Insured California Series 58
File No. 33-45205
Investment Company Act No. 811-3676
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 In-
vestment Trusts Registered on Form N-8B-2
A. Exact name of Trust:
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 58
B. Name of Depositor:
DEAN WITTER REYNOLDS INC.
C. Complete address of Depositor's principal executive office:
DEAN WITTER REYNOLDS INC.
Two World Trade Center
New York, New York 10048
D. Name and complete address of agent for service:
Mr. Michael D. Browne
Dean Witter Reynolds Inc.
Unit Trust Department
Two World Trade Center, 59th Floor
New York, New York 10048
Copy to:
Kenneth W. Orce, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
/x/ Check box if it is proposed that this filing should become effec-
tive immediately upon filing pursuant to paragraph(b) of Rule
485.
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction 1
as to Prospectus on Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. Organization and General Information
1. (a) Name of Trust Front Cover
(b) Title of securities issued
2. Name and address of Depositor Table of Contents
3. Name and address of Trustee Table of Contents
4. Name and address of principal Table of Contents
Underwriter
5. Organization of Trust Introduction
6. Execution and termination of Introduction; Amendment
Indenture and Termination of the
Indenture
7. Changes of name *30
8. Fiscal Year Included in Form N-8B-2
9. Litigation *30
II. General Description of the Trust
and Securities of the Trust
10. General Information regarding
Trust's Securities and Rights
of Holders
(a) Type of Securities Rights of Unit Holders
(Registered or Bearer)
(b) Type of Securities Administration of the
(Cumulative or Distribu- Trust-Distribution
tive)
__________________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(c) Rights of Holders as to Redemption; Public Of-
Withdrawal or Redemption fering of Units-
Secondary Market
(d) Rights of Holders as to Public Offering of
conversion, transfer, etc. Units-Secondary Market;
Exchange Option; Re-
demption; Rights of
Unit Holders-
Certificates
(e) Lapses or defaults with *30
respect to periodic pay-
ment plan certificates
(f) Voting rights as to Secu- Rights of Unit Holders-
rities under the Indenture Certain Limitations
(g) Notice to Holders as to Amendment and Termina-
change in: tion of the Indenture
1) Assets of Trust Administration of the
Trust-Reports to Unit
Holders; The Trust-
Summary Description of
the Portfolios
2) Terms and Conditions Amendment and Termina-
of Trust's Securities tion of the Indenture
3) Provisions of Trust Amendment and Termina-
tion of the Indenture
4) Identity of Depositor Sponsor; Trustee
and Trustee
(h) Security Holders' consent
required to change:
1) Composition of assets Amendment and Termina-
of Trust tion of the Indenture
2) Terms and conditions Amendment and Termina-
of Trust's Securities tion of the Indenture
__________________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
3) Provisions of Inden- Amendment and Termina-
ture tion of the Indenture
4) Identity of Depositor *30
and Trustee
(i) Other Provisions Cover of Prospectus;
Tax Status
11. Type of securities comprising The Trust-Summary De-
units scription of the Port-
folios; Objectives and
Securities Selection;
The Trust-Special Con-
siderations
12. Type of securities comprising *30
periodic payment certificates
13. (a) Load, fees, expenses, etc. Summary of Essential
Information; Public Of-
fering of Units-Public
Offering Price;-Profit
of Sponsor;-Volume Dis-
count; Expenses and
Charges
(b) Certain information re- *30
garding periodic payment
certificates
(c) Certain percentages Summary of Essential
Information; Public Of-
fering of Units-Public
Offering Price;-Profit
of Sponsor;-Volume Dis-
count
(d) Price differentials Public Offering of
Units - Public Offering
Price
(e) Certain other fees, etc. Rights of Unit Holders
payable by holders - Certificates
__________________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(f) Certain profits receivable Redemption - Purchase
by depositor, principal by the Sponsors of
underwriters, trustee or Units Tendered for Re-
affiliated persons demption
(g) Ratio of annual charges to *30
income
14. Issuance of trust's securities Introduction; Rights of
Unit Holders - Certifi-
cates
15. Receipt and handling of pay- Public Offering of
ments from purchasers Units-Profit of Sponsor
16. Acquisition and disposition of Introduction; Amendment
underlying securities and Termination of the
Indenture; Objectives
and Securities Selec-
tion; The Trust-Summary
Description of the
Portfolio; Sponsor-
Responsibility
17. Withdrawal or redemption by Se- Redemption; Public Of-
curity Holders fering of Units - Sec-
ondary Market
18. (a) Receipt and disposition of Administration of the
income Trust; Reinvestment
Programs
(b) Reinvestment of distribu- Reinvestment Programs
tions
(c) Reserves or special fund Administration of the
Trust-Distribution
(d) Schedule of distribution *30
19. Records, accounts and report Administration of the
Trust-Records and Ac-
counts;-Reports to Unit
Holders
__________________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
20. Certain miscellaneous provi- Amendment and Termina-
sions of the Indenture tion of the Indenture;
Sponsor - Limitation on
Liability - Resigna-
tion; Trustee - Limita-
tion on Liability -
Resignation
21. Loans to security holders *30
22. Limitations on liability Sponsor, Trustee;
Evaluator - Limitation
on Liability
23. Bonding arrangements Included on Form N-8B-2
24. Other material provisions of *30
the Indenture
III. Organization Personnel and
Affiliated Persons of Depositor
25. Organization of Depositor Sponsor
26. Fees received by Depositor Expenses and Charges -
Fees; Public Offering
of Units-Profit of
Sponsor
27. Business of Depositor Sponsor and Included in
Form N-8B-2
28. Certain information as to offi- Included in Form N-8B-2
cials and affiliated persons of
Depositor
29. Voting securities of Depositor Included in Form N-8B-2
30. Persons controlling Depositor *30
31. Payments by Depositor for cer- *30
tain other services
32. Payments by Depositor for cer- *30
tain other services rendered to
trust
__________________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
33. Remuneration of employees of *30
Depositor for certain services
rendered to trust
34. Remuneration of other persons
for certain services rendered *30
to trust
IV. Distribution and Redemption of Securities
35. Distribution of trust's securi- Public Offering of
ties by states Units-Public Distribu-
tion
36. Suspension of sales of trust's *30
securities
37. Revocation of authority to dis- *30
tribute
38. (a) Method of distribution Public Offering of
(b) Underwriting agreements Units
(c) Selling agreements
39. (a) Organization of principal Sponsor
underwriter
(b) N.A.S.D. membership of
principal underwriter
40. Certain fees received by prin- Public Offering of
cipal underwriter Units-Profit of Sponsor
41. (a) Business of principal un- Sponsor
derwriter
(b) Branch officers of princi- *30
pal underwriter
(c) Salesman of principal un- *30
derwriter
42. Ownership of trust's securities *30
by certain persons
__________________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
43. Certain brokerage commissions *30
received by principal under-
writer
44. (a) Method of valuation Public Offering of
Units
(b) Schedule as to offering *30
price
(c) Variation in offering Public Offering of
price to certain persons Units--Volume Discount;
Exchange Option
45. Suspension of redemption rights *30
46. (a) Redemption valuation Public Offering of
Units-Secondary Market;
Redemption
(b) Schedule as to redemption *30
price
47. Maintenance of position in un- See items 10(d), 44 and
derlying securities 46
V. Information concerning the Trustee or Custodian
48. Organization and regulation of Trustee
Trustee
49. Fees and expenses of Trustee Expenses and Charges
50. Trustee's lien Expenses and Charges
VI. Information concerning Insurance
of Holders of Securities
51. (a) Name and address of Insur- *30
ance Company
(b) Type of policies *30
(c) Type of risks insured and *30
excluded
__________________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(d) Coverage of policies *30
(e) Beneficiaries of policies *30
(f) Terms and manner of can- *30
cellation
(g) Method of determining pre- *30
miums
(h) Amount of aggregate premi- *30
ums paid
(i) Who receives any part of *30
premiums
(j) Other material provisions *30
of the Trust relating to
insurance
VII. Policy of Registrant
52. (a) Method of selecting and Introduction; Objec-
eliminating securities tives and Securities
from the Trust Selection; The Trust -
Summary Description of
the Portfolio; Sponsor
- Responsibility
(b) Elimination of securities *30
from the Trust
(c) Policy of Trust regarding Introduction; Objec-
substitution and elimina- tives and Securities
tion of securities Selection; Sponsor -
Responsibility
(d) Description of any funda- *30
mental policy of the Trust
53. Taxable status of the Trust Cover of Prospectus;
Tax Status
VIII. Financial and Statistical Information
__________________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
54. Information regarding the *30
Trust's past ten fiscal years
55. Certain information regarding *30
periodic payment plan certifi-
cates
56. Certain information regarding *30
periodic payment plan certifi-
cates
57. Certain information regarding *30
periodic payment plan certifi-
cates
58. Certain information regarding *30
periodic payment plan certifi-
cates
59. Financial statements Statement of Financial
(Instruction 1(c) to Form S-6) Condition
__________________
*30 Not applicable, answer negative or not required.
LOGO
DEAN WITTER SELECT
MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 58
Standard & Poor's Corporation Rating: AAA
(Unit Investment Trusts)
_______________________________________________________________
This Trust was formed for the purpose of providing interest income which in
the opinion of bond counsel is, under existing law, excludable from gross
income for Federal income tax purposes (except in certain instances depend-
ing on the Unit Holders) and is exempt from State of California income
taxes to individual Unit Holders resident in the State of California,
through investment in a fixed portfolio consisting primarily of insured
long-term California state, municipal and public authority debt obliga-
tions. The value of the Units of the Insured Trust will fluctuate with the
value of the portfolio of underlying Securities. The Units of the Trust
are rated AAA by Standard & Poor's Corporation because all of the Securi-
ties have been irrevocably insured by insurance provided by the respective
Issuers thereof or obtained by third parties. Minimum Purchase: 1 Unit.
_______________________________________________________________
This Prospectus consists of two parts. Part A contains a Summary of Essen-
tial Information and descriptive material relating to the Trust, and the
portfolio and financial statements of the Trust. Part B contains a general
description of the Trust. Part A may not be distributed unless accompanied
by Part B.
_______________________________________________________________
The Initial Public Offering of Units in the Trust has been completed. The
Units offered hereby are issued and outstanding Units which have been ac-
quired by the Sponsor either by purchase from the Trustee of Units tendered
for redemption or in the Secondary Market.
_______________________________________________________________
Sponsor: LOGO DEAN WITTER REYNOLDS INC.
_______________________________________________________________
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.
_______________________________________________________________
Read and retain both parts of this Prospectus for future reference.
Units of the Trust are not deposits or obligations of, or guaranteed or en-
dorsed by, any bank, and the Units are not federally insured by the Federal
Deposit Insurance Corporation, Federal Reserve Board, or any other agency.
Prospectus Part A dated September 4, 1997
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.
THE USE OF THE TERM "INSURED" IN THE NAME OF THIS A DOES NOT MEAN THAT THE
TRUST UNITS ARE INSURED BY ANY GOVERNMENTAL OR PRIVATE ORGANIZATION. THE
TRUST UNITS ARE NOT INSURED.
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 58
TABLE OF CONTENTS
Page
PART A
Table of Contents..................................... A-1
Summary of Essential Information...................... A-3
Independent Auditor's Report.......................... F-1
PART B
Introduction.......................................... 1
The Trust............................................. 2
Special Considerations........................... 2
Summary Description of the Portfolios............ 3
Insurance on the Securities in an Insured Trust....... 21
Objectives and Securities Selection................... 25
The Units............................................. 26
Tax Status............................................ 27
Public Offering of Units.............................. 32
Public Offering Price............................ 32
Public Distribution.............................. 33
Secondary Market................................. 34
Profit of Sponsor................................ 35
Volume Discount.................................. 35
Exchange Option....................................... 36
Reinvestment Programs................................. 37
Redemption............................................ 38
Tender of Units.................................. 38
Computation of Redemption Price per Unit......... 39
Purchase by the Sponsor of Units Tendered
for Redemption................................. 39
Rights of Unit Holders................................ 40
Certificates..................................... 40
Certain Limitations.............................. 40
A-1
Page
Expenses and Charges.................................. 40
Initial Expenses................................. 40
Fees............................................. 40
Other Charges.................................... 41
Administration of the Trust........................... 42
Records and Accounts............................. 42
Distribution..................................... 42
Distribution of Interest and Principal........... 42
Reports to Unit Holders.......................... 44
Sponsor............................................... 45
Trustee............................................... 47
Evaluator............................................. 48
Amendment and Termination of the Indenture............ 49
Legal Opinions........................................ 50
Auditors.............................................. 50
Bond Ratings.......................................... 50
Federal Tax Free vs. Taxable Income................... 54
Sponsor:
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Evaluator:
Kenny S&P Evaluation Services
A Division of J.J. Kenny Co., Inc.
65 Broadway
New York, New York 10006
Trustee:
The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS WITH RESPECT TO THIS INVESTMENT COMPANY NOT CONTAINED IN
THIS PROSPECTUS; AND ANY INFORMATION OR REPRESENTATION 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.
A-2
<PAGE>
<TABLE>
<CAPTION>
SUMMARY OF ESSENTIAL INFORMATION
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 58
As of June 30, 1997
<S> <C> <S> <C>
FACE AMOUNT OF SECURITIES $3,575,000.00 DAILY RATE AT WHICH ESTIMATED NET
INTEREST ACCRUES PER UNIT .0157%
NUMBER OF UNITS 3,559
ESTIMATED CURRENT RETURN (based on
FRACTIONAL UNDIVIDED INTEREST IN Public Offering Price)<F2> 5.358%
THE TRUST REPRESENTED BY EACH
UNIT 1/3,559th ESTIMATED LONG TERM RETURN (based on
Public Offering Price)<F2> 4.716%
PUBLIC OFFERING PRICE
MONTHLY INTEREST DISTRIBUTIONS
Aggregate bid side evaluation
of Securities in the Trust $3,619,342.00 Estimated net annual interest rate
per Unit times $1,000 $56.47
Divided by 3,559 Units $ 1,016.95 Divided by 12 $ 4.71
Plus sales charge of 3.508% of RECORD DATE: The ninth day of each
Public Offering Price (3.635% month
of net amount invested in
Securities) 36.97 DISTRIBUTION DATE: The fifteenth
day of each month
Public Offering Price per Unit 1,053.92
MINIMUM PRINCIPAL DISTRIBUTION: No
Plus undistributed principal and distribution need be made from the
net investment income and Principal Account if balance therein
accrued interest 16.12<F1> is less than $1.00 per Unit outstanding
Adjusted Public Offering Price $ 1,070.04 TRUSTEE'S ANNUAL FEE AND EXPENSES (in-
cluding estimated expenses and
Evaluator's fee) $1.90 per $1,000
SPONSOR'S REPURCHASE PRICE AND face amount of underlying Securities $ 1.90
REDEMPTION PRICE PER UNIT (based
on bid side evaluation of underlying SPONSOR'S ANNUAL PORTFOLIO SUPERVISION
Securities, $36.97 less than FEE: Maximum of $.25 per $1,000
Adjusted Public Offering Price face amount of underlying Securities .25
per Unit) $ 1,033.07
TOTAL ESTIMATED ANNUAL EXPENSES
PER UNIT $ 2.15
CALCULATION OF ESTIMATED NET
ANNUAL INTEREST RATE PER UNIT EVALUATOR'S FEE FOR EACH EVALUATION: Maximum
(based on face amount of $1,000 of $4.00
per Unit)
EVALUATION TIME: 4:00 P.M. New York Time
Annual interest rate per Unit 5.862%
MANDATORY TERMINATION DATE: January 1, 2041
Less estimated annual expenses per
Unit ($2.15) expressed as a
percentage .215% DISCRETIONARY LIQUIDATION AMOUNT: The Trust
may be terminated by the Sponsor if the value
Estimated net annual interest of the portfolio of the Trust at any time is
rate per Unit 5.647% less than $1,500,000.
<F1>Figure shown includes interest accrued (net of expenses) on the underlying Securities to the expected
date of settlement (normally three business days after purchase) for Units purchased on June 30, 1997.
<F2>The estimated current return and estimated long term return are increased for transactions entitled to a
reduced sales charge. (See "The Units - Estimated Annual Income and Current Return" and "Public Offering of
Units - Volume Discount" in Part B of this Prospectus.)
A-3
</TABLE>
SUMMARY OF ESSENTIAL INFORMATION
(Continued)
THE INSURED TRUST -- The Dean Witter Select Municipal Trust, In-
sured California Series 58 (the "Insured Trust" or the "Trust") is a unit
investment trust which was created on July 29, 1992 (the "Date of De-
posit"), and is composed of "AAA rated" insured interest-bearing municipal
bonds (the "Securities") issued by entities primarily located in the State
of California. (For a description of the meaning of "AAA rated" securi-
ties, see: "Bond Ratings", in Part B.) The objectives of the Insured
Trust are: (1) the receipt of income which, under existing law, is exclud-
able from gross income for Federal income tax purposes (except in certain
instances depending on the Unit Holders) and is exempt from State of Cali-
fornia income taxation to individual Unit Holders resident in the State of
California; and (2) the conservation of capital. The payment of interest
and the preservation of principal of the Insured Trust is dependent on the
continuing ability of the respective Issuers of the Securities or the bond
insurers thereof to meet their obligations to pay principal and interest.
Therefore, there is no guarantee that the objectives of the Insured Trust
will be achieved. All of the Securities are obligations of the State of
California or of the counties, municipalities or public authorities
thereof. Interest on the Securities, in the opinion of bond counsel or
special tax counsel to the Issuers thereof, under existing law, is exclud-
able from gross income for Federal income tax purposes (except in certain
instances depending on the Unit Holders) and is exempt from State of Cali-
fornia income taxes when owned by individual Unit Holders resident in the
State of California. (For a discussion of certain tax aspects of the In-
sured Trust, see: "Tax Status", in Part B. For a discussion of certain
state tax aspects of the Insured Trust, see: "Special Considerations Re-
garding California Securities -- California Tax Status", herein.)
OFFERS TO SELL OR THE SOLICITATION OF ORDERS TO BUY MAY ONLY BE
MADE IN THOSE JURISDICTIONS IN WHICH THE UNITS OF THIS TRUST HAVE BEEN
REGISTERED. INVESTORS SHOULD CONTACT ACCOUNT EXECUTIVES OF THE SPONSOR TO
DETERMINE WHETHER THE UNITS OF THIS TRUST HAVE BEEN REGISTERED FOR SALE IN
THE STATE IN WHICH THEY RESIDE.
INSURANCE -- A policy of insurance guaranteeing the scheduled
payment of principal and interest ("Bond Insurance") has been obtained from
the bond insurers indicated on the "Schedule of Portfolio Securities",
herein, and paid for by the Issuers of the Securities, or by third parties,
for all the Securities in the Insured Trust. The policies of Bond Insur-
ance are non-cancellable and cover default in the payment of principal and
interest on the Securities so insured so long as such Securities remain
outstanding, whether they are held in the Insured Trust or not. Bond In-
surance on all Securities in the Insured Trust relates only to the Securi-
ties in such Insured Trust and not to the Units offered hereby. No repre-
sentation is made herein as to any bond insurer's ability to meet its obli-
gations under a policy of Bond Insurance relating to a Security in the In-
sured Trust. However, as a result of such Bond Insurance, the Securities,
as well as the Units of the Insured Trust, are rated "AAA" by Standard &
A-4
Poor's Corporation. There can be no assurance that such "AAA" ratings will
be retained. (See: "Insurance on the Securities in an Insured Trust", in
Part B.)
MONTHLY DISTRIBUTIONS -- Monthly distributions of principal, pre-
mium, if any, and interest received by the Insured Trust will be made on or
shortly after the fifteenth day of each month to Unit Holders of record on
the ninth day of such month. Alternatively, Unit Holders may elect to have
their monthly distributions reinvested in either of the Reinvestment Pro-
grams of the Sponsor, neither of which are insured. (See: "Reinvestment
Programs", in Part B.)
PUBLIC OFFERING PRICE -- The Public Offering Price per Unit of
the Insured Trust is calculated daily, and is equal to the aggregate bid
side evaluation of the underlying Securities, divided by the number of
Units outstanding, plus a sales charge calculated by reference to "Sales
Charge/Volume Discount", below, plus the per Unit balance in the Interest
and Principal Accounts. Units are offered at the Public Offering Price,
plus accrued interest. (See: "Public Offering of Units", in Part B.)
ESTIMATED CURRENT RETURN -- The Estimated Current Return shows
the return based on the Public Offering Price and is computed by multiply-
ing the estimated net annual interest rate per Unit (which shows the return
based on a $1,000 face amount) by $1,000 and dividing the result by the
Public Offering Price (not including accrued interest). The net annual in-
terest rate per Unit will vary with changes in the fees and expenses of the
Trustee, the Sponsor and the Evaluator and with the exchange, redemption,
sale or maturity of the underlying Securities. In addition, the Public Of-
fering Price will also vary with fluctuations in the bid side evaluation of
the underlying Securities. Therefore, it can be expected that the Esti-
mated Current Return will fluctuate in the future. (See: "The Units --
Estimated Annual Income and Current Return", in Part B.)
MARKET FOR UNITS -- The Sponsor, though not obligated to do so,
intends to maintain a market for the Units based on the aggregate bid side
evaluation of the underlying Securities, as more fully described in
Part B -- "Public Offering of Units -- Secondary Market". If such market
is not maintained, a Unit Holder will be able to dispose of its Units
through redemption at prices based on the aggregate bid side evaluation of
the underlying Securities. (See: "Redemption", in Part B.) Market condi-
tions may cause such prices to be greater or less than the amount paid for
Units.
SPECIAL CONSIDERATIONS -- An investment in Units of the Insured
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.
The Insured Trust is considered to be concentrated in General Obligation
Securities and General Revenue Lease Payment Securities (32.39% and 40.57%,
respectively, of the aggregate market value of the Portfolio). (See: "The
Trust -- Special Considerations" and "The Trust -- Summary Description of
A-5
the Portfolios", in Part B. See also: "Special Considerations Regarding
California Securities", herein, for a discussion of additional risks relat-
ing to Units of the Insured Trust.)
SPECIAL CHARACTERISTICS OF THE INSURED TRUST -- The Portfolio of
the Insured Trust consists of ten issues of Securities, all of which were
issued by Issuers located in the State of California. Four issues of Secu-
rities are each a general obligation of an Issuer. Six issues of Securi-
ties, while not backed by the taxing power of the Issuer, are payable from
revenues or receipts derived from specific projects or other available
sources. The Insured Trust contains the following categories of Securi-
ties:
Percentage of Aggregate
Market Value of Trust Portfolio
Category of Security (as of August 15, 1997)
General Obligation............... 32.39%
General Revenue Lease Payment.... 40.57%
Water and Sewer.................. 13.14%
Prerefunded/Escrowed to 13.90%
Maturity.......................
Original Issue Discount.......... 55.28%
See: "The Trust -- Summary Description of the Portfolios", in
Part B, for a summary of the investment risks associated with the type of
Securities contained in the Insured Trust. See: "Tax Status", in Part B,
for a discussion of certain tax considerations with regard to Original Is-
sue Discount.
Of the Original Issue Discount bonds, approximately 4.20% of the
aggregate principal amount of the Securities in the Insured Trust (or
1.57% of the market value of all Securities in the Insured Trust on August
15, 1997) are zero coupon bonds (including bonds known as multiplier bonds,
money multiplier bonds, capital accumulator bonds, compound interest bonds
and discount maturity payment bonds).
Securities representing approximately 14.58% of the aggregate
market value of the Portfolio are subject to redemption at the option of
the Issuer thereof beginning in 2000. (See: "Schedule of Portfolio Secu-
rities," herein, and "The Trust _ Summary Description of the Portfolios _
Additional Securities Considerations _ Redemption of Securities," in Part
B.)
A-6
The Securities in the Insured Trust are insured to maturity by
the insurance obtained by the Issuers or by third parties from the follow-
ing insurance companies: AMBAC: 28.37%; FGIC: 45.97%; and MBIA: 25.66%.a
On August 15, 1997, based on the bid side of the market, the ag-
gregate market value of the Securities in the Portfolio was $3,648,638.10.
The Securities in the Portfolio of the Insured Trust were chosen
in part on the basis of their respective maturity dates. A long term Trust
contains obligations maturing in 15 years or more from the Date of Deposit.
The maturity date of the Insured Trust is January 1, 2041; the latest ma-
turity of a Security therein is June 2022; and the average life to maturity
(or date of pre-refunding of a bond) of the Portfolio of Securities therein
is 18.309 years. The actual maturity dates of each of the Securities con-
tained in the Insured Trust are shown on the "Schedule of Portfolio Securi-
ties", herein.
The Trustee shall receive annually 75 cents per $1,000 principal
amount of Securities in the Insured Trust for its services as Trustee.
See: "Expenses and Charges", in Part B, for a description of other fees
and charges which may be incurred by the Insured Trust.
On August 15, 1997, all the Securities in the Insured Trust were
rated "AAA" by Standard & Poor's Corporation because of the Bond Insurance
policies issued in respect of such Securities. (See: "Schedule of Portfo-
lio Securities", herein, and "Bond Ratings", in Part B.) A Security in the
Portfolio may subsequently cease to be rated or the rating assigned may be
reduced below the minimum requirements of the Insured Trust for the acqui-
sition of Securities. While such events may be considered by the Sponsor
in determining whether to direct the Trustee to dispose of the Security
(see: "Sponsor -- Responsibility", in Part B), such events do not auto-
matically require the elimination of such Security from the Portfolio.
SALES CHARGE/VOLUME DISCOUNT -- The Public Offering Price per
Unit will be computed by dividing the aggregate of the bid prices of the
Securities in a Trust by the number of Units outstanding and then adding
the appropriate sales charge described below.
The sales charge will reflect different rates depending upon the
maturities of the various underlying Securities. The sales charge per Unit
in the secondary market (the "Effective Sales Charge") 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 to-
a Percentages computed on the basis of the aggregate bid side evaluation
of the Securities in the Insured Trust on August 15, 1997.
A-7
tal 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 Secu-
rity matures.
A-8
(as % of bid (as % of Public
Time to Maturity side evaluation) Offering Price)
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%
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%
The Effective Sales Charge per Unit for a sale in the secondary
market, as determined above, will be reduced on a graduated scale for sales
to any single purchaser on a single day of the specified number of Units of
a Trust set forth below.
Dealer Concession
% of Effective as % of Effective
Number of Units Sales Charge Sales Charge
1-99................... 100% 65%
100-249................ 95% 62%
250-499................ 85% 55%
500-999................ 70% 45%
1,000 or more.......... 55% 35%
To qualify for the reduced sales charge and concession applicable
to quantity purchases, the selling dealer must confirm that the sale is to
a single purchaser, as described in "Volume Discount" in Part B of the Pro-
spectus.
Units purchased at an Effective Sales Charge (before volume pur-
chase discount) of less than 3.00% of the Public Offering Price (3.0927% of
the bid side evaluation of the Securities) will not be eligible for ex-
change at a reduced sales charge described under the Exchange Option.
Dealers purchasing certain dollar amounts of Units during the
life of the Trusts may be entitled to additional concessions. The Sponsor
reserves the right, at any time and from time to time, to change the level
of dealer concessions.
For further information regarding the volume discount, see:
"Public Offering of Units -- Volume Discount", in Part B.
Note: "Auditors" in Part B is amended so that "Deloitte &
Touche" is replaced with "Deloitte & Touche LLP"; "Evaluator" in Part B is
amended so that "Kenny S&P Evaluation Services, a division of Kenny Infor-
mation Systems, Inc." is replaced with "Kenny S&P Evaluation Services, a
Division of J.J. Kenny Co., Inc."; and "Trustee" in Part B is amended so
A-9
that "United States Trust Company of New York, with its principal place of
business at 114 West 47th Street, New York, New York 10036, and its unit
investment trust office at 770 Broadway, New York, New York 10003" is re-
placed with "The Chase Manhattan Bank, a New York Bank with its principal
executive office located at 270 Park Avenue, New York, New York 10017 and
its unit investment trust office at 4 New York Plaza, New York, New York
10004". The reference to the fifth and five business day in "Redemption --
Computation of Redemption Price per Unit" and "Administration of the Trust
- -- Distribution of Interest and Principal" in Part B is amended to read
third and three, respectively.
On May 31, 1997, Dean Witter, Discover & Co., Dean Witter's for-
mer parent company, and Morgan Stanley Group Inc. merged to form MCWD. In
connection with such merger, the corporate name or DWDC was changed to Mor-
gan Stanley, Dean Witter, Discover & Co. ("MCWD").
On December 20, 1995, Capital Guaranty Corporation merged with a
subsidiary of Financial Security Assurance Holdings Ltd. In connection
with such merger, (i) CGIC, the principal operating subsidiary of Capital
Guaranty Corporation, became a wholly-owned subsidiary of FSA, the princi-
pal operating subsidiary of Financial Security Assurance Holdings Ltd., and
(ii) the corporate name of CGIC was changed to Financial Security Assurance
of Maryland Inc.
SPECIAL CONSIDERATIONS REGARDING CALIFORNIA SECURITIES
Risk Factors
Potential purchasers of the Units of a State Trust should con-
sider the fact that the Trust's Portfolio consists primarily of Securities
issued by the state for which such State Trust is named or its municipali-
ties or authorities and realize the substantial risks associated with an
investment in such Securities. Each State Trust is subject to certain ad-
ditional risk factors:
The Sponsor believes the information summarized below describes
some of the more significant aspects of the State 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 informa-
tion is not correct in all material respects.
California Trust
The State Trust will be affected by any political, economic or
regulatory developments affecting the ability of California issuers to pay
interest or repay principal on their obligations. Various developments re-
garding the California Constitution and State statutes which limit the tax-
ing and spending authority of California governmental entities may impair
the ability of California issuers to maintain debt service on their obliga-
A-10
tions. The following information constitutes only a brief summary and is
not intended as a complete description.
In 1978, Proposition 13, an amendment to the California constitu-
tion, was approved, limiting real property valuation for property tax pur-
poses and the power of local governments to increase real property tax
revenues and revenues from other sources. Legislation adopted after Propo-
sition 13 provided for assistance to local governments, including their
distribution of the then-existing surplus in the General Fund, reallocation
of revenues to local governments, and assumption by the State of certain
local government obligations. However, more recent legislation reduced
such state assistance. There can be no assurance that any particular level
of State aid to local governments will be maintained in future years. In
Nordinger v. Hahn, the United States Supreme Court upheld certain provi-
sions of Proposition 13 against claims that it violated the equal protec-
tion clause of the Constitution.
In 1979, an amendment was passed adding Article XIIIB to the
State Constitution. As amended in 1990, Article XIIIB imposes an
"appropriations limit" on the spending authority of the State and local
government entities. In general, the appropriations limit is based on cer-
tain 1978-79 expenditures, adjusted annually to reflect changes in the cost
of living, population and certain services provided by State and local gov-
ernment entities. The "appropriations limit" does not include appropria-
tions for qualified capital outlay projects, certain increases in transpor-
tation-related taxes, and certain emergency appropriations.
If a government entity raises revenues beyond its "appropriations
limit" in any year, a portion of the excess which cannot be appropriated
within the following year's limit must be returned to the entity's taxpay-
ers within two subsequent fiscal years, generally by a tax credit, refund
or temporary suspension of tax rates or fee schedules. "Debt service" is
excluded from these limitations, and is defined as "appropriations required
to pay the cost of interest and redemption charges, including the funding
of any reserve or sinking fund required in connection therewith, on indebt-
edness existing or legally authorized as of January 1, 1979 or on bonded
indebtedness thereafter approved [by the voters]." In addition, Article
XIIIB requires the State Legislature to establish a prudent State reserve,
and to require the transfer of 50% of excess revenue to the State School
Fund; any amounts allocated to the State School Fund will increase the ap-
propriations limit.
In 1986, California voters approved an initiative statute known
as Proposition 62. This initiative (i) requires that any tax for general
governmental purposes imposed by local governments be approved by resolu-
tion or ordinance adopted by a two-thirds vote of the governmental entity's
legislative body and by a majority vote of the electorate of the governmen-
tal entity, (ii) requires that any special tax (defined as tax levied for
other than general governmental purposes) imposed by local governmental en-
tity be approved by a two-thirds vote of the voters within that jurisdic-
tion, (iii) restricts the use of revenues from a special tax to the pur-
A-11
poses or for the service for which the special tax was imposed, (iv) pro-
hibits the imposition of ad valorem taxes on real property by local govern-
mental entities except as permitted by the Proposition 13 amendment, (v)
prohibits the imposition of transaction taxes and sales taxes on the sale
of real property by local governments, (vi) requires that any tax imposed
by a local government on or after August 1, 1985 be ratified by a majority
vote of the electorate within two years of the adoption of the initiative
or be terminated by November 15, 1989, (vii) requires that, in the event a
local government fails to comply with the provisions of this measure, a re-
duction of the amount of property tax revenue allocated to such local gov-
ernment occurs in an amount equal to the revenues received by such entity
attributable to the tax levied in violation of the initiative, and (viii)
permits these provisions to be amended exclusively by the voters of the
State of California.
In September 1995, the California Supreme Court upheld the con-
stitutionality of Proposition 62, creating uncertainty as to the legality
of certain local taxes enacted by noncharter cities in California without
voter approval. It is not possible to predict the impact of the decision.
In November 1988, California voters approved Proposition 98.
This initiative requires that revenues in excess of amounts permitted to be
spent and which would otherwise be returned by revision of tax rates or fee
schedules, be transferred and allocated (up to a maximum of 40%) to the
State School Fund and be expended solely for purposes of instructional im-
provement and accountability. No such transfer or allocation of funds will
be required if certain designated state officials determine that annual
student expenditures and class size meet certain criteria as met forth in
Proposition 98. Any funds allocated to the State School Fund shall cause
the appropriation limits to be annually increased for any such allocation
made in the prior year. Proposition 98 also requires the State of Califor-
nia to provide a minimum level of funding for public schools and community
colleges. The initiative permits the enactment of legislation, by a two-
thirds vote, to suspend the minimum funding requirement for one year.
In November 1996, California voters approved Proposition 218.
The initiative applied the provisions of Proposition 62 to all entities,
including charter cities. It requires that all taxes for general purposes
obtain a simple majority popular vote and that taxes for special purposes
obtain a two-thirds majority vote. Prior to the effectiveness of Proposi-
tion 218, charter cities could levy certain taxes such as transient occu-
pancy taxes and utility user's taxes without a popular vote. Proposition
218 will also limit the authority of local governments to impose property-
related assessments, fees and charges, requiring that such assessments be
limited to the special benefit conferred and prohibiting their use for gen-
eral governmental services. Proposition 218 also allows voters to use
their initiative power to reduce or repeal previously-authorized taxes, as-
sessments, fees and charges.
Certain tax-exempt securities in which the State Trust may invest
may be obligations payable solely from the revenues of specific institu-
A-12
tions, or may be secured by specific properties, which are subject to pro-
visions of California law that could adversely affect the holders of such
obligations. For example, the revenues of California health care institu-
tions may be subject to state laws, and California law limits the remedies
of a creditor secured by a mortgage or deed of trust on real property.
From 1990 to 1993, California (the "State") faced the worst eco-
nomic, fiscal and budget conditions since the 1930s. Construction, manu-
facturing (especially aerospace), exports and financial services, among
others, were severely affected. Job losses were the worst of any post-war
recession and have been estimated to have exceeded 800,000. California's
economy has been recovering and growing steadily stronger since the start
of 1994. The rate of economic growth in California in 1996, in terms of
job gains, exceeded that of the rest of the United States. The State added
nearly 350,000 jobs during 1996, surpassing its pro-recession employment
peak of 12.7 million jobs. Another 380,000 jobs are expected to be created
in 1997. The unemployment rate, while still higher than the national aver-
age, fell to the low 6 percent range in mid-1997, compared to over 10 per-
cent during the recession. Many of the new jobs were created in such in-
dustries as computer service, software design, motion pictures and high
technology manufacturing. Business services, export trade and other manu-
facturing also experienced growth. All major economic regions of the State
grew, with particularly large gains in the Silicon Valley region of North-
ern California. Personal income grew by over 7 percent or $55 billion in
1996. The residential construction sector of the State's economy remained
weak in 1996, with permits for new housing increasing modestly from the
previous year. In addition, the restructuring and consolidation occurring
in California's aerospace and financial services industries, while aimed at
making the companies involved more efficient and competitive in the longer
term, has produced some negative economic consequences in the shorter term,
including an uncertain job outlook for many workers.
The recession affected State tax revenues, which mirror economic
conditions. It has also caused increased expenditures for health and wel-
fare programs. The State has also been facing a structural imbalance in
its budget with the largest programs supported by the General Fund (K-12
schools and community colleges, health, welfare and corrections) growing at
rates higher than the growth rates for the principal revenue sources of the
General Fund. (The General Fund, the State's main operating fund, consists
of revenues which are not required to be credited to any other fund.) As a
result, the State has experienced recurring budget deficits. With the end
of the recession, the State's financial condition has improved in the 1995-
96 and 1996-97 fiscal years, with a combination of better than expected
revenues, slowdown in growth of social welfare programs, and continued
spending restraint. As of June 30, 1997, the State's budget reserve had a
positive cash balance of $281 million. No deficit borrowing has occurred
at the end of the last two fiscal years and the State's cash flow borrowing
was limited to $3 billion in 1996-97.
On December 6, 1994, Orange County, California (the "County"),
together with its pooled investment funds (the "Pools"), filed for protec-
A-13
tion under Chapter 9 of the federal Bankruptcy Code. On June 12, 1996, Or-
ange County emerged from bankruptcy after the successful sale of $880 mil-
lion in municipal bonds allowed the county to pay off the last of its
creditors. On January 7, 1997, Orange County returned to the municipal
bond market with a $136 million bond issue maturing in 13 years at an in-
sured yield of 7.23 percent.
Los Angeles County, the nation's largest county is also experi-
encing financial difficulty. In August 1995 the credit rating of the
County's long-term bonds was downgraded for the third time since 1992 as a
result of, among other things, severe operating deficits for the County's
health care system. In addition, the County was affected by an ongoing
loss of revenue caused by state property tax shift initiatives in 1993
through 1995. In June, 1997, the Los Angeles County Board of Supervisors
approved an approximately $12 billion 1997-98 budget containing measures to
eliminate a $157 million deficit. The County's budgetary difficulties have
continued and their effect, as well as the effect of the improving Califor-
nia economy, on the 1997-1998 budget is still uncertain.
1997-98 Fiscal Year Budget
On August 18, 1997, the Governor signed the 1997-98 Budget Act.
The Budget Act anticipates General Fund revenues and transfers of $52.5
billion (a 6.8 percent increase over the final 1996-97 levels), and expen-
ditures of $52.8 billion (an 8.0 percent increase from the 1996-97 levels).
On a budgetary basis, the budget reserve (SFEU) is projected to decrease
from $408 million at June 30, 1997 to $112 million at June 30, 1998. (The
expenditure figure assumes restoration of $200 million of vetoed funding.)
The Budget Act also includes Special Fund expenditures of $14.4 billion (as
against estimated Special Fund revenues of $14.0 billion), and $2.1 billion
of expenditures from various Bond Funds. Following enactment of the Budget
Act, the State implemented its annual cash flow borrowing program, issuing
$3 billion of notes which mature on June 30, 1998.
Upon signing the Budget Act, the Governor vetoed about $314 mil-
lion of specific spending items, primarily in health and welfare and educa-
tion areas from both the General Fund and Special Funds. The Governor an-
nounced that he was prepared to restore about $200 million of education
spending upon satisfactory completion of legislation on the education test-
ing program. These issues will be taken up before the Legislature adjourns
in mid-September.
The following are major features of the 1997-98 Budget Act:
1. For the second year in a row, the Budget contains a large
increase in funding for K-14 education, reflecting strong revenues which
have exceeded initial budgeted amounts. Part of the nearly $1.75 billion
in increased spending is allocated to prior fiscal years.
2. The Budget Act reflects a $1.235 billion pension case judg-
ment payment, and returns funding of the State's pension contribution to
A-14
the quarterly basis existing prior to the deferral actions invalidated by
the courts. In May, 1997, the California Supreme Court in PERS v. Wilson
made final a judgment against the State requiring an immediate payment from
the General Fund to the Public Employees Retirement Fund ("PERF") to make
up certain deferrals in annual retirement fund contributions which had been
legislated in earlier years for budget savings, and which the courts found
to be unconstitutional. On July 30, 1997, at the Governor's direction, the
Controller transferred $1.235 billion from the General Fund to the PERF in
satisfaction of the judgment, representing the principal amount of the im-
properly deferred payments from 1995-96 and 1996-97. No provision exists
for any additional payments relating to this court case.
3. Continuing the third year of a four-year "compact" which the
State Administration has made with higher education units, funding from the
General Fund for the University of California and California State Univer-
sity has increased by about 6 percent ($121 million and $107 million, re-
spectively), and there was no increase in student fees.
4. Because of the effect of the pension payment, most other
State programs were continued at 1996-97 levels.
5. Health and welfare costs are contained, continuing generally
the grant levels from prior years, as part of the initial implementation of
the new CalWORKs welfare reform program.
6. Unlike prior years, this Budget Act does not depend on un-
certain federal budget actions. About $300 million in federal funds, al-
ready included in the federal FY 1997 and 1998 budgets, are included in the
Budget Act, to offset incarceration costs for illegal immigrants.
7. The Budget Act contains no tax increases, and no tax reduc-
tions. The Renters Tax Credit has suspended for another year, saving ap-
proximately $500 million. The Legislature has not yet made any decision on
conformity of State tax laws to the recent federal tax reduction bill; a
comprehensive review of this subject will take place next year.
THE FOREGOING DISCUSSION OF THE 1997-1998 FISCAL YEAR BUDGET IS
BASED IN LARGE PART ON STATEMENTS MADE IN A RECENT "PRELIMINARY OFFICIAL
STATEMENT" DISTRIBUTED BY THE STATE OF CALIFORNIA. IN THAT DOCUMENT, THE
STATE INDICATED THAT ITS DISCUSSION OF THE FISCAL YEAR BUDGET IS BASED ON
ESTIMATES AND PROJECTIONS OF REVENUES AND EXPENDITURES FOR THE CURRENT
FISCAL YEAR AND MUST NOT BE CONSTRUED AS STATEMENTS OF FACT. THE STATE
NOTED FURTHER THAT THE ESTIMATES AND PROJECTIONS ARE BASED UPON VARIOUS
ASSUMPTIONS WHICH MAY BE AFFECTED BY NUMEROUS FACTORS, INCLUDING FUTURE
ECONOMIC CONDITIONS IN THE STATE AND THE NATION, AND THAT THERE CAN BE NO
ASSURANCE THAT THE ESTIMATES WILL BE ACHIEVED.
State Indebtedness
As of August 1, 1997, the State had over $17.82 billion aggregate
amount of its general obligation bonds outstanding. General obligation
A-15
bond authorizations in an aggregate amount of approximately $8.26 billion
remained unissued as of August 1, 1997. The State also builds and acquires
capital facilities through the use of lease purchase borrowing. As of
August 1, 1997, the State had approximately $6.17 billion of outstanding
Lease-Purchase Debt.
In addition to the general obligation bonds, State agencies and
authorities had approximately $19.09 billion aggregate principal amount of
revenue bonds and notes outstanding as of June 30, 1997. Revenue bonds
represent both obligations payable from State revenue-producing enterprises
and projects, which are not payable from the General Fund, and conduit ob-
ligations payable only from revenues paid by private users of facilities
financed by such revenue bonds. Such enterprises and projects include
transportation projects, various public works and exposition projects, edu-
cational facilities (including the California State University and Univer-
sity of California systems), housing, health facilities and pollution con-
trol facilities.
Litigation
The State is a party to numerous legal proceedings, many of which
normally occur in governmental operations. In addition, the State is in-
volved in certain other legal proceedings that, if decided against the
State, might require the State to make significant future expenditures or
impair future revenue sources.
Ratings
Because of the State's continuing budget problems, the State's
General Obligation bonds were downgraded in July 1994 to Al from Aa by
Moody's, to A from A+ by Standard & Poor's, and to A from AA by Fitch. All
three rating agencies expressed uncertainty in the State's ability to bal-
ance the budget by 1996. However, in 1996, citing California's improving
economy and budget situation, both Fitch and Standard & Poor's raised their
ratings from A to A+.
The Sponsor believes the information summarized above describes
some of the more significant aspects relating to the California Trust. The
sources of such information are Preliminary Official Statements and Offi-
cial Statements relating to the State's general obligation bonds and the
State's revenue anticipation notes, or obligations of other issuers located
in the State of California, or other publicly available documents. Al-
though the Sponsor has not independently verified this information, it has
no reason to believe that such information is not correct in all material
respects.
California Tax Status
On the Date of Deposit, special California counsel for the Spon-
sor rendered an opinion under the then existing California state income tax
law which read as follows:
A-16
The Insured Trust is not an association taxable as a corporation
under the income tax laws of the State of California;
The income, deductions and credits against tax of the Insured
Trust will be treated as the income, deductions and credits against
tax of the holders of Units in the Insured Trust under the income tax
laws of the State of California;
Interest on the bonds held by the Insured Trust to the extent
that such interest is exempt from taxation under California law will
not lose its character as tax-exempt income merely because that income
is passed through to the holders of Units; however, a corporation sub-
ject to the California franchise tax is required to include that in-
terest income in its gross income for purposes of determining its
franchise tax liability;
Each holder of a Unit in the Insured Trust will have a taxable
event when the Insured Trust disposes of a bond (whether by sale, ex-
change, redemption, or payment at maturity) or when the Unit holder
redeems or sells his Units. The total tax cost of each Unit to a
holder of a Unit in the Insured Trust is allocated among each of the
bond issues held in the Insured Trust (in accordance with the propor-
tion of the Insured Trust comprised by each bond issue) in order to
determine the holder's per Unit tax cost for each bond issue, and the
tax cost reduction requirements relating to amortization of bond pre-
mium will apply separately to the per Unit tax cost of each bond is-
sue. Therefore, under some circumstances, a holder of a Unit may re-
alize taxable gain when the Insured Trust disposes of a bond or the
holder's Units are sold or redeemed for an amount equal to or less
than his original cost of the bond or Unit;
Each holder of a Unit in the Insured Trust is deemed to be the
owner of a pro rata portion of the Insured Trust under the personal
property tax laws of the State of California;
Each Unit holder's pro rata ownership of the bonds held by the
Insured Trust, as well as the interest income therefrom, is exempt
from California personal property taxes; and
Amounts paid in lieu of interest on defaulted bonds held by the
Trustee under policies of insurance issued with respect to such bonds
will be excludable from gross income for California income tax pur-
poses if, and to the same extent as, those amounts would have been so
excludable if paid as interest by the respective issuer.
In the opinion of Messrs. Paul, Hastings, Janofsky & Walker LLP,
special California counsel to the Sponsor, no change in law has occurred
since the Date of Deposit which would require a change in the above opin-
ion.
A-17
<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 58
We have audited the statement of financial condition and schedule of
portfolio securities of the Dean Witter Select Municipal Trust Insured
California Series 58 as of June 30, 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 June 30,
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 Dean Witter Select
Municipal Trust Insured California Series 58 as of June 30, 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
August 4, 1997
New York, New York
F-1
</AUDIT-REPORT>
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 58
June 30, 1997
TRUST PROPERTY
Investments in municipal bonds at market value (amortized
cost $3,515,053) (Note (a) and Schedule of Portfolio
Securities Notes (4) and (5)) $3,619,342
Accrued interest receivable 68,694
Total 3,688,036
LIABILITIES AND NET ASSETS
Less Liabilities:
Cash overdraft 5,777
Accrued Trustee's fees and expenses 5,367
Accrued Sponsor's fees 1,837
Total liabilities 12,981
Net Assets:
Balance applicable to 3,559 Units of fractional
undivided interest outstanding (Note (c)):
Capital, less unrealized market
appreciation of $104,289 $3,619,342
Undistributed principal and net investment
income (Note (b)) 55,713
Net assets $3,675,055
Net asset value per Unit ($3,675,055 divided by 3,559 Units) $ 1,032.61
See notes to financial statements
F-2
<PAGE>
STATEMENTS OF OPERATIONS
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 58
For the years ended June 30,
1997 1996 1995
Investment income - interest $211,506 $211,342 $211,272
Less Expenses:
Trustee's fees and expenses 6,792 6,790 6,792
Sponsor's fees and expenses 894 894 894
Total expenses 7,686 7,684 7,686
Investment income - net 203,820 203,658 203,586
Net unrealized market appreciation 91,356 51,193 73,350
Net increase in net assets resulting from
operations $295,176 $254,851 $276,936
See notes to financial statements
F-3
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 58
For the years ended June 30,
1997 1996 1995
Operations:
Investment income - net $ 203,820 $ 203,658 $ 203,586
Net unrealized market appreciation 91,356 51,193 73,350
Net increase in net assets
resulting from operations 295,176 254,851 276,936
Less Distributions to Unit Holders:
Investment income - net (200,730) (200,702) (200,915)
Total distributions (200,730) (200,702) (200,915)
Less Capital Share Transactions:
Redemption of 10 Units and 1 Unit,
respectively - (9,950) (967)
Accrued interest on redemption - (193) (12)
Total capital share
transactions - (10,143) (979)
Net increase in net assets 94,446 44,006 75,042
Net assets:
Beginning of year 3,580,609 3,536,603 3,461,561
End of year (including undistributed
principal and net investment in-
come of $55,713, $55,509 and
$65,419, respectively) $3,675,055 $3,580,609 $3,536,603
See notes to financial statements
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 58
June 30, 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
Portfolio of 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
Trust's 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 (July 29, 1992) represents the cost
of investments to the Trust based on the offering side evaluations as of the
day prior to the date of deposit.
(3) Income Taxes
The Trust is 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 Trustee's fees, estimated expenses, Evaluator's
fees and annual Sponsor's portfolio supervision fees and may incur additional
charges as explained under "Expenses and Charges - Fees" and "- Other 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 fifteenth day of each month after deducting applicable
expenses. Receipts other than interest are distributed as explained in
"Administration of the Trust - Distribution of Interest and Principal" in Part
B of this Prospectus.
F-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 58
June 30, 1997
(c) ORIGINAL COST TO INVESTORS
The original cost to investors represents the aggregate initial public
offering price as of the date of deposit (July 29, 1992) exclusive of accrued
interest, computed on the basis set forth under "Public Offering of Units -
Public Offering Price" in Part B of this Prospectus.
A reconciliation of the original cost of Units to investors to the net
amount applicable to investors as of June 30, 1997 follows:
Original cost to investors $3,868,260
Less: Gross underwriting commissions (sales charge) (189,528)
Net cost to investors 3,678,732
Cost of securities sold or redeemed (176,562)
Unrealized market appreciation 104,289
Accumulated interest accretion 12,883
Net amount applicable to investors $3,619,342
(d) OTHER INFORMATION
Selected data for a Unit of the Trust during each year:
For the years ended June 30,
1997 1996 1995
Net investment income distributions
during year $ 56.40 $ 56.34 $ 56.28
Net asset value at end of year $1,032.61 $1,006.07 $990.92
Trust Units outstanding at end
of year 3,559 3,559 3,569
F-6
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 58
June 30, 1997
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>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Eastern Municipal Water
District, Water and Sewer
Revenue Refunding Certi-
ficates of Participation,
Series 1991A (FGIC Insured)
<F7> AAA $ 450,000 6.300% 07/01/20 07/01/10@100 07/01/01@101 $ 474,174
2. City of Industry, General
Obligation Bonds, Series
1990 (Refunded) (FGIC
Insured) <F6><F7> AAA 425,000 6.000 07/01/18 NONE 07/01/[email protected] 450,445
3. Natomas Union School
District, General Obliga-
tion Bonds, Election of
1992, Series 1992A (MBIA
Insured) <F8> AAA 200,000 6.000 09/01/16 NONE 09/01/02@102 206,200
4. Natomas Union School
District, General Obliga-
tion Bonds, Election of
1992, Series 1992A (MBIA
Insured) <F8> AAA 200,000 6.000 09/01/17 NONE 09/01/02@102 206,200
5. Oakland General Obligation
Bonds, Series 1992 (FGIC
Insured) <F7> AAA 250,000 6.000 06/15/22 06/15/18@100 06/15/02@102 256,412
6. Redding School District,
1991 General Obligation
Bonds, Series B (AMBAC
Insured) <F9> AAA 485,000 6.000 03/01/16 NONE 03/01/99@102 500,874
7. San Bernardino County
Certificates of Participa-
tion (1992 West Valley
Detention Center Refinanc-
ing Project) (MBIA Insured)
<F8> AAA 500,000 6.000 11/01/18 11/01/13@100 11/01/02@102 513,665
8. Santa Clara County, 1991
Refunding Certificates of
Participation (Capital
Project I) (AMBAC Insured)
<F9> AAA 500,000 6.250 10/01/16 10/01/11@100 10/01/00@102 529,655
9. Southern California Public
Power Authority, Transmis-
sion Project Revenue Bonds,
1988 Refunding Series A
(Southern Transmission Proj-
ect) (FGIC Insured) (Escrow-
ed to Maturity) <F7> AAA 150,000 0.000 07/01/15 NONE NONE 55,014
10. Walnut Valley Water Dis-
trict, Certificates of Par-
ticipation, Series 1992
(Badillo/Grand Transmission
Main and Terminal Storage
Project) (FGIC Insured)<F7> AAA 415,000 6.125 02/01/18 02/01/10@100 02/01/01@102 426,703
$3,575,000 $3,619,342
See notes to schedule of portfolio securities
F-7
</TABLE>
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 58
June 30, 1997
<F1> 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.
<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 June 30, 1997 was determined
by the Evaluator on the basis of bid side evaluations for the Securities at
such date.
<F5> At June 30, 1997, the unrealized market appreciation of all Securities was
comprised of the following:
Gross unrealized market appreciation $104,289
Gross unrealized market depreciation -
Unrealized market appreciation $104,289
The amortized cost of the Securities for Federal income tax purposes was
$3,515,053 at June 30, 1997.
<F6> The Issuer has indicated that it will refund this Security on its optional
redemption date.
<F7> Insured by Financial Guaranty Insurance Company ("FGIC").
<F8> Insured by Municipal Bond Insurance Association ("MBIA").
<F9> Insured by American Municipal Bond Assurance Corporation ("AMBAC").
F-8
(MODULE)
(NAME) DWSMTPARTB941
(CIK) 0000840581
(CCC) uit*59fl
(/MODULE)
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following documents:
The facing sheet.
The Cross Reference Sheet.
The Prospectus.
The signatures.
Consents of Paul, Hastings, Janofsky & Walker LLP (included in Exhibit
8), the Evaluator, Independent Auditors and Standard & Poor's Corpora-
tion; all other consents were previously filed.
The following exhibits:
8. Opinion of Paul, Hastings, Janofsky & Walker LLP.
23. 1a. Consents of Kenny S&P Evaluation Services, a division of
J.J. Kenny Co., Inc.
1b. Consent of Independent Auditors.
1d. Consent of Standard & Poor's.
27. Financial Data Schedule.
CONSENT OF COUNSEL
The consents of Counsel to the use of their names in the Prospec-
tus included in this Registration Statement are contained in their opinions
filed as Exhibit 5 and Exhibit 8 to this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each
of the registrants, Dean Witter Select Municipal Trust, Insured California
Series 58, certifies that it meets all of the requirements for effective-
ness of this Registration Statement pursuant to Rule 485(b) under the Secu-
rities Act of 1933 and has duly caused this Post-Effective Amendment No. 5
to the Registration Statement to be signed on their behalf by the under-
signed, thereunto duly authorized, all in The City of New York and State of
New York on the 4th day of September, 1997.
DEAN WITTER SELECT MUNICIPAL TRUST,
INSURED CALIFORNIA SERIES 58
(Registrants)
By: DEAN WITTER REYNOLDS INC.
(Depositor)
Thomas Hines
Thomas Hines
Authorized Signatory
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 5 to the Registration Statement has been
signed on behalf of Dean Witter Reynolds Inc., the Depositor, by the fol-
lowing person in the following capacities and by the following persons who
constitute a majority of the Depositor's Board of Directors in The City of
New York and State of New York on this 4th day of September, 1997.
DEAN WITTER REYNOLDS INC.
Name Office
Philip J. Purcell Chairman and Chief )
Executive Officer )
and Directora )
By:Thomas Hines
Thomas Hines
Attorney-in-fact*
a Executed copies of the Powers of Attorney filed by a majority of the
Board of Directors of Dean Witter Reynolds Inc. have been previously
filed.
Name Office
Richard M. DeMartini Director***
Robert J. Dwyer Director***
Christine A. Edwards Director***
James F. Higgins Director***
Charles A. Fiumefreddo Director**
Mitchell M. Merin Director*
Stephen R. Miller Director***
Richard F. Powers III Director*
Philip J. Purcell Director***
Thomas C. Schneider Director**
William B. Smith Director**
* Executed copies of the Powers of Attorney have been filed with the Se-
curities and Exchange Commission in connection with Amendment No. 1 to
the Registration Statement on Form S-6 for Dean Witter Select Equity
Trust, Select 10 Industrial Portfolio 97-1, File No. 333-16839.
** Executed copies of Powers of Attorney have been filed with the Securi-
ties and Exchange Commission in connection with Amendment No. 1 to the
Registration Statement on form S-6 for Dean Witter Select Equity
Trust, Select 10 Industrial Portfolio 96-4, File No. 333-10499.
*** Executed copies of Powers of Attorney have been filed with the Securi-
ties and Exchange Commission in connection with the Registration
Statement on Form S-6 for Dean Witter Select Equity Trust, Select 10
International Series 95-1, File No. 33-56389.
EXHIBIT INDEX
EXHIBIT NO. TITLE OF DOCUMENT
8. Opinion of Paul, Hastings, Janofsky &
Walker LLP
23. 1a. Consents of Kenny S&P Evaluation Services,
a division of J.J. Kenny Co., Inc.
1b. Consent of Deloitte & Touche LLP
1d. Consent of Standard & Poor's
27. 1. Financial Data Schedule
Exhibit 8
Letterhead of Paul, Hastings, Janofsky & Walker LLP
August 27, 1997
Dean Witter Reynolds Inc.
Two World Trade Center
New York, NY 10048
Re: Dean Witter Select Municipal Trust,
Insured California Series 58
Gentlemen:
Pursuant to your request, we have reviewed the opinion expressed
by prior California counsel to you regarding certain California income and
property tax matters with respect to Dean Witter Select Municipal Trust,
Insured California Series 58 (the "Insured California Trust). We are of
the opinion that such opinion, a copy of which is set forth in the Prospec-
tus comprising a part of Post-Effective Amendment No. 5 to the Form S-6
Registration Statement of the Insured California Trust (SEC File No.
45205), remains valid, that no change has occurred which would require a
change to such opinion, and that you may rely on it in connection with the
filing of such Post Effective Amendment.
We consent to the use of our name under the caption "California
Tax Status" in such Prospectus and to the filing of this opinion as an ex-
hibit to such Post Effective Amendment.
Very truly yours,
Paul, Hastings, Jonofsky & Walker LLP
Paul, Hastings, Janofsky & Walker LLP
Exhibit 23.1a.
Letterhead of KENNY S&P EVALUATION SERVICES
A division of J.J. Kenny Co., Inc.
September 4, 1997
Dean Witter Reynolds Inc.
Two World Trade Center
New York, NY 10048
Re: Dean Witter Select Municipal Trust,
Insured California Series 58
Gentlemen:
We have examined the post-effective Amendment to the Registration
Statement File No. 33-45205 for the above-captioned trust. We hereby ac-
knowledge that Kenny S&P Evaluation Services, a division of J.J. Kenny Co.,
Inc. is currently acting as the evaluator for the trust. We hereby consent
to the use in the Amendment of the reference to Kenny S&P Evaluation Serv-
ices, a division of J.J. Kenny Co., Inc. as evaluator.
In addition, we hereby confirm that the ratings indicated in the
above-referenced Amendment to the Registration Statement for the respective
bonds comprising the trust portfolio are the ratings currently indicated in
our KENNYBASE database.
You are hereby authorized to file a copy of this letter with the
Securities and Exchange Commission.
Sincerely,
Frank A. Ciccotto
Frank A. Ciccotto
Exhibit 23.1b.
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report, dated August 4, 1997, accompanying the
financial statements of the Dean Witter Select Municipal Trust Insured
California Series 58 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
Septmber 4, 1997
New York, New York
Exhibit 23.1d.
Letterhead of Standard & Poor's Ratings Services
A Division of The McGraw-Hill Companies, Inc.
September 4, 1997
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Re: Dean Witter Select Municipal Trust,
Insured California Series 58
Gentlemen:
It is our understanding that you are filing with the Securities
and Exchange Commission a Post-Effective Amendment to the above-captioned
trust, SEC file number 33-45205.
Since the portfolio is composed solely of securities covered by
bond insurance policies that insure against default in the payment of prin-
cipal and interest on the securities for so long as they remain outstanding
and such policies have been issued by one or more insurance companies which
have been assigned "AAA" claims paying ability ratings by Standard &
Poor's, we reaffirm the assignment of a "AAA" rating to the units of the
trust and a "AAA" rating to the securities contained in the trust.
You have permission to use the name of Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc. and the above-
assigned ratings in connection with your dissemination of information re-
lating to these units, provided that it is understood that the ratings are
not "market" ratings nor recommendations to buy, hold, or sell the units of
the trust or the securities in the trust. Further, it should be understood
that the rating on the units does not take into account the extent to which
fund expenses or portfolio asset sales for less than the fund's purchase
price will reduce payment to the unit holders of the interest and principal
required to be paid on the portfolio assets. Standard & Poor's reserves
the right to advise its own clients, subscribers, and the public of the
ratings. Standard & Poor's relies on the sponsor and its counsel, account-
ants, and other experts for the accuracy and completeness of the informa-
tion submitted in connection with the ratings. Standard & Poor's does not
independently verify the truth or accuracy of any such information.
This letter evidences our consent to the use of the name of Stan-
dard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc. in connection with the rating assigned to the units in the amendment
-2-
referred to above. However, this letter should not be construed as a con-
sent by us, within the meaning of Section 7 of the Securities Act of 1933,
to the use of the name of Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc. in connection with the ratings assigned to
the securities contained in the trust. You are hereby authorized to file a
copy of this letter with the Securities and Exchange Commission.
Please be certain to send a copy of your final prospectus as soon
as it becomes available. Should we not receive it within a reasonable time
after the closing or should it not conform to the representations made to
us, we reserve the right to withdraw the rating.
We are pleased to have had the opportunity to be of service to
you. If we can be of further help, please do not hesitate to call upon us.
Sincerely
Sanford B. Bragg
Sanford B. Bragg
Managing Director
Exhibit 27.1.
FINANCIAL DATA SCHEDULE
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS FOR DEAN WITTER SELECT
MUNICIPAL TRUST INSURED CALIFORNIA
SERIES 58 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
<RESTATED>
<SERIES>
<NAME> DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES
<NUMBER> 58
<MULTIPLIER> 1
<FISCAL-YEAR-END> Jun-30-1997
<PERIOD-START> Jul-1-1996
<PERIOD-END> Jun-30-1997
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 3,515,053
<INVESTMENTS-AT-VALUE> 3,619,342
<RECEIVABLES> 68,694
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,688,036
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 12,981
<TOTAL-LIABILITIES> 12,981
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,502,730
<SHARES-COMMON-STOCK> 3,559
<SHARES-COMMON-PRIOR> 3,559
<ACCUMULATED-NII-CURRENT> 68,036
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 104,289
<NET-ASSETS> 3,675,055
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 208,619
<OTHER-INCOME> 2,887
<EXPENSES-NET> 7,686
<NET-INVESTMENT-INCOME> 203,820
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 91,356
<NET-CHANGE-FROM-OPS> 295,176
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 200,730
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 94,446
<ACCUMULATED-NII-PRIOR> 67,831
<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>
