National Portfolio Series 126
File No. 33-49221
Delaware Portfolio Series 12
File No. 33-47084
Investment Company Act No. 811-3676
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4
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:
DEAN WITTER SELECT MUNICIPAL TRUST,
NATIONAL PORTFOLIO SERIES 126
DELAWARE PORTFOLIO SERIES 12
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 agents 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
Check box if it is proposed that this filing should
become effective immediately upon filing pursuant to
paragraph (b) of Rule 485.
Pursuant to Rule 429(b) under the Securities Act of
1933, the Registration Statement and prospectus
contained herein relates to Registration Statements
Nos.:
33-49221
33-47084
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)
______________________
* 30 Not applicable, answer negative or not required.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
b) Type of Securities Administration of the
(Cumulative or Trust-Distribution
Distributive)
c) Rights of Holders as to Redemption; Public
Withdrawal or Redemption Offering of Units Secondary
Market
d) Rights of Holders as to Public Offering of Units-
conversion, transfer, etc. Secondary Market;
Exchange Option;
Redemption; Rights of
Unit Holders-Certificates
e) Lapses or defaults with *30
respect to periodic payment
plan certificates
f) Voting rights as to Rights of Unit Holder-
Securities under the Certain Limitations
Indenture
g) Notice to Holders as to Amendment and Termination
change in 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 of Amendment and Termination
Trust's Securities of the Indenture
3) Provisions of Trust Amendment and Termination
of the Indenture
4) Identity of Depositor Sponsor; Trustee
and Trustee
h) Security Holders Consent
required to change
1) Composition of assets Amendment and Termination
of Trust of the Indenture
______________________
* 30 Not applicable, answer negative or not required.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
2) Terms and conditions of Amendment and Termination
Trust's Securities of the Indenture
3) Provisions of Indenture Amendment and Termination
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
units Description of the
Portfolios; Objectives
and Securities Selection;
The Trust-Special
Considerations
12. Type of securities comprising *30
periodic payment certificates
13. a) Load, fees, expenses, etc. Summary of Essential
Information; Public
Offering of Units- Public
Offering Price; -Profit
of Sponsor; -Volume
Discount; Expenses and
Charges
b) Certain information *30
regarding periodic payment
certificates
c) Certain percentages Summary of Essential
Information; Public
Offering of Units-Public
Offering Price; -Profit
of Sponsor; -Volume
Discount
d) Price differentials Public Offering of
Units-Public Offering
Price
______________________
* 30 Not applicable, answer negative or not required.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
e) Certain other loads, fees, Rights of Unit Holders-
etc. payable by holders Certificates
f) Certain profits receivable Redemption-Purchase by
by depositor, principal the Sponsors of Units
underwriters, trustee or Tendered for Redemption
affiliated persons
g) Ratio of annual charges to *30
income
14. Issuance of trust's securities Introduction; Rights of
Unit Holders-Certificates
15. Receipt and handling of payments Public Offering of Units-
from purchasers Profit of Sponsor
16. Acquisition and disposition of Introduction; Amendment
underlying securities and Termination of the
Indenture; Objectives and
Securities Selection; The
Trust-Summary Description
of the Portfolio;
Sponsor-Responsibility
17. Withdrawal or redemption by Redemption; Public
Security Holders Offering of Units-
Secondary Market
18. a) Receipt and disposition of Administration of the
income Trust; Reinvestment
Programs
b) Reinvestment of Reinvestment Programs
distributions
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
Accounts;-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 provisions Amendment and Termination
of the Indenture of the Indenture;
Sponsor-Limitation on
Liability-Resignation;
Trustee-Limitation on
Liability-Resignation
21. Loans to security holders *30
22. Limitations on liability Sponsor, Trustee;
Evaluator-Limitation on
Liability
23. Bonding arrangements Included in Form N-8B-2
24. Other material provisions of the *30
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 Included in Form N-8B-2
officials 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 *30
certain other services
32. Payments by Depositor for *30
certain 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 *30
for certain services rendered to trust
IV. Distribution and Redemption of Securities
35. Distribution of trust's Public Offering of Units
- - securities by states Public Distribution
36. Suspension of sales of trust's *30
securities
37. Revocation of authority to *30
distribute
38. a) Method of distribution Public Offering of Units
b) Underwriting agreements
c) Selling agreements
39. a) Organization of principal Sponsor
underwriter
b) N.A.S.D. membership of
principal underwriter
40. Certain fees received by Public Offering of Units-
principal underwriter Profit of Sponsor
41. a) Business of principal Sponsor
underwriter
b) Branch offices of principal *30
underwriter
c) Salesman of principal *30
underwriter
42. Ownership of trust's securities *30
by certain persons
43. Certain brokerage commissions *30
received by principal
underwriter
______________________
* 30 Not applicable, answer negative or not required.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
44. a) Method of valuation Public Offering of Units
b) Schedule as to offering *30
price
c) Variation in offering price Public Offering of Units-
to certain persons 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 See items 10(d), 44 and
underlying 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 *30
Insurance Company
b) Type of policies *30
c) Type of risks insured and *30
excluded
d) Coverage of policies *30
______________________
* 30 Not applicable, answer negative or not required.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
e) Beneficiaries of policies *30
f) Terms and manner of *30
cancellation
g) Method of determining *30
premiums
h) Amount of aggregate premiums *30
paid
i) Who receives any part of *30
premiums
j) Other material provisions of
the Trust relating to *30
insurance
VII. Policy of Registrant
52. a) Method of selecting and Introduction; Objectives
eliminating securities from and Securities Selection;
the Trust The Trust-Summary
Description of the
Portfolio Sponsor-
Responsibility
b) Elimination of securities *30
from the Trust
c) Policy of Trust regarding Introduction; Objectives
substitution and and Securities Selection;
elimination of securities Sponsor-Responsibility;
d) Description of any 30
fundamental 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
certificates
56. Certain information regarding *30
periodic payment plan
certificates
57. Certain information regarding *30
periodic payment plan
certificates
58. Certain information regarding *30
periodic payment plan
certificates
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
NATIONAL PORTFOLIO SERIES 126
DELAWARE PORTFOLIO SERIES 12
(Unit Investment Trusts)
_______________________________________________________________
These Trusts were 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 depending on the Unit Holders) and,
in the case of the Delaware Trust only, is exempt from State of
Delaware income taxes to individual Unit Holders resident in the
State of Delaware, through investment in a fixed portfolio
consisting primarily of investment grade long-term state,
municipal and public authority debt obligations. The value of the
Units of each of the Trusts will fluctuate with the value of the
portfolio of underlying Securities. Minimum Purchase: 1 Unit.
_______________________________________________________________
This Prospectus consists of two parts. Part A contains a Summary
of Essential Information and descriptive material relating to the
Trusts, and the portfolio and financial statements of each Trust.
Part B contains a general description of the Trusts. Part A may
not be distributed unless accompanied by Part B.
_______________________________________________________________
The Initial Public Offering of Units in the Trusts 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.
_______________________________________________________________
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 Trusts are not deposits or obligations of, or
guaranteed or endorsed 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 June 26, 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.
DEAN WITTER SELECT MUNICIPAL TRUST
NATIONAL PORTFOLIO SERIES 126
DELAWARE PORTFOLIO SERIES 12
TABLE OF CONTENTS
PART A Page
Table of Contents................................... A-1
Summary of Essential Information.................... A-3
The National Trust.................................. A-9
The Delaware Trust.................................. A-11
Independent Auditor's Report........................ F-1
PART B
Introduction........................................ 1
The Trust........................................... 2
Special Considerations ......................... 2
Summary Description of the 3
Portfolios ...................................
Insurance on the Securities 21
in an Insured Trust...............................
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
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
NATIONAL PORTFOLIO SERIES 126
As of April 30, 1997
<S> <C> <S> <C>
FACE AMOUNT OF SECURITIES $3,805,000.00 DAILY RATE AT WHICH ESTIMATED NET
INTEREST ACCRUES PER UNIT .0155%
NUMBER OF UNITS 3,797 ESTIMATED CURRENT RETURN (based on
Public Offering Price)<F2> 5.470%
FRACTIONAL UNDIVIDED INTEREST IN THE
TRUST REPRESENTED BY EACH UNIT 1/3,797th ESTIMATED LONG TERM RETURN (based on
Public Offering Price)<F2> 5.407%
PUBLIC OFFERING PRICE
MONTHLY INTEREST DISTRIBUTIONS
Aggregate bid side evaluation
of Securities in the Trust $3,690,150.00 Estimated net annual interest rate
per Unit times $1,000 $56.06
Divided by 3,797 Units $ 971.86 Divided by 12 $ 4.67
Plus sales charge of 5.175% of RECORD DATE: The ninth day of each month
Public Offering Price (5.457%
of net amount invested in DISTRIBUTION DATE: The fifteenth
Securities) 53.03 day of each month
Public Offering Price per Unit 1,024.89 MINIMUM PRINCIPAL DISTRIBUTION: No
Plus undistributed net distribution need be made from the
investment income and Principal Account if balance therein
accrued interest 17.20<F1> is less than $1 per Unit outstanding
Adjusted Public Offering Price $ 1,042.09 TRUSTEE'S ANNUAL FEE AND EXPENSES
(including estimated expenses and
Evaluator's fee) $1.93 per $1,000
SPONSOR'S REPURCHASE PRICE AND face amount of underlying Securities $ 1.93
REDEMPTION PRICE PER UNIT
(based on bid side evaluation of SPONSOR'S ANNUAL PORTFOLIO SUPERVISION
underlying Securities, $53.03 FEE: Maximum of $.25 per $1,000
less than Adjusted Public face amount of underlying Securities .25
Offering Price per Unit) $ 989.06
TOTAL ESTIMATED ANNUAL EXPENSES
PER UNIT $ 2.18
CALCULATION OF ESTIMATED NET
ANNUAL INTEREST RATE PER UNIT EVALUATOR'S FEE FOR EACH EVALUATION:
(based on face amount of $1,000 $.40 per issue of Security.
per Unit)
Annual interest rate per Unit 5.824% EVALUATION TIME: 4:00 P.M. New York Time
Less estimated annual expenses per MANDATORY TERMINATION DATE: January 1, 2042
Unit ($2.18) expressed as a
percentage .218% DISCRETIONARY LIQUIDATION AMOUNT: The Trust
may be terminated by the Sponsor if
Estimated net annual interest rate the value of the portfolio of the Trust at
per Unit 5.606% any time is less than $1,522,000.
<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 April 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>
<PAGE>
<TABLE>
<CAPTION>
SUMMARY OF ESSENTIAL INFORMATION
DEAN WITTER NATIONAL SELECT MUNICIPAL TRUST
DELAWARE PORTFOLIO SERIES 12
As of April 30, 1997
<S> <C> <S> <C>
FACE AMOUNT OF SECURITIES $2,990,000.00 DAILY RATE AT WHICH ESTIMATED NET
INTEREST ACCRUES PER UNIT .0147%
NUMBER OF UNITS 3,045 ESTIMATED CURRENT RETURN (based on
Public Offering Price)<F12> 5.297%
FRACTIONAL UNDIVIDED INTEREST IN THE ESTIMATED LONG TERM RETURN (based on
TRUST REPRESENTED BY EACH UNIT 1/3,045th Public Offering Price)<F12> 5.146%
PUBLIC OFFERING PRICE MONTHLY INTEREST DISTRIBUTIONS
Aggregate bid side evaluation Estimated net annual interest rate
of Securities in the Trust $2,914,961.00 per Unit times $1,000 $52.98
Divided by 12 $ 4.41
Divided by 3,045 Units $ 957.29
RECORD DATE: The ninth day of each month
Plus sales charge of 4.296% of
Public Offering Price (4.489% DISTRIBUTION DATE: The fifteenth
of net amount invested in day of each month
Securities) 42.97
MINIMUM PRINCIPAL DISTRIBUTION: No
Public Offering Price per Unit 1,000.26 distribution need be made from the
Plus undistributed principal Principal Account if balance therein
and net investment income and is less than $1 per Unit outstanding
accrued interest 18.49<F11>
TRUSTEE'S ANNUAL FEE AND EXPENSES
Adjusted Public Offering Price $ 1,018.75 (including estimated expenses and
Evaluator's fee) $1.98 per $1,000
face amount of underlying Securities $ 1.98
SPONSOR'S REPURCHASE PRICE AND
REDEMPTION PRICE PER UNIT SPONSOR'S ANNUAL PORTFOLIO SUPERVISION
(based on bid side evaluation of FEE: Maximum of $.25 per $1,000
underlying Securities, $42.97 less face amount of underlying Securities .25
than Adjusted Public Offering Price
per Unit) plus accrued interest $ 975.78 TOTAL ESTIMATED ANNUAL EXPENSES
PER UNIT $ 2.23
CALCULATION OF ESTIMATED NET
ANNUAL INTEREST RATE PER UNIT
(based on face amount of $1,000 EVALUATOR'S FEE FOR EACH EVALUATION:
per Unit) $.40 per issue of Security.
Annual interest rate per Unit 5.521% EVALUATION TIME: 4:00 P.M. New York Time
Less estimated annual expenses per MANDATORY TERMINATION DATE: January 1, 2042
Unit ($2.23) expressed as a
percentage .223% DISCRETIONARY LIQUIDATION AMOUNT: The Trust
may be terminated by the Sponsor if the value
Estimated net annual interest rate of the portfolio of the Trust at any time is
per Unit 5.298% less than $1,218,000.
<F11>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 April 30, 1997.
<F12>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-4
F-9
</TABLE>
A-3
SUMMARY OF ESSENTIAL INFORMATION
(Continued)
THE TRUSTS -- The Dean Witter Select Municipal Trust,
National Portfolio Series 126 (the "National Trust") and
Delaware Portfolio Series 12 (the "Delaware Trust") are two
separate unit investment trusts (collectively, the "Trusts")
created on May 6, 1993 (the "Date of Deposit"), under the laws
of the State of New York pursuant to an Indenture as defined in
Part B. Each of the Trusts is composed of "investment grade"
long-term interest bearing municipal bonds (the "Securities").
(For a description of the meaning of "investment grade"
securities, see: "Bond Ratings", in Part B.) The objectives
of each Trust are: (1) the receipt of income which, under
existing law, is excludable from gross income for Federal
income tax purposes (except in certain instances depending on
the Unit Holders) and, in the case of the Delaware Trust only,
is exempt from State of Delaware income taxation to individual
Unit Holders resident in the State of Delaware; and (2) the
conservation of capital. The interest income from the Delaware
Trust, however, may be includable in a Unit Holder's
alternative minimum taxable income in some cases. The payment
of interest and the preservation of principal of the Trusts is
dependent on the continuing ability of the respective Issuers
of the Securities thereof to meet their obligations to pay
principal and interest on the Securities. Therefore, there is
no guarantee that the objectives of the Trusts will be
achieved. All of the Securities in each of the Portfolios are
obligations of states 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 excludable from gross income
for Federal income tax purposes (except in certain instances
depending on the Unit Holders) and, in the case of the Delaware
Trust only, is exempt from State of Delaware income taxes when
owned by individual Unit Holders resident in the State of
Delaware, except that interest on one Security in the Delaware
Trust will be a tax preference item for individuals and
corporations for alternative minimum tax purposes. (For a
discussion of certain tax aspects of the Trusts, see: "Tax
Status", in Part B. For a discussion of certain state tax
aspects of the Delaware Trust, see: "Special Considerations
Regarding Delaware Securities -- Delaware 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
EACH TRUST HAVE BEEN REGISTERED. INVESTORS SHOULD CONTACT
ACCOUNT EXECUTIVES OF THE SPONSOR TO DETERMINE WHETHER THE
UNITS OF A PARTICULAR TRUST HAVE BEEN REGISTERED FOR SALE IN
THE STATE IN WHICH THEY RESIDE.
A-4
MONTHLY DISTRIBUTIONS -- Monthly distributions of
principal, premium, if any, and interest received by each 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 Programs
of the Sponsor. (See: "Reinvestment Programs", in Part B).
PUBLIC OFFERING PRICE -- The Public Offering Price
per Unit of each 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 multiplying 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 interest 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 Offering Price
will also vary with fluctuations in the bid side evaluation of
the underlying Securities. Therefore, it can be expected that
the Estimated 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 conditions may cause such prices to be greater or less
than the amount paid for Units.
SPECIAL CONSIDERATIONS -- An investment in Units of
the Trusts 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 National Trust
is considered to be concentrated in Electric and Power
Securities (40.51% of the aggregate market value of the
A-5
National Trust Portfolio). The Delaware Trust is considered to
be concentrated in Electric and Power Securities and General
Obligation Securities (31.86% and 38.18%, respectively, of the
aggregate market value of the Delaware Trust Portfolio). (See:
"The Trust -- Special Considerations" and "The Trust -- Summary
Description of the Portfolios", in Part B. See also: "The
National Trust" or "The Delaware Trust", herein, for a
discussion of additional risks relating to Units of such
Trust.)
OTHER INFORMATION -- The Securities in the Portfolio
of each 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 each Trust is January 1, 2042.
The latest maturity of a Security in the National Trust is
January 2031; and the average life to maturity (or date of
pre-refunding of a bond) of the Portfolio of Securities therein
is 23.085 years. The latest maturity of a Security in the
Delaware Trust is June 2021; and the average life to maturity
(or date of pre-refunding of a bond) of the Portfolio of
Securities therein is 17.901 years. The actual maturity dates
of each of the Securities contained in each Trust are shown on
the respective "Schedule of Portfolio Securities", herein.
The Trustee shall receive annually 75 cents per
$1,000 principal amount of Securities in each 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 a Trust.
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 total by the number of
Units then outstanding. In calculating the date of maturity, a
Security will be considered to mature on its stated maturity
date unless: (a) the Security has been called for redemption
or funds or securities have been placed in escrow to redeem it
on an earlier call date, in which case the call date will be
deemed the date on which such Security matures; or (b) the
A-6
Security is subject to a mandatory tender, in which case the
mandatory tender date will be deemed the date on which such
Security matures.
(as % of bid (as % of Public
Time to Maturity side evaluation) Offering Price)
Less than one year................. 0% 0%
1 year to less than 2 years........ 0.756% 0.75%
2 years to less than 4 years....... 1.523% 1.50%
4 years to less than 7 years....... 2.564% 2.50%
7 years to less than 11 years...... 3.627% 3.50%
11 years to less than 15 years..... 4.712% 4.50%
15 years and greater............... 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 Prospectus.
Units purchased at an Effective Sales Charge (before
volume purchase discount) of less than 3.00% of the Public
Offering Price (3.093% of the bid side evaluation of the
Securities) will not be eligible for exchange 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.
A-7
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 Information 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
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 replaced with "The Chase
Manhattan Bank, a New York Bank with its principal executive
office located at 270 Park Avenue, 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 former parent company, and Morgan Stanley Group Inc.
merged to form MCDWD. In connection with such merger, the
corporate name or DWDC was changed to Morgan Stanley, Dean
Witter, Discover & Co. ("MCDWD").
A-8
THE NATIONAL TRUST
The Portfolio of the National Trust consists of
eleven issues of Securities, ten of which were issued by
Issuers located in nine states and one of which (approximately
11.62% of the aggregate market value of the National Trust
Portfolio) was issued by an Issuer located in the District of
Columbia. Two issues of Securities are each a general
obligation of an Issuer. Issues of Securities, 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 National Trust contains the following
categories of Securities:
Percentage of Aggregate
Market Value of Trust
Portfolio
Category of Security (as of June 6, 1997)
Electric and Power ................ 40.51%
General Obligation ................ 23.43%
Health Care and Hospital 19.12%
Housing ........................... 7.16%
Water and Sewer ................... 8.63%
Prerefunded/Escrowed to
Maturity ........................ 1.15%
Original Issue Discount ........... 66.55 %
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
National Trust. See: "Tax Status", in Part B, for a
discussion of certain tax considerations with regard to
Original Issue Discount.
Of the Original Issue Discount bonds in the National
Trust, approximately 5.56% of the aggregate principal amount of
the Securities in the National Trust (or 1.15% of the market
value of all Securities in the National Trust on June 6, 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 14.48% and
8.63% of the aggregate market value of the Portfolio are
subject to redemption at the option of the Issuer thereof
beginning in 1998 and 1999, respectively. (See: "Schedule of
Portfolio Securities," herein, and "The Trust _ Summary
description of the Portfolios _ Additional Securities
considerations _ Redemption of Securities," in Part B.)
A-9
On June 6, 1997, based on the bid side of the market,
the aggregate market value of the Securities in the National
Trust was $3,501,945.60.
On June 6, 1997, Standard & Poor's Corporation rated
eight of the Securities in the National Trust as follows:
28.95%-AAA, 27.35%-AA, 13.27%-A and 23.56%-BBB; and Moody's
Investors Service rated three of the Securities as follows:
1.15%-Aaa, 5.72%-A, and 11.62%-Ba. (See: the respective
"Schedule of Portfolio 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 National Trust for the acquisition
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 automatically require the elimination of
such Security from the Portfolio.
THE DELAWARE TRUST
The Portfolio of the Delaware Trust consists of nine issues of Securities, nine
of which were issued by Issuers located in Delaware. Three issues of
Securities are each a general obligation of an Issuer. Six issues of
Securities, 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 Delaware Trust contains the following categories of Securities:
Percentage of Aggregate
Market Value of Trust
Portfolio
Category of Security (as of June 6, 1997)
Electric and Power 31.86%
General Obligation 38.18%
Highway & Transportation 8.44%
Housing 2.29%
Prerefunded/Escrowed to
Maturity 19.23%
Original Issue Discount 73.07%
Private Activity AMT 2.29%
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 Delaware Trust. See: "Tax Status", in Part B, for a
discussion of certain tax considerations with regard to Original Issue
Discount.
Of the Original Issue Discount bonds in the Delaware Trust, approximately
6.38% of the aggregate principal amount of the Securities in the Delaware Trust
(or 2.29% of the market value of all Securities in the Delaware Trust on June
6, 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 9.08% of the aggregate market
value of the Portfolio are subject to redemption at the option of the Issuer
thereof beginning in 1999. (See: "Schedule of Portfolio Securities," herein,
and "The Trust - Summary description of the Portfolios - Additional
Securities considerations - Redemption of Securities," in Part B.)
ALTERNATIVE MINIMUM TAX -- Accrued interest on the zero coupon bond will be a
tax preference item for alternative minimum tax purposes (see: Schedule of
Portfolio Securities). Although such accrued interest will not be
distributed to Unit Holders on a current basis, Unit Holders subject to the
alternative minimum tax will be subject to such tax on such interest as if a
current distribution of such amounts had been made.
On June 6, 1997, based on the bid side of the market, the aggregate
market value of the Securities in the Delaware Trust was $2,955,322.80.
On June 6, 1997, Standard & Poor's Corporation rated eight of the
Securities in the Delaware Trust as follows: 67.91%-AAA, 17.51%-AA and
12.29%-A; and Moody's Investors Service rated one of the Securities as
follows: 2.29%-A. (See: the respective "Schedule of Portfolio 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 Delaware Trust for the acquisition 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 automatically require the
elimination of such Security from the Portfolio.
SPECIAL CONSIDERATIONS REGARDING
DELAWARE SECURITIES - June 12, 1997
The Sponsor believes the information summarized
below describes some of the more significant developments
relating to the general economic conditions of the State of
Delaware and in particular to the State government itself.
This information may be relevant to the Securities (i) of or
supported by the State of Delaware or (ii) of municipalities
or other political subdivisions or instrumentalities of the
State of Delaware that rely, in whole or in part, on ad
valorem real property taxes and other general or special
funds of such municipalities or political subdivisions. The
sources of such information include publicly available
documents, including the Official Statements of the State.
The Sponsor has not independently verified any of the
information contained in such Official Statements and other
publicly available documents, and is not aware of any facts
that would render such information inaccurate.
Economic Base
The growth experienced in most sectors of
Delaware's economy for the past ten years has been
considerably greater than the average growth rates in the
other forty-nine states. Population grew by 22% in
Delaware, compared with the national growth of 17% and 5% in
the other states in the region (Maryland, New Jersey, New
York, Pennsylvania). Delaware's 1996 population exceeded
the 1995 head count by 1.1%, the growth rate for the U.S.
was 0.9%, and the growth in the mideast region was 0.1%.
Similarly, Delaware's employment growth from 1986 through
1996 of 25% exceeded the 20% and 5% growth rates of the
nation and the region, respectively.
During the same period, unemployment rates
declined from a level higher than the national average, to
one lower than the U.S. Delaware's April 1997 unemployment
rate of 4.2% was lower than the national rate of 4.9%. The
April average of the other states in the mideast region was
5.4%. For 1996, Delaware's unemployment rate averaged 5.2%,
lower than the 5.4% rate for the U.S. and the 5.9% regional
average rate for the same year.
Personal income in the State advanced 92% from
1986 through 1996, compared with 80% for the nation and 72%
in the region. The 1995 poverty rate in the State was
10.3%, considerably lower than the national rate of 13.8%.
In July 1995 State Policy Reports ranked states by gross
state product per capita. Delaware ranked second of all the
states, with Alaska as the only state that exceeded
<PAGE>
Delaware. Delaware exceeded the average state in the value
of per capita production by 46%.
These indicators of above average economic
performance resulted in part from financial decisions made
by the State in the late 1970's and early 1980's. They
include (1) reducing the top marginal personal income tax
rate from 19.8% to 7.7% and a further reduction effective
January 1997 that lowered the top rate to 6.9%, (2)
broadening the employment base to reduce the influence of
the manufacturing sector on Delaware's economy (from 25% of
all jobs in 1986 to 16% in 1996), (3) reducing regulations
on business - especially banking through the Financial
Center Development Act of 1981, and (4) following fiscally
conservative taxing policies. In 1993, further deregulatory
legislation was enacted, which increased competitive options
for telecommunications providers and expanded the powers of
limited liability partnerships in Delaware.
Since the national recession in the early 1990s,
employment has grown steadily in Delaware. Compared with
one year earlier, Delaware's employment in April 1997 had
increased by 8,900 (2.4%) while the nation's employment grew
by 2.2% and the other states in the region saw an increase
of 1.7%.
Delaware's manufacturing employment continues to
be negatively impacted by the downsizing and restructuring
of the chemical industry. In April 1997 there were 23,500
chemical workers in Delaware, 10,100 fewer than in the peak
year of 1990. When comparing April 1997 with April one year
earlier, Delaware's loss of chemical employment was nearly
3%, the same as the region, compared to a 1% loss in the
nation. Beginning in the spring of 1997, the General Motors
assembly plant in Northern Delaware serves as an overflow
facility producing the Chevrolet Malibu, a mid-sized sedan,
for two years. Their current employment is 2,900, with
average wages of $19 per hour. GM will then use the plant
to build the Saturn Innovate. They expect to assemble
250,000 cars annually and maintain their current employment
level.
Chrysler, the owner of the only other auto
assembly plant in the State employs 3,200 workers. Chrysler
is currently undergoing a $500 million retooling of its
facility. Later this summer that plant will begin producing
sport a utility truck, called the Dodge Dorango. By 1988,
the Chrysler plant expects to be producing 109,000 such
vehicles annually. April 1997 manufacturing employment in
Delaware declined by 5% compared with one year ago. The
U.S. over the same period and the regional manufacturing
employment were unchanged.
<PAGE>
The State's per capita personal income of $27,622
in 1996 was 14% higher than the national average, ranking
Delaware fifth in the U.S. For 1996, Delaware's total
personal income advanced by 6.2%, relative to one year
earlier, compared with 4.5% in the U.S. and 4.2% in the
region.
In the past ten years (1986-96) there has been a
52% growth in net new business firms established in
Delaware, compared with 22% in the U.S. and 14% in the
region. In 1996 there were 22,000 firms operating in the
State, a growth rate for the year that was the 5th highest
in the nation, and two and one half times that of the U.S.
and five times that of the region. The business failure
numbers also paint Delaware as an attractive place to own a
successful company. In 1995, only 45 Delaware businesses
ceased to operate, the lowest number of failures since 1989.
In 1995, only 22 businesses failed in Delaware for each
10,000 firms in existence, compared with failure rates of 86
and 90 per 10,000 firms for the region and the U.S.,
respectively.
Franchise tax revenue and fees derived from
companies incorporated in Delaware represent the second
largest source (20%) of State General Fund revenue (the
largest contributor is the personal income tax). There were
51,300 new incorporations in Delaware in 1996, bringing the
number of domestic corporations using the State as their
legal home to more than 300,000. New incorporations in
Delaware increased by 7% in 1996, compared with 1995.
Although the State is the legal home of only 5% of the
corporations in the U.S., among those are half the companies
listed on the New York Stock Exchange. Delaware is the
corporate home of 56% of the companies listed in the
"Fortune 500" in 1997.
The value of Delaware's construction contracts (as
measured by McGraw-Hill) decreased 10% in 1996 compared with
1995. This decrease compares with the U.S. increase of 8%.
Delaware's strengths were in the nonresidential building
(office space), nonbuilding (highway) and government
building categories. For the first four months of 1997,.
the value of Delaware's construction contracts was 21%
higher than the comparable period of 1996. Advances in
highway and housing contracts accounted for most of the
increase. Construction employment in April 1997 was nearly
10% higher than one year earlier, compared with 4% growth in
the U.S., and a 5% increase in the region.
Delaware's new private housing authorizations
decreased by 5% in 1996, compared with 1995. U.S. and the
region's private housing authorizations were 7% and 9%
higher, respectively, for the same period. For the first
four months of 1997, Delaware's housing authorizations were
<PAGE>
up by 3%, compared with an 11% growth in the region, and a
2% increase in the nation. There were 1% more Delaware home
sales in 1996 than in 1995, compared with an 8% increase for
the whole country, and a 2% decline for the region. The
nominal dollar value of Delaware's housing starts was 6%
higher in 1996 than the previous year, compared with
increases of 8% in the region and 11% nationally.
Newly leased office space in the greater
Wilmington market increased by 40% in 1996 compared with the
prior year, and was 30% higher than the average of the last
five years. The vacancy rate for Wilmington's Class "A"
buildings was 15% compared with the national average of 14%
in December 1996. At the same time, the quoted rental price
for this downtown office space was $20 per square foot,
compared to $25 in the average central business district
nationally. Operating costs on these properties averaged $7
per square foot at the end of 1996. These costs were
approximately the same as those nationwide, but considerably
less than in neighboring cities. MBNA, one of the largest
banks in the State, has recently completed construction of
two office buildings totalling 615,000 square feet and an
adjoining parking garage adjacent to the central square in
the City of Wilmington.
The financial services industry continued to
expand in Delaware, employing 46,100 workers in April 1997.
Those workers in financial services held 3,400 more jobs
than one year earlier, a year-over-year growth rate of 8%,
in spite of the ongoing bank consolidations. The number of
national finance-related jobs grew by 3% and the number in
the region increased by 1%. In 1995, Delaware banks had the
third highest return on average assets in the nation, 2.39%
compared with the U.S. average of 1.16%. Financial
institutions currently number fifty-seven, including twenty
major credit card companies. Last year, the Delaware credit
card institutions were responsible for issuing 40% of all
credit card debt issued in the U.S. In June 1995, the State
approved limited expansion powers for out-of-state banks
that want to establish operations in Delaware.
The Port of Wilmington handled 4.6 million tons of
waterborne cargo in 1996, an increase of 21% compared with
the prior year. For the first nine months of fiscal 1997,
gross Port revenue of $13.7 million was 11% higher than in
the first nine months of fiscal 1996. The composition of
the imports has changed since last year, with increases in
wet bulk imports and reductions in steel, dry bulk and
refrigerated cargo. The wet bulk (primarily oil) cargo pays
a monthly fee for port usage, regardless of tonnage, while
payment for the other cargo is based on weight.
Wilmington's Port exports more American-made cars than any
other port in the U.S. New Port contracts include
substantial imports of Chilean fruit, Australian beef and
<PAGE>
Volkswagen cars. In 1996 the Port of Wilmington led all the
Delaware River ports and terminals with 376 ship calls,
according to the Delaware River and Bay Maritime Exchange.
In June 1995 the State agreed to purchase the Port for $40
million, payable over 30 years. The state also agreed to
invest $30 million in capital improvements in the Port over
the next two years and to assume $66 million of Port debt.
The State assumed the full operating responsibility for the
Port in September 1996.
State Finances
Fiscal 1996. General Fund expenditures were $1,651
million, an increase of 7% over the previous year, with the
growth primarily for mandated caseload and inflation
adjustments in social service programs. One significant
feature in the 1996 budget was an initiative to move welfare
recipients into the labor market. The fiscal 1996 revenue
was $1,656 million, an increase of 3%. After adjusting for
the phased-in personal income tax cut, the growth of General
Fund revenue was 5% over the prior year. The fiscal 1996
cumulative cash balance was $379 million, 24% of the
operating budget. Nationally, cash balances as a percent of
operating spending averaged 6%, according to the National
Association of State Budget Officers. The State's Budget
Reserve Fund (see "Fiscal Controls" below) remained fully
funded at the 5% level and held balances of $87 million.
Delaware finances transportation projects
primarily through the Transportation Trust Fund, created in
1987 and funded by dedicated revenue sources including the
motor fuel tax, Turnpike tolls and concessions, motor
vehicle document and registration fees, miscellaneous
transportation related revenue (titling fees, operator
license fees, etc.), and investment earnings on Trust Fund
balances. Transportation operating expenses and debt
service were $162 million for fiscal 1996, a 1% increase
over the previous year. The capital program spent another
$124 million. The State enacted increases in motor vehicle
gasoline and diesel taxes, vehicle document fees, and tolls
on Interstate 95 to replace some of the anticipated bond-
financed capital spending. These "user fees" for
transportation purposes are expected to provide $178 million
of capital for transportation projects through 1999, and
became effective September 1993.
In 1993, the U.S. Supreme Court ruled in favor of
Delaware in a case involving intangible abandoned property,
stating that Delaware is entitled to receive abandoned
property held by brokers incorporated in the State. In
1994, Delaware negotiated a settlement with New York which
allows Delaware to draw down the $220 million windfall
during the next four years. The fiscal 1996 budget
<PAGE>
authorized the use of these funds (named the Twenty-first
Century Fund) to create public/private partnerships to
enhance the competitiveness of the State. Specifically
allocated in fiscal 1996 were $35 million for agricultural
land preservation and a parks' maintenance endowment, $42
million for educational technology investments and economic
development projects and $33 million for housing, community
development, and sewer/water projects.
Fiscal 1997. The Delaware Economic and Financial
Advisory Council ("DEFAC"), composed of 33 private and
public-sector members appointed by the Governor, provides
revenue and expenditure forecasts for the General Assembly
and the Governor a minimum of six times each year. The most
recent DEFAC forecast (May 1997) called for General Fund
revenue of $1,777 million for fiscal 1997, a growth of 8%
over the fiscal 1996 revenue. (Adjusted for the decrease in
personal income tax rates, the growth estimate was 8%.)
Fiscal 1997 expenditures are expected to be $1,768, an
increase of 7% compared with fiscal 1996. Operating
expenditures and debt service from the Transportation Trust
Fund are expected to be $161 million, approximately the same
as the previous year. The capital spending budgets include
$180 million for transportation projects and $328 million
for other capital improvements supported by the General Fund
and the Twenty-first Century Fund.
Fiscal 1998. The May 1997 DEFAC estimate for
revenue in the General Fund was $1,866 million (+5%) and
$244 million in the Transportation Trust Fund, a nearly 4%
increase over the previous year. A budget for fiscal 1998
is currently under consideration, and is expected to pass by
June 30, 1997.
Fiscal Controls. A constitutional limit requires
a three-fifths vote of each house of the General Assembly to
pass or increase any tax or license fee. Appropriation of
more than 98% of estimated General Fund revenue plus
unencumbered General Fund balances from the previous fiscal
year also requires a three-fifths vote of both houses.
Excess unencumbered General Fund revenue at the
end of a fiscal year must be placed in a Budget Reserve
Account, until that Account accumulates to 5% of estimated
General Fund revenue, according to the State Constitution.
That Account provides a cushion against unanticipated
revenue shortfalls and funds for tax reductions. The Budget
Reserve Account currently holds $87 million and is fully
funded.
<PAGE>
Until 1991 the authorization of additional General
Fund debt was restricted to 75% of the principal retirement
of general obligation debt in the prior fiscal year plus any
deauthorized debt in the same year. Legislation effective
in July 1991 replaced that debt limitation. The revised
limitations are three: (a) annual tax supported debt
authorizations cannot exceed 5% of estimated General Fund
revenue, (b) debt service payments of all tax supported debt
(including the Transportation Authority, certificates of
participation and long-term leases) will be limited to 15%
of General Fund plus Transportation Trust Fund revenue, and
(c) General Obligation debt service payments will be limited
to the projected cumulative cash balance for the same fiscal
year. These debt limits supported the reduction of per
capita General Obligation debt from $784 in fiscal 1987 to
an estimated $734 in fiscal 1997.
<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
DEAN WITTER SELECT MUNICIPAL TRUST
NATIONAL PORTFOLIO SERIES 126
DELAWARE PORTFOLIO SERIES 12
We have audited the statements of financial condition and schedules of
portfolio securities of the Dean Witter Select Municipal Trust National
Portfolio Series 126 and Delaware Portfolio Series 12 as of April 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 April 30,
1997 as shown in the statements of financial condition and schedules 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 National Portfolio Series 126 and Delaware Portfolio Series
12 as of April 30, 1997, and the results of their operations and the changes
in their net assets for each of the three years in the period then ended in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
June 2, 1997
New York, New York
F-1
</AUDIT-REPORT>
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT MUNICIPAL TRUST
NATIONAL PORTFOLIO SERIES 126
April 30, 1997
TRUST PROPERTY
Investments in municipal bonds at market value (amortized
cost $3,695,151) (Note (a) and Schedule of Portfolio
Securities Notes (4) and (5)) $3,690,150
Accrued interest receivable 74,173
Cash 2,187
Total 3,766,510
LIABILITIES AND NET ASSETS
Less Liabilities:
Accrued Trustee's fees and expenses 10,872
Accrued Sponsor's fees 1,952
Total liabilities 12,824
Net Assets:
Balance applicable to 3,797 Units of fractional
undivided interest outstanding (Note (c)):
Capital, less net unrealized market
depreciation of $5,001 $3,690,150
Undistributed principal and net investment
income (Note (b)) 63,536
Net assets $3,753,686
Net asset value per Unit ($3,753,686 divided by 3,797 Units) $ 988.59
See notes to financial statements
F-2
<PAGE>
STATEMENT OF OPERATIONS
DEAN WITTER SELECT MUNICIPAL TRUST
NATIONAL PORTFOLIO SERIES 126
For the years ended April 30,
1997 1996 1995
Investment income - interest $223,617 $223,461 $223,315
Less Expenses:
Trustee's fees and expenses 7,344 7,344 7,342
Sponsor's fees 951 951 951
Total expenses 8,295 8,295 8,293
Investment income - net 215,322 215,166 215,022
Unrealized market appreciation 81,285 96,902 12,034
Net increase in net assets resulting from
operations $296,607 $312,068 $227,056
See notes to financial statements
F-3
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
DEAN WITTER SELECT MUNICIPAL TRUST
NATIONAL PORTFOLIO SERIES 126
For the years ended April 30,
1997 1996 1995
Operations:
Investment income - net $ 215,322 $ 215,166 $ 215,022
Unrealized market appreciation 81,285 96,902 12,034
Net increase in net assets
resulting from operations 296,607 312,068 227,056
Less Distributions to Unit Holders:
Investment income - net (212,784) (212,742) (212,776)
Total distributions (212,784) (212,742) (212,776)
Less Capital Share Transactions:
Redemption of 8 Units - (7,619) -
Accrued interest on redemption - (166) -
Total capital share
transactions - (7,785) -
Net increase in net assets 83,823 91,541 14,280
Net assets:
Beginning of year 3,669,863 3,578,322 3,564,042
End of year (including undistributed
principal and net investment income
of $63,536, and undistributed net
investment income of $63,479 and
$71,167, respectively) $3,753,686 $3,669,863 $3,578,322
See notes to financial statements
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT MUNICIPAL TRUST
NATIONAL PORTFOLIO SERIES 126
April 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
(May 6, 1993) 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
NATIONAL PORTFOLIO SERIES 126
April 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 (May 6, 1993) 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 April 30, 1997 follows:
Original cost to investors $3,876,039
Less: Gross underwriting commissions (sales charge) (189,920)
Net cost to investors 3,686,119
Net unrealized market depreciation (5,001)
Accumulated interest accretion 9,032
Net amount applicable to investors $3,690,150
(d) OTHER INFORMATION
Selected data for a Unit of the Trust during each year:
For the years ended April 30,
1997 1996 1995
Net investment income distributions
during year $ 56.04 $ 55.98 $ 55.92
Net asset value at end of year $988.59 $966.52 $940.43
Trust Units outstanding at end of
year 3,797 3,797 3,805
F-6
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT MUNICIPAL TRUST
NATIONAL PORTFOLIO SERIES 126
April 30, 1997
Port- Optional
folio Rating Face Coupon Maturity Sinking Fund Refunding Market
No. Title of Securities <F3> Amount Rate Date Redemptions<F5> Redemptions<F4> Value<F6><F7>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Eutaw Industrial Develop-
ment Board, Alabama 6.05%
Pollution Control Revenue
Refunding Bonds, Series B
(Alabama Power Company,
Greene County Plant Proj-
ect) (MBIA Insured) <F10> AAA $ 500,000 6.050% 05/01/23 NONE 05/01/98@102 $ 503,260
2. Salt River Project Agri-
cultural Improvement and
Power District, Arizona,
Salt River Project Electric
System Revenue Bonds, 1991
Series A AA 400,000 6.000 01/01/31 01/01/23@100 01/01/01@100 401,916
3. Connecticut Housing
Finance Authority Housing
Mortgage Finance Program
Bonds, 1992 Subseries A-1
<F9> AA 250,000 5.900 11/15/25 11/15/24@100 11/15/02@102 247,945
4. District of Columbia
(Washington, D.C.) General
Obligation Refunding Bonds,
Series 1993A Ba<F8> 400,000 6.000 06/01/07 06/01/06@100 NONE 400,276
5. Washington Wilkes Payroll
Development Authority,
Georgia Subordinated Zero
Coupon Revenue Bonds
(Southern Care Corporation
Facility), Series 1991C
(Escrowed to Maturity) Aaa<F8> 200,000 0.000 12/01/21 NONE NONE 38,364
6. Chicago, Illinois, Water
Revenue Bonds, Series 1989 AA- 300,000 6.000 11/15/19 11/15/17@100 11/15/99@100 300,759
7. Indiana Health Facility
Financing Authority Hospi-
tal Revenue Bonds, Series
1993 (Lafayette Home Hos-
pital Project) A1<F8> 200,000 6.000 08/01/23 08/01/14@100 02/01/03@102 195,838
8. Porter Township High
School Building Corporation,
Indiana First Mortgage
Bonds, Series 1992 A 400,000 6.000 01/15/15 01/15/13@100 07/15/03@102 408,000
9. New Jersey Health Care
Facilities Financing
Authority Revenue Bonds,
Pascack Valley Hospital
Association Issue, Series
1991 BBB+ 405,000 6.700 07/01/11 07/01/02@100 07/01/01@102 415,392
10. Allegheny County Hospital
Development Authority, Penn-
sylvania, Hospital Revenue
Bonds, Series Q (Allegheny
Valley Hospital, Sublessee) A 250,000 7.000 08/01/15 08/01/14@100 NONE 277,175
11. Marshall County, West
Virginia, Pollution Control
Revenue Bonds, (Ohio Power
Company Project), Series D
(MBIA Insured) <F10> AAA 500,000 5.900 04/01/22 NONE 04/01/03@102 501,225
$3,805,000 $3,690,150
See notes to schedule of portfolio securities
F-7
</TABLE>
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT MUNICIPAL TRUST
NATIONAL PORTFOLIO SERIES 126
April 30, 1997
[FN]
<F3> 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.
<F4> 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.
<F5> 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 of par.
<F6> The market value of the Securities as of April 30, 1997 was
determined by the Evaluator on the basis of bid side evaluations
for the Securities at such date.
<F7> At April 30, 1997, the net unrealized market depreciation of all
Securities was comprised of the following:
Gross unrealized market appreciation $ 14,701
Gross unrealized market depreciation (19,702)
Net unrealized market depreciation $ (5,001)
The amortized cost of the Securities for Federal income tax
purposes was $3,695,151 at April 30, 1997.
<F8> Moody's Investors Service Inc. rating.
<F9> See "The Trust - Summary Description of the Portfolios - Revenue
Securities - Housing Securities" in Part B of this Prospectus for
the discussion relating to Housing Securities therein.
<F10> Insured by Municipal Bond Insurance Association ("MBIA").
F-8
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT MUNICIPAL TRUST
DELAWARE PORTFOLIO SERIES 12
April 30, 1997
TRUST PROPERTY
Investments in municipal bonds at market value (amortized
cost $2,965,072) (Note (a) and Schedule of Portfolio
Securities Notes (4) and (5)) $2,914,961
Accrued interest receivable 56,710
Cash 3,049
Total 2,974,720
LIABILITIES AND NET ASSETS
Less Liabilities:
Accrued Trustee's fees and expenses 3,267
Accrued Sponsor's fees 1,542
Total liabilities 4,809
Net Assets:
Balance applicable to 3,045 Units of fractional
undivided interest outstanding (Note (c)):
Capital, less net unrealized market
depreciation of $50,111 $2,914,961
Undistributed principal and net investment
income (Note (b)) 54,950
Net assets $2,969,911
Net asset value per Unit ($2,969,911 divided by 3,045 Units) $ 975.34
See notes to financial statements
F-10
<PAGE>
STATEMENTS OF OPERATIONS
DEAN WITTER SELECT MUNICIPAL TRUST
DELAWARE PORTFOLIO SERIES 12
For the years ended April 30,
1997 1996 1995
Investment income - interest $173,425 $173,393 $173,242
Less Expenses:
Trustee's fees and expenses 5,935 5,967 5,981
Sponsor's fees 749 753 755
Total expenses 6,684 6,720 6,736
Investment income -
net 166,741 166,673 166,506
Net gain on investments:
Realized loss on securities sold or
redeemed (1,585) (371) (2,091)
Net unrealized market appreciation 25,585 53,056 36,276
Net gain on investments 24,000 52,685 34,185
Net increase in net assets resulting from
operations $190,741 $219,358 $200,691
See notes to financial statements
F-11
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
DEAN WITTER SELECT MUNICIPAL TRUST
DELAWARE PORTFOLIO SERIES 12
For the years ended April 30,
1997 1996 1995
Operations:
Investment income - net $ 166,741 $ 166,673 $ 166,506
Realized loss on securities sold or
redeemed (1,585) (371) (2,091)
Net unrealized market appreciation 25,585 53,056 36,276
Net increase in net assets
resulting from operations 190,741 219,358 200,691
Less Distributions to Unit Holders:
Principal (6,760) (3,075) (7,064)
Investment income - net (161,141) (161,141) (161,141)
Total distributions (167,901) (164,216) (168,205)
Increase in net assets 22,840 55,142 32,486
Net assets:
Beginning of year 2,947,071 2,891,929 2,859,443
End of year (including undistributed
principal and net investment in-
come of $54,950, $54,639 and
$55,848, respectively) $2,969,911 $2,947,071 $2,891,929
See notes to financial statements
F-12
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT MUNICIPAL TRUST
DELAWARE PORTFOLIO SERIES 12
April 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
(May 6, 1993) 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.
F-13
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT MUNICIPAL TRUST
DELAWARE PORTFOLIO SERIES 12
April 30, 1997
(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.
(c) ORIGINAL COST TO INVESTORS
The original cost to investors represents the aggregate initial public
offering price as of the date of deposit (May 6, 1993) 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 April 30, 1997 follows:
Original cost to investors $3,118,293
Less: Gross underwriting commissions (sales charge) (152,806)
Net cost to investors 2,965,487
Cost of securities sold or redeemed (21,348)
Net unrealized market depreciation (50,111)
Accumulated interest accretion 20,933
Net amount applicable to investors $2,914,961
F-14
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT MUNICIPAL TRUST
DELAWARE PORTFOLIO SERIES 12
April 30, 1997
(d) OTHER INFORMATION
Selected data for a Unit of the Trust during each year:
For the years ended April 30,
1997 1996 1995
Interest income $ 56.95 $ 56.94 $ 56.89
Expenses (2.19) (2.21) (2.21)
Investment income - net 54.76 54.73 54.68
Income distributions (52.92) (52.92) (52.92)
1.84 1.81 1.76
Principal distributions (2.22) (1.01) (2.32)
Realized loss on securities
sold or redeemed (.52) (.12) (.69)
Net unrealized market appreciation 8.40 17.43 11.92
Net increase in net asset value 7.50 18.11 10.67
Net asset value - beginning of
year 967.84 949.73 939.06
Net asset value - end of year $975.34 $967.84 $949.73
F-15
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT MUNICIPAL TRUST
DELAWARE PORTFOLIO SERIES 12
April 30, 1997
Port- Optional
folio Rating Face Coupon Maturity Sinking Fund Refunding Market
No. Title of Securities <F13> Amount Rate Date Redemptions<F15> Redemptions<F14> Value<F16><F17>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Delaware Economic Develop-
ment Authority, 6.75% Pol-
lution Control Refunding
Revenue Bonds (Delmarva
Power & Light Company),
Series 1992B (AMBAC
Insured) <F20> AAA $ 400,000 6.750% 05/01/19 NONE 05/01/02@102 $ 429,528
2. Delaware State Housing
Authority, Senior Home
Mortgage Revenue Bonds,
1991 Series A <F19><F22> Aa3<F23> 200,000 0.000 12/01/10 NONE NONE 70,352
3. Delaware Transportation
Authority Transportation
System Senior Revenue
Bonds, 1991 Series
(Refunded) <F18> AAA 275,000 6.500 07/01/11 NONE 07/01/01@102 297,619
4. Delaware Transportation
Authority Transportation
System Senior Revenue
Bonds, 1991 Series AA 250,000 5.500 07/01/16 07/01/15@100 07/01/01@100 244,762
5. Dover Electric Revenue
Refunding Bonds, (Series
1993) (FGIC Insured) <F21> AAA 500,000 5.750 07/01/15 07/01/12@100 01/01/03@102 500,260
6. Georgetown General Obliga-
tion Bonds, Series of 1993
(AMBAC Insured) <F20> AAA 500,000 5.750 06/01/21 06/01/14@100 06/01/03@100 491,655
7. Sussex County General
Obligation Refunding Bonds,
Series 1993 A+ 365,000 5.600 10/15/20 10/15/13@100 04/15/03@102 353,875
8. University of Delaware
Revenue Bonds, Series 1989
(Refunded) <F18> AA+ 250,000 6.625 11/01/10 NONE 11/01/99@102 266,977
9. Wilmington Parking Author-
ity Guaranteed Parking Rev-
enue Bonds, Series of 1992A
(FGIC Insured) <F21> AAA 250,000 6.000 09/15/09 09/15/08@100 09/15/02@102 259,933
$2,990,000 $2,914,961
See notes to schedule of portfolio securities
F-16
</TABLE>
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT MUNICIPAL TRUST
DELAWARE PORTFOLIO SERIES 12
April 30, 1997
[FN]
<13>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.
<F14>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.
<F15>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.
<F16>The market value of the Securities as of April 30, 1997 was
determined by the Evaluator on the basis of bid side evaluations
for the Securities at such date.
<F17>At April 30, 1997, the net unrealized market depreciation of all
Securities was comprised of the following:
Gross unrealized market appreciation $ 6,949
Gross unrealized market depreciation (57,060)
Net unrealized market depreciation $(50,111)
The amortized cost of the Securities for Federal income tax
purposes was $2,965,072 at April 30, 1997.
<F18>The Issuer has indicated that it will refund this Security on its
optional redemption date.
<19>In the opinion of bond counsel to the issuing government authority,
interest on this bond will be a tax preference item for individuals
and corporations for alternative minimum tax purposes (see "Tax
Status" herein).
<F20>Insured by American Municipal Bond Assurance Corporation ("AMBAC").
<F21>Insured by Financial Guaranty Insurance Company ("FGIC").
<F22>See "The Trust - Summary Description of the Portfolios - Revenue
Securities - Housing Securities" in Part B of this Prospectus for
the discussion relating to Housing Securities, therein.
<F23>Moody's Investors Service, Inc. rating.
F-17
(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 the Evaluator and Independent Auditors; all
other consents were previously filed.
The following exhibits:
23. 1a. Consents of Kenny S&P Evaluation Services, a
division of J.J. Kenny Co., Inc.
1b. Consent of Independent Auditors.
27. 1. Financial Data Schedule of Dean Witter Select
Municipal Trust, National Portfolio Series 126.
2. Financial Data Schedule of Dean Witter Select
Municipal Trust, Delaware Portfolio Series 12.
FINANCIAL STATEMENTS
1. Statement of Financial Condition, Statement of Operations
and Statement of Changes in Net Assets of each Trust, as
shown in the Prospectus.
CONSENT OF COUNSEL
The consents of counsel to the use of their names in the
Prospectus included in this Registration Statement are contained
in their opinions filed as Exhibits EX-5 and EX-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,
National Portfolio Series 126 and Delaware Portfolio Series 12,
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 Post-Effective
Amendment No. 4 to the Registration Statement to be signed on
their behalf by the undersigned, thereunto duly authorized, all in
The City of New York and State of New York on the 26th day of
June, 1997.
DEAN WITTER SELECT MUNICIPAL
TRUST,
NATIONAL PORTFOLIO SERIES 126
DELAWARE PORTFOLIO SERIES 12
(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. 4 to the Registration
Statement has been signed on behalf of Dean Witter Reynolds Inc.,
the Depositor, by the following 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 26th day of June, 1997.
Name Office
Philip J. Purcell Chairman & Chief Executive
Officer and Director
Richard M. DeMartini Director
Robert J. Dwyer Director
Christine A. Edwards Director
Charles A. Fiumefreddo Director
James F. Higgins Director
Mitchell M. Merin Director
Stephen R. Miller Director
Richard F. Powers III Director
Thomas C. Schneider Director
William B. Smith Director
Thomas Hines
Thomas Hines
Attorney-in-fact1
1 Executed copies of the Powers of Attorney of the Board
Members listed below have been filed with the Securities and
Exchange Commission in connection with Amendment No. 1 to the
Registration Statement on Form S-6 for Dean Witter Select
Equity, Select 10 Industrial Portfolio 97-1, File No. 333-
16839, 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 and the Registration
Statement on Form S-6 for Dean Witter Select Equity Trust,
Select 10 International Series 95-1, File No. 33-56389.
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. TITLE OF DOCUMENT
23. 1a. Consents of Kenny S&P Evaluation Services, a
division of J.J. Kenny Co., Inc.
1b. Consent of Deloitte & Touche LLP
27. 1. Financial Data Schedule of Dean Witter Select
Municipal Trust, National Portfolio Series 126.
2. Financial Data Schedule of Dean Witter Select
Municipal Trust, Delaware Portfolio Series 12.
<PAGE>
<PAGE>
Letterhead of KENNY S&P EVALUATION SERVICES
A division of J.J. Kenny Co., Inc.
June 26, 1997
Dean Witter Reynolds Inc.
Two World Trade Center
New York, NY 10048
Re: Dean Witter Select Municipal Trust,
National Portfolio Series 126
Gentlemen:
We have examined the post-effective Amendment to the
Registration Statement File No. 33-49221 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 indicated in our
KENNYBASE database as 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
<PAGE>
Exhibit 23.1b.
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated June 2, 1997, accompanying the
financial statements of the Dean Witter Select Municipal Trust National
Portfolio Series 126 and Delaware Portfolio Series 12 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
June 26, 1997
New York, New York
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS FOR DEAN WITTER SELECT
MUNICIPAL TRUST NATIONAL PORTFOLIO
SERIES 126 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
<RESTATED>
<CIK> 0000894415
<NAME> DEAN WITTER SELECT MUNICIPAL TRUST
NATIONAL PORTFOLIO SERIES 126
<SERIES>
<NAME> DEAN WITTER SELECT MUNICIPAL TRUST
NATIONAL PORTFOLIO SERIES
<NUMBER> 126
<MULTIPLIER> 1
<FISCAL-YEAR-END> Apr-30-1997
<PERIOD-START> May-1-1996
<PERIOD-END> Apr-30-1997
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 3,695,151
<INVESTMENTS-AT-VALUE> 3,690,150
<RECEIVABLES> 74,173
<ASSETS-OTHER> 2,187
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,766,510
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 12,824
<TOTAL-LIABILITIES> 12,824
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,687,532
<SHARES-COMMON-STOCK> 3,797
<SHARES-COMMON-PRIOR> 3,797
<ACCUMULATED-NII-CURRENT> 71,155
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (5,001)
<NET-ASSETS> 3,753,686
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 221,135
<OTHER-INCOME> 2,482
<EXPENSES-NET> 8,295
<NET-INVESTMENT-INCOME> 215,322
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 81,285
<NET-CHANGE-FROM-OPS> 296,607
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 212,784
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 83,823
<ACCUMULATED-NII-PRIOR> 71,098
<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>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS FOR DEAN WITTER SELECT
MUNICIPAL TRUST DELAWARE PORTFOLIO
SERIES 12 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
<RESTATED>
<CIK> 0000885389
<NAME> DEAN WITTER SELECT MUNICIPAL TRUST
DELAWARE PORTFOLIO SERIES 12
<SERIES>
<NAME> DEAN WITTER SELECT MUNICIPAL TRUST
DELAWARE PORTFOLIO SERIES
<NUMBER> 12
<MULTIPLIER> 1
<FISCAL-YEAR-END> Apr-30-1997
<PERIOD-START> May-1-1996
<PERIOD-END> Apr-30-1997
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 2,965,072
<INVESTMENTS-AT-VALUE> 2,914,961
<RECEIVABLES> 56,710
<ASSETS-OTHER> 3,049
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,974,720
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4,809
<TOTAL-LIABILITIES> 4,809
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,965,098
<SHARES-COMMON-STOCK> 3,045
<SHARES-COMMON-PRIOR> 3,045
<ACCUMULATED-NII-CURRENT> 54,924
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (50,111)
<NET-ASSETS> 2,969,911
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 168,128
<OTHER-INCOME> 5,297
<EXPENSES-NET> 6,684
<NET-INVESTMENT-INCOME> 166,741
<REALIZED-GAINS-CURRENT> (1,585)
<APPREC-INCREASE-CURRENT> 25,585
<NET-CHANGE-FROM-OPS> 190,741
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 161,141
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 6,760
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 22,840
<ACCUMULATED-NII-PRIOR> 54,623
<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>
