor: Reich & Tang
and Principal Amount per Distributors L.P.
Unit Premium/(Discount) ... $36.89
PER UNIT INFORMATION BASED UPON INTEREST DISTRIBUTION PLAN ELECTED
Monthly Semi-Annual
Option Option
Gross annual interest income# ......... $29.04 $29.04
Less estimated annual fees and
expenses ............................ 1.47 1.17
Estimated net annual interest ______ ______
income (cash)# ...................... $27.57 $27.87
Estimated interest distribution# ...... 2.29 13.93
Estimated daily interest accrual# ..... .0765 .0774
Estimated current return#++ ........... 6.45% 6.52%
Estimated long term return++ .......... 5.65% 5.72%
Record dates .......................... 1st of Dec. 1 and
each month June 1
Interest distribution dates ........... 15th of Dec. 15 and
each month June 15
A-5
111201.1
<PAGE>
Footnotes to Summary of Essential Information
* The Date of Deposit is the date on which the Trust Agreement was signed
and the deposit of the Bonds with the Trustee made.
** For information regarding offering price per unit and applicable sales
charge under the Total Reinvestment Plan, see Total Reinvestment Plan in
Part B of this Prospectus.
Certain amounts distributable as of December 31, 1995 are reported in the
summary of essential information as if they had been distributed at
year-end.
*** The Trustee maintains its corporate trust office at 101 Barclay Street,
New York, New York 10286 (tel. no.: 1-212-495-1784). For information
regarding redemption by the Trustee, see "Trustee Redemption" in Part B
of this Prospectus.
+ Plus accrued interest to expected date of settlement (approximately five
business days after purchase) of $10.71 monthly and $12.58 semi-annually.
++ The estimated current return and estimated long term returns are increased
for transactions entitled to a discount (see "Employee Discounts" in Part
B of this Prospectus), 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 Bonds
(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.
# Does not include accrual from original issue discount bonds, if any.
A-6
111201.1
<PAGE>
INFORMATION REGARDING THE TRUST
AS OF DECEMBER 31, 1995
DESCRIPTION OF PORTFOLIO
Each Unit in the Trust consists of a 1/6771st fractional undivided
interest in the principal and net income of the Trust in the ratio of one Unit
for each $390.64 principal amount of the Bonds currently held in the Trust. The
Sponsor has participated as a sole underwriter or manager, co-manager or member
of an underwriting syndicate from which 21.3% of the initial aggregate principal
amount of the Bonds were acquired. The portfolio of the Trust consists of 8
issues representing obligations of 3 issuers located in New York State. Six
issues representing $1,490,000 of the principal amount of the Bonds in the Trust
are "moral obligation" bonds. All of the Bonds in the Trust are subject to
redemption prior to their stated maturity dates pursuant to sinking fund or
optional call provisions. 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). One issue representing $200,000 of the principal amount
of the Bonds is a general obligation bond. All seven of the remaining issues
representing $2,445,000 of the principal amount of the Bonds are payable from
the income of a specific project or authority and are not supported by the
issuer's power to levy taxes. The portfolio is divided for purpose of issue as
follows: Health 1, Hospital and Nursing Projects 4 and Housing 2. For an
explanation of the significance of these factors see "The Trust--Portfolio" and
"Special Factors Concerning the Portfolio" in Part B of this Prospectus. See
"Tax Status" in Part B of this Prospectus.
None of the Bonds in the Trust are subject to the federal
individual alternative minimum tax under the Tax Reform Act of 1986. See "Tax
Status" in Part B of this Prospectus.
A-7
111201.1
<PAGE>
FINANCIAL AND STATISTICAL INFORMATION
Selected data for each Unit outstanding for the periods listed below:
Distribu-
tions of
Distributions of Interest Principal
During the Period (per Unit) During
Net Asset* Semi- the
Units Out- Value Monthly Annual Annual Period
Period Ended standing Per Unit Option Option Option (Per Unit)
December 31, 1993 6,792 $458.27 $40.83 $41.29 -0- $219.69
December 31, 1994 6,792 426.81 39.62 30.00 -0- 3.01
December 31, 1995 6,771 419.47 29.24 29.60 -0- 34.43
- --------
* 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.
A-8
111201.1
<PAGE>
Independent Auditors' Report
The Sponsor, Trustee and Certificateholders
New York Municipal Trust, Series 3:
We have audited the accompanying statement of net assets, including the
portfolio, of New York Municipal Trust, Series 3 as of December 31, 1995, 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, 1995, by correspondence with
the Trustee. An audit also includes assessing the accounting principles used and
significant estimates made by the Trustee, 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 New York Municipal Trust,
Series 3 as of December 31, 1995, 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 LLP
New York, New York
March 31, 1996
<PAGE>
Statement of Net Assets
December 31, 1995
Investments in marketable securities,
at market value (cost $2,412,817) $ 2,751,889
Excess of other assets over total liabilities 88,348
-----------
Net assets 6,771 units of fractional undivided
interest outstanding, $419.47 per unit) $ 2,840,237
===========
See accompanying notes to financial statements.
<PAGE>
<TABLE>
Statements of Operations
<CAPTION>
Years ended December 31,
---------- --- ---------- --- ----------
---------- ---------- ----------
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Investment income - interest $ 207,525 211,612 280,776
---------- ---------- ----------
Expenses:
Trustee's fees 5,229 6,510 6,901
Evaluator's fees 3,013 3,308 3,298
---------- ---------- ----------
Total expenses 8,242 9,818 10,199
---------- ---------- ----------
Investment income, net 199,283 201,794 270,577
---------- ---------- ----------
Realized and unrealized gain (loss) on investments:
Realized gain on
bonds sold or called 46,346 2,283 130,630
Unrealized appreciation
(depreciation) for the year 127,780 (195,077) (33,626)
---------- ---------- ----------
Net gain (loss)
on investments 174,126 (192,794) 97,004
---------- ---------- ----------
Net increase in net
assets resulting
from operations $ 373,409 9,000 367,581
========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
Statements of Changes in Net Assets
<CAPTION>
Years ended December 31,
------------ --- ------------ --- -----------
------------ ------------ -----------
1995 1994 1993
------------ ------------ -----------
<S> <C> <C> <C>
Operations:
Investment income, net $ 199,283 201,794 270,577
Realized gain on
bonds sold or called 46,346 2,283 130,630
Unrealized appreciation
(depreciation) for the year 127,780 (195,077) (33,626)
------------ ------------ -----------
Net increase in net
assets resulting
from operations 373,409 9,000 367,581
------------ ------------ -----------
Distributions to Certificateholders:
Investment income 198,959 202,216 278,597
Principal 233,126 20,444 1,492,134
------------ ------------ -----------
Total distributions 432,085 222,660 1,770,731
------------ ------------ -----------
Total decrease (58,676) (213,660) (1,403,150)
Net assets at beginning of year 2,898,913 3,112,573 4,515,723
------------ ------------ -----------
Net assets at end of year (including
undistributed net investment
income of $79,265, $78,941 and
$79,363, respectively) $ 2,840,237 2,898,913 3,112,573
============ ============ ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
NEW YORK MUNICIPAL TRUST, SERIES 3
Notes to Financial Statements
December 31, 1995, 1994 and 1993
(1) Organization
New York Municipal Trust, Series 3 (Trust) was organized on March 1,1979
by Bear, Stearns & Co. Inc. 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. Effective September 28, 1995, Reich & Tang
Distributors L.P. (Reich & Tang) has become the successor sponsor
(Sponsor) to certain of the unit investments trusts previously sponsored
by Bear, Stearns & Co. Inc. As successor Sponsor, Reich & Tang has assumed
all of the obligations and rights of Bear Stearns & Co. Inc., the previous
sponsor.
(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 Kenny S&P
Evaluation Services (Evaluator). The market value of the portfolio 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 the
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.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Trustee to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
(3) Income Taxes
The Trust is not subject to Federal income taxes as provided for by the
Internal Revenue Code.
(Continued)
<PAGE>
NEW YORK MUNICIPAL TRUST, SERIES 3
Notes to Financial Statements
(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).
See "Financial and Statistical Information" in Part A of this Prospectus
for the amounts of per unit distributions during the years ended December 31,
1995, 1994 and 1993.
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.
The Trust Indenture and Agreement also requires the Trust to redeem units
tendered. 21 units were redeemed during the year ended December 31, 1995. No
units were redeemed during the years ended December 31, 1994 and 1993.
(5) Net Assets
At December 31, 1995, the net assets of the Trust represented the
interest of Certificateholders as follows:
Original cost to Certificateholders $ 8,144,657
Less initial gross underwriting commission (366,480)
---------
7,778,177
Cost of securities sold or called (5,365,360)
Net unrealized appreciation 399,072
Undistributed net investment income 79,265
Undistributed proceeds from bonds sold or called 9,083
Total $ 2,840,237
==========
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 8,000 units of fractional undivided
interest of the Trust as of the date of deposit.
<PAGE>
<TABLE>
NEW YORK MUNICIPAL TRUST, SERIES 3
Portfolio
December 31, 1995
<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>
1a $ 10,000 State of New York A* 5.250% No Sinking Fund $ 9,895
General Obligation Bonds 5/01/2014 5/01/96 @ 102 Ref.
1b 190,000 State of New York A* 5.250 No Sinking Fund 187,880
General Obligation Bonds 5/01/2016 5/01/96 @ 102 Ref.
2 250,000 New York State Housing AAA 6.375 No Sinking Fund 272,069
Finance Agency, Health 5/01/2000 None
Facilities Bonds, 1972
Series A
3 50,000 New York State Housing A* 5.875 No Sinking Fund 51,526
Finance Agency, Hospital 11/01/2011 5/01/96 @ 103 Ref.
and Nursing Project
Bonds, 1971 Series A
4 45,000 New York State Housing A* 5.500 No Sinking Fund 45,391
Finance Agency, Hospital 11/01/2012 1/29/96 @ 103 Ref.
and Nursing Project
Bonds, 1972 Series A
5 50,000 New York State Housing A* 5.500 No Sinking Fund 50,053
Finance Agency, Hospital 11/01/2013 1/29/96 @ 103 Ref.
and Nursing Project
Bonds, 1972 Series A
6 430,000 New York State Housing A* 7.000 11/01/98 @ 100 S.F. 438,720
Finance Agency, Hospital 11/01/2017 1/29/96 @ 102 Ref.
and Nursing Project
Bonds, 1977 Series A
7 665,000 New York State Housing A+ 8.000 Currently @ 100 S.F. 674,190
Finance Agency, Maple 5/01/2019 1/29/96 @ 101 Ref.
Center Housing Project
Bonds
8 955,000 Riverhead Housing NR 8.250 8/01/96 @ 100 S.F. 1,022,165
Development Corporation 8/01/2010 None
(New York), Section 8
Assisted Mortgage
Revenue Bonds (Riverhead
Village Apartments
Project)
--------- -----------
$ 2,645,000 $ 2,751,889
========= ===========
</TABLE>
See accompanying footnotes to portfolio and notes to financial statements.
<PAGE>
NEW YORK MUNICIPAL TRUST, SERIES 3
Footnotes to Portfolio
December 31, 1995
(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, 1995, the net unrealized appreciation of all the bonds was
comprised of the following:
Gross unrealized appreciation $ 351,715
Gross unrealized depreciation ( 12,643)
Net unrealized appreciation $ 339,072
=======
(4) The annual interest income, based upon bonds held at December 31, 1995, to
the Trust is $196,688.
(5) The bonds have been prerefunded and will be redeemed at the next refunding
call date.
(6) Bonds sold or called after December 31, 1995 are noted in a footnote
"Changes in Trust Portfolio" under "Description of Portfolio" in Part A of
this Prospectus.
(7) 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 A of This Prospectus May Not Be
Distributed Unless Accompanied by Part B.
NEW YORK MUNICIPAL TRUST
SERIES 4
_______________________________________________________________________________
The Trust is a unit investment trust with an underlying portfolio
of long-term tax-exempt bonds and was formed to preserve capital and to
provide interest income (including, where applicable, earned original issue
discount) which, in the opinions of bond counsel to the respective issuers,
is, with certain exceptions, currently exempt from regular federal income tax
and New York State and New York City income taxes under existing law but may
be subject to state and local taxes in other jurisdictions. Capital gains are
subject to tax. (See "Tax Status" and "The Trust--Portfolios" in Part B of
this Prospectus.) The Sponsor is Reich & Tang Distributors L.P. (successor
Sponsor to 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 the Summary
of Essential Information as of December 31, 1995 (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 30, 1996
111199.1
<PAGE>
THE TRUST. The Trust is a unit investment trust formed to preserve
capital and to provide interest income (including, where applicable, earned
original issue discount) which, in the opinions of bond counsel to the
respective issuers, is, with certain exceptions, currently exempt from regular
federal income tax and New York State and New York City income taxes under
existing law through investment in a fixed, diversified portfolio of long-term
bonds (the "Bonds") issued by or on behalf of the State of New York and its
political subdivisions, municipalities and public authorities and by the
Commonwealth of Puerto Rico and its public authorities. Although the Supreme
Court has determined that Congress has the authority to subject interest on
bonds such as the Bonds in the Trust to regular federal income taxation,
existing law excludes such interest from regular federal income tax. Such
interest income may, however, be subject to federal corporate alternative
minimum tax and to state and local taxes in other jurisdictions. (See "Tax
Status" in Part B of this Prospectus.) All of the Bonds 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 discussion of the
significance of such ratings, see "Description of Bond Ratings" in Part B of
this Prospectus. For a list of ratings on the Evaluation Date, see "Portfolio".
Some of the Bonds in the Trust have been issued with optional refunding or
refinancing provisions ("Refunded Bonds") whereby the issuer of the Bond has
the right to call such Bond prior to its stated maturity date (and other than
pursuant to sinking fund provisions) and to issue new bonds ("Refunding Bonds")
in order to finance the redemption. Issuers typically utilize refunding calls
in order to take advantage of lower interest rates in the marketplace. Some of
these Refunded Bonds may be called for redemption pursuant to pre-refunding
provisions ("Pre-Refunded Bonds") whereby the proceeds from the issue of the
Refunding Bonds are typically invested in government securities in escrow for
the benefit of the holders of the Pre- Refunded Bonds until the refunding call
date. Usually, Pre-Refunded Bonds will bear a triple-A rating because of this
escrow. The issuers of Pre- Refunded Bonds must call such Bonds on their
refunding call date. Therefore, as of such date, the Trust will receive the
call price for such bonds but will cease receiving interest income with respect
to them. For a list of those Bonds which are Pre-Refunded Bonds as of the
Evaluation Date, if any, see "Notes to Financial Statements" in this Part A.
Some of the Bonds in the portfolio may have been purchased at an aggregate
premium over par. The payment of interest and preservation of capital are, of
course, dependent upon the continuing ability of the issuers of the Bonds to
meet their obligations. There can be no assurance that the Trust's investment
objectives will be achieved. Investment in the Trust should be made with an
understanding of the risks which an investment in long-term fixed rate debt
obligations may entail, including the risk that the value of the underlying
portfolio will decline with increases in interest rates. Each Unit in the Trust
represents a 1/11651st undivided interest in the principal and net income of
the Trust. The principal amount of Bonds deposited in the Trust per Unit is
reflected in the Summary of Essential Information. (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 secondary market Public Offering Price
of each Unit is equal to the aggregate bid price of the Bonds 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 Bonds 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 $543.12 plus accrued
interest of $8.00 under the monthly distribution plan, $10.17 under the
semi-annual distribution plan and $10.12 under the annual distribution plan for
a total of $551.12, $553.29 and $553.24, respectively. The Public Offering
Price per Unit can vary on a daily basis in accordance with fluctuations in
A-2
111199.1
<PAGE>
the aggregate bid prices of the Bonds. (See "Public Offering--Offering Price"
in Part B of this Prospectus.)
ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN. Units of
each 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 each 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 the 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 the 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 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
Bonds in the portfolio 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.
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 bid prices 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. (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 Sponsors
upon request.
DISTRIBUTIONS. Distributions of interest income, less expenses,
will be made by the Trust either monthly, semi-annually or annually depending
upon the plan of distribution applicable to the Unit purchased. A purchaser of
a Unit in the secondary market will initially receive distributions in
accordance with the plan selected by the prior owner of such Unit and may
thereafter change the plan as provided under "Interest and Principal
Distributions" in Part B of this Prospectus. Distributions of principal, if
any, will be made semi-annually on June 15 and December 15 of each year. For
A-3
111199.1
<PAGE>
estimated monthly, semi-annual and annual interest 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 secondary market for
the Units at prices based upon the aggregate bid price of the Bonds in the
Trust portfolio. The reoffer price will be 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 a market is not maintained a Certificateholder will be
able to redeem his or her Units with the Trustee at a price also based upon the
aggregate bid price of the Bonds. (See "Sponsor Repurchase" and "Offering
Price" in Part B of this Prospectus.)
TOTAL REINVESTMENT PLAN. Certificateholders under the semi-annual
and annual plans of distribution have the opportunity to have all their regular
interest distributions, and principal distributions, if any, reinvested in
available series of "New York Municipal Trust". (See "Total Reinvestment Plan"
in Part B of this Prospectus.) The Plan is not designed to be a complete
investment program.
A-4
111199.1
<PAGE>
NEW YORK MUNICIPAL TRUST
SERIES 4
SUMMARY OF ESSENTIAL INFORMATION AS OF DECEMBER 31, 1995
Date of Deposit: May 10, 1979 Minimum Principal Distribution:
Principal Amount of Bonds ... $5,970,000 $1.00 per Unit.
Number of Units ............. 11,651 Weighted Average Life to
Fractional Undivided Inter- Maturity: 11.8 Years.
est in Trust per Unit ..... 1/11651 Minimum Value of Trust:
Principal Amount of Trust may be terminated if
Bonds per Unit ............ $512.40 value of Trust is less than
Secondary Market Public $5,200,000 in principal amount
Offering Price** of Bonds.
Aggregate Bid Price Mandatory Termination Date:
of Bonds in Trust ....... $6,055,166+++ The earlier of December 31,
Divided by 11,651 Units ... $519.71 2028 or the disposition of the
Plus Sales Charge of 4.5% last Bond in the Trust.
of Public Offering Price. $23.41 Trustee***: The Bank of New
Public Offering Price York.
per Unit ................ $543.12+ Trustee's Annual Fee: Monthly
Redemption and Sponsor's plan $1.08 per $1,000; semi-
Repurchase Price annual plan $.60 per $1,000;
per Unit .................. $519.71+ and annual plan is $.40 per
+++ $1,000.
++++ Evaluator: Kenny S&P Evaluation
Excess of Secondary Market Services.
Public Offering Price Evaluator's Fee for Each
over Redemption and Evaluation: Minimum of $35
Sponsor's Repurchase plus $.25 per each issue of
Price per Unit ............ $23.41++++ Bonds in excess of 50 issues
Difference between Public (treating separate maturities
Offering Price per Unit as separate issues).
and Principal Amount per Sponsor: Reich & Tang
Unit Premium/(Discount) ... $30.72 Distributors L.P.
Evaluation Time: 4:00 p.m.
New York Time.
PER UNIT INFORMATION BASED UPON INTEREST DISTRIBUTION PLAN ELECTED
Monthly Semi-Annual Annual
Option Option Option
Gross annual interest income# ......... $35.02 $35.02 $35.02
Less estimated annual fees and
expenses ............................ 1.35 .94 .80
Estimated net annual interest ______ ______ ______
income (cash)# ...................... $33.67 $34.08 $34.22
Estimated interest distribution# ...... 2.80 17.04 34.22
Estimated daily interest accrual# ..... .0935 .0946 .0950
Estimated current return#++ ........... 6.20% 6.27% 6.30%
Estimated long term return++ .......... 3.65% 3.73% 3.76%
Record dates .......................... 1st of Dec. 1 and Dec. 1
each month June 1
Interest distribution dates ........... 15th of Dec. 15 and Dec. 15
each month June 15
A-5
111199.1
<PAGE>
Footnotes to Summary of Essential Information
* The Date of Deposit is the date on which the Trust Agreement was signed
and the deposit of the Bonds with the Trustee made.
** For information regarding offering price per unit and applicable sales
charge under the Total Reinvestment Plan, see Total Reinvestment Plan in
Part B of this Prospectus.
*** The Trustee maintains its corporate trust office at 101 Barclay Street,
New York, New York 10286 (tel. no.: 1-212-495-1784). For information
regarding redemption by the Trustee, see "Trustee Redemption" in Part B
of this Prospectus.
+ Plus accrued interest to expected date of settlement (approximately five
business days after purchase) of $8.00 monthly, $10.17 semi-annually and
$10.12 annually.
++ The estimated current return and estimated long term returns are
increased for transactions entitled to a discount (see "Employee
Discounts" in Part B of this Prospectus), and are higher under the
semi-annual and annual options due to lower Trustee's fees and expenses.
+++ Based solely upon the bid side evaluation of the underlying Bonds
(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.
# Does not include accrual from original issue discount bonds, if any.
A-6
111199.1
<PAGE>
INFORMATION REGARDING THE TRUST
AS OF DECEMBER 31, 1995
DESCRIPTION OF PORTFOLIO
Each Unit in the Trust consists of a 1/11651st fractional undivided
interest in the principal and net income of the Trust in the ratio of one Unit
for each $512.40 principal amount of the Bonds currently held in the Trust. The
Sponsor has not participated as a sole underwriter or manager, co-manager or
member of an underwriting syndicate from which any of the initial aggregate
principal amount of the Bonds were acquired. The portfolio of the Trust
consists of 15 issues representing obligations of 10 issuers located in New
York State and 3 in Puerto Rico. Five issues representing $1,985,000 of the
principal amount of the Bonds in the Trust are "moral obligation" bonds. All of
the Bonds in the Trust are subject to redemption prior to their stated maturity
dates pursuant to sinking fund or optional call provisions. 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). Four issues
representing $1,335,000 of the principal amount of the Bonds are general
obligation bonds. All 11 of the remaining issues representing $4,635,000 of the
principal amount of the Bonds are payable from the income of a specific project
or authority and are not supported by the issuer's power to levy taxes. The
portfolio is divided for purpose of issue as follows: College and University
Dormitories 1, Electric 1, Health 2, Highway 1, Hospital and Nursing Projects
1, Housing 4 and Port Authority 1. For an explanation of the significance of
these factors see "The Trust--Portfolio" and "Special Factors Concerning the
Portfolio" in Part B of this Prospectus. See "Tax Status" in Part B of this
Prospectus.
None of the Bonds in the Trust are subject to the federal
individual alternative minimum tax under the Tax Reform Act of 1986. See "Tax
Status" in Part B of this Prospectus.
A-7
111199.1
<PAGE>
FINANCIAL AND STATISTICAL INFORMATION
Selected data for each Unit outstanding for the periods listed below:
Distribu-
tions of
Distributions of Interest Principal
During the Period (per Unit) During
Net Asset* Semi- the
Units Out- Value Monthly Annual Annual Period
Period Ended standing Per Unit Option Option Option (Per Unit)
December 31, 1993 11,824 $540.68 $36.20 $36.67 $36.81 $121.86
December 31, 1994 11,756 509.94 33.89 34.36 34.49 4.63
December 31, 1995 11,651 527.93 33.64 34.12 34.26 1.33
- --------
* 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.
A-8
111199.1
<PAGE>
Independent Auditors' Report
The Sponsor, Trustee and Certificateholders
New York Municipal Trust, Series 4:
We have audited the accompanying statement of net assets, including the
portfolio, of New York Municipal Trust, Series 4 as of December 31, 1995, 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, 1995, by correspondence with
the Trustee. An audit also includes assessing the accounting principles used and
significant estimates made by the Trustee, 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 New York Municipal Trust,
Series 4 as of December 31, 1995, 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 LLP
New York, New York
March 31, 1996
<PAGE>
NEW YORK MUNICIPAL TRUST, SERIES 4
Statement of Net Assets
December 31, 1995
Investments in marketable securities,
at market value (cost $5,479,267) $ 6,059,067
Excess of other assets over total liabilities 91,865
-----------
Net assets 11,651 units of fractional undivided
interest outstanding, $527.93 per unit) $ 6,150,932
===========
See accompanying notes to financial statements.
<PAGE>
NEW YORK MUNICIPAL TRUST, SERIES 4
Statements of Operations
Years ended December 31,
-------- --- --------- --- --------
1995 1994 1993
-------- --------- --------
Investment income - interest $ 410,536 416,385 447,684
-------- --------- --------
Expenses:
Trustee's fees 9,889 10,586 10,948
Evaluator's fees 3,013 3,312 3,298
-------- --------- --------
Total expenses 12,902 13,898 14,246
-------- --------- --------
Investment income, net 397,634 402,487 433,438
-------- --------- --------
Realized and unrealized gain (loss) on investments:
Realized gain on
bonds sold or called 3,844 2,830 26,509
Unrealized appreciation
(depreciation) for the year 221,573 (311,262) 131,425
-------- --------- --------
Net gain (loss) on
investments 225,417 (308,432) 157,934
-------- --------- --------
Net increase in net
assets resulting
from operations $ 623,051 94,055 591,372
======== ======== ========
See accompanying notes to financial statements.
<PAGE>
<TABLE>
NEW YORK MUNICIPAL TRUST, SERIES 4
Statements of Changes in Net Assets
<CAPTION>
Years ended December 31,
---------- --- ---------- --- -----------
1995 1994 1993
---------- ---------- -----------
<S> <C> <C> <C>
Operations:
Investment income, net $ 397,634 402,487 433,438
Realized gain on
bonds sold or called 3,844 2,830 26,509
Unrealized appreciation
(depreciation) for the year 221,573 (311,262) 131,425
---------- ---------- -----------
Net increase in net
assets resulting
from operations 623,051 94,055 591,372
---------- ---------- -----------
Distributions to Certificateholders:
Investment income 395,775 402,175 433,560
Principal 15,622 54,745 1,458,965
Redemptions:
Interest 1,413 693 2,370
Principal 54,120 34,631 81,644
---------- ---------- -----------
Total distributions
and redemptions 466,930 492,244 1,976,539
---------- ---------- -----------
Total increase (decrease) 156,121 (398,189) (1,385,167)
Net assets at beginning of year 5,994,811 6,393,000 7,778,167
---------- ---------- -----------
Net assets at end of year (including
undistributed net investment
income of$95,766, $95,320 and
$95,698, respectively) $ 6,150,932 5,994,811 6,393,000
========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
NEW YORK MUNICIPAL TRUST, SERIES 4
Notes to Financial Statements
December 31, 1995, 1994 and 1993
(1) Organization
New York Municipal Trust, Series 4 (Trust) was organized on May 10, 1979
by Bear, Stearns & Co. Inc. 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. Effective September 28, 1995, Reich & Tang
Distributors L.P. (Reich & Tang) has become the successor sponsor
(Sponsor) to certain of the unit investments trusts previously sponsored
by Bear, Stearns & Co. Inc. As successor Sponsor, Reich & Tang has assumed
all of the obligations and rights of Bear Stearns & Co. Inc., the previous
sponsor.
(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 Kenny S&P
Evaluation Services (Evaluator). The market value of the portfolio 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 the
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.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Trustee to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
(3) Income Taxes
The Trust is not subject to Federal income taxes as provided for by the
Internal Revenue Code.
(Continued)
F-5
<PAGE>
NEW YORK MUNICIPAL TRUST, SERIES 4
Notes to Financial Statements
(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).
See "Financial and Statistical Information" in Part A of this Prospectus
for the amounts of per unit distributions during the years ended December 31,
1995, 1994 and 1993.
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.
The Trust Indenture and Agreement also requires the Trust to redeem units
tendered. 105, 68 and 153 units were redeemed during the years ended December
31, 1995, 1994 and 1993, respectively.
(5) Net Assets
At December 31, 1995, the net assets of the Trust represented the interest
of Certificateholders as follows:
Original cost to Certificateholders $13,284,520
Less initial gross underwriting commission (597,740)
12,686,780
Cost of securities sold or called (7,207,513)
Net unrealized appreciation 579,800
Undistributed net investment income 95,766
Distributions in excess of proceeds
from bonds sold or called (3,901)
Total $ 6,150,932
===========
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 13,000 units of fractional undivided
interest of the Trust as of the date of deposit.
F-6
<PAGE>
<TABLE>
NEW YORK MUNICIPAL TRUST, SERIES 4
Portfolio
December 31, 1995
<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 $ 350,000 State of New York, General A* 3.400% 4/01/00 @ 100 S.F. $ 280,301
Obligation 4/01/2009 4/01/00 @ 100 Ref.
1a 110,000 State of New York, General A* 3.400 4/01/00 @ 100 S.F. 93,700
Obligation 4/01/2006 4/01/00 @ 100 Ref.
2 275,000 State of New York, General A* 5.000 No Sinking Fund 274,513
Obligation 3/15/2007 None
3 100,000 State of New York, General A* 3.900 No Sinking Fund 97,698
Obligation 8/15/2000 None
4 60,000 Dormitory Authority of the B1* 8.750 Currently @ 103 S.F. 59,993
State of New York, Revenue 7/01/2007 1/29/96 @ 100 Ref.
Bonds, Cornwall Hospital,
Series A
5 200,000 New York State Housing Finance AAA 5.600 No Sinking Fund 213,936
Agency, Health Facilities 5/01/2002 None
Bonds, 1973 Series A
5a 65,000 New York State Housing Finance AAA 5.600 No Sinking Fund 69,759
Agency, Health Facilities 5/01/2003 None
Bonds, 1973 Series A
5b 35,000 New York State Housing Finance AAA 5.600 No Sinking Fund 37,709
Agency, Health Facilities 11/01/2003 None
Bonds, 1973 Series A
6 500,000 New York State Housing Finance AAA 7.750 No Sinking Fund 535,180
Agency, Health Facilities 11/01/1997 None
Bonds, 1974 Series A
6a 300,000 New York State Housing Finance AAA 7.750 No Sinking Fund 330,477
Agency, Health Facilities 11/01/1998 None
Bonds, 1974 Series A
7 510,000 New York State Housing Finance A* 6.875 11/01/98 @ 100 S.F. 521,251
Agency, Hospital and Nursing 11/01/2007 1/29/96 @ 102 Ref.
Home Project Bonds, 1977
Series A
8 850,000 New York Housing Finance BBB+ 8.000 Currently @ 100 S.F. 872,313
Agency, Henry Phipps Plaza 5/01/2018 1/29/96 @ 102 Ref.
West, Inc., Urban Rental
Project Bonds
9 95,000 The Port Authority of New York AA- 5.500% Currently @ 103.5 S.F. 95,072
and New Jersey Consolidated 10/01/2008 4/01/96 @ 100 Ref.
Bonds, Forty-first Series
(First Installment)
10 185,000 Riverhead Housing Development NR 8.250 8/01/96 @ 100 S.F. 198,011
Corporation (New York), 8/01/2010 None
Section 8 Assisted Mortgage
Revenue Bonds (Riverhead
Village Apartment Project)
11 250,000 St. Casimir's Elderly Housing NR 7.375 9/01/00 @ 100 S.F. 261,594
Corporation (New York), First 9/01/2010 3/01/96@ 104.5 Ref.
Lien Revenue Bonds (Series
1978 -- Section 8 Assisted
Project)
12 500,000 Suffolk County, New York Baa1* 5.100 No Sinking Fund 510,405
(General Obligation) Public 2/15/2000 None
Improvement Bonds, 1974
13 195,000 Puerto Rico Highway Authority, A 5.500 Currently @ 100 S.F. 195,240
Highway Revenue Bonds, Series 7/01/2003 7/01/96 @ 100 Ref.
G
14 1,315,000 Puerto Rico Housing Finance A 8.250 Currently @ 100 S.F. 1,333,475
Corporation, Multi-Family 6/01/2011 1/29/96 @ 101 Ref.
Mortgage Revenue Bonds, Series
1979A (Section 8 Assisted
National Housing
Partnership/Albors Housing
Developments)
15 75,000 Puerto Rico Water Resources A 5.400 Currently @ 100 S.F. 78,440
Authority, Electric Revenue 7/01/2001 1/1/01 @ 100 Ref.
Bonds, Series 1971-B (5)
------------ ------------
$ 5,970,000 $ 6,059,067
============ ============
</TABLE>
See accompanying footnotes to portfolio and notes to financial statements.
F-8
<PAGE>
NEW YORK MUNICIPAL TRUST, SERIES 4
Footnotes to Portfolio
December 31, 1995
(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, 1995, the net unrealized appreciation of all the bonds was
comprised of the following:
Gross unrealized appreciation $ 891,943
Gross unrealized depreciation (312,143)
Net unrealized appreciation $ 579,800
=======
(4) The annual interest income, based upon bonds held at December 31, 1995, to
the Trust is $408,090.
(5) The bonds have been prerefunded and will be redeemed at the next refunding
call date.
(6) Bonds sold or called after December 31, 1995 are noted in a footnote
"Changes in Trust Portfolio" under "Description of Portfolio" in Part A of
this Prospectus.
(7) 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).
F-9
<PAGE>
<PAGE>
NOTE: Part A of This Prospectus May Not Be
Distributed Unless Accompanied by Part B.
NEW YORK MUNICIPAL TRUST
SERIES 5
- ------------------------------------------------------------------------------
The Trust is a unit investment trust with an underlying portfolio
of long-term tax-exempt bonds and was formed to preserve capital and to
provide interest income (including, where applicable, earned original issue
discount) which, in the opinions of bond counsel to the respective issuers,
is, with certain exceptions, currently exempt from regular federal income tax
and New York State and New York City income taxes under existing law but may
be subject to state and local taxes in other jurisdictions. Capital gains are
subject to tax. (See "Tax Status" and "The Trust--Portfolios" in Part B of
this Prospectus.) The Sponsor is Reich & Tang Distributors L.P. (successor
Sponsor to 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 the Summary
of Essential Information as of December 31, 1995 (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 30, 1996
111215.1
<PAGE>
THE TRUST. The Trust is a unit investment trust formed to preserve
capital and to provide interest income (including, where applicable, earned
original issue discount) which, in the opinions of bond counsel to the
respective issuers, is, with certain exceptions, currently exempt from regular
federal income tax and New York State and New York City income taxes under
existing law through investment in a fixed, diversified portfolio of long-term
bonds (the "Bonds") issued by or on behalf of the State of New York and its
political subdivisions, municipalities and public authorities and by the
Commonwealth of Puerto Rico and its public authorities. Although the Supreme
Court has determined that Congress has the authority to subject interest on
bonds such as the Bonds in the Trust to regular federal income taxation,
existing law excludes such interest from regular federal income tax. Such
interest income may, however, be subject to federal corporate alternative
minimum tax and to state and local taxes in other jurisdictions. (See "Tax
Status" in Part B of this Prospectus.) All of the Bonds 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 discussion of the
significance of such ratings, see "Description of Bond Ratings" in Part B of
this Prospectus. For a list of ratings on the Evaluation Date, see "Portfolio".
Some of the Bonds in the Trust have been issued with optional refunding or
refinancing provisions ("Refunded Bonds") whereby the issuer of the Bond has the
right to call such Bond prior to its stated maturity date (and other than
pursuant to sinking fund provisions) and to issue new bonds ("Refunding Bonds")
in order to finance the redemption. Issuers typically utilize refunding calls in
order to take advantage of lower interest rates in the marketplace. Some of
these Refunded Bonds may be called for redemption pursuant to pre-refunding
provisions ("Pre-Refunded Bonds") whereby the proceeds from the issue of the
Refunding Bonds are typically invested in government securities in escrow for
the benefit of the holders of the Pre-Refunded Bonds until the refunding call
date. Usually, Pre-Refunded Bonds will bear a triple-A rating because of this
escrow. The issuers of Pre-Refunded Bonds must call such Bonds on their
refunding call date. Therefore, as of such date, the Trust will receive the call
price for such bonds but will cease receiving interest income with respect to
them. For a list of those Bonds which are Pre-Refunded Bonds as of the
Evaluation Date, if any, see "Notes to Financial Statements" in this Part A.
Some of the Bonds in the portfolio may have been purchased at an aggregate
premium over par. The payment of interest and preservation of capital are, of
course, dependent upon the continuing ability of the issuers of the Bonds to
meet their obligations. There can be no assurance that the Trust's investment
objectives will be achieved. Investment in the Trust should be made with an
understanding of the risks which an investment in long-term fixed rate debt
obligations may entail, including the risk that the value of the underlying
portfolio will decline with increases in interest rates. Each Unit in the Trust
represents a 1/11842nd undivided interest in the principal and net income of the
Trust. The principal amount of Bonds deposited in the Trust per Unit is
reflected in the Summary of Essential Information. (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 secondary market Public Offering Price of
each Unit is equal to the aggregate bid price of the Bonds in the Trust divided
by the number of Units outstanding, plus a sales charge of 5.23% of the Public
Offering Price, or 5.518% of the net amount invested in Bonds 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 $594.99 plus accrued interest of
$12.52 under the monthly distribution plan, $15.26 under the semi-annual
distribution plan and $15.18 under the annual distribution plan for a total of
$607.51, $610.25 and $610.17, respectively. The Public Offering Price per Unit
can vary on a daily basis in accordance
A-2
111215.1
<PAGE>
with fluctuations in the aggregate bid prices of the Bonds. (See "Public
Offering--Offering Price" in Part B of this Prospectus.)
ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN. Units of
each 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 each 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 the 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 the 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 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
Bonds in the portfolio 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.
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 bid prices 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. (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 Sponsors
upon request.
DISTRIBUTIONS. Distributions of interest income, less expenses, will
be made by the Trust either monthly, semi-annually or annually depending upon
the plan of distribution applicable to the Unit purchased. A purchaser of a Unit
in the secondary market will initially receive distributions in accordance with
the plan selected by the prior owner of such Unit and may thereafter change the
plan as provided under "Interest and Principal Distributions" in Part B of this
Prospectus. Distributions of principal, if any, will be made semi-annually on
June 15 and December 15 of each year. For
A-3
111215.1
<PAGE>
estimated monthly, semi-annual and annual interest 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 secondary market for
the Units at prices based upon the aggregate bid price of the Bonds in the Trust
portfolio. The reoffer price will be based on the aggregate bid price of the
Bonds plus a sales charge of 5.23% (5.518% of the net amount invested), plus net
accrued interest. If a market is not maintained a Certificateholder will be able
to redeem his or her Units with the Trustee at a price also based upon the
aggregate bid price of the Bonds. (See "Sponsor Repurchase" and "Offering Price"
in Part B of this Prospectus.)
TOTAL REINVESTMENT PLAN. Certificateholders under the semi-annual
and annual plans of distribution have the opportunity to have all their regular
interest distributions, and principal distributions, if any, reinvested in
available series of "New York Municipal Trust". (See "Total Reinvestment Plan"
in Part B of this Prospectus.) The Plan is not designed to be a complete
investment program.
A-4
111215.1
<PAGE>
NEW YORK MUNICIPAL TRUST
SERIES 5
SUMMARY OF ESSENTIAL INFORMATION AS OF DECEMBER 31, 1995
Date of Deposit: June 22, 1979 Minimum Principal Distribution:
Principal Amount of Bonds.... $6,450,000 $1.00 per Unit.
Number of Units ............. 11,842 Weighted Average Life to
Fractional Undivided Inter- Maturity: 13.7 Years.
est in Trust per Unit .... 1/11842 Minimum Value of Trust:
Principal Amount of Trust may be terminated if
Bonds per Unit ........... $544.67 value of Trust is less than
Secondary Market Public $5,250,000 in principal amount
Offering Price** of Bonds.
Aggregate Bid Price Mandatory Termination Date:
of Bonds in Trust........ $6,695,603+++ The earlier of December 31,
Divided by 11,842 Units.. $565.41 2028 or the disposition of the
Plus Sales Charge of 5.23% last Bond in the Trust.
of Public Offering Price $29.58 Trustee***: The Bank of New
Public Offering Price York.
per Unit ................ $594.99+ Trustee's Annual Fee: Monthly
Redemption and Sponsor's plan $1.08 per $1,000; semi-
Repurchase Price annual plan $.60 per $1,000;
per Unit ................ $565.41+ and annual plan is $.40 per
+++ $1,000.
++++ Evaluator: Kenny S&P Evaluation
Excess of Secondary Market Services.
Public Offering Price Evaluator's Fee for Each
over Redemption and Evaluation: Minimum of $35
Sponsor's Repurchase plus $.25 per each issue of
Price per Unit ........... $29.58++++ Bonds in excess of 50 issues
Difference between Public (treating separate maturities
Offering Price per Unit as separate issues).
and Principal Amount per Sponsor: Reich & Tang
Unit Premium/(Discount) .. $50.32 Distributors L.P.
Evaluation Time: 4:00 p.m.
New York Time.
PER UNIT INFORMATION BASED UPON INTEREST DISTRIBUTION PLAN ELECTED
Monthly Semi-Annual Annual
Option Option Option
Gross annual interest income# ......... $38.69 $38.69 $38.69
Less estimated annual fees and
expenses ............................ 1.35 .91 .79
Estimated net annual interest ______ ______ ______
income (cash)# ...................... $37.34 $37.78 $37.90
Estimated interest distribution# ...... 3.11 18.89 37.90
Estimated daily interest accrual# ..... .1037 .1049 .1052
Estimated current return#++ ........... 6.28% 6.35% 6.37%
Estimated long term return++ .......... 3.67% 3.75% 3.77%
Record dates .......................... 1st of Dec. 1 and Dec. 1
each month June 1
Interest distribution dates ........... 15th of Dec. 15 and Dec. 15
each month June 15
A-5
111215.1
<PAGE>
Footnotes to Summary of Essential Information
* The Date of Deposit is the date on which the Trust Agreement was signed
and the deposit of the Bonds with the Trustee made.
** For information regarding offering price per unit and applicable sales
charge under the Total Reinvestment Plan, see Total Reinvestment Plan in
Part B of this Prospectus.
The proceeds from securities called January 1, 1996 and certain amounts
distributable as of December 31, 1995 are reported in the summary of
essential information as if they had been distributed at year-end.
*** The Trustee maintains its corporate trust office at 101 Barclay Street,
New York, New York 10286 (tel. no.: 1-212-495-1784). For information
regarding redemption by the Trustee, see "Trustee Redemption" in Part B
of this Prospectus.
+ Plus accrued interest to expected date of settlement (approximately five
business days after purchase) of $12.52 monthly, $15.26 semi-annually and
$15.18 annually.
++ The estimated current return and estimated long term returns are increased
for transactions entitled to a discount (see "Employee Discounts" in Part
B of this Prospectus), and are higher under the semi-annual and annual
options due to lower Trustee's fees and expenses.
+++ Based solely upon the bid side evaluation of the underlying Bonds
(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.
# Does not include accrual from original issue discount bonds, if any.
A-6
111215.1
<PAGE>
INFORMATION REGARDING THE TRUST
AS OF DECEMBER 31, 1995
DESCRIPTION OF PORTFOLIO*
Each Unit in the Trust consists of a 1/11842nd fractional undivided
interest in the principal and net income of the Trust in the ratio of one Unit
for each $544.67 principal amount of the Bonds currently held in the Trust. The
Sponsor has not participated as a sole underwriter or manager, co-manager or
member of an underwriting syndicate from which any of the initial aggregate
principal amount of the Bonds were acquired. The portfolio of the Trust consists
of 21 issues representing obligations of 7 issuers located in New York State and
2 in Puerto Rico. Eight issues representing $2,910,000 of the principal amount
of the Bonds in the Trust are "moral obligation" bonds. All of the Bonds in the
Trust are subject to redemption prior to their stated maturity dates pursuant to
sinking fund or optional call provisions. 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). Seven issues representing $670,000 of the
principal amount of the Bonds are general obligation bonds. All 14 of the
remaining issues representing $5,800,000 of the principal amount of the Bonds
are payable from the income of a specific project or authority and are not
supported by the issuer's power to levy taxes. The portfolio is divided for
purpose of issue as follows: Health Facilities 3, Highway 1, Hospital and
Nursing Projects 5, Housing 4 and Port Authority 1. For an explanation of the
significance of these factors see "The Trust--Portfolio" and "Special Factors
Concerning the Portfolio" in Part B of this Prospectus. See "Tax Status" in Part
B of this Prospectus.
None of the Bonds in the Trust are subject to the federal
individual alternative minimum tax under the Tax Reform Act of 1986. See "Tax
Status" in Part B of this Prospectus.
- --------
* Changes in the Trust Portfolio: From January 1, 1996 to March 22, 1996,
$20,000 of the principal amount of the Bond in portfolio no. 16 and
$35,000 of the principal amount of the Bond in portfolio no. 19 have been
called and are no longer contained in the Trust.
A-7
111215.1
<PAGE>
FINANCIAL AND STATISTICAL INFORMATION
Selected data for each Unit outstanding for the periods listed below:
Distribu-
tions of
Distributions of Interest Principal
During the Period (per Unit) During
Net Asset* Semi- the
Units Out- Value Monthly Annual Annual Period
Period Ended standing Per Unit Option Option Option (Per Unit)
December 31, 1993 12,262 $608.27 $42.12 $42.68 $42.81 $192.95
December 31, 1994 12,089 568.39 38.43 38.93 39.05 12.98
December 31, 1995 11,842 579.52 37.80 38.30 38.43 8.49
- --------
* 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.
A-8
111215.1
<PAGE>
Independent Auditors' Report
The Sponsor, Trustee and Certificateholders
New York Municipal Trust, Series 5:
We have audited the accompanying statement of net assets, including the
portfolio, of New York Municipal Trust, Series 5 as of December 31, 1995 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, 1995, by correspondence with
the Trustee. An audit also includes assessing the accounting principles used and
significant estimates made by the Trustee, 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 New York Municipal Trust,
Series 5 as of December 31, 1995 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 LLP
New York, New York
March 31, 1996
<PAGE>
NEW YORK MUNICIPAL TRUST, SERIES 5
Statement of Net Assets
December 31, 1995
Investments in marketable securities,
at market value (cost $6,155,202) $ 6,695,767
Excess of other assets over total liabilities 166,896
------------
Net assets 11,842 units of fractional undivided
interest outstanding,$579.52 per unit) $ 6,862,663
------------
------------
See accompanying notes to financial statements.
<PAGE>
<TABLE>
NEW YORK MUNICIPAL TRUST, SERIES 5
Statements of Operations
<CAPTION>
Years ended December 31,
------------ --- ------------ --- ------------
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Investment income - interest $ 467,724 483,972 526,502
------------ ------------ ------------
Expenses:
Trustee's fees 10,278 11,143 12,030
Evaluator's fees 3,013 3,315 3,298
------------ ------------ ------------
Total expenses 13,291 14,458 15,328
------------ ------------ ------------
Investment income, net 454,433 469,514 511,174
------------ ------------ ------------
Realized and unrealized gain (loss) on investments:
Realized gain
on bonds sold or called 6,897 9,919 57,961
Unrealized appreciation
(depreciation) for the year 228,329 (336,795) 100,903
------------ ------------ ------------
Net gain (loss)
on investments 235,226 (326,876) 158,864
------------ ------------ ------------
Net increase in net
assets resulting
from operations $ 689,659 142,638 670,038
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
NEW YORK MUNICIPAL TRUST, SERIES 5
Statements of Changes in Net Assets
<CAPTION>
Years ended December 31,
------------ - ------------ - ------------
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Operations:
Investment income, net $ 454,433 469,514 511,174
Realized gain on
bonds sold or called 6,897 9,919 57,961
Unrealized appreciation
(depreciation) for the year 228,329 (336,795) 100,903
------------ ------------ ------------
Net increase in net
assets resulting
from operations 689,659 142,638 670,038
------------ ------------ ------------
Distributions to Certificateholders:
Investment income 453,729 469,697 520,334
Principal 101,075 157,954 2,371,138
Redemptions:
Interest 4,018 3,093 527
Principal 139,400 99,288 20,737
------------ ------------ ------------
Total distributions
and redemptions 698,222 730,032 2,912,736
------------ ------------ ------------
Total decrease (8,563) (587,394) (2,242,698)
Net assets at beginning of year 6,871,226 7,458,620 9,701,318
------------ ------------ ------------
Net assets at end of year (including
undistributed net investment
income of $166,860, $170,174 and
$173,450 respectively) $ 6,862,663 6,871,226 7,458,620
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
NEW YORK MUNICIPAL TRUST, SERIES 5
Notes to Financial Statements
December 31, 1995, 1994 and 1993
(1) Organization
New York Municipal Trust, Series 5 (Trust) was organized on June 22, 1979
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.
Effective September 28, 1995, Reich & Tang Distributors L.P. (Reich &
Tang) has become the successor sponsor (Sponsor) to certain of the unit
investments trusts previously sponsored by Bear, Stearns & Co. Inc. As
successor Sponsor, Reich & Tang has assumed all of the obligations and
rights of Bear Stearns & Co. Inc., the previous sponsor.
(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 Kenny S&P
Evaluation Services (Evaluator). The market value of the portfolio 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 the
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.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Trustee to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
(3) Income Taxes
The Trust is not subject to Federal income taxes as provided for by the
Internal Revenue Code.
(Continued)
F-5
<PAGE>
NEW YORK MUNICIPAL TRUST, SERIES 5
Notes to Financial Statements
(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).
See "Financial and Statistical Information" in Part A of this Prospectus
for the amounts of per unit distributions during the years ended December 31,
1995, 1994 and 1993.
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.
The Trust Indenture and Agreement also requires the Trust to redeem units
tendered. 247, 173 and 33 units were redeemed during the years ended December
31, 1995, 1994 and 1993, respectively.
(5) Net Assets
At December 31, 1995, the net assets of the Trust represented the interest
of Certificateholders as follows:
Original cost to Certificateholders $ 13,324,802
Less initial gross underwriting commission (599,560)
12,725,242
Cost of securities sold or called (6,570,040)
Net unrealized appreciation 540,565
Undistributed net investment income 166,860
Undistributed proceeds from bonds sold or called 36
------
Total $ 6,862,663
=========
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 13,000 units of fractional undivided
interest of the Trust as of the date of deposit.
F-6
<PAGE>
<TABLE>
NEW YORK MUNICIPAL TRUST, SERIES 5
Portfolio
December 31, 1995
<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 $ 50,000 State of New York, A* 3.300% No Sinking Fund $ 46,676
General Obligation 4/01/2001 4/01/00 @ 100 Ref.
2 150,000 State of New York, A* 3.700 No Sinking Fund 138,108
General Obligation 12/01/2003 12/01/99 @ 100 Ref.
3 125,000 State of New York, A* 3.700 No Sinking Fund 113,246
General Obligation 12/01/2004 12/01/99 @ 100 Ref.
4 50,000 State of New York, A* 5.000 No Sinking fund 50,705
General Obligation 12/15/2005 None
5 220,000 State of New York, A* 3.400 No Sinking Fund 187,400
General Obligation 4/01/2006 4/01/00 @ 100 Ref.
6 25,000 State of New York, A* 3.600 No Sinking Fund 20,904
General Obligation 2/01/2008 2/01/01 @ 100 Ref.
7 50,000 State of New York, A* 5.200 No Sinking Fund 50,155
General Obligation 5/01/2008 5/1/96 @ 102 Ref.
8 100,000 New York State Housing AAA 6.375 No Sinking Fund 112,132
Finance Agency, Health 5/01/2003 None
Facilities Bonds, 1973
Series A
8a 50,000 New York State Housing AAA 6.375 No Sinking Fund 56,381
Finance Agency, Health 5/01/2004 None
Facilities Bonds, 1972
Series A
9 75,000 New York State Housing AAA 5.600 No Sinking Fund 80,226
Finance Agency, Health 5/01/2002 None
Facilities Bonds, 1973
Series A
9a 30,000 New York State Housing AAA 5.600 No Sinking Fund 32,196
Finance Agency, Health 5/01/2003 None
Facilities Bonds, 1973
Series A
9b 100,000 New York State Housing AAA 5.600 No Sinking Fund 107,739
Finance Agency, Health 11/01/2003 None
Facilities Bonds, 1973
Series A
10 910,000 New York State Housing AAA 7.600 Currently @ 100 S.F. 1,032,714
Finance Agency, Health 11/01/2004 None
Facilities Bonds, 1979
Series A
11 45,000 New York State Housing A* 5.850 No Sinking Fund 46,495
Finance Agency, Hospital 11/01/2002 5/01/96 @ 103 Ref.
and Nursing Home Project
Bonds, 1971 Series A
11a 75,000 New York State Housing A* 5.850% No Sinking Fund 77,400
Finance Agency, Hospital 11/01/2003 5/01/96 @ 103 Ref.
and Nursing Home Project
Bonds, 1971 Series A
11b 75,000 New York State Housing A* 5.875 No Sinking Fund 77,288
Finance Agency, Hospital 11/01/2011 5/01/96 @ 103 Ref.
and Nursing Home Project
Bonds, 1971 Series A
12 30,000 New York State Housing A* 5.500 No Sinking Fund 30,906
Finance Agency, Hospital 11/01/2006 1/29/96 @ 103 Ref.
and Nursing Home Project
Bonds, 1972 Series A
12a 40,000 New York State Housing A* 5.500 No Sinking Fund 40,462
Finance Agency, Hospital 11/01/2011 1/29/96 @ 103 Ref.
and Nursing Home Project
Bonds, 1972 Series A
13 25,000 New York State Housing A* 5.900 No Sinking Fund 25,250
Finance Agency, Hospital 11/01/2006 1/29/96 @ 101 Ref.
and Nursing Home Project
Bonds, 1974 Series A
14 250,000 New York State Housing A* 6.875 11/01/98 @ 100 S.F. 255,515
Finance Agency, Hospital 11/01/2007 1/29/96 @ 102 Ref.
and Nursing Home Project
Bonds, 1977 Series A
15 1,105,000 New York State Medical A* 7.400 11/01/04 @ 100 S.F. 1,129,807
Care Facilities Finance 11/01/2016 1/29/96 @ 102 Ref.
Agency, Hospital and
Nursing Home Project
Bonds, 1979 Series A
16 425,000 New York City Housing A* 8.250 Currently @ 100 S.F. 435,325
Authority, Section 8 1/01/2011 1/29/96 @ 101 Ref.
Federal Subsidy Mrtge.
Revenue Bonds, 1978
Series A
17 75,000 The Port Authority of New AA- 5.500 Currently @ 103 S.F. 75,056
York and New Jersey 10/01/2008 4/01/96 @ 100 Ref.
Consolidated Bonds,
Forty-First Series
18 105,000 Riverhead Housing NR 8.250 8/01/96 @ 100 S.F. 112,384
Development Corporation 8/01/2010 None
(New York), Section 8
Assisted Mortgage Revenue
Bonds (Riverhead Village
Apt. Project)
19 1,335,000 Tonawanda Senior Citizen NR 7.875 Currently @ 100 S.F. 1,399,214
Housing Corporation, 2/01/2011 2/1/96 @ 104.5 Ref.
Section 8 Assisted
Mortgage Rev. Bonds
(Westchester Park
Apartment Project)
20 90,000 Puerto Rico Highway A 5.250% Currently @ 100 S.F. 90,000
Authority, Highway 7/01/1998 1/29/96 @ 100 Ref.
Revenue Bonds, Series A
21 860,000 Puerto Rico Housing A 8.250 6/01/97 @ 100 S.F. 872,083
Finance Corporation, 6/01/2011 1/29/96 @ 101 Ref.
Multi-Fam. Mortgage
Revenue Bonds, Series
1979A (Section 8 Assisted
Albors Housing
Developments/National
Housing Partnership)
------------ ------------
$ 6,470,000 $ 6,695,767
============ ============
</TABLE>
See accompanying footnotes to portfolio and notes to financial statements.
<PAGE>
NEW YORK MUNICIPAL TRUST, SERIES 5
Footnotes to Portfolio
December 31, 1995
(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, 1995, the net unrealized appreciation of all the bonds was
comprised of the following:
Gross unrealized appreciation $ 560,082
Gross unrealized depreciation (19,517)
Net unrealized appreciation $ 540,565
=======
(4) The annual interest income, based upon bonds held at December 31, 1995, to
the Trust is $459,873.
(5) The bonds have been prerefunded and will be redeemed at the next refunding
call date.
(6) Bonds sold or called after December 31, 1995 are noted in a footnote
"Changes in Trust Portfolio" under "Description of Portfolio" in Part A of
this Prospectus.
(7) 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).
F-10
<PAGE>
NOTE: Part A of This Prospectus May Not Be
Distributed Unless Accompanied by Part B.
NEW YORK MUNICIPAL TRUST
SERIES 6
- ------------------------------------------------------------------------------
The Trust is a unit investment trust with an underlying portfolio
of long-term tax-exempt bonds and was formed to preserve capital and to
provide interest income (including, where applicable, earned original issue
discount) which, in the opinions of bond counsel to the respective issuers,
is, with certain exceptions, currently exempt from regular federal income tax
and New York State and New York City income taxes under existing law but may
be subject to state and local taxes in other jurisdictions. Capital gains are
subject to tax. (See "Tax Status" and "The Trust--Portfolios" in Part B of
this Prospectus.) The Sponsor is Reich & Tang Distributors L.P. (successor
Sponsor to 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 the Summary
of Essential Information as of December 31, 1995 (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 30, 1996
111218.1
<PAGE>
THE TRUST. The Trust is a unit investment trust formed to preserve
capital and to provide interest income (including, where applicable, earned
original issue discount) which, in the opinions of bond counsel to the
respective issuers, is, with certain exceptions, currently exempt from regular
federal income tax and New York State and New York City income taxes under
existing law through investment in a fixed, diversified portfolio of long-term
bonds (the "Bonds") issued by or on behalf of the State of New York and its
political subdivisions, municipalities and public authorities and by the
Commonwealth of Puerto Rico and its public authorities. Although the Supreme
Court has determined that Congress has the authority to subject interest on
bonds such as the Bonds in the Trust to regular federal income taxation,
existing law excludes such interest from regular federal income tax. Such
interest income may, however, be subject to federal corporate alternative
minimum tax and to state and local taxes in other jurisdictions. (See "Tax
Status" in Part B of this Prospectus.) All of the Bonds 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 discussion of the
significance of such ratings, see "Description of Bond Ratings" in Part B of
this Prospectus. For a list of ratings on the Evaluation Date, see "Portfolio".
Some of the Bonds in the Trust have been issued with optional refunding or
refinancing provisions ("Refunded Bonds") whereby the issuer of the Bond has the
right to call such Bond prior to its stated maturity date (and other than
pursuant to sinking fund provisions) and to issue new bonds ("Refunding Bonds")
in order to finance the redemption. Issuers typically utilize refunding calls in
order to take advantage of lower interest rates in the marketplace. Some of
these Refunded Bonds may be called for redemption pursuant to pre-refunding
provisions ("Pre-Refunded Bonds") whereby the proceeds from the issue of the
Refunding Bonds are typically invested in government securities in escrow for
the benefit of the holders of the Pre-Refunded Bonds until the refunding call
date. Usually, Pre-Refunded Bonds will bear a triple-A rating because of this
escrow. The issuers of Pre-Refunded Bonds must call such Bonds on their
refunding call date. Therefore, as of such date, the Trust will receive the call
price for such bonds but will cease receiving interest income with respect to
them. For a list of those Bonds which are Pre-Refunded Bonds as of the
Evaluation Date, if any, see "Notes to Financial Statements" in this Part A.
Some of the Bonds in the portfolio may have been purchased at an aggregate
premium over par. The payment of interest and preservation of capital are, of
course, dependent upon the continuing ability of the issuers of the Bonds to
meet their obligations. There can be no assurance that the Trust's investment
objectives will be achieved. Investment in the Trust should be made with an
understanding of the risks which an investment in long-term fixed rate debt
obligations may entail, including the risk that the value of the underlying
portfolio will decline with increases in interest rates. Each Unit in the Trust
represents a 1/11973rd undivided interest in the principal and net income of the
Trust. The principal amount of Bonds deposited in the Trust per Unit is
reflected in the Summary of Essential Information. (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 secondary market Public Offering Price of
each Unit is equal to the aggregate bid price of the Bonds in the Trust divided
by the number of Units outstanding, plus a sales charge of 5.37% of the Public
Offering Price, or 5.674% of the net amount invested in Bonds 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 $726.78 plus accrued interest of
$11.99 under the monthly distribution plan, $15.31 under the semi-annual
distribution plan and $15.39 under the annual distribution plan for a total of
$738.77, $742.09 and $742.17, respectively. The Public Offering Price per Unit
can vary on a daily basis in accordance
A-2
111218.1
<PAGE>
with fluctuations in the aggregate bid prices of the Bonds. (See "Public
Offering--Offering Price" in Part B of this Prospectus.)
ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN. Units of
each 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 each 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 the 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 the 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 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
Bonds in the portfolio 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.
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 bid prices 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. (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 Sponsors
upon request.
DISTRIBUTIONS. Distributions of interest income, less expenses, will
be made by the Trust either monthly, semi-annually or annually depending upon
the plan of distribution applicable to the Unit purchased. A purchaser of a Unit
in the secondary market will initially receive distributions in accordance with
the plan selected by the prior owner of such Unit and may thereafter change the
plan as provided under "Interest and Principal Distributions" in Part B of this
Prospectus. Distributions of principal, if any, will be made semi-annually on
June 15 and December 15 of each year. For
A-3
111218.1
<PAGE>
estimated monthly, semi-annual and annual interest 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 secondary market for
the Units at prices based upon the aggregate bid price of the Bonds in the Trust
portfolio. The reoffer price will be based on the aggregate bid price of the
Bonds plus a sales charge of 5.37% (5.674% of the net amount invested), plus net
accrued interest. If a market is not maintained a Certificateholder will be able
to redeem his or her Units with the Trustee at a price also based upon the
aggregate bid price of the Bonds. (See "Sponsor Repurchase" and "Offering Price"
in Part B of this Prospectus.)
TOTAL REINVESTMENT PLAN. Certificateholders under the semi-annual
and annual plans of distribution have the opportunity to have all their regular
interest distributions, and principal distributions, if any, reinvested in
available series of "New York Municipal Trust". (See "Total Reinvestment Plan"
in Part B of this Prospectus.) The Plan is not designed to be a complete
investment program.
A-4
111218.1
<PAGE>
NEW YORK MUNICIPAL TRUST
SERIES 6
SUMMARY OF ESSENTIAL INFORMATION AS OF DECEMBER 31, 1995
Date of Deposit: July 24, 1979 Minimum Principal Distribution:
Principal Amount of Bonds ... $8,200,000 $1.00 per Unit.
Number of Units ............. 11,973 Weighted Average Life to
Fractional Undivided Inter- Maturity: 14.8 Years.
est in Trust per Unit ..... 1/11973 Minimum Value of Trust:
Principal Amount of Trust may be terminated if
Bonds per Unit ............ $684.87 value of Trust is less than
Secondary Market Public $5,200,000 in principal amount
Offering Price** of Bonds.
Aggregate Bid Price Mandatory Termination Date:
of Bonds in Trust ....... $8,258,516+++ The earlier of December 31,
Divided by 11,973 Units ... $689.76 2028 or the disposition of the
Plus Sales Charge of 5.37% last Bond in the Trust.
of Public Offering Price. $37.02 Trustee***: The Bank of New
Public Offering Price York.
per Unit ................ $726.78+ Trustee's Annual Fee: Monthly
Redemption and Sponsor's plan $1.08 per $1,000; semi-
Repurchase Price annual plan $.60 per $1,000;
per Unit .................. $689.76+ and annual plan is $.40 per
+++ $1,000.
++++ Evaluator: Kenny S&P Evaluation
Excess of Secondary Market Services.
Public Offering Price Evaluator's Fee for Each
over Redemption and Evaluation: Minimum of $35
Sponsor's Repurchase plus $.25 per each issue of
Price per Unit ............ $37.02++++ Bonds in excess of 50 issues
Difference between Public (treating separate maturities
Offering Price per Unit as separate issues).
and Principal Amount per Sponsor: Reich & Tang
Unit Premium/(Discount) ... $41.91 Distributors L.P.
Evaluation Time: 4:00 p.m.
New York Time.
PER UNIT INFORMATION BASED UPON INTEREST DISTRIBUTION PLAN ELECTED
Monthly Semi-Annual Annual
Option Option Option
Gross annual interest income# ......... $46.93 $46.93 $46.93
Less estimated annual fees and
expenses ............................ 1.49 .99 .86
Estimated net annual interest ______ ______ ______
income (cash)# ...................... $45.44 $45.94 $46.07
Estimated interest distribution# ...... 3.78 22.97 46.07
Estimated daily interest accrual# ..... .1262 .1276 .1279
Estimated current return#++ ........... 6.25% 6.32% 6.34%
Estimated long term return++ .......... 4.00% 4.07% 4.09%
Record dates .......................... 1st of Dec. 1 and Dec. 1
each month June 1
Interest distribution dates ........... 15th of Dec. 15 and Dec. 15
each month June 15
A-5
111218.1
<PAGE>
Footnotes to Summary of Essential Information
* The Date of Deposit is the date on which the Trust Agreement was signed
and the deposit of the Bonds with the Trustee made.
** For information regarding offering price per unit and applicable sales
charge under the Total Reinvestment Plan, see Total Reinvestment Plan in
Part B of this Prospectus.
The proceeds from securities called January 1, 1996 and certain amounts
distributable as of December 31, 1995 are reported in the summary of
essential information as if they had been distributed at year-end.
*** The Trustee maintains its corporate trust office at 101 Barclay Street,
New York, New York 10286 (tel. no.: 1-212-495-1784). For information
regarding redemption by the Trustee, see "Trustee Redemption" in Part B
of this Prospectus.
+ Plus accrued interest to expected date of settlement (approximately five
business days after purchase) of $11.99 monthly, $15.31 semi-annually and
$15.39 annually.
++ The estimated current return and estimated long term returns are increased
for transactions entitled to a discount (see "Employee Discounts" in Part
B of this Prospectus), and are higher under the semi-annual and annual
options due to lower Trustee's fees and expenses.
+++ Based solely upon the bid side evaluation of the underlying Bonds
(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.
# Does not include accrual from original issue discount bonds, if any.
A-6
111218.1
<PAGE>
INFORMATION REGARDING THE TRUST
AS OF DECEMBER 31, 1995
DESCRIPTION OF PORTFOLIO*
Each Unit in the Trust consists of a 1/11973rd fractional undivided
interest in the principal and net income of the Trust in the ratio of one Unit
for each $684.87 principal amount of the Bonds currently held in the Trust. The
Sponsor has not participated as a sole underwriter or manager, co-manager or
member of an underwriting syndicate from which any of the initial aggregate
principal amount of the Bonds were acquired. The portfolio of the Trust consists
of 18 issues representing obligations of 9 issuers located in New York State and
3 in Puerto Rico. Six issues representing $3,595,000 of the principal amount of
the Bonds in the Trust are "moral obligation" bonds. All of the Bonds in the
Trust are subject to redemption prior to their stated maturity dates pursuant to
sinking fund or optional call provisions. 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). Four issues representing $1,200,000 of the
principal amount of the Bonds are general obligation bonds. All 14 of the
remaining issues representing $7,010,000 of the principal amount of the Bonds
are payable from the income of a specific project or authority and are not
supported by the issuer's power to levy taxes. The portfolio is divided for
purpose of issue as follows: Health Facilities 2, Highway 1, Hospital and
Nursing Projects 4, Housing 3, Port Authority 1 and Power 3. For an explanation
of the significance of these factors see "The Trust--Portfolio" and "Special
Factors Concerning the Portfolio" in Part B of this Prospectus.
See "Tax Status" in Part B of this Prospectus.
None of the Bonds in the Trust are subject to the federal
individual alternative minimum tax under the Tax Reform Act of 1986. See "Tax
Status" in Part B of this Prospectus.
- --------
* Changes in the Trust Portfolio: From January 1, 1996 to March 22, 1996,
$35,000 principal amount of the Bond in portfolio no. 13 and the entire
principal amount of the Bond in portfolio 11b have been called and are no
longer contained in the Trust.
A-7
111218.1
<PAGE>
FINANCIAL AND STATISTICAL INFORMATION
Selected data for each Unit outstanding for the periods listed below:
Distribu-
tions of
Distributions of Interest Principal
During the Period (per Unit) During
Net Asset* Semi- the
Units Out- Value Monthly Annual Annual Period
Period Ended standing Per Unit Option Option Option (Per Unit)
December 31, 1993 12,253 $738.38 $47.93 $48.49 $48.63 $33.19
December 31, 1994 12,142 679.21 46.46 47.01 47.15 20.72
December 31, 1995 11,973 703.47 45.73 46.26 46.40 4.61
- --------
* 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.
A-8
111218.1
<PAGE>
Independent Auditors' Report
The Sponsor, Trustee and Certificateholders
New York Municipal Trust, Series 6:
We have audited the accompanying statement of net assets, including the
portfolio, of New York Municipal Trust, Series 6 as of December 31, 1995, 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, 1995, by correspondence with
the Trustee. An audit also includes assessing the accounting principles used and
significant estimates made by the Trustee, 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 New York Municipal Trust,
Series 6 as of December 31, 1995, 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 LLP
New York, New York
March 31, 1996
<PAGE>
NEW YORK MUNICIPAL TRUST, SERIES 6
Statement of Net Assets
December 31, 1995
Investments in marketable securities,
at market value (cost $7,694,276) $ 8,258,530
Excess of other assets over total liabilities 164,165
------------
Net assets 11,973 units of fractional undivided
interest outstanding,$703.47 per unit) $ 8,422,695
------------
------------
See accompanying notes to financial statements.
<PAGE>
<TABLE>
NEW YORK MUNICIPAL TRUST, SERIES 6
Statements of Operations
<CAPTION>
Years ended December 31,
------------ --- ------------ --- --------
1995 1994 1993
------------ ------------ --------
<S> <C> <C> <C>
Investment income - interest $ 568,610 583,541 606,432
------------ ------------ --------
Expenses:
Trustee's fees 12,141 12,985 12,878
Evaluator's fees 3,011 3,312 3,298
------------ ------------ --------
Total expenses 15,152 16,297 16,176
------------ ------------ --------
Investment income, net 553,458 567,244 590,256
------------ ------------ --------
Realized and unrealized gain (loss) on investments:
Realized (loss) gain on
bonds sold or called (427) 4,271 9,035
Unrealized appreciation
(depreciation) for the year 349,347 (471,872) 206,632
------------ ------------ --------
Net gain (loss)
on investments 348,920 (467,601) 215,667
------------ ------------ --------
Net increase in net
assets resulting
from operations $ 902,378 99,643 805,923
------------ ------------ --------
------------ ------------ --------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
NEW YORK MUNICIPAL TRUST, SERIES 6
Statements of Changes in Net Assets
<CAPTION>
Years ended December 31,
------------ --- ------------ --- ------------
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Operations:
Investment income, net $ 553,458 567,244 590,256
Realized (loss) gain on
bonds sold or called (427) 4,271 9,035
Unrealized appreciation
(depreciation) for the year 349,347 (471,872) 206,632
------------ ------------ ------------
Net increase in net
assets resulting
from operations 902,378 99,643 805,923
------------ ------------ ------------
Distributions to Certificateholders:
Investment income 552,783 567,626 590,857
Principal 55,196 252,349 407,701
Redemptions:
Interest 2,859 2,610 940
Principal 115,809 77,511 23,956
------------ ------------ ------------
Total distributions
and redemptions 726,647 900,096 1,023,454
------------ ------------ ------------
Total increase (decrease) 175,731 (800,453) (217,531)
Net assets at beginning of year 8,246,964 9,047,415 9,264,946
------------ ------------ ------------
Net assets at end of year (including
undistributed net investment
income of$164,077, $166,261 and
$169,253, respectively) $ 8,422,695 8,246,962 9,047,415
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
NEW YORK MUNICIPAL TRUST, SERIES 6
Notes to Financial Statements
December 31, 1995, 1994 and 1993
(1) Organization
New York Municipal Trust, Series 6 (Trust) was organized on July 24, 1979
by Bear, Stearns & Co. Inc. 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. Effective September 28, 1995, Reich & Tang
Distributors L.P. (Reich & Tang) has become the successor sponsor
(Sponsor) to certain of the unit investments trusts previously sponsored
by Bear, Stearns & Co. Inc. As successor Sponsor, Reich & Tang has assumed
all of the obligations and rights of Bear Stearns & Co. Inc., the previous
sponsor.
(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 Kenny S&P
Evaluation Services (Evaluator). The market value of the portfolio 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 the
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.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Trustee to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
(3) Income Taxes
The Trust is not subject to Federal income taxes as provided for by the
Internal Revenue Code.
(Continued)
F-5
<PAGE>
NEW YORK MUNICIPAL TRUST, SERIES 6
Notes to Financial Statements
(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).
See "Financial and Statistical Information" in Part A of this Prospectus
for the amounts of per unit distributions during the years ended December 31,
1995, 1994 and 1993.
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.
The Trust Indenture and Agreement also requires the Trust to redeem units
tendered. 169, 111 and 33 units were redeemed during the years ended December
31, 1995, 1994 and 1993, respectively.
(5) Net Assets
At December 31, 1995, the net assets of the Trust represented the interest
of Certificateholders as follows:
Original cost to Certificateholders $13,354,711
Less initial gross underwriting commission (600,990)
----------
12,753,721
Cost of securities sold or called (5,059,445)
Net unrealized appreciation 564,254
Undistributed net investment income 164,077
Undistributed proceeds from bonds sold or called 88
-----
Total $ 8,422,695
=========
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 13,000 units of fractional undivided
interest of the Trust as of the date of deposit.
F-6
<PAGE>
<TABLE>
NEW YORK MUNICIPAL TRUST, SERIES 6
Portfolio
December 31, 1995
<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 $ 200,000 State of New York, A* 3.750% No Sinking Fund $ 160,436
General Obligation 12/01/2011 6/01/95 @ 102 Ref.
2 300,000 State of New York, A* 3.750 No Sinking Fund 238,401
General Obligation 12/01/2012 6/01/96 @ 102 Ref.
3 200,000 State of New York, A* 3.750 No Sinking Fund 156,172
General Obligation 12/01/2014 6/01/96 @ 102 Ref.
4 500,000 State of New York, A* 3.750 No Sinking Fund 384,250
General Obligation 12/01/2016 6/01/96 @ 102 Ref.
5 25,000 New York State AAA 5.600 No Sinking Fund 26,861
Housing Finance 11/01/2002 None
Agency, Health
Facilities Bonds,
1973 Series A
5a 50,000 New York State AAA 5.600 No Sinking Fund 53,661
Housing Finance 5/01/2003 None
Agency, Health
Facilities Bonds,
1973 Series A
5b 100,000 New York State AAA 5.600 No Sinking Fund 107,791
Housing Finance 11/01/2004 None
Agency, Health
Facilities Bonds,
1973 Series A
6 1,150,000 New York State AAA 7.600 Currently @ 100 S.F. 1,305,078
Housing Finance 11/01/2004 None
Agency, Health
Facilities Bonds,
1979 Series A
7 50,000 New York State A* 6.875 No Sinking Fund 51,094
Housing Finance 11/01/2010 1/29/96 @ 102 Ref.
Agency, Hospital and
Nursing Home Project
Bonds, 1970 Series A
7a 130,000 New York State A* 6.875 No Sinking Fund 132,600
Housing Finance 11/01/2011 1/29/96 @ 102 Ref.
Agency, Hospital and
Nursing Home Project
Bonds, 1970 Series A
7b 30,000 New York State A* 6.875 No Sinking Fund 30,670
Housing Finance 11/01/2012 1/29/96 @ 102 Ref.
Agency, Hospital and
Nursing Home Project
Bonds, 1970 Series A
8 100,000 New York State A* 5.900 No Sinking Fund 101,000
Housing Finance 11/01/2003 1/29/96 @ 101 Ref.
Agency, Hospital and
Nursing Home Project
Bonds, 1974 Series A
9 635,000 New York State A* 6.875 11/01/98 @ 100 S.F. 649,008
Housing Finance 11/01/2007 1/29/96 @ 102 Ref.
Agency, Hospital and
Nursing Home Project
Bonds, 1977 Series A
9a 60,000 New York State A* 7.000% 11/01/08 @ 100 S.F. 61,217
Housing Finance 11/01/2017 1/29/96 @ 102 Ref.
Agency, Hospital and
Nursing Home Project
Bonds, 1977 Series A
10 1,265,000 New York State A* 7.400 11/01/04 @ 100 S.F. 1,293,399
Medical Care 11/01/2016 1/29/96 @ 102 Ref.
Facilities Finance
Agency, Hospital and
Nursing Home Project
Bonds, 1979 Series A
11 320,000 New York City A* 8.250 Currently @ 100 S.F. 328,000
Housing Authority, (Cond.) 1/01/2011 1/29/96 @ 101 Ref.
Section 8 Federal
Subsidy Mortgage
Revenue Bonds, 1978
Series A
11a 10,000 New York City A* 8.250 Currently @ 100 S.F. 10,100
Housing Authority, (Cond.) 1/01/2011 1/01/95 @ 100 Ref.
Section 8 Federal
Subsidy Mortgage
Revenue Bonds, 1978
Series A (5)
12 185,000 The Port Authority AA- 4.000 Currently @ 100 S.F. 181,028
of New York and New 3/01/2002 3/01/96 @ 100 Ref.
Jersey Consolidated
Bonds, Thirty-First
Series
13 1,345,000 Tonawanda Senior NR 7.875 Currently @ 100 S.F. 1,409,695
Citizen Housing 2/01/2011 2/1/96 @ 104.5 Ref.
Corporation, Section
8 Assisted Mortgage
Revenue Bonds
(Westchester Park
Apartment Project)
14 30,000 Puerto Rico Highway A 5.250 Currently @ 100 S.F. 30,000
Authority, Highway 7/01/1998 1/29/96 @ 100 Ref.
Revenue Bonds,
Series A
15 1,225,000 Puerto Rico Housing A 8.250 Currently @ 100 S.F. 1,242,211
Finance Corporation, 6/01/2011 1/29/96 @ 101 Ref.
Multi-Family
Mortgage Revenue
Bonds, Series 1979A
(Section 8 Assisted
Albors Housing
Developments
National Housing
Partnership)
16 85,000 Puerto Rico Water A 3.700 Currently @ 100 S.F. 84,218
Resources Authority, 1/01/1999 7/1/98 @ 100 Ref.
Electric Revenue
Bonds, Series 1964
(5)
17 100,000 Puerto Rico Water A 5.500 Currently @ 100 S.F. 105,460
Resources Authority, 7/01/2003 1/1/03 @ 100 Ref.
Electric Revenue
Bonds (5)
18 115,000 Puerto Rico Water A- 6.000 Currently @ 100 S.F. 116,180
------------ Resources Authority, 7/01/2014 1/29/96 @ 101 Ref. ------------
Power Revenue Bonds,
Series A
$ 8,210,000 $ 8,258,530
============ ============
</TABLE>
See accompanying footnotes to portfolio and notes to financial
statements.
F-8
<PAGE>
NEW YORK MUNICIPAL TRUST, SERIES 6
Footnotes to Portfolio
December 31, 1995
(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, 1995, the net unrealized appreciation of all the bonds was
comprised of the following:
Gross unrealized appreciation $ 603,888
Gross unrealized depreciation (39,634)
Net unrealized appreciation $ 564,254
=======
(4) The annual interest income, based upon bonds held at December 31, 1995, to
the Trust is $562,730.
(5) The bonds have been prerefunded and will be redeemed at the next refunding
call date.
(6) Bonds sold or called after December 31, 1995 are noted in a footnote
"Changes in Trust Portfolio" under "Description of Portfolio" in Part A of
this Prospectus.
(7) 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).
F-9
<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.
NEW YORK MUNICIPAL TRUST
Prospectus Part B
Dated: April 30, 1996
THE TRUST
Organization
"New York Municipal Trust" is a unit investment trust created
under the laws of the State of New York pursuant to a Trust Indenture and
Agreement* (the "Trust Agreement"), dated the Date of Deposit, among Reich &
Tang Distributors L.P. (successor sponsor to Bear, Stearns & Co. Inc.), as
Sponsor, The Bank of New York as Trustee, and Kenny S&P Evaluation Services, a
division of J.J. Kenny Co., Inc., as Evaluator.
On the Date of Deposit the Sponsor deposited with the Trustee
long-term bonds, and/or delivery statements relating to contracts for the
purchase of certain such bonds (the "Bonds") 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 Bonds so deposited,
delivered to the Sponsor the Certificates evidencing the ownership of all
Units of the Trusts.
The Trust consists of the interest-bearing bonds described under
"The Trust" in Part A of this Prospectus, the interest (including, where
applicable, earned original issue discount) on which is, in the opinions of
bond counsel to the respective issuers given at the time of original delivery
of the Bonds, exempt from regular federal income tax under existing law and
from New York State and New York City income taxes under existing law.
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 to the principal amount of Bonds initially
deposited in the Trust as set forth in Part A of this Prospectus. To the
extent that any Units are redeemed by the Trustee, the fractional undivided
interest or pro rata share in the Trusts represented by each unredeemed Unit
will increase, although the actual interest in the Trusts 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 Agreements.
Objectives
The Trust offers investors the opportunity to participate in a
portfolio of long-term tax-exempt bonds with a greater diversification than
they might be able to acquire themselves. The objectives of the Trust are to
preserve capital and to provide interest income (including, where applicable,
- --------
* 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.
1653.2
<PAGE>
earned original issue discount) which is, in the opinions of bond counsel to
the respective issuers given at the time of original delivery of the Bonds,
exempt from regular federal income tax and from New York State and New York
City income taxes under existing law. Such interest income may, however, be
subject to the federal corporate alternative minimum tax and to state and
local taxes in other jurisdictions. Investors should be aware that there is
no assurance the Trusts' objectives will be achieved as these objectives are
dependent on the continuing ability of the issuers of the Bonds to meet their
interest and principal payment requirements, on the continuing satisfaction of
the Bonds of the conditions required for the exemption of interest thereon
from regular federal income tax and on the market value of the Bonds, 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, Sponsor's Repurchase Price and
Redemption Price"), the purchase of a Unit should be looked upon as a long-
term investment. Neither the Trusts nor the Total Reinvestment Plan is
designed to be a complete investment program.
PORTFOLIOS
All of the Bonds 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 of this Prospectus.
For information regarding (i) the number of issues in the Trust,
(ii) the range of fixed maturities of the Bonds, (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
"Description of Portfolio" in Part A.
When selecting Bonds for the Trust, the following factors, among
others, were considered by the Sponsor on the Date of Deposit: (a) the
quality of the Bonds and whether such Bonds were rated "A" or better by either
Standard & Poor's Corporation or Moody's Investors Service, Inc., (b) the
yield and price of the Bonds relative to other New York and Puerto Rico debt
securities of comparable quality and maturity, (c) income to the Certificate-
holders of the Trusts and (d) the diversification of the Trust portfolio, as
to purpose of issue and location of issuer, taking into account the
availability in the market of issues which meet such Trust's quality, rating,
yield and price criteria. Subsequent to the Evaluation Date, a Bond may cease
to be rated or its rating may be reduced below that specified above. Neither
event requires an elimination of such Bond from the Trust but may be
considered in the Sponsor's determination to direct the Trustee to dispose of
the Bond. See "Portfolio Supervision." For an interpretation of the bond
ratings see "Description of Bond Ratings."
Housing Bonds. Some of the aggregate principal amount of the
Bonds may consist of obligations of state and local housing authorities whose
revenues are primarily derived from mortgage loans to rental housing projects
for low to moderate income families. Since such obligations are usually not
general obligations of a particular state or municipality and are generally
payable primarily or solely from rents and other fees, adverse economic
developments including failure or inability to increase rentals, fluctuations
of interest rates and increasing construction and operating costs may reduce
revenues available to pay existing obligations. See "Description of
Portfolio" in Part A for the amount of rental housing bonds contained therein.
-2-
1653.2
<PAGE>
Hospital Revenue Bonds. Some of the aggregate principal amount of
the Bonds may consist of hospital revenue bonds. Ratings of hospital bonds
are often initially based on feasibility studies which contain projections of
occupancy levels, revenues and expenses. Actual experience may vary
considerably from such projections. A hospital's gross receipts and net
income will be affected by future events and conditions including, among other
things, demand for hospital services and the ability of the hospital to
provide them, physicians' confidence in hospital management capability,
economic developments in the service area, competition, actions by insurers
and governmental agencies and the increased cost and possible unavailability
of malpractice insurance. Additionally, a major portion of hospital revenue
typically is derived from federal or state programs such as Medicare and
Medicaid which have been revised substantially in recent years and which are
undergoing further review at the state and federal level.
The health care delivery system is undergoing considerable
alteration and consolidation. Consistent with that trend, the ownership or
management of a hospital or health care facility may change, which could
result in (i) an early redemption of bonds, (ii) alteration of the facilities
financed by the Bonds or which secure the Bonds, (iii) a change in the tax
exempt status of the Bonds or (iv) an inability to produce revenues sufficient
to make timely payment of debt service on the Bonds.
Proposals for significant changes in the health care system and
the present programs for third party payment of health care costs are under
consideration in Congress and many states. Future legislation or changes in
the areas noted above, among other things, would affect all hospitals to
varying degrees and, accordingly, any adverse change in these areas may affect
the ability of such issuers to make payment of principal and interest on such
bonds. See "Description of Portfolio" in Part A for the amount of hospital
revenue bonds contained therein.
Nuclear Power Facility Bonds. Certain Bonds may have been issued
in connection with the financing of nuclear generating facilities. In view of
recent developments in connection with such facilities, legislative and
administrative actions have been taken and proposed relating to the
development and operation of nuclear generating facilities. The Sponsor is
unable to predict whether any such actions or whether any such proposals or
litigation, if enacted or instituted, will have an adverse impact on the
revenues available to pay the debt service on the Bonds in the portfolio
issued to finance such nuclear projects. See "Description of Portfolio" in
Part A for the amount of bonds issued to finance nuclear generating facilities
contained therein.
Mortgage Subsidy Bonds. Certain Bonds may be "mortgage subsidy
bonds" which are obligations of which all or a significant portion of the
proceeds are to be used directly or indirectly for mortgages on owner-occupied
residences. Section 103A of the Internal Revenue Code of 1954, as amended,
provided as a general rule that interest on "mortgage subsidy bonds" will not
be exempt from Federal income tax. An exception is provided for certain
"qualified mortgage bonds." Qualified mortgage bonds are bonds that are used
to finance owner-occupied residences and that meet numerous statutory
requirements. These requirements include certain residency, ownership,
purchase price and target area requirements, ceiling amounts for state and
local issuers, arbitrage restrictions and (for bonds issued after December 31,
1984) certain information reporting, certification, public hearing and policy
statement requirements. In the opinions of bond counsel to the issuing
governmental authorities, interest on all the Bonds in a Trust that might be
deemed "mortgage subsidy bonds" will be exempt from Federal income tax when
issued. See "Description of Portfolio" in Part A for the amount of mortgage
subsidy Bonds contained therein.
-3-
1653.2
<PAGE>
Mortgage Revenue Bonds. Certain Bonds may be "mortgage revenue
bonds." Under the Internal Revenue Code of 1986, as amended (the "Code") (and
under similar provisions of the prior tax law) "mortgage revenue bonds" are
obligations the proceeds of which are used to finance owner-occupied
residences under programs which meet numerous statutory requirements relating
to residency, ownership, purchase price and target area requirements, ceiling
amounts for state and local issuers, arbitrage restrictions, and certain
information reporting certification, and public hearing requirements. There
can be no assurance that additional federal legislation will not be introduced
or that existing legislation will not be further amended, revised, or enacted
after delivery of these Bonds or that certain required future actions will be
taken by the issuing governmental authorities, which action or failure to act
could cause interest on the Bonds to be subject to federal income tax. If any
portion of the Bonds proceeds are not committed for the purpose of the issue,
Bonds in such amount could be subject to earlier mandatory redemption at par,
including issues of Zero Coupon Bonds (see "Discount and Zero Coupon Bonds").
See "Description of Portfolio" in Part A for the amount of mortgage revenue
bonds contained therein.
Private Activity Bonds. The portfolio of the Trust may contain
other Bonds which are "private activity bonds" (often called Industrial
Revenue Bonds ("IRBs") if issued prior to 1987) which would be primarily of
two types: (1) Bonds for a publicly owned facility which a private entity may
have a right to use or manage to some degree, such as an airport, seaport
facility or water system and (2) facilities deemed owned or beneficially owned
by a private entity but which were financed with tax-exempt bonds of a public
issuer, such as a manufacturing facility or a pollution control facility. In
the case of the first type, bonds are generally payable from a designated
source of revenues derived from the facility and may further receive the
benefit of the legal or moral obligation of one or more political subdivisions
or taxing jurisdictions. In most cases of project financing of the first
type, receipts or revenues of the Issuer are derived from the project or the
operator or from the unexpended proceeds of the bonds. Such revenues include
user fees, service charges, rental and lease payments, and mortgage and other
loan payments.
The second type of issue will generally finance projects which are
owned by or for the benefit of, and are operated by, corporate entities.
Ordinarily, such private activity bonds are not general obligations of
governmental entities and are not backed by the taxing power of such entities,
and are solely dependent upon the creditworthiness of the corporate user of
the project or corporate guarantor.
The private activity bonds in the Trust have generally been issued
under bond resolutions, agreements or trust indentures pursuant to which the
revenues and receipts payable under the issuer's arrangements with the users
or the corporate operator of a particular project have been assigned and
pledged to the holders of the private activity bonds. In certain cases a
mortgage on the underlying project has been assigned to the holders of the
private activity bonds or a trustee as additional security. In addition,
private activity bonds are frequently directly guaranteed by the corporate
operator of the project or by another affiliated company. See "Description of
Portfolio" in Part A for the amount of private activity bonds contained
therein.
Litigation. Litigation challenging the validity under state
constitutions of present systems of financing public education has been
initiated in a number of states. Decisions in some states have been reached
holding such school financing in violation of state constitutions. In
addition, legislation to effect changes in public school financing has been
introduced in a number of states. The Sponsor is unable to predict the
outcome of the pending litigation and legislation in this area and what
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effect, if any, resulting changes in the sources of funds, including proceeds
from property taxes applied to the support of public schools, may have on the
school bonds in the Trusts. See "Description of Portfolio" for the amount of
school bonds contained therein.
As of the date of this Prospectus, the Sponsor has not been
notified or made aware of any litigation pending with respect to any Bonds
which might reasonably be expected to have a material adverse effect on the
Trust. Such litigation, as, for example, suits challenging the issuance of
pollution control revenue bonds under recently enacted environmental
protection statutes, may affect the validity of such Bonds or the tax-free
nature of the interest thereon. At any time after the date of this
Prospectus, litigation may be instituted on a variety of grounds with respect
to the Bonds in the Trust. The Sponsor is unable to predict whether any such
litigation may be instituted or, if instituted, whether it might have a
material adverse effect on the Trust.
Other Factors. The Bonds in the Trust, despite their optional
redemption provisions which generally do not take effect until 10 years after
the original issuance dates of such bonds (often referred to as "ten year call
protection"), do contain provisions which require the issuer to redeem such
obligations at par from unused proceeds of the issue within a stated period.
In recent periods of declining interest rates there have been increased
redemptions of bonds, particularly housing bonds, pursuant to such redemption
provisions. In addition, the Bonds in the Trusts are also subject to
mandatory redemption in whole or in part at par at any time that voluntary or
involuntary prepayments of principal on the underlying collateral are made to
the trustee for such bonds or that the collateral is sold by the bond issuer.
Prepayments of principal tend to be greater in periods of declining interest
rates; it is possible that such prepayments could be sufficient to cause a
bond to be redeemed substantially prior to its stated maturity date, earliest
call date or sinking fund redemption date.
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, or termination of a contract).
In 1976 the federal bankruptcy laws were amended so that an
authorized municipal debtor could more easily seek federal court protection to
assist in reorganizing its debts so long as certain requirements were met.
Historically, very few financially troubled municipalities have sought court
assistance for reorganizing their debts; notwithstanding, the Sponsors are
unable to predict to what extent financially troubled municipalities may seek
court assistance in reorganizing their debts in the future and, therefore,
what effect, if any, the applicable federal bankruptcy law provisions will
have on the Trusts.
The Trust may also include "moral obligation" bonds issued by
agencies and authorities of New York State. Under statutes applicable to such
Bonds, the State may be called on to restore any deficits in capital reserve
funds of such agencies or authorities created with respect to the Bonds. Any
such restoration requires appropriation by the State Legislature for such
purpose, and accordingly the statutes do not constitute a legally enforceable
obligation or debt of the State. The agencies or authorities in question have
no taxing power. Neither the State nor any State agency having the benefit of
a "moral obligation" provision is in default in the payment of principal or
interest on any bond.
Certain of the Bonds in the Trust 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. A callable bond is one which is subject to redemption or refunding
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prior to maturity at the option of the issuer. A refunding is a method by
which a bond is redeemed at or before maturity from the proceeds of a new
issue of bonds. In general, call provisions are more likely to be exercised
when the offering side evaluation of a bond 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 Bonds is contained under
"Portfolio" in Part A of this Prospectus. Certificateholders will realize a
gain or loss on the early redemption of such Bonds, depending upon whether the
price of such Bonds is at a discount from or at a premium over par at the time
the Certificateholders purchase their Units.
Neither the Sponsor nor the Trustee shall be liable in any way for
any default, failure or defect in any of the Bonds. Because certain of the
Bonds 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 its present size and composition for any
length of time. The proceeds from the sale of a Bond or the exercise of any
redemption or call provision will be distributed to Certificateholders on the
next distribution date except to the extent such proceeds are applied to meet
redemptions of Units. See "Trustee Redemption."
Puerto Rico Bonds. Certain of the Bonds in the Trust may be
general obligations and/or revenue bonds of issuers located in Puerto Rico
which will be affected by general economic conditions in Puerto Rico. The
economy of Puerto Rico is closely integrated with that of the mainland United
States. During fiscal year 1994, approximately 87% of Puerto Rico's exports
were to the United States mainland, which was also the source of 69% of Puerto
Rico's imports. In fiscal 1994, Puerto Rico experienced a $4.3 billion
positive adjusted trade balance. The economy of Puerto Rico is dominated by
the manufacturing and service sectors. The manufacturing sector has
experienced a basic change over the years as a result of increased emphasis on
higher wage, high technology industries such as pharmaceuticals, electronics,
computers, microprocessors, professional and scientific instruments, and
certain high technology machinery and equipment. The service sector,
including finance, insurance and real estate, also plays a major role in the
economy. It ranks second only to manufacturing in contribution to the gross
domestic product and leads all sectors in providing employment. In recent
years, the service sector has experienced significant growth in response to
and paralleling the expansion of the manufacturing sector. Since fiscal 1985,
personal income, both aggregate and per capita, has increased consistently in
each fiscal year. In fiscal 1994, aggregate personal income was $25.7 billion
($21.6 billion in 1987 prices) and personal income per capita was $7,047
($5,902 in 1987 prices). Personal income includes transfer payments to
individuals in Puerto Rico under various social programs. Total federal
payments to Puerto Rico, which include many types in addition to federal
transfer payments, are lower on a per capita basis in Puerto Rico than in any
state. Transfer payments to individuals in fiscal 1994 were $5.7 billion, of
which $3.9 billion, or 68.9%, represent entitlement to individuals who had
previously performed services or made contributions under programs such as
Social Security, veterans benefits and Medicare. The number of persons
employed in Puerto Rico during fiscal 1994 averaged 1,011,000. Unemployment,
although at a low level compared to the late 1970s, remains above the average
for the United States. At fiscal year end June 30, 1994, the unemployment
rate in Puerto Rico was 16.0%. Puerto Rico's decade-long economic expansion
continued throughout the five-year period from fiscal 1990 through fiscal
1994. Almost every sector of its economy was affected and record levels of
employment were achieved. Factors behind this expansion include Commonwealth
sponsored economic development programs, the relatively stable prices of oil
imports, the continued growth of the United States economy, periodic declines
in exchange value of the United States dollar and the relatively low cost of
borrowing during the period. The Puerto Rico Planning Board's most recent
Gross Product forecast for fiscal 1995 and fiscal 1996, made in February 1995,
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shows increases of 2.9% and 2.7%, respectively. The Planning Board's economic
activity index, a composite index for thirteen economic indicators, increased
2.7% for the first seven months of fiscal 1995 compared to the same period of
fiscal 1994, which period showed an increase of 1.3% over the same period of
fiscal 1993. Growth in the Puerto Rico economy in fiscal 1996 depends on
several factors, including the state of the United States economy and the
relative stability in the price of oil imports, the exchange value of the U.S.
dollar and the cost of borrowing.
Discount And Zero Coupon Bonds
Some of the Bonds in the Trust may be original issue discount
bonds. The original issue discount, which is the difference between the
initial purchase price of the Bonds and the face value, is deemed to accrue on
a daily basis and the accrued portion will be treated as tax-exempt interest
income for regular federal income tax purposes. Upon sale or redemption, any
gain realized that is in excess of the earned portion of original issue
discount will be taxable as capital gain. (See "Tax Status.") The current
value of an original issue discount bond reflects the present value of its
face amount at maturity. The market value tends to increase more slowly in
early years and in greater increments as the Bonds approach maturity. Of
these original issue discount bonds, a portion of the aggregate principal
amount of the Bonds in each Trust is Zero Coupon Bonds. See "Description of
Portfolio" in Part A. Zero Coupon Bonds do not provide for the payment of any
current interest and provide for payment at maturity at par value unless
sooner sold or redeemed. The market value of Zero Coupon Bonds is subject to
greater fluctuation than coupon bonds in response to changes in interest
rates. Zero Coupon Bonds generally are subject to redemption at compound
accreted value based on par value at maturity. Because the issuer is not
obligated to make current interest payments, Zero Coupon Bonds may be less
likely to be redeemed than coupon bonds issued at a similar interest rate.
Some of the Bonds in the Trust may have been purchased at deep
"market" discount from par value at maturity. This is because the coupon
interest rates on the discount bonds at the time they were purchased and
deposited in the Trust were lower than the current market interest rates for
newly issued bonds of comparable rating and type. At the time of issuance the
discount Bonds were for the most part issued at then current coupon interest
rates. The current yields (coupon interest income as a percentage of market
price) of discount bonds will be lower than the current yields of comparably
rated bonds of similar type newly issued at current interest rates because
discount bonds tend to increase in market value as they approach maturity and
the full principal amount becomes payable. A discount bond held to maturity
will have a larger portion of its total return in the form of capital gain and
less in the form of tax-exempt interest income than a comparable bond newly
issued at current market rates. Gain on the disposition of a Bond purchased
at a market discount generally will be treated as ordinary income, rather than
capital gain, to the extent of accrued market discount. Discount bonds with a
longer term to maturity tend to have a higher current yield and a lower
current market value than otherwise comparable bonds with a shorter term to
maturity. If interest rates rise, the value of discount bonds will decrease;
and if interest rates decline, the value of discount bonds will increase. The
discount does not necessarily indicate a lack of market confidence in the
issuer.
SPECIAL FACTORS AFFECTING NEW YORK
The information set forth below is derived from the official
statements and/or preliminary drafts of official statements prepared in
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connection with the issuance of New York State and New York City municipal
bonds. The Sponsors have not independently verified this information.
State Economic Trends. Over the long term, the State of New York
(the "State") and the City of New York (the "City") face serious potential
economic problems. The City accounts for approximately 41% of the State's
population and personal income, and the City's financial health affects the
State in numerous ways. The State historically has been one of the wealthiest
states in the nation. For decades, however, the State has grown more slowly
than the nation as a whole, gradually eroding its relative economic affluence.
Statewide, urban centers have experienced significant changes involving
migration of the more affluent to the suburbs and an influx of generally less
affluent residents. Regionally, the older Northeast cities have suffered
because of the relative success that the South and the West have had in
attracting people and business. The City has also had to face greater
competition as other major cities have developed financial and business
capabilities which make them less dependent on the specialized services
traditionally available almost exclusively in the City. In recent years the
State's economic position has improved in a manner consistent with that for
the Northeast as a whole.
The State has for many years had a very high State and local tax
burden relative to other states. The State and its localities have used these
taxes to develop and maintain their transportation networks, public schools
and colleges, public health systems, other social services and recreational
facilities. Despite these benefits, the burden of State and local taxation,
in combination with the many other causes of regional economic dislocation,
has contributed to the decisions of some businesses and individuals to
relocate outside, or not locate within, the State.
Notwithstanding the numerous initiatives that the State and its
localities may take to encourage economic growth and achieve balanced budgets,
reductions in Federal spending could materially and adversely affect the
financial condition and budget projections of the State and its localities.
New York City. The City, with a population of approximately 7.3
million, is an international center of business and culture. Its non-
manufacturing economy is broadly based, with the banking and securities, life
insurance, communications, publishing, fashion design, retailing and
construction industries accounting for a significant portion of the City's
total employment earnings. Additionally, the City is the nation's leading
tourist destination. The City's manufacturing activity is conducted primarily
in apparel and publishing.
The national economic downturn which began in July 1990 adversely
affected the local economy, which had been declining since late 1989. As a
result, the City experienced job losses in 1990 and 1991 and real Gross City
Product (GCP) fell in those two years. For the 1992 fiscal year, the City
closed a projected budget gap of $3.3 billion in order to achieve a balanced
budget as required by the laws of the State. Beginning in calendar year 1992,
the improvement in the national economy helped stabilize conditions in the
City. Employment losses moderated toward year-end and real GCP increased,
boosted by strong wage gains. The City's current four-year financial plan
assumes that, after noticeable improvements in the City's economy during
calendar year 1994, economic growth will slow in calendar years 1995 and 1996
with local employment increasing modestly. During the 1995 fiscal year, the
City experienced substantial shortfalls in payments of non-property tax
revenues from those forecasted.
For each of the 1981 through 1994 fiscal years, the City achieved
balanced operating results as reported in accordance with generally accepted
accounting principles ("GAAP"), and the City's 1995 fiscal year results are
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projected to be balanced in accordance with GAAP. The City was required to
close substantial budget gaps in recent years in order to maintain balanced
operating results. For fiscal year 1995, the City has adopted a budget which
has halted the trend in recent years of substantial increases in City spending
from one year to the next. There can be no assurance that the City will
continue to maintain a balanced budget as required by State law without
additional tax or other revenue increases or reductions in City services,
which could adversely affect the City's economic base.
Pursuant to the laws of the State, the City prepares an annual
four-year financial plan, which is reviewed and revised on a quarterly basis
and which includes the City's capital, revenue and expense projections and
outlines proposed gap-closing programs for years with projected budget gaps.
The City is required to submit its financial plans to review bodies, including
the New York State Financial Control Board ("Control Board"). If the City
were to experience certain adverse financial circumstances, including the
occurrence or the substantial likelihood and imminence of the occurrence of an
annual operating deficit of more than $100 million or the loss of access to
the public credit markets to satisfy the City's capital and seasonal financing
requirements, the Control Board would be required by State law to exercise
powers, among others, of prior approval of City financial plans, proposed
borrowings and certain contracts.
The City depends on the State for State aid both to enable the
City to balance its budget and to meet its cash requirements. There can be no
assurance that there will not be reductions in State aid to the City from
amounts currently projected or that State budgets in future fiscal years will
be adopted by the April 1 statutory deadline and that such reductions or
delays will not have adverse effects on the City's cash flow or expenditures.
The Mayor is responsible for preparing the City's four-year
financial plan, including the City's current financial plan for the 1996
through 1999 fiscal years (the "1996-1999 Financial Plan" or "Financial
Plan"). The City's projections set forth in the Financial Plan are based on
various assumptions and contingencies which are uncertain and which may not
materialize. Changes in major assumptions could significantly affect the
City's ability to balance its budget as required by State law and to meet its
annual cash flow and financing requirements. Such assumptions and
contingencies include the condition of the regional and local economies, the
impact on real estate tax revenues of the real estate market, wage increases
for City employees consistent with those assumed in the Financial Plan,
employment growth, the results of a pending actuarial audit of the City's
pension system which is expected to significantly increase the City's annual
pension costs, the ability to implement proposed reductions in City personnel
and other cost reduction initiatives, which may require in certain cases the
cooperation of the City's municipal unions, revenue generating transactions
and provision of State and Federal aid and mandate relief.
Implementation of the Financial Plan is also dependent upon the
City's ability to market its securities successfully in the public credit
markets. The City's financing program for fiscal years 1996 through 1999
contemplates the issuance of $9.7 billion of general obligation bonds
primarily to reconstruct and rehabilitate the City's infrastructure and
physical assets and to make other capital investments. In addition, the City
issues revenue and tax anticipation notes to finance its seasonal working
capital requirements. The success of projected public sales of City bonds and
notes will be subject to prevailing market conditions, and no assurance can be
given that such sales will be completed. If the City were unable to sell its
general obligation bonds and notes, it would be prevented from meeting its
planned capital and operating expenditures.
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The City submitted to the Control Board on July 21, 1995 a fourth
quarter modification to the City's financial plan for the 1995 fiscal year,
which projects a balanced budget in accordance with GAAP for the 1995 fiscal
year, after taking into account a discretionary transfer of $75 million. On
July 11, 1995, the City submitted to the Control Board the Financial Plan for
the 1996 through 1999 fiscal years, which relates to the City, the Board of
Education ("BOE") and the City University of New York ("CUNY"). The Financial
Plan is based on the City's expense and capital budgets for the City's 1996
fiscal year, which were adopted on June 14, 1995, and sets forth proposed
actions by the City for the 1996 fiscal year to close substantial projected
budget gaps resulting from lower than projected tax receipts and other
revenues and greater than projected expenditures. In addition to substantial
proposed agency expenditure reductions and productivity, efficiency and labor
initiatives negotiated with the City's labor unions, the Financial Plan
reflects a strategy to substantially reduce spending for entitlements for the
1996 and subsequent fiscal years.
The 1996-1999 Financial Plan projects revenues and expenditures
for the 1996 fiscal year balanced in accordance with GAAP. The projections
for the 1996 fiscal year reflect proposed actions to close a previously
projected gap of approximately $3.1 billion for the 1996 fiscal year. The
proposed actions in the Financial Plan for the 1996 fiscal year include (i) a
reduction in spending of $400 million, primarily affecting public assistance
and Medicaid payments by the City; (ii) expenditure reductions in agencies,
totalling $1.2 billion; (iii) transitional labor savings, totalling $600
million; and (iv) the phase-in of the increased annual pension funding cost
due to revisions resulting from an actuarial audit of the City pension
systems, which would reduce such costs in the 1996 fiscal year. Other
proposed actions include (i) welfare savings of $100 million from increased
fraud detection; (ii) $170 million of additional expenditure reductions in
agencies and HHC; (iii) a delay in the proposed reduction in the commercial
rent tax, which would increase projected revenues by $62 million in the 1996
fiscal year; (iv) an increase of $75 million in projected tax collections for
the 1996 fiscal year; (v) $50 million of proposed additional State aid not
included in the adopted State budget and $75 million of proposed additional
Federal aid; (vi) certain revenue initiatives, including the proposed sale of
delinquent tax liens and the U.N. Plaza Hotel for $104 million; and (vii)
savings from the proposed refunding of outstanding debt, totalling $50
million.
The proposed agency spending reductions include the reduction of
City personnel through attrition, government efficiency initiatives,
procurement initiatives and labor productivity initiatives. The substantial
agency expenditure reductions proposed in the Financial Plan may be difficult
to implement, and the Financial Plan is subject to the ability of the City to
implement proposed reductions in City personnel and other cost reduction
initiatives. In addition, certain initiatives are subject to negotiation with
the City's municipal unions, and various actions, including proposed
anticipated State aid totalling $50 million are subject to approval by the
Governor and State Legislature.
The City annually prepares a modification to its financial plan in
October or November which amends the financial plan to accommodate any
revisions to forecast revenues and expenditures and to specify any additional
gap-closing initiatives to the extent required to offset decreases in
projected revenues or increases in projected expenditures (the "First Quarter
Modification"). Subsequent to the preparation of the Financial Plan, the City
has agreed to pay for a portion of the cost of student transit passes, which
will result in a $45 million increase in expenditures for the 1996 fiscal
year. In addition, the City is in the process of identifying any additional
spending requirements or revenue losses affecting the 1996 fiscal year. In
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October or November, 1995, the Mayor is expected to publish the First Quarter
Modification for the 1996 fiscal year.
The Financial Plan also sets forth projections for the 1997
through 1999 fiscal years and outlines a proposed gap-closing program to
eliminate projected gaps of $888 million, $1.5 billion and $1.4 billion for
the 1997, 1998 and 1999 fiscal years, respectively, after successful
implementation of the $3.1 billion gap-closing program for the 1996 fiscal
year.
The projections for the 1996 through 1999 fiscal years assume (i)
agreement with the City's unions with respect to approximately $100 million of
savings to be derived from efficiencies in management of employee health
insurance programs and other health benefit related savings for each of the
1996 through 1999 fiscal years to be negotiated with the City's unions; (ii)
$200 million of additional anticipated State aid and $75 million of additional
anticipated Federal aid in each of the 1997 through 1999 fiscal years; (iii)
that HHC and BOE will each be able to identify actions to offset substantial
revenue shortfalls reflected in the Financial Plan, including approximately
$254 million annual reduction in revenues for HHC, which results from the
reduction in Medicaid payments proposed by the State and the City, without any
increase in City subsidy payments to HHC; (iv) the continuation of the current
assumption of no wage increases after fiscal year 1995 for City employees
unless offset by productivity increases; (v) $130 million of additional
revenues as a result of increased rent payments for the City's airports
proposed by the City, which is subject to further discussion with the Port
Authority; and (vi) savings of $45 million in each of the 1997 through 1999
fiscal years which would result from the State Legislature's enactment of
proposed tort reform legislation. In addition, the 1996-1999 Financial Plan
anticipates the receipt of substantial amounts of Federal aid. Certain
Federal legislative proposals contemplate significant reductions in Federal
spending, including proposed Federal welfare reform, which could result in
caps on, or block grants of, Federal programs.
The proposed gap-closing actions, a substantial number of which
are not specified in detail, include additional agency expenditure reductions,
primarily resulting from a partial hiring freeze, totalling between $388
million and $684 million in each of the 1997 through 1999 fiscal years;
reductions in expenditures resulting from proposed procurement initiatives
totalling between $50 million and $100 million in each of the 1997 through
1999 fiscal years; revenue initiatives totalling between $100 million and $200
million in each of the 1997 through 1999 fiscal years; the availability in
each of the 1997, 1998 and 1999 fiscal years of $100 million of the general
reserve appropriated in the prior year; and additional reduced expenditures
resulting from further revisions in entitlement programs to reduce City
expenditures by $250 million, $400 million and $400 million in the 1997, 1998
and 1999 fiscal years, respectively, which may be subject to State or Federal
approval.
On July 10, 1995, Standard & Poor's revised downward its rating on
City general obligation bonds from A- to BBB+ and removed City bonds from
CreditWatch. Standard & Poor's stated that "structural budgetary balance
remains elusive because of persistent softness in the City's economy,
highlighted by weak job growth and a growing dependence on the historically
volatile financial services sector". Other factors identified by Standard &
Poor's in lowering its rating on City bonds included a trend of using one-time
measures, including debt refinancings, to close projected budget gaps,
dependence on unratified labor savings to help balance the Financial Plan,
optimistic projections of additional federal and State aid or mandate relief,
a history of cash flow difficulties caused by State budget delays and
continued high debt levels. Fitch Investors Service, Inc. continues to rate
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the City general obligation bonds A-. Moody's rating for City general
obligation bonds is Baa1.
In January 1993, the City announced a settlement with a coalition
of 19 municipal unions for a 39-month period that extends into fiscal year
1995. The settlement resulted in a total net expenditure increase of 8.25% of
covered employee payroll over a 39-month period, ending March 31, 1995, for
most of these employees. Subsequently, the City reached agreement with all of
its major bargaining units on terms which are generally consistent with the
coalition agreement.
Contracts with all of the City's municipal unions either expired
in the 1995 fiscal year or will expire in the 1996 fiscal year. The Financial
Plan provides no additional wage increases for City employees after the 1995
fiscal year. Each 1% wage increase for all union contracts commencing in the
1995 or 1996 fiscal year would cost the City an additional $141 million for
the 1996 fiscal year and $161 million each year thereafter above the amounts
provided for in the Financial Plan. The terms of wage settlements could be
determined through the impasse procedure in the New York City Collective
Bargaining Law, which can impose a binding settlement.
The projections and assumptions contained in the 1996-1999
Financial Plan are subject to revision which may involve substantial change,
and no assurance can be given that these estimates and projections, which
include actions which the City expects will be taken but which are not within
the City's control, will be realized.
From time to time, the Control Board staff, the Municipal
Assistance Corporation for the City of New York ("MAC"), Office of the State
Deputy Comptroller ("OSDC"), the City Comptroller and others issue reports and
make public statements regarding the City's financial condition, commenting
on, among other matters, the City's financial plans, projected revenues and
expenditures and actions by the City to eliminate projected operating
deficits. Some of these reports and statements have warned that the City may
have underestimated certain expenditures and overestimated certain revenues
and have suggested that the City may not have adequately provided for future
contingencies. Certain of these reports have analyzed the City's future
economic and social conditions and have questioned whether the City has the
capacity to generate sufficient revenues in the future to meet the costs of
its expenditure increases and to provide necessary services. It is reasonable
to expect that such reports and statements will continue to be issued and to
engender public comment.
On July 24, 1995, the City Comptroller issued a report on the
Financial Plan. The report concluded that the Financial Plan includes total
risks of $749 million to $1.034 billion for the 1996 fiscal year. These risks
include (i) possible tax revenue shortfalls of $53 million; (ii) a possible
$20 million to $60 million shortfall in savings resulting from unspecified
improvements in the City's health benefits system; (iii) a potential shortfall
of up to $40 million in projected savings from an early retirement program;
(iv) the receipt of $125 million of unspecified additional Federal and State
assistance; (v) up to $203 million of projected savings from the public
assistance eligibility review and electronic signature program for public
assistance recipients; (vi) $93 million of greater than projected expenditures
for overtime; (vii) $284 million of greater than projected expenditures and
lower than projected revenues at BOE; and (viii) the receipt of $130 million
of lease payments from the Port Authority. Other potential uncertainties
identified in the report include the projected $253.6 million deficit for the
Health and Hospitals Corporation ("HHC"), $160 million of the $600 million in
labor savings for the 1996 fiscal year which are yet to be identified, and the
impact on the City of a possible reduction in Federal entitlement programs.
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Subsequently, the City Comptroller stated that an additional $129 million of
anticipated State and Federal assistance for BOE might not be received by BOE.
With respect to the 1997 through 1999 fiscal years, the report
noted that the gap-closing program in the Financial Plan does not include
information about how the City will implement the various gap-closing
programs, and that the entitlement cost containment and revenue initiates will
require approval of the State legislature. Taking into account the same
categories of risks for the 1997 through 1999 fiscal years as the report
identified for the 1996 fiscal year and the uncertainty concerning the gap-
closing program, the report estimated that the Financial Plan includes total
risks of $2.0 billion to $2.5 billion in the 1997 fiscal year, $2.8 billion to
$3.3 billion in the 1998 fiscal year and $2.9 billion to $3.4 billion in the
1999 fiscal year. The report further noted that the City Comptroller
continues to oppose the proposed sale of the water system, primarily because
of the unwillingness of the City to guarantee that $1 billion from the $2.3
billion in proceeds of the sale will be used only to fund capital and not
operating expenses, and concerns about the jurisdiction and composition of the
Water Board once title to the Water Board has been transferred.
In early December, 1994, the City Comptroller issued a report
which noted that the City is currently seeking to develop and implement plans
which will satisfy the Federal Environmental Protection Agency that the water
supplied by the City watershed areas does not need to be filtered. The City
Comptroller noted that, if the City is ordered to build filtration plants,
they could cost as much as $4.57 billion to construct, with annual debt
service and operating costs of more than $500 million, leading to a water rate
increase of 45%.
On December 16, 1994, the City Comptroller issued a report noting
that the capacity of the City to issue general obligation debt could be
greatly reduced in future years due to the decline in value of taxable real
property. The report noted that, under the State constitution, the City is
permitted to issue debt in an amount not greater than 10% of the average full
value of taxable real estate for the current year and preceding four years,
that the latest estimates produced by the State Board of Equalization and
Assessment relating to the full value of real property, using data from a 1992
survey, indicate a 19% decline in the market value of taxable real property
from the previous survey in 1990, and that the State Board has decided to use
a projected annual growth rate of 8.84%, as compared to its previous
projection of 14% for estimating full value after 1992. The report concludes
that the City will be within the projected legal debt incurring limit in the
1996 fiscal year. However, the report concluded that, based on the most
likely forecast of full value of real property, the debt incurring power of
the City would be curtailed in the 1997 and 1998 fiscal years substantially.
The City Comptroller recommended, among other things, prioritization of
capital projects to determine which can be delayed or cancelled, and better
maintenance of the City's physical plant and infrastructure, which would
result in less capital spending for repair and replacement of capital
structures.
On July 21, 1995, the staff of the Control Board issued a report
on the Financial Plan which identified risks of $873 million, $2.1 billion,
$2.8 billion and $2.8 billion for the 1996 through 1999 fiscal years,
respectively. With respect to the 1996 fiscal year, the principal risks
included (i) possible shortfalls in projected tax revenues totaling $50
million, (ii) the possibility that revenue actions and expenditure reduction
initiatives for BOE totaling $266 million might not be successfully
implemented, (iii) possible shortfalls totaling $172 million in proposed
welfare savings from increased fraud detection, and (iv) uncertainty
concerning the $50 million of proposed additional State aid and $75 million of
proposed additional Federal aid, the proposed receipt of $130 million of
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increased rent payments for the City's airports and the $100 million of
savings to be derived from health benefit-related savings, which are subject
to negotiations with or approvals by other parties. Additional risks
identified for the 1997 through 1999 fiscal years include the possibility of
additional tax revenue shortfalls, uncertainty concerning the ability of the
City to implement the gap-closing actions for such years and uncertainty
concerning the projected receipt of additional anticipated State aid. Other
areas of concern identified in the report included the projected deficit at
HHC of approximately $400 million, reflecting the impact on HHC of the
entitlement reductions contained in the State budget and the City's reduction
in the subsidy provided to HHC, and the assumption in the Financial Plan that
the City will realize the full $400 million of projected savings in public
assistance and Medicaid payments enacted at the State level. The report noted
that substantially more information is needed concerning the proposed gap-
closing actions for the 1997-1999 fiscal years.
On June 14, 1995, the staff of the OSDC issued a report on the
Financial Plan with respect to the 1995 fiscal year. The report noted that,
during the 1995 fiscal year, the City faced adverse financial developments
totaling over $2 billion resulting from the inability to initiate
approximately 35% of the City's gap-closing program, as well as newly-
identified spending needs and revenue shortfalls resulting from the adverse
impact on the City's personal income, general corporation and other tax
revenues of the policy of the Federal Reserve of increasing short-term
interest rates and the related downturn in the bond market and profits and
bonus income on Wall Street. The report noted that the City relied heavily on
one-time actions to offset these adverse developments, using $2 billion in
one-time resources in the 1995 fiscal year, or nearly double the 1994 amount.
On July 24, 1995, the staff of the OSDC issued a report on the
Financial Plan. The report concluded that there remains a budget gap for the
1996 fiscal year of $392 million, largely because the City and its unions have
yet to reach an agreement on how to achieve $160 million in unspecified labor
savings and the remaining $100 million in recurring health insurance savings
from last year's agreement. The report also identified a number of issues
that present a net potential risk of $409 million to the City's revenue and
expenditure forecasts for the 1996 fiscal year, including risks of (i) $160
million associated with anticipated increases in Federal and State assistance,
(ii) $130 million relating to projected Port Authority airport lease payments,
and (iii) $100 million with respect to unfunded BOE mandates. The report also
identified several other concerns regarding the 1996 fiscal year, including
concerns that (i) detailed programs have not yet been fully developed to meet
the $564 million and $400 million cost-reduction targets established for BOE
and HHC, respectively, (ii) State and City initiatives to reduce public
assistance and Medicaid costs, which are expected to reduce City costs by $745
million in the 1996 fiscal year, will require close monitoring to ensure that
financial targets are met; (iii) the City has not provided sufficient
assurances that the bond proceeds from its proposed sale of the water and
sewer system would be used strictly for capital spending purposes; and (iv)
the Financial Plan makes no provision for wage increases in the collective
bargaining agreements between the City and its unions, which generally will
expire by October, 1995. The report further noted that growth in City
revenues is being constrained by the weak economy in the City, which is likely
to be compounded by the slowing national economy, and that there is a
likelihood of a national recession during the course of the Financial Plan.
Moreover, the report noted that State and Federal budgets are undergoing
tumultuous changes, and that the potential for far-reaching reductions in
intergovernmental assistance is clearly on the horizon, with greater
uncertainty about the impact on City finances and services.
A substantial portion of the capital improvements in the City are
financed by indebtedness issued by MAC. MAC was organized in 1975 to provide
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financing assistance for the City and also to exercise certain review
functions with respect to the City's finances. MAC bonds are payable out of
certain State sales and compensating use taxes imposed within the City, State
stock transfer taxes and per capita State aid to the City. Any balance from
these sources after meeting MAC debt service and reserve fund requirements and
paying MAC's operating expenses is remitted to the City or, in the case of the
stock transfer taxes, rebated to the taxpayers. The State is not, however,
obligated to continue the imposition of such taxes or to continue
appropriation of the revenues therefrom to MAC, nor is the State obligated to
continue to appropriate the State per capita aid to the City which would be
required to pay the debt service on certain MAC obligations. MAC has no
taxing power and MAC bonds do not create an enforceable obligation of either
the State or the City. As of June 30, 1995, MAC had outstanding an aggregate
of approximately $4.882 billion of its bonds.
New York State and its Authorities. The State's current fiscal
year commenced on April 1, 1995, and ends on March 31, 1996, and is referred
to herein as the State's 1995-96 fiscal year. The prior fiscal year, which
ended on March 31, 1995, is referred to herein as the State's 1994-95 fiscal
year. The State's budget for the 1995-96 fiscal year was enacted by the
Legislature on June 7, 1995, more than two months after the start of the
fiscal year. Prior to adoption of the budget, the Legislature enacted
appropriations for disbursements considered to be necessary for State
operations and other purposes, including all necessary appropriations for debt
service. The State Financial Plan for the 1995-96 fiscal year was formulated
on June 20, 1995 and is based on the State's budget as enacted by the
Legislature and signed into law by the Governor.
The 1995-96 budget is the first to be enacted in the
administration of the Governor, who assumed office on January 1. It is the
first budget in over half a century which proposed and, as enacted, projects
an absolute year-over-year decline in General Fund disbursements. Spending
for State operations is projected to drop even more sharply, by 4.6 percent.
Nominal spending from all State funding sources (i.e., excluding Federal aid)
is proposed to increase by only 2.5 percent from the prior fiscal year, in
contrast to the prior decade when such spending growth averaged more than 6.0
percent annually.
In his Executive Budget, the Governor indicated that in the
1995-96 fiscal year, the State Financial Plan, based on then-current law
governing spending and revenues, would be out of balance by almost $4.7
billion, as a result of the projected structural deficit resulting from the
ongoing disparity between sluggish growth in receipts, the effect of prior-
year tax changes, and the rapid acceleration of spending growth; the impact of
unfunded 1994-95 initiatives, primarily for local aid programs; and the use of
one-time solutions, primarily surplus funds from the prior year, to fund
recurring spending in the 1994-95 budget. The Governor proposed additional
tax cuts, to spur economic growth and provide relief for low and middle-income
tax payers, which were larger than those ultimately adopted, and which added
$240 million to the then projected imbalance or budget gap, bringing the total
to approximately $5 billion.
This gap is projected to be closed in the 1995-96 State Financial
Plan based on the enacted budget, through a series of actions, mainly spending
reductions and cost containment measures and certain reestimates that are
expected to be recurring, but also through the use of one-time solutions. The
State Financial Plan projects (i) nearly $1.6 billion in savings from cost
containment, disbursement reestimates, and other savings in social welfare
programs, including Medicaid, income maintenance and various child and family
care program; (ii) $2.2 billion in savings from State agency actions to reduce
spending on the State workforce, State University of New York ("SUNY") and
City University of New York ("CUNY"), mental hygiene programs, capital
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projects, the prison system and fringe benefits; (iii) $300 million in savings
from local assistance reforms, including actions affecting school aid and
revenue sharing while proposing program legislation to provide relief from
certain mandates that increase local spending; (iv) over $400 million in
revenue measures, primarily a new Quick Draw Lottery game, changes to tax
payment schedules, and the sale of assets; and (v) $300 million from
reestimates in receipts.
There are risks and uncertainties concerning the future-year
impact of tax reductions and other measures in 1995-96 budget.
The economic and financial condition of the State may be affected
by various financial, social, economic and political factors. Those factors
can be very complex, may vary from fiscal year to fiscal year, and are
frequently the result of actions taken not only by the State and its agencies
and instrumentalities, but also by entities, such as the Federal government,
that are not under the control of the State. For example, various proposals
relating to Federal tax and spending policies that are currently being
publicly discussed and debated could, if enacted, have a significant impact on
the State's financial condition in the current and future fiscal years.
Because of the uncertainty and unpredictability of the changes, their impact
cannot, as a practical matter, be included in the assumptions underlying the
State's projections at this time.
The State Financial Plan is based upon forecasts of national and
State economic activity. Economic forecasts have frequently failed to predict
accurately the timing and magnitude of changes in the national and the State
economies. Many uncertainties exist in forecasts of both the national and
State economies, including consumer attitudes toward spending, the extent of
corporate and governmental restructuring, Federal fiscal and monetary
policies, the level of interest rates, and the condition of the world economy,
which could have an adverse effect on the State. There can be no assurance
that the State economy will not experience results in the current fiscal year
that are worse than predicted, with corresponding material and adverse effects
on the State's projections of receipts and disbursements.
Projections of total State receipts in the State Financial Plan
are based on the State tax structure in effect during the fiscal year and on
assumptions relating to basic economic factors and their historical
relationships to State tax receipts. In preparing projections of State
receipts, economic forecasts relating to personal income, wages and employment
have been particularly important. The projection of receipts from most tax or
revenue sources is generally made by estimating the change in yield of such
tax or revenue source caused by economic and other factors, rather than by
estimating the total yield of such tax or revenue source from its estimated
tax base. The forecasting methodology, however, ensures that State fiscal
year estimates for taxes that are based on a computation of annual liability,
such as the business and personal income taxes, are consistent with estimates
of total liability under such taxes.
Projections of total State disbursements are based on assumptions
relating to economic and demographic factors, levels of disbursements for
various services provided by local governments (where the cost is partially
reimbursed by the State), and the results of various administrative and
statutory mechanisms in controlling disbursements for State operations.
Factors that may affect the level of disbursements in the fiscal year include
uncertainties relating to the economy of the nation and the State, the
policies of the Federal government, and changes in the demand for and use of
State services.
The State Division of the Budget ("DOB") believes that its
projections of receipts and disbursements relating to the current State
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Financial Plan, and the assumptions on which they are based, are reasonable.
Actual results, however, could differ materially and adversely from the
projections set forth below, and those projections may be changed materially
and adversely from time to time.
The national economy began the current expansion in 1991 and has
added over 7 million jobs since early 1992. However, the recession lasted
longer in the State and the State's economic recovery has lagged behind the
nation's. Although the State has added approximately 185,000 jobs since
November 1992, employment growth in the State has been hindered during recent
years by significant cutbacks in the computer and instrument manufacturing,
utility, defense, and banking industries.
The State Financial Plan is based on a projection by DOB of
national and State economic activity. DOB forecasts that national economic
growth will weaken, but not turn negative, during the course of 1995 before
beginning to rebound by the end of the year. This dynamic is often described
as a "soft landing". The overall rate of growth of the national economy
during calendar year 1995 will be slightly below the "consensus" of a widely
followed survey of national economic forecasters. Growth in the real gross
domestic product during 1995 is projected to be moderate (3.0 percent), with
declines in defense spending and net exports more than offset by increases in
consumption and investment. Continuing efforts by business and government to
reduce costs are expected to exert a drag on economic growth. Inflation, as
measured by the Consumer Price Index, is projected to remain about 3 percent
due to moderate wage growth and foreign competition. Personal income and
wages are projected to increase by about 6 percent or more.
New York's economy is expected to continue to expand modestly
during 1995, but there will be a pronounced slow-down during the course of the
year. Although industries that export goods and services abroad are expected
to benefit from the lower dollar, growth will be slowed by government cutbacks
at all levels. On an average annual basis, employment growth will be about
the same as 1994. Both personal income and wages are expected to record
moderate gains in 1995. Bonus payments in the securities industry are
expected to increase from last year's depressed level.
As noted above, the financial condition of the State is affected
by several factors, including the strength of the State and regional economy
and actions of the Federal government, as well as State actions affecting the
level of receipts and disbursements. Owing to these and other factors, the
State may, in future years, face substantial potential budget gaps resulting
from a significant disparity between tax revenues projected from a lower
recurring receipts base and the future costs of maintaining State programs at
current levels. Any such recurring imbalance would be exacerbated if the
State were to use a significant amount of nonrecurring resources to balance
the budget in a particular fiscal year. To address a potential imbalance for
a given fiscal year, the State would be required to take actions to increase
receipts and/or reduce disbursements as it enacts the budget for that year,
and under the State Constitution the Governor is required to propose a
balanced budget each year. To correct recurring budgetary imbalances, the
State would need to take significant actions to align recurring receipts and
disbursements in future fiscal years. There can be no assurance, however,
that the State's actions will be sufficient to preserve budgetary balance in a
given fiscal year or to align recurring receipts and disbursements in future
fiscal years.
The General Fund is the general operating fund of the State and is
used to account for all financial transactions, except those required to be
accounted for in another fund. It is the State's largest fund and receives
almost all State taxes and other resources not dedicated to particular
purposes. In the State's 1995-96 fiscal year, the General Fund is expected to
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account for approximately 49 percent of total governmental-fund receipts and
51 percent of total governmental-fund disbursements. General Fund moneys are
also transferred to other funds, primarily to support certain capital projects
and debt service payments in other fund types.
In recent years, State actions affecting the level of receipts and
disbursements, as well as the relative strength of the State and regional
economy, actions of the Federal government and other factors have created
structural budget gaps for the State. These gaps resulted from a significant
disparity between recurring revenues and the costs of maintaining or
increasing the level of support for State programs. The 1995-96 enacted
budget combines significant tax and program reductions which will, in the
current and future years, lower both the recurring receipts base (before the
effect of any economic stimulus from such tax reductions) and the historical
annual growth in State program spending. The three-year plan to reduce State
personal income taxes will decrease State tax receipts by an estimated $1.7
billion in State fiscal year 1996-97 in addition to the amount of reduction in
State fiscal year 1995-96. Further significant reductions in the personal
income tax are scheduled for the 1997-98 State fiscal year. Other tax
reductions enacted in 1994 and 1995 are estimated to cause an additional
reduction in receipts of over $500 million in 1996-97, as compared to the
level of receipts in 1995-96. Similarly, many actions taken to reduce
disbursements in the State's 1995-96 fiscal year are expected to provide
greater reductions in State fiscal year 1996-97. These include actions to
reduce the State workforce, reduce Medicaid and welfare expenditures and slow
community mental hygiene program development. The net impact of these and
other factors is expected to produce a potential imbalance in receipts and
disbursements in State fiscal year 1996-97. The Governor has indicated that
in the 1996-97 Executive Budget he will propose to close this potential
imbalance primarily through General Fund expenditure reductions and without
increases in taxes or deferrals of scheduled tax reductions. On October 2,
1995, the State Comptroller released a report in which he reaffirmed his
estimate that the State will face a budget gap of at least $2.7 billion for
the 1996-97 fiscal year and a projected gap of at least $3.9 billion for the
1997-98 fiscal year.
On January 13, 1992, Standard & Poor's reduced its ratings on the
State's general obligation bonds from A to A-and, in addition, reduced its
ratings on the State's moral obligation, lease purchase, guaranteed and
contractual obligation debt. Standard & Poor's also continued its negative
rating outlook assessment on State general obligation debt. On April 26,
1993, Standard & Poor's revised the rating outlook assessment to stable. On
February 14, 1994, Standard & Poor's raised its outlook to positive and, on
July 13, 1995, confirmed its A- rating. On January 6, 1992, Moody's reduced
its ratings on outstanding limited-liability State lease purchase and
contractual obligations from A to Baa1. On July 3, 1995, Moody's reconfirmed
its A rating on the State's general obligation long-term indebtedness.
The fiscal stability of the State is related to the fiscal
stability of its authorities, which generally have responsibility for
financing, constructing and operating revenue-producing public benefit
facilities. The authorities are not subject to the constitutional
restrictions on the incurrence of debt which apply to the State itself and may
issue bonds and notes within the amounts of, and as otherwise restricted by,
their legislative authorization. As of September 30, 1994, there were 18
authorities that had outstanding debt of $100 million or more, and the
aggregate outstanding debt, including refunding bonds, of these 18 authorities
was $70.3 billion. As of March 31, 1995, aggregate public authority debt
outstanding as State-supported debt was $27.9 billion and as State-related
debt was $36.1 billion.
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There are statutory arrangements providing for State local
assistance payments, otherwise payable to localities, to be made under certain
circumstances to public authorities. Although the State has no obligation to
provide additional assistance to localities whose local assistance payments
have been paid to public authorities under these arrangements if local
assistance payments are so diverted, the affected localities could seek
additional State assistance.
The Metropolitan Transit Authority ("MTA"), a State agency,
oversees the operation of the City's subway and bus system by its affiliates,
the New York City Transit Authority and Bronx Surface Transit Operating
Authority (the "Transit Authority" or "TA") and commuter rail and bus lines
serving the New York metropolitan area. Fare revenues from such operations
have been insufficient to meet expenditures, and the MTA depends heavily upon
a system of State, local, Triborough Bridge and Tunnel Authority ("TBTA") and,
to the extent available, Federal support. Over the past several years, the
State has enacted several taxes, including a surcharge on the profits of
banks, insurance corporations and general business corporations doing business
in the 12 county region served by the MTA and a special one-quarter of 1%
regional sales and use tax, that provide additional revenues for mass transit
purposes including assistance to the MTA. For the 1995-96 State fiscal year,
total State assistance to the MTA is estimated at approximately $1.1 billion.
In 1993, State legislation authorized the funding of a five-year
$9.56 billion MTA capital plan for the five-year period, 1992 through 1996
(the "1992-96 Capital Program"). The MTA has received approval of the 1992-96
Capital Program based on this legislation from the MTA Capital Program Review
Board, as State law requires. This is the third five-year plan since the
Legislature authorized procedures for the adoption, approval and amendment of
a five-year plan for 1981 for a capital program designed to upgrade the
performance of the MTA's transportation systems and to supplement, replace and
rehabilitate facilities and equipment. The MTA, the TBTA and the TA are
collectively authorized to issue an aggregate of $3.1 billion of bonds (net of
certain statutory exclusions) to finance a portion of the 1992-96 Capital
Program. The 1992-96 Capital Program was expected to be financed in
significant part through dedication of the State petroleum business tax
receipts. However, in December 1994 the proposed bond resolution based on
such tax receipts was not approved by the MTA Capital Program Review Board.
Further consideration of the resolution was deferred until 1995.
There can be no assurance that all the necessary governmental
actions for the MTA 1992-96 Capital Program or future capital programs will be
taken, that funding sources currently identified will not be decreased or
eliminated, or that the MTA 1992-96 Capital Program, or parts thereof, will
not be delayed or reduced. If the MTA Capital Program is delayed or reduced,
ridership and far revenues may decline, which could, among other things,
impair the MTA's ability to meet its operating expenses without additional
assistance.
Litigation. A number of court actions have been brought involving
State finances. The court actions in which the State is a defendant generally
involve state programs and miscellaneous tort, real property, and contract
claims. Adverse developments in these proceedings or the initiation of new
proceedings could affect the ability of the State to maintain a balanced 1995-
96 State Financial Plan. The State believes that the 1995-96 State Financial
Plan includes sufficient reserves for the payment of judgments that may be
required during the 1995-96 fiscal year. There can be no assurance, however,
that an adverse decision in any of these proceedings would not exceed the
amount of the 1995-96 State Financial Plan reserves for the payment of
judgments and, therefore, could affect the ability of the State to maintain a
balanced 1995-96 State Financial Plan.
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PUBLIC OFFERING
Offering Price
The secondary market Public Offering Price per Unit is computed by
adding a sales charge to the aggregate bid price of the Bonds in the Trust
divided by the number of Units outstanding. The method used by the Evaluator
for computing the sales charge for secondary market purchases shall be based
upon the number of years remaining to maturity of each Bond. Bonds will be
deemed to mature on their stated maturity dates unless bonds have been called
for redemption, funds have been placed in escrow to redeem them on an earlier
call date or are subject to a "mandatory put," in which case the maturity will
be deemed to be such other date.
The table below sets forth the various sales charges based on the
length of maturity of each Bond.
As Percent of Public
Time to Maturity Offering Price
less than 6 months 0%
6 mos. to 1 year 1%
over 1 yr. to 2 yrs. 1 1/2%
over 2 yrs. to 4 yrs. 2 1/2%
over 4 yrs. to 8 yrs. 3 1/2%
over 8 yrs. to 15 yrs. 4 1/2%
over 15 years 5 1/2%
A proportionate share of accrued interest on the Bonds 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 Bond from
the last day on which interest was paid and is accounted for daily by a 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 on the cover of Part A of this Prospectus in accordance with
fluctuations in the prices of the Bonds. The price to be paid by each
investor will be computed on the basis of an evaluation made as of the date
the Units are purchased. The aggregate bid price evaluation of the Bonds is
determined in the manner set forth under "Trustee Redemption".
The Evaluator may obtain current prices for the Bonds from
investment dealers or brokers (including the Sponsor) that customarily deal in
tax-exempt obligations 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 Bond from the last day on which interest was paid
thereon will be added to the Public Offering Price. This daily rate is net of
estimated fees and expenses. Since a Trust normally receives the interest on
Bonds twice a year and the interest on the Bonds in such Trust is accrued on a
daily basis, the Trusts will always have an amount of interest earned but
uncollected by, or unpaid to, the Trustee. A Certificateholder will not
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recover his proportionate share of accrued interest until the Units are sold
or redeemed, or the Trusts are terminated. At that time, the Certificate-
holder will receive 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 Reich & Tang
Distributors L.P. (and its affiliates) and of any underwriter of either Trust,
pursuant to employee benefit arrangements, may purchase Units of a Trust at a
price equal to the bid side evaluation of the underlying securities in such
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
Certain banks and thrifts will make Units of the Trust available
to their customers on an agency basis. A portion of the sales charge paid by
their customers is retained by or remitted to the banks. Under the Glass-
Steagall Act, banks are prohibited from underwriting Units; however, the
Glass-Steagall Act does permit certain agency transactions and the banking
regulators have indicated that these particular agency transactions are
permitted under such Act. In addition, state securities laws on this issue
may differ from the interpretations of federal law expressed herein and banks
and financial institutions may be required to register as dealers pursuant to
state law.
The Sponsor intends to qualify the Units for sale in New York, New
Jersey, Connecticut, Florida and New Hampshire 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 up to (a) 4% of the Public
Offering Price for the New York Municipal Trust Series or (b) $25.00 per unit
for the New York Municipal Trust, Discount and Zero Coupon Fund, subject to
the Sponsor's right to change the dealers' concession from time to time. In
addition, for transactions of 1,000,000 Units or more, the Sponsor intends to
negotiate the applicable sales charge and such charge will be disclosed to any
such purchaser. 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.
The Sponsor reserves the right to change the discount from time to time.
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."
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Comparison Of Public Offering Price, Sponsor's
Repurchase Price And Redemption Price
The secondary market Public Offering Price of Units of the Trust
will be determined on the basis of the current bid prices of the Bonds in such
Trust, plus the applicable sales charge. The value at which Units may be
resold in the secondary market or redeemed will be determined on the basis of
the current bid prices of such Bonds without any sales charge. On the
Evaluation Date, the Public Offering Price per Unit (based on the bid prices
of the Bonds in the Trust plus the sales charge) exceeded the Repurchase and
Redemption Price per Unit (based upon the bid prices of the Bonds in the Trust
without the sales charge) by the amount shown under "Summary of Essential
Information" in Part A. For this reason, among others (including fluctuations
in the market prices of Bonds and the fact that the Public Offering Price
includes the 5-1/2% sales charge for the New York Discount Trust or the 4-1/2%
sales charge for the New York Municipal Trust), the amount realized by a Cer-
tificateholder upon any redemption of Units may be less than the price paid
for such Units.
ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN
The rate of return on an investment in Units of each 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. 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 each 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 each Trust
under "Summary of Essential Information" in Part A.
The Estimated Net Annual Interest Income per Unit of each Trust
will vary with changes in the fees and expenses of the Trustee and the
Evaluator applicable to each Trust and with the redemption, maturity, sale or
other disposition of the Bonds in each Trust. The Public Offering Price will
vary with changes in the bid prices of the Bonds. Therefore, there is no
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assurance that the present Estimated Current Return or Estimated Long Term
Return will be realized in the future.
A schedule of cash flow projections is available from the Sponsor
upon request.
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 Trustee to an
Interest Account of such Trust and a deduction is made to reimburse the
Trustee without interest for any amounts previously advanced. Proceeds
representing principal received from the maturity, redemption, sale or other
disposition of the Bonds are credited to a Principal Account of such Trust.
Distributions to each Certificateholder from the Interest Account
are computed as of the close of business of each Record Date for the following
Payment Date and consist of an amount substantially equal to one-twelfth, one-
half or all of each Certificateholder'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 Certifi-
cateholders on or shortly after the next semi-annual Payment Date. Proceeds
representing principal received from the disposition of any of the Bonds
between a Record Date and a Payment Date which are not used for redemptions of
Units will be held in the Principal Account and not distributed until the
second succeeding semi-annual Payment Date. No distributions will be made to
Certificateholders electing to participate in the Total Reinvestment Plan,
except as provided thereunder. 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 a given 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,
investment in the Total Reinvestment Plan, payments of expenses and
redemptions are in accounts which are non-interest bearing to Certificate-
holders and are available for use by the Trustee pursuant to normal banking
procedures.
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As of the first day of each month, the Trustee will deduct from
the Interest Account of the Trust and, to the extent funds are not sufficient
therein, from the Principal Account of such Trust, amounts necessary to pay
the expenses of such Trust (as determined on the basis set forth under "Trust
Expenses and Charges"). The Trustee also may withdraw from said accounts such
amounts, if any, as it deems necessary to establish a reserve for any
applicable taxes or other governmental charges that may be payable out of such
Trust. Amounts so withdrawn shall not be considered a part of such Trust's
assets until such time as the Trustee 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 of such Trust by the Trustee.
The estimated monthly, semi-annual or annual interest distribution
per Unit will be in the amount shown under "Summary of Essential Information"
in Part A and will change and may be reduced as Bonds 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 at least $1.00 per Unit.
Distribution Elections
Interest is distributed monthly, semi-annually or annually,
depending upon the distribution plan applicable to the Unit purchased. Record
Dates are the first day of each month for monthly distributions, the first day
of each June and December for semi-annual distributions and the first day of
each December for annual distributions. Payment Dates 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 each
Certificateholder may change his distribution election by notifying the
Trustee in writing of such change between October 1 and November 1 of each
year. (Certificateholders deciding to change their election should contact
the Trustee by calling the number listed on the back cover hereof for
information regarding the procedures that must be followed in connection with
this written notification of the change of election.) Failure to notify the
Trustee on or before November 1 of each year will result in a continuation of
the plan 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 of a Trust, a statement showing (a) as
to the Interest Account of such Trust: interest received (including amounts
representing interest received upon any disposition of Bonds and earned
original issue discount, if any), amounts paid for redemptions of Units, if
any, deductions for applicable taxes and fees and expenses of such 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 of such Trust: the dates of disposition of
any Bonds and the net proceeds received therefrom (including any unearned
original issue discount but excluding any portion representing accrued
interest), deductions for payments of applicable taxes and fees and expenses
of such Trust, amounts 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
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Unit outstanding on the last business day of such calendar year; (c) a list of
the Bonds held in such Trust and the number of Units outstanding on the last
business day of such calendar year; (d) the Redemption Price per Unit of such
Trust based upon the last computation thereof made during such calendar year;
and (e) amounts actually distributed to Certificateholders 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 on the last business day of such
calendar year.
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 Bonds in the portfolio and a copy of the Trust Agreement.
TAX STATUS
All Bonds acquired by the Trust were accompanied by copies of
opinions of bond counsel to the issuing governmental authorities given at the
time of original delivery of the Bonds to the effect that the interest thereon
is exempt from regular federal income tax and from New York State and New York
City income taxes. Such interest may, however, be subject to federal
corporate alternative minimum tax and to state or local taxes in other
jurisdictions. None of the Bonds in the Trust is subject to the federal
individual alternative minimum tax under the Tax Reform Act of 1986 (the
"Act"). All Bonds were issued by or on behalf of the State of New York, its
political subdivisions or its public authorities or by the Commonwealth of
Puerto Rico or its public authorities. Neither the Sponsor nor the Trustee
nor their respective counsel have made any review of the proceedings relating
to the issuance of the Bonds or the bases for such opinions and express no
opinion as to these matters, and neither the Trustee nor the Sponsor nor their
respective counsel have made an independent examination or verification that
the federal income tax status of the Bonds has not been altered since the time
of the original delivery of those opinions.
In rendering the opinion set forth below, counsel has examined the
Agreement, the final form of Prospectus dated the date hereof (the
"Prospectus") and the documents referred to therein, among others, and has
relied on the validity of said documents and the accuracy and completeness of
the facts set forth therein.
In the opinion of Battle Fowler LLP, counsel for the Sponsor,
under existing law:
The Trust is not an association taxable as a corporation for
federal income tax purposes under the Internal Revenue Code of 1986 (the
"Code"), and income received by the Trust that consists of interest
excludable from federal gross income under the Code will be excludable
from the federal gross income of the Certificateholders of the Trust.
Each Certificateholder will be considered the owner of a pro rata
portion of the Trust under Section 676(a) of the Code. Thus, each Cer-
tificateholder will be considered to have received his pro rata share of
bond interest when it is received by the Trust, and the net income
distributable to Certificateholders that is exempt from federal income
tax when received by the Trust will constitute tax-exempt income when
received by the Certificateholders.
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Gain (other than any earned original issue discount) realized on a
sale or redemption of the Bonds or on sale of a Unit is, however,
includable in gross income for federal income tax purposes, generally as
capital gain, although gain on the disposition of a Bond or a Unit
purchased at a market discount generally will be treated as ordinary
income, rather than capital gain, to the extent of accrued market
discount. (It should be noted in this connection that such gain does
not include any amounts received in respect of accrued interest.) Such
gain may be long- or short-term gain depending on the facts and
circumstances. Capital losses are deductible to the extent of capital
gains; in addition, up to $3,000 of capital losses of non-corporate Cer-
tificateholders may be deducted against ordinary income. Capital assets
must be held for more than one year to qualify for long-term capital
gain treatment. Individuals who realize long-term capital gains will be
subject to a maximum tax rate of 28% on such gain.
Each Certificateholder will realize taxable gain or loss when the
Trust disposes of a Bond (whether by sale, exchange, redemption or
payment at maturity), as if the Certificateholder had directly disposed
of his pro rata share of such Bond. The gain or loss is measured by the
difference between (i) the tax cost of such pro rata share and (ii) the
amount received therefor. For this purpose, a Certificateholder's tax
cost for each Bond is determined by allocating the total tax cost of
each Unit among all of the Bonds held in the Trust (in accordance with
the portion of such Trust comprised by each Bond). In order to
determine the amount of taxable gain or loss, the Certificateholder's
amount received is similarly allocated at that time. The Certificate-
holder may exclude from the amount received any amounts that represent
accrued interest or the earned portion of any original issue discount
but may not exclude amounts attributable to market discount. Thus, when
a Bond is disposed of by the Trust at a gain, taxable gain will equal
the difference between (i) the amount received and (ii) the amount paid
plus any original issue discount (limited, in the case of Bonds issued
after June 8, 1980, to the portion earned from the date of acquisition
to the date of disposition). Gain on the disposition of a Bond
purchased at a market discount generally will be treated as ordinary
income, rather than capital gain, to the extent of accrued market
discount. No deduction is allowed for the amortization of bond premium
on tax-exempt bonds such as the Bonds in computing regular federal
income tax.
Discount generally accrues based on the principle of compounding
of accrued interest, not on a straight-line or ratable method, with the
result that the amount of earned original issue discount is less in the
earlier years and more in the later years of a bond term. The tax basis
of a discount bond is increased by the amount of accrued, tax-exempt
original issue discount thus determined. This method of calculation
will produce higher capital gains (or lower losses) to a Certificate-
holder, as compared to the results produced by the straight-line method
of accounting for original issue discount, upon an early disposition of
a Bond by the Trust or of a Unit by a Certificateholder.
A Certificateholder may also realize taxable income or loss when a
Unit of the Trust is sold or redeemed. The amount received is allocated
among all the Bonds in such Trust in the same manner as when the Trust
disposes of Bonds and the Certificateholder may exclude accrued interest
and the earned portion of any original issue discount (but not amounts
attributable to market discount). The return of a Certificateholder's
tax cost is otherwise a tax-free return of capital.
A portion of social security benefits is includable in gross
income for taxpayers whose "modified adjusted gross income" combined
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with a portion of their benefits exceeds a base amount. The base amount
is $25,000 for an individual, $32,000 for a married couple filing a
joint return and zero for married persons filing separate returns.
Interest on tax-exempt bonds is to be added to adjusted gross income for
purposes of computing the amount of Social Security benefits that are
includable in gross income and determining whether an individual's
income exceeds the base amount above which a portion of the benefits
would be subject to tax. For taxable years beginning after December 31,
1993, the amount of Social Security benefits subject to tax have been
increased.
Corporate Certificateholders are required to include in federal
corporate alternative minimum taxable income 75 percent of the amount by
which the adjusted current earnings (which will include tax-exempt
interest) of the corporation exceeds alternative minimum taxable income
(determined without regard to this item). In addition, in certain
cases, Subchapter S corporations with accumulated earnings and profits
from Subchapter C years will be subject to a minimum tax on excess
"passive investment income" which includes tax-exempt interest.
Under federal law, interest on Trust-held Bonds issued by
authority of the Government of Puerto Rico is exempt from regular
federal income tax, and state and local income tax in the United States
and Puerto Rico.
The Trust is not subject to the New York State Franchise Tax on
Business Corporations or the New York City General Corporation Tax.
Under the personal income tax laws of the State and City of New York,
the income of the Trust will be treated as the income of the Certifi-
cateholders. Interest on the Bonds that is exempt from tax under the
laws of the State and City of New York when received by the Trust will
retain its status as tax-exempt interest to its Certificateholders. In
addition, non-residents of New York City will not be subject to the New
York City personal income tax on gains derived with respect to their
Units. Non-residents of New York State will not be subject to New York
State personal income tax on such gains unless the Units are employed in
a business, trade or occupation carried on in New York State. A New
York State or New York City resident should determine his basis and
holding period for his Units in the same manner for New York State and
New York City tax purposes as for federal tax purposes. For
corporations doing business in New York State and New York City,
interest earned on state and municipal obligations that are exempt from
federal income tax, including obligations of New York State and New York
City, its political subdivisions and instrumentalities, must be included
in calculating New York State and New York City entire net income for
purposes of calculating New York State and New York City franchise
(income) tax. The laws of the several states and local taxing
authorities vary with respect to the taxation of such obligations and
each Certificateholder is advised to consult his own tax advisor as to
the tax consequences of his Certificates under state and local tax laws.
The exemption of interest on municipal obligations for federal
income tax purposes does not necessarily result in exemption under the income
tax laws of any state or local government. The laws of such states and local
governments vary with respect to the taxation of such obligations.
In the case of Bonds that are industrial revenue bonds ("IRBs") or
certain types of private activity bonds, the opinions of bond counsel to the
respective issuing authorities indicate that interest on such Bonds is exempt
from regular federal income tax. However, interest on such Bonds will not be
exempt from regular federal income tax for any period during which such Bonds
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are held by a "substantial user" of the facilities financed by the proceeds of
such Bonds or by a "related person" thereof within the meaning of the Code.
Therefore, interest on any such Bonds allocable to a Certificateholder who is
such a "substantial user" or "related person" thereof will not be tax-exempt.
Furthermore, in the case of IRBs that qualify for the "small issue" exemption,
the "small issue" exemption will not be available or will be lost if, at any
time during the three-year period beginning on the later of the date the
facilities are placed in service or the date of issue, all outstanding tax-
exempt IRBs, together with a proportionate share of any present issue, of an
owner or principal user (or related person) of the facilities exceeds
$40,000,000. In the case of IRBs issued under the $10,000,000 "small issue"
exemption, interest on such IRBs will become taxable if the face amount of
such IRBs plus certain capital expenditures exceeds $10,000,000.
In addition, a Bond can lose its tax-exempt status as a result of
other subsequent but unforeseeable events such as prohibited "arbitrage"
activities by the issuer of the Bond or the failure of the Bond to continue to
satisfy the conditions required for the exemption of interest thereon from
regular federal income tax. No investigation has been made as to the current
or future owners or users of the facilities financed by the Bonds, the amount
of such persons' outstanding tax-exempt IRBs, or the facilities themselves,
and no assurance can be given that future events will not affect the tax-
exempt status of the Bonds. Investors should consult their tax advisors for
advice with respect to the effect of these provisions on their particular tax
situation.
Interest on indebtedness incurred or continued to purchase or
carry the Units is not deductible for regular federal income tax or New York
State or New York City income tax purposes. However, such interest is
deductible for New York State and New York City income tax purposes by
corporations that are required to include interest on the Bonds in New York
State and New York City entire net income for purposes of calculating New York
State and New York City franchise (income) taxes. In addition, under rules
used by the Internal Revenue Service for determining when borrowed funds are
considered used for the purpose of purchasing or carrying particular assets,
the purchase of Units may be considered to have been made with borrowed funds
even though the borrowed funds are not directly traceable to the purchase of
the Units. Similar rules are applicable for New York State and New York City
tax purposes. Also, in the case of certain financial institutions that
acquire Units, in general no deduction is allowed for interest expense
allocable to the Units.
From time to time proposals have been introduced before Congress
to restrict or eliminate the federal income tax exemption for interest on debt
obligations similar to the Bonds in the Trust, and it can be expected that
similar proposals may be introduced in the future.
In South Carolina v. Baker, the U.S. Supreme Court held that the
federal government may constitutionally require states to register bonds they
issue and subject the interest on such bonds to federal income tax if not
registered, and that there is no constitutional prohibition against the
federal government's taxing the interest earned on state or other municipal
bonds. The Supreme Court decision affirms the authority of the federal
government to regulate and control bonds such as the Bonds in the Trust and to
tax interest on such bonds in the future. The decision does not, however,
affect the current exemption from taxation of the interest earned on the Bonds
in the Trust in accordance with Section 103 of the Code.
The opinions of bond counsel or special tax counsel to the issuing
governmental authorities to the effect that interest on the Bonds is exempt
from regular federal income tax may be limited to law existing at the time the
Bonds were issued, and may not apply to the extent that future changes in law,
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regulations or interpretations affect such Bonds. Investors are advised to
consult their own tax advisors for advice with respect to the effect of any
legislative changes.
LIQUIDITY
Sponsor Repurchase
The Sponsor, although not obligated to do so, intends to maintain
a secondary market for the Units. The Sponsor's secondary market repurchase
price will be based on the aggregate bid price of the Bonds in the Trust
portfolio and will be the same as the redemption price. The aggregate bid
price will be determined by the Evaluator on a daily basis set forth under
"Trustee Redemption." Certificateholders who wish to dispose of their Units
should inquire of the Sponsor prior to making a tender for redemption. The
Sponsor may discontinue repurchases of Units of the Trust 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, Reich & Tang Distributors
L.P., 600 Fifth Avenue, New York, New York 10020. 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 Cer-
tificateholder 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 respective Sponsors, subject to change, to repurchase units
on the basis of a price higher than the bid prices of the Bonds in the Trusts.
Consequently, depending on 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 these
Trusts, although in all bond trusts, the purchase price of a unit depends
primarily on the value of the bonds in the trust portfolio.
Units purchased by the Sponsor in the secondary market may be
reoffered for sale by the Sponsor at a price based on the aggregate bid price
of the Bonds in a Trust 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 Cer-
tificateholders, elect to purchase any Units tendered to the Trustee for
redemption (see "Trustee Redemption"). Factors which the Sponsor will
consider in making a determination will include the number of Units of all
Trusts which it has in inventory, its estimate of the salability and the time
required to sell such Units and general market conditions. For example, if in
order to meet redemptions of Units the Trustee must dispose of Bonds, 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 redemption date of an amount equal to the Redemption Price on
the date of tender.
Trustee Redemption
Units also may be tendered to the Trustee for redemption at its
corporate trust office as set forth in Part A of this Prospectus, 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
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redemption of Units. No redemption fee will be charged by the Sponsor or the
Trustee. Units redeemed by the Trustee will be canceled.
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, redemptions 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.
Within seven calendar days following a tender for redemption, or,
if such seventh 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 bonds in order
to make funds available for redemptions. Such sales, if required, could
result in a sale of Bonds by the Trustee at a loss. To the extent Bonds in a
Trust are sold, the size and diversity of such Trust will be reduced.
The Redemption Price per Unit is the pro rata share of each Unit
in a Trust determined by the Trustee on the basis of (v) the cash on hand in
such Trust or moneys in the process of being collected, (vi) the value of the
Bonds in such Trust based on the bid prices of such Bonds and (vii) interest
accrued thereon, less (a) amounts representing taxes or other governmental
charges payable out of such Trust, (b) the accrued expenses of such Trust and
(c) cash allocated for distribution to Certificateholders of record of such
Trust as of the business day prior to the evaluation being made. The
Evaluator may determine the value of the Bonds in such Trust for purposes of
redemption (1) on the basis of current bid prices of the bonds obtained from
dealers or brokers who customarily deal in bonds comparable to those held by
such Trust, (2) on the basis of bid prices for bonds comparable to any Bonds
for which bid prices are not available, (3) by determining the value of the
Bonds 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 a 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 Cer-
tificateholder at prices which will return to the Certificateholder 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.
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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 Bonds 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
Under the Total Reinvestment Plan (the "Plan"), semi-annual and
annual Certificateholders may elect to have all regular interest and principal
distributions, if any, with respect to their Units reinvested either in units
of various series of "New York Municipal Trust"* which will have been created
shortly before each semi-annual or annual Payment Date (a "Primary Series")
or, if units of a Primary Series are not available, in units of a previously
formed series of a Trust which have been repurchased by the Sponsor in the
secondary market or which constitute a portion of the Units of a Trust not
sold by the Sponsor prior to such Payment Date (a "Secondary Series") (Primary
Series and Secondary Series are hereafter collectively referred to as
"Available Series"). June 15 and December 15 of each year, in the case of
semi-annual Certificateholders, and December 15 of each year, in the case of
annual Certificateholders, are the "Plan Reinvestment Dates."
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 bonds in the
Available Series portfolio during the initial offering of the Available Series
or at the aggregate bid price per Unit of the Available Series if its initial
offering has been completed, plus a sales charge equal to 3.627% of the net
amount invested in such bonds 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 on primary and secondary
market sales of Units in any series of "New York Municipal 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 1-1/2% 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 Certificateholder
who is entitled to receive $130.50 interest income from a Trust would acquire
- --------
* Certificateholders of either Trust who participate in the Plan will have
reinvestments made in Units from a similar Trust if such Units are
available. If no such Units are available for reinvestment,
distributions to Certificateholders will be reinvested in Units of
regular series of Municipal Securities Trusts, the income earned on
which may not be exempt from state and local income taxes.
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13.05 Plan Units assuming that the Reinvestment Price per Plan Unit, plus
accrued interest, approximated $10 (Ten Dollars).
A semi-annual or annual Certificateholder may join the Plan at the
time he invests in Units of a 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
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 a Trust (and with respect to Plan Units purchased with the
distributions from the Units purchased in a 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 a 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 bonds in the
Available Series portfolio the interest income on which was not exempt from
all federal, New York State and New York City income tax, or the inclusion of
bonds which were not rated "A" or better by either Standard & Poor's
Corporation or Moody's Investors Service, Inc. on the date such bonds 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 Bonds in any Available Series or the
estimated current return thereon will be similar to that of these Trusts.
It is the Sponsor's intention that Plan Units will be offered on
or about each semi-annual and 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 for semi-annual Certificate-
holders, and December 1 of each year for annual Certificateholders. On each
Record Date, the Sponsor will send a current Prospectus relating to the
Available Series being offered for the next 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 or 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.
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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 "New York Municipal 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, each semi-annual and annual Certificateholder who has acquired Plan
Units will be deemed to have elected the semi-annual and annual plan of
distribution, respectively, and to participate in the Plan with respect to
distributions made in connection with such Plan Units. (Should the Available
Series from which Plan Units are purchased for the account of an annual Cer-
tificateholder fail to have an annual distribution plan, such Certificate-
holder 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 a Trust used to purchase such additional Plan Units. However,
distributions related to units in other series of "New York Municipal Trust"
will not be accumulated with the foregoing distributions for Plan purchases.
Thus, if a person owns units in more than one series of "New York Municipal
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 bonds in the Available Series portfolio, during the initial
offering of the Available Series, or at the aggregate bid price of the Bonds
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 bonds as
described in the "New York Municipal Trust" Prospectus for the Available
Series in question. 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 trustee. Participants may redeem Plan Units by making a
written request to the Trustee at the address set forth in Part A, on the
Redemption Form supplied by the Trustee. The redemption price per Plan Unit
will be determined as set forth in the "New York Municipal Trust" Prospectus
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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.
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 bonds 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 the telephone number set forth in the "Summary of Essential
Information" in Part A.
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.
TRUST ADMINISTRATION
Portfolio Supervision
The Sponsor may direct the Trustee to dispose of Bonds upon
(i) default in payment of principal or interest on such Bonds,
(ii) institution of certain legal proceedings with respect to the issuers of
such Bonds, (iii) default under other documents adversely affecting debt
service on such Bonds, (iv) default in payment of principal or interest on
other obligations of the same issuer or guarantor, (v) with respect to revenue
Bonds, decline in revenues and income of any facility or project below the
estimated levels calculated by proper officials charged with the construction
or operation of such facility or project, or (vi) 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 Bonds in a Trust detrimental to the
interests of the Certificateholders. If a default in the payment of principal
or interest on any of the Bonds occurs and if the Sponsor fails to instruct
the Trustee to sell or hold such Bonds, the Trust Agreement provides that the
Trustee may sell such Bonds.
The Sponsor is authorized by the Trust Agreement to direct the
Trustee to accept or reject certain plans for the refunding or refinancing of
any of the Bonds. Any bonds received in exchange or substitution will be held
by the Trustee subject to the terms and conditions of the Agreement to the
same extent as the Bonds 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 Bonds eliminated and the Bonds substituted therefor.
Except as stated, the acquisition by the Trusts of any securities other than
the bonds initially deposited is prohibited.
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Trust Agreement, Amendment and Termination
The Trust Agreement may be amended by the Trustee, 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 Certifi-
cateholders.
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 Certificateholders;
provided that no such amendment or waiver shall reduce any Certificateholder's
interest in a 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 in a Trust then outstanding, to
increase the number of Units issuable by such Trust or to permit the
acquisition of any bonds in addition to or in substitution for those initially
deposited in such Trust, except in accordance with the provisions of the Trust
Agreement. The Trustee shall promptly notify Certificateholders, in writing,
of the substance of any such amendment.
The Trust Agreement provides that the Trust shall terminate upon
the maturity, redemption or other disposition, as the case may be, of the last
of the Bonds held in such Trust but in no event is it to continue beyond the
end of the calendar year preceding the fiftieth anniversary of the execution
of the Trust Agreement. If the value of a Trust shall be less than the
minimum amount set forth under "Summary of Essential Information", the Trustee
may, in its discretion, and shall, when so directed by the Sponsor, terminate
such Trust. The Trust may also be terminated at any time with the consent of
the holders of Certificates representing 100% of the Units of such Trust 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 Bonds remaining in the terminated
Trust, and, after paying all expenses and charges incurred by such Trust,
distribute to each Certificateholder, upon surrender for cancellation of his
Certificate for Units his pro rata share of the Interest and Principal
Accounts of such Trust.
The Sponsor
The Sponsor, Reich & Tang Distributors L.P. (successor to the Unit
Investment Trust Division of Bear, Stearns & Co. Inc.), a Delaware limited
partnership, is engaged in the brokerage business and is a member of the
National Association of Securities Dealers, Inc. Reich & Tang is also a
registered investment adviser. Reich & Tang maintains its principal business
offices at 600 Fifth Avenue, New York, New York 10020. Reich & Tang Asset
Management L.P. ("RTAM LP"), a registered investment adviser, having its
principal place of business at 399 Boylston Street, Boston, MA 02116, is the
99% limited partner of the Sponsor. RTAM LP is 99.5% owned by New England
Investment Companies, LP ("NEIC LP") and Reich & Tang Asset Management, Inc.,
a wholly owned subsidiary of NEIC LP, owns the remaining .5% interest of
RTAM LP and is its general partner. NEIC LP's general partner is New England
Investment Companies, Inc. ("NEIC"), a holding company offering a broad array
of investment styles across a wide range of asset categories through ten
investment advisory/management affiliates and two distribution affiliates.
These affiliates in the aggregate are investment advisers or managers to over
57 registered investment companies. Reich & Tang is the successor sponsor for
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numerous series of unit investment trusts, including: New York Municipal
Trust, Series 1 (and Subsequent Series); Municipal Securities Trust, Series 1
(and Subsequent Series), 1st Discount Series (and Subsequent Series); Multi-
State Series 1 (and Subsequent Series); Insured Municipal Securities Trust,
Series 1 (and Subsequent Series), 5th Discount Series (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.
If at any time the Sponsor shall resign or 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) terminate the Trust Agreement
and liquidate the Trusts, or (c) continue to act as Trustee without
terminating the Trust Agreement. Any successor Sponsor appointed by the
Trustee shall be satisfactory to the Trustee and, at the time of appointment,
shall have a net worth of at least $1,000,000.
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, Bonds or Certificates in accordance with the Trust
Agreement, except in cases of its 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 Bonds or the Trusts which it 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 Bonds pursuant to
the Trust Agreement.
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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
retiring 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 Kenny S&P Evaluation Services, a division of J.J.
Kenny Co., Inc., with main offices located at 65 Broadway, New York, New York
10006. The Evaluator is a wholly-owned subsidiary of McGraw-Hill, Inc. The
Evaluator is a registered investment advisor and also provides financial
information services.
The Trustee, the 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
Trustee, and the Sponsor and the Trustee are to use their 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 the expenses of
creating and establishing the Trust, including the cost of initial preparation
and execution of the Trust Agreement, registration of the Trust and the Units
under the Investment Company Act of 1940 and the Securities Act of 1933,
preparation and printing of the Certificates, legal and auditing expenses,
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advertising and selling expenses, initial fees and expenses of the Trustee and
other out-of-pocket expenses. The fees of the Evaluator, however, incurred
during the initial public offering period are paid directly by the Trust.
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
each Trust an annual fee in the amount set forth under "Summary of Essential
Information" in Part A. For a discussion of the services performed by the
Trustee pursuant to its obligations under the Trust Agreement, see "Trust
Administration" and "Rights of Certificateholders".
The Evaluator will receive, for each daily evaluation of the Bonds
in the Trusts, a fee in the amount set forth under "Summary of Essential
Information" in Part A.
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 and auditing fees) of the Trustee
incurred and advances made in connection with its activities under the Trust
Agreement, including the expenses and costs of any action undertaken by the
Trustee to protect a Trust and the rights and interests of the Certificate-
holders; fees of the Trustee for any extraordinary services performed under
the Trust Agreement; indemnification of the Trustee for any loss or liability
accruing to it without gross negligence, bad faith or willful misconduct on
its part, arising out of or in connection with its acceptance or
administration of a Trust; indemnification of the Sponsor for any loss,
liabilities and expenses incurred in acting as Sponsor of a Trust without
gross negligence, bad faith or willful misconduct on its part; and all taxes
and other governmental charges imposed upon the Bonds or any part of a 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
to which such expenses are allowable. In addition, the Trustee is empowered
to sell Bonds of a Trust in order to make funds available to pay all expenses
of such Trust.
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, or Equity Securities Trust (the "Exchange
Trusts") at a reduced sales charge as set forth below. Under the Exchange
Privilege, the Sponsor's repurchase price during the initial offering period
of the Units being surrendered is based on the market value of the Securities
in the Trust portfolio or on the aggregate offer price of the Bonds in the
other Trust Portfolios; and, 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 (or for Units of the Equity Securities
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Trust, based on the market value of the underlying securities in the Equity
Trust portfolio) during the initial public offering period of the Exchange
Trust; and after the initial public offering period has been completed, based
on the aggregate bid price of the Bonds in the Exchange Trust portfolio if its
initial 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 Certificateholders 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 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 Certificateholders 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) 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), or (ii) an amount which when coupled with the sales charge paid by the
Certificateholder 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
Certificateholders 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
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could be acquired by the affected Certificateholders.
Certificateholders 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 Certificate-
holder 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 $2,943.50 ($2,900 for unit and $43.50 for the sales charge).
The remaining $556.50 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 $3,059.50
($2,900 for units and $159.50 for the sales charge, assuming a 5 1/2% sales
charge times the public offering price).
The Conversion Offer
Certificateholders 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
Municipal Securities Trust, Insured Municipal Securities Trust, Mortgage
Securities Trust, New York Municipal Trust or Equity Securities Trust (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 market value of the underlying securities in the Trust portfolio or
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.
The purchase price of the units of the Conversion Trusts will be based on the
aggregate offer price of the underlying bonds in the Conversion 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 and a sales
charge as set forth below. If the participant elects to purchase units of the
Equity Securities Trust under the Conversion Offer, the purchase price of the
units will be based, at all times, on the market value of the underlying
securities in the Trust portfolio plus a sales charge.
-40-
1653.2
<PAGE>
Except for Certificateholders 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 1.5% per Unit (or per 1,000 Units for the Mortgage Securities
Trust or per 100 Units for the Equity Securities Trust). For
Certificateholders 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) 1.5% 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 Certificateholder 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 Certificateholders 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
Certificateholder'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. Certificateholders 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 Certificateholder. 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 modify, suspend or
terminate the Conversion Offer at any time without notice to
Certificateholders of Redemption Trusts. In the event the Conversion
Offer is not available to a Certificateholder at the time he wishes to
exercise it, the Certificateholder will be notified immediately and no
action will be taken with respect to his units without further
instruction from the Certificateholder. 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 100 Units for the Equity
Securities Trust).
To exercise the Conversion Offer, a Certificateholder 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
Certificateholder is a resident, the Certificateholder 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 Certificateholder'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
-41-
1653.2
<PAGE>
of Conversion Trust Units is being made pursuant to the Conversion Offer. The
Certificateholder's broker will be entitled to retain $5 of the applicable
sales charge.
Example: Assume a Certificateholder 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 Certificateholder 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
Certificateholder's redemption of units will aggregate $3,375. Since only
whole units of a Redemption Trust may be purchased under the Conversion Offer,
the Certificateholder 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 $3,045 ($3,000 for units and $45
for the sales charge). The remaining $330 would be remitted to the
Certificateholder in cash. If the Certificateholder acquired the same number
of Conversion Trust units at the same time in a regular secondary market
transaction, the price would have been $3,165 ($3,000 for units and $165 sales
charge, assuming a 5 1/2% sales charge times the public offering price).
Description Of The Exchange
Trusts And The Conversion Trusts
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 New York income taxes, except for that
portion of the income which is attributable to New York obligations in the
Trust portfolio, if any. The interest income from each State Trust of the
Multi-State Series is, in general, exempt from state and local taxes when held
by residents of the state where issuers of bonds in such State Trusts are
located. The Insured Municipal Securities Trust combines the advantages of
income free from regular federal income tax 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 sate 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 collaterized
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 or the
Conversion Offer normally will constitute a "taxable event" to the Certifi-
cateholder under the Code. The Certificateholder will recognize a tax gain or
loss that will be of a long- or short-term capital or ordinary income nature
depending on the length of time the units have been held and other factors. 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. 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.
-42-
1653.2
<PAGE>
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
LLP, 75 East 55th Street, New York, New York 10022 or Berger Steingut Tarnoff
& Stern, 600 Madison Avenue, New York, New York 10022, as counsel for the
Sponsor. Messrs. Booth & Baron, 122 East 42nd Street, New York, New York
10168 have acted as counsel to the Trustee.
Independent Auditors
The financial statements of the Trusts included in Part A of this
Prospectus as of the dates set forth in Part A have been examined by KPMG Peat
Marwick LLP, independent certified public accountants, for the periods
indicated in its reports appearing herein. The financial statements examined
by KPMG Peat Marwick have been included in reliance upon its reports given on
the authority of said firm as experts in accounting and auditing.
DESCRIPTION OF BOND 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.
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:
(a) 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.
(b) Nature of and provisions of the obligation.
(c) 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.
- --------
* As described by the rating agencies.
-43-
1653.2
<PAGE>
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.
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.
-44-
1653.2
<PAGE>
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 market place.
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.
-45-
1653.2
<PAGE>
==============================================================================
AUTHORIZATION FOR INVESTMENT IN NEW YORK MUNICIPAL 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, Trustee, to pay all semi-annual or
annual distributions of interest and principal (if any) with respect to such
units to The Bank of New York, as TRP Plan Agent, who shall immediately invest
the distributions in units of the available series of New York Municipal Trust
or, if unavailable, of other available series of regular Municipal Securities
Trust.
The foregoing authorization is subject Date ______________, 19__
in all respects to the terms and
conditions 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 AND MAIL THIS CARD.
==============================================================================
Mail to your Broker
or
The Bank of New York
101 Barclay Street
New York, New York 10286
1653.2
<PAGE>
INDEX
Title Page NEW YORK MUNICIPAL TRUST
Summary of Essential Information........... A-5
Information Regarding the Trust............ A-7
Financial and Statistical Information...... A-8 (A Unit Investment Trust)
Audit and Financial Information
Report of Independent Auditors........... F-1 Prospectus
Statement of Net Assets.................. F-2
Statement of Operations.................. F-3 Dated: April 30, 1996
Statement of Changes in Net Assets....... F-4
Notes to Financial Statements............ F-5 Sponsor:
Portfolio................................ F-6
The Trust.................................. 1 Reich & Tang Distributors, L.P.
Portfolios................................. 2 600 Fifth Avenue
Special Factors Affecting New York......... 7 New York, NY 10020
Public Offering............................ 20 212-830-5200
Estimated Long Term Return and Estimated
Current Return........................... 22
Rights of Certificateholders............... 23 Trustee:
Tax Status................................. 25
Liquidity.................................. 29 The Bank of New York
Total Reinvestment Plan.................... 31 101 Barclay Street
Trust Administration....................... 34 New York, NY 10286
Trust Expenses and Charges................. 37 1-800-431-8002
Exchange Privilege and Conversion Offer.... 38
Other Matters.............................. 43
Description of Bond Ratings................ 43 Evaluator:
Kenny S&P Evaluation Services,
Parts A and B of this Prospectus do not a division of J.J. Kenny Co., Inc.
contain all of the information set forth in 65 Broadway
the registration statement and exhibits New York, NY 10006
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 in this Prospectus; and any
information or representation not contained herein must not be relied upon as
having been authorized by the Trust, the Trustee, 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.
1653.2
<PAGE>
PART II
ADDITIONAL INFORMATION NOT REQUIRED
IN PROSPECTUS
CONTENTS OF REGISTRATION STATEMENT
This Post-Effective Amendment to the Registration Statement 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).
Consents of the Evaluator including Confirmation of Ratings (included in
Exhibit 99.5.1).
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. 2-62505 of New York Municipal Trust, Series 1 on
November 21, 1978 and to Amendment No. 1 to Form S-6
Registration Statements Nos. 2-63235, 2-63439, 2-64016, 2-64475
and 2-64913 of New York Municipal Trust, Series 2, Series 3,
Series 4, Series 5 and Series 6, respectively, on January 16,
1979, March 1, 1979, May 10, 1979, June 22, 1979 and July 24,
1979, respectively, and incorporated herein by reference).
*99.1.1.1 -- Trust Indenture and Agreement for New York Municipal Trust,
Series 1 (and Subsequent Series).
99.1.3.4 -- Certificate of Formation and Agreement among Limited Partners,
as amended, of Reich & Tang Distributors L.P. (filed as Exhibit
99.1.3.4 to Post-Effective Amendment No. 10 to Form S-6
Registration Statements Nos. 2-98914, 33-00376, 33-00856 and
33-01869 of Municipal Securities Trust, Series 28, 39th
Discount Series, Series 29 & 40th Discount Series and Series 30
& 41st Discount Series, respectively, on October 31, 1995 and
incorporated herein by reference).
99.1.4 -- Form of Agreement Among Underwriters (filed as Exhibit 1.4
to Amendment No. 1 to Form S-6 Registration Statement No.
2-62505 of New York Municipal Trust, Series 1 on October 27,
1978 and incorporated herein by reference).
99.2.1 -- Form of Certificate (filed as Exhibit 2.1 to Amendment No. 2
to Form S-6 Registration Statement No. 2-62505 of New York
Municipal Trust, Series 1 on November 21, 1978 and incorporated
herein by reference).
99.3.1 -- Opinion of Battle Fowler LLP (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
- --------
* Being filed by this Amendment.
II-1
1656.1
<PAGE>
Opinions" in the Prospectus (filed as Exhibit 3.1 to Amendment
No. 2 to Form S-6 Registration Statement No. 2-62505 of New
York Municipal Trust, Series 1 on November 21, 1978 and to
Amendment No. 1 to Form S-6 Registration Statements Nos.
2-63235, 2-63439, 2-64016, 2-64475, and 2-64913 of New York
Municipal Trust, Series 2, Series 3, Series 4, Series 5 and
Series 6, respectively, on January 16, 1979, March 1, 1979, May
10, 1979, June 22, 1979, and July 24, 1979, respectively, and
incorporated herein by reference).
99.3.1.1 -- Opinion of Battle Fowler LLP (formerly Battle, Fowler, Jaffin &
Kheel) as to tax status of Securities being registered (filed
as Exhibit 3.1.1 to Amendment No. 2 to Form S-6 Registration
Statement No. 2-62505 of New York Municipal Trust, Series 1 on
November 21, 1978 and to Amendment No. 1 to Form S-6
Registration Statements Nos. 2-63235, 2-63439, 2-64016,
2-64475, and 2-64913 of New York Municipal Trust, Series 2,
Series 3, Series 4, Series 5 and Series 6, respectively, on
January 16, 1979, March 1, 1979, May 10, 1979, June 22, 1979,
and July 24, 1979, respectively, and incorporated herein by
reference).
*99.5.1 -- Consents of the Evaluator including Confirmation of Ratings.
99.6.0 -- Power of Attorney of Reich & Tang Distributors L.P., the
Depositor, by its officers and a majority of its Directors
(filed as Exhibit 99.6.0 to Amendment No. 1 to Form S-6
Registration Statement No. 33-62627 of Equity Securities Trust,
Series 6, Signature Series, Gabelli Entertainment and Media
Trust on November 16, 1995 and incorporated herein by
reference).
*27 -- Financial Data Schedule(s) (for EDGAR filing only).
- --------
* Being filed by this Amendment.
II-2
1656.1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrants, New York Municipal Trust, Series 1, Series 2, Series 3, Series 4,
Series 5 and Series 6, certify that they have met all of the requirements for
effectiveness of this Post-Effective Amendment to the Registration Statements
pursuant to Rule 485(b) under the Securities Act of 1933. The registrants
have duly caused this Post-Effective Amendment to the Registration Statements
to be signed on their behalf by the undersigned, hereunto duly authorized, in
the City of New York and State of New York on the 17th day of April, 1996.
NEW YORK MUNICIPAL TRUST, SERIES 1, SERIES 2,
SERIES 3, SERIES 4, SERIES 5 AND SERIES 6
(Registrants)
REICH & TANG DISTRIBUTORS L.P.
(Depositor)
By: Reich & Tang Asset Management, Inc.,
as general partner
By: PETER J. DeMARCO
(Authorized Signatory)
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 Reich & Tang Asset Management, Inc., the general partner
of Reich & Tang Distributors L.P., the Depositor, in the capacities and on the
dates indicated.
Name Title Date
PETER S. VOSS President, Chief Executive Officer )
and Director )
G. NEAL RYLAND Executive Vice President, Treasurer ) April 17, 1996
and Chief Financial Officer )
EDWARD N. WADSWORTH Clerk )
RICHARD E. SMITH III Director )By: PETER J. DeMARCO
STEVEN W. DUFF Director ) Attorney-in-Fact*
BERNADETTE N. FINN Vice President )
LORRAINE C. HYSLER Secretary )
RICHARD DE SANCTIS Vice President and Treasurer )
- ---------------
* Executed copies of Powers of Attorney were filed as Exhibit 6.0 to
Amendment No. 1 to Registration Statement No. 33-62627 on November 16,
1995.
II-3
1656.1
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in these Post-Effective Amendments to the Registration
Statement of our report on the financial statements of New York Municipal Trust
Series 1; New York Municipal Trust Series 2; New York Municipal Trust Series 3;
New York Municipal Trust Series 4; New York Municipal Trust Series 5 and New
York Municipal Trust Series 6 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 LLP
New York, New York
April 17, 1996
II-4
1656.1
<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 Registration Statement No. 2-62505 of New
York Municipal Trust, Series 1 on November 21, 1978
and to Amendment No. 1 to Form S-6 Registration
Statements Nos. 2-63235, 2-63439, 2-64016, 2-64475
and 2-64913 of New York Municipal Trust, Series 2,
Series 3, Series 4, Series 5 and Series 6,
respectively, on January 16, 1979, March 1, 1979,
May 10, 1979, June 22, 1979 and July 24, 1979,
respectively, and incorporated herein by
reference).
99.1.1.1 Trust Indenture and Agreement for New York
Municipal Trust, Series 1 (and Subsequent Series).......
99.1.3.4 Certificate of Formation and Agreement among
Limited Partners, as amended, of Reich & Tang
Distributors L.P. (filed as Exhibit 99.1.3.4 to
Post-Effective Amendment No. 10 to Form S-6
Registration Statements Nos. 2-98914, 33-00376,
33-00856 and 33-01869 of Municipal Securities
Trust, Series 28, 39th Discount Series, Series 29 &
40th Discount Series and Series 30 & 41st Discount
Series, respectively, on October 31, 1995 and
incorporated herein by reference).
99.1.4 Form of Agreement Among Underwriters (filed as
Exhibit 1.4 to Amendment No. 1 to Form S-6
Registration Statement No. 2-62505 of New York
Municipal Trust, Series 1 on October 27, 1978 and
incorporated herein by reference).
99.2.1 Form of Certificate (filed as Exhibit 2.1 to
Amendment No. 2 to Form S-6 Registration Statement
No. 2-62505 of New York Municipal Trust, Series 1
on November 21, 1978 and incorporated herein by
reference).
99.3.1 Opinion of Battle Fowler LLP (formerly Battle,
Fowler, Jaffin & Kheel) as to the legality of the
securities being registered, including their
consent to the filing thereof and to the use of
their name under the headings "Tax Status" and
"Legal Opinions" in the Prospectus, and to the
filing of their opinion regarding tax status of the
Trust (filed as Exhibit 3.1 to Amendment No. 2 to
Form S-6 Registration Statement No. 2-62505 of New
York Municipal Trust, Series 1 on November 21, 1978
and to Amendment No. 1 to Form S-6 Registration
Statements Nos. 2-63235, 2-64016, 2-64475, and
2-64913 of New York Municipal Trust, Series 2,
Series 3, Series 4, Series 5 and Series 6,
respectively, on January 16, 1979, March 1, 1979,
May 10, 1979, June 22, 1979, and July 24, 1979,
respectively, and incorporated herein by
reference).
-1-
1656.1
<PAGE>
Exhibit Description Page No.
99.3.1.1 Opinion of Battle Fowler LLP (formerly Battle,
Fowler, Jaffin & Kheel) as to tax status of
securities being registered, including their
consent to the filing thereof and to the use of
their name under the heading "Tax Status" on the
Prospectus (filed as Exhibit 3.1.1 to Amendment
No. 2 to Form S-6 Registration Statement
No. 2-62505 of New York Municipal Securities Trust,
Series 1 on November 21, 1978 and to Amendment
No. 1 to Form S-6 Registration Statements
Nos. 2-63235, 2-63439, 2-64016, 2-64475, and
2-64913 of New York Municipal Trust, Series 2,
Series 3, Series 4, Series 5 and Series 6,
respectively, on January 16, 1979, March 1, 1979,
May 10, 1979, June 22, 1979, and July 24, 1979,
respectively, and incorporated herein by
reference).
99.5.1 Consents of the Evaluator including Confirmation of
Ratings............................................
99.6.0 Power of Attorney of Reich & Tang Distributors
L.P., the Depositor, by its officers and a majority
of its Directors (filed as Exhibit 99.6.0 to
Amendment No. 1 to Form S-6 Registration Statement
No. 33-62627 of Equity Securities Trust, Series 6,
Signature Series, Gabelli Entertainment and Media
Trust on November 16, 1995 and incorporated herein
by reference).
27 Financial Data Schedule(s) (for EDGAR filing only).
-2-
1656.1
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> The schedule contains summary financial information
extracted from the financial statements and
supporting schedules as of the end of the most
current period and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0000276718
<NAME> NYMT Series 1
<SERIES>
<NUMBER> 1
<NAME> Series 1
<S> <C>
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<CIK> 0000278075
<NAME> NYMT Series 2
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<NAME> Series 2
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<CIK> 0000278210
<NAME> NYMT, Series 3
<SERIES>
<NUMBER> 1
<NAME> Series 3
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<CIK> 0000310871
<NAME> NYMT,Series 4
<SERIES>
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<NAME> Series 4
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</LEGEND>
<CIK> 0000311414
<NAME> NYMT Series 5
<SERIES>
<NUMBER> 1
<NAME> Series 5
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<FISCAL-YEAR-END> Dec-31-1995
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<CIK> 0000312023
<NAME> NYMT Series 6
<SERIES>
<NUMBER> 1
<NAME> Series 6
<S> <C>
<FISCAL-YEAR-END> Dec-31-1995
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NEW YORK MUNICIPAL TRUST
SERIES 1 (and Subsequent Series)
TRUST INDENTURE AND AGREEMENT
Among
BEAR, STEARNS & CO.
As Depositor
BRADFORD TRUST COMPANY
As Trustee
and
STANDARD & POOR'S CORPORATION
As Evaluator
Dated: November 21, 1978
359987.1
<PAGE>
TRUST INDENTURE AND AGREEMENT
NEW YORK MUNICIPAL TRUST
SERIES 1 (and Subsequent Series)
CONTENTS
Article and Section Page
INTRODUCTION.................................................................1
ARTICLE I - DEFINITIONS; CERTIFICATES...................................... 3
Sec. 1.1 Definitions..............................................3
Sec. 1.2 Form of Certificate......................................5
ARTICLE II - DEPOSIT OF BONDS; DECLARATION OF TRUST;
FORM AND ISSUANCE OF CERTIFICATES........................... 11
Sec. 2.1 Deposit of Bonds....................................... 11
Sec. 2.2 Declaration of Trust................................... 11
Sec. 2.3 Issue of Certificates.................................. 11
Sec. 2.4 Form of Certificates................................... 11
Sec. 2.5 Certain Contracts Satisfactory......................... 11
ARTICLE III - ADMINISTRATION OF TRUST...................................... 12
Sec. 3.1 Initial Cost........................................... 12
Sec. 3.2 Interest Account....................................... 12
Sec. 3.3 Principal Account...................................... 12
Sec. 3.4 Reserve Account........................................ 12
Sec. 3.5 Distributions.......................................... 13
Sec. 3.6 Distribution Statements................................ 16
Sec. 3.7 Sale of Bonds.......................................... 17
Sec. 3.8 Refunding Bonds........................................ 19
Sec. 3.9 Counsel................................................ 19
Sec. 3.10 Notice and Sale by Trustee............................. 19
Sec. 3.11 Trustee Not to Amortize................................ 19
Sec. 3.12 Action by Trustee Regarding Bonds...................... 19
Sec. 3.13 Notice of Change in Principal Account.................. 20
ARTICLE IV - EVALUATION OF BONDS; EVALUATOR................................ 20
Sec. 4.1 Evaluation of Bonds.................................... 20
Sec. 4.2 Compensation of Evaluator.............................. 21
Sec. 4.3 Liability of Evaluator................................. 21
Sec. 4.4 Resignation, Removal and Other Matters................. 21
-i-
359987.1
<PAGE>
Article and Section Page
ARTICLE V - Trust Evaluation; Redemption, Purchase,
Transfer, Interchange or Replacement
of Certificates.............................................. 23
Sec. 5.1 Trust Evaluation....................................... 23
Sec. 5.2 Redemptions by Trustee; Purchases by
Depositor.............................................. 24
Sec. 5.3 Transfer or Interchange of Certificates................ 26
Sec. 5.4 Certificates Mutilated, Destroyed, Stolen or
Lost................................................... 27
ARTICLE VI - TRUSTEE; REMOVAL OF DEPOSITOR................................. 28
Sec. 6.1 General Definition of Trustee's Liabilities,
Rights and Duties; Removal of Depositor................ 28
Sec. 6.2 Books, Records and Reports............................. 31
Sec. 6.3 Indenture and List of Bonds on File.................... 31
Sec. 6.4 Compensation........................................... 31
Sec. 6.5 Removal and Resignation of Trustee;
Successor.............................................. 32
Sec. 6.6 Qualifications of Trustee.............................. 33
ARTICLE VII - DEPOSITOR.................................................... 34
Sec. 7.1 Succession............................................. 34
Sec. 7.2 Resignation of Depositor............................... 34
Sec. 7.3 Liability of Depositor and Indemnification............. 34
ARTICLE VIII - RIGHTS OF CERTIFICATEHOLDERS................................ 36
Sec. 8.1 Beneficiaries of Trust................................. 36
Sec. 8.2 Rights, Terms and Conditions........................... 37
ARTICLE IX - Additional Covenants; Miscellaneous
Provisions.................................................. 37
Sec. 9.1 Amendments............................................. 37
Sec. 9.2 Termination............................................ 38
Sec. 9.3 Construction........................................... 40
Sec. 9.4 Registration of Certificates........................... 40
Sec. 9.5 Written Notice......................................... 40
Sec. 9.6 Severability........................................... 41
Sec. 9.7 Dissolution of Depositor Not to Terminate.............. 41
----------
This Table of Contents does not constitute part of the Indenture.
-ii-
359987.1
<PAGE>
NEW YORK MUNICIPAL TRUST
SERIES 1
(A UNIT INVESTMENT TRUST)
AND
SUBSEQUENT SERIES
TRUST INDENTURE AND AGREEMENT
DATED NOVEMBER 21, 1978
Trust Indenture and Agreement dated November 21, 1978
("Indenture"), among Bear, Stearns & Co. as Depositor, Bradford
Trust Company, as Trustee and Standard & Poor's Corporation, as
Evaluator.
WITNESSETH THAT
In consideration of the premises and of the mutual agreements
herein contained, the Depositor, the Trustee and the Evaluator agree as
follows:
INTRODUCTION
The Depositor concurrently with the execution and delivery hereof
is establishing New York Municipal Trust Series 1, wherein certain interest
bearing obligations will be deposited by the Depositor, to be held by the
Trustee in trust for the use and benefit of the registered holders of
certificates of ownership to be issued as hereinafter provided. The parties
hereto are entering into this Indenture for the purpose of establishing
certain of the terms, covenants and conditions of New York Municipal Trust,
Series 1 and of each additional series of such Trust which may be established
from time to time hereafter. For New York Municipal Trust, Series 1 and each
subsequent series of New York Municipal Trust (as to which this Indenture is
to be applicable) the parties hereto shall execute a separate Reference Trust
Agreement incorporating by reference this Indenture and effecting any
amendment, supplement or variation from or to such incorporation by reference
with respect to the related series and specifying for that series (i) the
Bonds deposited in trust and the number of Units delivered by the Trustee in
exchange for the Bonds pursuant to Section 2.3; (ii) the initial fractional
undivided interest represented by each Unit; (iii) the first Record Date; (iv)
the first Payment Date; (v) the Evaluator's fee; (vi) the liquidation amount
for purposes
359987.1
<PAGE>
of Section 6.1(g); (vii) the Trustee's fee and (viii) any other change or
addition contemplated or permitted by this Indenture.
-2-
359987.1
<PAGE>
ARTICLE I
Definitions; Certificates
Section 1.1 Definitions: Whenever used in this Indenture the
following words and phrases, unless the context clearly indicates otherwise,
shall have the following meanings:
(1) "Bonds" shall mean the bonds, including Contract Bonds, (i)
which are listed in Schedule A to the Reference Trust Agreement or (ii)
which have been received by the Trust in exchange or substitution
pursuant to Section 3.8 hereof, as may from time to time continue to be
held as part of the Trust.
(2) "Business Day" shall mean any day other than a Saturday,
Sunday, or, in the City of New York, a legal holiday or a day on which
banking institutions are authorized by law to close.
(3) "Certificate" shall mean any one of the certificates
substantially in the form hereinafter recited executed by the Trustee
and the Depositor evidencing ownership of an undivided fractional
interest in the Trust.
(4) "Certificateholder" shall mean the registered holder of any
Certificate as recorded on the books of the Trustee, his legal
representatives and heirs and the successors of any corporation,
partnership or legal entity which is a registered holder of any
Certificate, and as such shall be deemed a beneficiary of the trust
created by the Indenture to the extent of his pro rata share thereof.
(5) "Contract Bonds" shall mean Bonds which are to be acquired by
the Trust pursuant to contracts, including Bonds listed in Schedule A to
the Reference Trust Agreement, contracts for the purchase thereof which
have been assigned to the Trustee and cash or an irrevocable letter of
credit issued by a commercial bank in the amount required for such
purchase which has been delivered to the Trustee.
(6) "Depositor" shall mean Bear, Stearns & Co. or its
successors or any successor Depositor appointed as herein
provided.
(7) "Evaluator" shall mean Standard & Poor's Corporation, or its
successors or any successor Evaluator appointed as herein provided.
(8) "Indenture" shall mean this Trust Indenture and Agreement as
originally executed or, if amended as herein provided, as so amended.
-3-
359987.1
<PAGE>
(9) "Payment Date" shall have the meaning assigned to it in Part
II of the Reference Trust Agreement.
(10) "Plan Units" shall mean fractional Units offered by the
Depositor pursuant to the reinvestment plans described in the final
prospectus of the Trust filed within the appropriate registration forms
under the Securities Act of 1933.
(11) "Record Date" shall have the meaning assigned to it in Part
II of the Reference Trust Agreement.
(12) "Redemption Form" shall mean the form provided by the Trustee
at the request of holders of Plan Units for the purpose of redeeming
such Units, as such form may be reasonably acceptable to the Depositor
and the Trustee from time to time.
(13) "Reference Trust Agreement" shall mean the Indenture for the
particular series of New York Municipal Trust into which the terms of
this Indenture are incorporated.
(14) The words "herein", "hereby", "herewith", "hereof",
"hereinafter", "hereunder", "hereinabove", "hereafter", "heretofore" and
similar words or phrases of reference and association shall refer to
this Indenture in its entirety.
(15) "Trust" shall mean the trust created by this Indenture, which
shall consist of the Bonds held pursuant and subject to this Indenture
together with all undistributed interest received or accrued thereon,
and any undistributed cash realized from the sale, redemption,
liquidation, or maturity thereof. Such amounts as may be on deposit in
the Reserve Account hereinafter established shall be excluded from the
definition of the Trust.
(16) "Trustee" shall mean Bradford Trust Company, or its
successors or any successor Trustee appointed as herein provided.
(17) "Unit" shall mean the fractional undivided interest in and
ownership of the Trust initially specified in Part II of the Reference
Trust Agreement, the denominator of which shall be decreased by the
number of any such Units redeemed as provided in Section 5.2.
(18) Words importing singular number shall include the plural
number in each case and vice versa, and words importing person shall
include corporations and associations, as well as natural persons.
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<PAGE>
Section 1.2 Form of Certificate. The form of Certificate
evidencing ownership of fractional undivided interests in each Trust shall be
substantially as follows:
No. 1 -
CERTIFICATE OF OWNERSHIP
___________________
--evidencing-- PLAN OF DISTRIBUTION
A Fractional Undivided Interest MONTHLY ________
SEMI-ANNUAL ____
--in-- ________________
NEW YORK MUNICIPAL TRUST
SERIES __
This is to certify that _____________________________ is the owner and
registered holder of this Certificate evidencing the ownership of _____
units(s) of fractional undivided interest in New York Municipal Trust of the
above Series (hereinafter called the "Trust") created under the laws of the
State of New York by the Trust Indenture and Agreement (hereinafter called the
"Indenture") dated _______________, 19__, among BEAR, STEARNS & CO.
(hereinafter called the "Depositor"), BRADFORD TRUST COMPANY (hereinafter
called the "Trustee"), and STANDARD & POOR'S CORPORATION (hereinafter called
the "Evaluator"). The Trust consists of (1) such of the interest-bearing tax
exempt obligations deposited in trust and listed in Schedule A of the
Indenture and any other securities that may be deposited in the Trust in
exchange or substitution therefor by reason of refunding of the obligations
initially deposited in trust, in accordance with the Indenture, as may from
time to time continue to be held in the Trust and (2) such cash amounts as
from time to time may be held in the Interest Account and the Principal
Account maintained under the Indenture in the manner described below.
At any given time this Certificate shall represent a fractional
undivided interest in the Trust, the numerator of which fraction shall be the
number of units set forth on the face hereof and the denominator of which
shall be the total number of units of fractional undivided interest
represented by all Certificates of this Series which are outstanding at such
time.
The Depositor hereby grants and conveys all of its right, title
and interest in and to the Trust to the extent of the fractional undivided
interest represented hereby to the registered holder of this Certificate
subject to and in pursuance of the Indenture, all of the terms, conditions and
covenants of which are incorporated herein as if fully set forth at length.
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<PAGE>
The registered holder of this Certificate is entitled at any time
upon tender of this Certificate to the Trustee at its corporate trust office
in the City of New York, and upon payment of any tax or other governmental
charges, to receive on the seventh calendar day following the day on which
such tender is made, or, if such calendar day is not a business day, on the
first business day prior to such calendar day, an amount in cash equal to the
evaluation of the fractional undivided interest in the Trust evidenced by this
Certificate, upon the basis provided for in the Indenture. The right of
redemption may be suspended and the date of payment may be postponed for any
period during which the New York Stock Exchange is closed or trading on the
Exchange is restricted, or for any period during which an emergency exists so
that disposal of the obligations held in the Trust is not reasonably
practicable or it is not reasonably practicable fairly to determine the value
of such obligations or for such other periods as the Securities and Exchange
Commission may by order permit.
The Trustee is irrevocably authorized in its discretion, in lieu
of redeeming this Certificate if tendered for redemption, to sell this
Certificate in the over-the-counter market or by private sale for the account
of the Certificateholder at a price which will return to the Certificateholder
an amount in cash, net after deducting brokerage commissions, transfer taxes
and other charges, equal to or in excess of the redemption price for this
Certificate. In the event of any such sale the Trustee shall pay the net
proceeds thereof to the Certificateholder on the day he would otherwise be
entitled to receive payment of the redemption price.
Interest received by the Trustee as part of the Trust (including
interest accrued and unpaid prior to the day of deposit of any obligation in
the Trust and that part of the proceeds of the sale, liquidation, redemption
or maturity of any such obligation which represents accrued interest) shall be
credited by the Trustee to the Interest Account. The fractional undivided
interest represented by this Certificate in the balance in the Interest
Account (after the deductions referred to below) shall first be computed and
paid to all Certificateholders as of __________, 19__. The next computation
shall be made as of __________, 19__, and thereafter as of the first day of
June and December of each year commencing with the first such day following
the date of this Certificate.
An amount equal in cash to the fractional undivided interest in
the Interest Account (on the basis set forth below) computed as set forth
above, shall be distributed on the 15th day of the respective months, or
within a reasonable period of time thereafter, to the registered holder of
this Certificate at the close of business on the first day of the month in
which such distribution is made.
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<PAGE>
The Trustee shall make semi-annual distributions from the Interest
Account on the basis of one-half of the estimated annual interest income
expected by the Trustee to be received by the Trust in the ensuing twelve
month period, after deduction of the estimated costs and expenses to be
incurred during such period, except as otherwise hereafter provided. To the
extent cash in the Interest Account is insufficient for any distribution the
Trustee shall advance its own funds sufficient therefore and shall be entitled
to reimbursement, without interest, out of interest received by the Trust
subsequent to such advance. The estimated annual interest income expected by
the Trustee to be received by the Trust shall be recomputed by the Trustee
whenever Bonds in the Trust mature, are redeemed, retired, sold or replaced.
All moneys (other than interest) received by the Trustee, as part
of the Trust (including amounts received from the sale, liquidation,
redemption or maturity of any obligation held in the Trust) shall be credited
by the Trustee to a separate Principal Account. The fractional undivided
interest represented by this Certificate in the cash balance in the Principal
Account (after the deductions referred to below) shall be computed as of the
first day of June and December of each year, commencing __________, 19__. An
amount in cash equal to the fractional undivided interest in the Principal
Account, computed as set forth above, shall be distributed on the fifteenth
day of the respective months, or within a reasonable time thereafter, to the
registered holder of this Certificate at the close of business on the first
day of such month. The Trustee shall not be required to make a distribution
from the Principal Account unless the cash balance on deposit therein
available for such distribution shall be sufficient to permit the distribution
of at least $1.00 per Unit.
Distributions from the Interest and Principal Accounts shall be
made to the registered holder hereof by check mailed to the address of such
holder appearing in the registration books of the Trustee.
From time to time deductions shall be made from the Interest
Account and Principal Account, as more fully set forth in the Indenture, for
redemptions, compensation of the Trustee, compensation of the Evaluator,
reimbursement of certain expenses incurred by or on behalf of the Trustee,
certain legal and auditing expenses, and payment of, or the establishment of a
reserve for, applicable taxes, if any.
Within a reasonable period of time after the end of each calendar
year the Trustee shall furnish to the registered holder of this Certificate a
statement setting forth, among other things, the amounts received and
deductions therefrom and the amounts distributed during the preceding year in
respect of
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<PAGE>
interest on, sales, redemptions or maturities of, obligations
held in the Trust.
This Certificate shall be transferable by the registered holder
hereof by presentation and surrender hereof at the corporate trust office of
the Trustee properly endorsed on the reverse hereof or accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Trustee and executed by the registered holder hereof or his authorized
attorney. Certificates of this Series are interchangeable for one or more
Certificates in an equal aggregate number of Units of fractional undivided
interest at the corporate trust office of the Trustee, in denominations of a
single Unit of fractional undivided interest or any multiple thereof.
The holder of this Certificate, by virtue of the acceptance hereof,
assents to and shall be bound by the terms of the Indenture, a copy of which
is on file and available for inspection at the corporate trust office of the
Trustee, to which reference is made for all the terms, conditions and
covenants thereof.
The Trustee may deem and treat the person in whose name this
Certificate is registered upon the books of the Trustee as the owner hereof
for all purposes and the Trustee shall not be affected by any notice to the
contrary.
The Indenture and the trust created thereby shall terminate upon the
maturity, redemption, sale or other disposition of the last security held
thereunder, provided, however, that in no event shall the Indenture and the
trust continue beyond the end of the calendar year preceding the fiftieth
anniversary of the execution of the Indenture. The Indenture also provides
that the Trust may be terminated at any time by the written consent of the
holders of Certificates representing 100% of the Units outstanding and under
certain circumstances which include a decrease in the value of the Trust to
less than 40% of the initial aggregate principal amount of the securities
deposited in the Trust. Upon any termination the Trustee shall fully liquidate
the securities then held, if any, and distribute pro rata the funds then held
in the Trust upon surrender of the Certificates, all in the manner provided in
the Indenture. Upon termination, the Trustee shall be under no further
obligation with respect to the Trust, except to hold the funds in trust
without interest until distribution as aforesaid and shall have no duty upon
any such termination to communicate with the holder hereof other than by mail
at the address of such holder appearing on the registration books of the
Trustee.
This Certificate shall not become valid or binding for any purpose
until properly executed by the Trustee under the Indenture.
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<PAGE>
IN WITNESS WHEREOF, Bear, Stearns & Co. has caused this
Certificate to be executed in facsimile in its partnership name by a General
Partner and Bradford Trust Company, as Trustee, has caused this Certificate to
be executed in its corporate name by an authorized officer.
Date: BEAR, STEARNS & CO.,
Depositor
______________________________________
BRADFORD TRUST COMPANY,
Trustee
By____________________________________
Authorized Officer
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<PAGE>
FORM OF ASSIGNMENT
For Value Received _________________________________ hereby sells,
assigns and transfers unto _____________________ the within Certificate and
does hereby irrevocably constitute and appoint
________________________________ attorney, to transfer the within Certificate
on the books of the Trustee, with full power of substitution in the premises.
Date:
____________________________________________
Notice: The signature(s) to this assignment must correspond with the
name(s) as written above upon the face of this Certificate in every
particular, without alteration or enlargement or any change whatever.
Statement Regarding Distributions
- ---------------------------------
This Certificate by its terms provides that distributions from the
Interest Account shall first be computed as of _______________, 19__, and
thereafter as of the first day of June and December of each year, and an
amount in cash equal to the share of the Interest Account represented by this
Certificate distributed on the fifteenth day of the respective months next
following such computations, or within a reasonable period of time thereafter,
to the registered holder of this Certificate at the close of business on the
first day of the month in which the distribution is made.
If monthly distributions have been selected, the fractional
undivided interest represented by this Certificate in the balance in the
Interest Account, after the first distribution and after the deductions
referred to in the Certificate, will be computed monthly as of the first day
of each month of each year, commencing with _______________ 1, 19__, and an
amount in cash as thus computed will be distributed to the holder hereof at
such date of computation (which also is the Record Date) on or shortly after
the fifteenth day of each month.
All Certificateholders of record as of _______________, 19__,
however, regardless of the plan of distribution selected, will receive the
distribution to be made on or shortly after _______________ 15, 19__, and
thereafter, distributions will be made monthly or semi-annually, depending
upon the plan of distribution, chosen by the holder hereof.
The plan of distribution chosen by the registered holder hereof
may be changed by written notice to the Trustee not later than November 1 in
any calendar year by surrender to the
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<PAGE>
Trustee of this Certificate, together with a completed form for selection of
plan of distribution provided by the Trustee. A plan of distribution shall
continue in effect until changed as herein provided. A change in a plan of
distribution may only be made as indicated herein and will be effective as of
December 2 for the ensuing twelve months. Distributions to Certificateholders
who are participating in one of the optional plans for distribution of
interest shall not be affected because of advancements of the Trustee for the
purpose of equalizing distributions to Certificateholders participating in a
different plan.
[end of certificate]
ARTICLE II Deposit of Bonds; Declaration
of Trust; Form and Issuance of
Certificates
Section 2.1 Deposit of Bonds: The Depositor, concurrently with the
execution and delivery of the Reference Trust Agreement, has deposited with
the Trustee in trust the Bonds listed in Schedule A to the Reference Trust
Agreement in bearer form or registered in the name of the Trustee, or its
nominee, or duly endorsed in blank or accompanied by all necessary instruments
of assignment and transfer in proper form to be held, managed and applied by
the Trustee as herein provided.
Section 2.2 Declaration of Trust: The Trustee declares that it
holds and will hold the Trust as Trustee in trust upon the trusts herein set
forth for the use and benefit of all present and future Certificateholders.
Section 2.3 Issue of Certificates: The Trustee hereby acknowledges
receipt of the deposit referred to in Section 2.1, and simultaneously with the
receipt of said deposit, has executed Certificates substantially in the from
above recited representing the ownership of the number of Units specified in
Part II of the Reference Trust Agreement.
Section 2.4 Form of Certificates: Each Certificate referred to in
Section 2.3 is, and each Certificate hereafter issued shall be, in
substantially the form hereinabove recited, numbered serially for
identification, in fully registered form, transferable only on the books of
the Trustee as herein provided, executed manually by an authorized officer of
the Trustee.
Section 2.5 Certain Contracts Satisfactory: The
Depositor approves as satisfactory in form and substance the
contracts to be entered into or assumed by the Trustee with
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<PAGE>
regard to any Bonds listed in Schedule A to the Reference Trust Agreement and
authorizes the Trustee on behalf of the Trust to enter into or assume such
contracts and otherwise to carry out the terms and provisions thereof in order
to complete the purchase of the Bonds covered thereby.
ARTICLE III
Administration of Trust
Section 3.1 Initial Cost: The cost of the initial preparation,
printing and execution of the Certificates and this Indenture, the initial
fees of the Trustee and its counsel, and the initial fees of the Evaluator and
other reasonable expenses in connection therewith, shall be paid by the
Depositor, provided, however, that the liability on the part of the Depositor
for such initial costs, fees and expenses shall not include any fees, costs or
other expenses incurred in connection herewith after the execution of this
Indenture and the deposit referred to in Section 2.1.
Section 3.2 Interest Account: The Trustee shall collect the
interest on the Bonds as it becomes payable (including all interest accrued
but unpaid prior to the date of deposit of the Bonds in trust and including
that part of the proceeds of the sale, liquidation, redemption or maturity of
any Bonds which represents accrued interest thereon and including all moneys
representing penalties for the failure to make timely payments on the Bonds,
or as liquidated damages for default or breach of any condition or term of the
Bonds or of any instrument underlying such Bonds) and credit such interest to
a separate account to be known as the "Interest Account".
Section 3.3 Principal Account: (a) The Bonds and all moneys
(except moneys held by the Trustee pursuant to subsection (b) hereof), other
than amounts credited to the Interest Account, received by the Trustee in
respect of the Bonds shall be credited to a separate account to be known as
the "Principal Account".
(b) Moneys and/or irrevocable letters of credit required to
purchase Contract Bonds or deposited to secure such purchase or hereby
declared to be held specially by the Trustee for such purchase shall not be
deemed to be part of the Principal Account until (i) the Bonds are delivered,
at which time such moneys and letters of credit shall be returned by the
Trustee to the Depositor or (ii) the Depositor has notified the Trustee that
such contracts have failed, at which time such moneys and letters of credit
shall be credited to the Principal Account.
Section 3.4 Reserve Account: From time to time the
Trustee shall withdraw from the cash on deposit in the Interest
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<PAGE>
Account or the Principal Account such amounts as it, in its sole discretion,
shall deem requisite to establish a reserve for any applicable taxes or other
governmental charges that may be payable out of or by the Trust. Such amounts
so withdrawn shall be credited to a separate account which shall be known as
the "Reserve Account". The Trustee shall not be required to distribute to the
Certificateholders any of the amounts in the Reserve Account; provided,
however, that if it shall, in its sole discretion, determine that such amounts
are no longer necessary for payment of any applicable taxes or other
governmental charges, then it shall promptly deposit such amounts in the
appropriate account from which withdrawn or, if the Trust has been terminated
or is in the process of termination, the Trustee shall distribute to each
Certificateholder such holder's interest in the Reserve Account in accordance
with Section 9.2.
Section 3.5 Distributions: On or before each Record
Date, the Trustee shall:
(a) deduct from the Interest Account or, to the extent funds are
not available in such Account, from the Principal Account, and pay to
itself individually the amounts that it is at the time entitled to
receive pursuant to Section 6.4 or pursuant to this Section 3.5;
(b) deduct from the Interest Account, or, to the extent funds are
not available in such Account, from the Principal Account, and pay to
the Evaluator the amount that it is at the time entitled to receive
pursuant to Section 4.2;
(c) deduct from the Interest Account, or, to the extent funds are
not available in such Account, from the Principal Account, and pay an
amount equal to the unpaid fees and expenses, if any, of counsel
pursuant to Section 3.9 as certified to it by the Depositor.
On each semi-annual Payment Date or within a reasonable period of
time thereafter, the Trustee shall distribute by mail to each
Certificateholder of record at the close of business on the preceding Record
Date, at the post office address appearing on the registration books of the
Trustee, such holder's pro rata share of the balance in the Interest Account
computed as of the Record Date on the basis of one-half of the estimated
annual interest income to the Trust for the ensuing twelve months, after
deduction of the estimated costs and expenses to be incurred during such
period.
In the event the amount on deposit in the Interest Account on a
semi-annual Payment Date is not sufficient for the payment of the amount of
interest to be distributed on the basis of the aforesaid computation, the
Trustee shall advance out of
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<PAGE>
its own funds and cause to be deposited in and credited to the Interest
Account such amount as may be required to permit payment of the interest
distribution to be made on such Payment Date and shall be entitled to be
reimbursed, without interest, out of interest received by the Trust on the
first Record Date following the date of such advance on which such
reimbursement may be made without reducing the amount in the Interest Account
to an amount less than that required for the next ensuing interest
distribution.
In lieu of the semi-annual distributions of interest provided
above, a Certificateholder may elect to receive monthly payments from the
Interest Account. Certificateholders desiring to receive monthly distributions
and who purchase their Certificates prior to the Record Date for the first
distribution may elect at the time of purchase to receive distributions on a
monthly basis by notice to the Trustee. Such notice shall be effective with
respect to subsequent distributions until changed by further notice to the
Trustee. In October of each year after the initial public offering of the
Units, the Trustee shall furnish each Certificateholder a card to be returned
to the Trustee by November 1 of such year if the Certificateholder wishes to
change his plan of distribution. Those wishing to change shall so indicate on
the card and return it to the Trustee and accompany the card by the surrender
of the Certificate to which it relates. Changes may be made only as herein
provided and will become effective as of the following December 2 to continue
until further notice.
For monthly distributions, the share of the balance in the
Interest Account to be distributed to a Certificateholder who has elected to
receive monthly distributions, after the first distribution, shall be computed
as of each monthly Record Date, and distribution made as provided herein on or
shortly after the fifteenth day of the month of computation to the
Certificateholder of record on such date of computation. Such computation
shall be made on the basis of one-twelfth of the estimated annual interest
income to the Trust for the ensuing twelve months for the account of
Certificateholders who have elected to receive monthly distributions, after
deduction of the estimated costs and expenses to be incurred on behalf of such
Certificateholders during the twelve month period for which such interest
income has been estimated.
To the extent practicable, the Trustee shall allocate the expenses
of the Trust among Units, giving effect to differences in administrative and
operational cost among those who have chosen to receive distributions monthly
and semi-annually.
in the event the amount on deposit in the Interest
Account for a monthly distribution is not sufficient for the
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<PAGE>
payment of the amount of interest to be distributed to Certificateholders
participating in such distribution on the basis of the aforesaid computation,
the Trustee shall advance out of its own funds and cause to be deposited in
and credited to the Interest Account such amounts as may be required to permit
payment of the monthly interest distribution to be made as aforesaid and shall
be entitled to be reimbursed, without interest, out of interest received by
the Trust subsequent to the date of such advance and subject to the condition
that the funds in or available for the Interest Account will not be reduced in
an amount less than required for the next ensuing distribution of interest.
Distributions to Certificateholders who are participating in either of the
optional plans for distribution of interest shall not be affected because of
advancements by the Trustee for the purpose of equalizing distributions to
Certificateholders participating in the other plan.
On each semi-annual Payment Date or within a reasonable period of
time thereafter, the Trustee shall distribute by mail to each
Certificateholder of record at the close of business on the preceding Record
Date, at the post office address appearing on the registration books of the
Trustee, such holder's pro rata share of the cash balance of the Principal
Account computed as of the Record Date. The Trustee shall not be required to
make a distribution from the Principal Account unless the cash balance on
deposit therein available for distribution shall be sufficient to permit
distribution of at least $1.00 per Unit.
Principal and accrued interest attributable to Contract Bonds,
which contracts the Depositor shall have declared by written notice to the
Trustee to be failed contracts, shall be distributed at the next monthly
Payment Date which is more than thirty days after the receipt of such notice
by the Trustee or at such earlier time and in such manner as the Trustee in
its sole discretion deems to be in the best interest of the
Certificateholders.
The amounts to be distributed to each Certificateholder shall be
that pro rata share of the cash balance of the Interest and Principal
Accounts, computed as set forth above, as shall be represented by the Units
evidenced by the outstanding Certificate or Certificates registered in the
name of such Certificateholder.
In the computation of each such share, fractions of less than one
cent shall be omitted. After any such distribution provided for above, any
cash balance remaining in the Interest Account or the Principal Account shall
be held in the same manner as other amounts subsequently deposited in each
such accounts, respectively.
For the purpose of distribution, as herein provided,
the holders of record on the registration books of the Trustee at
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<PAGE>
the close of business on each Record Date shall be conclusively entitled to
such distribution, and no liability shall attach to the Trustee by reason of
payment to any such registered Certificateholder of record. Nothing herein
shall be construed to prevent the payment of amounts from the Interest Account
and the Principal Account to individual Certificateholders by means of one
check, draft or other proper instrument, provided that the appropriate
statement of such distribution shall be furnished therewith as provided in
Section 3.6 hereof.
Section 3.6 Distribution Statements: With each distribution from
the Interest or Principal Accounts the Trustee shall set forth, either in the
instrument by means of which payment of such distribution is made or in an
accompanying statement the amount being distributed from each such account
expressed as a dollar amount per Unit.
In the event that the issuer of any of the Bonds shall fail to
make payment when due of any interest or principal and such failure results in
a change in the amount which would otherwise be paid as a distribution of
interest the Trustee shall, with the first such distribution to each
Certificateholder following such failure, set forth in an accompanying
statement (a) the name of the issuer and the Bond, (b) the amount of the
reduction in the distribution per Unit resulting from such failure, (c) the
percentage of the aggregate principal amount of Bonds which such Bond
represents, and (d) to the extent then determined, information regarding any
disposition or legal action with respect to such Bonds.
Within a reasonable period of time after the last business day of
each calendar year, the Trustee shall furnish to each person who at any time
during such calendar year was a Certificateholder a statement setting forth,
with respect to such calendar year:
(A) as to the Interest Account:
(1) the amount of interest received on the Bonds,
(2) the amounts paid for redemptions of Units
pursuant to Section 5.2,
(3) the deductions for applicable taxes and fees
and expenses of the Trustee, the Evaluator and counsel
pursuant to Section 3.9, and
(4) the balance remaining after such distributions and
deductions, expressed both as a total dollar amount and as a
dollar amount per Unit outstanding on the last business day of
such calendar year;
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<PAGE>
(B) as to the Principal Account:
(1) the date and the net proceeds received from the sale,
maturity, liquidation or redemption of any of the Bonds, excluding
any portion thereof credited to the Interest Account,
(2) the amounts paid for redemptions of Units
pursuant to Section 5.2,
(3) the deductions for payment of applicable
taxes and fees and expenses of the Trustee, the
Evaluator and counsel pursuant to Section 3.9, and
(4) the balance remaining after such distributions and
deductions, expressed both as a total dollar amount and as a
dollar amount per Unit outstanding on the last business day of
such calendar year; and
(C) the following information:
(1) a list of the Bonds disposed of during such calendar
year and a list of the Bonds as of the last business day of such
calendar year,
(2) the number of Units outstanding on the last
business day of such calendar year,
(3) the Net Asset Value per Unit based on the last Trust
Evaluation made during such calendar year, and
(4) the amounts actually distributed to Certificateholders
during such calendar year from the Interest and Principal
Accounts, separately stated, expressed both as total dollar
amounts and as dollar amounts per Unit outstanding on the Record
Dates for such distributions and the status of such distributions
for Federal income tax purposes.
Section 3.7 Sale of Bonds: In order to maintain the sound
investment character of the Trust, the Depositor may direct the Trustee to
sell or liquidate Bonds at such prices and times and in such manner as shall
be determined by the Depositor, provided that the Depositor has determined
that any one or more of the following conditions exist:
(a) that there has been a default on such Bonds in the
payment of principal or interest when due and payable;
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<PAGE>
(b) that any action or proceeding has been instituted at law or in
equity seeking to restrain or enjoin the payment of principal or
interest on any such Bond or that there exists any other legal question
or impediment affecting such Bonds or the payment of principal or
interest thereon;
(c) that there has occurred any breach of covenant or warranty in
any trust indenture or other document relating to the issuer or
guarantor of the Bonds which would adversely affect either immediately
or contingently the payment of debt service on such Bonds, or their
general credit standing, or otherwise impair the sound investment
character of such Bonds;
(d) that there has been a default in the payment of principal of
or interest on any other outstanding obligations of an issuer or
guarantor of such Bonds;
(e) that in the case of revenue Bonds, the revenues and income of
the facility or project or other special funds expressly charged and
pledged for debt service on any such Bonds shall fall substantially
below the estimated revenues or income calculated by the engineers or
other proper officials charged with the acquisition, construction or
operation of such facility or project, so that, in the opinion of the
Depositor, the retention of such Bonds would be detrimental to the sound
investment character of the Trust and to the interests of the
Certificateholders; or
(f) that the price of any such Bonds has declined to such an
extent, or such other market or credit factor exists, that in the
opinion of the Depositor the retention of such Bonds would be
detrimental to the interests of the Certificateholders.
Upon receipt of such direction from the Depositor, upon which the
Trustee shall rely, the Trustee shall proceed to sell the specified Bonds in
accordance with such direction. The Trustee shall not be liable or responsible
in any way for depreciation or loss incurred by reason of any sale made
pursuant to any such direction, or by reason of the failure of the Depositor
to give any such direction, and in the absence of such direction the Trustee
shall have no duty to sell any Bonds under this Section 3.7 except to the
extent otherwise required by Section 3.10 of this Indenture. All proceeds from
the disposition of Bonds pursuant to this Section 3.7 which represent accrued
interest thereon shall be deposited in the Interest Account and the balance
thereof in the Principal Account and shall thereafter be distributed in
accordance with Section 3.5.
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<PAGE>
Section 3.8 Refunding Bonds: In the event that an offer shall be
made to issue new securities in exchange or substitution for any issue of
Bonds pursuant to a plan for the refunding or refinancing of such Bonds, or an
exchange offer therefor; or tenders of Bonds for sinking fund or other cash
redemptions shall be solicited, the Depositor shall instruct the Trustee in
writing to reject such offer and either to hold or sell such Bonds, except
that if (1) the issuer is in default with respect to such Bonds or (2) in the
opinion of the Depositor, given in writing to the Trustee, the issuer will
probably default with respect to such Bonds in the reasonably foreseeable
future, the Depositor shall instruct the Trustee in writing to accept or
reject such offer to take any other action with respect thereto as the
Depositor may deem proper. Any security so received in exchange shall be
deposited hereunder and shall be subject to the terms and conditions of this
Indenture to the same extent as the Bonds originally deposited hereunder.
Within five days after such deposit, notice of such exchange and deposit shall
be given by the Trustee to each Certificateholder, including an identification
of the Bonds eliminated and the Bonds substituted therefor.
Section 3.9 Counsel: The Depositor may employ from time to time as
it may deem necessary a firm of attorneys for any legal services that may be
required in connection with the disposition of Bonds pursuant to Section 3.7
or the substitution of any securities for Bonds as the result of any refunding
permitted under Section 3.8. The fees and expenses of such counsel shall be
paid by the Trustee from the Interest and Principal Accounts as provided for
in Section 3.5(c) hereof.
Section 3.10 Notice and Sale by Trustee: If at any time the
principal of or interest on any of the Bonds shall be in default and not paid
or provision for payment thereof shall not have been duly made, the Trustee
shall notify the Depositor thereof. If within thirty days after such
notification the Depositor has not given any instruction in writing to sell or
to hold or has not taken any other action in connection with such Bonds, the
Trustee shall sell such Bonds forthwith, and the Trustee shall not be liable
or responsible in any way for depreciation or loss incurred by reason of such
sale.
Section 3.11 Trustee Not to Amortize: Unless required by law,
nothing in this Indenture, or otherwise, shall be construed to require the
Trustee to make any adjustments between the Interest and Principal Accounts by
reason of any premium or discount in respect of any of the Bonds.
Section 3.12 Action by Trustee Regarding Bonds: In the event that
the Trustee shall have been notified at any time of any actio to be taken or
proposed to be taken by holders of the Bonds (including but not limited to the
making of any demand,
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direction, request, giving of any notice, consent or waiver or the voting with
respect to any amendment or supplement to any indenture or other instrument
under or pursuant to which the Bonds have been issued) the Trustee shall
promptly notify the Depositor and shall thereupon take such action or refrain
from taking such action as the Depositor shall in writing direct; provided,
however, that if the Depositor shall not within five business days of the
giving of such notice to the Depositor direct the Trustee to take or refrain
from taking any action, the Trustee shall take such action as it, in its sole
discretion, shall deem advisable. Neither the Depositor nor the Trustee shall
be liable to any person for any action or failure to take action with respect
to this Section 3.12.
Section 3.13 Notice of Change in Principal Account: The Trustee
shall give prompt written notice to the Depositor and the Evaluator of all
amounts credited to or withdrawn from the Principal Account pursuant to any
provisions of this Article III, and the balance of such account after giving
effect to such credit or withdrawal.
ARTICLE IV
Evaluation of Bonds; Evaluator
Section 4.1 Evaluation of Bonds: The Evaluator shall determine
separately and promptly furnish to the Trustee and the Depositor upon request
the value of each issue of Bonds (treating separate maturities of Bonds as
separate issues) as of the close of trading on the New York Stock Exchange on
the bid side of the market on the days on which the Trust Evaluation is
required by Section 5.1, and, in addition, as of the close of trading on the
New York Stock Exchange on the offering side of the market until such time as
the Evaluator and the Trustee have been informed by the Depositor that the
initial public offering has been completed and thereafter if the secondary
market for the Units is maintained based on offering side values, such
additional evaluation being made as of the last business day of each calendar
week effective for transactions during the following week commencing with the
week after the initial public offering has been completed. If the Bonds are
listed on a national securities exchange, the current bid or offering side
evaluation shall be determined on the basis of the closing sale price on such
exchange (unless the Evaluator deems such price inappropriate as a basis for
valuation). If the Bonds are not so listed or, if so listed and the principal
market therefor is other than on such exchange or there is no such closing
sale price available, the current bid or offering price evaluation shall be
based on the closing sale prices of such Bonds on the over-the-counter market
(unless the Evaluator deems such prices inappropriate as a basis for
valuation), or, if no such closing
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sale prices are available (i) on the basis of current bid or offering prices
for the Bonds, (ii) if bid or offering prices are not available for any Bonds,
on the basis of current bid or offering prices for comparable obligations,
(iii) by determining the value of the Bonds on the bid or offering side of the
market by appraisal or (iv) by any combination of the above.
For each evaluation, the Evaluator shall also determine and
furnish to the Trustee and the Depositor the aggregate of (a) the value of all
Bonds on the basis of such evaluation and (b) on the basis of the information
furnished to the Evaluator by the Trustee pursuant to Section 3.13, cash on
hand in the Trust.
For the purpose of this Section 4.1, the Evaluator may obtain
current bid or offering prices for the obligations from investment dealers or
brokers (including the Depositor) that customarily deal in tax-exempt
obligations or from any other reporting service or source of information which
the Evaluator deems appropriate.
Section 4.2 Compensation of Evaluator: As compensation for its
services hereunder, the Evaluator shall be paid the fee specified in Part II
of the Reference Trust Agreement, provided that if at any time the fee of the
Trustee shall have been increased pursuant to Section 6.4, the compensation of
the Evaluator shall at the same time be ratably increased.
Section 4.3 Liability of Evaluator: The Trustee, the Depositor and
the Certificateholders may rely on any evaluation furnished by the Evaluator
and shall have no responsibility for the accuracy thereof. The determinations
made by the Evaluator hereunder shall be made in good faith upon the basis of
the best information available to it. The Evaluator shall be under no
liability to the Trustee, the Depositor or the Certificateholders for errors
in judgment or any action taken in good faith, provided, however, that this
provision shall not protect the Evaluator against any liability to which it
would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties hereunder.
Section 4.4 Resignation, Removal and Other Matters: (a) The
Evaluator may resign and be discharged hereunder, by executing an instrument
in writing resigning as the Evaluator and filing the same with the Depositor
and the Trustee not less than sixty days before the date specified in such
instrument when, subject to Section 4.4(c), such resignation is to take
effect. Upon receiving such notice of resignation, the Depositor and the
Trustee shall use their best efforts to appoint a successor Evaluator having
qualifications and at a rate of compensation satisfactory to the Depositor and
the Trustee. Such appointment
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shall be made by written instrument executed by the Depositor and the Trustee,
in duplicate, one copy of which shall be delivered to the resigning Evaluator
and one copy to the successor Evaluator. The Depositor or the Trustee may
remove the Evaluator at any time upon thirty days' written notice and appoint
a successor Evaluator having qualifications and at a rate of compensation
satisfactory to the Depositor and the Trustee. Such appointment shall be made
by written instrument executed by the Depositor and the Trustee, in duplicate,
one copy of which shall be delivered to the Evaluator so removed and one copy
to the successor Evaluator. Notice of such resignation or removal and
appointment of a successor Evaluator shall be mailed by the Trustee to each
Certificateholder.
(b) If the Evaluator resigns and no successor Evaluator shall have
been appointed and have accepted appointment within thirty days after receipt
of the notice of resignation by the Depositor and the Trustee, the Evaluator
may forthwith apply to a court of competent jurisdiction for the appointment
of a successor Evaluator. Such court may thereupon, after such notice, if any,
as it may deem proper, appoint a successor Evaluator.
(c) Any successor Evaluator appointed hereunder shall execute,
acknowledge and deliver to the Depositor and the Trustee an instrument
accepting such appointment hereunder, and such successor Evaluator without any
further act, deed or conveyance shall become vested with all of the rights,
powers, duties and obligations of its predecessor hereunder with like effect
as if originally named the Evaluator herein and shall be bound by all the
terms and conditions of this Indenture. Any resignation or removal of the
Evaluator and appointment of a successor Evaluator pursuant to this Section
4.4 shall become effective upon such acceptance of appointment.
(d) Any corporation into which the Evaluator hereunder may be
merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation to which the Evaluator hereunder shall be a party,
shall be the successor Evaluator under this Indenture without the execution or
filing of any paper, instrument or further act to be done on the part of the
parties hereto, anything herein, or in any agreement relating to such merger
or consolidation, by which the Evaluator may seek to retain certain powers,
rights and privileges theretofore obtaining for any period of time following
such merger or consolidation, to the contrary notwithstanding.
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ARTICLE V
Trust Evaluation; Redemption, Purchase,
Transfer, Interchange or Replacement of Certificates
Section 5.1 Trust Evaluation: The Trustee shall make an evaluation
of the Trust (herein called a "Trust Evaluation") as of the closing of trading
on the New York Stock Exchange, (i) on the last business day of each of the
months of December and June, (ii) on the day on which any Unit is tendered for
redemption unless such tender shall occur subsequent to the close of trading
on the New York Stock Exchange, in which event on the business day next
following such day, and (iii) on any other day desired by the Trustee or
requested by the Depositor. Each Trust Evaluation shall take into account and
itemize separately:
(1) the cash on hand in the Trust (other than cash declared held
specially for purchase of Contract Bonds) or moneys in the process of
being collected from matured interest coupons or Bonds matured or called
for redemption prior to maturity.
(2) the value of each issue of the Bonds (including Contract
Bonds) on the bid side of the market as determined by the Evaluator
pursuant to Section 4.1, and
(3) accrued but unpaid interest on the Bonds.
For each such Trust Evaluation there shall be deducted from the sum of the
above:
(1) amounts representing any applicable taxes or governmental
charges payable out of the Trust and for which no deductions shall have
previously been made for the purpose of addition to the Reserve Account,
(2) amounts representing accrued expenses of the Trust including
but not limited to unpaid fees and expenses (including legal and
auditing expenses) of the Trustee, the Evaluator and counsel pursuant to
Section 3.9 on or prior to the date of evaluation, and
(3) cash held for distribution to Certificateholders of record as
of a date prior to the evaluation then being made.
The value of the pro rata share of each Unit determined on the basis of any
such Trust Evaluation is referred to herein as the "Net Asset Value" per Unit.
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Section 5.2 Redemptions by Trustee; Purchases by Depositor: Any
Certificate tendered for redemption by a Certificateholder or his duly
authorized attorney to the Trustee at its corporate trust office, or any Plan
Unit tendered to the Trustee for redemption by the registered holder thereof
pursuant to the Redemption Form, shall be redeemed by the Trustee on the
seventh calendar day following the day on which tender for redemption is made,
provided that if such day of redemption is not a business day, then such
Certificate shall be redeemed on the first business day prior thereto (such
seventh calendar day or first business day prior thereto being herein called
the "Redemption Date"). Subject to payment by such Certificateholder of any
tax or other governmental charges which may be imposed thereon, such
redemption is to be made by payment on the Redemption Date of cash equivalent
to the Net Asset Value per Unit or Plan Unit determined by the Trustee as of
the closing of trading on the New York Stock Exchange, on the date of tender,
multiplied by the number of Units represented by such Certificate or
Redemption Form (herein called the "Redemption Price"). Certificates or
Redemption Forms received for redemption by the Trustee on any day after the
close of trading on the New York Stock Exchange will be held by the Trustee
until the next day on which the New York Stock Exchange is open for trading
and will be deemed to have been tendered on such day for redemption at the
Redemption Price computed on that day.
The Trustee may in its discretion, and shall when so directed by
the Depositor in writing, suspend the right of redemption or postpone the date
of payment of the Redemption Price for more than seven calendar days following
the day on which tender for redemption is made:
(1) for any period during which the New York Stock Exchange is
closed other than customary weekend and holiday closings or during which
trading on the New York Stock Exchange is restricted;
(2) for any period during which an emergency exists as a result of
which disposal by the Trust of the Bonds is not reasonably practicable
or it is not reasonably practicable fairly to determine in accordance
herewith the value of the Bonds; or
(3) for such other periods as the Securities and
Exchange Commission may by order permit,
and the Trustee shall not be liable to any person or in any way for any loss
or damage which may result from any such suspension or postponement.
Not later than the close of business on the day of
tender of a Certificate or Redemption Form for redemption by a
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Certificateholder other than the Depositor, the Trustee shall notify the
Depositor of such tender. The Depositor shall have the right to purchase such
Certificate or Redemption Form by notifying the Trustee of its election to
make such purchase as soon as practicable thereafter, but in no event
subsequent to the close of business on the second business day after the day
on which such Certificate or Redemption Form was tendered for redemption. Such
purchase shall be made by payment for such Certificate or Redemption Form by
the Depositor to the Certificateholder or Plan Unit holder not later than the
close of business on the Redemption Date of an amount equal to the Redemption
Price which would otherwise be payable by the Trustee to such
Certificateholder or Plan Unit holder.
Any Certificate or Redemption Form so purchased by the Depositor
may, at the option of the Depositor, be tendered to the Trustee for redemption
at the corporate trust office of the Trustee in the manner provided in the
first paragraph of this Section 5.2.
If the Depositor does not elect to purchase any Certificate or
Redemption Form tendered to the Trustee for redemption, or if a Certificate or
Redemption Form is being tendered by the Depositor for redemption, that
portion of the Redemption Price which represents interest shall be withdrawn
from the Interest Account to the extent funds are available. The balance paid
on any redemption, including accrued interest, if any, shall be withdrawn from
the Principal Account to the extent that funds are available for such purpose.
If such available balance shall be insufficient, the Trustee shall sell such
Bonds from among those designated on the current list for such purpose as
provided below and in the manner, in its discretion, as it shall deem
advisable or necessary in order to fund the Principal Account for purposes of
such redemption. Sales of Bonds by the Trustee shall be made in such manner as
the Trustee shall determine, subject to any minimum face amount limitations on
sale which shall have been specified by the Depositor. In the event that funds
are withdrawn from the Principal Account or Bonds are sold for payment of any
portion of the Redemption Price representing accrued interest, the Principal
Account shall be reimbursed when sufficient funds are next available in the
Interest Account for such funds so applied.
The Depositor shall maintain with the Trustee a current list of
Bonds designated to be sold for the purpose of redemption of Certificates or
Redemption Forms tendered for redemption and not purchased by the Depositor,
and for payment of expenses hereunder, provided that if the Depositor shall
for any reason fail to maintain such a list, the Trustee, in its sole
discretion, may designate a current list of Bonds for such purposes. The net
proceeds of any sales of Bonds from such list representing principal shall be
credited to the Principal Account
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and the proceeds of such sales representing accrued interest shall be credited
to the Interest Account.
Neither the Trustee nor the Depositor shall be liable or
responsible in any way for depreciation or loss incurred by reason of any sale
of Bonds made pursuant to this Section 5.2.
Certificates evidencing Units, or Redemption Forms evidencing Plan
Units, redeemed pursuant to this Section 5.2 shall be cancelled by the Trustee
and the Units or Plan Units evidenced by such Certificates or Redemption Forms
shall be terminated by such redemptions. In the event that a Certificate shall
be tendered representing a number of Units greater than those requested to be
redeemed by the Certificateholder, the Trustee shall issue to each
Certificateholder, upon payment of any tax or charges of the character
referred to in the second paragraph to Section 5.3, a new Certificate
evidencing the Units representing the balance of the Certificate so tendered.
Notwithstanding the foregoing provisions of this Section 5.2, the
Trustee is hereby irrevocably authorized in its discretion, in the event that
the Depositor does not elect to purchase any Certificate or Redemption Form
tendered to the Trustee for redemption, or in the event that a Certificate or
Redemption Form is being tendered by the Depositor for redemption, in lieu of
redeeming Units or Plan Units tendered for redemption, to sell such Units or
Plan Units in the over-the-counter market or by private sale for the account
of tendering Unit or Plan Unit holders at prices which will return to the Unit
or Plan Unit holders amounts in cash, net after deducting brokerage
commissions, transfer taxes and other charges, equal to or in excess of the
Redemption Prices which such Unit or Plan Unit holders would otherwise be
entitled to receive on redemption pursuant to this Section 5.2. The Trustee
shall pay to the Unit or Plan Unit holders the net proceeds of any such sale
on the day they would otherwise be entitled to receive payment of the
Redemption Price hereunder.
Section 5.3 Transfer or Interchange of Certificates: A Certificate
may be transferred by the registered holder thereof by presentation and
surrender of such Certificate at the corporate trust office of the Trustee
properly endorsed or accompanied by a written instrument or instruments of
transfer in form satisfactory to the Trustee and executed by the
Certificateholder or his authorized attorney, whereupon a new registered
Certificate or Certificates for the same number of Units executed by the
Trustee and the Depositor will be issued in exchange and substitution
therefor. Certificates issued pursuant to this Indenture are interchangeable
for one or more other Certificates in an equal aggregate number of Units and
all Certificates issued shall be issued in denominations of one Unit or any
multiple thereof as may be requested by the
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Certificateholder. The Trustee may deem and treat the person in whose name any
Certificate shall be registered upon the books of the Trustee as the owner of
such Certificate for all purposes hereunder and the Trustee shall not be
affected by any notice to the contrary, nor be liable to any person or in any
way for so deeming or treating the person in whose name any Certificate shall
be so registered.
A sum sufficient to pay any tax or other governmental charge that
may be imposed in connection with any such transfer or interchange shall be
paid by the Certificateholder to the Trustee. The Trustee may require a
Certificateholder to pay $2.00 for each new Certificate issued on any such
transfer or interchange.
All Certificates cancelled pursuant to this Indenture shall be
disposed of by the Trustee without liability on its part.
Section 5.4 Certificates Mutilated, Destroyed, Stolen or Lost: In
case any Certificate shall become mutilated or be destroyed, stolen or lost,
the Trustee shall execute and deliver a new Certificate in exchange and
substitution therefor upon the holder's furnishing the Trustee with proper
identification and indemnity satisfactory to the Trustee, and complying with
such other reasonable regulations and conditions as the Trustee may prescribe
and paying such expenses as the Trustee may incur. Any mutilated Certificate
shall be duly surrendered and cancelled before any new Certificate shall be
issued in exchange and substitution therefor. Upon the issuance of any new
Certificate a sum sufficient to pay any tax or other governmental charge and
the fees and expenses of the Trustee may be imposed. Any such new Certificate
issued pursuant to this section shall constitute complete and indefeasible
evidence of ownership in the Trust, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.
In the event the Trust has terminated or is in the process of
termination, the Trustee may, instead of issuing a new Certificate in exchange
and substitution for any Certificate which shall have become mutilated or
shall have been destroyed, stolen or lost, make the distributions in respect
of such mutilated, destroyed, stolen or lost Certificate (without surrender
thereof except in the case of a mutilated Certificate) as provided in Section
9.2 hereof if the Trustee is furnished with such security or indemnity as it
may require to save it harmless, and in the case of destruction, loss or theft
of a Certificate, evidence to the satisfaction of the Trustee of the
destruction, loss or theft of such Certificate and of the ownership thereof.
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ARTICLE VI
Trustee; Removal of Depositor
Section 6.1 General Definition of Trustee's Liabilities, Rights
and Duties; Removal of Depositor: In addition to and notwithstanding the other
duties, rights, privileges and liabilities of the Trustee otherwise set forth
herein, the liabilities of the Trustee are further defined as follows:
(a) all moneys deposited with or received by the Trustee hereunder
shall be held by the Trustee without interest in trust as part of the
Trust or the Reserve Account until required to be disbursed in
accordance with the provisions of this Indenture and such moneys will be
segregated by separate recordation on the trust ledgers of the Trustee
so long as such practice preserves a valid preference under applicable
law, or if such preference is not so preserved the Trustee shall handle
such moneys in such other manner as shall constitute the segregation and
holding thereof in trust within the meaning of the Investment Company
Act of 1940.
(b) the Trustee shall be under no liability for any action taken
in good faith on any appraisal, paper, order, list, demand, request,
consent, affidavit, notice, opinion, direction, evaluation, endorsement,
assignment, resolution, draft or other document, whether or not of the
same kind prima facie properly executed, or for the disposition of
moneys, Bonds or Certificates pursuant to this Indenture, or in respect
of any evaluation which the Trustee is required to make or is required
or permitted to have made by others under this Indenture or otherwise
except by reason of its gross negligence, lack of good faith or willful
misconduct, provided that the Trustee shall not in any event be liable
or responsible for any evaluation made by the Evaluator. The Trustee may
construe any of the provisions of this Indenture, insofar as the same
may appear to be ambiguous or inconsistent with any other provisions
hereof, and any construction of any such provisions hereof by the
Trustee in good faith shall be binding upon the parties hereto.
(c) the Trustee shall not be responsible for or in respect of the
recitals herein, the validity or sufficiency of this Indenture or for
the due execution hereof by the Depositor or the Evaluator, or for the
form, character, genuineness, sufficiency, value or validity of any
Bonds (except that the Trustee shall be responsible for the exercise of
due care in determining the genuineness of Bonds delivered to it
pursuant to contracts for the purchase of such Bonds) or for or in
respect of the validity or
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sufficiency of the Certificates or of the due execution thereof by the
Depositor, and the Trustee shall in no event assume or incur any
liability, duty or obligation to any Certificateholder, the Evaluator or
the Depositor other than as expressly provided for herein. The Trustee
shall not be responsible for or in respect of the validity of any
signature by or on behalf of the Depositor or the Evaluator.
(d) the Trustee shall not be under any obligation to appear in,
prosecute or defend any action, which in its opinion may involve it in
expense or liability, unless as often as required, it shall be furnished
with reasonable security and indemnity against such expense or liability
as it may require, and any pecuniary cost of the Trustee from such
actions shall be deductible from and a charge against the Interest and
Principal Accounts. The Trustee shall in its discretion undertake such
action as it may deem necessary at any and all times to protect the
Trust and the rights and interests of the Certificateholders pursuant to
the terms of this Indenture, provided, however, that the expenses and
costs of such actions, undertakings or proceedings shall be reimbursable
to the Trustee from the Interest and Principal Accounts, and the payment
of such costs and expenses shall be secured by a prior lien on the
Trust.
(e) the Trustee may employ agents, attorneys accountants and
auditors and shall not be answerable for the default or misconduct of
any such agents, attorneys, accountants or auditors if such agents,
attorneys, accountants or auditors shall have been selected with
reasonable care. The Trustee shall be fully protected in respect of any
action under this Indenture taken, or suffered, in good faith by it in
accordance with the opinion of counsel. The fees and expenses charged by
such agents, attorneys, accountants or auditors shall constitute an
expense of the Trustee reimbursable from the Interest and Principal
Accounts as set forth in Section 3.5 hereof.
(f) other than as provided in Article VII hereunder, if at any
time the Depositor shall resign or fail to undertake or perform or
become incapable of undertaking or performing any of the duties which by
the terms of this Indenture are required by it to be undertaken or
performed and no express provision is made for action to be taken by the
Trustee in such event, or the Depositor shall be adjudged a bankrupt or
insolvent, or a receiver of such Depositor or of its property shall be
appointed, or any public officer shall take charge or control of such
Depositor or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then in any such case, the
Trustee may do any one or more of the
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following: (1) appoint a successor Depositor who shall act hereunder in
all respects in place of the Depositor, who shall be compensated
semi-annually, at rates deemed by the Trustee to be reasonable under the
circumstances, by deduction from the Interest Account or from the
Principal Account, but no such deduction shall be made exceeding such
reasonable amount as the Securities and Exchange Commission may
prescribe in accordance with Section 26(a)(2)(C) of the Investment
Company Act of 1940; (2) continue to act in the capacity of Trustee
hereunder in its own absolute discretion without appointing any
successor Depositor; or (3) terminate this Indenture and the Trust
created hereby and liquidate the Trust, all in the manner provided in
Section 9.2.
(g) if the value of the Trust as shown by any evaluation by the
Trustee pursuant to Section 5.1 hereof shall be less than the
liquidation amount specified in Part II of the Reference Trust
Agreement, the Trustee may in its discretion, and shall, when so
directed by the Depositor, terminate this Indenture and the Trust
created hereby and liquidate the Trust, all in the manner provided in
Section 9.2.
(h) in no event shall the Trustee be liable for any taxes or other
governmental charges imposed upon or in respect of the Bonds or upon the
interest thereon or upon it as Trustee hereunder or upon or in respect
of the Trust which it may be required to pay under any present or future
law of the United States of America or any other taxing authority having
jurisdiction in the premises. For all such taxes and charges and for any
expenses, including counsel fees, which the Trustee may sustain or incur
with respect to such taxes or charges, the Trustee shall be reimbursed
and indemnified out of the Interest and Principal Accounts of the Trust,
and the payment of such amounts so paid by the Trustee shall be secured
by a prior lien on the Trust.
(i) the Trustee, except by reason of its gross negligence or
willful misconduct, shall not be liable for any action taken or suffered
to be taken by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this
Indenture.
(j) notwithstanding anything in this Indenture to the contrary,
the Trustee is authorized and empowered to enter into any safekeeping
arrangement or arrangements it deems necessary or appropriate for
holding the Bonds then owned by the Trust and the Trustee is authorized
and empowered in its sole right to amend, supplement or terminate any
safekeeping arrangement or arrangements made under this provision.
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Section 6.2 Books, Records and Reports: The Trustee shall keep
proper books of record and account of all the transactions under this
Indenture at its corporate trust office including a record of the name and
address of, and the Certificates issued by the Trust and held by, every
Certificateholder, and such books and records shall be open to inspection by
any Certificateholder at all reasonable times during the usual business hours.
The Trustee shall make such annual or other reports as may from
time to time be required under any applicable state or federal statute or rule
or regulation thereunder.
Section 6.3 Indenture and List of Bonds on File: The Trustee shall
keep a certified copy or duplicate original of this Indenture on file at its
corporate trust office available for inspection at all reasonable times during
the usual business hours by any Certificateholder and the Trustee shall keep
and so make available for inspection a current list of the Bonds.
Section 6.4 Compensation: For services performed under this
Indenture the Trustee shall be paid at the rate per annum set forth in Part II
of the Reference Trust Agreement which shall be computed on the basis of the
greatest principal amount of Bonds in the Trust at any time during the period
with respect to which such compensation is being computed. The Trustee may
from time to time adjust its compensation as set forth above provided that the
total adjustment upward does not, at the time of such adjustment, exceed the
percentage of the total increase, after the date hereof, in consumer prices
for services as measured by the United States Department of Labor Consumer
Price Index entitled "All Services Less Rent", or, if such index shall cease
to be published, then as measured by the available index most nearly
comparable to such index. The consent or concurrence of any Certificateholder
hereunder shall not be required for any such adjustment or increase. Such
compensation shall be charged by the Trustee against the Interest and
Principal Accounts on or before the Payment Date on which such period
terminates; provided, however, that such compensation shall be deemed to
provide only for the usual normal and recurring functions undertaken as
Trustee pursuant to this Indenture.
The Trustee shall charge the Interest and Principal Accounts as
provided for in Section 3.5(a) for any and all expenses, including the fees of
counsel which may be retained by the Trustee in connection with its activities
hereunder, and disbursements incurred hereunder and any extraordinary services
performed by the Trustee hereunder. The Trustee shall be indemnified and held
harmless against any loss or liability accruing to it without negligence, bad
faith or willful misconduct on its part, arising out of or in connection with
the acceptance or administration of this trust, including the costs
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and expenses (including counsel fees) of defending itself against any claim of
liability in the premises. If the cash balances in the Interest and Principal
Accounts shall be insufficient to provide for amounts payable pursuant to this
Section 6.4, the Trustee shall have the power to sell (i) Bonds from the
current list of Bonds designated to be sold pursuant to Section 5.2 hereof, or
(ii) if no such Bonds have been so designated, such Bonds as the Trustee may
see fit to sell in its own discretion, and to apply the proceeds of any such
sale in payment of the amounts payable pursuant to this Section 6.4. The
Trustee shall not be liable or responsible in any way for depreciation or loss
incurred by reason of any sale of Bonds made pursuant to this Section 6.4. Any
moneys payable to the Trustee pursuant to this section shall be secured by a
prior lien on the Trust.
Section 6.5 Removal and Resignation of the Trustee; Successor: The
following provisions shall provide for the removal and resignation of the
Trustee and the appointment of any successor Trustee.
(a) any resignation or removal of the Trustee and appointment of a
successor pursuant to this section shall not become effective until
acceptance of appointment by the successor Trustee as provided in
subsection (b) hereof.
(b) the Trustee or any trustee hereafter appointed may resign and
be discharged of the trust created by this Indenture by executing an
instrument in writing resigning as such Trustee, filing the same with
the Depositor and mailing a copy of a notice of resignation to all
Certificateholders then on record not less than sixty days before the
date specified in such instrument when, subject to Section 6.5(d), such
resignation is to take effect. Upon receiving such notice of
resignation, the Depositor shall use its best efforts to promptly
appoint a successor Trustee as hereinafter provided, by written
instrument, in duplicate, one copy of which shall be delivered to the
resigning Trustee and one copy to the successor Trustee. In case at any
time the Trustee shall become incapable of acting, or shall be adjudged
a bankrupt or insolvent, or a receiver of the Trustee or of its property
shall be appointed, or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purposes of
rehabilitation, conservation, or liquidation, then in any such case the
Depositor may remove the Trustee and appoint a successor Trustee by
written instrument, in duplicate, one copy of which shall be delivered
to the Trustee so removed and one copy to the successor Trustee;
provided that notice of such removal and appointment of a successor
shall be given to each Certificateholder then of record.
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<PAGE>
(c) any successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Depositor and the retiring Trustee an
instrument accepting such appointment hereunder, and such successor
Trustee without any further act, deed or conveyance shall become vested
with all the rights, powers, duties and obligations of its predecessor
hereunder with like effect as if originally named Trustee herein and
shall be bound by all the terms and conditions of this Indenture. Upon
the request of such successor Trustee, the Depositor and the retiring
Trustee shall, upon payment of any amounts due the retiring Trustee or
provision therefor to the satisfaction of such retiring Trustee, execute
and deliver an instrument acknowledged by it transferring to such
successor trustee all the rights and powers of the retiring Trustee; and
the retiring Trustee shall transfer, deliver and pay over to the
successor Trustee all bonds and moneys at the time held by it hereunder,
together with all necessary instruments of transfer and assignment or
other documents properly executed necessary to effect such transfer and
such of the records or copies thereof maintained by the retiring Trustee
in the administration hereof as may be requested by the successor
Trustee, and shall thereupon be discharged from all duties and
responsibilities under this Indenture. The retiring Trustee shall,
nevertheless, retain a lien upon all Bonds and moneys at the time held
by it hereunder to secure any amounts then due the retiring Trustee
hereunder.
(d) in case at any time the Trustee shall resign and no successor
Trustee shall have been appointed and have accepted appointment within
thirty days after notice of resignation has been received by the
Depositor, the retiring Trustee may forthwith apply to a court of
competent jurisdiction for the appointment of a successor Trustee. Such
court may thereupon, after such notice, if any, as it may deem proper
and prescribe, appoint a successor Trustee.
(e) any corporation into which any Trustee hereunder may be merged
or with which it may consolidate, or any corporation resulting from any
merger or consolidation to which any Trustee hereunder shall be a party,
shall be the successor Trustee under this Indenture without the
execution or filing of any paper, instrument or further act to be done
on the part of the parties hereto, anything herein, or in any agreement
relating to such merger or consolidation, by which any such Trustee may
seek to retain certain powers, rights and privileges theretofore
obtaining for any period of time following such merger or consolidation,
to the contrary notwithstanding.
Section 6.6 Qualifications of Trustee: The Trustee,
or any successor thereof, shall be a corporation organized and
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<PAGE>
doing business under the laws of the United States or any state thereof, which
is authorized under such laws to exercise corporate trust powers and having at
all times an aggregate capital, surplus, and undivided profits of not less
than $2,500,000.
ARTICLE VII
Depositor
Section 7.1 Succession: The covenants, provisions and agreements
herein contained shall in every case be binding upon any successor to the
business of the Depositor. In the event of the death, resignation or
withdrawal of any partner of the Depositor or of any successor Depositor which
may be a partnership, the deceased, resigning or withdrawing partner shall be
relieved of all further liability hereunder if at the time of such death,
resignation or withdrawal such Depositor maintains a net worth (determined in
accordance with generally accepted accounting principles) of at least
$1,000,000. In the event of an assignment by any Depositor to a successor
corporation or partnership as permitted by the next following sentence, such
Depositor and, if such Depositor is a partnership, its partners shall be
relieved of all further liability under this Indenture. The Depositor may
transfer all or substantially all of its assets to a corporation or
partnership which carries on the business of the Depositor, it at the time of
such transfer such successor duly assumes all the obligations of the Depositor
under this Indenture and if at such time such successor maintains a net worth
of at least $1,000,000 (determined in accordance with generally accepted
accounting principles).
Section 7.2 Resignation of Depositor: If at any time the Depositor
desires to resign its position as Depositor hereunder, it may resign by
delivering to the Trustee an instrument of resignation executed by the
Depositor. Such resignation shall become effective upon the expiration of
thirty days from the date on which such instrument is delivered to the
Trustee. Upon effective resignation hereunder, the resigning Depositor shall
be discharged and shall no longer be liable in any manner hereunder except as
to acts or omissions occurring prior to such resignation and any successor
Depositor appointed by the Trustee pursuant to Section 6.1(f) shall thereupon
perform all duties and be entitled to all rights under this Indenture. The
successor Depositor shall not be under any liability hereunder for occurrences
or omissions prior to the execution of such instrument.
Section 7.3 Liability of Depositor and Indemnification: (a) The
Depositor shall be under no liability to the Trust or the Certificateholders
for any action or for
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<PAGE>
refraining from the taking of any action in good faith pursuant to this
Indenture, or for errors in judgment or for depreciation or loss incurred by
reason of the purchase or sale of any Bonds, provided, however, that this
provision shall not protect the Depositor against any liability to which it
would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties hereunder. The Deposition may rely in
good faith on any paper, order, notice, list, affidavit, receipt, evaluation,
opinion, endorsement, assignment, draft or any other document of any kind
prima facie properly executed and submitted to it by the Trustee, the
Trustee's counsel, the Evaluator or any other person for any matters arising
hereunder. The Depositor shall in no event be deemed to have assumed or
incurred any liability, duty or obligation to any Certificateholder, the
Evaluator or the Trustee other than as expressly provided for herein.
(b) The Trust shall pay and hold the Depositor harmless from and
against any loss, liability or expense incurred in acting as Depositor of the
Trust other than by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties hereunder, including the costs and
expenses of the defense against any claim or liability in the premises. The
Depositor shall not be under any obligation to appear in, prosecute or defend
any legal action which in its opinion may involve it in any expense or
liability, provided, however, that the Depositor may in its discretion
undertake any such action which it may deem necessary or desirable in respect
of this Indenture and the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder and, in such event, the legal
expenses and costs of any such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust and shall be paid
directly by the Trustee out of the Interest and Principal Accounts as provided
by Section 3.5.
(c) None of the provisions of this Indenture shall be deemed to
protect or purport to protect the Depositor against any liability to the Trust
or to the Certificateholders to which the Depositor would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of the Depositor's reckless disregard
of its obligations and duties under this Indenture.
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ARTICLE VIII
Rights of Certificateholders
Section 8.1 Beneficiaries of Trust: By the purchase and acceptance
or other lawful delivery and acceptance of any Certificate the
Certificateholder shall be deemed to be a beneficiary of the trust created by
this Indenture and vested with all right, title and interest in the Trust to
the extent of the Unit or Units set forth and evidenced by such Certificate,
subject to the terms and conditions of this Indenture and of such Certificate.
Section 8.2 Rights, Terms and Conditions: In addition to the other
rights and powers set forth in the other provisions and conditions of this
Indenture the Certificateholders shall have the following rights and powers
and shall be subject to the following terms and conditions:
(a) a Certificateholder may at any time tender his
Certificate or Certificates to the Trustee for redemption in
accordance with Section 5.2.
(b) the death or incapacity of any Certificateholder shall not
operate to terminate this Indenture or the Trust, nor entitle his legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court of competent jurisdiction for a partition or
winding up of the Trust, nor otherwise affect the rights, obligations
and liabilities of the parties hereto or any of them. Each
Certificateholder expressly waives any right he may have under any rule
of law, or the provisions of any statute, or otherwise, to require the
Trustee at any time to account, in any manner other than as expressly
provided in this Indenture, in respect of the Bonds or moneys from time
to time received, held and applied by the Trustee hereunder.
(c) no Certificateholder shall have any right to vote or in any
manner otherwise control the operation and management of the Trust, or
the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be construed so as
to constitute the Certificateholders from time to time as partners; nor
shall any Certificateholder ever be under any liability to any third
persons by reason of any action taken by the parties to this Indenture
for any other cause whatsoever.
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<PAGE>
ARTICLE IX
Additional Covenants; Miscellaneous Provisions
Section 9.1 Amendments: This Indenture may be amended from time to
time by the parties hereto or their respective successors, without the consent
of any of the Certificateholders (a) to cure any ambiguity or to correct or
supplement any provision contained herein which may be defective or
inconsistent with any other provision contained herein; (b) to change any
provision required by the Securities and Exchange Commission or any successor
governmental agency to be changed; or (c) to make such other provision in
regard to matters or questions arising hereunder as shall not adversely affect
the interests of the Certificateholders; provided, however, that the parties
hereto may not amend this Indenture so as to (1) increase the number of Units
above the number set forth in Part II of the Reference Trust Agreement except
as provided in Section 5.4 hereof or such lesser amount as may be outstanding
at any time during the term of this Indenture or (2) subject to Section 3.8
permit the deposit or acquisition hereunder of securities either in addition
to or in substitution for any of the Bonds.
This Indenture may also be amended from time to time by the
Depositor and the Trustee (or the performance of any of the provisions or this
Agreement may be waived) with the expressed written consent of holders of
Certificates evidencing 66-2/3% of the Units at the time outstanding under the
Indenture for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of modifying
in any manner the rights of the holders of Certificates, save for the
termination of the Trust as set forth in Section 9.2 below; provided, however,
that no such amendment or waiver shall (i) reduce the interest in the Trust
represented by Units evidenced by any Certificate without the consent of the
holder of such Certificate, (ii) reduce the aforesaid percentage of Units, the
holders of which are required to consent to any such amendment, without the
consent of the holders of all Certificates then outstanding or (iii) affect
the duties, obligations and responsibilities of the Trustee without its
consent.
Promptly after the execution of any such amendment the Trustee
shall furnish written notification to all then outstanding Certificateholders
of the substance of such amendment.
Section 9.2 Termination: This Indenture and the Trust created
hereby shall terminate upon the maturity, redemption, sale or other
disposition as the case may be of the last Bond held hereunder unless sooner
terminated as hereinbefore specified and may be terminated at any time by
written consent of all the
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<PAGE>
holders of Certificates; provided that in no event shall the Trust continue
beyond the end of the calendar year preceding the fiftieth anniversary of the
execution of this Indenture.
Written notice of any termination, specifying the time or times at
which the Certificateholders may surrender their Certificates for cancellation
shall be given by the Trustee to each Certificateholder at his address
appearing on the registration books of the Trustee. Within a reasonable period
of time after such termination the Trustee shall fully liquidate the Bonds
then held, if any, and shall:
(a) deduct from the Interest Account or, to the extent that funds
are not available in such account, from the Principal Account and pay to
itself individually an amount equal to the sum of
(1) its accrued compensation for its ordinary
recurring services,
(2) any compensation due it for its extraordinary
services, and
(3) any other costs, expenses, advances or indemnities
as provided herein;
(b) deduct from the Interest Account or, to the extent that funds
are not available in such account, from the Principal Account and pay
accrued and unpaid fees of the Evaluator and counsel pursuant to Section
3.9;
(c) deduct from the Interest Account or the Principal Account any
amounts which may be required to be deposited in the Reserve Account to
provide for payment of any applicable taxes or other governmental
charges and any other amounts which may be required to meet expenses
incurred under this Indenture;
(d) distribute to each Certificateholder, upon surrender for
cancellation of his Certificate or Certificates, such holder's pro rata
share of the balance of the Interest Account;
(e) distribute to each Certificateholder, upon surrender for
cancellation of his Certificate or Certificates, such holder's pro rata
share of the balance of the Principal Account; and
(f) together with such distribution to each Certificateholder as
provided for in (d) and (e), furnish to each such Certificateholder a
final distribution statement as of the date of the computation of the
amount
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<PAGE>
distributable to Certificateholders, setting forth the data and
information in substantially the form and manner provided for in Section
3.6 hereof.
The amounts to be so distributed to each Certificateholder shall
be that pro rata share of the balance of the total Interest and Principal
Accounts as shall be represented by the Units therein evidenced by the
outstanding Certificate or Certificates held of record by such
Certificateholder.
The Trustee shall be under no liability with respect to moneys
held by it in the Interest, Reserve and Principal Accounts upon termination
except to hold the same in trust without interest until disposed of in
accordance with the terms of this Indenture.
In the event that all of the Certificateholders shall not
surrender their Certificates for cancellation within six months after the time
specified in the above-mentioned written notice, the Trustee shall give a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the liquidation distribution with
respect thereto. If within one year after the second notice all the
Certificates shall not have been surrendered for cancellation, the Trustee may
take steps to contact the remaining Certificateholders concerning surrender of
their Certificates and the cost thereof shall be paid out of the moneys and
other assets which remain in trust hereunder.
Section 9.3 Construction: This Indenture is executed and delivered
in the State of New York, and all local laws or rules of construction of such
State shall govern the rights of the parties hereto and the Certificateholders
and the interpretation of the provisions hereof.
Section 9.4 Registration of Certificates: The Depositor agrees and
undertakes to register the Certificates with the Securities and Exchange
Commission or other applicable governmental agency pursuant to applicable
Federal or State statutes, if such registration shall be required, and to do
all things that may be necessary or required to comply with this provision
during the term of the Trust created hereunder, and the Trustee shall incur no
liability or be under any obligation or expense in connection therewith.
Section 9.5 Written Notice: Any notice, demand, direction or
instruction to be given to the Depositor hereunder shall be in writing and
shall be duly given if mailed or delivered to the Depositor as follows: Bear,
Stearns & Co., 55 Water Street, New York, N.Y. 10041 or at such other address
as shall be specified by the Depositor to the Trustee in writing. Any notice,
demand, director or instruction to be given to the
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<PAGE>
Trustee shall be in writing and shall be duly given if mailed or delivered to
the Trustee, 70 Pine Street, New York, New York 10005, Attention: Custody
Trust Division or such other address as shall be specified to the Depositor by
the Trustee in writing. Any notice, demand, direction or instruction to be
given to the Evaluator hereunder shall be in writing and shall be duly given
if mailed to the Evaluator at 25 Broadway, New York, New York 10004. Any
notice to be given to the Certificateholders shall be duly given if mailed or
delivered to each Certificateholder at the address of such holder appearing on
the registration books of the Trustee.
Section 9.6 Severability: If any one or more of the covenants,
agreements, provisions or terms of this Indenture shall be held contrary to
any express provision of law or contrary to policy or express law, though not
expressly prohibited, or against public policy, or shall for any reason
whatsoever be held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Indenture and shall in no way affect the validity
or enforceability of the other provisions of this Indenture or of the
Certificates or the rights of the holders thereof.
Section 9.7 Dissolution of Depositor Not to Terminate: The
dissolution of the Depositor from or for any cause whatsoever shall not
operate to terminate this Indenture or the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Indenture,
dated November __, 1978, to be duly executed.
[Signatures and acknowledgments on separate pages.]
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<PAGE>
BEAR, STEARNS & CO.
Depositor
____________________________
General Partner
ATTEST:
______________________________
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
I, _____________________________________ , a Notary Public in and
for the said County in the State aforesaid, do hereby certify that
_______________________ personally known to me to be the same person whose
name is subscribed to the foregoing instrument and personally known to me to
be a General Partner of Bear, Stearns & Co. a partnership, appeared before me
this day in person, and acknowledged that he signed and delivered the said
instrument as his free and voluntary act as such General Partner and as the
free and voluntary act of said Bear, Stearns & Co., for the uses and purposes
therein set forth.
GIVEN under my hand and notarial seal this day of , 1978.
____________________________
Notary Public
(SEAL)
My Commission expires:
-3-
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<PAGE>
BRADFORD TRUST COMPANY
Trustee
____________________________
Vice President
(SEAL)
ATTEST:
______________________________
Assistant Secretary
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this day of , 1978, before me personally came to me known, and
by me duly sworn, said that he is a Vice President of Bradford Trust Company,
one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed
to the said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed
his name thereto by like authority.
__________________________________
Notary Public
(SEAL)
My Commission expires:
-4-
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<PAGE>
STANDARD & POOR'S CORPORATION
Evaluator
__________________________________
Vice President
(SEAL)
ATTEST:
______________________________
Vice President
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this day of , 1978, before me personally appeared , to me
known, who, being by me duly sworn, said that he is Vice President of Standard
& Poor's Corporation, one of the corporations described in and which (by
facsimile) executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name (by facsimile) thereto by like
authority.
_______________________________
Notary Public
(SEAL)
My Commission expires:
-5-
359987.1
J.J. Kenny Frank A. Ciccotto, Jr.
65 Broadway Vice President
New York, NY 10006-2551 Tax-Exempt Evaluations
Tel 212 770 4422
Fax 212 797 8681
STANDARD & POOR'S
A Division of The McGraw Hill Companies
April 30, 1996
Reich & Tang Distributors L.P.
600 Fifth Avenue
New York, NY 10020
Re: New York Municipal Trust
Series 1
Gentlemen:
We have examined the post-effective Amendment to the Registration
Statement File No. 2-62505 for the above-captioned trust. We hereby acknowledge
that Kenny S&P Evaluation Services, a division of J.J. Kenny Co., Inc. is
currently acting as the evaluator for the trust. We hereby consent to the use in
the Amendment of the reference to Kenny S&P Evaluation Services, a division of
J.J. Kenny Co., Inc. as evaluator.
In addition, we hereby confirm that the ratings indicated in the
above-referenced Amendment to the Registration Statement for the respective
bonds comprising the trust portfolio are the ratings indicated in our KENNYBASE
database.
You are hereby authorized to file a copy of this letter with the
Securities and Exchange Commission.
Sincerely,
Frank A. Ciccotto
FAC/trh
<PAGE>
J.J. Kenny Frank A. Ciccotto, Jr.
65 Broadway Vice President
New York, NY 10006-2551 Tax-Exempt Evaluations
Tel 212 770 4422
Fax 212 797 8681
STANDARD & POOR'S
A Division of The McGraw Hill Companies
April 30, 1996
Reich & Tang Distributors L.P.
600 Fifth Avenue
New York, NY 10020
Re: New York Municipal Trust
Series 2
Gentlemen:
We have examined the post-effective Amendment to the Registration
Statement File No. 2-63235 for the above-captioned trust. We hereby acknowledge
that Kenny S&P Evaluation Services, a division of J.J. Kenny Co., Inc. is
currently acting as the evaluator for the trust. We hereby consent to the use in
the Amendment of the reference to Kenny S&P Evaluation Services, a division of
J.J. Kenny Co., Inc. as evaluator.
In addition, we hereby confirm that the ratings indicated in the
above-referenced Amendment to the Registration Statement for the respective
bonds comprising the trust portfolio are the ratings indicated in our KENNYBASE
database.
You are hereby authorized to file a copy of this letter with the
Securities and Exchange Commission.
Sincerely,
Frank A. Ciccotto
FAC/trh
<PAGE>
J.J. Kenny Frank A. Ciccotto, Jr.
65 Broadway Vice President
New York, NY 10006-2551 Tax-Exempt Evaluations
Tel 212 770 4422
Fax 212 797 8681
STANDARD & POOR'S
A Division of The McGraw Hill Companies
April 30, 1996
Reich & Tang Distributors L.P.
600 Fifth Avenue
New York, NY 10020
Re: New York Municipal Trust
Series 3
Gentlemen:
We have examined the post-effective Amendment to the Registration
Statement File No. 2-63439 for the above-captioned trust. We hereby acknowledge
that Kenny S&P Evaluation Services, a division of J.J. Kenny Co., Inc. is
currently acting as the evaluator for the trust. We hereby consent to the use in
the Amendment of the reference to Kenny S&P Evaluation Services, a division of
J.J. Kenny Co., Inc. as evaluator.
In addition, we hereby confirm that the ratings indicated in the
above-referenced Amendment to the Registration Statement for the respective
bonds comprising the trust portfolio are the ratings indicated in our KENNYBASE
database.
You are hereby authorized to file a copy of this letter with the
Securities and Exchange Commission.
Sincerely,
Frank A. Ciccotto
FAC/trh
<PAGE>
J.J. Kenny Frank A. Ciccotto, Jr.
65 Broadway Vice President
New York, NY 10006-2551 Tax-Exempt Evaluations
Tel 212 770 4422
Fax 212 797 8681
STANDARD & POOR'S
A Division of The McGraw Hill Companies
April 30, 1996
Reich & Tang Distributors L.P.
600 Fifth Avenue
New York, NY 10020
Re: New York Municipal Trust
Series 4
Gentlemen:
We have examined the post-effective Amendment to the Registration
Statement File No. 2-64016 for the above-captioned trust. We hereby acknowledge
that Kenny S&P Evaluation Services, a division of J.J. Kenny Co., Inc. is
currently acting as the evaluator for the trust. We hereby consent to the use in
the Amendment of the reference to Kenny S&P Evaluation Services, a division of
J.J. Kenny Co., Inc. as evaluator.
In addition, we hereby confirm that the ratings indicated in the
above-referenced Amendment to the Registration Statement for the respective
bonds comprising the trust portfolio are the ratings indicated in our KENNYBASE
database.
You are hereby authorized to file a copy of this letter with the
Securities and Exchange Commission.
Sincerely,
Frank A. Ciccotto
FAC/trh
<PAGE>
J.J. Kenny Frank A. Ciccotto, Jr.
65 Broadway Vice President
New York, NY 10006-2551 Tax-Exempt Evaluations
Tel 212 770 4422
Fax 212 797 8681
STANDARD & POOR'S
A Division of The McGraw Hill Companies
April 30, 1996
Reich & Tang Distributors L.P.
600 Fifth Avenue
New York, NY 10020
Re: New York Municipal Trust
Series 5
Gentlemen:
We have examined the post-effective Amendment to the Registration
Statement File No. 2-64475 for the above-captioned trust. We hereby acknowledge
that Kenny S&P Evaluation Services, a division of J.J. Kenny Co., Inc. is
currently acting as the evaluator for the trust. We hereby consent to the use in
the Amendment of the reference to Kenny S&P Evaluation Services, a division of
J.J. Kenny Co., Inc. as evaluator.
In addition, we hereby confirm that the ratings indicated in the
above-referenced Amendment to the Registration Statement for the respective
bonds comprising the trust portfolio are the ratings indicated in our KENNYBASE
database.
You are hereby authorized to file a copy of this letter with the
Securities and Exchange Commission.
Sincerely,
Frank A. Ciccotto
FAC/trh
<PAGE>
J.J. Kenny Frank A. Ciccotto, Jr.
65 Broadway Vice President
New York, NY 10006-2551 Tax-Exempt Evaluations
Tel 212 770 4422
Fax 212 797 8681
STANDARD & POOR'S
A Division of The McGraw Hill Companies
April 30, 1996
Reich & Tang Distributors L.P.
600 Fifth Avenue
New York, NY 10020
Re: New York Municipal Trust
Series 6
Gentlemen:
We have examined the post-effective Amendment to the Registration
Statement File No. 2-64913 for the above-captioned trust. We hereby acknowledge
that Kenny S&P Evaluation Services, a division of J.J. Kenny Co., Inc. is
currently acting as the evaluator for the trust. We hereby consent to the use in
the Amendment of the reference to Kenny S&P Evaluation Services, a division of
J.J. Kenny Co., Inc. as evaluator.
In addition, we hereby confirm that the ratings indicated in the
above-referenced Amendment to the Registration Statement for the respective
bonds comprising the trust portfolio are the ratings indicated in our KENNYBASE
database.
You are hereby authorized to file a copy of this letter with the
Securities and Exchange Commission.
Sincerely,
Frank A. Ciccotto
FAC/trh
