<PAGE>
As filed with the Securities and Exchange Commission on August 20, 1997
Registration No. 33-66104*
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
POST-EFFECTIVE AMENDMENTS NO. 3 TO
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
___________________
A. Exact Name of Trust:
NATIONAL MUNICIPAL TRUST,
Series 168
Multistate Series 63
B. Name of depositor:
PRUDENTIAL SECURITIES INCORPORATED
C. Complete address of depositor's principal executive office:
One Seaport Plaza
199 Water Street
New York, New York 10292
D. Name and complete address of agent for service:
Copy to:
LEE B. SPENCER, JR., ESQ. KENNETH W. ORCE, ESQ.
PRUDENTIAL SECURITIES INCORPORATED CAHILL GORDON & REINDEL
One Seaport Plaza 80 Pine Street
199 Water Street New York, New York 10005
New York, New York 10292
It is proposed that this filing will become effective (check appropriate
box.)
___
/ / immediately upon filing on (date) pursuant to
paragraph (b);
___
/X / on August 31, 1997 pursuant to paragraph (b);
___
/__/ 60 days after filing pursuant to paragraph (a);
___
/__/ on (date) pursuant to paragraph (a) of rule 485.
_______________
* This Registration Statement combines two Registration Statements
(File Nos. 33-52461 and 33-66104) pursuant to Rule 429.
<PAGE>
CUSIPS: 63701J496R;63701J512R;63701J504R MAIL CODE A
Prospectus--PART A
NOTE: PART A of this Prospectus may not be distributed unless accompanied by
Part B.
- --------------------------------------------------------------------------------
NATIONAL MUNICIPAL TRUST
NMT Series 168
Multistate Series 63
- --------------------------------------------------------------------------------
The initial public offering of Units in each Trust has been completed. The Units
offered hereby are issued and outstanding Units which have been acquired by the
Sponsor either by purchase from the Trustee of Units tendered for redemption or
in the secondary market.
The objectives of each Trust are the providing of interest income which, in the
opinion of counsel is, under existing law, excludable from gross income for
Federal income tax purposes (except in certain instances depending on the Unit
Holder), through investment in a fixed portfolio consisting primarily of
long-term state, municipal and public authority debt obligations, and the
conservation of capital. In addition, in the opinion of bond counsel to the
issuers of the obligations, the interest income on the obligations held by the
underlying unit investment trusts composing Multistate Series 63 designated as
the California Trust (Insured) and the New York Trust (Insured) (the 'California
Trust (Insured)' and the 'New York Trust (Insured),' collectively the 'State
Trusts,' or singularly, the 'State Trust') (the 'Trusts' or the 'Trust' or in
the case of the California Trust (Insured) and the New York Trust (Insured) the
'Insured Trusts' or the 'Insured Trust' as the context requires), is exempt from
state and any local income taxes to individual Unit Holders resident in the
State for which the State Trust is named. There is, of course, no guarantee that
the Trusts' objectives will be achieved. The value of the Units of each Trust
will fluctuate with the value of the portfolio of underlying Securities. Each
municipal bond in an Insured Trust is covered by an irrevocable insurance policy
as a result of which the Units of each Insured Trust were rated 'AAA' by
Standard & Poor's Corporation as of the Date of Deposit. Insurance guaranteeing
the scheduled payment of principal of and interest on the securities in the
California Trust (Insured) and the New York Trust (Insured) to the maturity of
such Securities has been obtained at the cost of the issuer at the time of
issuance. No representation is made as to the insurers' ability to meet their
commitments. The Securities in Series 168 are not insured. The Securities in the
Trusts are not insured by The Prudential Insurance Company of America. The
Prospectus indicates the extent to which interest income of each Trust is
subject to alternative minimum tax under the Internal Revenue Code of 1986, as
amended. See 'Schedule of Portfolio Securities' and 'Portfolio Summary.'
Minimum Purchase: 1 Unit
PUBLIC OFFERING PRICE of the Units of each Trust is equal to the aggregate bid
side evaluation of the underlying Securities in each Trust's Portfolio divided
by the number of Units outstanding in such Trust, plus a sales charge as set
forth in the table herein. (See Part B--'Public Offering of Units--Volume
Discount.') Units are offered at the Public Offering Price plus accrued
interest. (See Part B--'Public Offering of Units.')
- --------------------------------------------------------------------------------
Sponsor:
Prudential Securities (LOGO)
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
Please read and retain Prospectus dated
this Prospectus for future reference August 31, 1997
<PAGE>
NATIONAL MUNICIPAL TRUST
Series 168
Multistate Series 63
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
<S> <C> <C>
Summary................................................................................. Part A A-i
Summary of Essential Information........................................................ A-v
Independent Auditors' Report............................................................ A-1
Statement of Financial Condition........................................................ A-2
Schedule of Portfolio Securities........................................................ A-7
The Trust............................................................................... Part B 1
Portfolio Summary.................................................................. 2
Insurance on the Securities in the Portfolio of an Insured Trust--General.......... 9
Insurance on the Securities in the Portfolio of an Insured Trust--Insurers......... 9
Objectives and Securities Selection................................................ 14
Estimated Annual Income Per Unit................................................... 14
Tax Status.............................................................................. 15
Public Offering of Units................................................................ 18
Public Offering Price.............................................................. 18
Public Distribution................................................................ 19
Secondary Market................................................................... 20
Sponsor's and Underwriters' Profits................................................ 20
Secondary Market Sales Charge...................................................... 20
Volume Discount.................................................................... 21
Employee Discount.................................................................. 21
Exchange Option......................................................................... 21
Tax Consequences................................................................... 23
Reinvestment Program.................................................................... 23
Expenses and Charges.................................................................... 23
Expenses........................................................................... 23
Fees............................................................................... 23
Other Charges...................................................................... 25
Rights of Unit Holders.................................................................. 25
Certificates....................................................................... 25
Distribution of Interest and Principal............................................. 25
Reports and Records................................................................ 27
Redemption......................................................................... 27
Sponsor................................................................................. 28
Limitations on Liability........................................................... 29
Responsibility..................................................................... 30
Resignation........................................................................ 30
Trustee................................................................................. 30
Limitations on Liability........................................................... 31
Responsibility..................................................................... 31
Resignation........................................................................ 31
Evaluator............................................................................... 31
Limitations on Liability........................................................... 31
Responsibility..................................................................... 31
Resignation........................................................................ 31
Amendment and Termination of the Indenture.............................................. 32
Amendment.......................................................................... 32
Termination........................................................................ 32
Legal Opinions.......................................................................... 32
Auditors................................................................................ 32
Bond Ratings............................................................................ 32
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
This Prospectus does not contain all of the information with respect to the
investment company set forth in its registration statement and exhibits relating
thereto which have been filed with the Securities and Exchange Commission,
Washington, D.C. under the Securities Act of 1933 and the Investment Company Act
of 1940, and to which reference is hereby made.
- --------------------------------------------------------------------------------
No person is authorized to give any information or to make any representations
with respect to this investment company not contained herein; and any
information or representations not contained herein must not be relied upon as
having been authorized. This Prospectus does not constitute an offer to sell, or
a solicitation of an offer to buy, securities in any state to any person to whom
it is not lawful to make such offer in such state.
- --------------------------------------------------------------------------------
SUMMARY
National Municipal Trust, Series 168 ('National Trust (Uninsured)') and
Multistate Series 63 which consists of two separate underlying unit investment
trusts designated as the California Trust (Insured) and the New York Trust
(Insured) (the 'California Trust (Insured)' and the 'New York Trust (Insured),'
collectively, the 'State Trusts,' or singularly, the 'State Trust') (the
'Trusts' or the 'Trust' or in the case of the California Trust (Insured) and the
New York Trust (Insured) the 'Insured Trusts' or the 'Insured Trust' as the
context requires) are composed of interest-bearing municipal bonds (the
'Securities'). The Securities in the State Trusts are issued primarily by or on
behalf of the State for which the State Trust is named and counties,
municipalities, authorities and political subdivisions thereof. The interest on
these bonds, in the opinion of bond counsel to the issuing governmental
authorities is, under existing law, excludable from gross income for Federal
income tax purposes (except in certain instances depending on the Unit Holder)
and, as respects the underlying State Trusts, exempt from State and any local
income taxes to individual Unit Holders resident in the State for which the
State Trust is named.
INSURANCE guaranteeing the scheduled payments of principal of and interest
on the Securities in the portfolios of the Insured Trusts has been obtained by
the issuer at the cost of the issuer at the time of issuance of the Securities
from AMBAC Indemnity Corporation ('AMBAC'), Capital Guaranty Insurance Company
('Cap. Gty.'), Financial Security Assurance ('FSA'), Municipal Bond Insurance
Association ('MBIA'), Municipal Bond Investors Assurance Corporation ('MBIAC'),
and/or Financial Guaranty Insurance Company ('Financial Guaranty' or 'FGIC')
(singularly, each an 'Insurance Company' and, collectively, the 'Insurance
Companies'). (See Part B--'The Trust--Insurance on the Securities in the
Portfolio of an Insured Trust.') As a result of the insurance, the Securities
and the Units of each Insured Trust have received a rating of 'AAA' by Standard
& Poor's Corporation. There can be no assurance that Units of the Insured Trusts
will retain this 'AAA' rating. There is, of course, no guarantee that the
objectives of the Insured Trusts will be achieved since an issuer may be unable
to meet its principal and interest payment obligations and, in such event, the
Insurance Company involved may be unable to satisfy its insurance obligation.
Insurance is not a substitute for the basic credit of an issuer, but supplements
the issuer's existing credit and provides additional security therefor. NO
REPRESENTATION IS MADE AS TO THE ABILITY OF THE INSURANCE COMPANIES TO MEET
THEIR COMMITMENTS.
MONTHLY DISTRIBUTIONS of principal, premium, if any, and interest received
by each Trust will be made on or shortly after the twenty-fifth day of each
month to Unit Holders of record as of the immediately preceding Record Date.
(See Part B--'Rights of Unit Holders--Distribution of Interest and Principal.')
Alternatively, Unit Holders may elect to have their distributions reinvested in
the Reinvestment Program of the Sponsor, as, if and when such program is
available to Unit Holders. (See Part B--'Reinvestment Program.')
THE SPONSOR, although not obligated to do so, presently intends to maintain
a secondary market for the Units in each Trust based on the aggregate bid side
evaluation of the underlying Securities, as more fully described under Part
B--'Public Offering of Units--Secondary Market--Public Offering Price.' If such
a market is not maintained, a Unit Holder may be able to dispose of his Units
only through redemption at prices based on the aggregate bid side evaluation of
the underlying Securities. (See Part B--'Rights of Unit
Holders--Redemption--Computation of Redemption Price per Unit.')
SPECIAL CONSIDERATIONS. An investment in Units of each Trust should be made
with an understanding of the risks which an investment in fixed rate long-term
debt obligations may entail, including the risk that the value of the Units will
decline with increases in interest rates. Insurance obtained by the Security
issuer does not guarantee the market value
A-i
<PAGE>
of the Securities or the value of the Units. Any such insurance obtained by the
issuer may be considered to represent an element of market value in regard to
the Securities thus insured. The insurance on the Securities in the Insured
Trusts does not protect Unit Holders from the risk that the value of the units
may decline. (See Part B--'The Trust--Portfolio Summary.') The ratings of the
Securities set forth in Part A--'Schedule of Portfolio Securities' may have
declined due to, among other factors (including a decline in the
creditworthiness of an insurer in the case of an insured trust which may also
result in a decline in the 'AAA' rating of the Units of an insured trust), a
decline in creditworthiness of the issuer of said Securities.
Note: The second paragraph in Part B 'Sponsor' is amended to delete such
paragraph and replace it with the following:
Prudential Securities is distributor for series of Prudential Government
Securities Trust, The BlackRock Government Income Trust, Command Government
Fund, Command Money Fund, Command Tax-Free Fund, Global Utility Fund, Inc.,
Nicholas-Applegate Fund, Inc., Prudential Allocation Fund, Prudential California
Municipal Fund, Prudential Distressed Securities Fund, Inc., Prudential
Diversified Bond Fund, Inc., Prudential Dryden Fund, Prudential Emerging Growth
Fund, Inc., Prudential Equity Fund, Inc., Prudential Equity Income Fund,
Prudential Europe Growth Fund, Inc., Prudential Global Genesis Fund, Inc., The
Global Government Plus Fund, Inc., Prudential Global Limited Maturity Fund,
Inc., Prudential Global Natural Resources Fund, Inc., The Global Total Return
Fund, Inc., Prudential Government Income Fund, Prudential High Yield Fund, Inc.,
Prudential Institutional Liquidity Portfolio, Inc., Prudential Intermediate
Global Income Fund, Inc., Prudential Jennison Series Fund, Inc., Prudential
MoneyMart Assets, Inc., Prudential Mortgage Income Fund, Inc., Prudential
Multi-Sector Fund, Inc., Prudential Municipal Bond Fund, Prudential Municipal
Series Fund, Prudential National Municipals Fund, Inc., Prudential Pacific
Growth Fund, Inc., Prudential Small Companies Fund, Inc., Prudential Special
Money Market Fund, Inc., Prudential Structured Maturity Fund, Inc., Prudential
Tax-Free Money Fund, Inc., Prudential Utility Fund, Inc. and Prudential World
Fund, Inc.
Note: In Part B 'Trustee' the location of the unit investment trust office
of The Chase Manhattan Bank is amended to read 4 New York Plaza, New York, New
York 10004.
Portfolio Summary
National Trust (Uninsured)
The Portfolio contains 11 issues of Securities of issuers located in 9
states. All of the issues are payable from the income of specific projects or
authorities and are not supported by the issuer's power to levy taxes. Although
income to pay such Securities may be derived from more than one source, the
primary sources of such income and the percentage of issues deriving income from
such sources are as follows: lease facilities: 13.5%* of the Trust; health and
hospital facilities: 34.5%* of the Trust; housing facilities: 20.9%* of the
Trust; industrial revenue facilities: 6.9%* of the Trust; resource recovery
facilities; 23.2%* of the Trust; miscellaneous: 1.0%* of the Trust. The Trust is
concentrated in health and hospital facilities and resource recovery facilities
Securities.
The Portfolio also contains Securities representing 20.9%* of the Trust
(single-family housing securities) which are subject to the requirements of
Section 103A of the Internal Revenue Code of 1954, as amended, or Section 143 of
the Internal Revenue Code of 1986, as amended.
70.3%* of the Securities in the Trust are rated by Standard & Poor's
Corporation (11.8%* being rated AAA, 21.4%* being rated AA and 27.2%* being
rated A and 9.9%* being rated BB) and 29.7%* of the Securities in the Trust are
rated by Moody's Investors Service (10.1%* being rated Aa and 19.6%* being rated
A). For a description of the meaning of the applicable rating symbols as
published by Standard & Poor's see Part B--'Bond Ratings.' It should be
emphasized, however, that the ratings of Standard & Poor's and Moody's represent
their opinions as to the quality of the Securities which they undertake to rate
and that these ratings are general and are not absolute standards of quality.
Four Securities in the Trust have been issued with an 'original issue
discount.' (See Part B--'Tax Status.')
Of these original issue discount bonds, approximately 3.3% of the aggregate
principal amount of the Securities in the Trust (although only 1.0%* of the
aggregate bid price of all Securities in the Trust) are zero coupon bonds
(including bonds known as multiplier bonds, money multiplier bonds, capital
appreciation bonds, capital accumulator bonds, compound interest bonds, and
discount maturity payment bonds).
- ------------
* Percentages computed on the basis of the aggregate bid price of the
Securities in the Trust on July 23, 1997.
A-ii
<PAGE>
Alternative Minimum Tax
As of the date of the Summary of Essential Information, the Sponsor's
affiliate, The Prudential Investment Corporation, estimates that 59.8% of the
estimated annual income per Unit consists of interest on private activity bonds,
which interest is to be treated as a tax preference item for alternative minimum
tax purposes (See 'Tax Status' and 'Schedule of Portfolio Securities').
California Trust (Insured)
The Portfolio contains 6 issues of Securities of issuers located in the
State of California. All of the issues are payable from the income of specific
projects or authorities and are not supported by the issuer's power to levy
taxes. Although income to pay such Securities may be derived from more than one
source, the primary sources of such income and the percentage of issues deriving
income from such sources are as follows: airport facilities: 17.4%* of the
Trust; pollution control facilities: 16.4%* of the Trust; utility facilities:
42.2%* of the Trust; tax allocation bonds: 24.0%* of the Trust. The Trust is
concentrated in utilities facilities Securities.
100%* of the Securities in the Trust are rated AAA by Standard & Poor's
Corporation. For a description of the meaning of the applicable rating symbols
as published by Standard & Poor's see Part B--'Bond Ratings.' It should be
emphasized, however, that the ratings of Standard & Poor's represent its opinion
as to the quality of the Securities which it undertakes to rate and that these
ratings are general and are not absolute standards of quality.
Three Securities in the Trust have been issued with an 'original issue
discount.' (See Part B--'Tax Status.')
The Securities in the Trust are insured to maturity by the insurance
obtained by the issuer from the following insurance companies: AMBAC: 25.8%*;
FSA: 24.0%*; FGIC: 17.4%*; MBIA: 32.8%*.
Alternative Minimum Tax
As of the date of the Summary of Essential Information, the Sponsor's
affiliate, the Prudential Investment Corporation estimates that 61.1% of the
estimated annual income per Unit consists of interest on private activity bonds,
which interest is to be treated as a tax preference item for alternative minimum
tax purposes (See 'Tax Status' and 'Schedule of Portfolio Securities').
New York Trust (Insured)
The Portfolio contains 7 issues of Securities of issuers located in the
State of New York. One of the issues (22.3%* of the Trust) is a general
obligation of a governmental entity and is backed by the general taxing power of
that entity. The remaining issues are payable from the income of specific
projects or authorities and are not supported by the issuer's power to levy
taxes. Although income to pay such Securities may be derived from more than one
source, the primary sources of such income and the percentage of issues deriving
income from such sources are as follows: airport facilities: 21.2%* of the
Trust; lease facilities: 14.3%* of the Trust; transportation facilities: 13.6%*
of the Trust; water and sewer facilities: 14.1%* of the Trust; utility
facilities: 14.5%* of the Trust.
100%* of the Securities in the Trust are rated AAA by Standard & Poor's
Corporation. For a description of the meaning of the applicable rating symbols
as published by Standard & Poor's see Part B--'Bond Ratings.' It should be
emphasized, however, that the ratings of Standard & Poor's represent its opinion
as to the quality of the Securities which it undertakes to rate and that these
ratings are general and are not absolute standards of quality.
Three Securities in the Trust have been issued with an 'original issue
discount.' (see Part B--'Tax Status.')
Of these original issue discount bonds, approximately 2.8% of the aggregate
principal amount of the Securities in the Trust (although only 0.8%* of the
aggregate bid price of all Securities in the Trust) are zero coupon bonds
(including bonds known as multiplier bonds, money multiplier bonds, capital
appreciation bonds, capital accumulator bonds, compound interest bonds, and
discount maturity payment bonds).
- ------------
* Percentages computed on the basis of the aggregate bid price of the
Securities in the Trust on July 23, 1997.
A-iii
<PAGE>
The Securities in the Trust are insured to maturity by the insurance
obtained by the issuer from the following insurance companies: AMBAC: 21.2%*;
Connie Lee: 13.5%*; FSA: 27.7%*; MBIA: 37.6%*.
Alternative Minimum Tax
As of the date of the Summary of Essential Information, the Sponsor's
affiliate, the Prudential Investment Corporation estimates that 37.5% of the
estimated annual income per Unit consists of interest on private activity bonds,
which interest is to be treated as a tax preference item for alternative minimum
tax purposes (See 'Tax Status' and 'Schedule of Portfolio Securities').
- ------------
* Percentages computed on the basis of the aggregate bid price of the
Securities in the Trust on July 23, 1997.
A-iv
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
NATIONAL MUNICIPAL TRUST
SERIES 168
(UNINSURED)
As of July 23, 1997
<TABLE>
<S> <C>
FACE AMOUNT OF SECURITIES.......................... $7,581,000.00
NUMBER OF UNITS.................................... 8,000
FRACTIONAL UNDIVIDED INTEREST IN THE TRUST
REPRESENTED BY EACH UNIT......................... 1/8,000th
PUBLIC OFFERING PRICE
Aggregate bid side evaluation of Securities in
the Trust...................................... $8,179,588.46
Divided by 8,000 Units........................... $ 1,022.45
Plus sales charge of 5.363% of Public Offering
Price (5.667% of net amount invested in
Securities).................................... $ 57.94
-------------
Public Offering Price per Unit(2)(4)............. $ 1,080.39
-------------
-------------
REDEMPTION PRICE AND SPONSOR'S REPURCHASE PRICE PER
UNIT (based on bid side evaluation of underlying
Securities, $57.94 less than Public Offering
Price per Unit)(4)............................... $ 1,022.45
-------------
-------------
MINIMUM PRINCIPAL DISTRIBUTION: No distribution need be made from
the Principal Account if the balance therein is less than $1
per Unit.
SPONSOR'S ANNUAL PORTFOLIO SUPERVISION FEE: Maximum $.25 per
$1,000 face amount of underlying Securities.
PREMIUM AND DISCOUNT ISSUES IN PORTFOLIO:
Face amount of Securities with bid side evaluation:
over par--96.7%; at par--0%; at a discount from par--3.3%
EVALUATOR'S FEE FOR EACH EVALUATION: Maximum of $14.
EVALUATION TIME: 3:30 P.M. New York time
MANDATORY TERMINATION DATE: April 1, 2042
MINIMUM VALUE OF TRUST: The Trust may be terminated if the value
of the Trust is less than $3,200,000.
Percentage of Unit Holders required to consent in order to amend
(as permitted) the Trust Indenture and Agreement (except under
certain circumstances when Unit Holder consent is not
required).................................................. 51%
Percentage of Unit Holders required to consent in order to
terminate the Trust........................................ 51%
DATE OF DEPOSIT: May 11, 1994(1)
</TABLE>
<TABLE>
<CAPTION>
Monthly
-------
<S> <C>
CALCULATION OF ESTIMATED NET ANNUAL INCOME PER UNIT
Estimated Annual Income per Unit............................................................... $61.48
Less estimated annual expenses per Unit(3)..................................................... (2.12)
-------
Estimated Net Annual Income per Unit........................................................... $59.36
-------
-------
Trustee's Annual Fee per $1,000 principal amount of underlying Securities........................ $ 1.50
Daily Rate of Income Accrual per Unit............................................................ $.1649
Estimated Current Return (based on Public Offering Price)(5)(6).................................. 5.49%
Estimated Long-Term Return(6).................................................................... 4.680%
INTEREST DISTRIBUTION
Estimated Net Annual Income per Unit / 12...................................................... $ 4.94
Record Dates--Monthly: tenth day of each month
Distribution Dates--Monthly: twenty-fifth day of each month
</TABLE>
- ------------
(1) The Date of Deposit is the date on which the Indenture was signed and
the deposit of Securities with the Trustee was made.
(2) This Public Offering Price is computed as of July 23, 1997 and may vary
from the Public Offering Price on the date of this Prospectus or any subsequent
date.
(3) Includes Trustee's fee, Sponsor's Portfolio supervision fee, estimated
expenses and Evaluator's fees.
(4) Exclusive of accrued interest which to July 28, 1997, the expected date
of settlement for the purchase of Units on July 23, 1997 was $3.53.
(5) The estimated current return is increased for transactions entitled to a
reduced sales charge. (See Part B--'The Trust'--'Estimated Annual Income and
Current Return per Unit.')
(6) The Estimated Current Return is calculated by dividing the Estimated Net
Annual Income per Unit by the Public Offering Price per Unit. The Estimated Net
Annual Income per Unit will vary with changes in fees and expenses of the
Trustee and the Evaluator and with the principal prepayment, redemption,
maturity, exchange or sale of Securities while the Public Offering Price will
vary with changes in the bid price of the underlying Securities; therefore,
there is no assurance that the present Estimated Current Return indicated above
will be realized in the future. The Estimated Long-Term Return is calculated on
a pre-tax basis using a formula which takes into consideration, and factors in
the relative weightings of, the market values, yields (which takes into account
the amortization of premiums and the accretion of discounts) and estimated
retirements of all of the Securities in the Trust and takes into account the
expenses and sales charge associated with each Unit. Since the market values and
estimated retirements of the Securities and the expenses of the Trust will
change, there is no assurance that the present Estimated Long-Term Return as
indicated above will be realized in the future. The after-tax Estimated
Long-Term Return will be lower to the extent of any taxation on the disposition
of Securities. The Estimated Current Return and Estimated Long-Term Return are
expected to differ because the calculation of the Estimated Long-Term Return
reflects the estimated date and amount of principal returned while the Estimated
Current Return calculations include only Net Annual Interest Income and Public
Offering Price as of the above indicated calculation date of the Summary of
Essential Information.
A-v
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 63
CALIFORNIA TRUST
(INSURED)
As of July 23, 1997
STANDARD & POOR'S CORPORATION RATING: AAA
<TABLE>
<S> <C>
FACE AMOUNT OF SECURITIES.......................... $3,000,000.00
NUMBER OF UNITS.................................... 3,000
FRACTIONAL UNDIVIDED INTEREST IN THE TRUST
REPRESENTED BY EACH UNIT......................... 1/3,000th
PUBLIC OFFERING PRICE
Aggregate bid side evaluation of Securities in
the
Trust.......................................... $3,144,425.00
Divided by 3,000 Units........................... $ 1,048.14
Plus sales charge of 5.50% of Public Offering
Price (5.820% of net amount invested in
Securities).................................... $ 61.00
-------------
Public Offering Price per Unit(2)(4)............. $ 1,109.14
-------------
-------------
REDEMPTION PRICE AND SPONSOR'S REPURCHASE PRICE PER
UNIT (based on bid side evaluation of underlying
Securities, $61.00 less than Public Offering
Price per Unit)(4)............................... $ 1,048.14
-------------
-------------
MINIMUM PRINCIPAL DISTRIBUTION: No distribution need be made from
the Principal Account if the balance therein is less than $1
per Unit.
SPONSOR'S ANNUAL PORTFOLIO SUPERVISION FEE: Maximum $.05 per
$1,000 face amount of underlying Securities.
PREMIUM AND DISCOUNT ISSUES IN PORTFOLIO:
Face amount of Securities with bid side evaluation:
over par--100%; at par--0%; at a discount from par--0%
EVALUATOR'S FEE FOR EACH EVALUATION: Maximum of $14.
EVALUATION TIME: 3:30 P.M. New York time
MANDATORY TERMINATION DATE: April 1, 2042
MINIMUM VALUE OF TRUST: The Trust may be terminated if the value
of the Trust is less than $1,200,000.
Percentage of Unit Holders required to consent in order to amend
(as permitted) the Trust Indenture and Agreement (except under
certain circumstances when Unit Holder consent is not
required).................................................. 51%
Percentage of Unit Holders required to consent in order to
terminate the Trust........................................ 51%
DATE OF DEPOSIT: May 11, 1994(1)
</TABLE>
<TABLE>
<CAPTION>
Monthly
-------
<S> <C>
CALCULATION OF ESTIMATED NET ANNUAL INCOME PER UNIT
Estimated Annual Income per Unit............................................................... $59.91
Less estimated annual expenses per Unit(3)..................................................... (2.23)
-------
Estimated Net Annual Income per Unit........................................................... $57.68
-------
-------
Trustee's Annual Fee per $1,000 principal amount of underlying Securities........................ $ 1.45
Daily Rate of Income Accrual per Unit............................................................ $.1602
Estimated Current Return (based on Public Offering Price)(5)(6).................................. 5.20%
Estimated Long-Term Return(6).................................................................... 4.587%
INTEREST DISTRIBUTION
Estimated Net Annual Income per Unit / 12...................................................... $ 4.80
Record Dates--Monthly: tenth day of each month
Distribution Dates--Monthly: twenty-fifth day of each month
</TABLE>
- ------------
(1) The Date of Deposit is the date on which the Indenture was signed and
the deposit of Securities with the Trustee was made.
(2) This Public Offering Price is computed as of July 23, 1997 and may vary
from the Public Offering Price on the date of this Prospectus or any subsequent
date.
(3) Includes Trustee's fee, Sponsor's Portfolio supervision fee, estimated
expenses and Evaluator's fees.
(4) Exclusive of accrued interest which to July 28, 1997, the expected date
of settlement for the purchase of Units on July 23, 1997 was $3.36.
(5) The estimated current return is increased for transactions entitled to a
reduced sales charge. (See Part B--'The Trust'--'Estimated Annual Income and
Current Return per Unit.')
(6) The Estimated Current Return is calculated by dividing the Estimated Net
Annual Income per Unit by the Public Offering Price per Unit. The Estimated Net
Annual Income per Unit will vary with changes in fees and expenses of the
Trustee and the Evaluator and with the principal prepayment, redemption,
maturity, exchange or sale of Securities while the Public Offering Price will
vary with changes in the bid price of the underlying Securities; therefore,
there is no assurance that the present Estimated Current Return indicated above
will be realized in the future. The Estimated Long-Term Return is calculated on
a pre-tax basis using a formula which takes into consideration, and factors in
the relative weightings of, the market values, yields (which takes into account
the amortization of premiums and the accretion of discounts) and estimated
retirements of all of the Securities in the Trust and takes into account the
expenses and sales charge associated with each Unit. Since the market values and
estimated retirements of the Securities and the expenses of the Trust will
change, there is no assurance that the present Estimated Long-Term Return as
indicated above will be realized in the future. The after-tax Estimated
Long-Term Return will be lower to the extent of any taxation on the disposition
of Securities. The Estimated Current Return and Estimated Long-Term Return are
expected to differ because the calculation of the Estimated Long-Term Return
reflects the estimated date and amount of principal returned while the Estimated
Current Return calculations include only Net Annual Interest Income and Public
Offering Price as of the above indicated calculation date of the Summary of
Essential Information.
A-vi
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 63
NEW YORK TRUST
(INSURED)
As of July 23, 1997
STANDARD & POOR'S CORPORATION RATING: AAA
<TABLE>
<S> <C>
FACE AMOUNT OF SECURITIES.......................... $3,615,000.00
NUMBER OF UNITS.................................... 3,615
FRACTIONAL UNDIVIDED INTEREST IN THE TRUST
REPRESENTED BY EACH UNIT......................... 1/3,615th
PUBLIC OFFERING PRICE
Aggregate bid side evaluation of Securities in
the
Trust.......................................... $3,764,269.30
Divided by 3,615 Units........................... $ 1,041.29
Plus sales charge of 5.50% of Public Offering
Price (5.820% of net amount invested in
Securities).................................... $ 60.60
-------------
Public Offering Price per Unit(2)(4)............. $ 1,101.89
-------------
-------------
REDEMPTION PRICE AND SPONSOR'S REPURCHASE PRICE PER
UNIT (based on bid side evaluation of underlying
Securities, $60.60 less than Public Offering
Price per Unit)(4)............................... $ 1,041.29
-------------
-------------
MINIMUM PRINCIPAL DISTRIBUTION: No distribution need be made from
the Principal Account if the balance therein is less than $1
per Unit.
SPONSOR'S ANNUAL PORTFOLIO SUPERVISION FEE: Maximum $.05 per
$1,000 face amount of underlying Securities.
PREMIUM AND DISCOUNT ISSUES IN PORTFOLIO:
Face amount of Securities with bid side evaluation:
over par--97.2%; at par--0%; at a discount from par--2.8%
EVALUATOR'S FEE FOR EACH EVALUATION: Maximum of $14.
EVALUATION TIME: 3:30 P.M. New York time
MANDATORY TERMINATION DATE: April 1, 2042
MINIMUM VALUE OF TRUST: The Trust may be terminated if the value
of the Trust is less than $1,446,000.
Percentage of Unit Holders required to consent in order to amend
(as permitted) the Trust Indenture and Agreement (except under
certain circumstances when Unit Holder consent is not
required).................................................. 51%
Percentage of Unit Holders required to consent in order to
terminate the Trust........................................ 51%
DATE OF DEPOSIT: May 11, 1994(1)
</TABLE>
<TABLE>
<CAPTION>
Monthly
-------
<S> <C>
CALCULATION OF ESTIMATED NET ANNUAL INCOME PER UNIT
Estimated Annual Income per Unit............................................................... $59.51
Less estimated annual expenses per Unit(3)..................................................... (2.10)
-------
Estimated Net Annual Income per Unit........................................................... $57.41
-------
-------
Trustee's Annual Fee per $1,000 principal amount of underlying Securities........................ $ 1.44
Daily Rate of Income Accrual per Unit............................................................ $.1595
Estimated Current Return (based on Public Offering Price)(5)(6).................................. 5.21%
Estimated Long-Term Return(6).................................................................... 4.414%
INTEREST DISTRIBUTION
Estimated Net Annual Income per Unit / 12...................................................... $ 4.78
Record Dates--Monthly: tenth day of each month
Distribution Dates--Monthly: twenty-fifth day of each month
</TABLE>
- ------------
(1) The Date of Deposit is the date on which the Indenture was signed and
the deposit of Securities with the Trustee was made.
(2) This Public Offering Price is computed as of July 23, 1997 and may vary
from the Public Offering Price on the date of this Prospectus or any subsequent
date.
(3) Includes Trustee's fee, Sponsor's Portfolio supervision fee, estimated
expenses and Evaluator's fees.
(4) Exclusive of accrued interest which to July 28, 1997, the expected date
of settlement for the purchase of Units on July 23, 1997 was $3.34.
(5) The estimated current return is increased for transactions entitled to a
reduced sales charge. (See Part B--'The Trust'--'Estimated Annual Income and
Current Return per Unit.')
(6) The Estimated Current Return is calculated by dividing the Estimated Net
Annual Income per Unit by the Public Offering Price per Unit. The Estimated Net
Annual Income per Unit will vary with changes in fees and expenses of the
Trustee and the Evaluator and with the principal prepayment, redemption,
maturity, exchange or sale of Securities while the Public Offering Price will
vary with changes in the bid price of the underlying Securities; therefore,
there is no assurance that the present Estimated Current Return indicated above
will be realized in the future. The Estimated Long-Term Return is calculated on
a pre-tax basis using a formula which takes into consideration, and factors in
the relative weightings of, the market values, yields (which takes into account
the amortization of premiums and the accretion of discounts) and estimated
retirements of all of the Securities in the Trust and takes into account the
expenses and sales charge associated with each Unit. Since the market values and
estimated retirements of the Securities and the expenses of the Trust will
change, there is no assurance that the present Estimated Long-Term Return as
indicated above will be realized in the future. The after-tax Estimated
Long-Term Return will be lower to the extent of any taxation on the disposition
of Securities. The Estimated Current Return and Estimated Long-Term Return are
expected to differ because the calculation of the Estimated Long-Term Return
reflects the estimated date and amount of principal returned while the Estimated
Current Return calculations include only Net Annual Interest Income and Public
Offering Price as of the above indicated calculation date of the Summary of
Essential Information.
A-vii
<PAGE>
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 additional risk factors:
The Sponsor believes the information summarized below describes some of the
more significant aspects of each of the State Trusts. The sources of such
information are the official statements of issuers as well as other publicly
available documents. While the Sponsor has not independently verified this
information, it has no reason to believe that such information is not correct in
all material respects.
California Trust
Since the start of the 1990-91 fiscal year, California (the 'State') has
faced the worst economic, fiscal and 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 expenditures for health and welfare
programs. The State has also been facing a structural imbalance in its budget
with the largest programs supported by the General Fund (K-12 schools and
community colleges, health, welfare and corrections) growing at rates higher
than the growth rates for the principal revenue sources of the General Fund.
(The General Fund, the State's main operating fund, consists of revenues which
are not required to be credited to any other fund.) As a result, the State has
experienced recurring budget deficits.
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 providing over $9.5 billion
in aid, the State is committed to assisting local governments, individuals and
businesses suffering damage caused by the Northridge earthquake, as well as to
assisting in the repair and replacement of State-owned facilities.
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 settlement 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 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 revenues 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 expenditures and transfers of
$43.4 billion, an increase of $168 million 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:
A-viii
<PAGE>
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 entitlement. A significant
component of this amount is a block grant of about $54 per pupil for any
one-time purpose. Per-pupil expenditures 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 anticipates 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.
5. General Fund support for the Department of Corrections is increased by
about 8 percent over 1994-95, reflecting 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
Appropriations 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 extent 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
periods. Any excess of the aggregate proceeds of taxes received over such
two-year period above the combined Appropriation Limits for those two years is
divided equally between transfers to K-14 districts and refunds to taxpayers.
Exempted from the Appropriations Limit are debt service costs of certain
bonds, court or federally mandated costs, and, pursuant to Proposition 111,
qualified capital outlay projects 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 expressly exempted from the Article XIIIB limits.
The Appropriations Limit may also be exceeded in cases of emergency arising from
civil disturbance or natural disaster declared by the Governor 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.
Because of the complexities of Article XIIIB, the ambiguities and possible
inconsistencies in its terms, the applicability 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 Insured
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
financial assistance to local governments or appropriate revenues as mandated by
such initiatives. Propositions such as Proposition 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
A-ix
<PAGE>
available for other State programs, 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 billion aggregate amount of
its general obligation bonds outstanding. 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 facilities 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 aggregate 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 obligations payable only from
revenues paid by private users of facilities financed by such revenue bonds.
Such enterprises and projects include transportation projects, various public
works and exposition projects, educational facilities (including the California
State University and University of California systems), housing, health
facilities and pollution control facilities.
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 proceedings that, if decided against the State, might require the
State to make significant future expenditures or impair future revenue sources.
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 increments 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 'A1,' 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
Proposition 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
anticipates that the State will pay off its debts and not default. There can be
no assurance that such ratings will continue for any given period of time or
that they will not in the future be further revised.
Fitch upgraded its rating of California's general obligation 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 uncertainty, 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 difficulty 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 entities 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.
The Sponsor believes the information summarized above describes some of the
more significant aspects relating to the Insured California Trust. The sources
of such information are Preliminary 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 information, it has no reason to believe that such
information is not correct in all material respects.
A-x
<PAGE>
New York Trust
New York State
The 1996-97 Executive Budget proposes $3.9 billion in actions to balance the
1996-97 Financial Plan. Before reflecting any actions proposed by the Governor
to restrain spending, General Fund disbursements for 1996-97 were projected at
$35 billion, an increase of $2.3 billion or 7 percent from 1995-96. This
increase would have resulted from growth in Medicaid, inflationary increases in
school aid, higher fixed costs such as pensions and debt service, collective
bargaining agreements, inflation, and the loss of non-recurring resources that
offset spending in 1995-96. Receipts would have been expected to fall by $1.6
billion. This reduction would have been attributable to modest growth in the
State's economy and underlying tax base, the loss of non-recurring revenues
available in 1995-96 and implementation of previously enacted tax reduction
programs.
In recent years, State actions affecting the level of receipts and
disbursements, as well as the relative strength of the State and regional
economy, actions of the Federal government and other factors, have created
structural budget gaps for the State. These gaps resulted from a significant
disparity between recurring revenues and the cost of maintaining or increasing
the level of support for State programs. The 1995-96 enacted budget combines
significant tax and program reductions which will, in the current and future
years, lower both the recurring receipts base (before the effect of any economic
stimulus from such tax reductions) and the historical annual growth in state
program spending. Notwithstanding these changes, the State can expect to
continue to confront structural deficits in future years.
The 1995-96 State Financial Plan includes actions that will have an effect
on the budget outlook for State fiscal year 1996-97 and beyond. The net amount
of nonrecurring resources used in the 1995-96 State Financial Plan is estimated
by the Division of the Budget at over $600 million. In addition to this use of
nonrecurring resources, the 1995-96 State Financial Plan reflects actions that
will directly affect the State's 1996-97 fiscal year baseline receipts and
disbursements. The three-year plan to reduce State personal income taxes will
decrease State tax receipts by an estimated $1.7 billion in State fiscal year
1996-97, in addition to the amount of reduction in State fiscal year 1995-96.
Further significant reductions in the personal income tax are scheduled for the
1997-98 State fiscal year. Other tax reductions enacted in 1994 and 1995 are
estimated to cause an additional reduction in receipts of over $500 million in
1996-97, as compared to the level of receipts in 1995-96. Similarly, many
actions taken to reduce disbursements in the State's 1995-96 fiscal year are
expected to provide greater reductions in State fiscal year 1996-97. These
include actions to reduce the State work force, reduce Medicaid and welfare
expenditures and slow community mental hygiene program development.
The net impact of these and other factors is expected to produce a potential
imbalance in receipts and disbursements in State fiscal year 1996-97. The
Governor has indicated that in the 1996-97 Executive Budget he will propose to
close this potential imbalance primarily through General Fund expenditure
reductions and without increases in taxes or deferrals of scheduled tax
reductions.
To address a potential imbalance in any given fiscal year, the State would
be required to take actions to increase receipts and/or reduce disbursements as
it enacts the budget for that year, and under the State Constitution, the
Governor is required to propose a balanced budget each year. To correct
recurring budgetary imbalances, the State would need to take significant actions
to align recurring receipts and disbursements in future fiscal years. There can
be no assurance, however that the Legislature will enact the Governor's
proposals or that the State's actions will be sufficient to preserve budgetary
balance in a given fiscal year or to align recurring receipts and disbursements
in future fiscal years.
The State is a defendant in numerous legal proceedings and the monetary
damages sought are substantial. These proceedings could affect adversely the
financial condition of the State in the 1995-96 fiscal year or thereafter.
The economic and financial condition of the State may be affected by various
financial, social, economic and political factors. Those factors can be very
complex, can vary from fiscal year to fiscal year, and are frequently the result
of actions taken not only by the State but also by entities, such as the federal
government, that are outside the State's control. Because of the uncertainty and
unpredictability of changes in these factors, their impact cannot be fully
included in the assumptions underlying the State's projections. There can be no
assurance that the State economy will not experience results that are worse than
predicted, with corresponding material and adverse effects on the State's
financial projections.
From time to time, Federal expenditure reductions could reduce, or in some
cases eliminate, Federal funding of some local programs and accordingly might
impose substantial increased expenditure requirements on affected localities. If
the State, the City or any of the public authorities were to suffer serious
financial difficulties jeopardizing their respective access to the public credit
markets, the marketability of notes and bonds issued by localities within the
State could be
A-xi
<PAGE>
adversely affected. Localities also face anticipated and potential problems
resulting from certain pending litigation, judicial decisions and long-range
economic trends. Long-range potential problems of declining urban population,
increasing expenditures and other economic trends could adversely affect
localities and require increasing State assistance in the future.
New York City
The fiscal health of the State is closely related to the fiscal health of
its localities, particularly The City of New York (the 'City'), which has
required and continues to require significant financial assistance from the
State which financial assistance could be affected by State revenue short-falls
or spending increases beyond its projections. For each of its 1981 through 1995
fiscal years, the City, as required by State law, achieved balanced operating
results, in accordance with GAAP.
The New York State Financial Emergency Act for The City of New York (the
'Financial Emergency Act'), among other things, established the New York State
Financial Control Board (the 'Control Board') to oversee the City's financial
affairs. The City operates under a four-year financial plan which is prepared
annually and is updated quarterly.
The City submits its financial plans as well as the updates quarterly to the
Control Board for its review. The Municipal Assistance Corporation for The City
of New York ('MAC') and the Office of the State Deputy Comptroller for The City
of New York ('OSDC') assist the Control Board in exercising its powers and
responsibilities and exercise various monitoring functions relating to the
City's financial position.
During recent fiscal years, as a result of the slowing economy, the City
experienced significant shortfalls from earlier projections in almost all of its
major tax sources, and was required to take exceptional measures to close
substantial budget gaps in order to maintain balanced budgets. There can be no
assurance that the City will continue to maintain a balanced budget as required
by State law without additional tax or other revenue increases or additional
reductions in City services or entitlement programs, which could adversely
affect the City's economic base. The City's Financial Plan for the 1996-99
fiscal years, sets forth actions to close a projected budget gap of $3.1 billion
for the 1996 fiscal year. The Financial Plan also outlines projected budget gaps
of $2.0 billion, $3.3 billion and $4.1 billion for the 1997 through 1999 fiscal
years, respectively.
As of June 30, 1995, the City estimated that its potential future liability
on account of outstanding claims against it amounted to approximately $2.5
billion and while the outcome of the proceedings and claims are not currently
predictable, adverse determinations in certain of them might have a material
adverse effect upon the City's ability to carry out the 1996-1999 Financial
Plan.
On July 10, 1995, Standard and Poor's revised its rating of City bonds
downward to 'BBB+' and continued its negative rating outlook assessment. In
February 1991, Moody's Investors Service lowered its rating on the City's
general obligation bonds from 'A' to 'Baa1.'
Over the long term, serious potential economic problems may continue to
aggravate State and local financial conditions. For decades, the State economy
has grown more slowly than the nation as a whole, resulting in the gradual
erosion of the State's relative economic affluence and tax base, and the
relocation of certain manufacturing operations and executive offices outside the
State. The causes of this relative decline are varied and complex, in many cases
involving national and international developments beyond the State's control.
Part of the reason for the long-term relative decline in the State economy has
been attributed to the combined state and local tax burden, which is among the
highest in the nation. The existence of this tax burden limits the State's
ability to impose higher taxes in the event of future financial difficulties.
If during the existence of the New York Trust, the City, the State, or any
of its agencies or municipalities, because of its or their own financial
difficulties, become unable to meet regular commitments or if there should be a
default, moratorium or other interruption of payments of interest or principal
on any obligation issued by the City, the State, or a municipality or other
authority in New York State, the market value and marketability of Bonds in the
New York Trust, the asset value of Units of the New York Trust and the interest
income to the New York Trust, could be adversely affected.
A-xii
<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 California;
The income, deductions and credits against tax of the Insured Trust will
be treated as the income, deductions and credits against tax of the holders
of Units in the Insured Trust under the income tax laws of the State of
California;
Interest on the bonds held by the Insured Trust to the extent that such
interest is exempt from taxation under California law will not lose its
character as tax-exempt income merely because that income is passed through
to the holders of Units; however, a corporation subject to the California
franchise tax is required to include that interest income in its gross
income for purposes of determining its franchise tax liability;
Each holder of a Unit in the Insured Trust will have a taxable event
when the Insured Trust disposes of a bond (whether by sale, 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 under the personal property tax laws
of the State of California;
Each Unit holder's pro rata ownership of the bonds held by the Insured
Trust, as well as the interest income therefrom, is exempt from California
personal property taxes; and
Amounts paid in lieu of interest on defaulted bonds held by the Trustee
under policies of insurance issued with respect to such bonds will be
excludable from gross income for California income tax 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, special California counsel
to the Sponsor, no change in law has occurred since the Date of Deposit which
would require a change in the above opinion.
New York Tax Status
In the opinion of Messrs. Cahill Gordon & Reindel, special New York counsel
on New York tax matters, as of the date of this Prospectus, under existing law:
Interest on the underlying debt obligations which is exempt from tax
under the laws of the State and City of New York when received by the New
York Trust will retain its status as tax-exempt interest to its Unit
Holders. (Interest on the underlying obligations in the New York Trust is,
however, not excludable from income in determining the amount of the
income-based (i) New York State franchise taxes on business and financial
corporations or (ii) the New York City general corporation tax and the New
York City financial corporation tax.) The minimum income taxes imposed by
New York State and New York City on individuals, estates and trusts exclude
from their taxable bases the Federal tax preference item with respect to
tax-exempt interest.
Non-residents of New York City will not be subject to the City personal
income tax on gains derived with respect to their Units. Non-residents of
the State will not be subject to New York State personal income tax on such
gains unless the Units are employed in a business, trade or occupation
carried on in New York State. A New York State or City resident should
determine his basis and holding period for his Units in the same manner for
New York State and City personal income tax purposes as for Federal income
tax purposes.
A-xiii
<PAGE>
<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
NATIONAL MUNICIPAL TRUST,
SERIES 168 (Uninsured)
MULTISTATE SERIES 63 consisting of:
CALIFORNIA TRUST (Insured)
NEW YORK TRUST (Insured)
We have audited the statements of financial condition and schedules of
portfolio securities of the National Municipal Trust Series 168 (Uninsured)
and Multistate Series 63 consisting of the California Trust (Insured) and
the New York Trust (Insured) as of April 30, 1997, and the related
statements of operations and changes in net assets for the years ended
April 30, 1997 and 1996 and for the period from May 11, 1994 (date of
deposit) to April 30, 1995. 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 National Municipal
Trust Series 168 (Uninsured) and Multistate Series 63 consisting of the
California Trust (Insured) and the New York Trust (Insured) as of April 30,
1997, and the results of their operations and the changes in their net
assets for the years ended April 30, 1997 and 1996 and for the period from
May 11, 1994 (date of deposit) to April 30, 1995 in conformity with
generally accepted accounting principles.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
July 15, 1997
New York, New York
</AUDIT-REPORT>
A-1
<PAGE>
STATEMENT OF FINANCIAL CONDITION
NATIONAL MUNICIPAL TRUST
SERIES 168
(UNINSURED)
April 30, 1997
TRUST PROPERTY
<TABLE>
<S> <C>
Investments in municipal bonds at market value (amortized cost
$7,528,501) (Note (a) and Schedule of Portfolio Securities
Notes (4) and (5)) $7,963,176
Accrued interest receivable 108,134
Total 8,071,310
LIABILITIES AND NET ASSETS
Less Liabilities:
Due to trustee 74,819
Accrued Trust fees and expenses 8,747
Total liabilities 83,566
Net Assets:
Balance applicable to 8,000 Units of fractional
undivided interest outstanding (Note (c)):
Capital, plus unrealized market appreciation
of $434,675 $7,963,176
Undistributed principal and net investment
income (Note (b)) 24,568
Net assets $7,987,744
Net asset value per Unit ($7,987,744 divided by 8,000 Units) $ 998.47
</TABLE>
See notes to financial statements
A-2
<PAGE>
STATEMENTS OF OPERATIONS
NATIONAL MUNICIPAL TRUST
SERIES 168
(UNINSURED)
<TABLE>
<CAPTION>
For the period
For the years ended from May 11, 1994
April 30, (date of deposit)
1997 1996 to April 30, 1995
<S> <C> <C> <C>
Investment income - interest $517,769 $525,210 $496,543
Less Expenses:
Trust fees and expenses 17,696 17,920 17,920
Total expenses 17,696 17,920 17,920
Investment income - net 500,073 507,290 478,623
Unrealized market appreciation 185,076 137,447 112,152
Net increase in net assets resulting
from operations $685,149 $644,737 $590,775
</TABLE>
See notes to financial statements
A-3
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
NATIONAL MUNICIPAL TRUST
SERIES 168
(UNINSURED)
<TABLE>
<CAPTION>
For the period
For the years ended from May 11, 1994
April 30, (date of deposit)
1997 1996 to April 30, 1995
<S> <C> <C> <C>
Operations:
Investment income - net $ 500,073 $ 507,290 $ 478,623
Net unrealized market appreciation 185,076 137,447 112,152
Net increase in net assets
resulting from operations 685,149 644,737 590,775
Less Distributions to Unit Holders:
Principal (184,960) - -
Investment income - net (499,840) (503,040) (448,560)
Total distributions (684,800) (503,040) (448,560)
Net increase in net assets 349 141,697 142,215
Net assets:
Beginning of period (Note (c)) 7,987,395 7,845,698 7,703,483
End of period (including undistributed
principal and net investment income
of $24,568, and undistributed net
investment income of $27,850 and
$26,935, respectively) $7,987,744 $7,987,395 $7,845,698
</TABLE>
See notes to financial statements
A-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NATIONAL MUNICIPAL TRUST
SERIES 168
(UNINSURED)
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 Schedule of Portfolio
Securities on the basis set forth in Part B of this Prospectus,
"Public Offering of Units - Public Offering Price". Under the
Securities Act of 1933 ("the Act"), as amended, the Sponsor is
deemed to be an issuer of the Trust Units. As such, the Sponsor
has the responsibility of an issuer under the Act with respect to
financial statements of each Trust included in the Registration
Statement under the Act and amendments thereto.
(2) Investments
Investments are stated at market value as determined by the
Evaluator based on the bid side evaluations on the last day of
trading during the period, except that value on the date of deposit
(May 11, 1994) represents the cost of investments to the Trust
based on the offering side evaluations as of the date of deposit.
(3) Income Taxes
The trust 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 an annual Trustee's fee, estimated expenses,
Evaluator's fee, and an annual Sponsor portfolio supervision fee
and may incur additional charges as explained under "Expenses and
Charges - Fees" and "- Other Charges" in Part B of this Prospectus.
A-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NATIONAL MUNICIPAL TRUST
SERIES 168
(UNINSURED)
April 30, 1997
(b) DISTRIBUTIONS
Interest received by the Trust is distributed to the Unit Holders on or
shortly after the twenty-fifth day of each month after deducting
applicable expenses. Receipts other than interest are distributed as
explained in "Rights of Unit Holders - Distribution of Interest and
Principal" in Part B of this Prospectus.
(c) ORIGINAL COST TO INVESTORS
The original cost to investors represents the aggregate initial public
offering price as of the date of deposit (May 11, 1994) exclusive of
accrued interest.
A reconciliation of the original cost of Units to investors to the net
amount applicable to investors as of April 30, 1997 follows:
<TABLE>
<S> <C>
Original cost to investors $8,087,680
Less: Gross underwriting commissions (sales charge) (384,197)
Net cost to investors 7,703,483
Cost of securities sold or redeemed (185,000)
Unrealized market appreciation 434,675
Accumulated interest accretion 10,018
Net amount applicable to investors $7,963,176
</TABLE>
A-6
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NATIONAL MUNICIPAL TRUST
SERIES 168
(UNINSURED)
April 30, 1997
(d) OTHER INFORMATION
Selected data for a Unit of the Trust during each period:
<TABLE>
<CAPTION>
For the period
For the years ended from May 11, 1994
April 30, (date of deposit)
1997 1996 to April 30, 1995
<S> <C> <C> <C>
Interest income $ 64.72 $ 65.65 $ 62.07
Expenses (2.21) (2.24) (2.25)
Investment income - net 62.51 63.41 59.82
Income distributions (62.48) (62.88) (56.07)
.03 .53 3.75
Principal distribution (23.12) - -
Net unrealized market
appreciation 23.14 17.18 14.02
Net increase in net
asset value .05 17.71 17.77
Net asset value -
beginning of period 998.42 980.71 962.94
Net asset value - end
of period $998.47 $998.42 $980.71
</TABLE>
A-7
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
NATIONAL MUNICIPAL TRUST
SERIES 168
(UNINSURED)
April 30, 1997
<TABLE>
<CAPTION>
Port- Optional
folio Rating Face Coupon Maturity Sinking Fund Refunding Market
No. Title of Securities <F1> Amount Rate Date Redemptions<F3> Redemptions<F2> Value<F4><F5>
<C> <S> <C> <C> <C> <C> <C> <C> <C>
1. Regional Airports Improve-
ment Corporation Facilities
Lease Revenue Bonds, Series
1992, Laxfuel Corporation,
(Los Angeles International
Airport). <F7> A- $1,000,000 6.700% 01/01/22 01/01/13@100 01/01/02@102 $1,045,720
2. Illinois Health Facilities
Authority, Revenue Bonds and
Revenue Refunding Bonds,
Evangelical Hospitals
Corporation, 1992-C. <F9> AA- 495,000 6.750 04/15/17 04/15/13@100 04/15/02@102 541,966
3. Illinois Health Facilities
Authority, Revenue Bonds and
Revenue Refunding Bonds,
Evangelical Hospitals
Corporation, 1992-C.
(Escrowed to Maturity) AA- 505,000 6.750 04/15/17 04/15/13@100 NONE 560,636
4. City of Owensboro, Ken-
tucky, Electric Light and
Power System Revenue Bonds,
1991-B Series. (AMBAC
Insured) <F8> AAA 250,000 0.000 01/01/20 NONE NONE 66,760
5. Massachusetts Health and
Educational Facilities
Authority, Revenue Bonds,
New England Deaconess Hospi-
tal Issue, Series D, 1992. A 1,000,000 6.875 04/01/22 04/01/13@100 04/01/02@102 1,069,350
6. Northeast Maryland Waste
Disposal Authority, Solid
Waste Revenue Bonds, (Mont-
gomery County Resource
Recovery Project), Series
1993A. <F7> A<F6> 1,000,000 6.300 07/01/16 07/01/11@100 07/01/03@102 1,015,820
7. Michigan State Hospital
Authority, Hospital Revenue
Refunding Bonds, (McLaren
Obligated Group), Series
1993A. A1<F6> 500,000 5.375 10/15/13 10/15/09@100 10/15/03@102 473,085
8. New Hampshire Housing
Financing Authority, Single-
Family Mortgage Revenue
Bonds, 1994 Series C. <F7> Aa<F6> 750,000 6.850 07/01/14 01/01/05@100 07/01/04@102 779,902
9. The Union County Utilities
Authority (New Jersey),
Solid Waste System Revenue
Bonds, 1991 Series A. <F7> BB 1,000,000 7.200 06/15/14 06/15/10@100 06/15/02@102 1,023,770
10. City of Chicago, Illinois,
Adjustable-Rate Gas Supply
Revenue Bonds, 1985 Series
A, (The Peoples Gas Light
and Coke Company Project). AA- 500,000 6.875 03/01/15 NONE 03/01/02@102 535,940
11. Urban Redevelopment
Authority of Pittsburgh,
Mortgage Revenue Bonds, 1994
Series B. <F7><F1O> AAA 815,000 7.100 04/01/24 NONE 04/01/04@102 850,227
$7,815,000 $7,963,176
</TABLE>
See notes to schedule of portfolio securities
A-8
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
NATIONAL MUNICIPAL TRUST
SERIES 168
(UNINSURED)
April 30, 1997
<F1> All ratings are provided by Standard & Poor's Corporation, unless
otherwise indicated. A brief description of applicable Security
ratings is given under "Bond Ratings" in Part B of this Prospectus.
<F2> There is shown under this heading the date on which each issue of
Securities is redeemable by the operation of optional call
provisions and the redemption price for that date; unless otherwise
indicated, each issue continues to be redeemable at declining
prices thereafter but not below par. Securities listed as non-
callable, as well as Securities listed as callable, may also be
redeemable at par under certain circumstances from special
redemption payments.
<F3> There is shown under this heading the date on which an issue of
Securities is subject to scheduled sinking fund redemption and the
redemption price on such date.
<F4> The market value of the Securities as of April 30, 1997 was
determined by the Evaluator on the basis of bid side evaluations
for the Securities on that date.
<F5> At April 30, 1997, the unrealized market appreciation of all
Securities was comprised of the following:
<TABLE>
<S> <C>
Gross unrealized market appreciation $434,675
Gross unrealized market depreciation -
Unrealized market appreciation $434,675
</TABLE>
The amortized cost of the Securities for Federal income tax purposes
was $7,528,501 at April 30, 1997.
<F6> Moody's Investors Service, Inc. rating.
<F7> In the opinion of bond counsel to the issuing governmental
authorities, interest payments on these bonds will be a tax
preference item for individuals and corporations for alternative
minimum tax purposes. Normally, the bonds pay interest
semiannually. The payment dates can generally be determined based
on the date of maturity, i.e., a bond maturing on December 1 will
pay interest semiannually on June 1 and December 1 (see "Tax
Status").
<F8> Insurance to maturity has been obtained by the issuer from the
listed Insurance Company. The "AAA" rating on this security is
based in part on the creditworthiness and claims - paying ability
of the Insurance Company insuring such Security to maturity.
A-9
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
NATIONAL MUNICIPAL TRUST
SERIES 168
(UNINSURED)
April 30, 1997
<F9> The Issuer of Portfolio No. 2 has indicated that it will refund this
Security on its optional redemption date.
<F10>Face amount of $5,000 was called for redemption on May 1, 1997.
Such Securities are valued at the amount of the proceeds
subsequently received.
A-10
<PAGE>
STATEMENT OF FINANCIAL CONDITION
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 63
CALIFORNIA TRUST
(INSURED)
April 30, 1997
TRUST PROPERTY
<TABLE>
<S> <C>
Investments in municipal bonds at market value (cost
$2,808,710 (Note (a) and Schedule of Portfolio
Securities Notes (4) and (5)) $2,990,005
Accrued interest receivable
76,590
Total 3,066,595
LIABILITIES AND NET ASSETS
Less Liabilities:
Due to trustee 65,634
Accrued Trust fees and expenses 1,947
Total liabilities 67,581
Net Assets:
Balance applicable to 3,000 Units of fractional
undivided interest outstanding (Note (c)):
Capital, plus unrealized market appreciation
of $181,295 $2,990,005
Undistributed net investment income (Note (b)) 9,009
Net assets $2,999,014
Net asset value per Unit ($2,999,014 divided by 3,000 Units) $ 999.67
</TABLE>
See notes to financial statements
A-11
<PAGE>
STATEMENTS OF OPERATIONS
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 63
CALIFORNIA TRUST
(INSURED)
<TABLE>
<CAPTION>
For the period
For the years ended from May 11, 1994
April 30, (date of deposit)
1997 1996 to April 30, 1995
<S> <C> <C> <C>
Investment income - interest $179,750 $179,750 $170,549
Less Expenses:
Trust fees and expenses 6,690 6,690 6,690
Total expenses 6,690 6,690 6,690
Investment income - net 173,060 173,060 163,859
Unrealized market appreciation 54,217 66,413 60,665
Net increase in net assets resulting from
operations $227,277 $239,473 $224,524
</TABLE>
See notes to financial statements
A-12
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 63
CALIFORNIA TRUST
(INSURED)
<TABLE>
<CAPTION>
For the period
For the years ended from May 11, 1994
April 30, (date of deposit)
1997 1996 to April 30, 1995
<S> <C> <C> <C>
Operations:
Investment income - net $ 173,060 $ 173,060 $ 163,859
Unrealized market appreciation 54,217 66,413 60,665
Net increase in net assets
resulting from operations 227,277 239,473 224,524
Less Distributions to Unit Holders:
Investment income - net (174,090) (172,800) (154,080)
Total distributions (174,090) (172,800) (154,080)
Net increase in net assets 53,187 66,673 70,444
Net assets:
Beginning of period (Note (c)) 2,945,827 2,879,154 2,808,710
End of period (including undistributed
net investment income of $9,009,
$10,039 and $9,779, respectively) $2,999,014 $2,945,827 $2,879,154
</TABLE>
See notes to financial statements
A-13
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 63
CALIFORNIA TRUST
(INSURED)
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 Trust 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 Trust's
financial statements. The Evaluator determines the price for each
underlying Security included in the Trust's Schedule of Portfolio
Securities on the basis set forth in Part B of this Prospectus,
"Public Offering of Units - Public Offering Price". Under the
Securities Act of 1933 ("the Act"), as amended, the Sponsor is
deemed to be an issuer of the Trust Units. As such, the Sponsor
has the responsibility of an issuer under the Act with respect to
financial statements of each Trust included in the Registration
Statement under the Act and amendments thereto.
(2) Investments
Investments are stated at market value as determined by the
Evaluator based on the bid side evaluations on the last day of
trading during the period, except that value on the date of deposit
(May 11, 1994) represents the cost of investments to the Trust
based on the offering side evaluations as of the date of deposit.
(3) Income Taxes
The Trust 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 an annual Trustee's fee, estimated expenses,
Evaluator's fee, and an annual Sponsor portfolio supervision fee
and may incur additional charges as explained under "Expenses and
Charges - Fees" and "- Other Charges" in Part B of this Prospectus.
A-14
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 63
CALIFORNIA TRUST
(INSURED)
April 30, 1997
(b) DISTRIBUTIONS
Interest received by the Trust is distributed to the Unit Holders on or
shortly after the twenty-fifth day of each month after deducting
applicable expenses. Receipts other than interest are distributed as
explained in "Rights of Unit Holders - Distribution of Interest and
Principal" in Part B of this Prospectus.
(c) ORIGINAL COST TO INVESTORS
The original cost to investors represents the aggregate initial public
offering price as of the date of deposit (May 11, 1994) exclusive of
accrued interest.
A reconciliation of the original cost of Units to investors to the net
amount applicable to investors as of April 30, 1997 follows:
<TABLE>
<S> <C>
Original cost to investors $2,948,790
Less: Gross underwriting commissions (sales charge) (140,080)
Net cost to investors 2,808,710
Unrealized market appreciation 181,295
Net amount applicable to investors $2,990,005
</TABLE>
A-15
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 63
CALIFORNIA TRUST
(INSURED)
April 30, 1997
(d) OTHER INFORMATION
Selected data for a Unit of the Trust during each period:
<TABLE>
<CAPTION>
For the period
For the years ended from May 11, 1994
April 30, (date of deposit)
1997 1996 to April 30, 1995
<S> <C> <C> <C>
Interest income $ 59.92 $ 59.92 $ 56.85
Expenses (2.23) (2.23) (2.23)
Investment income - net 57.69 57.69 54.62
Income distributions (58.03) (57.60) (51.36)
(.34) .09 3.26
Unrealized market appre-
ciation 18.07 22.13 20.22
Net increase in net
asset value 17.73 22.22 23.48
Net asset value -
beginning of period 981.94 959.72 936.24
Net asset value - end
of period $999.67 $981.94 $959.72
</TABLE>
A-16
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 63
CALIFORNIA TRUST
(INSURED)
April 30, 1997
<TABLE>
<CAPTION>
Port- Optional
folio Rating Face Coupon Maturity Sinking Fund Refunding Market
No. Title of Securities <F1> Amount Rate Date Redemptions<F3> Redemptions<F2> Value<F4><F5>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Airports Commission, City
and County of San Francisco,
California, San Francisco
International Airport,
Second Series Revenue Bonds,
Series 1994, Issue 5, FGIC
Insured <F17> AAA $ 500,000 6.500% 05/01/24 NONE 05/01/04@102 $ 523,210
2. California Pollution Con-
trol Financing Authority,
Pollution Control Revenue
Bonds, (Pacific Gas and Elec-
tric Company), 1993 Series
B, MBIA Insured <F17> AAA 500,000 5.850 12/01/23 NONE 12/01/03@102 493,990
3. City of Chula Vista, Indus-
trial Development Revenue
Bonds, (San Diego Gas & Elec-
tric Company), 1992 Series
A, AMBAC Insured <F17> AAA 750,000 6.400 12/01/27 NONE 12/01/02@102 770,317
4. Redevelopment Agency of
the City of Burbank, Cali-
fornia, (City Centre Redevel-
opment Project), Tax Alloca-
tion Bonds, 1993 Series A,
FSA Insured AAA 500,000 5.500 12/01/23 12/01/16@100 12/01/03@102 473,940
5. Sacramento Municipal Util-
ity District, Electric Reve-
nue Bonds, 1993 Series E,
MBIA Insured AAA 500,000 5.750 05/15/22 05/15/13@100 05/15/03@102 491,520
6. San Marcos Public Facili-
ties Authority, Tax Alloca-
tion Refunding Bonds, 1993
Series A, FSA Insured AAA 250,000 5.500 08/01/23 08/01/04@100 08/01/03@102 237,028
$3,000,000 $2,990,005
</TABLE>
See notes to schedule of portfolio securities
A-17
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 63
CALIFORNIA TRUST
(INSURED)
April 30, 1997
<F11> 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.
<F12> 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.
<F13> 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.
<F14> 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 on that date.
<F15> At April 30, 1997, the unrealized market appreciation of all
Securities was comprised of the following:
<TABLE>
<S> <C>
Gross unrealized market appreciation $181,295
Gross unrealized market depreciation -
Unrealized market appreciation $181,295
</TABLE>
The aggregate cost of the Securities for Federal income tax purposes
was $2,808,710 at April 30, 1997.
<F16> Insurance to maturity has been obtained by the Issuer from the
listed Insurance Company. The "AAA" ratings on these Securities
are based in part on the creditworthiness and claims-paying ability
of the Insurance Company insuring such Security to maturity. No
premium is payable therefore by the Trust.
<F17> In the opinion of bond counsel to the issuing governmental
authorities, interest payments on these bonds will be a tax
preference item for individuals and corporations for alternative
minimum tax purposes. Normally, the bonds pay interest
semiannually. The payment dates can generally be determined based
on the date of maturity, i.e., a bond maturing on December 1 will
pay interest semiannually on June 1 and December 1 (see "Tax
Status").
A-18
<PAGE>
STATEMENT OF FINANCIAL CONDITION
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 63
NEW YORK TRUST
(INSURED)
April 30, 1997
TRUST PROPERTY
<TABLE>
<S> <C>
Investments in municipal bonds at market value (amortized
cost $3,403,964 (Note (a) and Schedule of Portfolio
Securities Notes (4) and (5)) $3,608,558
Accrued interest receivable 64,748
Total 3,673,306
LIABILITIES AND NET ASSETS
Less Liabilities:
Due to trustee 51,691
Accrued Trust fees and expenses 2,534
Total liabilities 54,225
Net Assets:
Balance applicable to 3,615 Units of fractional
undivided interest outstanding (Note (c)):
Capital, plus unrealized market appreciation
of $204,594 $3,608,558
Undistributed net investment income (Note (b)) 10,523
Net assets $3,619,081
Net asset value per Unit ($3,619,081 divided by 3,615 Units) $1,001.13
</TABLE>
See notes to financial statements
A-19
<PAGE>
STATEMENTS OF OPERATIONS
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 63
NEW YORK TRUST
(INSURED)
<TABLE>
<CAPTION>
For the period
For the years ended from May 11, 1994
April 30, (date of deposit)
1997 1996 to April 30, 1995
<S> <C> <C> <C>
Investment income - interest $216,651 $216,563 $204,941
Less Expenses:
Trust fees and expenses 7,628 7,627 7,628
Total expenses 7,628 7,627 7,628
Investment income - net 209,023 208,936 197,313
Unrealized market appreciation 60,288 72,460 71,846
Net increase in net assets resulting from
operations $269,311 $281,396 $269,159
</TABLE>
See notes to financial statements
A-20
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 63
NEW YORK TRUST
(INSURED)
<TABLE>
<CAPTION>
For the period
For the years ended from May 11, 1994
April 30, (date of deposit)
1997 1996 to April 30, 1995
<S> <C> <C> <C>
Operations:
Investment income - net $ 209,023 $ 208,936 $ 197,313
Unrealized market appreciation 60,288 72,460 71,846
Net increase in net assets
resulting from operations 269,311 281,396 269,159
Less Distributions to Unit Holders:
Investment income - net (208,260) (207,356) (184,871)
Total distributions (208,260) (207,356) (184,871)
Net increase in net assets 61,051 74,040 84,288
Net assets:
Beginning of period (Note (c)) 3,558,030 3,483,990 3,399,702
End of period (including undistributed
net investment income of $10,523,
$11,267 and $11,106, respectively) $3,619,081 $3,558,030 $3,483,990
</TABLE>
See notes to financial statements
A-21
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 63
NEW YORK TRUST
(INSURED)
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 Trust is also
responsible for all estimates and accruals reflected in the Trust's
financial statements. The Evaluator determines the price for each
underlying Security included in the Trust's Schedule of Portfolio
Securities on the basis set forth in Part B of this Prospectus,
"Public Offering of Units - Public Offering Price". Under the
Securities Act of 1933 ("the Act"), as amended, the Sponsor is
deemed to be an issuer of the Trust Units. As such, the Sponsor
has the responsibility of an issuer under the Act with respect to
financial statements of each Trust included in the Registration
Statement under the Act and amendments thereto.
(2) Investments
Investments are stated at market value as determined by the
Evaluator based on the bid side evaluations on the last day of
trading during the period, except that value on the date of deposit
(May 11, 1994) represents the cost of investments to the Trust
based on the offering side evaluations as of the date of deposit.
(3) Income Taxes
The Trust 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 an annual Trustee's fee, estimated expenses,
Evaluator's fee, and an annual Sponsor portfolio supervision fee
and may incur additional charges as explained under "Expenses and
Charges - Fees" and "- Other Charges" in Part B of this Prospectus.
A-22
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 63
NEW YORK TRUST
(INSURED)
April 30, 1997
(b) DISTRIBUTIONS
Interest received by the Trust is distributed to the Unit Holders on or
shortly after the twenty-fifth day of each month after deducting
applicable expenses. Receipts other than interest are distributed as
explained in "Rights of Unit Holders - Distribution of Interest and
Principal" in Part B of this Prospectus.
(c) ORIGINAL COST TO INVESTORS
The original cost to investors represents the aggregate initial public
offering price as of the date of deposit (May 11, 1994) exclusive of
accrued interest.
A reconciliation of the original cost of Units to investors to the net
amount applicable to investors as of April 30, 1997 follows:
<TABLE>
<S> <C>
Original cost to investors $3,569,234
Less: Gross underwriting commissions (sales charge) (169,532)
Net cost to investors 3,399,702
Unrealized market appreciation 204,594
Accumulated interest accretion 4,262
Net amount applicable to investors $3,608,558
</TABLE>
A-23
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 63
NEW YORK TRUST
(INSURED)
April 30, 1997
(d) OTHER INFORMATION
Selected data for a Unit of the Trust during each period:
<TABLE>
<CAPTION>
For the period
For the years ended from May 11, 1994
April 30, (date of deposit)
1997 1996 to April 30, 1995
<S> <C> <C> <C>
Interest income $ 59.93 $ 59.91 $ 56.69
Expenses (2.11) (2.11) (2.10)
Investment income - net 57.82 57.80 54.59
Income distributions (57.61) (57.36) (51.14)
.21 .44 3.45
Unrealized market
appreciation 16.68 20.04 19.87
Net increase in net
asset value 16.89 20.48 23.32
Net asset value -
beginning of period 984.24 963.76 940.44
Net asset value - end
of period $1,001.13 $984.24 $963.76
</TABLE>
A-24
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 63
NEW YORK TRUST
(INSURED)
April 30, 1997
<TABLE>
<CAPTION>
Port- Optional
folio Rating Face Coupon Maturity Sinking Fund Refunding Market
No. Title of Securities <F1> Amount Rate Date Redemptions<F3> Redemptions<F2> Value<F4><F5>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. County of Nassau, New York,
General Obligation Refunding
Bonds. 1992, MBIA Insured AAA $ 765,000 6.375% 05/15/16 NONE 05/15/02@102 $ 798,186
2. Dormitory Authority, of
the State of New York, In-
sured Revenue Bonds, Upstate
Community Colleges, 1992A
Issue, Connie Lee Insured AAA 500,000 5.750 07/01/22 07/01/13@100 07/01/02@102 485,085
3. Dormitory Authority, of
the State of New York, State
University Educational
Facilities, Revenue Bonds,
Series 1994A, MBIA Insured AAA 100,000 0.000 05/15/19 NONE NONE 28,117
4. New York City Transit
Authority, Transit Facili-
ties Refunding Revenue
Bonds, Series 1993, (Living-
ston Plaza Project), FSA
Insured AAA 500,000 5.400 01/01/18 01/01/14@100 NONE 483,645
5. New York City, Municipal
Water Finance Authority,
Water and Sewer System Reve-
nue Bonds, Fixed Rate Fis-
cal 1994, Series F, FSA
Insured. AAA 500,000 6.000 06/15/21 NONE 06/15/[email protected] 505,555
6. New York State Energy
Research and Development
Authority, Adjustable Rate
Gas Facilities Revenue
Bonds, Series 1989A, (The
Brooklyn Union Gas Company
Project), MBIA Insured <F24> AAA 500,000 6.750 02/01/24 NONE 05/06/02@102 539,490
7. Niagara Frontier Transpor-
tation Authority, (Greater
Buffalo International Air-
port), Airport Revenue
Bonds, Series 1994A, AMBAC
Insured <F24> AAA 750,000 6.250 04/01/24 04/01/15@100 04/01/04@102 768,480
$3,615,000 $3,608,558
</TABLE>
See notes to schedule of portfolio securities
A-25
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 63
NEW YORK TRUST
(INSURED)
April 30, 1997
<F18> 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.
<F19> 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.
<F20> 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.
<F21> 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 on that date.
<F22> At April 30, 1997, the unrealized market appreciation of all
Securities was comprised of the following:
<TABLE>
<S> <C>
Gross unrealized market appreciation $204,594
Gross unrealized market depreciation -
Unrealized market appreciation $204,594
</TABLE>
The amortized cost of the Securities for Federal income tax purposes
was $3,403,964 at April 30, 1997.
<F23> Insurance to maturity has been obtained by the Issuer from the
listed Insurance Company for the Securities. The "AAA" ratings on
these securities are based in part on the creditworthiness and
claims-paying ability of the Insurance Company insuring such
Security to maturity. No premium is payable therefore by the
Trust.
<F24> In the opinion of bond counsel to the issuing governmental
authorities, interest payments on these bonds will be a tax
preference item for individuals and corporations for alternative
minimum tax purposes. Normally, the bonds pay interest
semiannually. The payment dates can generally be determined based
on the date of maturity, i.e., a bond maturing on December 1 will
pay interest semiannually on June 1 and December 1 (see "Tax
Status").
A-26
<PAGE>
(MODULE)
[NAME] NMT-PUT-PTB-996
[CIK] 0000941856
[CCC] 3ttrjz#m
(/MODULE)
<PAGE>
This Post-Effective Amendment to the Registration Statement on
Form S-6 comprises the following papers and documents:
The facing sheet on Form S-6.
The Prospectus.
Signatures.
Consent of Kopesky & Welke, LLP (included in Exhibit 8),
independent public accountants and consent of evaluator; all
other consents were previously filed.
UNDERTAKING
The Sponsor undertakes that it will not instruct the
Trustee to accept from (i) Financial Guaranty Insurance
Company, Municipal Bond Insurance Association or any other
insurance company affiliated with Sponsor, in settlement of any
claim, less than an amount sufficient to pay any principal or
interest (and, in the case of a taxability redemption, premium)
then due on any Security in accordance with the municipal bond
guaranty insurance policy attached to such Security or (ii) any
affiliate of the the Sponsor who has any obligation with
respect to any Security, less than the full amount due pursuant
to the obligation, unless such instructions have been approved
by the Securities and Exchange Commission pursuant to Rule
17d-1 under the Investment Company Act of 1940.
The following Exhibits:
****Ex-3.(i) - Restated Certificate of Incorporation of
Prudential Securities Incorporated dated
March 29, 1993.
*****Ex-3.(ii) - Revised By-Laws of Prudential Securities
Incorporated as amended through June 21,
1997.
+Ex-4 - Trust Indenture and Agreement dated
September 6, 1989.
*Ex-8 - Opinion of Kopesky & Welke, LLP.
*Ex-23 - Consent of Kenny S&P Evaluation Services, a
division of J.J. Kenny Co., Inc. (as
evaluator).
***Ex-24 - Powers of Attorney executed by a majority of
the Board of Directors of Prudential
Securities Incorporated.
*Ex-27 - Financial Data Schedule for Series 168.
*Ex-27.1 - Financial Data Schedule for Multistate
Series 63 (California).
*Ex-27.2 - Financial Data Schedule for Multistate
Series 63 (New York)
II-1
<PAGE>
*Ex-27.3 - Financial Data Schedule for Multistate
Series 62 (New York).
Ex-99 Information as to Officers and Directors of
Prudential Securities Incorporated is
incorporated by reference to Schedules A and
D of Form BD filed by Prudential Securities
Incorporated pursuant to Rules l5b1-1 and
l5b3-1 under the Securities Exchange Act of
1934 (1934 Act File No. 8-16267).
**Ex-99.2 - Affiliations of Sponsor with other investment
companies.
**Ex-99.3 - Broker's Blanket Policies, Standard Form No. 14
in the aggregate amount of $62,500,000.
+Ex-99.4 - Investment Advisory Agreement.
_________________________
* Filed herewith.
** Incorporated by reference to exhibit of same designation filed
with the Securities and Exchange Commission as an exhibit to
the Registration Statement under the Securities Act of 1933 of
Prudential Unit Trusts, Insured Tax-Exempt Series 1,
Registration No. 6-89263.
*** Incorporated by reference to exhibits of same designation filed
with the Securities and Exchange Commission as an exhibit to
the Registration Statement under the Securities Act of 1933 of
National Municipal Trust Series 172, Registration No. 33-54681
and National Equity Trust, Top Ten Portfolio Series 3,
Registration No. 333-15919.
**** Incorporated by reference to exhibit of same designation filed
with the Securities and Exchange Commission as an exhibit to
the Registration Statement under the Securities Act of 1933 of
Government Securities Equity Trust Series 5, Registration No.
33-57992.
***** Incorporated by reference to exhibit of same designation filed
with the Securities and Exchange Commission as an exhibit to
the Registration Statement under the Securities Act of 1933 of
National Municipal Trust, Series 186, Registration No.
33-54697.
+ Incorporated by reference to exhibit of same designation filed
with the Securities and Exchange Commission as an exhibit to
the Registration Statement under the Securities Act of 1933 of
National Municipal Trust, Insured Series 43, Registration No.
33-29314.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, National Municipal Trust, Series 168 and Multistate 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 Registration Statement or amendments thereto
to be signed on its behalf by the undersigned thereunto duly authorized, in
the City of New York, and State of New York on the 19th day of August,
1997.
NATIONAL MUNICIPAL TRUST,
Series 168
Multistate Series 63
(Registrant)
By PRUDENTIAL SECURITIES INCORPORATED
(Depositor)
By the following persons,* who
constitute a majority of the
Board of Directors of Prudential
Securities Incorporated
Alan D. Hogan
A. Laurence Norton, Jr.
Leland B. Paton
Martin Pfinsgraff
Vincent T. Pica II
Hardwick Simmons
Lee B. Spencer, Jr.
By __/s/ Kenneth Swankie ___
(Kenneth Swankie,
Senior Vice President,
Manager--Unit Investment
Trust Department,
as authorized
signatory for Prudential Securities
Incorporated and Attorney-
in-Fact for the persons
listed above)
_____________________
* Pursuant to Powers of Attorney previously filed.
II-3
<PAGE>
CONSENT OF COUNSEL
The consents of counsel to the use of their names in the
Prospectus included in this Registration Statement are contained in their
opinions filed as Exhibit 5 and 8-CA to the Registration Statement.
II-4
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report, dated July 15, 1997, accompanying the
financial statements of the National Municipal Trust Series 168 (Uninsured)
and Multistate Series 63 consisting of the California Trust (Insured) and
the New York Trust (Insured) included herein and to the reference to our
Firm as experts under the heading "Auditors" in the Prospectus which is a
part of this registration statement.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
August 18, 1997
New York, New York
II-5
<PAGE>
Ex-8
Letterhead of Kopesky & Welke, LLP
August 20, 1997
Prudential Securities Incorporated
One New York Plaza
New York, NY 10292
Re: National Municipal Trust
Multistate Series 63
Gentlemen:
Pursuant to your request, we have reviewed the opinion included
in the Prospectus for the captioned Series expressed by prior California
counsel to the Sponsor regarding the California income and property tax
status of the above-captioned Series of the National Municipal Trust. We
are of the opinion that such opinion, a copy of which is included in the
Prospectus for the above-captioned Series, remains valid and that no change
has occurred which would require a change to such opinion and you may rely
on it in connection with the filing of a Post Effective Amendment to such
Series.
We consent to the use of our name under the caption "Supplement
to Part B - Tax Status" in the Prospectus comprising a part of the above-
captioned Post Effective Amendment and we consent to the filing of this
opinion as an exhibit to said Post Effective Amendment.
Very truly yours,
Kopesky & Welke
<PAGE>
<PAGE>
Exhibit 23
Letterhead of Kenny S&P Evaluation Services
(a division of J.J. Kenny Co., Inc.)
August 20, 1997
Prudential Securities Incorporated
1 New York Plaza
New York, NY 10292
Re: National Municipal Trust,
Post-Effective Amendment No. 3
Series 168
Gentlemen:
We have examined the post-effective Amendment to the Registration
Statement File No. 33-52461 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 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
above-referenced Amendment to the Registration Statement for the respective
bonds comprising the trust portfolio are the ratings currently indicated in
our KENNYBASE database as of the date of the evaluation report.
You are hereby authorized to file a copy of this letter with the
Securities and Exchange Commission.
Sincerely,
Frank A. Ciccotto
Frank A. Ciccotto
Vice President
<PAGE>
Exhibit 23
Letterhead of Kenny S&P Evaluation Services
(a division of J.J. Kenny Co., Inc.)
August 20, 1997
Prudential Securities Incorporated
1 New York Plaza
New York, NY 10292
Re: National Municipal Trust,
Post-Effective Amendment No. 3
Multistate Series 63
Gentlemen:
We have examined the post-effective Amendment to the Registration
Statement File No. 33-66104 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
above-referenced Amendment to the Registration Statement for the respective
bonds comprising the trust portfolio are the ratings currently indicated in
our KENNYBASE database as of the date of the evaluation report.
You are hereby authorized to file a copy of this letter with the
Securities and Exchange Commission.
Sincerely,
Frank A. Ciccotto
Frank A. Ciccotto
Vice President
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> THE SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS
FOR NMT SERIES 168 (UNINSURED)
AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
</LEGEND>
<RESTATED>
<CIK> 0000904359
<NAME> NATIONAL MUNICIPAL TRUST
SERIES 168 (UNINSURED)
<SERIES>
<NAME> NATIONAL MUNICIPAL TRUST
SERIES (UNINSURED)
<NUMBER> 168
<MULTIPLIER> 1
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> Apr-30-1997
<PERIOD-START> May-1-1996
<PERIOD-END> Apr-30-1997
<INVESTMENTS-AT-COST> 7,528,501
<INVESTMENTS-AT-VALUE> 7,963,176
<RECEIVABLES> 108,134
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 8,071,310
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 83,566
<TOTAL-LIABILITIES> 83,566
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 7,528,541
<SHARES-COMMON-STOCK> 8,000
<SHARES-COMMON-PRIOR> 8,000
<ACCUMULATED-NII-CURRENT> 24,528
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 434,675
<NET-ASSETS> 7,987,744
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 514,213
<OTHER-INCOME> 3,556
<EXPENSES-NET> 17,696
<NET-INVESTMENT-INCOME> 500,073
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 185,076
<NET-CHANGE-FROM-OPS> 685,149
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 499,840
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 184,960
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 349
<ACCUMULATED-NII-PRIOR> 27,850
<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>
<ARTICLE> 6
<LEGEND> THE SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS
FOR NMT M/S 63 CALIF. TRUST
(INSURED) AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS
</LEGEND>
<RESTATED>
<CIK> 0000914779
<NAME> NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 63
CALIFORNIA TRUST
(INSURED)
<SERIES>
<NAME> NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 63
CALIFORNIA TRUST (INSURED)
<NUMBER> 1
<MULTIPLIER> 1
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> Apr-30-1997
<PERIOD-START> May-1-1996
<PERIOD-END> Apr-30-1997
<INVESTMENTS-AT-COST> 2,808,710
<INVESTMENTS-AT-VALUE> 2,990,005
<RECEIVABLES> 76,590
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,066,595
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 67,581
<TOTAL-LIABILITIES> 67,581
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,808,710
<SHARES-COMMON-STOCK> 3,000
<SHARES-COMMON-PRIOR> 3,000
<ACCUMULATED-NII-CURRENT> 9,009
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 181,295
<NET-ASSETS> 2,999,014
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 179,750
<OTHER-INCOME> 0
<EXPENSES-NET> 6,690
<NET-INVESTMENT-INCOME> 173,060
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 54,217
<NET-CHANGE-FROM-OPS> 227,277
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 174,090
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 53,187
<ACCUMULATED-NII-PRIOR> 10,039
<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>
<ARTICLE> 6
<LEGEND> THE SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS
FOR NMT MULTISTATE SERIES 63 NY
TRUST (INSURED) AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS
</LEGEND>
<RESTATED>
<CIK> 0000914779
<NAME> NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 63
NEW YORK TRUST
(INSURED)
<SERIES>
<NAME> NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 63
NEW YORK TRUST (INSURED)
<NUMBER> 2
<MULTIPLIER> 1
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> Apr-30-1997
<PERIOD-START> May-1-1996
<PERIOD-END> Apr-30-1997
<INVESTMENTS-AT-COST> 3,403,964
<INVESTMENTS-AT-VALUE> 3,608,558
<RECEIVABLES> 64,748
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,673,306
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 54,225
<TOTAL-LIABILITIES> 54,225
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,403,964
<SHARES-COMMON-STOCK> 3,615
<SHARES-COMMON-PRIOR> 3,615
<ACCUMULATED-NII-CURRENT> 10,523
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 204,594
<NET-ASSETS> 3,619,081
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 215,144
<OTHER-INCOME> 1,507
<EXPENSES-NET> 7,628
<NET-INVESTMENT-INCOME> 209,023
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 60,288
<NET-CHANGE-FROM-OPS> 269,311
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 208,260
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 61,051
<ACCUMULATED-NII-PRIOR> 11,267
<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>
