<PAGE>
Insured California Portfolio Series 63
File No. 33-49211
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
INSURED CALIFORNIA PORTFOLIO SERIES 63
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 effective immediately upon filing pursuant to
paragraph(b) of Rule 485.
<PAGE>
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 In- Introduction; Amendment
denture 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
of the and Securities 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.
<PAGE>
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; Redemp-
tion; Rights of Unit
Holders-Certificates
e) Lapses or defaults with re- *30
spect to periodic payment
plan certificates
f) Voting rights as to Securi- Rights of Unit Holders-
ties 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
3) Provisions of Inden- Amendment and Termina-
ture tion of the Indenture
____________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
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 Portfo-
lios; Objectives and Se-
curities Selection; The
Trust-Special Considera-
tions
12. Type of securities comprising *30
periodic payment certificates
13. a) Load, fees, expenses, etc. Summary of Essential In-
formation; Public Offer-
ing of Units-Public Of-
fering Price;-Profit of
Sponsor;-Volume Dis-
count; Expenses and
Charges
b) Certain information regard- *30
ing periodic payment cer-
tificates
c) Certain percentages Summary of Essential In-
formation; Public Offer-
ing of Units-Public Of-
fering 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
f) Certain profits receivable Redemption _ Purchase by
by depositor, principal un- the Sponsors of Units
derwriters, trustee or af- Tendered for Redemption
filiated persons
____________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
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 payments Public Offering of
from purchasers Units-Profits 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 Port-
folio; Sponsor-
Responsibility
17. Withdrawal or redemption by Se- Redemption; Public Of-
curity Holders fering of Units-
Secondary Market
18. a) Receipt and disposition of Administration of the
income Trust; Reinvestment Pro-
grams
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.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
20. Certain miscellaneous provisions Amendment and Termina-
of the Indenture tion 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 on 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-Profits 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.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
33. Remuneration of employees of De- *30
positor 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 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
b) Underwriting agreements
c) Public Offering
of Units Selling agreements
39. a) Organization of principal Sponsor
underwriter
b) N.A.S.D. membership of
principal underwriter
40. Certain fees received by princi- Public Offering of
pal 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.
<PAGE>
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 price Public Offering of
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
d) Coverage of policies *30
____________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
e) Beneficiaries of policies *30
f) Terms and manner of cancel- *30
lation
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; Objectives
eliminating securities from and Securities Selec-
the Trust tion; The Trust-Summary
Description of the Port-
folio; Sponsor-
Responsibility
b) Elimination of securities *30
from the Trust
c) Policy of Trust regarding *30
substitution and elimina-
tion of securities
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
54. Information regarding the *30
Trust's past ten fiscal years
____________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
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.
<PAGE>
LOGO
DEAN WITTER SELECT
MUNICIPAL TRUST
INSURED CALIFORNIA PORTFOLIO SERIES 63
Standard & Poor's Corporation Rating: AAA
(A Unit Investment Trust)
_______________________________________________________________
This Trust was formed for the purpose of providing interest in-
come which in the opinion of bond counsel is, under existing
law, excludable from gross income for Federal income tax pur-
poses (except in certain instances depending on the Unit Hold-
ers) and is exempt from State of California income taxes to in-
dividual Unit Holders resident in the State of California,
through investment in a fixed portfolio consisting primarily of
investment grade long-term California state, municipal and pub-
lic authority debt obligations. 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 Securities
have been irrevocably insured by insurance provided by the re-
spective Issuers thereof or obtained by third parties. Minimum
Purchase: 1 Unit.
_______________________________________________________________
This Prospectus consists of two parts. Part A contains a Sum-
mary of Essential 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 com-
pleted. The Units offered hereby are issued and outstanding
Units which have been acquired by the Sponsor either by pur-
chase from the Trustee of Units tendered for redemption or in
the Secondary Market.
_______________________________________________________________
Sponsor: LOGO DEAN WITTER REYNOLDS INC.
_______________________________________________________________
<PAGE>
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 refer-
ence.
Units of the Trust are not deposits or obligations of, or guar-
anteed or endorsed by, any bank, and the Units are not feder-
ally insured by the Federal Deposit Insurance Corporation, Fed-
eral Reserve Board, or any other agency.
Prospectus Part A dated July 31, 1997
<PAGE>
THIS PROSPECTUS DOES NOT CONTAIN ALL OF THE INFORMATION WITH
RESPECT TO THE INVESTMENT COMPANY SET FORTH IN ITS REGISTRATION
STATEMENT AND EXHIBITS RELATING THERETO WHICH HAVE BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.,
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT
OF 1940, AND TO WHICH REFERENCE IS HEREBY MADE.
THE USE OF THE TERM "INSURED" IN THE NAME OF THIS TRUST 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 PORTFOLIO SERIES 63
TABLE OF CONTENTS
Page
PART A
Table of Contents..................................... A-1
Summary 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............................................ 32
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
Expenses and Charges.................................. 40
Initial Expenses................................. 40
A-1
<PAGE>
Page
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>
<PAGE>
<TABLE>
<CAPTION>
SUMMARY OF ESSENTIAL INFORMATION
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA PORTFOLIO SERIES 63
As of May 31, 1997
<S> <C> <S> <C>
FACE AMOUNT OF SECURITIES $3,915,000.00 DAILY RATE AT WHICH ESTIMATED NET
INTEREST ACCRUES PER UNIT .0147%
NUMBER OF UNITS 3,907
ESTIMATED CURRENT RETURN (based on
FRACTIONAL UNDIVIDED INTEREST IN THE Public Offering Price)<F2> 5.189%
TRUST REPRESENTED BY EACH UNIT 1/3,907th
ESTIMATED LONG TERM RETURN (based on
PUBLIC OFFERING PRICE Public Offering Price)>F2> 5.174%
Aggregate bid side evaluation
of Securities in the Trust $3,788,850.00 MONTHLY INTEREST DISTRIBUTIONS
Divided by 3,907 Units $ 969.76 Estimated net annual interest rate
per Unit times $1,000 $53.25
Plus sales charge of 5.500% of Divided by 12 $ 4.43
Public Offering Price (5.820%
of net amount invested in RECORD DATE: The ninth day of each month
Securities) 56.44
DISTRIBUTION DATE: The fifteenth
Public Offering Price per Unit 1,026.20 day of each month
Plus undistributed principal and MINIMUM PRINCIPAL DISTRIBUTION: No
net investment income and distribution need be made from the
accrued interest 18.01<F1> Principal Account if balance therein
is less than $1 per Unit outstanding
Adjusted Public Offering Price $ 1,044.21
TRUSTEE'S ANNUAL FEE AND EXPENSES
(including estimated expenses and
SPONSOR'S REPURCHASE PRICE AND Evaluator's fee) $1.85 per $1,000
REDEMPTION PRICE PER UNIT face amount of underlying Securities $ 1.85
(based on bid side evaluation
of underlying Securities, SPONSOR'S ANNUAL PORTFOLIO SUPERVISION
$56.44 less than Adjusted FEE: Maximum of $.25 per $1,000 face
Public Offering Price per Unit) $ 987.77 amount of underlying Securities .25
CALCULATION OF ESTIMATED NET Total Estimated Expenses per Unit $ 2.10
ANNUAL INTEREST RATE PER UNIT
(based on face amount of $1,000 EVALUATOR'S FEE FOR EACH EVALUATION: $.40
per Unit) per issue of Security
Annual interest rate per Unit 5.535% EVALUATION TIME: 4:00 P.M. New York Time
Less estimated annual expenses MANDATORY TERMINATION DATE: January 1, 2042
per Unit ($2.10) expressed
as a percentage .210% DISCRETIONARY LIQUIDATION AMOUNT: The
Trust may be terminated by the Sponsor
Estimated net annual interest rate if the value of the portfolio of the Trust
per Unit 5.325% at any time is less than $1,606,000.
<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 May 30, 1997, the
last trading date during the period.
<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>
SUMMARY OF ESSENTIAL INFORMATION
(Continued)
THE INSURED TRUST -- The Dean Witter Select Municipal
Trust, Insured California Portfolio Series 63 (the "Insured
Trust" or the "Trust") is a unit investment trust which was
created on June 21, 1993 (the "Date of Deposit"), under the
laws of the State of New York pursuant to an Indenture as de-
fined in Part B. The Trust is composed of "investment grade"
long-term interest-bearing municipal bonds (the "Securities").
(For a description of the meaning of "investment grade" securi-
ties, see: "Bond Ratings", in Part B.) The objectives of the
Insured Trust are: (1) the receipt of income which, under ex-
isting law, is excludable from gross income for Federal income
tax purposes (except in certain instances depending on the Unit
Holders) and is exempt from State of California 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 de-
pendent on the continuing ability of the respective Issuers of
the Securities or the bond insurers thereof to meet their obli-
gations 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 opin-
ion 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 is exempt from State of
California income taxes when owned by individual Unit Holders
resident in the State of California. (For a discussion of cer-
tain tax aspects of the Insured Trust, see: "Tax Status", in
Part B. For a discussion of certain state tax aspects of the
Insured Trust, see: "Special Considerations Regarding Califor-
nia 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 Se-
curities in the Insured Trust. The policies of Bond Insurance
are non-cancellable and cover default in the payment of princi-
A-4
<PAGE>
pal and interest on the Securities so insured so long as such
Securities remain outstanding, whether they are held in the In-
sured Trust or not. Bond Insurance on all Securities in the
Insured Trust relates only to the Securities in such Insured
Trust and not to the Units offered hereby. No representation
is made herein as to any bond insurer's ability to meet its ob-
ligations under a policy of Bond Insurance relating to a Secu-
rity in the Insured 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 & 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, premium, if any, and interest received by the In-
sured 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 Rein-
vestment Programs 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 Securi-
ties, divided by the number of Units outstanding, plus a sales
charge calculated by reference to "Sales Charge/Volume Dis-
count", 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 Re-
turn 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 fluc-
tuations in the bid side evaluation of the underlying Securi-
ties. Therefore, it can be expected that the Estimated Current
Return will fluctuate in the future. (See: "The Units -- Es-
timated 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
A-5
<PAGE>
Units -- Secondary Market". If such market is not maintained,
a Unit Holder will be able to dispose of its Units through re-
demption 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 Insured Trust should be made with an understanding of the
risks which an investment in fixed rate long term debt obliga-
tions may entail, including the risk that the value of the
Units will decline with increases in interest rates. The In-
sured Trust is considered to be concentrated in Electric and
Power Securities and Tax Allocation Securities (30.12% and
28.99%, respectively, of the aggregate market value of the
Portfolio). (See: "The Trust -- Special Considerations" and
"The Trust -- Summary Description of the Portfolios", in
Part B. See also: "Special Considerations Regarding Califor-
nia Securities", herein, for a discussion of additional risks
relating to Units of the Insured Trust.)
PUBLIC DISTRIBUTION -- Sales of Units may be made
pursuant to distribution arrangements with certain banks and/or
other entities subject to regulation by the Office of the Comp-
troller of the Currency which are acting as agents for their
customers. These banks and/or entities are making Units of the
Trusts available to their customers on an agency basis. A por-
tion of the sales charge paid by these customers is retained by
or remitted to such banks or entities in an amount equal to the
fee customarily received by an agent for acting in such capac-
ity in connection with the purchase of Units. The Glass-
Steagall Act prohibits banks from underwriting certain securi-
ties, including Units of the Trusts; however, this Act does not
permit certain agency transactions, and banking regulators have
not indicated that these particular agency transactions are im-
permissible under this Act. In Texas, as well as certain other
states, any bank making Units available must be registered as a
broker-dealer in that State.
SPECIAL CHARACTERISTICS OF THE INSURED TRUST -- The
Portfolio of the Insured Trust consists of nine issues of Secu-
rities, all of which were issued by Issuers located in the
State of California. 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 Insured Trust contains the fol-
lowing categories of Securities:
Percentage of Aggregate
Market Value of Trust Portfolio
(as of July 16,1997)
A-6
<PAGE>
Category of Security
Electric and Power.......... 30.12%
General Obligation.......... 24.25%
Sales Tax................... .73%
Tax Allocation.............. 28.99%
Water and Sewer............. 15.81%
Original Issue Discount..... 31.08%
See: "The Trust -- Summary Description of the Port-
folios", in Part B, for a summary of the investment risks asso-
ciated with the type of Securities contained in the Insured
Trust. See: "Tax Status", in Part B, for a discussion of cer-
tain tax considerations with regard to Original Issue Discount.
Of the Original Issue Discount bonds, approximately
2.55% of the aggregate principal amount of the Securities in
the Insured Trust (or .73% of the market value of all Securi-
ties in the Insured Trust on July 16, 1997) are zero coupon
bonds (including bonds known as multiplier bonds, money multi-
plier bonds, capital accumulator bonds, compound interest bonds
and discount maturity payment bonds).
The Securities in the Insured Trust are insured to
maturity by the insurance obtained by the Issuers or by third
parties from the following insurance companies: AMBAC: 13.17%;
FSA: 15.82%a; FGIC: 10.93%; and MBIA: 60.08%.b
On July 16, 1997, based on the bid side of the mar-
ket, the aggregate market value of the Securities in the Port-
folio was $3,903,238.00.
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, 2042; the latest maturity of a
a Percentage shown for FSA represents Securities originally
insured by CGIC. In December 1995, CGIC became a subsidi-
ary of FSA, and all policies issued by CGIC became FSA
covered by the intercompany pooling agreement among the
FSA group of insurance companies, as a result of which all
policies issued by CGIC are backed by the same claims-
paying resources as policies issued by FSA.
b Percentages computed on the basis of the aggregate bid
side evaluation of the Securities in the Insured Trust on
July 16, 1997.
A-7
<PAGE>
Security therein is September 2023; and the average life to ma-
turity (or date of pre-refunding of a bond) of the Portfolio of
Securities therein is 24.004 years. The actual maturity dates
of each of the Securities contained in the Insured Trust are
shown on the "Schedule of Portfolio Securities", 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 July 16, 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 Secu-
rities. (See: "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 Insured Trust for
the acquisition of Securities. While such events may be con-
sidered by the Sponsor in determining whether to direct the
Trustee to dispose of the Security (see: "Sponsor -- Responsi-
bility", in Part B), such events do not automatically 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 depend-
ing 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 cal-
culations, 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 un-
less: (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 ten-
der date will be deemed the date on which such Security ma-
tures.
(as % of bid (as % of Public
side evaluation) Offering Price)
A-8
<PAGE>
Time to Maturity
Less than six months......... 0% 0%
six months to one 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 be-
low.
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 conces-
sion 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 Of-
fering Price (3.093% of the bid side evaluation of the Securi-
ties) 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 dis-
count, 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 Information Systems, Inc." is re-
placed with "Kenny S&P Evaluation Services, a Division of J.J.
Kenny Co., Inc."; and "Trustee" in Part B is amended so that
A-9
<PAGE>
"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 lo-
cated 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, re-
spectively.
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 cor-
porate name or DWDC was changed to Morgan Stanley, Dean Witter,
Discover & Co. ("MCDWD").
On December 20, 1995, Capital Guaranty Corporation
merged with a subsidiary of Financial Security Assurance Hold-
ings Ltd. In connection with such merger, (i) CGIC, the prin-
cipal operating subsidiary of Capital Guaranty Corporation, be-
came a wholly-owned subsidiary of FSA, the principal operating
subsidiary of Financial Security Assurance Holdings Ltd., and
(ii) the corporate name of CGIC was changed to Financial Secu-
rity Assurance of Maryland Inc.
SPECIAL CONSIDERATIONS REGARDING CALIFORNIA SECURITIES
Risk Factors
Potential purchasers of the Units of a State Trust
should consider the fact that the Trust's Portfolio consists
primarily of Securities issued by the state for which such
State Trust is named or its municipalities or authorities and
realize the substantial risks associated with an investment in
such Securities. Each State Trust is subject to certain addi-
tional 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 state-
ments of issuers as well as other publicly available documents.
While the Sponsor has not independently verified this informa-
tion, it has no reason to believe that such information is not
correct in all material respects.
California Trust
Since the start of the 1990-91 fiscal year, Califor-
nia (the "State") has faced the worst economic, fiscal and
A-10
<PAGE>
budget conditions since the 1930s. Construction, manufacturing
(especially aerospace), exports and financial services, among
others, have all been severely affected. Job losses have been
the worst of any post-war recession and have been estimated to
exceed 800,000. While the most severe point of the recession
has been estimated to have occurred in late 1993, pre-recession
job levels are not expected to be reached for several more
years.
The recession has affected State tax revenues, which
mirror economic conditions. It has also caused increased ex-
penditures for health and welfare programs. The State has also
been facing a structural imbalance in its budget with the larg-
est 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 re-
quired to be credited to any other fund.) As a result, the
State has experienced recurring budget deficits.
Employment, income, and retail sales in the State
have shown modest increases over the past two years, indicating
some recovery from recessionary conditions. These increases
notwithstanding, pre-recession job levels are not expected to
be reached until 1997.
Together with the federal government, which is pro-
viding over $9.5 billion in aid, the State is committed to as-
sisting local governments, individuals and businesses suffering
damage caused by the Northridge earthquake, as well as to as-
sisting in the repair and replacement of State-owned facili-
ties.
On December 6, 1994, Orange County, California (the
"County"), together with its pooled investment funds (the
"Pools"), filed for protection under Chapter 9 of the federal
Bankruptcy Code.
On May 2, 1995, the Bankruptcy Court approved a set-
tlement agreement covering claims of the other participating
entities against the County and the Pools. Most participants
have received in cash 80% (90% for school districts) of their
Pools' investments with the balance to be paid in the future.
The State bears no existing obligation in connection
with any of the outstanding obligations or securities of the
County or any of the other participating entities. It may,
however, be necessary for the State to intervene if the County
lacks sufficient resources to maintain County administered
State programs. In this regard, the State cannot predict what,
if any, action may occur. The Legislature is considering the
A-11
<PAGE>
County's new financial plan and other proposals relating to the
County bankruptcy, including possible State oversight of County
finances. None of the proposals, however, presently involve
any direct State financial support of the County.
1995-96 Budget
The State began the 1995-96 fiscal year with
strengthening revenues based on an improving economy and the
smallest nominal "budget gap" to be closed in many years
The 1995-96 Budget Act, signed by the Governor, on
August 3, 1995, projects General Fund revenues and transfers of
$44.1 billion. about $2.2 billion higher than projected reve-
nues in 1994-95. The Budget Act projects Special Fund revenues
of $12.7 billion, an increase from $12.1 billion projected in
1994-95.
The 1995-96 Budget Act projects General Fund expendi-
tures and transfers of $43.4 billion, an increase of $168 mil-
lion over 1994-95. The Budget Act also projects Special Fund
expenditures of $13.4 billion, a decrease of $700 million from
1994-95 projected expenditures. The principal features of the
Budget Act were the following:
1. Proposition 98 funding for schools and community
colleges will increase by about $1 billion (General Fund) and
$1.2 billion total above revised 1994-95 levels. Because of
higher than projected revenues in 1994-95, an additional $543
million is appropriated to the 1994-95 Proposition 98 entitle-
ment. A significant component of this amount is a block grant
of about $54 per pupil for any one-time purpose. Per-pupil ex-
penditures are projected to increase by another $126 in 1995-96
to $4,435. A full 2.7% cost of living allowance is funded for
the first time in several years. The budget compromise antici-
pates a settlement of the CTA v. Gould litigation.
2. Cuts in health and welfare costs totaling about
$900 million, some of which would require federal legislative
approval.
3. A 3.5% increase in funding for the University of
California ($90 million General Fund) and the California State
University system ($24 million General Fund).
4. The Budget assumes receipt of $473 million in
new federal aid for costs of illegal immigrants, in excess of
federal government commitments. This amount is considerably
less than the summer 1994 two-year budget proposal estimate,
and is somewhat lower than the estimate in the January 1995
Governor's Budget.
A-12
<PAGE>
5. General Fund support for the Department of Cor-
rections is increased by about 8 percent over 1994-95, reflect-
ing estimates of increased prison population. This amount is
less than was proposed in the Governor's Budget.
THE FOREGOING DISCUSSION OF THE 1995-96 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 Appropriations Limit
The State is subject to an annual appropriations
limit imposed by Article XIIIB of the State Constitution (the
"Appropriations Limit"), and is prohibited from spending
"appropriations subject to limitation" in excess of the Appro-
priations Limit. Article XIIIB, originally adopted in 1979.
was modified substantially by Propositions 98 and 111 in 1988
and 1990, respectively. "Appropriations subject to limitation"
are authorizations to spend "proceeds of taxes," which consist
of tax revenues and certain other funds, including proceeds
from regulatory licenses, user charges or other fees to the ex-
tent that such proceeds exceed the reasonable cost of providing
the regulation, product or service. The Appropriations Limit
is based on the limit for the prior year, adjusted annually for
certain changes, and is tested over consecutive two-year peri-
ods. Any excess of the aggregate proceeds of taxes received
over such two-year period above the combined Appropriation Lim-
its for those two years is divided equally between transfers to
K-14 districts and refunds to taxpayers.
Exempted from the Appropriations Limit are debt serv-
ice costs of certain bonds, court or federally mandated costs,
and, pursuant to Proposition 111, qualified capital outlay pro-
jects and appropriations or revenues derived from any increase
in gasoline taxes and motor vehicle weight fees above January
1,. 1990 levels. Some recent initiatives were structured to
create new tax revenues dedicated to specific uses and ex-
pressly exempted from the Article XIIIB limits. The Appropria-
tions Limit may also be exceeded in cases of emergency arising
from civil disturbance or natural disaster declared by the Gov-
ernor and approved by two-thirds of the Legislature. If not so
declared and approved, the Appropriations Limit for the next
three years must be reduced by the amount of the excess.
A-13
<PAGE>
Because of the complexities of Article XIIIB, the am-
biguities and possible inconsistencies in its terms, the appli-
cability of its exceptions and exemptions and the impossibility
of predicting future appropriations, the Sponsor cannot predict
the impact of this or related legislation on the bonds in the
California Trust Portfolio. Other Constitutional amendments
affecting state and local taxes and appropriations have been
proposed from time to time. If any such initiatives are
adopted, the State could be pressured to provide additional fi-
nancial assistance to local governments or appropriate revenues
as mandated by such initiatives. Propositions such as Proposi-
tion 98 and others that may be adopted in the future, may place
increasing pressure on the State's budget over future years,
potentially reducing resources available for other State pro-
grams, especially to the extent that the Article XIIIB spending
limit would restrain the State's ability to fund such other
programs by raising taxes.
State Indebtedness
As of August 1, 1995, the State had over $18.93 bil-
lion aggregate amount of its general obligation bonds outstand-
ing. General obligation bond authorizations in an aggregate
amount of approximately $2.81 billion remained unissued as of
August 1, 1995. The State also builds and acquires capital fa-
cilities through the use of lease purchase borrowing. As of
August 1, 1995, the State had approximately $5.56 billion of
outstanding Lease-Purchase Debt.
In addition to the general obligation bonds, State
agencies and authorities had approximately $18.98 billion ag-
gregate principal amount of revenue bonds and notes outstanding
as of June 30, 1995. Revenue bonds represent both obligations
payable from State revenue-producing enterprises and projects,
which are not payable from the General Fund, and conduit obli-
gations payable only from revenues paid by private users of fa-
cilities financed by such revenue bonds. Such enterprises and
projects include transportation projects, various public works
and exposition projects, educational facilities (including the
California State University and University of California sys-
tems), housing, health facilities and pollution control facili-
ties.
Litigation
The State is a party to numerous legal proceedings,
many of which normally occur in governmental operations. In
addition, the State is involved in certain other legal proceed-
ings that, if decided against the State, might require the
State to make significant future expenditures or impair future
revenue sources.
A-14
<PAGE>
Ratings
On July 15, 1994, Standard & Poor's Corporation
("Standard & Poor's"), Moody's Investors Service, Inc.
("Moody's"), and Fitch Investors Service, Inc. ("Fitch") all
downgraded their ratings of California's general obligation
bonds. These bonds are usually sold in 20- to 30-year incre-
ments and used to finance the construction of schools, prisons,
water systems and other projects. The ratings were reduced by
Standard & Poor's from "A+" to "A," by Moody's from "Aa" to
"Al," and by Fitch from "AA" to "A." Since 1991, when it had a
"AAA" rating, the State's rating has been downgraded three
times by all three ratings agencies. All three agencies cite
the 1994-95 Budget Act's dependence on a "questionable" federal
bailout to pay for the cost of illegal immigrants, the Proposi-
tion 98 guaranty of a minimum portion of State revenues for
kindergarten through community college, and the persistent
deficit requiring more borrowing as reasons for the reduced
rating. Another concern was the State's reliance on a standby
mechanism which could trigger across-the-board reductions in
all State programs, and which could disrupt State operations,
particularly in fiscal year 1995-96. However, a Standard &
Poor's spokesman stated that, although the lowered ratings
means California is a riskier borrower, Standard & Poor's an-
ticipates that the State will pay off its debts and not de-
fault. There can be no assurance that such ratings will con-
tinue for any given period of time or that they will not in the
future be further revised.
Fitch upgraded its rating of California general obli-
gation bonds from "A" to "A+" on February 26, 1996. No rating
change was made, however, by either Moody's or Standard &
Poor's as of that date.
As a result of Orange County's Chapter 9 bankruptcy
filing on December 6, 1994, Moody's suspended the County's bond
ratings until January 6, 1995, when it reinstated them at a
rating of "Caa." On December 6, 1994, Standard & Poor's cut its
rating of all Orange County debt from "AA-" to "CCC," a level
below investment grade and an indication of high risk and un-
certainty, and on December 8. 1994, Standard & Poor's further
reduced its rating to "D" indicating default status. Fitch
does not rate Orange County bonds. It is anticipated that as
Orange County's credit and bond ratings fall, it will have dif-
ficulty in getting loans or selling its bonds to raise money.
Additionally, the County's bankruptcy filing could affect about
180 municipalities, school districts, and other municipal enti-
ties which entrusted billions of dollars to Orange County to
invest. Standard & Poor's has informed such entities that they
have been placed on negative credit watch, the usual step prior
to a downgrade of credit rating.
A-15
<PAGE>
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 Prelimi-
nary Official Statements and Official 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.
Although the Sponsor has not independently verified this infor-
mation, it has no reason to believe that such information is
not correct in all material respects.
A-16
<PAGE>
SUPPLEMENT TO PART B - TAX STATUS
California Trust
On the Date of Deposit, special California counsel
for the Sponsor rendered an opinion under the then existing
California state income tax law which read as follows:
The Insured Trust is not an association taxable as a
corporation under the income tax laws of the State of Califor-
nia;
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 subject to the California fran-
chise tax is required to include that interest income in its
gross income for purposes of determining its franchise tax li-
ability;
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, exchange, 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 proportion 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
premium will apply separately to the per Unit tax cost of each
bond issue. Therefore, under some circumstances, a holder of a
Unit may realize 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 un-
der 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
A-17
<PAGE>
Amounts paid in lieu of interest on defaulted bonds
held by the Trustee under policies of insurance issued with re-
spect to such bonds will be excludable from gross income for
California income tax purposes 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. Kopesky & Welke, LLP, spe-
cial California counsel to the Sponsor, no change in law has
occurred since the Date of Deposit which would require a change
in the above opinion. A-18
<PAGE>
<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA PORTFOLIO SERIES 63
We have audited the statement of financial condition and schedule of
portfolio securities of the Dean Witter Select Municipal Trust Insured
California Portfolio Series 63 as of May 31, 1997, and the related
statements of operations and changes in net assets for each of the three
years in the period then ended. These financial statements are the
responsibility of the Trustee (see Footnote (a)(1)). Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
Our procedures included confirmation of the securities owned as of May 31,
1997 as shown in the statement of financial condition and schedule of
portfolio securities by correspondence with The Chase Manhattan Bank, the
Trustee. An audit also includes assessing the accounting principles used
and the significant estimates made by the Trustee, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Dean Witter Select
Municipal Trust Insured California Portfolio Series 63 as of May 31, 1997,
and the results of its operations and the changes in its net assets for each
of the three years in the period then ended in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE LLP
July 7, 1997
New York, New York
F-1
</AUDIT-REPORT>
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA PORTFOLIO SERIES 63
May 31, 1997
TRUST PROPERTY
Investments in municipal bonds at market value
(amortized cost $3,807,483) (Note (a) and
Schedule of Portfolio Securities Notes (4) and (5)) $3,788,850
Accrued interest receivable 59,548
Cash 20,934
Total 3,869,332
LIABILITIES AND NET ASSETS
Less Liabilities:
Accrued Trustee's fees 9,877
Accrued Sponsor's fees 1,973
Total liabilities 11,850
Net Assets:
Balance applicable to 3,907 Units of fractional
undivided interest outstanding (Note (c)):
Capital, less net unrealized market
depreciation of $18,633 $3,788,850
Undistributed principal and net investment
income (Note (b)) 68,632
Net assets $3,857,482
Net asset value per Unit ($3,857,482 divided by 3,907 Units) $ 987.33
See notes to financial statements
F-2
<PAGE>
STATEMENTS OF OPERATIONS
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA PORTFOLIO SERIES 63
For the years ended May 31,
1997 1996 1995
Investment income - interest $222,977 $223,593 $223,555
Less Expenses:
Trustee fees and expenses 7,404 7,427 7,428
Sponsor fees 1,001 1,004 1,004
Total expenses 8,405 8,431 8,432
Investment income - net 214,572 215,162 215,123
Net gain (loss) on investments:
Realized loss on Securities sold or
redeemed (3,456) - -
Net unrealized market appreciation
(depreciation) 126,143 (110,289) 235,001
Net gain (loss) on investments 122,687 (110,289) 235,001
Net increase in net assets resulting from
operations $337,259 $104,873 $450,124
See notes to financial statements
F-3
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA PORTFOLIO SERIES 63
For the years ended May 31,
1997 1996 1995
Operations:
Investment income - net $ 214,572 $ 215,162 $ 215,123
Realized loss on Securities sold or
redeemed (3,456) - -
Net unrealized market appreciation
(depreciation) 126,143 (110,289) 235,001
Net increase in net assets
resulting from operations 337,259 104,873 450,124
Less Distributions to Unit Holders:
Investment income - net (213,254) (213,594) (213,437)
Total distributions (213,254) (213,594) (213,437)
Less Capital Share Transactions:
Redemption of 105 Units and 3 Units,
respectively (98,811) (2,754) -
Accrued interest on redemption (1,829) (60) -
Total capital share trans-
actions (100,640) (2,814) -
Net increase (decrease) in net assets 23,365 (111,535) 236,687
Net assets:
Beginning of year 3,834,117 3,945,652 3,708,965
End of year (including undistributed
principal and net investment income
of $68,632, and $69,985, and net
investment income of $72,569,
respectively) $3,857,482 $3,834,117 $3,945,652
See notes to financial statements
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA PORTFOLIO SERIES 63
May 31, 1997
(a) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Trust is registered under the Investment Company Act of 1940 as a
Unit Investment Trust. The following is a summary of the significant
accounting policies of the Trust:
(1) Basis of Presentation
The Trustee has custody of and responsibility for all accounting and
financial books, records, financial statements and related data of
the Trust and is responsible for establishing and maintaining a
system of internal controls directly related to, and designed to
provide reasonable assurance as to the integrity and reliability
of, financial reporting of the Trust. The Trustee is also
responsible for all estimates and accruals reflected in the Trust's
financial statements. The Evaluator determines the price for each
underlying Security included in the Trust's 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 each 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
(June 21, 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-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA PORTFOLIO SERIES 63
May 31, 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 (June 21, 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 May 31, 1997 follows:
Original cost to investors $4,106,233
Less: Gross underwriting commissions (sales charge) (201,192)
Net cost to investors 3,905,041
Cost of securities sold or redeemed (102,880)
Net unrealized market depreciation (18,633)
Accumulated interest accretion 5,322
Net amount applicable to investors $3,788,850
(d) OTHER INFORMATION
Selected data for a Unit of the Trust during each year:
For the years ended May 31,
1997 1996 1995
Net investment income distributions
during year $ 53.27 $ 53.23 $ 53.16
Net asset value at end of year $987.33 $955.66 $982.73
Trust Units outstanding at end of
year 3,907 4,012 4,015
F-6
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA PORTFOLIO SERIES 63
May 31, 1997
Port- Optional
foli 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. Alhambra Redevelopment
Agency Industrial Redevel-
opment Project, as amended,
Tax Allocation Refunding
Bonds, Series 1993 (AMBAC
Insured) <F8> AAA $ 500,000 5.850% 05/01/23 05/01/15@100 05/01/02@102 $ 501,945
2. Anaheim Public Financing
Authority Revenue Bonds,
Series 1993 (City of Anaheim
Electric Utility Projects)
(MBIA Insured) <F11> AAA 600,000 5.625 10/01/22 10/01/17@100 04/01/03@102 587,658
3. California State General
Obligation Bonds (MBIA
Insured) <F11> AAA 500,000 6.000 10/01/21 10/01/20@100 10/01/02@102 511,250
4. Live Oak School District
General Obligation Bonds,
Election of 1992, Series B
(FGIC Insured) <F9> AAA 115,000 5.700 08/01/15 NONE 08/01/03@102 116,216
5. Live Oak School District
General Obligation Bonds,
Election of 1992, Series B
(FGIC Insured) <F9> AAA 300,000 5.700 08/01/17 NONE 08/01/03@102 301,140
6. Los Angeles Wastewater
System Revenue Bonds,
Refunding Series 1993-A
(MBIA Insured) <F11> AAA 600,000 5.800 06/01/21 NONE 06/01/03@102 600,756
7. Madera Redevelopment
Agency, 1993 Tax Allocation
Refunding and Redevelopment
Project Bonds (FSA Insured)
<F10> AAA 600,000 5.800 09/01/23 09/01/12@100 09/01/03@102 601,104
8. San Mateo County Transit
District Limited Tax Bonds,
1993 Series A (MBIA Insured)
<F11> AAA 100,000 0.000 06/01/20 NONE NONE 26,723
9. Southern California Public
Power Authority, San Juan
Power Project Revenue Bonds,
1993 Series A (San Juan
Unit 3) (MBIA Insured) <F11> AAA 600,000 5.000 01/01/20 01/01/15@100 01/01/03@100 542,058
$3,915,000 $3,788,850
See notes to schedule of portfolio securities
</TABLE>
F-7
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA PORTFOLIO SERIES 63
May 31, 1997
<F3> 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.
<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 price on
such date.
<F6) The market value of the Securities as of May 31, 1997 was determined
by the Evaluator on the basis of bid side evaluations for the
Securities on the last trading date during the period (May 30,
1997).
<F7> At May 31, 1997, the net unrealized market depreciation of all
Securities was comprised of the following:
Gross unrealized market appreciation $ 2,622
Gross unrealized market depreciation (21,255)
Net unrealized market depreciation $(18,633)
The amortized cost of the Securities for Federal income tax purposes
was $3,807,483 at May 31, 1997.
<F8> Insured by American Municipal Bond Assurance Corporation ("AMBAC").
<F9> Insured by Financial Guaranty Insurance Company ("FGIC").
<F10> Insured by Financial Security Assurance ("FSA").
<F11> Insured by Municipal Bond Insurance Association ("MBIA").
F-8
<PAGE>
(MODULE)
(NAME) DWSMTPARTB941
(CIK) 0000840581
(CCC) uit*59fl
(/MODULE)
<PAGE>
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, Independent Auditors and
Standard & Poor's Rating Services; all other consents
were previously filed.
The following exhibits:
23. 1a. Consent 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 Rating Serv-
ices, a division of The McGraw-Hill Compa-
nies, Inc.
27. Financial Data Schedule.
<PAGE>
CONSENT OF COUNSEL
The consents of counsel to the use of their names in
the Prospectus included in this Registration Statement are con-
tained in their opinions filed as Exhibits EX-5 and EX-8 to
this Registration Statement
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant, Dean Witter Select Municipal Trust, In-
sured California Portfolio Series 63, 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 its behalf by the
undersigned, thereunto duly authorized, all in The City of New
York and State of New York on the 31st day of July, 1997.
DEAN WITTER SELECT MUNICIPAL TRUST,
INSURED CALIFORNIA PORTFOLIO
SERIES 63
(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 major-
ity of the Depositor's Board of Directors in The City of New
York and State of New York on this 31st day of July, 1997.
DEAN WITTER REYNOLDS INC.
Name Office
Philip J. Purcell Chairman and Chief )
Executive Officer )
and Director* )
By:
Thomas Hines
Thomas Hines
Attorney-in-fact*
_______________
* Executed copies of the Powers of Attorney filed by a ma-
jority of the Board of Directors of Dean Witter Reynolds
Inc. have been previously filed
<PAGE>
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 Power of Attorney 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 Trust, Select 10
Industrial Portfolio 97-1 File No. 333-16839.
** Executed copies of Powers of Attorney 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 Trust, Select 10 Industrial
Portfolio 96-4, File No. 333-10499.
*** Executed copies of Power of Attorney have been filed with
the Securities and Exchange Commission in connection with
the Registration Statement on Form S-6 for Dean Witter Se-
lect Equity Trust, Select 10 International Series 95-1,
File No. 33-56389.
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. TITLE OF DOCUMENT
23. 1a. Consent 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 Ratings Serv-
ices, a division of The McGraw-Hill Compa-
nies, Inc.
27. Financial Data Schedule.
<PAGE>
Exhibit 23.1a.
Letterhead of KENNY S&P EVALUATION SERVICES
A Division of J.J. Kenny Co., Inc.
July 31, 1997
Dean Witter Reynolds Inc.
Two World Trade Center
New York, NY 10048
Re: Dean Witter Select Municipal Trust,
Insured California Portfolio Series 63
Gentlemen:
We have examined the post-effective Amendment to the
Registration Statement File No. 33-49211 for the above-
captioned trust. We hereby acknowledge that Kenny S&P Evalua-
tion 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 Evalua-
tion Services, a division of J.J. Kenny Co., Inc. as evaluator.
In addition, we hereby confirm that the ratings indi-
cated in the above-referenced Amendment to the Registration
Statement for the respective bonds comprising the trust portfo-
lio are the ratings currently indicated in our KENNYBASE data-
base.
You are hereby authorized to file a copy of this let-
ter 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 July 7, 1997, accompanying the
financial statements of the Dean Witter Select Municipal Trust Insured
California Portfolio Series 63 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
July 31, 1997
New York, New York
<PAGE>
Exhibit 23.1d.
Letterhead of Standard & Poor's
A Division of The McGraw-Hill Companies
July 31, 1997
Dean Witter Reynolds, Inc.
Two World Trade Center
New York, New York 10048
Re: Dean Witter Select Municipal Trust,
Insured California Portfolio Series 63
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 33-49211.
Since the portfolio is composed solely of securities
covered by bond insurance policies that insure against default
in the payment of principal 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 as-
signed "AAA" claims paying ability ratings by Standard &
Poor's, we reaffirm the assignment of a "AAA' rating to the
units and a "AAA' rating to the securities in the trust.
You have permission to use the name of Standard &
Poor's Ratings Services, a division of The McGraw-Hill Compa-
nies, Inc. and the above-assigned rating in connection with
your dissemination of information relating to these units, pro-
vided 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 unit 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 pay-
ment 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 pub-
lic of the ratings. Standard & Poor's relies on the sponsor
and its counsel, accountants, and other experts for the accu-
racy and completeness of the information submitted in connec-
tion with the ratings. Standard & Poor's does not independ-
ently verify the truth or accuracy of any such information.
<PAGE>
-2-
This letter evidences our consent to the use of the
name of Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. in connection with the rating as-
signed to the units in the amendment referred to above. How-
ever, this letter should not be construed as a consent 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 pro-
spectus 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
<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 63 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
<RESTATED>
<SERIES>
<NAME> DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES
<NUMBER> 63
<MULTIPLIER> 1
<FISCAL-YEAR-END> May-31-1997
<PERIOD-START> Jun-1-1996
<PERIOD-END> May-31-1997
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 3,807,483
<INVESTMENTS-AT-VALUE> 3,788,850
<RECEIVABLES> 59,548
<ASSETS-OTHER> 20,934
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,869,332
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 11,850
<TOTAL-LIABILITIES> 11,850
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,805,343
<SHARES-COMMON-STOCK> 3,907
<SHARES-COMMON-PRIOR> 4,012
<ACCUMULATED-NII-CURRENT> 70,772
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (18,633)
<NET-ASSETS> 3,857,482
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 221,521
<OTHER-INCOME> 1,456
<EXPENSES-NET> 8,405
<NET-INVESTMENT-INCOME> 214,572
<REALIZED-GAINS-CURRENT> (3,456)
<APPREC-INCREASE-CURRENT> 126,143
<NET-CHANGE-FROM-OPS> 337,259
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 213,254
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 105
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 23,366
<ACCUMULATED-NII-PRIOR> 72,739
<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>
