<PAGE>
As filed with the Securities and Exchange Commission on May 17, 1994
Registration No. 33-38454*
=========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
POST-EFFECTIVE AMENDMENT NO. 3 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:
NATIONAL MUNICIPAL TRUST,
Series 136
Multistate Series 38
B. Name of depositor:
PRUDENTIAL SECURITIES INCORPORATED
C. Complete address of depositor's principal executive office:
One Seaport Plaza
199 Water Street
New York, New York 10292
D. Name and complete address of agent for service:
Copy to:
LEE B. SPENCER, JR., ESQ. KENNETH W. ORCE, ESQ.
PRUDENTIAL SECURITIES INCORPORATED CAHILL GORDON & REINDEL
One Seaport Plaza 80 Pine Street
199 Water Street New York, New York 10005
New York, New York 10292
It is proposed that this filing will become effective (check appropriate box.)
___
/_ / immediately upon filing on (date) pursuant to
paragraph (b);
___
/X / on May 31, 1994 pursuant to paragraph (b);
___
/__/ 60 days after filing pursuant to paragraph (a);
___
/__/ on (date) pursuant to paragraph (a) of rule 485.
_______________
* This Registration Statement combines two Registration Statements (File
Nos. 33-38453 and 33-38454) pursuant to Rule 429.
<PAGE>
CUSIPS: 63701H474R;63701H482R MAIL CODE A
Prospectus--PART A
NOTE: PART A of this Prospectus may not be distributed unless accompanied by
Part B.
- --------------------------------------------------------------------------------
NATIONAL MUNICIPAL TRUST
Series 136
NMT
Multistate Series 38
- --------------------------------------------------------------------------------
The initial public offering of Units in each Trust has been completed. The Units
offered hereby are issued and outstanding Units which have been acquired by the
Sponsor either by purchase from the Trustee of Units tendered for redemption or
in the secondary market.
The objectives of each Trust are the providing of interest income which, in the
opinion of counsel is, under existing law, excludable from gross income for
Federal income tax purposes (except in certain instances depending on the Unit
Holder), through investment in a fixed portfolio consisting primarily of
long-term state, municipal and public authority debt obligations, and the
conservation of capital. In addition, in the opinion of bond counsel to the
issuers of the obligations, the interest income on the obligations held by the
underlying unit investment trust composing Multistate Series 38 designated as
the New York Trust (Insured) (the ``New York Trust (Insured)'' or the ``State
Trust'') (the ``Trusts'' or the ``Trust'' or the ``Insured Trust'' as the
context requires), is exempt from state and any local income taxes to individual
Unit Holders resident in the State for which the State Trust is named. There is,
of course, no guarantee that the Trusts' objectives will be achieved. The value
of the Units of each Trust will fluctuate with the value of the portfolio of
underlying Securities. Each municipal bond in the Insured Trust is covered by an
irrevocable insurance policy as a result of which the Units of the Insured Trust
were rated AAA by Standard & Poor's Corporation as of the Date of Deposit.
Insurance guaranteeing the scheduled payment of principal of and interest on the
Securities in the New York Trust (Insured) to the maturity of such Securities
has been obtained at the cost of the issuer at the time of issuance. No
representation is made as to the insurers' ability to meet their commitments.
The Securities in Series 136 are not insured. The Securities in the Trusts are
not insured by The Prudential Insurance Company of America. The Prospectus
indicates the extent to which interest income of each Trust is subject to
alternative minimum tax under the Tax Reform Act of 1986. 58.0% of the estimated
annual income of the National Trust is subject to alternative minimum tax. See
`'Schedule of Portfolio Securities'' and ``Portfolio Summary''.
Minimum Purchase: 1 Unit
PUBLIC OFFERING PRICE of the Units of each Trust is equal to the aggregate bid
side evaluation of the underlying Securities in each Trust's Portfolio divided
by the number of Units outstanding in such Trust, plus a sales charge as set
forth in the table herein. (See Part B--``Public Offering of Units--Volume
Discount.'') Units are offered at the Public Offering Price plus accrued
interest. (See Part B--``Public Offering of Units.'')
- --------------------------------------------------------------------------------
Sponsor:
Prudential Securities (LOGO)
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
Please read and retain Prospectus dated
this Prospectus for future reference May 31, 1994
<PAGE>
NATIONAL MUNICIPAL TRUST
Series 136
Multistate Series 38
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Page
Summary................................................................................. Part A A-i
Summary of Essential Information........................................................ A-v
Independent Auditors' Report............................................................ A-1
Statement of Financial Condition........................................................ A-2
Schedule of Portfolio Securities........................................................ A-7
The Trust............................................................................... Part B 1
Portfolio Summary................................................................. 2
Insurance on the Securities in the Portfolio of an Insured Trust--General......... 9
Insurance on the Securities in the Portfolio of an Insured Trust--Insured to 12
Maturity...........................................................................
Insurance on the Securities in the Portfolio of an Insured Trust--Insurers........ 13
Objectives and Securities Selection............................................... 15
The Units......................................................................... 16
Estimated Annual Income Per Unit.................................................. 16
Tax Status.............................................................................. 16
Insured Prudential Unit Trusts--Date of Deposits after April 2, 1986 and National
Municipal Trusts.................................................................. 20
Public Offering of Units................................................................ 20
Public Offering Price............................................................. 20
Public Distribution............................................................... 21
Secondary Market.................................................................. 21
Profit of Sponsor................................................................. 22
Volume Discount................................................................... 22
Employee Discount................................................................. 23
Exchange Option......................................................................... 23
Tax Consequences.................................................................. 24
Reinvestment Program.................................................................... 24
Expenses and Charges.................................................................... 24
Fees.............................................................................. 24
Other Charges..................................................................... 25
Rights of Unit Holders.................................................................. 25
Certificates...................................................................... 25
Distribution of Interest and Principal............................................ 26
Reports and Records............................................................... 27
Redemption........................................................................ 28
Sponsor................................................................................. 29
Limitations on Liability.......................................................... 29
Responsibility.................................................................... 29
Resignation....................................................................... 30
Trustee................................................................................. 30
Limitations on Liability.......................................................... 30
Responsibility.................................................................... 31
Resignation....................................................................... 31
Evaluator............................................................................... 31
Limitations on Liability.......................................................... 31
Responsibility.................................................................... 31
Resignation....................................................................... 31
Amendment and Termination of the Indenture.............................................. 31
Amendment......................................................................... 31
Termination....................................................................... 32
Legal Opinions.......................................................................... 32
Auditors................................................................................ 32
Bond Ratings............................................................................ 33
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
This Prospectus does not contain all of the information with respect to the
investment company set forth in its registration statement and exhibits relating
thereto which have been filed with the Securities and Exchange Commission,
Washington, D.C. under the Securities Act of 1933 and the Investment Company Act
of 1940, and to which reference is hereby made.
- --------------------------------------------------------------------------------
No person is authorized to give any information or to make any representations
with respect to this investment company not contained herein; and any
information or representations not contained herein must not be relied upon as
having been authorized. 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.
- --------------------------------------------------------------------------------
SUMMARY
National Municipal Trust, Series 136 (``National Trust (Uninsured)'') and
Multistate Series 38 which consists of one underlying unit investment trust
designated as the New York Trust (Insured) (the ``New York Trust (Insured)'' or
the ``State Trust'') (the ``Trusts'' or the ``Trust'' or the ``Insured Trust''
as the context requires) are composed of interest-bearing municipal bonds and
contracts and funds for the purchase thereof (the ``Securities''). The
Securities in the State Trust are issued primarily by or on behalf of the State
for which the State Trust is named and counties, municipalities, authorities and
political subdivisions thereof. The interest on these bonds, in the opinion of
bond counsel to the issuing governmental authorities is, under existing law,
excludable from gross income for Federal income tax purposes (except in certain
instances depending on the Unit Holder) and, as respects the underlying State
Trust, exempt from State and any local income taxes to individual Unit Holders
resident in the State for which the State Trust is named.
INSURANCE guaranteeing the scheduled payments of principal of and interest
on the Securities in the portfolio of the Insured Trust has been obtained by the
issuer at the cost of the issuer at the time of issuance of the Securities from
AMBAC Indemnity Corporation (``AMBAC''), Capital Guaranty Insurance Company
(``Cap. Gty.''), Financial Security Assurance (``FSA''), Municipal Bond
Insurance Association (``MBIA''), Municipal Bond Investors Assurance Corporation
(``MBIAC''), and/or Financial Guaranty Insurance Company (``Financial Guaranty''
or ``FGIC'') (singularly, each an ``Insurance Company'' and, collectively, the
``Insurance Companies''). (See Part B--``The Trust--Insurance on the Securities
in the Portfolio of an Insured Trust''). As a result of the insurance, the
Securities and the Units of the Insured Trust have received a rating of AAA by
Standard & Poor's Corporation. There can be no assurance that Units of the
Insured Trust will retain this AAA rating. There is, of course, no guarantee
that the objectives of the Insured Trust will be achieved since an issuer may be
unable to meet its principal and interest payment obligations and, in such
event, the Insurance Company involved may be unable to satisfy its insurance
obligation. Insurance is not a substitute for the basic credit of an issuer, but
supplements the issuer's existing credit and provides additional security
therefor. NO REPRESENTATION IS MADE AS TO THE ABILITY OF THE INSURANCE COMPANIES
TO MEET THEIR COMMITMENTS.
MONTHLY DISTRIBUTIONS of principal, premium, if any, and interest received
by each Trust will be made on or shortly after the twenty-fifth day of each
month to Unit Holders of record as of the immediately preceding Record Date.
(See Part B--``Rights of Unit Holders--Distribution of Interest and
Principal''.) Alternatively, Unit Holders may elect to have their distributions
reinvested in the Reinvestment Program of the Sponsor, as, if and when such
program is available to Unit Holders. (See Part B--``Reinvestment Program.'')
THE SPONSOR, although not obligated to do so, presently intends to maintain
a secondary market for the Units in each Trust based on the aggregate bid side
evaluation of the underlying Securities, as more fully described under Part B--
``Public Offering of Units--Secondary Market--Public Offering Price.'' If such a
market is not maintained, a Unit Holder may be able to dispose of his Units only
through redemption at prices based on the aggregate bid side evaluation of the
underlying Securities. (See Part B--``Rights of Unit
Holders--Redemption--Computation of Redemption Price per Unit.'')
SPECIAL CONSIDERATIONS. An investment in Units of each Trust should be made
with an understanding of the risks which an investment in fixed rate long-term
debt obligations may entail, including the risk that the value of the Units will
decline with increases in interest rates. (See Part B--``The Trust--Portfolio
Summary.'') The ratings of the Securities set forth in Part A--``Schedule of
Portfolio Securities'' may have declined due to, among other factors (including
a decline in the creditworthiness of an insurer in the case of an insured trust
which may also result in a decline in the AAA rating of the units of an insured
trust), a decline in creditworthiness of the issuer of said Securities.
A-i
<PAGE>
Note: ``Tax Status'' in Part B is amended so that the third paragraph is
deleted and replaced with the following two paragraphs:
If the proceeds received by the Trust upon the sale or redemption of an
underlying Security exceed a Unit Holder's adjusted tax cost allocable to
the Security disposed of, that Unit Holder will realize a taxable gain to
the extent of such excess. Conversely, if the proceeds received by the Trust
upon the sale or redemption of an underlying Security are less than a Unit
Holder's adjusted tax cost allocable to the Security disposed of, that Unit
Holder will realize a loss for tax purposes to the extent of such
difference.
Any gain recognized on a sale or exchange of a Unit Holder's pro rata
interest in a Security, and not constituting a realization of accrued
``market discount,'' and any loss will be a capital gain or loss, except in
the case of a dealer or financial institution. Gain realized on the
disposition of the interest of a Unit Holder in a market discount Security
is treated as ordinary income to the extent the gain does not exceed the
accrued market discount. A Unit Holder has an interest in a market discount
Security in a case in which (i) the Unit Holder purchased a Unit after April
30, 1993, and (ii) the tax cost for the Unit Holder's pro rata interest in
the Security is less than the stated redemption price thereof at maturity
(or the issue price plus original issue discount accrued up to the
acquisition date, in the case of an original issue discount Security). Any
capital gain or loss arising from the disposition of a Unit Holder's pro
rata interest in a Security will be a long-term capital gain or loss if the
Unit Holder has held his or her Units and the Trust has held the Security
for more than one year. Under the Code, net capital gain (i.e., the excess
of net long-term capital gain over net short-term capital loss) of
individuals, estates and trusts is subject to a maximum nominal tax rate of
28%. Such net capital gain may, however, result in a disallowance of
itemized deductions and/or affect a personal exemption phase-out.
In addition, the sixth paragraph of ``Tax Status'' in Part B is amended to
delete such paragraph and replace it with the following two paragraphs:
Persons in receipt of Social Security benefits should be aware that a
portion of such Social Security benefits may be includible in gross income.
For a taxpayer whose modified adjusted gross income plus one-half of his or
her Social Security benefits does not exceed $34,000 ($44,000 for married
taxpayers filing a joint return), the includible amount is the lesser of (i)
one-half of the Social Security benefits or (ii) one-half of the amount by
which the sum of ``modified adjusted gross income'' plus one-half of the
Social Security benefits exceeds $25,000 in the case of unmarried taxpayers
and $32,000 in the case of married taxpayers filing a joint return. All
other taxpayers receiving Social Security benefits are required to include
up to 85% of their Social Security benefits in income.
Modified adjusted gross income is adjusted gross income determined
without regard to certain otherwise allowable deductions and exclusions from
gross income, plus tax exempt interest on municipal obligations including
interest on the Securities. To the extent that Social Security benefits are
includible in gross income they will be treated as any other item of gross
income and therefore may be taxable.
Note: ``Public Offering of Units--Volume Discount'' in Part B is replaced
with the following:
VOLUME DISCOUNT
The sales charge per Unit will be computed by multiplying the Evaluator's
determination of the bid side evaluation of each Security by a sales charge
determined in accordance with the table set forth below based upon the number of
years remaining to the maturity of each such Security, totalling all such
calculations, and dividing this total by the number of Units then outstanding.
In calculating the date of maturity, a Security will be considered to mature on
its stated maturity date unless: (a) the Security has been called for redemption
or funds or securities have been placed in escrow to redeem it on an earlier
call date, in which case the call date will be deemed the date on which such
Security matures, or (b) the Security is subject to a mandatory tender, in which
case the mandatory tender date will be deemed the date on which such Security
matures.
<TABLE>
<CAPTION>
(As Percent of Bid (As Percent of Public
Time to Maturity Side Evaluation) Offering Price)
<S> <C> <C>
- ------------------------- ------------------ ---------------------
Less than six months..... 0% 0%
Six months to 1 year..... 0.756% 0.75%
Over 1 year to 2 years... 1.523% 1.50%
Over 2 years to 4
years.................... 2.564% 2.50%
</TABLE>
A-ii
<PAGE>
<TABLE>
<CAPTION>
(As Percent of Bid (As Percent of Public
Time to Maturity Side Evaluation) Offering Price)
- ------------------------- ------------------ ---------------------
<S> <C> <C>
Over 4 years to 8
years.................... 3.627% 3.50%
Over 8 years to 15
years.................... 4.712% 4.50%
Over 15 years............ 5.820% 5.50%
</TABLE>
The sales charge per Unit will be reduced pursuant to the following
graduated scale for sales to any person of at least 100 Units.
<TABLE>
<CAPTION>
Number of Units % of Sales Charge
<S> <C>
- ------------------------- ------------------
Less than 100 Units...... 100%
100-249 Units............ 90%
250-499 Units............ 80%
500-749 Units............ 75%
750-999 Units............ 70%
1,000 Units or More...... 65%
</TABLE>
The respective reduced sales charges as shown on each of the above charts
will apply to all purchases of Units in any fourteen day period by the same
person in the amounts stated herein, and for this purpose, purchases of Units of
a Trust will be aggregated with concurrent purchases of Units of any other trust
that may be offered by the Sponsor.
Units held in the name of the purchaser's spouse, in the name of a
purchaser's child under the age of 21 or in the name of an entity controlled by
the purchaser are deemed for the purposes hereof to be acquired by the
purchaser. The reduced sales charges are also applicable to a trustee or other
fiduciary purchasing Units for a single trust estate or single fiduciary
account.
Note: ``Rights of Unit Holders--Distribution of Interest and Principal'' in
Part B is amended so that the third sentence of the fifth paragraph of such
section reads, ``Record dates for monthly distributions will be the tenth day of
each month, record dates for quarterly distributions will be the tenth day of
January, April, July and October, and record dates for semi-annual distributions
will be the tenth day of January and July.'' The first sentence of the seventh
paragraph of such section is amended to read as follows, ``As of the tenth day
of each month, the Trustee will deduct from the Interest Account and, to the
extent funds are not sufficient therein, from the Principal Account, amounts
necessary to pay the expenses of the Trust. (See ``Expenses and Charges''.)''
Portfolio Summary
National Trust (Uninsured)
The Portfolio contains 12 issues of Securities of issuers located in 6
states and one in Puerto Rico. All of the issues are payable from the income of
specific projects or authorities and are not supported by the issuer's power to
levy taxes. Although income to pay such Securities may be derived from more than
one source, the primary sources of such income and the percentage of issues
deriving income from such sources are as follows: airport facilities: 10.8%* of
the Trust; health and hospital facilities: 22.0%* of the Trust; housing
facilities: 10.9%* of the Trust; resource recovery facilities: 22.4%* of the
Trust; utility facilities: 24.2%* of the Trust; water and sewer facilities:
9.7%* of the Trust.
The Portfolio also contains Securities representing 10.9%* of the Trust
(single-family housing securities) which are subject to the requirements of
Section 103A of the Internal Revenue Code of 1954, as amended, or Section 143 of
the Internal Revenue Code of 1986.
Approximately 10.9%* of the Securities in the Trust also contain provisions
which require the issuer to redeem such obligations at par from unused proceeds
of the issue within a stated period which typically does not exceed three years
from the date of issuance of such Securities.
70.5%* of the Securities in the Trust are rated by Standard & Poor's
Corporation (10.2%* being rated AAA, 23.2%* being rated AA, 26.8%* being rated A
and 10.3%* being rated BBB) and 21.7%* of the Securities in the Trust are rated
by Moody's Investors Service (10.9%* being rated Aa and 10.8%* being rated Baa)
and 7.8%* of the Securities in the Trust were not rated by either Service. For a
description of the meaning of the applicable rating symbols as published by
- ------------
* Percentages computed on the basis of the aggregate bid price of the
Securities in the Trust on April 22, 1994.
A-iii
<PAGE>
Standard & Poor's and Moody's, see Part B--``Bond Ratings''. It should be
emphasized, however, that the ratings of Standard & Poor's and Moody's represent
their opinions as to the quality of the Securities which they undertake to rate
and that these ratings are general and are not absolute standards of quality.
Five Securities in the Trust have been issued with an ``original issue
discount''. (See Part B--``Tax Status''.)
Of these original issue discount bonds, approximately 6.3% of the aggregate
principal amount of the Securities in the Trust (although only 1.4%* of the
aggregate bid price of all Securities in the Trust) are zero coupon bonds
(including bonds known as multiplier bonds, money multiplier bonds, capital
appreciation bonds, capital accumulator bonds, compound interest bonds, and
discount maturity payment bonds).
Alternative Minimum Tax
As of the date of the Summary of Essential Information, the Sponsor's
affiliate, The Prudential Investment Corporation, estimates that 58.0% of the
estimated annual income per Unit consists of interest on private activity bonds,
which interest is to be treated as a tax preference item for alternative minimum
tax purposes (See ``Tax Status'' and ``Schedule of Portfolio Securities'').
The Sponsor participated as sole underwriter or manager or member of
underwriting syndicates from which approximately .9%* of the Trust was acquired.
New York Trust (Insured)
The Portfolio contains 9 issues of Securities of issuers located in the
State of New York. One of the issues (17.1%* of the Trust) is a general
obligation of a governmental entity and is backed by the general taxing powers
of that entity. The remaining issues are payable from the income of specific
projects or authorities and are not supported by the issuer's power to levy
taxes. Although income to pay such Securities may be derived from more than one
source, the primary sources of such income and the percentage of issues deriving
income from such sources are as follows: education facilities: 14.4%* of the
Trust; health and hospital facilities: 17.7%* of the trust; lease facilities:
18.1%* of the Trust; transportation facilities: 14.0%* of the Trust; water and
sewer facilities: 18.7%* of the Trust.
100%* of the Securities in the Trust are rated AAA by Standard & Poor's
Corporation. For a description of the meaning of the applicable rating symbols
as published by Standard & Poor's see Part B--``Bond Ratings''. It should be
emphasized, however, that the ratings of Standard & Poor's represent its opinion
as to the quality of the Securities which it undertakes to rate and that these
ratings are general and are not absolute standards of quality.
Four Securities in the Trust have been issued with an ``original issue
discount''. (See Part B--``Tax Status''.)
Of these original issue discount bonds, approximately 8.4% of the aggregate
principal amount of the Securities in the Trust (although only 4.2%* of the
aggregate bid price of all Securities in the Trust) are zero coupon bonds
(including bonds known as multiplier bonds, money multiplier bonds, capital
appreciation bonds, capital accumulator bonds, compound interest bonds, and
discount maturity payment bonds).
The Securities in the Trust are insured to maturity by the insurance
obtained by the issuer from the following insurance companies: AMBAC: 14.0%*;
Cap. Gty.: 4.2%*; FGIC: 28.9%*; FSA: 35.2%*; MBIA & MBIAC: 17.7%*.
The Sponsor participated as sole underwriter or manager or member of
underwriting syndicates from which approximately 64.2%* of the Trust was
acquired.
- ------------
* Percentages computed on the basis of the aggregate bid price of the
Securities in the Trust on April 22, 1994.
A-iv
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
NATIONAL MUNICIPAL TRUST
SERIES 136
(UNINSURED)
As of April 22, 1994
<TABLE>
<S> <C>
FACE AMOUNT OF SECURITIES......................... $13,920,000.00
NUMBER OF UNITS................................... 13,979
FRACTIONAL UNDIVIDED INTEREST IN THE TRUST
REPRESENTED BY EACH UNIT........................ 1/13,979th
PUBLIC OFFERING PRICE
Aggregate bid side evaluation of Securities in
the Trust..................................... $14,371,505.53
Divided by 13,979 Units......................... $ 1,028.08
Plus sales charge of 5.05% of Public Offering
Price (5.314% of net amount invested in
Securities)................................... $ 54.63
--------------
Public Offering Price per Unit(2)(4)............ $ 1,082.71
--------------
--------------
REDEMPTION PRICE AND SPONSOR'S REPURCHASE PRICE
PER UNIT (based on bid side evaluation of
underlying Securities, $54.63 less than Public
Offering Price per Unit)(4)..................... $ 1,028.08
--------------
</TABLE>
--------------
MINIMUM PRINCIPAL DISTRIBUTION: No distribution need be made from
the Principal Account if the balance therein is less than $1
per Unit.
SPONSOR'S ANNUAL PORTFOLIO SUPERVISION FEE: Maximum $.25 per
$1,000 face amount of underlying Securities.
PREMIUM AND DISCOUNT ISSUES IN PORTFOLIO:
Face amount of Securities with bid side evaluation:
over par--93.7%; at par--0%; at a discount from par--6.3%
EVALUATOR'S FEE FOR EACH EVALUATION: Maximum of $14.
EVALUATION TIME: 3:30 P.M. New York time
MANDATORY TERMINATION DATE: March 1, 2041
MINIMUM VALUE OF TRUST: The Trust may be terminated if the value
of the Trust is less than $5,712,000.
Percentage of Unit Holders required to consent in order to amend
(as permitted) the Trust. Indenture and Agreement (except under
certain circumstances when Unit Holder consent is not
required).................................................. 51%
Percentage of Unit Holders required to consent in order to
terminate the Trust........................................ 51%
DATE OF DEPOSIT: February 20, 1991(1)
<TABLE>
<CAPTION>
Monthly
-------
<S> <C>
CALCULATION OF ESTIMATED NET ANNUAL INCOME PER UNIT
Estimated Annual Income per Unit............................................................... $73.69
Less estimated annual expenses per Unit(3)..................................................... (1.51)
-------
Estimated Net Annual Income per Unit........................................................... $72.18
-------
-------
Trustee's Annual Fee per $1,000 principal amount of underlying Securities........................ $ 1.00
Daily Rate of Income Accrual per Unit............................................................ $.2005
Estimated Current Return (based on Public Offering Price)(5)(6).................................. 6.67 %
Estimated Long-Term Return(6).................................................................... 5.90 %
INTEREST DISTRIBUTION
Estimated Net Annual Income per Unit / 12...................................................... $ 6.01
Record Dates--Monthly: tenth day of each month
Distribution Dates--Monthly: twenty-fifth day of each month
</TABLE>
- ------------
(1) The Date of Deposit is the date on which the Indenture was signed and
the deposit of Securities with the Trustee was made.
(2) This Public Offering Price is computed as of April 22, 1994 and may vary
from the Public Offering Price on the date of this Prospectus or any subsequent
date.
(3) Includes Trustee's fee, Sponsor's Portfolio supervision fee, estimated
expenses and Evaluator's fees.
(4) Exclusive of accrued interest which to April 29, 1994, the expected date
of settlement for the purchase of Units on April 22, 1994 was $19.74.
(5) The estimated current return is increased for transactions entitled to a
reduced sales charge. (See Part B--``The Trust''--``Estimated Annual Income and
Current Return per Unit.'')
(6) The Estimated Current Return is calculated by dividing the Estimated Net
Annual Income per Unit by the Public Offering Price per Unit. The Estimated Net
Annual Income per Unit will vary with changes in fees and expenses of the
Trustee and the Evaluator and with the principal prepayment, redemption,
maturity, exchange or sale of Securities while the Public Offering Price will
vary with changes in the offering price of the underlying Securities; therefore,
there is no assurance that the present Estimated Current Return indicated above
will be realized in the future. The Estimated Long-Term Return is calculated
using a formula which takes into consideration, and factors in the relative
weightings of, the market values, yields (which takes into account the
amortization of premiums and the accretion of discounts) and estimated
retirements of all of the Securities in the Trust and takes into account the
expenses and sales charge associated with each Unit. Since the market values and
estimated retirements of the Securities and the expenses of the Trust will
change, there is no assurance that the present Estimated Long-Term Return as
indicated above will be realized in the future. The Estimated Current Return and
Estimated Long-Term Return are expected to differ because the calculation of the
Estimated Long-Term Return reflects the estimated date and amount of principal
returned while the Estimated Current Return calculations include only Net Annual
Interest Income and Public Offering Price as of the above indicated calculation
date of the Summary of Essential Information.
A-v
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 38
NEW YORK TRUST
(INSURED)
As of April 22, 1994
STANDARD & POOR'S CORPORATION RATING: AAA
<TABLE>
<S> <C>
FACE AMOUNT OF SECURITIES......................... $ 2,990,000.00
NUMBER OF UNITS................................... 3,000
FRACTIONAL UNDIVIDED INTEREST IN THE TRUST
REPRESENTED BY EACH UNIT........................ 1/3,000th
PUBLIC OFFERING PRICE
Aggregate bid side evaluation of Securities in
the Trust..................................... $ 3,135,580.35
Divided by 3,000 Units.......................... $ 1,045.19
Plus sales charge of 4.62% of Public Offering
Price (4.847% of net amount invested in
Securities)................................... $ 50.66
--------------
Public Offering Price per Unit(2)(4)............ $ 1,095.85
--------------
--------------
REDEMPTION PRICE AND SPONSOR'S REPURCHASE PRICE
PER UNIT (based on bid side evaluation of
underlying Securities, $50.66 less than Public
Offering Price per Unit)(4)..................... $ 1,045.19
--------------
--------------
</TABLE>
MINIMUM PRINCIPAL DISTRIBUTION: No distribution need be made from
the Principal Account if the balance therein is less than $1
per Unit.
SPONSOR'S ANNUAL PORTFOLIO SUPERVISION FEE: Maximum $.05 per
$1,000 face amount of underlying Securities.
PREMIUM AND DISCOUNT ISSUES IN PORTFOLIO:
Face amount of Securities with bid side evaluation:
over par--91.6%; at par--0%; at a discount from par--8.4%
EVALUATOR'S FEE FOR EACH EVALUATION: Maximum of $14.
EVALUATION TIME: 3:30 P.M. New York time
MANDATORY TERMINATION DATE: March 1, 2041
MINIMUM VALUE OF TRUST: The Trust may be terminated if the value
of the Trust is less than $1,200,000.
Percentage of Unit Holders required to consent in order to amend
(as permitted) the Trust. Indenture and Agreement (except under
certain circumstances when Unit Holder consent is not
required).................................................. 51%
Percentage of Unit Holders required to consent in order to
terminate the Trust........................................ 51%
DATE OF DEPOSIT: February 20, 1991(1)
<TABLE>
<CAPTION>
Monthly
-------
<S> <C>
CALCULATION OF ESTIMATED NET ANNUAL INCOME PER UNIT
Estimated Annual Income per Unit............................................................... $66.87
Less estimated annual expenses per Unit(3)..................................................... (1.85)
-------
Estimated Net Annual Income per Unit........................................................... $65.02
-------
-------
Trustee's Annual Fee per $1,000 principal amount of underlying Securities........................ $ 1.00
Daily Rate of Income Accrual per Unit............................................................ $.1806
Estimated Current Return (based on Public Offering Price)(5)(6).................................. 5.93 %
Estimated Long-Term Return(6).................................................................... 5.08 %
INTEREST DISTRIBUTION
Estimated Net Annual Income per Unit / 12...................................................... $ 5.41
Record Dates--Monthly: tenth day of each month
Distribution Dates--Monthly: twenty-fifth day of each month
</TABLE>
- ------------
(1) The Date of Deposit is the date on which the Indenture was signed and
the deposit of Securities with the Trustee was made.
(2) This Public Offering Price is computed as of April 22, 1994 and may vary
from the Public Offering Price on the date of this Prospectus or any subsequent
date.
(3) Includes Trustee's fee, Sponsor's Portfolio supervision fee, estimated
expenses and Evaluator's fees.
(4)Exclusive of accrued interest which to April 29, 1994, the expected date
of settlement for the purchase of Units on April 22, 1994 was $18.44.
(5) The estimated current return is increased for transactions entitled to a
reduced sales charge. (See Part B--``The Trust''--``Estimated Annual Income and
Current Return per Unit.'')
(6) The Estimated Current Return is calculated by dividing the Estimated Net
Annual Income per Unit by the Public Offering Price per Unit. The Estimated Net
Annual Income per Unit will vary with changes in fees and expenses of the
Trustee and the Evaluator and with the principal prepayment, redemption,
maturity, exchange or sale of Securities while the Public Offering Price will
vary with changes in the offering price of the underlying Securities; therefore,
there is no assurance that the present Estimated Current Return indicated above
will be realized in the future. The Estimated Long-Term Return is calculated
using a formula which takes into consideration, and factors in the relative
weightings of, the market values, yields (which takes into account the
amortization of premiums and the accretion of discounts) and estimated
retirements of all of the Securities in the Trust and takes into account the
expenses and sales charge associated with each Unit. Since the market values and
estimated retirements of the Securities and the expenses of the Trust will
change, there is no assurance that the present Estimated Long-Term Return as
indicated above will be realized in the future. The Estimated Current Return and
Estimated Long-Term Return are expected to differ because the calculation of the
Estimated Long-Term Return reflects the estimated date and amount of principal
returned while the Estimated Current Return calculations include only Net Annual
Interest Income and Public Offering Price as of the above indicated calculation
date of the Summary of Essential Information.
A-vi
<PAGE>
Risk Factors
Potential purchasers of the Units of the New York Trust should consider the
fact that the Trust's Portfolio consists primarily of Securities issued by the
state of New York (the ``State'') or its municipalities or authorities and
realize the substantial risks associated with an investment in such Securities.
The Sponsor believes the information summarized below describes some of the
more significant aspects of the New York Trust. The sources of such information
are the official statements of issuers as well as other publicly available
documents. While the Sponsor has not independently verified this information, it
has no reason to believe that such information is not correct in all material
respects.
New York Trust
New York State
The recent national and regional economic recession has caused a substantial
reduction in State tax receipts. This reduction is the principal cause of the
imbalance between recurring receipts and disbursements that faced the Governor
and Legislature in the adoption of the budget for the 1991-92 and subsequent
fiscal years. The Governor is required by the State Constitution to submit an
Executive Budget that balances receipts and disbursements.
As a result of the recent national and regional economic recession, the
State's projections of tax revenues for its 1991-92 and 1992-93 fiscal years
were substantially reduced. Consequently, the State took various actions for its
1991-92 fiscal year, which included increases in certain State taxes and fees,
substantial decreases in certain expenditures from previously projected levels,
including cuts in State operations and reductions in State aid to localities,
and the sale of $531 million of short-term deficit notes prior to the end of the
State's 1991-92 fiscal year. The State's 1992-93 budget was passed on time,
closing an estimated $4.8 billion imbalance resulting primarily from the
national and regional economic recession. Major budgetary actions included a
freeze in the scheduled reduction in the personal income tax and business tax
surcharge, adoption of significant Medicaid cost containment or revenue
initiatives, and cost reductions in both agency operations and grants to local
governments from previously anticipated levels. For its 1992-93 fiscal year, the
State had a balanced budget on a cash basis with a positive margin of $671
million. This performance was primarily attributable to income tax collections
that were more than $700 million higher than originally projected.
The January 18, 1994 revision to the 1993-94 State Financial Plan projects a
General Fund surplus of $299 million reflecting an improving economy. Positive
developments affecting both receipts and disbursements contributed to this
improved outlook. Total receipts and transfers from other funds are estimated at
$32.862 billion and total disbursements and transfers to other funds are
estimated at $32.182 billion. Also included are a $67 million repayment to the
State's Tax Stabilization Reserve Fund and a $314 million transfer to the
State's Contingency Reserve Fund.
The 1994-95 State Financial Plan projects a balanced General Fund with total
receipts and transfers from other funds estimated at $33.422 billion, including
the 1993-94 $299 million surplus, and total disbursements and transfers to other
funds estimated at $33.399 billion. Also included is a $23 million repayment to
the State's Tax Stabilization Reserve Fund resulting in a projected balance of
$157 million at the end of fiscal 1994-95. The projected April 1, 1994 balance
in the Contingency Reserve Fund is $311 million.
The State has noted that its forecasts of tax receipts have been subject to
variance in recent fiscal years. In addition, many uncertainties exist in
forecasts of both national and State economies, including consumer attitudes
toward spending, Federal financial and monetary policies, the availability of
credit, and the condition of the world economy which could have an adverse
effect on the State. As a result of these uncertainties and other factors,
actual results could differ materially and adversely from the State's current
projections and the State's projections could be materially and adversely
changed from time to time. To address any potential budgetary imbalance, the
State may need to take significant actions to align recurring receipts and
disbursements in future fiscal years.
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. On March 9, 1993, Standard & Poor's confirmed its A-rating with
respect to the State's general obligation bonds. However, on February 14, 1994,
Standard & Poor's revised its stable rating outlook assessment on State general
obligation debt to positive. On January 6, 1992, Moody's reduced its ratings on
outstanding limited-liability State lease purchase and contractual obligations
from A to Baa1. On December 20, 1993, Moody's reconfirmed its A rating on the
State's general obligation long-term indebtedness.
A-vii
<PAGE>
State Authorities
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. Certain authorities
of the State, including the State Housing Finance Agency (``HFA''), the Urban
Development Corporation (``UDC'') and the Metropolitan Transportation Authority
(``MTA'') have faced and continue to experience substantial financial
difficulties which could adversely affect the ability of such authorities to
make payments of interest on, and principal amounts of, their respective bonds.
Should any of its authorities default on their respective obligations, the
State's access to public credit markets could be impaired. The difficulties have
in certain instances caused the State (under its so-called ``moral obligation'')
to appropriate funds on behalf of the authorities. Moreover, it is expected that
the problems faced by these authorities will continue and will require
increasing amounts of State assistance in future years. Failure of the State to
appropriate necessary amounts or to take other action to permit those
authorities having financial difficulties to meet their obligations (including
HFA, UDC and MTA) could result in a default by one or more of the authorities.
Such default, if it were to occur, would be likely to have a significant adverse
effect on investor confidence in, and therefore the market price of, obligations
of the defaulting authority.
The MTA oversees the operation of New York City's subway and bus lines by
its affiliates, the New York City Transit Authority and the Manhattan and Bronx
Surface Transit Operating Authority (collectively, the ``Transit Authority'' or
the ``TA''). Through MTA's subsidiaries, the Long Island Railroad Company, the
Metro-North Commuter Railroad Company and the Metropolitan Suburban Bus
Authority, the MTA operates certain commuter rail and bus lines in the New York
metropolitan area. In addition, the Staten Island Rapid Transit Operating
Authority, an MTA subsidiary, operates a rapid transit line on Staten Island.
Through its affiliated agency, the Triborough Bridge and Tunnel Authority (the
``TBTA''), the MTA operates certain intrastate toll bridges and tunnels. Because
fare revenues are not sufficient to finance the mass transit portion of these
operations, the MTA has depended and will continue to depend for operating
support upon a system of State, local government and TBTA support, and to the
extent available, Federal operating assistance, including loans, grants and
operating subsidies.
For 1993, the TA had an estimated closing cash balance of approximately $39
million and projects a 1994 cash surplus of $77.6 million. The MTA Board
approved an increase in TBTA tolls which took effect January 31, 1993. Since
TBTA operating surpluses help subsidize TA operations, the TBTA toll increase
and other developments eliminated an earlier projected budget gap of $266
million. If any of the assumptions used in making these projections prove
incorrect, the TA's financial results could deteriorate and the TA would be
required to seek additional State assistance, raise fares even higher or take
other actions. Legislation was enacted in April 1993, relating to MTA's
1992-1996 Capital Program, that approved the funding of a portion of the $9.56
billion Capital Program. The required approval of the State Capital Program
Review Board was obtained on December 17, 1993.
New York City
The fiscal health of the State is closely related to the fiscal health of
its localities, particularly The City of New York (the ``City''), which has
required and continues to require significant financial assistance from the
State which financial assistance could be affected by State revenue shortfalls
or spending increases beyond its projections. For each of its 1981 through 1993
fiscal years, the City, as required by State law, achieved balanced operating
results, in accordance with GAAP.
The New York State Financial Emergency Act for The City of New York (the
``Financial Emergency Act''), among other things, established the New York State
Financial Control Board (the ``Control Board'') to oversee the City's financial
affairs. The City operates under a four-year financial plan which is prepared
annually and is updated quarterly. The City submits its financial plans as well
as the updates quarterly to the Control Board for its review. The Municipal
Assistance Corporation for The City of New York (``MAC'') and the Office of the
State Deputy Comptroller for The City of New York (``OSDC'') assist the Control
Board in exercising its powers and responsibilities and exercise various
monitoring functions relating to the City's financial position.
The City's economy, although out of the recent long recession, is expected
to experience only moderate growth, with the local economy being held back by
the continuing weakness in important international economies. During each of the
fiscal years 1990-1993, as a result of the slowing economy, the City experienced
significant shortfalls from earlier projections in almost all of its major tax
sources, and was required to take exceptional measures to close substantial
budget gaps in order to maintain balanced budgets. The City's Financial Plan for
the 1994-97 fiscal years submitted on August 30, 1993 and modified in February
1994, sets forth actions to close a projected budget gap of $2.0 billion for the
A-viii
<PAGE>
1994 fiscal year which include productivity savings and savings from
restructuring the delivery of City services, service reductions, and the sale of
deliquent real property tax receivables. The Financial Plan also outlines
projected budget gaps of $2.3 billion, $3.2 billion and $3.3 billion for the
1995 through 1997 fiscal years, respectively.
As of June 30, 1993, the combined outstanding long-term indebtedness of the
City, MAC, the New York City Samurai Funding Corporation and certain public
benefit corporations was $25.7 billion up from $24.5 billion as of June 30,
1992.
As of June 30, 1993, the City estimated that its potential future liability
on account of outstanding claims against it amounted to approximately $2.2
billion and while the outcome of the proceedings and claims are not currently
predictable, adverse determinations in certain of them might have a material
adverse effect upon the City's ability to carry out the 1994-1997 Financial
Plan.
On July 2, 1993, Standard and Poor's confirmed its A-rating of City bonds
and continued its negative rating outlook assessment. On February 11, 1991,
Moody's Investors Service lowered its rating on the City's general obligation
bonds from A to Baa1.
Other New York Localities
Certain localities in addition to New York City could also have financial
problems leading to requests for additional State assistance in the future. The
potential impact on the State of any such requests by localities is not included
in the 1993-94 and 1994-95 Financial Plans.
Municipalities and school districts have engaged in substantial short-term
and long-term borrowings. In 1992, the total indebtedness of all other
localities in the State besides New York City was approximately $15.7 billion.
Although the 1992 level of deficit financing which totalled $131.1 million was
unprecedented, only $5.5 million in deficit financing was authorized for 1993.
Such deficit financing is not expected to have a material adverse effect on the
financial condition of the State. Certain proposed Federal expenditure
reductions would reduce, or in some cases eliminate, Federal funding of some
local programs and accordingly might impose substantial increased expenditure
requirements on affected localities. If the State, the City or any of the
Authorities were to suffer serious financial difficulties jeopardizing their
respective access to the public credit markets, the marketability of notes and
bonds issued by localities within the State could be adversely affected.
Localities also face anticipated and potential problems resulting from certain
pending litigation, judicial decisions, and long-range economic trends. The
longer range problems of declining urban population, increasing expenditures,
and other economic trends could adversely affect localities and require
increasing State assistance in the future.
Litigation
The State is the subject of numerous legal proceedings relating to State
finances, State programs and miscellaneous tort, real property and contract
claims in which the State is a defendant and where monetary damages sought are
substantial. These proceedings could adversely affect the financial condition of
the State.
Economy
A national recession commenced in mid-1990. The downturn continued
throughout the State's 1990-91 fiscal year and was followed by a period of weak
economic growth during the 1991 and 1992 calendar years. For calendar year 1993,
the economy grew faster than in 1992, but still at a very moderate rate, as
compared to other recoveries. Moderate economic growth is expected to continue
in calendar year 1994 at a slightly faster rate than 1993. Economic recovery
started considerably later in the State than in the nation as a whole due in
part to the significant retrenchment in the banking and financial services
industry, downsizing by several major corporations, cutbacks in defense
spending, and an oversupply of office buildings. There can be no assurance that
the State economy will not experience worse-than-predicted results in the
1993-94 and 1994-95 fiscal years, with corresponding material and adverse
effects on the State's projections of receipts and disbursements.
Over the long term, serious potential economic problems may continue to
aggravate State and local financial conditions. For decades, the State economy
has grown more slowly than the nation as a whole, resulting in the gradual
erosion of the State's relative economic affluence and tax base, and the
relocation of certain manufacturing operations and executive offices outside the
State. The causes of this relative decline are varied and complex, in many cases
involving national and international developments beyond the State's control.
Part of the reason for the long-term relative decline in the State economy has
been attributed to the combined state and local tax burden, which is among the
highest in the
A-ix
<PAGE>
<PAGE>
nation. The existence of this tax burden limits the State's ability to impose
higher taxes in the event of future financial difficulties.
If during the existence of the New York Trust, the City, the State, or any
of its agencies or municipalities, because of its or their own financial
difficulties, become unable to meet regular commitments or if there should be a
default, moratorium or other interruption of payments of interest or principal
on any obligation issued by the City, the State, or a municipality or other
authority in New York State, the market value and marketability of Bonds in the
New York Trust, the asset value of Units of the New York Trust and the interest
income to the New York Trust, could be adversely affected.
A-x
<PAGE>
<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
NATIONAL MUNICIPAL TRUST
SERIES 136 (Uninsured)
MULTISTATE SERIES 38
consisting of:
New York Trust (Insured)
We have audited the statements of financial condition and schedules of
portfolio securities of the National Municipal Trust, Series 136 (Uninsured)
and Multistate Series 38 consisting of the New York Trust (Insured) as of
January 31, 1994, and the related statements of operations and changes in net
assets for each of the three years in the period then ended. These financial
statements are the responsibility of the Trustee (see Footnote (a)(1)). 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 the securities owned as of January
31, 1994 as shown in the statements of financial condition and schedules of
portfolio securities by correspondence with United States Trust Company of
New York, the Trustee. An audit also includes assessing the accounting
principles used and the 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 the National Municipal
Trust, Series 136 (Uninsured) and Multistate Series 38 consisting of the New
York Trust (Insured) as of January 31, 1994, and the results of their
operations and the changes in their net assets for each of the three years in
the period then ended in conformity with generally accepted accounting
principles.
Deloitte & Touche
DELOITTE & TOUCHE
April 29, 1994
New York, New York
</AUDIT-REPORT>
A-1
<PAGE>
STATEMENT OF FINANCIAL CONDITION
NATIONAL MUNICIPAL TRUST, SERIES 136
(UNINSURED)
January 31, 1994
<TABLE>
TRUST PROPERTY
<S> <C>
Investments in municipal bonds at market value (amortized cost
$13,664,762) (Note (a) and Schedule of Portfolio Securities Notes
(4) and (5)) $15,222,262
Accrued interest receivable 260,040
Cash 14,505
Total 15,496,807
LIABILITY AND NET ASSETS
Less Liability:
Accrued Trust fees and expenses 8,090
Net Assets:
Balance applicable to 13,979 units of fractional undivided
interest outstanding (Note (c))
Capital, plus unrealized market
appreciation of $1,557,500 $15,222,262
Undistributed principal and net investment
income (Note (b)) 266,455
Net assets $15,488,717
Net asset value per unit ($15,488,717 divided by 13,979 units) $1,108.00
</TABLE>
See notes to financial statements
A-2
<PAGE>
<TABLE>
STATEMENTS OF OPERATIONS
NATIONAL MUNICIPAL TRUST, SERIES 136
(UNINSURED)
<CAPTION>
For the period from
For the years ended February 20, 1991
January 31, (date of deposit)
1994 1993 to January 31, 1992
<S> <C> <C> <C>
Investment income -- interest $1,058,354 $1,067,524 $ 988,483
Less: Expenses
Trust fees and expenses 21,333 22,400 20,738
Total expenses 21,333 22,400 20,738
Investment income -- net 1,037,021 1,045,124 967,745
Net gain on investments:
Realized gain (loss) on securities sold or
redeemed 42,430 (2,277) -
Unrealized market appreciation 692,061 496,115 369,324
Net gain on investments 734,491 493,838 369,324
Net increase in net assets
resulting from operations $1,771,512 $1,538,962 $1,337,069
</TABLE>
See notes to financial statements
A-3
<PAGE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
NATIONAL MUNICIPAL TRUST, SERIES 136
(UNINSURED)
<CAPTION>
For the period from
For the years ended February 20, 1991
January 31, (date of deposit)
1994 1993 to January 31, 1992
<S> <C> <C> <C>
Operations:
Investment income -- net $ 1,037,021 $ 1,045,124 $ 967,745
Realized gain (loss) on securities
sold or redeemed 42,430 (2,277) -
Unrealized market appreciation 692,061 496,115 369,324
Net increase in net assets resulting
from operations 1,771,512 1,538,962 1,337,069
Less: Distributions to Unit Holders
Principal (40,399) (44,982) -
Investment income -- net (995,636) (1,033,587) (716,285)
Total distributions (1,036,035) (1,078,569) (716,285)
Less: Capital Share Transactions
Redemption of 301 Units (327,822) - -
Accrued interest on redemption (6,164) - -
Total capital share transactions (333,986) - -
Net increase in net assets 401,491 460,393 620,784
Net assets:
Beginning of period (Note (c)) 15,087,226 14,626,833 14,006,049
End of period (including undistributed
principal and net investment income
of $266,455 and $242,425, and undis-
tributed net investment income of
$241,512, respectively) $15,488,717 $15,087,226 $14,626,833
</TABLE>
See notes to financial statements
A-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NATIONAL MUNICIPAL TRUST, SERIES 136
(UNINSURED)
January 31, 1994
(a) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Trust is registered under the Investment Company Act of 1940 as a
Unit Investment Trust. The following is a summary of the significant
accounting policies of the Trust:
(1) Basis of Presentation
The Trustee has custody of and responsibility for all accounting and
financial books, records, financial statements and related data of
the Trust and is responsible for establishing and maintaining a
system of internal controls directly related to, and designed to
provide reasonable assurance as to the integrity and reliability of,
financial reporting of the Trust. The Trustee is also responsible
for all estimates and accruals reflected in the Trust's financial
statements. The Evaluator determines the price for each underlying
Security included in the Trust's Schedule of Portfolio Securities on
the basis set forth in Part B of this Prospectus, "Public Offering
of Units -- Public Offering Price". Under the Securities Act of
1933 ("the Act"), as amended, the Sponsor is deemed to be an issuer
of the Trust Units. As such, the Sponsor has the responsibility of
an issuer under the Act with respect to financial statements of the
Trust included in the Registration Statement under the Act and
amendments thereto.
(2) Investments
Investments are stated at market value as determined by the
Evaluator based on the bid side evaluations on the last day of
trading during the period, except that value on the date of deposit
(February 20, 1991) represents the cost of investments to the Trust
based on the offering side evaluations as of the date of deposit.
(3) Income Taxes
The Trust in not an association taxable as a corporation for Federal
income tax purposes; accordingly, no provision is required for such
taxes.
(4) Expenses
The Trust pays annual Trust fees, including estimated expenses,
Evaluator's fees, and an annual Sponsor's portfolio supervision fee
and may incur additional charges as explained under "Expenses and
Charges" in Part B of this Prospectus.
A-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NATIONAL MUNICIPAL TRUST, SERIES 136
(UNINSURED)
January 31, 1994
(b) DISTRIBUTIONS
Effective July 2, 1993, interest received by the Trust is distributed to
the Unit Holders on or shortly after the twenty-fifth day of the month,
after deducting applicable expenses. Receipts other than interest are
distributed as explained in "Rights of Units Holders -- Distribution of
Interest and Principal" in Part B of this Prospectus.
(c) ORIGINAL COST TO INVESTORS
The original cost to investors represents the aggregate initial public
offering price as of the date of initial deposit (February 20, 1991)
exclusive of accrued interest.
<TABLE>
A reconciliation of the original cost of units to investors to the net
amount applicable to investors as of January 31, 1994 follows:
<S> <C>
Original cost to investors $14,704,484
Less: Gross underwriting commissions (sales charge) (698,435)
Net cost to investors 14,006,049
Cost of securities sold or redeemed (373,104)
Unrealized market appreciation 1,557,500
Accumulated interest accretion 31,817
Net amount applicable to investors $15,222,262
</TABLE>
(d) OTHER INFORMATION
<TABLE>
Selected data for a unit of the Trust during each period:
<CAPTION>
For the period from
For the years ended February 20, 1991
January 31, (date of deposit)
1994 1993 to January 31, 1992
<S> <C> <C> <C>
Principal distributions
during period $ 2.89 $ 3.15 $ -
Net investment income
distributions during
period $ 70.23 $ 72.38 $ 50.16
Net asset value at
end of period $1,108.00 $1,056.53 $1,024.29
Trust units outstanding
at end of period 13,979 14,280 14,280
</TABLE>
A-6
<PAGE>
<TABLE>
SCHEDULE OF PORTFOLIO SECURITIES
NATIONAL MUNICIPAL TRUST, SERIES 136
(UNINSURED)
<CAPTION>
Port- Optional
folio Rating Face Coupon Maturity Sinking Fund Refunding Market
No. Title of Securities <F1> Amount Rate Date Redemptions<F3> Redemptions<F2> Value<F4><F5>
<C> <S> <C> <C> <C> <C> <C> <C> <C>
1. Connecticut Resources
Recovery Authority, Resource
Recovery Revenue Bonds,
(American REF-FUEL Company
of Southeastern Connecticut
Project -- 1988 Series A).
<F6> AA- $ 1,500,000 8.000% 11/15/15 11/15/07@100 11/15/98@103 $ 1,741,980
2. Broward County, Florida,
Resource Recovery Bonds,
Series 1984B. A 1,415,000 7.950 12/01/08 12/01/94@100 12/01/99@103 1,630,943
3. City of Chicago, Chicago-
O'Hare International Airport,
Special Facility Revenue
Bonds, (American Airlines,
Inc. Project). <F6> Baa2<F7> 1,500,000 7.875 11/01/25 NONE 11/01/00@102 1,671,630
4. City of Chicago, Illinois,
Gas Supply Revenue Bonds,
1990 Series A (The Peoples
Gas, Light and Coke Company
Project). <F6> AA- 1,500,000 8.100 05/01/20 NONE 05/01/00@102 1,805,985
5. Illinois Health Facilities
Authority, Revenue Bonds,
Series 1989 (Edward Hospital
Association Project). A 500,000 7.900 02/15/19 02/15/97@100 02/15/00@102 583,980
6. Illinois Health Facilities
Authority, Revenue Refunding
Bonds, Series 1989A (Servant-
Cor). BBB+ 1,400,000 7.875 08/15/19 08/15/02@100 08/15/99@102 1,570,632
7. Massachusetts Housing
Finance Agency, Single-
Family Housing Revenue Bonds,
Series 13. <F6> Aa<F7> 1,500,000 7.950 06/01/23 06/01/15@100 06/01/00@102 1,641,180
8. Massachusetts Water Resources
Authority, General Revenue
Bonds, 1990 Series A. <F8> AAA 1,225,000 7.625 04/01/14 04/01/10@100 04/01/00@102 1,478,649
9. The Camden County Municipal
Utilities Authority (New
Jersey), County Agreement
Sewer Revenue, Capital Appre-
ciation Bonds, 1990A Series,
FGIC Insured. AAA 305,000 0.000 09/01/18 NONE NONE 83,094
10. Puerto Rico Electric Power
Authority, Power Revenue
Refunding Bonds, Series O. A- 575,000 0.000 07/01/17 NONE NONE 155,894
11. Brazos County Health Facili-
ties, Development Corpora-
tion, Franciscan Services
Corporation, Revenue Bonds,
Series 1989B (Saint Joseph
Hospital and Health Center
of Bryan, Texas). <F8> A- 1,000,000 7.750 01/01/19 01/01/02@100 01/01/99@102 1,188,720
12. Brazos River Authority
(Texas), Collateralized Pol-
lution Control Revenue Bonds,
(Houston Lighting & Power
Company Project), Series
1986A. <F6> A 1,500,000 7.875 11/01/18 NONE 11/01/96@102 1,669,575
$13,920,000 $15,222,262
</TABLE>
A-7
<PAGE>
<F1> All ratings are provided by Standard & Poor's Corporation, unless
otherwise indicated. A brief description of applicable Security
ratings is given under "Bond Ratings" in Part B of this
Prospectus.
<F2> There is shown under this heading the date on which each issue of
Securities is redeemable by the operation of optional call
provisions and the redemption price for that date; unless
otherwise indicated, each issue continues to be redeemable at
declining prices thereafter but not below par. Securities listed
as non-callable, as well as Securities listed as callable, may
also be redeemable at par under certain circumstances from special
redemption payments.
<F3> There is shown under this heading the date on which an issue of
Securities is subject to scheduled sinking fund redemption and the
redemption price at such date.
<F4> The market value of the Securities as of January 31, 1994 was
determined by the Evaluator on the basis of bid side evaluations
for the Securities at such date.
<F5> At January 31, 1994, the unrealized market appreciation of all
Securities was comprised of the following:
Gross unrealized market appreciation $1,557,500
Gross unrealized market depreciation -
Unrealized market appreciation $1,557,500
The amortized cost of the Securities for Federal income tax
purposes was $13,664,762 at January 31, 1994.
<F6> In the opinion of bond counsel to the issuing governmental
authorities, interest payments on these bonds will be a tax
preference item for individuals and corporations for alternative
minimum tax purposes. Normally, the bonds pay interest
semiannually. The payment dates can generally be determined based
on the date of maturity, i.e., a bond maturing on 12/1 will pay
interest semiannually on 6/1 and 12/1 (see "Tax Status").
<F7> Moody's Investors Service, Inc. rating.
<F8> The Issuers of Portfolio Nos. 8 and 11 have indicated that they
will refund these Securities on their respective optional
redemption dates.
A-8
<PAGE>
STATEMENT OF FINANCIAL CONDITION
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 38
NEW YORK TRUST
(INSURED)
January 31, 1994
<TABLE>
TRUST PROPERTY
<S> <C>
Investments in municipal bonds at market value (amortized cost
$2,907,403) (Note (a) and Schedule of Portfolio Securities Notes
(4) and (5)) $3,323,379
Accrued interest receivable 43,420
Cash 11,244
Total 3,378,043
LIABILITY AND NET ASSETS
Less Liability:
Accrued Trust fees and expenses 2,289
Net Assets:
Balance applicable to 3,000 units of fractional undivided
interest outstanding (Note (c))
Capital, plus unrealized market
appreciation of $415,976 $3,323,379
Undistributed principal and net investment
income (Note (b)) 52,375
Net assets $3,375,754
Net asset value per unit ($3,375,754 divided by 3,000 units) $1,125.25
</TABLE>
See notes to financial statements
A-9
<PAGE>
<TABLE>
STATEMENTS OF OPERATIONS
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 38
NEW YORK TRUST
(INSURED)
<CAPTION>
For the period from
For the years ended February 20, 1991
January 31, (date of deposit)
1994 1993 to January 31, 1992
<S> <C> <C> <C>
Investment income -- interest $208,291 $208,017 $192,823
Less: Expenses
Trust fees and expenses 5,536 5,910 5,467
Total expenses 5,536 5,910 5,467
Investment income -- net 202,755 202,107 187,356
Net gain on investments:
Realized loss on securities sold or redeemed (264) (264) -
Unrealized market appreciation 191,602 111,488 112,886
Net gain on investments 191,338 111,224 112,886
Net increase in net assets resulting from
operations $394,093 $313,331 $300,242
</TABLE>
See notes to financial statements
A-10
<PAGE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 38
NEW YORK TRUST
(INSURED)
<CAPTION>
For the period from
For the years ended February 20, 1991
January 31, (date of deposit)
1994 1993 to January 31, 1992
<S> <C> <C> <C>
Operations:
Investment income -- net $ 202,755 $ 202,107 $ 187,356
Realized loss on securities sold or
redeemed (264) (264) -
Unrealized market appreciation 191,602 111,488 112,886
Net increase in net assets
resulting from operations 394,093 313,331 300,242
Less: Distributions to Unit Holders
Principal (5,010) (4,980) -
Investment income -- net (189,420) (194,820) (134,580)
Total distributions (194,430) (199,800) (134,580)
Net increase in net assets 199,663 113,531 165,662
Net assets:
Beginning of period (Note (c)) 3,176,091 3,062,560 2,896,898
End of period (including undistrib-
uted principal and net investment
income of $52,375 and $46,530, and
undistributed net investment income
of $46,224, respectively) $3,375,754 $3,176,091 $3,062,560
</TABLE>
See notes to financial statements
A-11
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 38
NEW YORK TRUST
(INSURED)
January 31, 1994
(a) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Trust is registered under the Investment Company Act of 1940 as a
Unit Investment Trust. The following is a summary of the significant
accounting policies of the Trust:
(1) Basis of Presentation
The Trustee has custody of and responsibility for all accounting and
financial books, records, financial statements and related data of
the Trust and is responsible for establishing and maintaining a
system of internal controls directly related to, and designed to
provide reasonable assurance as to the integrity and reliability of,
financial reporting of the Trust. The Trustee is also responsible
for all estimates and accruals reflected in the Trust's financial
statements. The Evaluator determines the price for each underlying
Security included in the Trust's Schedule of Portfolio Securities on
the basis set forth in Part B of this Prospectus, "Public Offering
of Units -- Public Offering Price". Under the Securities Act of
1933 ("the Act"), as amended, the Sponsor is deemed to be an issuer
of the Trust Units. As such, the Sponsor has the responsibility of
an issuer under the Act with respect to financial statements of the
Trust included in the Registration Statement under the Act and
amendments thereto.
(2) Investments
Investments are stated at market value as determined by the
Evaluator based on the bid side evaluations on the last day of
trading during the period, except that value on the date of deposit
(February 20, 1991) represents the cost of investments to the Trust
based on the offering side evaluations as of the date of deposit.
(3) Income Taxes
The Trust in not an association taxable as a corporation for Federal
income tax purposes; accordingly, no provision is required for such
taxes.
(4) Expenses
The Trust pays annual Trust fees, including estimated expenses,
Evaluator's fees, and an annual Sponsor's portfolio supervision fee
and may incur additional charges as explained under "Expenses and
Charges" in Part B of this Prospectus.
A-12
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 38
NEW YORK TRUST
(INSURED)
January 31, 1994
(b) DISTRIBUTIONS
Effective July 2, 1993, interest received by the Trust is distributed to
the Unit Holders on or shortly after the twenty-fifth day of the month,
after deducting applicable expenses. Receipts other than interest are
distributed as explained in "Rights of Units Holders -- Distribution of
Interest and Principal" in Part B of this Prospectus.
(c) ORIGINAL COST TO INVESTORS
The original cost to investors represents the aggregate initial public
offering price as of the date of initial deposit (February 20, 1991)
exclusive of accrued interest.
<TABLE>
A reconciliation of the original cost of units to investors to the net
amount applicable to investors as of January 31, 1994 follows:
<S> <C>
Original cost to investors $3,041,378
Less: Gross underwriting commissions (sales charge) (144,480)
Net cost to investors 2,896,898
Cost of securities sold or redeemed (10,529)
Unrealized market appreciation 415,976
Accumulated interest accretion 21,034
Net amount applicable to investors $3,323,379
</TABLE>
A-13
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 38
NEW YORK TRUST
(INSURED)
January 31, 1994
(d) OTHER INFORMATION
<TABLE>
Selected data for a unit of the Trust during each period:
<CAPTION>
For the period from
For the years ended February 20, 1991
January 31, (date of deposit)
1994 1993 to January 31, 1992
<S> <C> <C> <C>
Interest income $ 69.43 $ 69.34 $ 64.27
Expenses (1.85) (1.97) (1.82)
Investment income
-- net 67.58 67.37 62.45
Income distributions (63.14) (64.94) (44.86)
4.44 2.43 17.59
Principal distribu-
tions (1.67) (1.66) -
Realized loss on
securities sold
or redeemed (.09) (.08) -
Unrealized market
appreciation 63.87 37.16 37.63
Increase in net
assets value 66.55 37.85 55.22
Net asset value --
beginning of
period 1,058.70 1,020.85 965.63
Net asset value --
end of period $1,125.25 $1,058.70 $1,020.85
</TABLE>
A-14
<PAGE>
<TABLE>
SCHEDULE OF PORTFOLIO SECURITIES
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 38
NEW YORK TRUST
(INSURED)
January 31, 1994
<CAPTION>
Port- Optional Market
folio Rating Face Coupon Maturity Sinking Fund Refunding Value
No. Title of Securities<F14> <F9> Amount Rate Date Redemptions<F11> Redemptions<F10> <F12><F13>
<C> <S> <C> <C> <C> <C> <C> <C> <C>
1. Dormitory Authority of the
State of New York, City Uni-
versity System Consolidated,
Second General Resolution
Revenue Bonds, Series 1990C,
FGIC Insured. AAA $ 300,000 7.000% 07/01/14 07/01/11@100 07/01/00@102 $ 348,705
2. Dormitory Authority of the
State of New York, City Uni-
versity System Consolidated,
Second General Resolution
Revenue Bonds, Series 1990A,
CGIC Insured. AAA 250,000 0.000 07/01/05 07/01/02@100 NONE 140,465
3. Metropolitan Transportation
Authority Commuter Facili-
ties Service Contract Bonds,
Series L, AMBAC Insured. AAA 400,000 7.500 07/01/17 07/01/09@100 07/01/98@102 460,348
4. New York City Municipal
Water Finance Authority,
Water and Sewer System Reve-
nue Bonds, Fiscal 1987,
Series A, FGIC Insured. <F15> AAA 300,000 7.000 06/15/14 06/15/05@100 06/15/96@102 331,026
5. New York City Municipal
Water Finance Authority,
Water and Sewer System Reve-
nue Bonds, Series A, FGIC
Insured. AAA 250,000 6.750 06/15/14 06/15/12@100 06/15/[email protected] 278,300
6. New York State Medical Care
Facilities Finance Agency,
Mental Health Services Facil-
ities Improvement Revenue
Bonds, 1990 Series A MBIA
Insured. AAA 490,000 7.750 02/15/20 02/01/11@100 02/15/00@102 586,780
7. New York State Urban Devel-
opment Corporation, Correc-
tional Capital Facilities
Revenue Bonds, Series 1, FSA
Insured. <F15> AAA 500,000 7.500 01/01/20 01/01/15@100 01/01/00@102 598,215
8. The City of New York, Gene-
ral Obligation Bonds, Fiscal
1991, Series A, FSA Insured. AAA 500,000 7.250 03/15/19 NONE 03/15/[email protected] 579,540
$2,990,000 $3,323,379
</TABLE>
A-15
<PAGE>
<F9> All ratings are provided by Standard & Poor's Corporation. A brief
description of applicable Security ratings is given under "Bond
Ratings" in Part B of this Prospectus.
<F10> There is shown under this heading the date on which each issue of
Securities is redeemable by the operation of optional call
provisions and the redemption price for that date; unless
otherwise indicated, each issue continues to be redeemable at
declining prices thereafter but not below par. Securities listed
as non-callable, as well as Securities listed as callable, may
also be redeemable at par under certain circumstances from special
redemption payments.
<F11> There is shown under this heading the date on which an issue of
Securities is subject to scheduled sinking fund redemption and the
redemption price at such date.
<F12> The market value of the Securities as of January 31, 1994 was
determined by the Evaluator on the basis of bid side evaluations
for the Securities at such date.
<F13> At January 31, 1994, the unrealized market appreciation of all
Securities was comprised of the following:
Gross unrealized market appreciation $415,976
Gross unrealized market depreciation -
Unrealized market appreciation $415,976
The amortized cost of the Securities for Federal income tax
purposes was $2,907,403 at January 31, 1994.
<F14> Insurance to maturity has been obtained by the issuer from the
listed Insurance Company for the Securities. The AAA ratings on
these Securities are based in part on the creditworthiness and
claims-paying ability of the Insurance Company insuring such
Security to Maturity. No premium is payable therefore by the
Trust.
<F15> The Issuers of Portfolio Nos. 4 and 7 have indicated that they will
refund these Securities on their respective optional redemption
dates.
A-16
<PAGE>
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 Prospectus.
Signatures.
Consent of independent public accountants and consent of evaluator;
all other consents were previously filed.
UNDERTAKING
The Sponsor undertakes that it will not instruct the Trustee to
accept from (i) Financial Guaranty Insurance Company, Municipal Bond Insurance
Association or any other insurance company affiliated with the Sponsor, in
settlement of any claim, less than an amount sufficient to pay any
principal or interest (and, in the case of a taxability redemption, premium)
then due on any Security in accordance with the municipal bond guaranty
insurance policy attached to such Security or (ii) any affiliate of the Sponsor
who has any obligation with respect to any Security, less than the full
amount due pursuant to the obligation, unless such instructions have been
approved by the Securities and Exchange Commission pursuant to Rule 17d-1 under
the Investment Company Act of 1940.
The following Exhibits:
****Ex. 3(i) - Restated Certificate of Incorporation of
Prudential Securities Incorporated dated March
29, 1993.
****Ex. 3(ii) - Revised By-Laws of Prudential Securities
Incorporated as amended through
March 5, 1993.
+Ex. 4 - Trust Indenture and Agreement dated September 6,
1989.
*Ex. 23 - Consent of Kenny S&P Evaluation Services, a
division of Kenny Information
Systems, Inc. (as evaluator).
***Ex. 24 - Powers of Attorney executed by a majority of the
Board of Directors of Prudential Securities
Incorporated.
Ex. 99 - Information as to Officers and Directors of
Prudential Securities Incorporated is
incorporated by reference to Schedules A and D
of Form BD filed by Prudential Securities
Incorporated pursuant to Rules l5b1-1
and l5b3-1 under the Securities Exchange Act of
1934 (1934 Act File No. 8-16267).
II-1
<PAGE>
**Ex. 99.a - Affiliations of Sponsor with other investment
companies.
**Ex. 99.b - Broker's Blanket Policies, Standard Form No. 14 in the
aggregate amount of $62,500,000.
+Ex. 99.c - Investment Advisory Agreement.
_________________________
* Filed herewith.
** Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement under the Securities Act of 1933 of
Prudential Unit Trusts, Insured Tax-Exempt Series 1, Registration No.
2-89263.
*** Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement under the Securities Act of 1933 of National
Municipal Trust Series 164, Registration No. 33-66108.
**** Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement under the Securities Act of 1933 of Government
Securities Equity Trust, Series 5, Registration No. 33-57992.
+ Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement under the Securities Act of 1933 of National
Municipal Trust, Insured Series 43, Registration No. 33-29314.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, National Municipal Trust, Series 136 and Multistate Series 38
certifies that it meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Registration Statement or amendments thereto
to be signed on its behalf by the undersigned thereunto duly authorized, in
the City of New York, and State of New York on the 16th day of May, 1994.
NATIONAL MUNICIPAL TRUST,
Series 136
Multistate Series 38
(Registrant)
By PRUDENTIAL SECURITIES INCORPORATED
(Depositor)
By the following persons,* who
constitute a majority of the
Board of Directors of Prudential
Securities Incorporated
Alan D. Hogan
Howard A. Knight
George A. Murray
John P. Murray
Leland B. Paton
Richard Redeker
Hardwick Simmons
By Richard R. Hoffmann
(Richard R. Hoffmann
First Vice President, as
authorized signatory for
Prudential Securities Incorporated
and Attorney-in-Fact for the
persons listed above)
_____________________
* Pursuant to Powers of Attorney previously filed.
II-3
<PAGE>
CONSENT OF COUNSEL
The consent of counsel to the use of its name in the Prospectus
included in this Registration Statement is contained in its opinion filed
as Exhibit 5 to the Registration Statement.
II-4
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated April 29, 1994, accompanying the
financial statements of the National Municipal Trust, Series 136 (Uninsured)
and Multistate Series 38 consisting of the New York Trust (Insured) included
herein and to the reference to our Firm as experts under the heading
"Auditors" in the prospectus which is a part of this registration statement.
Deloitte & Touche
DELOITTE & TOUCHE
May 13, 1994
New York, New York
II-5
<PAGE>
Exhibit 23
Letterhead of Kenny S&P Evaluation Services
(a division of Kenny Information Systems, Inc.)
May 17, 1994
Prudential Securities Incorporated
32 Old Slip
Financial Square
New York, NY 10292
Re: National Municipal Trust
Post-Effective Amendment No. 3
Series 136
Gentlemen:
We have examined the post-effective Amendment to the Registration
Statement File No. 33-38453 for the above-captioned trust. We hereby
acknowledge that Kenny S&P Evaluation Services, a division of Kenny
Information Systems, 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 Kenny Information Systems,
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 currently indicated in
our KENNYBASE database.
You are hereby authorized to file a copy of this letter with the
Securities and Exchange Commission.
Sincerely,
F.A. Shinal
F.A. Shinal
Senior Vice President
<PAGE>
Exhibit 23
Letterhead of Kenny S&P Evaluation Services
(a division of Kenny Information Systems, Inc.)
May 17, 1994
Prudential Securities Incorporated
32 Old Slip
Financial Square
New York, NY 10292
Re: National Municipal Trust
Post-Effective Amendment No. 3
Multistate Series 36
Gentlemen:
We have examined the post-effective Amendment to the Registration
Statement File No. 33-38454 for the above-captioned trust. We hereby
acknowledge that Kenny S&P Evaluation Services, a division of Kenny
Information Systems, 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 Kenny Information Systems,
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 currently indicated in
our KENNYBASE database.
You are hereby authorized to file a copy of this letter with the
Securities and Exchange Commission.
Sincerely,
F.A. Shinal
F.A. Shinal
Senior Vice President
