<PAGE>
As filed with the Securities and Exchange Commission on May 21,1997
Registration No. 33-44251
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
POST-EFFECTIVE AMENDMENT NO. 5 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 146
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, 1997 pursuant to paragraph (b);
___
/__/ 60 days after filing pursuant to paragraph (a);
___
/__/ on (date) pursuant to paragraph (a) of rule 485.
<PAGE>
CUSIPS: 63701H771R MAIL CODE A
Prospectus--PART A
NOTE: PART A of this Prospectus may not be distributed unless accompanied by
Part B.
- --------------------------------------------------------------------------------
NATIONAL MUNICIPAL TRUST
NMT Series 146
- --------------------------------------------------------------------------------
The initial public offering of Units in the 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 the 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. There is, of course, no guarantee that the Trust's
objectives will be achieved. The value of the Units of the Trust will fluctuate
with the value of the portfolio of underlying Securities. The Securities in the
Trust 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 Internal Revenue Code of 1986, as
amended. See 'Schedule of Portfolio Securities' and 'Portfolio Summary.'
Minimum Purchase: 1 Unit
PUBLIC OFFERING PRICE of the Units of the Trust is equal to the aggregate bid
side evaluation of the underlying Securities in the 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, 1997
<PAGE>
NATIONAL MUNICIPAL TRUST
Series 146
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
<S> <C> <C>
Summary................................................................................. Part A A-i
Summary of Essential Information........................................................ A-iii
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--Insurers......... 9
Objectives and Securities Selection................................................ 14
Estimated Annual Income Per Unit................................................... 14
Tax Status.............................................................................. 15
Public Offering of Units................................................................ 18
Public Offering Price.............................................................. 18
Public Distribution................................................................ 19
Secondary Market................................................................... 20
Sponsor's and Underwriters' Profits................................................ 20
Secondary Market Sales Charge...................................................... 20
Volume Discount.................................................................... 21
Employee Discount.................................................................. 21
Exchange Option......................................................................... 21
Tax Consequences................................................................... 23
Reinvestment Program.................................................................... 23
Expenses and Charges.................................................................... 23
Expenses........................................................................... 23
Fees............................................................................... 23
Other Charges...................................................................... 25
Rights of Unit Holders.................................................................. 25
Certificates....................................................................... 25
Distribution of Interest and Principal............................................. 25
Reports and Records................................................................ 27
Redemption......................................................................... 27
Sponsor................................................................................. 28
Limitations on Liability........................................................... 29
Responsibility..................................................................... 30
Resignation........................................................................ 30
Trustee................................................................................. 30
Limitations on Liability........................................................... 31
Responsibility..................................................................... 31
Resignation........................................................................ 31
Evaluator............................................................................... 31
Limitations on Liability........................................................... 31
Responsibility..................................................................... 31
Resignation........................................................................ 31
Amendment and Termination of the Indenture.............................................. 32
Amendment.......................................................................... 32
Termination........................................................................ 32
Legal Opinions.......................................................................... 32
Auditors................................................................................ 32
Bond Ratings............................................................................ 32
</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 146 ('National Trust' or the 'Trust' as the
context requires) is composed of interest-bearing municipal bonds (the
'Securities'). 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).
MONTHLY DISTRIBUTIONS of principal, premium, if any, and interest received
by the 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 the 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 the 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.
Note: In Part B 'Rights of Unit Holders--Distribution of Interest and
Principal,' the Minimum Principal Distribution Amount is amended to read $1.00
per Unit.
Note: The seventh paragraph on page B-7 in Part B is amended to delete such
paragraph and replace it with the following:
The Puerto Rican economy is affected by a number of Commonwealth and Federal
investment incentive programs. For example, prior to 1996, Section 936 of the
Internal Revenue Code generally provided deferral of Federal income taxes for
U.S. companies operating on the island until profits are repartriated. Section
936 was repealed by the Small Business Job Protection Act of 1996. It is
expected that the repeal of Section 936 will have a strongly negative impact on
Puerto Rico's economy.
Note: In Part B 'Trustee' the location of the unit investment trust office
of The Chase Manhattan Bank is amended to read 4 New York Plaza, New York, New
York 10004.
Note: The second paragraph in Part B 'Sponsor' is amended to delete such
paragraph and replace it with the following:
Prudential Securities is distributor for series of Prudential Government
Securities Trust, The BlackRock Government Income Trust, Command Government
Fund, Command Money Fund, Command Tax-Free Fund, Global Utility Fund, Inc.,
Nicholas-Applegate Fund, Inc., Prudential Allocation Fund, Prudential California
Municipal Fund, Prudential Distressed Securities Fund, Inc., Prudential
Diversified Bond Fund, Inc., Prudential Dryden Fund, Prudential Emerging Growth
Fund, Inc., Prudential Equity Fund, Inc., Prudential Equity Income Fund,
Prudential Europe Growth Fund, Inc., Prudential Global Genesis Fund, Inc., The
Global Government Plus Fund, Inc., Prudential Global Limited Maturity
A-i
<PAGE>
Fund, Inc., Prudential Global Natural Resources Fund, Inc., The Global Total
Return Fund, Inc., Prudential Government Income Fund, Prudential High Yield
Fund, Inc., Prudential Institutional Liquidity Portfolio, Inc., Prudential
Intermediate Global Income Fund, Inc., Prudential Jennison Series Fund, Inc.,
Prudential MoneyMart Assets, Inc., Prudential Mortgage Income Fund, Inc.,
Prudential Multi-Sector Fund, Inc., Prudential Municipal Bond Fund, Prudential
Municipal Series Fund, Prudential National Municipals Fund, Inc., Prudential
Pacific Growth Fund, Inc., Prudential Small Companies Fund, Inc., Prudential
Special Money Market Fund, Inc., Prudential Structured Maturity Fund, Inc.,
Prudential Tax-Free Money Fund, Inc., Prudential Utility Fund, Inc. and
Prudential World Fund, Inc.
Portfolio Summary
National Trust (Uninsured)
The Portfolio contains 13 issues of Securities of issuers located in 11
states and the Commonwealth of 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: 12.0%* of the Trust; health and hospital facilities: 35.9%* of the
Trust; housing facilities: 12.8%* of the Trust; lease facilities: 10.5%* of the
Trust; resource recovery facilities: 10.5%* of the Trust; utility facilities:
6.1%* of the Trust; miscellaneous: 12.2%* of the Trust. The Trust is
concentrated in health and hospital facilities Securities.
The Portfolio also contains Securities representing 3.0%* 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 3.0%* 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.
78.2%* of the Securities in the Trust are rated by Standard & Poor's
Corporation (14.3%* being rated AAA, 1.5%* being rated AA, 45.0%* being rated A
and 12.9%* being rated BBB and 4.5%* being rated BB) and 21.8%* of the
Securities in the Trust are rated by Moody's Investors Service (9.8%* being
rated Aa and 12.0%* being rated Baa). For a description of the meaning of the
applicable rating symbols as published by 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.
Eight Securities in the Trust have been issued with an 'original issue
discount.' (See Part B--'Tax Status.')
Of these original issue discount bonds, approximately 5.4% of the aggregate
principal amount of the Securities in the Trust (although only 1.6%* 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 38.0% 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 11.8%* of the Trust was
acquired.
- ------------
* Percentages computed on the basis of the aggregate bid price of the
Securities in the Trust on April 21, 1997.
A-ii
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
NATIONAL MUNICIPAL TRUST
SERIES 146
(UNINSURED)
As of April 21, 1997
<TABLE>
<S> <C>
FACE AMOUNT OF SECURITIES.......................... $8,730,000.00
NUMBER OF UNITS.................................... 9,252
FRACTIONAL UNDIVIDED INTEREST IN THE TRUST
REPRESENTED BY EACH UNIT......................... 1/9,252th
PUBLIC OFFERING PRICE
Aggregate bid side evaluation of Securities in
the Trust...................................... $8,917,288.61
Divided by 9,252 Units........................... $ 963.82
Plus sales charge of 5.027% of Public Offering
Price (5.294% of net amount invested in
Securities).................................... $ 51.02
-------------
Public Offering Price per Unit(2)(4)............. $ 1,014.84
-------------
-------------
REDEMPTION PRICE AND SPONSOR'S REPURCHASE PRICE PER
UNIT (based on bid side evaluation of underlying
Securities, $51.02 less than Public Offering
Price per Unit)(4)............................... $ 963.82
-------------
-------------
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--94.7%; at par--0%; at a discount from par--5.3%
EVALUATOR'S FEE FOR EACH EVALUATION: Maximum of $14.
EVALUATION TIME: 3:30 P.M. New York time
MANDATORY TERMINATION DATE: March 1, 2042
MINIMUM VALUE OF TRUST: The Trust may be terminated if the value
of the Trust is less than $3,740,000.
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 19, 1992(1)
</TABLE>
<TABLE>
<CAPTION>
Monthly
-------
<S> <C>
CALCULATION OF ESTIMATED NET ANNUAL INCOME PER UNIT
Estimated Annual Income per Unit............................................................... $65.64
Less estimated annual expenses per Unit(3)..................................................... (1.58)
-------
Estimated Net Annual Income per Unit........................................................... $64.06
-------
-------
Trustee's Annual Fee per $1,000 principal amount of underlying Securities........................ $ .96
Daily Rate of Income Accrual per Unit............................................................ $.1779
Estimated Current Return (based on Public Offering Price)(5)(6).................................. 6.31%
Estimated Long-Term Return(6).................................................................... 5.28%
INTEREST DISTRIBUTION
Estimated Net Annual Income per Unit / 12...................................................... $ 5.33
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 21, 1997 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 24, 1997, the expected date
of settlement for the purchase of Units on April 21, 1997 was $17.78.
(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 bid 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 on
a pre-tax basis 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 after-tax Estimated
Long-Term Return will be lower to the extent of any taxation on the disposition
of Securities. 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-iii
<PAGE>
<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
NATIONAL MUNICIPAL TRUST
SERIES 146 (Uninsured)
We have audited the statement of financial condition and schedule of
portfolio securities of the National Municipal Trust Series 146 (Uninsured)
as of January 31, 1997, 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, 1997 as shown in the statement of financial condition and
schedule of portfolio securities by correspondence with The Chase Manhattan
Bank, 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 146 (Uninsured) as of January 31, 1997, and the results of its
operations and the changes in its net assets for each of the three years in
the period then ended in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
April 19, 1997
New York, New York
</AUDIT-REPORT>
A-1
<PAGE>
STATEMENT OF FINANCIAL CONDITION
NATIONAL MUNICIPAL TRUST
SERIES 146
(UNINSURED)
January 31, 1997
TRUST PROPERTY
<TABLE>
<S> <C>
Investments in municipal bonds at market value
(amortized cost $8,585,458) (Note (a) and
Schedule of Portfolio Securities Notes (4) and (5)) $9,074,367
Accrued interest receivable 97,993
Cash 75,327
Total 9,247,687
LIABILITY AND NET ASSETS
Less Liability:
Accrued Trust fees and expenses 3,874
Net Assets:
Balance applicable to 9,350 Units of fractional undivided
interest outstanding (Note (c)):
Capital, plus unrealized market appreciation
of $488,909 $9,074,367
Undistributed principal and net investment
income (Note (b)) 169,446
Net assets $9,243,813
Net asset value per Unit ($9,243,813 divided by 9,350 Units) $ 988.64
</TABLE>
See notes to financial statements
A-2
<PAGE>
STATEMENTS OF OPERATIONS
NATIONAL MUNICIPAL TRUST
SERIES 146
(UNINSURED)
<TABLE>
<CAPTION>
For the years ended January 31,
1997 1996 1995
<S> <C> <C> <C>
Investment income - interest $626,381 $ 634,940 $641,982
Less Expenses:
Trust fees and expenses 14,060 14,246 14,401
Total expenses 14,060 14,246 14,401
Investment income - net 612,321 620,694 627,581
Net (loss) gain on investments:
Realized loss on securities sold or
redeemed (6,032) (6,001) (6,602)
Net unrealized market (depreciation) appre-
ciation (92,996) 657,519 (867,762)
Net (loss) gain on investments (99,028) 651,518 (874,364)
Net increase (decrease) in net assets resulting
from operations $513,293 $1,272,212 $(246,783)
</TABLE>
See notes to financial statements
A-3
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
NATIONAL MUNICIPAL TRUST
SERIES 146
(UNINSURED)
<TABLE>
<CAPTION>
For the years ended January 31,
1997 1996 1995
<S> <C> <C> <C>
Operations:
Investment income - net $ 612,321 $ 620,694 $ 627,581
Realized loss on securities sold or redeemed (6,032) (6,001) (6,602)
Net unrealized market (depreciation) appre-
ciation (92,996) 657,519 (867,762)
Net increase (decrease) in net
assets resulting from operations 513,293 1,272,212 (246,783)
Less Distributions to Unit Holders:
Principal (109,956) (115,005) (125,010)
Investment income - net (603,730) (613,080) (620,747)
Total distributions (713,686) (728,085) (745,757)
Net (decrease) increase in net assets (200,393) 544,127 (992,540)
Net assets:
Beginning of year 9,444,206 8,900,079 9,892,619
End of year (including undistributed principal
and net investment income of $169,446,
$168,510 and $168,094, respectively) $9,243,813 $9,444,206 $8,900,079
</TABLE>
See notes to financial statements
A-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NATIONAL MUNICIPAL TRUST
SERIES 146
(UNINSURED)
January 31, 1997
(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 19, 1992) 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 an annual Trustee's fee, 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.
(b) DISTRIBUTIONS
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.
A-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NATIONAL MUNICIPAL TRUST
SERIES 146
(UNINSURED)
January 31, 1997
(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 19, 1992)
exclusive of accrued interest.
A reconciliation of the original cost of Units to investors to the net
amount applicable to investors as of January 31, 1997 follows:
<TABLE>
<S> <C>
Original cost to investors $9,556,263
Less: Gross underwriting commissions (sales charge) (453,943)
Net cost to investors 9,102,320
Cost of securities sold or redeemed (550,409)
Unrealized market appreciation 488,909
Accumulated interest accretion 33,547
Net amount applicable to investors $9,074,367
</TABLE>
(d) OTHER INFORMATION
Selected data for a Unit of the Trust during each year:
<TABLE>
<CAPTION>
For the years ended January 31,
1997 1996 1995
<S> <C> <C> <C>
Interest income $ 66.99 $ 67.91 $ 68.66
Expenses (1.50) (1.53) (1.54)
Investment income - net 65.49 66.38 67.12
Income distributions (64.57) (65.57) (66.39)
.92 .81 .73
Principal distributions (11.76) (12.30) (13.37)
Realized loss on securities
sold or redeemed (.65) (.64) (.70)
Net unrealized market (deprecia-
tion) appreciation (9.95) 70.33 (92.81)
Net (decrease) increase in net
asset value (21.44) 58.20 (106.15)
Net asset value - beginning of
year 1,010.08 951.88 1,058.03
Net asset value - end of year $ 988.64 $1,010.08 $ 951.88
</TABLE>
A-6
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
NATIONAL MUNICIPAL TRUST
SERIES 146
(UNINSURED)
January 31, 1997
<TABLE>
<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. Regional Airports Improve-
ment Corporation, Facilities
Lease Revenue Bonds, Issue
of 1991, LAXFUEL Corpora-
tion (Los Angeles Interna-
tional Airport). <F6> A- $1,000,000 6.800% 01/01/27 01/01/23@100 01/01/02@102 $1,036,100
2. Broward County, Florida,
Resource Recovery Revenue
Bonds, Series 1984 (Broward
Waste Energy Company, L. P.
North Project). A 860,000 7.950 12/01/08 12/01/97@100 12/01/99@103 944,736
3. Illinois Health Facilities
Authority, Revenue Bonds,
Series 1992 (Edward Hospital
Association Project). A 1,000,000 7.000 02/15/22 02/15/13@100 02/15/02@102 1,060,220
4. Union Twp. Refunding
Building Corporation, First
Mortgage Refunding Bonds,
Series 1992, Porter County,
Indiana. A 1,000,000 7.000 01/01/09 01/01/05@100 01/01/02@101 1,094,470
5. City of Owensboro,
Kentucky, Electric Light
and Power System Revenue
Bonds, 1991-B Series.
(AMBAC Insured) <F8> AAA 100,000 0.000 01/01/20 NONE NONE 26,915
6. Minnesota Housing Finance
Agency, Single-Family Mort-
gage Bonds, 1990 Series E. AA+ 130,000 7.700 07/01/16 01/01/06@100 01/01/01@102 137,618
7. Missouri Housing Develop-
ment Commission, Single-
Family Mortgage Revenue
Bonds, (GNMA Mortgage-
Backed Securities Program),
1989 Series B, GNMA Insured.
<F6> AAA 125,000 7.625 06/01/21 06/01/11@100 06/01/99@102 130,109
8. New Hampshire Housing
Finance Authority, Single-
Family Residential Mortgage
Bonds, 1991 Series B. <F6> Aa<F7> 835,000 7.750 07/01/23 01/01/12@100 07/01/01@102 880,048
9. The Union County Utilities
Authority (New Jersey),
Solid Waste System Revenue
Bonds, 1991 Series A. <F6> BB 390,000 7.200 06/15/14 06/15/10@100 06/15/02@102 398,342
10. Trustees of the Tulsa
Municipal Airport Trust,
Revenue Bonds, Series 1991,
American Airlines. <F6> Baa2<F7> 1,000,000 7.600 12/01/30 NONE 06/01/01@102 1,080,440
11. Tulsa Industrial Author-
ity, Hospital Revenue Bonds,
(Tulsa Regional Medical
Center), Series 1991A. <F9> AAA 1,000,000 7.625 06/01/17 06/01/07@100 06/01/01@102 1,132,260
12. The Hospitals and Higher
Education Facilities Author-
ity of Philadelphia, Hospi-
tal Revenue Bonds, Series A
and B of 1991, (Graduate
Health System Obligated
Group). BBB+ 1,000,000 7.250 07/01/18 07/01/11@100 07/01/02@102 1,033,890
13. Puerto Rico Electric
Power Authority, Power Reve-
nue Bonds, Series O. BBB+ 390,000 0.000 07/01/17 NONE NONE 119,219
$8,830,000 $9,074,367
</TABLE>
See notes to schedule of portfolio securities
A-7
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
NATIONAL MUNICIPAL TRUST
SERIES 146
(UNINSURED)
January 31, 1997
<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 on such date.
<F4> The market value of the Securities as of January 31, 1997 was
determined by the Evaluator on the basis of bid side evaluations
for the Securities at such date.
<F5> At January 31, 1997, the unrealized market appreciation of all
Securities was comprised of the following:
<TABLE>
<S> <C>
Gross unrealized market appreciation $488,909
Gross unrealized market depreciation -
Unrealized market appreciation $488,909
</TABLE>
The amortized cost of the Securities for Federal income tax purposes
was $8,585,458 at January 31, 1997.
<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 December 1 will
pay interest semiannually on June 1 and December 1. See "Tax
Status" in Part B of this Prospectus.
<F7> Moody's Investors Service, Inc. Rating.
<F8> Insurance to maturity has been obtained by the Issuer from the
listed Insurance Company. The "AAA" rating on this Security is
based in part on the creditworthiness and claims-paying ability of
the Insurance Company insuring such Security to maturity.
<F9> The Issuer of Portfolio No. 11 has indicated that it will refund
this Security on its optional redemption date.
A-8
<PAGE>
(MODULE)
[NAME] NMT-PUT-PTB-996
[CIK] 0000941856
[CCC] 3ttrjz#m
(/MODULE)
<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.
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 June 21, 1996.
+EX-4 - Trust Indenture and Agreement dated September 6,
1989.
*EX-23 - Consent of Kenny S&P Evaluation Services, a
division of J.J. Kenny Co., Inc. (as evaluator).
***EX-24 - Powers of Attorney executed by a majority of the
Board of Directors of Prudential Securities
Incorporated.
*Ex-27 - Financial Data Schedule.
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).
**EX-99.2 - Affiliations of Sponsor with other investment
companies.
**EX-99.3 - Broker's Blanket Policies, Standard Form No. 39 in
the aggregate amount of $62,500,000.
+EX-99.4 - Investment Advisory Agreement.
II-1
<PAGE>
_________________________
* 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 exhibits 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, Series 172, Registration No. 33-54681 and
National Equity Trust, Top Ten Portfolio Series 3, Registration No.
333-15919.
**** 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, Series 186, Registration No. 33-54697.
+ 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 146 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 amendment 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 20th day of May, 1997.
NATIONAL MUNICIPAL TRUST,
Series 146
(Registrant)
By PRUDENTIAL SECURITIES INCORPORATED
(Depositor)
By the following persons,* who
constitute a majority of the
Board of Directors of Prudential
Securities Incorporated
Robert C. Golden
Alan D. Hogan
A. Laurence Norton, Jr.
Leland B. Paton
Martin Pfinsgraff
Vincent T. Pica II
Hardwick Simmons
Lee B. Spencer, Jr.
By __/s/ Kenneth Swankie _________
(Kenneth Swankie
Senior Vice President,
Manager--Unit Investment
Trust Department,
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 19, 1997, accompanying the
financial statements of the National Municipal Trust Series 146 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 LLP
DELOITTE & TOUCHE LLP
May 19, 1997
New York, New York
II-5
<PAGE>
Exhibit 23
Letterhead of Kenny S&P Evaluation Services
(a division of J.J. Kenny Co., Inc.)
May 21, 1997
Prudential Securities Incorporated
1 New York Plaza
New York, NY 10292
Re: National Municipal Trust
Post-Effective Amendment No. 5
Series 146
Gentlemen:
We have examined the post-effective Amendment to the
Registration Statement File No. 33-44251 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 Registration Statement of the references
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 Registration Statement for the respective bonds comprising the trust
portfolio are the ratings currently indicated in our KENNYBASE database as
of the date of the evaluation report.
You are hereby authorized to file a copy of this letter with
the Securities and Exchange Commission.
Sincerely,
Frank A. Ciccotto
Frank A. Ciccotto
Vice President
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS FOR NMT SERIES 146 (UNINSURED)
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<RESTATED>
<CIK> 0000881719
<NAME> NATIONAL MUNICIPAL TRUST
SERIES 146 (UNINSURED)
<SERIES>
<NAME> NATIONAL MUNICIPAL TRUST
SERIES (UNINSURED)
<NUMBER> 146
<MULTIPLIER> 1
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> Jan-31-1997
<PERIOD-START> Feb-1-1996
<PERIOD-END> Jan-31-1997
<INVESTMENTS-AT-COST> 8,585,458
<INVESTMENTS-AT-VALUE> 9,074,367
<RECEIVABLES> 97,993
<ASSETS-OTHER> 75,327
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 9,247,687
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,874
<TOTAL-LIABILITIES> 3,874
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 8,585,504
<SHARES-COMMON-STOCK> 9,350
<SHARES-COMMON-PRIOR> 9,350
<ACCUMULATED-NII-CURRENT> 169,400
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 488,909
<NET-ASSETS> 9,243,813
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 618,682
<OTHER-INCOME> 7,699
<EXPENSES-NET> 14,060
<NET-INVESTMENT-INCOME> 612,321
<REALIZED-GAINS-CURRENT> (6,032)
<APPREC-INCREASE-CURRENT> (92,996)
<NET-CHANGE-FROM-OPS> 513,293
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 603,730
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 109,956
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (200,393)
<ACCUMULATED-NII-PRIOR> 168,508
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
