<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 17, 1994
REGISTRATION NO. 33-52529
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1
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:
TAX EXEMPT SECURITIES TRUST, SERIES 389
B. NAMES OF DEPOSITORS:
SMITH BARNEY SHEARSON INC.
KIDDER, PEABODY & CO. INCORPORATED
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
SMITH BARNEY SHEARSON INC. KIDDER, PEABODY & CO. INCORPORATED
1345 Avenue of the Americas 60 Broad Street
New York, New York 10105 New York, New York 10004
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
STEPHEN J. TREADWAY GILBERT R. OTT, JR.
Smith Barney Shearson Inc. Kidder, Peabody & Co. Incorporated
1345 Avenue of the Americas 10 Hanover Square
New York, New York 10105 New York, New York 10005
COPY TO:
PIERRE DE SAINT PHALLE, ESQ.
Davis Polk & Wardwell
450 Lexington Ave.
New York, New York 10017
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
AN INDEFINITE NUMBER OF UNITS OF BENEFICIAL INTEREST PURSUANT TO RULE 24F-2
PROMULGATED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
F. PROPOSED MAXIMUM AGGREGATE OFFERING PRICE TO THE PUBLIC OF THE SECURITIES
BEING REGISTERED:
INDEFINITE
G. AMOUNT OF FILING FEE;
$500 (AS REQUIRED BY RULE 24F-2)
H. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
[X] Check box if it is proposed that this filing will become effective
immediately upon filing pursuant to Rule 487.
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- --------------------------------------------------------------------------------
<PAGE>
---------------------------------------------------------
Series 389
TAX EXEMPT California Trust 131 Massachusetts Trust 76
SECURITIES
TRUST UNITS Connecticut Trust 93 Pennsylvania Trust 108
- ---------------------- ---------------------------------------------------
11,500 UNITS
INVESTORS SHOULD READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
IN THE OPINION OF COUNSEL UNDER EXISTING LAW, INTEREST INCOME TO THE TRUSTS AND
TO UNIT HOLDERS (EXCEPT IN CERTAIN INSTANCES DEPENDING UPON THE UNIT HOLDERS)
IS EXEMPT FROM REGULAR FEDERAL INCOME TAX AND FROM CERTAIN STATE AND LOCAL
PERSONAL INCOME TAXES, TO THE EXTENT INDICATED, IN THE STATE FOR WHICH A STATE
TRUST IS NAMED. CAPITAL GAINS, IF ANY, ARE SUBJECT TO TAX.
THE TAX EXEMPT SECURITIES TRUST, SERIES 389 consists of separate underlying
unit investment trusts designated as California Trust 131, Connecticut Trust
93, Massachusetts Trust 76 and Pennsylvania Trust 108 ( the "California Trust,"
the "Connecticut Trust", the "Massachusetts Trust," and the "Pennsylvania
Trust," collectively, the "State Trusts" or, singularly, the "State Trust")
(the "Trusts" or the "Trust" as the context requires). Each Trust was formed
for the purpose of obtaining for its Unit holders tax-exempt interest income
and conservation of capital through investment in a fixed portfolio of
municipal bonds rated at the time of deposit in the category A or better by
Standard & Poor's Corporation, Moody's Investors Service or Fitch Investors
Service, Inc. (See "Portfolio of Securities".) Each State Trust is comprised of
a fixed portfolio of interest-bearing obligations issued primarily by or on
behalf of the state for which such State Trust is named and counties,
municipalities, authorities or political subdivisions thereof. The interest on
all bonds in each Trust is in the opinion of counsel under existing law, with
certain exceptions, exempt from regular Federal income taxes (see Part B,
"Taxes") and from certain state and local personal income taxes) in the state
for which a State Trust is named, but may be subject to other state and local
taxes. (See discussions of State and local taxes in Part C.)
THE PUBLIC OFFERING PRICE of the Units of each Trust during the initial public
offering period is equal to the aggregate offering price of the underlying
bonds in the Trust's portfolio divided by the number of Units outstanding in
such Trust, plus a sales charge. The Public Offering Price of the Units of each
Trust following the initial public offering period is equal to the aggregate
bid price of the underlying bonds in the Trust's portfolio divided by the
number of Units outstanding in such Trust, plus a sales charge. During the
initial public offering period the sales charge is equal to 4.70% of the Public
Offering Price (4.932% of the aggregate offering price of the bonds per Unit)
for each Trust, and following the initial public offering period this charge
will be equal to 5.00% of the Public Offering Price (5.263% of the aggregate
bid price of the bonds per Unit) for each Trust. See Part B, "Public Offering--
Distribution of Units" for a description of the initial public offering period.
If the Units had been available for sale on March 16, 1994, the Public Offering
Price per Unit (including the sales charge) would have been $1,025.28, $987.59,
$1,015.31 and $1,016.95 for the California Trust, Connecticut Trust,
Massachusetts Trust and Pennsylvania Trust, respectively. In addition, there
will be added an amount equal to accrued interest from the day after the Date
of Deposit to the date of settlement (normally five business days after
purchase).
THE SPONSORS, although not obligated to do so, intend to maintain a market for
the Units of the Trusts at prices based upon the aggregate bid price of the
underlying bonds, as more fully described under "Public Offering--Market for
Units" in Part B. If such a market is not maintained, a Unit holder may be able
to dispose of his Units only through redemption, at prices that are also based
upon the aggregate bid price of the underlying bonds.
MONTHLY DISTRIBUTIONS of principal and interest received by each Trust will be
made on or shortly after the fifteenth day of each month to holders of record
on the first day of that month. For further information regarding the
distributions by each Trust, see "Summary of Essential Information".
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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.
- --------------------------------------------------------------------------------
The date of this Prospectus is March 17, 1994
<PAGE>
TAX EXEMPT SECURITIES TRUST, SERIES 389
SUMMARY OF ESSENTIAL INFORMATION AS OF MARCH 16, 1994 +
SPONSORS RECORD DATES
Smith Barney Shearson Inc.
Kidder, Peabody & Co. The first day of each month,
Incorporated commencing April 1, 1994
DISTRIBUTION DATES
TRUSTEE
United States Trust Company of The fifteenth day of each
New York month,** commencing April 15,
1994
EVALUATOR EVALUATION TIME
Kenny S & P Evaluation As of 1:00 P.M. on the Date of
Services, Deposit. Thereafter, as of
a division of Kenny Information 4:00 P.M. New York Time.
Systems, Inc.
EVALUATOR'S FEE
DATE OF DEPOSIT AND OF TRUST
AGREEMENT
The Evaluator will receive a
fee of $.30 per bond per
evaluation. (See Part B,
"Evaluator--Responsibility"
and "Public Offering--Offering
Price".)
March 16, 1994
MANDATORY TERMINATION DATE*
Each Trust will terminate on the
date of maturity, redemption,
sale or other disposition of the
last Bond held in the Trust.
SPONSORS' ANNUAL PORTFOLIO
SUPERVISION FEE***
Maximum of $.25 per $1,000
face amount of the underlying
Bonds.
- -------
+ The Date of Deposit. The Date of Deposit is the date on which the Trust
Agreement was signed and the deposit with the Trustee was made.
* The actual date of termination of each trust may be considerably earlier
(see Part B, "Amendment and Termination of the Trust Agreement--
Termination").
** The first monthly income distribution of $2.25, $2.04, $2.17, and $2.16
for the California Trust, Connecticut Trust, Massachusetts Trust and
Pennsylvania Trust, respectively, will be made on April 15, 1994.
***In addition to this amount the Sponsors may be reimbursed for bookkeeping
and other administrative expenses not exceeding their actual costs.
A-2
<PAGE>
<TABLE>
<CAPTION>
CALIFORNIA CONNECTICUT MASSACHUSETTS PENNSYLVANIA
TRUST 131 TRUST 93 TRUST 76 TRUST 108
----------- ------------ -------------- -------------
<S> <C> <C> <C> <C>
Principal Amount of Bonds in Trust $3,000,000 $2,500,000 $3,000,000 $3,000,000
Number of Units.......................................................... 3,000 2,500 3,000 3,000
Principal Amount of Bonds in Trust per Unit.............................. $ 1,000 $ 1,000 $ 1,000 $ 1,000
Fractional Undivided Interest in Trust per Unit.......................... 1/3,000 1/2,500 1/3,000 1/3,000
Minimum Value of Trust:
Trust Agreement may be Terminated if Principal Amount is less than $1,500,000 $1,250,000 $1,500,000 $1,500,000
Calculation of Public Offering Price per Unit*:
Aggregate Offering Price of Bonds in Trust.............................. $2,931,284 $2,352,917 $2,902,759 $2,907,445
========== ========== ========== ==========
Divided by Number of Units.............................................. $ 977.09 $ 941.17 $ 967.59 $ 969.15
Plus: Sales Charge (4.70% of the Public Offering Price)................. $ 48.19 $ 46.42 $ 47.72 $ 47.80
---------- ---------- ---------- ----------
Public Offering Price per Unit.......................................... $ 1,025.28 $ 987.59 $ 1,015.31 $ 1,016.95
Plus: Accrued Interest*................................................. $ 1.12 $ 1.02 $ 1.08 $ 1.08
---------- ---------- ---------- ----------
Total................................................................ $ 1,026.40 $ 988.61 $ 1,016.39 $ 1,018.03
========== ========== ========== ==========
Sponsors' Initial Repurchase Price per Unit (per Unit Offering Price of
Bonds)*................................................................. $ 977.09 $ 941.17 $ 967.59 $ 969.15
Approximate Redemption Price per Unit (per Unit Bid Price of Bonds)**.... $ 973.09 $ 937.17 $ 963.59 $ 965.15
---------- ---------- ---------- ----------
Difference Between per Unit Offering and Bid Prices of Bonds............. $ 4.00 $ 4.00 $ 4.00 $ 4.00
========== ========== ========== ==========
Calculation of Estimated Net Annual Income per Unit
Estimated Annual Income per Unit........................................ $ 60.20 $ 54.88 $ 58.02 $ 57.88
Less: Estimated Trustee's Annual Fee***................................. $ 1.35 $ 1.41 $ 1.34 $ 1.33
Less: Other Estimated Annual Expenses................................... $ .89 $ .79 $ .88 $ .87
---------- ---------- ---------- ----------
Estimated Net Annual Income per Unit.................................... $ 57.96 $ 52.68 $ 55.80 $ 55.68
========== ========== ========== ==========
Calculation of Monthly Income Distribution per Unit:
Estimated Net Annual Income per Unit.................................... $ 57.96 $ 52.68 $ 55.80 $ 55.68
Divided by 12........................................................... $ 4.83 $ 4.39 $ 4.65 $ 4.64
Accrued interest from the day after the Date of Deposit to the first
record
date**................................................................ $ 2.25 $ 2.04 $ 2.17 $ 2.16
First distribution per unit.............................................. $ 2.25 $ 2.04 $ 2.17 $ 2.16
Daily Rate (360-day basis) of Income Accrual per Unit.................... $ .1610 $ .1463 $ .1550 $ .1546
Estimated Current Return based on Public Offering Price****.............. 5.65% 5.33% 5.50% 5.48%
Estimated Long-Term Return****........................................... 5.64% 5.39% 5.49% 5.45%
- ---------------
</TABLE>
* Accrued interest will be added from the day after the Date of Deposit to
the date of settlement (normally five business days after purchase).
** This figure will also include accrued interest from the day after the
Date of Deposit to the date of settlement (normally five business days
after purchase) and the net of cash on hand in the relevant Trust, accrued
expenses of such Trust and amounts distributable to holders of record of
Units of such Trust as of a date prior to the computation date, on a pro
rata share basis. (See Part B, "Redemption of Units -- Computation of
Redemption Price per Unit.")
*** Per $1,000 principal amount of Bonds, plus expenses. (See Part B,
"Rights of Unit Holders -- Distribution of Interest and Principal.")
**** The Estimated Current Return is calculated by dividing the Estimated
Net Annual Interest Income per Unit by the Public Offering Price per Unit.
The Estimated Net Annual Interest 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 Bonds
while the Public Offering Price will vary with changes in the offering
price of the underlying Bonds; 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 using a formula which
(1) 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 Bonds in the Trust and (2) takes into account the expenses and
sales charge associated with each Unit. Since the market values and
estimated retirements of the Bonds 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 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 Date of Deposit. The effect of the delay in the payment to
Unit holders for the first few months of Trust operations, which results
in a lower true return to Unit holders, is not reflected in either
calculation (a projected cash flow statement as of the Date of Deposit is
available upon request from the Trustee).
A-3
<PAGE>
PORTFOLIO SUMMARY AS OF DATE OF DEPOSIT
SERIES 389
CALIFORNIA TRUST 131
The Portfolio of the California Trust contains 10 issues of Bonds of issuers
located in the State of California. All of the issues are payable from the
income of specified projects or authorities and are not supported by the
issuer's power to levy taxes. Although income to pay such Bonds may be derived
from more than one source, the primary sources of such income and the
percentage* of the Bonds in this Trust deriving income from such sources are
as follows: hospital and health care facilities: 26.5%; housing facilities:
15.9%; transportation facilities: 26.1%; industrial development facilities:
8.4%; educational facilities: 15.5%; lease rental payments: 7.6%. The trust is
considered to be concentrated in hospital/health care issues and
transportation issues.+ (See Part B, "Tax Exempt Securities Trust--Portfolio--
Risk Factors" for a brief summary of additional considerations relating to
certain of these issues.) Four Bonds in this Trust have been issued with an
"original issue discount." (See Part B, "Taxes.") the average life to maturity
of the Bonds in the California Trust is 24.2 years.
As of the Date of Deposit, 79.4% of the Bonds in this Trust are rated by
Standard & Poor's Corporation (15.9% rated AAA, 7.0% rated AA and 56.5% rated
A); 20.6% are rated by Moody's Investors Service (8.4% rated Aa and 12.2%
rated A). For a description of the meaning of the applicable rating symbols as
published by the rating agencies, see Part B, "Bond Ratings." It should be
emphasized, however, that the ratings of the rating agencies represent their
opinions as to the quality of the Bonds which they undertake to rate, and that
these ratings are general and are not absolute standards of quality and may
change from time to time.
16.9% of the Bonds in the California Trust were acquired from a Sponsor as
sole underwriter or from an underwriting syndicate in which a Sponsor
participated, or otherwise from a Sponsor's own organization. (See Part B,
"Public Offering--Sponsors' and Underwriters' Profits.")
CONNECTICUT TRUST 93
The Portfolio of the Connecticut Trust contains 8 issues of Bonds of issuers
located in the State of Connecticut and the Commonwealth of Puerto Rico. Of
the Bonds in this Trust one was issued by an issuer in the Commonwealth of
Puerto Rico (representing 9.9% of the Bonds in the Trust) and that issue was
issued to finance highway facilities. The remaining issues are payable from
the income of specified projects or authorities and are not supported by the
issuer's power to levy taxes. Although income to pay such Bonds may be derived
from more than one source, the primary sources of such income and the
percentage* of the Bonds in this Trust deriving income from such sources are
as follows: hospital and health care facilities: 15.4%; housing facilities:
26.1%; power facilities: 9.4%; educational facilities: 19.7%; water and sewer
facilities: 19.5%. The trust is considered to be concentrated in housing
issues.+ (See Part B, "Tax Exempt Securities Trust--Portfolio--Risk Factors"
for a brief summary of additional considerations relating to certain of these
issues.) Five Bonds in this Trust have been issued with an "original issue
discount." (See Part B, "Taxes.") the average life to maturity of the Bonds in
the Connecticut Trust is 26.7 years.
As of the Date of Deposit, 100% of the Bonds in this Trust are rated by
Standard & Poor's Corporation (34.8% rated AAA, 35.7% rated AA and 29.5% rated
A). For a description of the meaning of the applicable rating symbols as
published by the rating agencies, see Part B, "Bond Ratings." It should be
emphasized, however, that the ratings of the rating agencies represent their
opinions as to the quality of the Bonds which they undertake to rate, and that
these ratings are general and are not absolute standards of quality and may
change from time to time.
One of the Bonds in the Connecticut Trust were acquired from a Sponsor as
sole underwriter or from an underwriting syndicate in which a Sponsor
participated, or otherwise from a Sponsor's own organization. (See Part B,
"Public Offering--Sponsors' and Underwriters' Profits.")
- -------
*Percentages computed on the basis of the aggregate offering price of the
Bonds in the Trust on the Date of Deposit.
+ A Trust is considered to be "concentrated" in a particular category when the
Bonds in that category constitute 25% or more of the aggregate offering
price of the Bonds in the Trust.
A-4
<PAGE>
MASSACHUSETTS TRUST 76
The Portfolio of the Massachusetts Trust contains 8 issues of Bonds of
issuers located in the Commonwealth of Massachusetts All of the issues are
payable from the income of specified projects or authorities and are not
supported by the issuer's power to levy taxes. Although income to pay such
Bonds may be derived from more than one source, the primary sources of such
income and the percentage* of the Bonds in this Trust deriving income from
such sources are as follows: hospital and health care facilities: 44.1%;
housing facilities: 25.5%; transportation facilities: 17.4%; water and sewer
facilities. 13.0%; The Trust is considered to be concentrated in
hospital/health care issues and housing issues.+ (See Part B, "Tax Exempt
Securities Trust--Portfolio--Risk Factors" for a brief summary of additional
considerations relating to certain of these issues.) Six Bonds in this Trust
have been issued with an "original issue discount." (See Part B, "Taxes.") the
average life to maturity of the Bonds in the Massachusetts Trust is 28.5
years.
As of the Date of Deposit, 100% of the Bonds in this Trust are rated by
Standard & Poor's Corporation (56.5% rated AAA and 43.5% rated A). For a
description of the meaning of the applicable rating symbols as published by
the rating agencies, see Part B, "Bond Ratings." It should be emphasized,
however, that the ratings of the rating agencies represent their opinions as
to the quality of the Bonds which they undertake to rate, and that these
ratings are general and are not absolute standards of quality and may change
from time to time.
10.4% of the Bonds in the Massachusetts Trust were acquired from a Sponsor
as sole underwriter or from an underwriting syndicate in which a Sponsor
participated, or otherwise from a Sponsor's own organization. (See Part B,
"Public Offering--Sponsors' and Underwriters' Profits.")
PENNSYLVANIA TRUST 108
The Portfolio of the Pennsylvania Trust contains 8 issues of Bonds of
issuers located in the Commonwealth of Pennsylvania All of the issues are
payable from the income of specified projects or authorities and are not
supported by the issuer's power to levy taxes. Although income to pay such
Bonds may be derived from more than one source, the primary sources of such
income and the percentage* of the Bonds in this Trust deriving income from
such sources are as follows: hospital and health care facilities: 33.8%;
housing facilities: 16.8%; pollution control facilities: 15.9%; educational
facilities: 17.1%; special tax: 16.4%. The Trust is considered to be
concentrated in hospital issues.+ (See Part B, "Tax Exempt Securities Trust--
Portfolio--Risk Factors" for a brief summary of additional considerations
relating to certain of these issues.) All of the Bonds in this Trust have been
issued with an "original issue discount." (See Part B, "Taxes.") the average
life to maturity of the Bonds in the Pennsylvania Trust is 28.9 years.
As of the Date of Deposit, 91.4% of the Bonds in this Trust are rated by
Standard & Poor's Corporation (82.8% rated AAA, and 8.6% rated A); 8.6% are
rated Aa by Moody's Investors Service. For a description of the meaning of the
applicable rating symbols as published by the rating agencies, see Part B,
"Bond Ratings." It should be emphasized, however, that the ratings of the
rating agencies represent their opinions as to the quality of the Bonds which
they undertake to rate, and that these ratings are general and are not
absolute standards of quality and may change from time to time.
28.5% of the Bonds in the Pennsylvania Trust were acquired from a Sponsor as
sole underwriter or from an underwriting syndicate in which a Sponsor
participated, or otherwise from a Sponsor's own organization. (See Part B,
"Public Offering--Sponsors' and Underwriters' Profits.")
- -------
* Percentages computed on the basis of the aggregate offering price of the
Bonds in the Trust on the Date of Deposit.
+ A Trust is considered to be "concentrated" in a particular category when the
Bonds in that category constitute 25% or more of the aggregate offering price
of the Bonds in the Trust.
A-5
<PAGE>
UNDERWRITING
The names and addresses of the Underwriters and the number of Units to be
sold by them are as follows:
<TABLE>
<CAPTION>
UNITS
-------------------------------------------------
CALIFORNIA CONNECTICUT MASSACHUSETTS PENNSYLVANIA
TRUST 131 TRUST 93 TRUST 76 TRUST 108
---------- ----------- ------------- ------------
<S> <C> <C> <C> <C>
Smith Barney Shearson Inc. .. 2,050 1,900 1,900 2,650
1345 Avenue of the Americas
New York, New York 10105
Kidder, Peabody & Co. Incor-
porated..................... 750 250 1,000 250
60 Broad Street
New York, New York 10004
Gruntal & Co. Incorporated... -- 250 100 --
14 Wall Street
New York, New York 10005
Janney Montgomery Scott
Inc. ....................... -- -- -- 100
1801 Market Street
Philadelphia, Pennsylvania
19103
M.L. Stern & Co. Inc. ....... 100 -- -- --
8350 Wilshire Boulevard
Beverly Hills, California
90211
Nathan & Lewis Securities,
Inc. ....................... -- 100 -- --
119 West 40th Street
New York, New York 10018
Sutro & Co. Inc. ............ 100 -- -- --
201 California Street
San Francisco, California
94111
----- ----- ----- -----
Totals....................... 3,000 2,500 3,000 3,000
===== ===== ===== =====
</TABLE>
A-6
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Sponsors and Unit Holders of
Tax Exempt Securities Trust, Series 389:
We have audited the accompanying statements of financial condition, including
the portfolios of securities, of Tax Exempt Securities Trust, Series 389
(comprising, respectively, California Trust 131, Connecticut Trust 93,
Massachusetts Trust 76 and Pennsylvania Trust 108) as of March 16, 1994. These
financial statements are the responsibility of the Trustee (see note 5 to the
statements of financial condition). 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 with the Trustee of an irrevocable letter of credit deposited on
March 16, 1994, for the purchase of securities, as shown in the statements of
financial condition and the portfolios of securities. An audit also includes
assessing the accounting principles used and 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 each of the respective trusts
constituting Tax Exempt Securities Trust, Series 389 as of March 16, 1994, in
conformity with generally accepted accounting principles.
KPMG PEAT MARWICK
New York, N.Y.
March 16, 1994
A-7
<PAGE>
TAX EXEMPT SECURITIES TRUST, SERIES 389
STATEMENTS OF FINANCIAL CONDITION
AS OF DATE OF DEPOSIT, MARCH 16, 1994
<TABLE>
<CAPTION>
SERIES 389
----------------------------------------------------
TRUST PROPERTY
----------------------------------------------------
CALIFORNIA CONNECTICUT MASSACHUSETTS PENNSYLVANIA
TRUST 131 TRUST 93 TRUST 76 TRUST 108
---------- ----------- ------------- ------------
<S> <C> <C> <C> <C>
Investment in Tax-Exempt Securities:
Bonds represented by purchase contracts backed by letter of credit (1)..... $2,931,284 $2,352,917 $2,902,759 $2,907,445
Accrued interest through the Date of Deposit on underlying bonds (1)(2)..... 34,661 29,166 25,072 35,085
---------- ---------- ---------- ----------
Total.................................................................. $2,965,945 $2,382,083 $2,927,831 $2,942,530
========== ========== ========== ==========
<CAPTION>
LIABILITY AND INTEREST OF UNIT HOLDERS
--------------------------------------
<S> <C> <C> <C> <C>
Liability:
Accrued interest through the Date of Deposit on underlying bonds (1)(2).... $ 34,661 $ 29,166 $ 25,072 $ 35,085
---------- ---------- ---------- ----------
Interest of Unit Holders:
Units of fractional undivided interest outstanding (California Trust 131:
3,000; Connecticut Trust 93: 2,500; Massachusetts Trust 76: 3,000;
Pennsylvania Trust 108: 3,000)
Cost to investors (3)................................................... 3,075,855 2,468,963 3,045,923 3,050,840
Less -- Gross underwriting commission (4)............................... 144,571 116,046 143,164 143,395
---------- ---------- ---------- ----------
Net amount applicable to investors...................................... 2,931,284 2,352,917 2,902,759 2,907,445
---------- ---------- ---------- ----------
Total.................................................................. $2,965,945 $2,382,083 $2,927,831 $2,942,530
========== ========== ========== ==========
- ---------------
</TABLE>
(1) Aggregate cost to each Trust of the Bonds listed under the Portfolios of
Securities on the immediately following pages is based on offering prices as
of 1:00 P.M. on March 16, 1994, the Date of Deposit, determined by the
Evaluator on the basis set forth in Part B, "Public Offering -- Offering
Price." Morgan Guaranty Trust Company of New York issued an irrevocable
letter of credit in the aggregate principal amount of $14,000,000 which was
deposited with the Trustee for the purchase of $11,500,000 principal amount
of Bonds pursuant to contracts to purchase such Bonds at the Sponsor's
aggregate cost of $11,010,750 plus $123,984 representing accrued interest
thereon through the Date of Deposit.
(2) The Indenture provides that the Trustee will advance amounts equal to the
accrued interest on the underlying securities of each Trust (net of accrued
expenses) through the Date of Deposit and that such amounts will be
distributed to the Sponsors as Unit holders of record on such date, as set
forth in Part B, "Rights of Unit Holders -- Distribution of Interest and
Principal."
(3) Aggregate public offering price (exclusive of interest) computed on 3,000
Units each of the California Trust, the Massachusetts Trust and the
Pennsylvania Trust, and on 2,500 Units of the Connecticut Trust, on the
basis set forth in Part B, "Public Offering -- Offering Price."
(4) Sales charge of 4.70% computed on 3,000 Units each of the California Trust,
Massachusetts Trust and the Pennsylvania Trust, and on 2,500 Units on the
Connecticut Trust, on the basis set forth in Part B, "Public Offering --
Offering Price."
(5) The Trustee has custody of and responsibility for all accounting and
financial books, records, financial statements and related data of each
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
each Trust. The Trustee is also responsible for all estimates and accruals
reflected in each Trust's financial statements. The Evaluator determines the
price for each underlying Bond included in each Trust's Portfolio of
Securities on the basis set forth in Part B, "Public Offering -- Offering
Price." Under the Securities Act of 1933, as amended (the "Act"), the
Sponsors are deemed to be issuers of each Trust's Units. As such, the
Sponsors have the responsibility of issuers under the Act with respect to
financial statements of each Trust included in the Registration Statement
under the Act and amendment thereto.
A-8
<PAGE>
TAX EXEMPT SECURITIES TRUST, SERIES 389
CALIFORNIA TRUST 131--PORTFOLIO OF SECURITIES
AS OF MARCH 16, 1994
<TABLE>
<CAPTION>
Cost of Yield on Annual
Redemption Securities Date of Interest
Aggregate Securities Represented By Ratings Provisions to Trust Deposit Income
Principal Purchase Contracts (1) (2) (3)(4) (4) to Trust
--------- ------------------------- ------- ---------- --------- -------- --------
<C> <S> <C> <C> <C> <C> <C>
1. $ 200,000 California Health Facilities Financing Authority
Revenue Bonds, Kaiser Permanente, 6.50% Due AA 12/1/00 @ 102 $ 206,682 6.000% $ 13,000
12/1/2020 SF 12/1/16 @ 100
2. 400,000 Central California Joint Powers, Health Financing
Authority, Certificates of Participation, Community A* 2/1/03 @ 102 358,036 6.200 21,000
Hospitals of Central California Project, 5.25% Due SF 2/1/05 @ 100
2/1/2013
3. 250,000 Costa Mesa, California, Public Financing Authority
Refunding Revenue Bonds, Public Facilities Project, A+ 10/1/03 @ 102 223,127 6.100 13,125
5.25% Due 10/1/2018 SF 10/1/09 @ 100
4. 500,000 County of Los Angeles, California, Certificates of
Participation, Disney Parking Project, 6.50% Due A 3/1/03 @ 102 515,795 6.100 32,500
3/1/2023 SF 3/1/22 @ 100
5. 250,000 City of Sacramento, California, Refunding
Certificates of Participation, Sacramento Light A+ 7/1/01 @ 102 248,600 6.050 15,000
Rail Transit Project, 6.00% Due 7/1/2012 SF 7/1/08 @ 100
6. 240,000 San Bernardino County, California, Cerificates of
Participation, Medical Center Financing Project, A 8/1/04 @ 102 212,664 6.350 13,200
5.50% Due 8/1/2024 SF 8/1/23 @ 100
7. 250,000 The City of San Diego, California, Industrial
Development Revenue Refunding Bonds, San Diego Gas Aa3* 9/1/03 @ 102 245,235 6.050 14,750
& Electric Company, 5.90% Due 9/1/2018
8. 455,000 Standard School District, California, Certificates
of Participation, Capital Improvement Projects, A- 3/1/04 @ 102 455,000 6.250 28,437
6.25% Due 3/1/2014 SF 3/1/09 @ 100
9. 155,000 City of Vallejo, California, Mortgage Revenue
Refunding Bonds, FHA Insured Mortgage Loan, Sea AAA 5/1/03 @ 102 147,221 6.000 8,758
Breeze Apartments Project, 5.65% Due 5/1/2027 SF 11/1/03 @ 100
10. 300,000 City of Vista, California, Multifamily Housing
Revenue Refunding Bonds, Vista Hacienda Project, AAA 4/1/02 @ 102 318,924 6.100 20,850
6.95% Due 4/1/2017 SF 4/1/03 @ 100
------------ ----------- ---------
$ 3,000,000 $ 2,931,284 $ 180,620
------------ ----------- ---------
------------ ----------- ---------
</TABLE>
The Notes following the Portfolios are an integral part of each Portfolio of
Securities.
A-9
<PAGE>
TAX EXEMPT SECURITIES TRUST, SERIES 389
CONNECTICUT TRUST 93--PORTFOLIO OF SECURITIES
AS OF MARCH 16, 1994
<TABLE>
<CAPTION>
Cost of Yield on Annual
Redemption Securities Date of Interest
Aggregate Securities Represented By Ratings Provisions to Trust Deposit Income
Principal Purchase Contracts (1) (2) (3)(4) (4) to Trust
--------- ------------------------- ------- ---------- ---------- -------- ---------
<C> <S> <C> <C> <C> <C> <C>
1. $ 155,000 State of Connecticut Health and Educational
Facilities Authority Revenue Refunding Bonds, AAA 7/1/03 @ 102 $ 137,848 5.800% $ 7,750
Lawrence and Memorial Hospital, 5.00% Due 7/1/2022 SF 7/1/14 @ 100
2. 250,000 State of Connecticut Health and Educational
Facilities Authority Revenue Bonds, Nursing Home AA- 11/1/04 @ 102 223,722 5.900 12,750
Program Issue, Saint Joseph's Living Center SF 11/1/15 @ 100
Project, 5.10% Due 11/1/2019
3. 500,000 State of Connecticut Health and Educational
Facilities Authority Revenue Bonds, The Taft School A 7/1/00 @ 102 462,810 5.900 26,250
Issue, 5.25% Due 7/1/2013 SF 7/1/09 @ 100
4. 500,000 Connecticut Housing Finance Authority, Housing
Mortgage Finance Program Bonds, 6.30% Due 5/15/2024 AA 5/15/03 @ 102 512,025 6.000 31,500
SF 5/15/13 @ 100
5. 100,000 Connecticut Housing Finance Authority, Housing
Mortgage Finance Program Bonds, 6.45% Due AA 11/15/02 @ 102 103,496 6.000 6,450
11/15/2011 SF 11/15/08 @100
6. 245,000 Connecticut Municipal Electric Energy Cooperative,
Power Supply System Revenue Bonds, 5.00% Due AAA 1/1/04 @ 102 221,316 5.750 12,250
1/1/2018 SF 1/1/14 @ 100
7. 500,000 Connecticut Development Authority, Water Facilities
Revenue Refunding Bonds, The Connecticut Water AAA 9/1/03 @ 100 459,420 5.850 26,500
Company Project, 5.30% Due 9/1/2028
8. 250,000 Puerto Rico Highway and Transporation Authority,
Highway Revenue Refunding Bonds, 5.50% Due 7/1/2019 A 7/1/03 @ 101.5 232,280 6.050 13,750
SF 7/1/16 @ 100
----------- ----------- ---------
$ 2,500,000 $ 2,352,917 $ 137,200
----------- ----------- ---------
----------- ----------- ---------
</TABLE>
The Notes following the Portfolios are an integral part of each Portfolio of
Securities.
A-10
<PAGE>
TAX EXEMPT SECURITIES TRUST, SERIES 389
MASSACHUSETTS TRUST 76--PORTFOLIO OF SECURITIES
AS OF MARCH 16, 1994
<TABLE>
<CAPTION>
Cost of Yield on Annual
Redemption Securities Date of Interest
Aggregate Securities Represented By Ratings Provisions to Trust Deposit Income
Principal Purchase Contracts (1) (2) (3)(4) (4) to Trust
--------- ------------------------- ------- ---------- ---------- -------- ---------
<C> <S> <C> <C> <C> <C> <C>
1. $ 500,000 Massachusetts Bay Transportation Authority, General
Transportation System Bonds, 6.10% Due 3/1/2023 A+ 3/1/02 @ 102 $ 503,690 6.000% $ 30,500
SF 3/1/14 @ 100
2. 250,000 Massachusetts Health and Educational Facilities
Authority Revenue Bonds, Lahey Clinic Medical AAA 7/1/03 @ 102 231,780 5.900 13,437
Center Issue, 5.375% Due 7/1/2023 SF 7/1/16 @ 100
3. 395,000 Massachusetts Health and Educational Facilities
Authority Revenue Bonds, Melrose-Wakefield Hospital A- 7/1/02 @ 100 381,349 6.150 23,206
Issue, 5.875% Due 7/1/2018 SF 7/1/17 @ 100
4. 200,000 Massachusetts Health and Educational Facilities
Authority Revenue Bonds, New England Medical Center AAA 7/1/04 @ 102 185,242 5.900 10,750
Hospitals Issue, 5.375% Due 7/1/2024 SF 7/1/19 @ 100
5. 500,000 Massachusetts Health and Educational Facilities
Authority Revenue Bonds, Winchester Hospital Issue, AAA 7/1/04 @ 102 482,590 6.000 28,750
5.75% Due 7/1/2024 SF 7/1/15 @ 100
6. 325,000 Massachusetts State Housing Finance Agency,
Residential Development Bonds, Section 8 Assisted, AAA 5/15/02 @ 102 346,369 6.000 22,344
6.875% Due 11/15/2021 SF 5/1/13 @ 100
7. 430,000 Massachusetts Water Resources Authority, General
Revenue Refunding Bonds, 5.00% Due 3/1/2022 A 3/1/03 @ 100 377,299 5.900 21,500
SF 3/1/18 @ 100
8. 400,000 Springfield-St James Development Corporation,
Massachusetts, Multifamily Mortgage Revenue AAA 8/1/02 @ 104 394,440 6.000 23,600
Refunding Bonds, St. James Commons, FHA Insured SF 8/1/09 @ 100
Mortgage, Section 8 Assisted, 5.90% Due 2/1/2024
----------- ----------- ---------
$ 3,000,000 $ 2,902,759 $ 174,087
----------- ----------- ---------
----------- ----------- ---------
</TABLE>
The Notes following the Portfolios are an integral part of each Portfolio of
Securities.
A-11
<PAGE>
TAX EXEMPT SECURITIES TRUST, SERIES 389
PENNSYLVANIA TRUST 108--PORTFOLIO OF SECURITIES
AS OF MARCH 16, 1994
<TABLE>
<CAPTION>
Cost of Yield on Annual
Redemption Securities Date of Interest
Aggregate Securities Represented By Ratings Provisions to Trust Deposit Income
Principal Purchase Contracts (1) (2) (3)(4) (4) to Trust
--------- ------------------------- ------- ---------- ----------- ------- ---------
<C> <S> <C> <C> <C> <C> <C>
1. $ 370,000 Pennsylvania Intergovernmental Cooperation
Authority, Special Tax Revenue Refunding Bonds, AAA 6/15/03 @ 100 $ 355,862 5.900% $ 20,812
City of Philadelphia Funding Program, 5.625% Due SF 6/15/16 @ 100
6/15/2023
2. 140,000 Pennsylvania Intergovernmental Cooperation
Authority, Special Tax Revenue Refunding Bonds, AAA 6/15/03 @ 100 122,763 5.900 7,000
City of Philadelphia Funding Program, 5.00% Due SF 6/15/14 @ 100
6/15/2022
3. 250,000 Pennsylvania Higher Educational Facilities
Authority Revenue Bonds, Thomas Jefferson Aa* 7/1/99 @ 102 250,000 5.999 15,000
University, Life Sciences Building Project, 6.00% SF 7/1/04 @ 100
Due 7/1/2019
4. 500,000 Pennsylvania Housing Finance Agency, Rental Housing
Refunding Bonds, 5.80% Due 7/1/2018 AAA 7/1/03 @ 102 487,245 6.000 29,000
SF 1/1/15 @ 100
5. 500,000 Allegheny County, Pennsylvania, Hospital
Development Authority Revenue Bonds, Health Center AAA 11/1/02 @ 100 508,275 6.000 31,250
Presbyterian University, 6.25% Due 11/1/2023 SF 11/1/13 @ 100
6. 500,000 Beaver County, Pennsylvania, Industrial Development
Authority, Pollution Control Revenue Refunding AAA 9/15/03 @ 102 462,125 5.950 27,250
Bonds, Ohio Edison Company, 5.45% Due 9/15/2033
7. 500,000 Dauphin County, Pennsylvania, General Authority
Hospital Revenue Bonds, HAPSCO Group, Inc., The AAA 7/1/03 @ 102 472,225 5.900 27,500
Western Pennsylvania Hospital Project, 5.50% Due SF 7/1/17 @ 100
7/1/2023
8. 240,000 Gettysburg, Pennsylvania, Municipal Authority,
College Revenue Bonds, Gettysburg College Project, A- 2/15/02 @ 100 248,950 6.000 15,840
6.60% Due 2/15/2012 SF 2/15/08 @ 100
----------- ---------- ---------
$3,000,000 $2,907,445 $ 173,652
----------- ---------- ---------
----------- ---------- ---------
</TABLE>
The Notes following the Portfolios are an integral part of each Portfolio of
Securities.
A-12
<PAGE>
NOTES TO PORTFOLIOS OF SECURITIES
(1) For a description of the meaning of the applicable rating symbols as
published by Standard & Poor's Corporation and Moody's Investors Service(*)
, see Part B, "Bond Ratings."
(2) There is shown under this heading the year in which each issue of Bonds
initially is redeemable and the redemption price of that year; unless
otherwise indicated, each issue continues to be redeemable at declining
prices thereafter, but not below par. "SF" indicates a sinking fund has
been or will be established with respect to an issue of Bonds. The prices
at which Bonds may be redeemed or called prior to maturity may or may not
include a premium and, in certain cases, may be less than the cost of the
Bonds to a Trust. Certain Bonds in a Portfolio, including Bonds listed as
not being subject to redemption provisions, may be redeemed in whole or in
part other than by operation of the stated redemption or sinking fund
provisions under certain unusual or extraordinary circumstances specified in
the instruments setting forth the terms and provisions of such Bonds. For
example, see discussion of obligations of housing authorities in Part B,
"Tax Exempt Securities Trust--Portfolio."
(3) Contracts to purchase Bonds were entered into during the period December 13,
1993, through March 23, 1994 with the final settlement date estimated to be
March 28, 1994. The Profit to Sponsors on Deposit totals $21,402, $24,165,
$16,336 and $21,752 for the California Trust, the Connecticut Trust, the
Massachusetts Trust and the Pennsylvania Trust, respectively.
(4) Evaluation of the Bonds by the Evaluator is made on the basis of current
offering prices for the Bonds. The current offering prices of the Bonds are
greater than the current bid prices of the Bonds. The Redemption Price per
Unit and the public offering price of the Units in the secondary market are
determined on the basis of the current bid prices of the Bonds. (See Part
B, "Public Offering--Offering Price" and "Rights of Unit Holders--Redemption
of Units.") Yield of Bonds was computed on the basis of offering prices on
the date of deposit. The aggregate bid price of the Bonds in the California
Trust, the Connecticut Trust, the Massachusetts Trust and the Pennsylvania
Trust, on March 16, 1994 was $2,919,284, $2,342,917, $2,890,759 and
$2,895,445, respectively.
A-13
<PAGE>
PROSPECTUS--PART B:
- --------------------------------------------------------------------------------
NOTE THAT PART B OF THIS PROSPECTUS MAY NOT BE DISTRIBUTED UNLESS ACCOMPANIED
BY PART A.
- --------------------------------------------------------------------------------
TAX EXEMPT SECURITIES TRUST
THE TRUSTS
Each Trust is one of a series of similar but separate unit investment trusts
created under the laws of the State of New York by a Trust Indenture and
Agreement and related Reference Trust Agreement dated the Date of Deposit
(collectively, the "Trust Agreement"), among Smith Barney Shearson Inc. and
Kidder, Peabody & Co. Incorporated, as sponsors (the "Sponsors" or "Co-
sponsors"), United States Trust Company of New York, as Trustee, and Kenny
Information Systems, Inc., as Evaluator. Each Trust containing Bonds of a State
for which such Trust is named (a "State Trust") and each National Trust,
Selected Term Trust, Long-Intermediate Term Trust, Intermediate Term Trust,
Short-Intermediate Term Trust and Short Term Trust are referred to herein as
the "Trust" or "Trusts," unless the context requires otherwise. On the Date of
Deposit, the Sponsors deposited contracts and funds (represented by a certified
check or checks and/or an irrevocable letter or letters of credit, issued by a
major commercial bank) for the purchase of certain interest-bearing obligations
(the "Bonds") and/or Units of preceding Series of Tax Exempt Securities Trust
(such Bonds and Units of preceding Series of Tax Exempt Securities Trust, if
any, (the "Deposited Units") being referred to herein collectively as the
"Securities"). The Trustee thereafter delivered to the Sponsors registered
certificates of beneficial interest (the "Certificates") representing the units
(the "Units") comprising the entire ownership of each Trust, which Units are
being offered hereby. References to multiple Trusts in Part B herein should be
read as references to a single Trust if Part A indicates the creation of only
one Trust.
Notwithstanding the availability of the above-mentioned certified check or
checks and/or irrevocable letter or letters of credit, it is expected that the
Sponsors will pay for the Bonds as the contracts for their purchase become due.
A substantial portion of such contracts have not become due by the date of this
Prospectus. To the extent Units are sold prior to the settlement of such
contracts, the Sponsors will receive the purchase price on such Units prior to
the time at which they pay for Bonds pursuant to such contracts and have the
use of such funds during this period.
OBJECTIVES
The objectives of a Trust are tax-exempt income and conservation of capital
through an investment in a diversified portfolio of municipal bonds. There is,
of course, no guarantee that a Trust's objectives will be achieved since the
payment of interest and the preservation of principal are dependent upon the
continued ability of the issuers of the bonds to meet such obligations.
Subsequent to the Date of Deposit, the ratings of the Bonds set forth in Part
A, "Portfolio of Securities" may decline due to, among other factors, a decline
in creditworthiness of the issuer of said Bonds.
PORTFOLIO
The following factors, among others, were considered in selecting the Bonds
for each Trust: (1) the Bonds are obligations of the states, counties,
territories or municipalities of the United States and authorities or political
subdivisions thereof, so that the interest on them will, in the opinion of
recognized bond counsel to the issuing governmental authorities, be exempt from
Federal tax under existing law to the extent described in "Taxes", (2) all the
Bonds deposited in a State Trust are obligations of the State for which such
Trust is named or of the counties, territories or municipalities of such State,
and authorities or political subdivisions thereof, or of the Territory of Guam
or the Commonwealth of Puerto Rico, so that the interest on them will, in the
opinion of recognized bond counsel to the issuing governmental authorities, be
exempt from Federal income tax under existing law to the extent described in
"Taxes" and from state income taxes in the state for which such State Trust is
named to the extent described in Part C, (3) the Bonds were chosen in part on
the basis of their respective maturity dates, (4) the Bonds are diversified as
to purpose of issue and location of issuer, except in the case of a State Trust
where the Bonds are diversified only as to purpose of issue, and (5) in the
opinion of the Sponsors, the Bonds are fairly valued relative to other bonds of
comparable quality and maturity.
The Bonds in the Portfolio of a Trust were chosen in part on the basis of
their respective maturity dates. The Bonds in each Trust will have a dollar-
weighted average portfolio maturity as designated in Part A, "Portfolio Summary
as of Date of Deposit." For the actual maturity date of each of the Bonds
contained in a Trust, which date may be earlier or later than the dollar-
weighted average portfolio maturity of the Trust, see Part A, "Portfolio of
Securities." A sale or other disposition of a Bond by the Trust prior to the
maturity of such Bond may be at a price which results in a loss to the Trust.
The inability of an issuer to pay the principal amount due upon the maturity of
a Bond would result in a loss to the Trust.
B-1
<PAGE>
In the event that any contract for the purchase of any Bond fails, the
Sponsors are authorized under the Trust Agreement, subject to the conditions
set forth below, to instruct the Trustee to acquire other securities (the
"Replacement Bonds") for inclusion in the Portfolio of the affected Trust. Any
Replacement Bonds must be deposited not later than the earlier of (i) the first
monthly Distribution Date of the Trust and (ii) 90 days after such Trust was
established. The cost and aggregate principal amount of a Replacement Bond may
not exceed the cost and aggregate principal amount of the Bond which it
replaces. In addition, a Replacement Bond must (1) be a tax-exempt bond; (2)
have a fixed maturity or disposition date comparable to the Bond it replaces;
(3) be purchased at a price that results in a yield to maturity and in a
current return, in each case as of the execution and delivery of the Trust
Agreement, which is approximately equivalent to the yield to maturity and
current return of the Bond which it replaces; (4) be purchased within twenty
days after delivery of notice of the failed contracts and; (5) be rated in a
category A or better by Standard & Poor's Corporation, Moody's Investors
Service, Fitch Investors Service, Inc., or Duff & Phelps Credit Rating Co.
Whenever a Replacement Bond has been acquired for a Trust, the Trustee shall,
within five days thereafter, notify all Unit holders of such Trust of the
acquisition of the Replacement Bond.
In the event that a contract to purchase Bonds fails and Replacement Bonds
are not acquired, the Trustee will, not later than the second monthly
Distribution Date, distribute to Unit holders the funds attributable to the
failed contract. The Sponsors will, in such a case, refund the sales charge
applicable to the failed contract. If less than all the funds attributable to a
failed contract are applied to purchase Replacement Bonds, the remaining moneys
will be distributed to Unit holders not later than the second monthly
Distribution Date. Moreover, the failed contract will reduce the Estimated Net
Annual Income per Unit, and may lower the Estimated Current Return and
Estimated Long-Term Return.
Risk Factors
Certain Bonds in a Trust may have been purchased by the Sponsors on a "when,
as and if issued" basis; that is, they had not yet been issued by their
governmental entity on the Date of Deposit (although such governmental entity
had committed to issue such Bonds). Contracts relating to such "when, as and if
issued" Bonds are not expected to be settled by the first settlement date for
Units. In the case of these and/or certain other Bonds, the delivery of the
Bonds may be delayed ("delayed delivery") or may not occur. Unit holders who
purchased their Units of a Trust prior to the date such Bonds are actually
delivered to the Trustee may have to make a downward adjustment in the tax
basis of their Units for interest accruing on such "when, as and if issued" or
"delayed delivery" Bonds during the interval between their purchase of Units
and delivery of such Bonds, since the Trust and the Unit holders will not be
reimbursing the Sponsors for interest accruing on such "when, as and if issued"
or "delayed delivery" Bonds during the period between the settlement date for
the Units and the delivery of such Bonds into the Trust. (See "Taxes.") Such
adjustment has been taken into account in computing the Estimated Current
Return and Estimated Long-Term Return set forth herein, which is slightly lower
than Unit holders may receive after the first year. (See Part A, "Summary of
Essential Information.") To the extent that the delivery of such Bonds is
delayed beyond their respective expected delivery dates, the Estimated Current
Return and Estimated Long-Term Return for the first year may be lower than
indicated in the "Summary of Essential Information" in Part A.
Most of the Bonds in the Portfolio of a Trust are subject to redemption prior
to their stated maturity date pursuant to sinking fund or call provisions. (See
Part A, "Portfolio Summary as of Date of Deposit" for information relating to
the particular Trust described therein.) In general, a call or redemption
provision is more likely to be exercised when the offering price valuation of a
bond is higher than its call or redemption price, as it might be in periods of
declining interest rates, than when such price valuation is less than the
bond's call or redemption price. To the extent that a Bond was deposited in a
Trust at a price higher than the price at which it is redeemable, redemption
will result in a loss of capital when compared with the original public
offering price of the Units. Conversely, to the extent that a Bond was acquired
at a price lower than the redemption price, redemption will result in an
increase in capital when compared with the original public offering price of
the Units. Monthly distributions will generally be reduced by the amount of the
income which would otherwise have been paid with respect to redeemed bonds. The
Estimated Current Return and Estimated Long-Term Return of the Units may be
affected by such redemptions. Each Portfolio of Securities in Part A contains a
listing of the sinking fund and call provisions, if any, with respect to each
of the Bonds in a Trust. Because certain of the Bonds may from time to time
under certain circumstances be sold or redeemed or will mature in accordance
with their terms and the proceeds from such events will be distributed to Unit
holders and will not be reinvested, no assurance can be given that a Trust will
retain for any length of time its present size and composition. NEITHER THE
SPONSORS NOR THE TRUSTEE SHALL BE LIABLE IN ANY WAY FOR ANY DEFAULT, FAILURE OR
DEFECT IN ANY BOND.
The Portfolio of the Trust may consist of some Bonds whose current market
values were below face value on the Date of Deposit. A primary reason for the
market value of such Bonds being less than face value at maturity is that the
interest coupons of such Bonds are at lower rates than the current market
interest rate for comparably rated Bonds, even though at the time of the
issuance of such Bonds the interest coupons thereon represented then prevailing
interest rates on comparably rated Bonds then newly issued. Bonds selling at
market discounts tend to increase in market value as they approach maturity
when the principal amount is payable. A market discount tax-exempt Bond held to
maturity will have a larger portion of its total return in the form of taxable
ordinary income and less in the form of tax-exempt income than a comparable
Bond bearing interest at current market rates. Under the provisions of the
Internal Revenue
B-2
<PAGE>
Code in effect on the date of this Prospectus any ordinary income attributable
to market discount will be taxable but will not be realized until maturity,
redemption or sale of the Bonds or Units.
As set forth under "Portfolio Summary as of Date of Deposit", the Trust may
contain or be concentrated in one or more of the classifications of Bonds
referred to below. A Trust is considered to be "concentrated" in a particular
category when the Bonds in that category constitute 25% or more of the
aggregate value of the Portfolio. (See Part A, "Portfolio Summary as of Date of
Deposit" for information relating to the particular Trust described therein.)
An investment in Units of the Trust should be made with an understanding of the
risks that these investments may entail, certain of which are described below.
GENERAL OBLIGATION BONDS. Certain of the Bonds in the Portfolio may be
general obligations of a governmental entity that are secured by the taxing
power of the entity. General obligation bonds are backed by the issuer's pledge
of its full faith, credit and taxing power for the payment of principal and
interest. However, the taxing power of any governmental entity may be limited
by provisions of state constitutions or laws and an entity's credit will depend
on many factors, including an erosion of the tax base due to population
declines, natural disasters, declines in the state's industrial base or
inability to attract new industries, economic limits on the ability to tax
without eroding the tax base and the extent to which the entity relies on
Federal or state aid, access to capital markets or other factors beyond the
entity's control.
As a result of the recent recession's adverse impact upon both their revenues
and expenditures, as well as other factors, many state and local governments
are confronting deficits and potential deficits which are the most severe in
recent years. Many issuers are facing highly difficult choices about
significant tax increases and/or spending reductions in order to restore
budgetary balance. Failure to implement these actions on a timely basis could
force the issuers to depend upon market access to finance deficits or cash flow
needs.
In addition, certain of the Bonds in the Trust may be obligations of issuers
(including California issuers) who rely in whole or in part on ad valorem real
property taxes as a source of revenue. Certain proposals, in the form of state
legislative proposals or voter initiatives, to limit ad valorem real property
taxes have been introduced in various states, and an amendment to the
constitution of the State of California, providing for strict limitations on ad
valorem real property taxes, has had a significant impact on the taxing powers
of local governments and on the financial conditions of school districts and
local governments in California. It is not possible at this time to predict the
final impact of such measures, or of similar future legislative or
constitutional measures, on school districts and local governments or on their
abilities to make future payments on their outstanding debt obligations.
INDUSTRIAL DEVELOPMENT REVENUE BONDS ("IDRS"). IDRs, including pollution
control revenue bonds, are tax-exempt securities issued by states,
municipalities, public authorities or similar entities ("issuers") to finance
the cost of acquiring, constructing or improving various projects, including
pollution control facilities and certain industrial development facilities.
These projects are usually operated by corporate entities. IDRs are not general
obligations of governmental entities backed by their taxing power. Issuers are
only obligated to pay amounts due on the IDRs to the extent that funds are
available from the unexpended proceeds of the IDRs or receipts or revenues of
the issuer under arrangements between the issuer and the corporate operator of
a project. These arrangements may be in the form of a lease, installment sale
agreement, conditional sale agreement or loan agreement, but in each case the
payments to the issuer are designed to be sufficient to meet the payments of
amounts due on the IDRs.
IDRs are generally issued under bond resolutions, agreements or trust
indentures pursuant to which the revenues and receipts payable under the
issuer's arrangements with the corporate operator of a particular project have
been assigned and pledged to the holders of the IDRs or a trustee for the
benefit of the holders of the IDRs. In certain cases, a mortgage on the
underlying project has been assigned to the holders of the IDRs or a trustee as
additional security for the IDRs. In addition, IDRs are frequently directly
guaranteed by the corporate operator of the project or by another affiliated
company. Regardless of the structure, payment of IDRs is solely dependent upon
the creditworthiness of the corporate operator of the project or corporate
guarantor. Corporate operators or guarantors that are industrial companies may
be affected by many factors which may have an adverse impact on the credit
quality of the particular company or industry. These include cyclicality of
revenues and earnings, regulatory and environmental restrictions, litigation
resulting from accidents or environmentally-caused illnesses, extensive
competition (including that of low-cost foreign companies), unfunded pension
fund liabilities or off-balance sheet items, and financial deterioration
resulting from leveraged buy-outs or takeovers. However, certain of the IDRs in
the Portfolio may be additionally insured or secured by letters of credit
issued by banks or otherwise guaranteed or secured to cover amounts due on the
IDRs in the event of default in payment by an issuer.
HOSPITAL AND HEALTH CARE FACILITY BONDS. The ability of hospitals and other
health care facilities to meet their obligations with respect to revenue bonds
issued on their behalf is dependent on various factors, including the level of
payments received from private third-party payors and government programs and
the cost of providing health care services.
A significant portion of the revenues of hospitals and other health care
facilities is derived from private third-party payors and government programs,
including the Medicare and Medicaid programs. Both private third-party payors
and government programs have undertaken cost containment measures designed to
limit payments made to health care facilities. Furthermore, government programs
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are subject to statutory and regulatory changes, retroactive rate adjustments,
administrative rulings and government funding restrictions, all of which may
materially decrease the rate of program payments for health care facilities.
There can be no assurance that payments under governmental programs will remain
at levels comparable to present levels or will, in the future, be sufficient to
cover the costs allocable to patients participating in such programs. In
addition, there can be no assurance that a particular hospital or other health
care facility will continue to meet the requirements for participation in such
programs.
The costs of providing health care services are subject to increase as a
result of, among other factors, changes in medical technology and increased
labor costs. In addition, health care facility construction and operation is
subject to federal, state and local regulation relating to the adequacy of
medical care, equipment, personnel, operating policies and procedures, rate-
setting, and compliance with building codes and environmental laws. Facilities
are subject to periodic inspection by governmental and other authorities to
assure continued compliance with the various standards necessary for licensing
and accreditation. These regulatory requirements are subject to change and, to
comply, it may be necessary for a hospital or other health care facility to
incur substantial capital expenditures or increased operating expenses to
effect changes in its facilities, equipment, personnel and services.
Hospitals and other health care facilities are subject to claims and legal
actions by patients and others in the ordinary course of business. Although
these claims are generally covered by insurance, there can be no assurance that
a claim will not exceed the insurance coverage of a health care facility or
that insurance coverage will be available to a facility. In addition, a
substantial increase in the cost of insurance could adversely affect the
results of operations of a hospital or other health care facility. The Clinton
Administration may impose regulations which could limit price increases for
hospitals or the level of reimbursements for third-party payors or other
measures to reduce health care costs and make health care available to more
individuals, which would reduce profits for hospitals. Some states, such as New
Jersey, have significantly changed their reimbursement systems. If a hospital
cannot adjust to the new system by reducing expenses or raising rates,
financial difficulties may arise. Also, Blue Cross has denied reimbursement for
some hospitals for services other than emergency room services. The lost volume
would reduce revenues unless replacement patients were found.
Certain hospital bonds may provide for redemption at par at any time upon the
sale by the issuer of the hospital facilities to a non-affiliated entity, if
the hospital becomes subject to ad valorem taxation, or in various other
circumstances. For example, certain hospitals may have the right to call bonds
at par if the hospital may be legally required because of the bonds to perform
procedures against specified religious principles or to disclose information
that is considered confidential or privileged. Certain FHA-insured bonds may
provide that all or a portion of these bonds, otherwise callable at a premium,
can be called at par in certain circumstances. If a hospital defaults upon a
bond obligation, the realization of Medicare and Medicaid receivables may be
uncertain and, if the bond obligation is secured by the hospital facilities,
legal restrictions on the ability to foreclose upon the facilities and the
limited alternative uses to which a hospital can be put may severely reduce its
collateral value.
The Internal Revenue Service is currently engaged in a program of intensive
audits of certain large tax-exempt hospital and health care facility
organizations. Although these audits have not yet been completed, it has been
reported that the tax-exempt status of some of these organizations may be
revoked. At this time, it is uncertain whether any of the hospital and health
care facility bonds held by the Trust will be affected by such audit
proceedings.
SINGLE FAMILY AND MULTI-FAMILY HOUSING BONDS. Multi-family housing revenue
bonds and single family mortgage revenue bonds are state and local housing
issues that have been issued to provide financing for various housing projects.
Multi-family housing revenue bonds are payable primarily from the revenues
derived from mortgage loans to housing projects for low to moderate income
families. Single-family mortgage revenue bonds are issued for the purpose of
acquiring from originating financial institutions notes secured by mortgages on
residences.
Housing obligations are not general obligations of the issuer although
certain obligations may be supported to some degree by Federal, state or local
housing subsidy programs. Budgetary constraints experienced by these programs
as well as the failure by a state or local housing issuer to satisfy the
qualifications required for coverage under these programs or any legal or
administrative determinations that the coverage of these programs is not
available to a housing issuer, probably will result in a decrease or
elimination of subsidies available for payment of amounts due on the issuer's
obligations. The ability of housing issuers to make debt service payments on
their obligations will also be affected by various economic and non-economic
developments including, among other things, the achievement and maintenance of
sufficient occupancy levels and adequate rental income in multi-family
projects, the rate of default on mortgage loans underlying single family issues
and the ability of mortgage insurers to pay claims, employment and income
conditions prevailing in local markets, increases in construction costs, taxes,
utility costs and other operating expenses, the managerial ability of project
managers, changes in laws and governmental regulations and economic trends
generally in the localities in which the projects are situated. Occupancy of
multi-family housing projects may also be adversely affected by high rent
levels and income limitations imposed under Federal, state or local programs.
All single family mortgage revenue bonds and certain multi-family housing
revenue bonds are prepayable over the life of the underlying mortgage or
mortgage pool, and therefore the average life of housing obligations cannot be
determined. However, the average
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life of these obligations will ordinarily be less than their stated maturities.
Single-family issues are subject to mandatory redemption in whole or in part
from prepayments on underlying mortgage loans; mortgage loans are frequently
partially or completely prepaid prior to their final stated maturities as a
result of events such as declining interest rates, sale of the mortgaged
premises, default, condemnation or casualty loss. Multi-family issues are
characterized by mandatory redemption at par upon the occurrence of monetary
defaults or breaches or covenants by the project operator. Additionally,
housing obligations are generally subject to mandatory partial redemption at
par to the extent that proceeds from the sale of the obligations are not
allocated within a stated period (which may be within a year of the date of
issue). To the extent that these obligations were valued at a premium when a
Holder purchased Units, any prepayment at par would result in a loss of capital
to the Holder and, in any event, reduce the amount of income that would
otherwise have been paid to Holders.
The tax exemption for certain housing revenue bonds depends on qualification
under Section 143 of the Internal Revenue Code of 1986, as amended (the
"Code"), in the case of single family mortgage revenue bonds or Section
142(a)(7) of the Code or other provisions of Federal law in the case of certain
multi-family housing revenue bonds (including Section 8 assisted bonds). These
sections of the Code or other provisions of Federal law contain certain ongoing
requirements, including requirements relating to the cost and location of the
residences financed with the proceeds of the single family mortgage revenue
bonds and the income levels of tenants of the rental projects financed with the
proceeds of the multi-family housing revenue bonds. While the issuers of the
bonds and other parties, including the originators and servicers of the single-
family mortgages and the owners of the rental projects financed with the multi-
family housing revenue bonds, generally covenant to meet these ongoing
requirements and generally agree to institute procedures designed to ensure
that these requirements are met, there can be no assurance that these ongoing
requirements will be consistently met. The failure to meet these requirements
could cause the interest on the bonds to become taxable, possibly retroactively
from the date of issuance, thereby reducing the value of the bonds, subjecting
the Holders to unanticipated tax liabilities and possibly requiring the Trustee
to sell the bonds at reduced values. Furthermore, any failure to meet these
ongoing requirements might not constitute an event of default under the
applicable mortgage or permit the holder to accelerate payment of the bond or
require the issuer to redeem the bond. In any event, where the mortgage is
insured by the Federal Housing Administration, its consent may be required
before insurance proceeds would become payable to redeem the mortgage bonds.
POWER FACILITY BONDS. The ability of utilities to meet their obligations with
respect to revenue bonds issued on their behalf is dependent on various
factors, including the rates they may charge their customers, the demand for a
utility's services and the cost of providing those services. Utilities, in
particular investor-owned utilities, are subject to extensive regulations
relating to the rates which they may charge customers. Utilities can experience
regulatory, political and consumer resistance to rate increases. Utilities
engaged in long-term capital projects are especially sensitive to regulatory
lags in granting rate increases. Any difficulty in obtaining timely and
adequate rate increases could adversely affect a utility's results of
operations.
The demand for a utility's services is influenced by, among other factors,
competition, weather conditions and economic conditions. Electric utilities,
for example, have experienced increased competition as a result of the
availability of other energy sources, the effects of conservation on the use of
electricity, self-generation by industrial customers and the generation of
electricity by co-generators and other independent power producers. Also,
increased competition will result if federal regulators determine that
utilities must open their transmission lines to competitors. Utilities which
distribute natural gas also are subject to competition from alternative fuels,
including fuel oil, propane and coal.
The utility industry is an increasing cost business making the cost of
generating electricity more expensive and heightening its sensitivity to
regulation. A utility's costs are influenced by the utility's cost of capital,
the availability and cost of fuel and other factors. In addition, natural gas
pipeline and distribution companies have incurred increased costs as a result
of long-term natural gas purchase contracts containing "take or pay" provisions
which require that they pay for natural gas even if natural gas is not taken by
them. There can be no assurance that a utility will be able to pass on these
increased costs to customers through increased rates. Utilities incur
substantial capital expenditures for plant and equipment. In the future they
will also incur increasing capital and operating expenses to comply with
environmental legislation such as the Clean Air Act of 1990, and other energy,
licensing and other laws and regulations relating to, among other things, air
emissions, the quality of drinking water, waste water discharge, solid and
hazardous substance handling and disposal, and siting and licensing of
facilities. Environmental legislation and regulations are changing rapidly and
are the subject of current public policy debate and legislative proposals. It
is increasingly likely that some or many utilities will be subject to more
stringent environmental standards in the future that could result in
significant capital expenditures. Future legislation and regulation could
include, among other things, regulation of so-called electromagnetic fields
associated with electric transmission and distribution lines as well as
emissions of carbon dioxide and other so-called greenhouse gases associated
with the burning of fossil fuels. Compliance with these requirements may limit
a utility's operations or require substantial investments in new equipment and,
as a result, may adversely affect a utility's results of operations.
The electric utility industry in general is subject to various external
factors including (a) the effects of inflation upon the costs of operation and
construction, (b) substantially increased capital outlays and longer
construction periods for larger and more complex new
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generating units, (c) uncertainties in predicting future load requirements, (d)
increased financing requirements coupled with limited availability of capital,
(e) exposure to cancellation and penalty charges on new generating units under
construction, (f) problems of cost and availability of fuel, (g) compliance
with rapidly changing and complex environmental, safety and licensing
requirements, (h) litigation and proposed legislation designed to delay or
prevent construction of generating and other facilities, (i) the uncertain
effects of conservation on the use of electric energy, (j) uncertainties
associated with the development of a national energy policy, (k) regulatory,
political and consumer resistance to rate increases and (l) increased
competition as a result of the availability of other energy sources. These
factors may delay the construction and increase the cost of new facilities,
limit the use of, or necessitate costly modifications to, existing facilities,
impair the access of electric utilities to credit markets, or substantially
increase the cost of credit for electric generating facilities. The Sponsors
cannot predict at this time the ultimate effect of such factors on the ability
of any issuers to meet their obligations with respect to Bonds.
The National Energy Policy Act ("NEPA"), which became law in October, 1992,
makes it mandatory for a utility to permit non-utility generators of
electricity access to its transmission system for wholesale customers, thereby
increasing competition for electric utilities. NEPA also mandated demand-side
management policies to be considered by utilities. NEPA prohibits the Federal
Energy Regulatory Commission from mandating electric utilities to engage in
retail wheeling, which is competition among suppliers of electric generation to
provide electricity to retail customers (particularly industrial retail
customers) of a utility. However, under NEPA, a state can mandate retail
wheeling under certain conditions.
There is concern by the public, the scientific community, and the U.S.
Congress regarding environmental damage resulting from the use of fossil fuels.
Congressional support for the increased regulation of air, water, and soil
contaminants is building and there are a number of pending or recently enacted
legislative proposals which may affect the electric utility industry. In
particular, on November 15, 1990, legislation was signed into law that
substantially revises the Clean Air Act (the "1990 Amendments"). The 1990
Amendments seek to improve the ambient air quality throughout the United States
by the year 2000. A main feature of the 1990 Amendments is the reduction of
sulphur dioxide and nitrogen oxide emissions caused by electric utility power
plants, particularly those fueled by coal. Under the 1990 Amendments the U.S.
Environmental Protection Agency ("EPA") must develop limits for nitrogen oxide
emissions by 1993. The sulphur dioxide reduction will be achieved in two
phases. Phase I addresses specific generating units named in the 1990
Amendments. In Phase II the total U.S. emissions will be capped at 8.9 million
tons by the year 2000. The 1990 Amendments contain provisions for allocating
allowances to power plants based on historical or calculated levels. An
allowance is defined as the authorization to emit one ton of sulphur dioxide.
The 1990 Amendments also provide for possible further regulation of toxic air
emissions from electric generating units pending the results of several federal
government studies to be conducted over the next three to four years with
respect to anticipated hazards to public health, available corrective
technologies, and mercury toxicity.
Electric utilities which own or operate nuclear power plants are exposed to
risks inherent in the nuclear industry. These risks include exposure to new
requirements resulting from extensive federal and state regulatory oversight,
public controversy, decomissioning costs, and spent fuel and radioactive waste
disposal issues. While nuclear power construction risks are no longer of
paramount concern, the emerging issue is radioactive waste disposal. In
addition, nuclear plants typically require substantial capital additions and
modifications throughout their operating lives to meet safety, environmental,
operational and regulatory requirements and to replace and upgrade various
plant systems. The high degree of regulatory monitoring and controls imposed on
nuclear plants could cause a plant to be out of service or on limited service
for long periods. When a nuclear facility owned by an investor-owned utility or
a state or local municipality is out of service or operating on a limited
service basis, the utility operator or its owners may be liable for the
recovery of replacement power costs. Risks of substantial liability also arise
from the operation of nuclear facilities and from the use, handling, and
possible radioactive emissions associated with nuclear fuel. Insurance may not
cover all types or amounts of loss which may be experienced in connection with
the ownership and operation of a nuclear plant and severe financial
consequences could result from a significant accident or occurrence. The
Nuclear Regulatory Commission has promulgated regulations mandating the
establishment of funded reserves to assure financial capability for the
eventual decommissioning of licensed nuclear facilities. These funds are to be
accrued from revenues in amounts currently estimated to be sufficient to pay
for decommissioning costs.
The ability of state and local joint action power agencies to make payments
on bonds they have issued is dependent in large part on payments made to them
pursuant to power supply or similar agreements. Courts in Washington, Oregon
and Idaho have held that certain agreements between the Washington Public Power
Supply System ("WPPSS") and the WPPSS participants are unenforceable because
the participants did not have the authority to enter into the agreements. While
these decisions are not specifically applicable to agreements entered into by
public entities in other states, they may cause a reexamination of the legal
structure and economic viability of certain projects financed by joint power
agencies, which might exacerbate some of the problems referred to above and
possibly lead to legal proceedings questioning the enforceability of agreements
upon which payment of these bonds may depend.
WATER AND SEWER REVENUE BONDS. Water and sewer bonds are generally payable
from user fees. The ability of state and local water and sewer authorities to
meet their obligations may be affected by failure of municipalities to utilize
fully the facilities constructed by
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these authorities, economic or population decline and resulting decline in
revenue from user charges, rising construction and maintenance costs and delays
in construction of facilities, impact of environmental requirements, failure or
inability to raise user charges in response to increased costs, the difficulty
of obtaining or discovering new supplies of fresh water, the effect of
conservation programs and the impact of "no growth" zoning ordinances. In some
cases this ability may be affected by the continued availability of Federal and
state financial assistance and of municipal bond insurance for future bond
issues.
UNIVERSITY AND COLLEGE BONDS. The ability of universities and colleges to
meet their obligations is dependent upon various factors, including the size
and diversity of their sources of revenues, enrollment, reputation, management
expertise, the availability and restrictions on the use of endowments and other
funds, the quality and maintenance costs of campus facilities, and, in the case
of public institutions, the financial condition of the relevant state or other
governmental entity and its policies with respect to education. The
institution's ability to maintain enrollment levels will depend on such factors
as tuition costs, demographic trends, geographic location, geographic diversity
and quality of the student body, quality of the faculty and the diversity of
program offerings.
Legislative or regulatory action in the future at the Federal, state or local
level may directly or indirectly affect eligibility standards or reduce or
eliminate the availability of funds for certain types of student loans or grant
programs, including student aid, research grants and work-study programs, and
may affect indirect assistance for education.
LEASE RENTAL BONDS. Lease rental bonds are issued for the most part by
governmental authorities that have no taxing power or other means of directly
raising revenues. Rather, the authorities are financing vehicles created solely
for the construction of buildings (administrative offices, convention centers
and prisons, for example) or the purchase of equipment (police cars and
computer systems, for example) that will be used by a state or local government
(the "lessee"). Thus, the bonds are subject to the ability and willingness of
the lessee government to meet its lease rental payments which include debt
service on the bonds. Willingness to pay may be subject to changes in the views
of citizens and government officials as to the essential nature of the finance
project. Lease rental bonds are subject, in almost all cases, to the annual
appropriation risk, i.e., the lessee government is not legally obligated to
budget and appropriate for the rental payments beyond the current fiscal year.
These bonds are also subject to the risk of abatement in many states--rental
bonds cease in the event that damage, destruction or condemnation of the
project prevents its use by the lessee. (In these cases, insurance provisions
and reserve funds designed to alleviate this risk become important credit
factors). In the event of default by the lessee government, there may be
significant legal and/or practical difficulties involved in the reletting or
sale of the project. Some of these issues, particularly those for equipment
purchase, contain the so-called "substitution safeguard", which bars the lessee
government, in the event it defaults on its rental payments, from the purchase
or use of similar equipment for a certain period of time. This safeguard is
designed to insure that the lessee government will appropriate the necessary
funds even though it is not legally obligated to do so, but its legality
remains untested in most, if not all, states.
CAPITAL IMPROVEMENT FACILITY BONDS. The Portfolio of a Trust may contain
Bonds which are in the capital improvement facilities category. Capital
improvement bonds are bonds issued to provide funds to assist political
subdivisions or agencies of a state through acquisition of the underlying debt
of a state or local political subdivision or agency which bonds are secured by
the proceeds of the sale of the bonds, proceeds from investments and the
indebtedness of a local political subdivision or agency. The risks of an
investment in such bonds include the risk of possible prepayment or failure of
payment of proceeds on and default of the underlying debt.
SOLID WASTE DISPOSAL BONDS. Bonds issued for solid water disposal facilities
are generally payable from tipping fees and from revenues that may be earned by
the facility on the sale of electrical energy generated in the combustion of
waste products. The ability of solid waste disposal facilities to meet their
obligations depends upon the continued use of the facility, the successful and
efficient operation of the facility and, in the case of waste-to-energy
facilities, the continued ability of the facility to generate electricity on a
commercial basis. All of these factors may be affected by a failure of
municipalities to fully utilize the facilities, an insufficient supply of waste
for disposal due to economic or population decline, rising construction and
maintenance costs, any delays in construction of facilities, lower-cost
alternative modes of waste processing and changes in environmental regulations.
Because of the relatively short history of this type of financing, there may be
technological risks involved in the satisfactory construction or operation of
the projects exceeding those associated with most municipal enterprise
projects. Increasing environmental regulation on the federal, state and local
level has a significant impact on waste disposal facilities. While regulation
requires more waste producers to use waste disposal facilities, it also imposes
significant costs on the facilities. These costs include compliance with
frequently changing and complex regulatory requirements, the cost of obtaining
construction and operating permits, the cost of conforming to prescribed and
changing equipment standards and required methods of operation and, for
incinerators or waste-to-energy facilities, the cost of disposing of the waste
residue that remains after the disposal process in an environmentally safe
manner. In addition, waste disposal facilities frequently face substantial
opposition by environmental groups and officials to their location and
operation, to the possible adverse effects upon the public health and the
environment that may be caused by wastes disposed of at the facilities and to
alleged improper operating procedures. Waste disposal facilities benefit from
laws which require waste to be disposed of in a certain manner but any
relaxation of these laws could cause a decline in demand for the facilities'
services. Finally, waste-to-energy facilities are concerned with many of the
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same issues facing utilities insofar as they derive revenues from the sale of
energy to local power utilities (see Power Facility Bonds above).
MORAL OBLIGATION BONDS. The Trust may also include "moral obligation" bonds.
If an issuer of moral obligation bonds is unable to meet its obligations, the
repayment of the bonds becomes a moral commitment but not a legal obligation of
the state or municipality in question. Even though the state may be called on
to restore any deficits in capital reserve funds of the agencies or authorities
which issued the bonds, any restoration generally requires appropriation by the
state legislature and accordingly does not constitute a legally enforceable
obligation or debt of the state. The agencies or authorities generally have no
taxing power.
REFUNDED BONDS. Refunded Bonds are typically secured by direct obligations of
the U.S. Government, or in some cases obligations guaranteed by the U.S.
Government, placed in an escrow account maintained by an independent trustee
until maturity or a predetermined redemption date. These obligations are
generally noncallable prior to maturity or the predetermined redemption date.
In a few isolated instances to date, however, bonds which were thought to be
escrowed to maturity have been called for redemption prior to maturity.
AIRPORT, PORT AND HIGHWAY REVENUE BONDS. Certain facility revenue bonds are
payable from and secured by the revenues from the ownership and operation of
particular facilities, such as airports (including airport terminals and
maintenance facilities), bridges, marine terminals, turnpikes and port
authorities. For example, the major portion of gross airport operating income
is generally derived from fees received from signatory airlines pursuant to use
agreements which consist of annual payments for airport use, occupancy of
certain terminal space, facilities, service fees, concessions and leases.
Airport operating income may therefore be affected by the ability of the
airlines to meet their obligations under the use agreements. The air transport
industry is experiencing significant variations in earnings and traffic, due to
increased competition, excess capacity, increased aviation fuel, deregulation,
traffic constraints, the current recession and other factors. As a result,
several airlines are experiencing severe financial difficulties. Several
airlines including America West Airlines have sought protection from their
creditors under Chapter 11 of the Bankruptcy Code. In addition, other airlines
such as Midway Airlines, Inc., Eastern Airlines, Inc. and Pan American
Corporation have been liquidated. However, within the past few months Northwest
Airlines, Continental Airlines and Trans World Airlines have emerged from
bankruptcy. The Sponsors cannot predict what effect these industry conditions
may have on airport revenues which are dependent for payment on the financial
condition of the airlines and their usage of the particular airport facility.
Similarly, payment on bonds related to other facilities is dependent on
revenues from the projects, such as use fees from ports, tolls on turnpikes and
bridges and rents from buildings. Therefore, payment may be adversely affected
by reduction in revenues due to such factors and increased cost of maintenance
or decreased use of a facility, lower cost of alternative modes of
transportation or scarcity of fuel and reduction or loss of rents.
SPECIAL TAX BONDS. Special tax bonds are payable from and secured by the
revenues derived by a municipality from a particular tax such as a tax on the
rental of a hotel room, on the purchase of food and beverages, on the rental of
automobiles or on the consumption of liquor. Special tax bonds are not secured
by the general tax revenues of the municipality, and they do not represent
general obligations of the municipality. Therefore, payment on special tax
bonds may not be adversely affected by a reduction in revenues realized from
the underlying special tax due to a general decline in the local economy or
population or due to a decline in the consumption, use or cost of the goods and
services that are subject to taxation. Also, should spending on the particular
goods or services that are subject to the special tax decline, the municipality
may be under no obligation to increase the rate of the special tax to ensure
that sufficient revenues are raised from the shrinking taxable base.
TAX ALLOCATION BONDS. Tax allocation bonds are typically secured by
incremental tax revenues collected on property within the areas where
redevelopment projects, financed by bond proceeds are located ("project
areas"). Such payments are expected to be made from projected increases in tax
revenues derived from higher assessed values of property resulting from
development in the particular project area and not from an increase in tax
rates. Special risk considerations include: reduction of, or a less than
anticipated increase in, taxable values of property in the project area, caused
either by economic factors beyond the Issuer's control (such as a relocation
out of the project area by one or more major property owners) or by destruction
of property due to natural or other disasters; successful appeals by property
owners of assessed valuations; substantial delinquencies in the payment of
property taxes; or imposition of any constitutional or legislative property tax
rate decrease.
TRANSIT AUTHORITY BONDS. Mass transit is generally not self-supporting from
fare revenues. Therefore, additional financial resources must be made available
to ensure operation of mass transit systems as well as the timely payment of
debt service. Often such financial resources include Federal and state
subsidies, lease rentals paid by funds of the state or local government or a
pledge of a special tax such as a sales tax or a property tax. If fare revenues
or the additional financial resources do not increase appropriately to pay for
rising operating expenses, the ability of the issuer to adequately service the
debt may be adversely affected.
CONVENTION FACILITY BONDS. The Portfolio of a Trust may contain Bonds of
issuers in the convention facilities category. Bonds in the convention
facilities category include special limited obligation securities issued to
finance convention and sports facilities payable from rental payments and
annual governmental appropriations. The governmental agency is not obligated to
make payments in any year in
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which the monies have not been appropriated to make such payments. In addition,
these facilities are limited use facilities that may not be used for purposes
other than as convention centers or sports facilities.
PUERTO RICO. The Portfolio may contain bonds of issuers which will be
affected by general economic conditions in Puerto Rico. Puerto Rico's
unemployment rate remains significantly higher than the U.S. unemployment rate.
Furthermore, the economy is largely dependent for its development upon U.S.
policies and programs that are being reviewed and may be eliminated.
The Puerto Rican economy is affected by a number of Commonwealth and Federal
investment incentive programs. For example, Section 936 of the Internal Revenue
Code (the "Code") provides for a credit against Federal income taxes for U.S.
companies operating on the island if certain requirements are met. The Omnibus
Budget Reconciliation Act of 1993 imposes limits on such credit, effective for
tax years beginning after 1993. In addition, from time to time proposals are
introduced in Congress which, if enacted into law, would eliminate some or all
of the benefits of Section 936. Although no assessment can be made at this time
of the precise effect of such limitation, it is expected that the limitation of
Section 936 credits would have a negative impact on Puerto Rico's economy.
Aid for Puerto Rico's economy has traditionally depended heavily on Federal
programs, and current Federal budgetary policies suggest that an expansion of
aid to Puerto Rico is unlikely. An adverse effect on the Puerto Rican economy
could result from other U.S. policies, including a reduction of tax benefits
for distilled products, further reduction in transfer payment programs such as
food stamps, curtailment of military spending and policies which could lead to
a stronger dollar.
In a plebiscite held in November, 1993, the Puerto Rican electorate chose to
continue Puerto Rico's Commonwealth status. Previously proposed legislation,
which was not enacted, would have preserved the federal tax exempt status of
the outstanding debts of Puerto Rico and its public corporations regardless of
the outcome of the referendum, to the extent that similar obligations issued by
states are so treated and subject to the provisions of the Code currently in
effect. There can be no assurance that any pending or future legislation
finally enacted will include the same or similar protection against loss of tax
exemption. The November 1993 plebiscite can be expected to have both direct and
indirect consequences on such matters as the basic characteristics of future
Puerto Rico debt obligations, the markets for these obligations, and the types,
levels and quality of revenue sources pledged for the payment of existing and
future debt obligations. Such possible consequences include, without
limitation, legislative proposals seeking restoration of the status of Section
936 benefits otherwise subject to the limitations discussed above. However, no
assessment can be made at this time of the economic and other effects of a
change in federal laws affecting Puerto Rico as a result of the November 1993
plebiscite.
LITIGATION AND LEGISLATION. To the best knowledge of the Sponsors, there is
no litigation pending as of the Initial Date in respect of any Bonds which
might reasonably be expected to have a material adverse effect upon the Trust.
At any time after the Initial Date of Deposit, litigation may be initiated on a
variety of grounds, or legislation may be enacted, with respect to Bonds in the
Trust. Litigation, for example, challenging the issuance of pollution control
revenue bonds under environmental protection statutes may affect the validity
of Bonds or the tax-free nature of their interest. While the outcome of
litigation of this nature can never be entirely predicted, opinions of bond
counsel are delivered on the date of issuance of each Bond to the effect that
the Bond has been validly issued and that the interest thereon is exempt from
Federal income tax. In addition, other factors may arise from time to time
which potentially may impair the ability of issuers to make payments due on the
Bonds.
Under the Federal Bankruptcy Act, a political subdivision or public agency or
instrumentality of any state, including municipalities, may proceed to
restructure or otherwise alter the terms of its obligations, including those of
the type comprising the Trust's Portfolio. The Sponsors are unable to predict
what effect, if any, this legislation might have on the Trust.
From time to time Congress considers proposals to tax the interest on state
and local obligations, such as the Bonds. The Supreme Court clarified in South
Carolina v. Baker (decided April 20, 1988) that the U.S. Constitution does not
prohibit Congress from passing a nondiscriminatory tax on interest on state and
local obligations. This type of legislation, if enacted into law, could
adversely affect an investment in Units. Holders are urged to consult their own
tax advisers.
TAX EXEMPTION. In the opinion of bond counsel rendered on the date of
issuance of each Bond, the interest on each Bond is excludable from gross
income under existing law for regular Federal income tax purposes (except in
certain circumstances depending on the Holder) but may be subject to state and
local taxes. As discussed under Taxes below, interest on some or all of the
Bonds may become subject to regular Federal income tax, perhaps retroactively
to their date of issuance, as a result of changes in Federal law or as a result
of the failure of issuers (or other users of the proceeds of the Bonds) to
comply with certain ongoing requirements.
Moreover, the Internal Revenue Service announced on June 14, 1993 that it
will be expanding its examination program with respect to tax-exempt bonds. The
expanded examination program will consist of, among other measures, increased
enforcement against abusive transactions, broader audit coverage (including the
expected issuance of audit guidelines) and expanded compliance achieved by
means of expected revisions to the tax-exempt bond information return forms. At
this time, it is uncertain whether the tax exempt status of any of the Bonds
would be affected by such proceedings, or whether such effect, if any, would be
retroactive.
B-9
<PAGE>
In certain cases, a Bond may provide that if the interest on the Bond should
ultimately be determined to be taxable, the Bond would become due and payable
by its issuer, and, in addition, may provide that any related letter of credit
or other security could be called upon if the issuer failed to satisfy all or
part of its obligation. In other cases, however, a Bond may not provide for the
acceleration or redemption of the Bond or a call upon the related letter of
credit or other security upon a determination of taxability. In those cases in
which a Bond does not provide for acceleration or redemption or in which both
the issuer and the bank or other entity issuing the letter of credit or other
security are unable to meet their obligations to pay the amounts due on the
Bond as a result of a determination of taxability, the Trustee would be
obligated to sell the Bond and, since it would be sold as a taxable security,
it is expected that it would have to be sold at a substantial discount from
current market price. In addition, as mentioned above, under certain
circumstances Holders could be required to pay income tax on interest received
prior to the date on which the interest is determined to be taxable.
THE UNITS
On the Date of Deposit, each Unit in a Trust represented a fractional
undivided interest in the principal and net income of such Trust as is set
forth in Part A, "Summary of Essential Information."
If any Units are redeemed after the date of this Prospectus by the Trustee,
the principal amount of Bonds in the affected Trust will be reduced by an
amount allocable to redeemed Units and the fractional undivided interest in the
affected Trust represented by each unredeemed Unit will be increased. Units
will remain outstanding until redeemed upon tender to the Trustee by any Unit
holder, which may include the Sponsors, or until the termination of the Trust
Agreement. (See "Amendment and Termination of the Trust Agreement--
Termination.")
TAXES
The following discussion addresses only the tax consequences of Units held as
capital assets and does not address the tax consequences of Units held by
dealers, financial institutions or insurance companies.
In the opinion of Davis Polk & Wardwell, special counsel for the Sponsors,
under existing law:
The Trusts are not associations taxable as corporations for Federal
income tax purposes, and income received by the Trusts will be treated as
the income of the Unit holders ("Holders") in the manner set forth below.
Each Holder of Units of a Trust will be considered the owner of a pro
rata portion of each Bond in the Trust under the grantor trust rules of
Sections 671-679 of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to determine the face amount of a Holder's pro rata
portion of each Bond on the Date of Deposit, see "Aggregate Principal"
under "Portfolio of Securities". The total cost to a Holder of his Units,
including sales charges, is allocated to his pro rata portion of each Bond,
in proportion to the fair market values thereof on the date the Holder
purchases his Units, in order to determine his tax cost for his pro rata
portion of each Bond. In order for a Holder who purchases his Units on the
Date of Deposit to determine the fair market value of his pro rata portion
of each Bond on such date, see "Cost of Securities to Trust" under
"Portfolio of Securities".
Each Holder of Units of a Trust will be considered to have received the
interest on his pro rata portion of each Bond when interest on the Bond is
received by the Trust. In the opinion of bond counsel (delivered on the
date of issuance of each Bond), such interest will be excludable from gross
income for regular Federal income tax purposes (except in certain limited
circumstances referred to below). Amounts received by a Trust pursuant to a
bank letter of credit, guarantee or insurance policy with respect to
payments of principal, premium or interest on a Bond in the Trust will be
treated for Federal income tax purposes in the same manner as if such
amounts were paid by the issuer of the Bond.
The Trusts may contain Bonds which were originally issued at a discount
("original issue discount"). The following principles will apply to each
Holder's pro rata portion of any Bond originally issued at a discount. In
general, original issue discount is defined as the difference between the
price at which a debt obligation was issued and its stated redemption price
at maturity. Original issue discount on a tax-exempt obligation issued
after September 3, 1982, is deemed to accrue as tax-exempt interest over
the life of the obligation under a formula based on the compounding of
interest. Original issue discount on a tax-exempt obligation issued before
July 2, 1982 is deemed to accrue as tax-exempt interest ratably over the
life of the obligation. Original issue discount on any tax-exempt
obligation issued during the period beginning July 2, 1982 and ending
September 3, 1982 is also deemed to accrue as tax-exempt interest over the
life of the obligation, although it is not clear whether such accrual is
ratable or is determined under a formula based on the compounding of
interest. If a Holder's tax cost for his pro rata portion of a Bond issued
with original issue discount is greater than its "adjusted issue price" but
less than its stated redemption price at maturity (as may be adjusted for
certain payments), the Holder will be considered to have purchased his pro
rata portion of the Bond at an "acquisition premium." A Holder's adjusted
tax basis for his pro rata portion of a Bond issued with original issue
discount will include original issue discount
B-10
<PAGE>
accrued during the period such Holder held his Units. Such increases to the
Holder's tax basis in his pro rata portion of the Bond resulting from the
accrual of original issue discount, however, will be reduced by the amount
of any such acquisition premium.
If a Holder's tax basis for his pro rata portion of a Bond in the
Holder's Trust exceeds the redemption price at maturity thereof (subject to
certain adjustments), the Holder will be considered to have purchased his
pro rata portion of the Bond with "amortizable bond premium". The Holder is
required to amortize such bond premium over the term of the Bond. Such
amortization is only a reduction of basis for his pro rata portion of the
Bond and does not result in any deduction against the Holder's income.
Therefore, under some circumstances, a Holder may recognize taxable gain
when his pro rata portion of a Bond is disposed of for an amount equal to
or less than his original tax basis therefor.
A Holder will recognize taxable gain or loss when all or part of his pro
rata portion of a Bond in his Trust is disposed of by the Trust for an
amount greater or less than his adjusted tax basis. Any such taxable gain
or loss will be capital gain or loss, except that any gain from the
disposition of a Holder's pro rata portion of a Bond acquired by the Holder
at a "market discount" (i.e., where the Holder's original basis for his pro
rata portion of the Bond (plus any original issue discount which will
accrue thereon until its maturity) is less than its stated redemption price
at maturity) would be treated as ordinary income to the extent the gain
does not exceed the accrued market discount. Capital gains are generally
taxed at the same rate as ordinary income. However, the excess of net long-
term capital gains over net short-term capital losses may be taxed at a
lower rate than ordinary income for certain noncorporate taxpayers. A
capital gain or loss is long-term if the asset is held for more than one
year and short-term if held for one year or less. The deduction of capital
losses is subject to limitations. A Holder will also be considered to have
disposed of all or part of his pro rata portion of each Bond when he sells
or redeems all or some of his Units.
Under the income tax laws of the State and City of New York, the Trust is
not an association taxable as a corporation and income received by each
Trust will be treated as the income of the Holders in the same manner as
for Federal income tax purposes, but will not necessarily be tax-exempt.
Under Section 265 of the Code, a Holder (except a corporate Holder) is
not entitled to a deduction for his pro rata share of fees and expenses of
a Trust because the fees and expenses are incurred in connection with the
production of tax-exempt income. Further, if borrowed funds are used by a
Holder to purchase or carry Units of any Trust, interest on such
indebtedness will not be deductible for Federal income tax purposes. In
addition, under rules used by the Internal Revenue Service, the purchase of
Units may be considered to have been made with borrowed funds even though
the borrowed funds are not directly traceable to the purchase of Units.
Similar rules may be applicable for state tax purposes.
From time to time proposals are introduced in Congress and state
legislatures which, if enacted into law, could have an adverse impact on
the tax-exempt status of the Bonds. It is impossible to predict whether any
legislation in respect of the tax status of interest on such obligations
may be proposed and eventually enacted at the Federal or state level.
The forgoing discussion relates only to Federal and certain aspects of
New York State and City income taxes. Depending on their state of
residence, Holders may be subject to state and local taxation and should
consult their own tax advisers in this regard.
* * * * *
Interest on certain tax-exempt bonds issued after August 7, 1986 will be a
preference item for purposes of the alternative minimum tax ("AMT"). The
Sponsors believe that interest (including any original issue discount) on the
Bonds should not be subject to the AMT for individuals or corporations under
this rule. A corporate Holder should be aware, however, that the accrual or
receipt of tax-exempt interest not subject to the AMT may give rise to an
alternative minimum tax liability (or increase an existing liability) because
the interest income will be included in the corporation's "adjusted current
earnings" for purposes of the adjustment to alternative minimum taxable income
required by Section 56(g) of the Code and will be taken into account for
purposes of the environmental tax on corporations under Section 59A of the
Code, which is based on an alternative minimum taxable income.
In addition, interest on the Bonds must be taken into consideration in
computing the portion, if any, of social security benefits that will be
included in an individual's gross income and subject to Federal income tax.
Holders are urged to consult their own tax advisers concerning an investment in
Units.
At the time of issuance of each Bond, an opinion relating to the validity of
the Bond and to the exemption of interest thereon from regular Federal income
taxes was or will be rendered by bond counsel. Neither the Sponsors nor Davis
Polk & Wardwell have made or will make any review of the proceedings relating
to the issuance of the Bonds or the basis for these opinions. The tax exemption
is dependent upon the issuer's (and other users') compliance with certain
ongoing requirements, and the opinion of bond counsel assumes that these
requirements will be complied with. However, there can be no assurance that the
issuer (and other users) will comply with these requirements, in which event
the interest on the Bond could be determined to be taxable retroactively from
the date of issuance.
In the case of certain of the Bonds, the opinions of bond counsel indicate
that interest on such Bonds received by a "substantial user" of the facilities
being financed with the proceeds of such Bonds, or persons related thereto, for
periods while such Bonds are held
B-11
<PAGE>
by such a user or related person, will not be exempt from regular Federal
income taxes, although interest on such Bonds received by others would be
exempt from regular Federal income taxes. "Substantial user" is defined under
U.S. Treasury Regulations to include only a person from regular Federal income
taxes. "Substantial user" is defined under U.S. Treasury Regulations to include
only a person whose gross revenue derived with respect to the facilities
financed by the issuance of bonds is more than 5% of the total revenue derived
by all users of such facilities, or who occupies more than 5% of the usable
area of such facilities or for whom such facilities or a part thereof were
specifically constructed, reconstructed or acquired. "Related persons" are
defined to include certain related natural persons, affiliated corporations,
partners and partnerships. Similar rules may be applicable for state tax
purposes.
After the end of each calendar year, the Trustee will furnish to each Holder
an annual statement containing information relating to the interest received by
the Trust on the Bonds, the gross proceeds received by the Trust from the
disposition of any Bond (resulting from redemption or payment at maturity of
any Bond or the sale by the Trust of any Bond), and the fees and expenses paid
by the Trust. The Trustee will also furnish annual information returns to each
Holder and to the Internal Revenue Service. Holders are required to report to
the Internal Revenue Service the amount of tax-exempt interest received during
the year.
EXPENSES AND CHARGES
Initial Expenses
At no cost to a Trust the Sponsors have borne all the expenses of creating
and establishing the Trust, including the cost of the initial preparation and
execution of the Trust Agreement, initial preparation and printing of the
certificates for Units, the fees of the Evaluator during the initial public
offering, legal expenses, advertising and selling expenses and other out-of-
pocket expenses.
Trustee's, Sponsors' and Evaluator's Fees
The Trustee will receive for its ordinary recurring services to a Trust an
annual fee in the amount set forth under Part A, "Summary of Essential
Information." For a discussion of the services performed by the Trustee
pursuant to its obligations under the Trust Agreement, see "Rights of Unit
Holders." The Trustee will receive the benefit of any reasonable cash balances
in the Income and Principal Accounts.
The Portfolio supervision fee (the "Supervision Fee") which is earned for
Portfolio supervisory services is based upon the greatest face amount of Bonds
in the Trust at any time during the calendar year with respect to which the fee
is being computed.
The Supervision Fee, which is not to exceed the amount set forth in Part A--
"Summary of Essential Information", may exceed the actual costs of providing
Portfolio supervisory services for such Trust, but at no time will the total
amount the Sponsors receive for Portfolio supervisory services rendered to all
series of Tax Exempt Securities Trust in any calendar year exceed the aggregate
cost to them of supplying such services in such year. In addition, the Sponsors
may also be reimbursed for bookkeeping and other administrative services
provided to the Trust in amounts not exceeding their costs of providing these
services.
The Evaluator will receive a fee in the amount set forth under Part A,
"Summary of Essential Information," for each evaluation of the Bonds in a
Trust. For a discussion of the services performed by the Evaluator pursuant to
its obligations under the Trust Agreement, see "Evaluator--Responsibility" and
"Public Offering--Offering Price."
Any of such fees may be increased without approval of the Unit holders by
amounts not exceeding proportionate increases in consumer prices for services
as measured by the United States Department of Labor's Consumer Price Index
entitled "All Services Less Rent" or, if such Index is no longer published, in
a similar Index to be determined by the Trustee and the Sponsors.
Other Charges
The following additional charges are or may be incurred by a Trust: all
expenses of the Trustee (including fees and expenses of counsel and auditors)
incurred in connection with its activities under the Trust Agreement, including
reports and communications to Unit holders; expenses and costs of any action
undertaken by the Trustee to protect a Trust and the rights and interests of
the Unit holders; fees of the Trustee for any extraordinary services performed
under the Trust Agreement; indemnification of the Trustee for any loss or
liability accruing to it without gross negligence, bad faith or willful
misconduct on its part, arising out of or in connection with its acceptance or
administration of a Trust; to the extent lawful, expenses (including legal,
accounting and printing expenses) of maintaining registration or qualification
of the Units and/or a Trust under Federal or state securities laws subsequent
to initial registration so long as the Sponsors are maintaining a market for
the Units and all taxes and other governmental charges imposed upon the Bonds
or any part of a Trust (no such taxes or charges are being levied or made or,
to the knowledge of the Sponsors, contemplated). The above expenses, including
the Trustee's fee, when paid by or owing to the Trustee, are secured by a lien
on the Trust. In addition, the Trustee is empowered to sell Bonds in order to
make funds available to pay all expenses.
B-12
<PAGE>
PUBLIC OFFERING
OFFERING PRICE
During the initial public offering period, the Public Offering Price of the
Units of a Trust is determined by adding to the Evaluator's determination of
the aggregate OFFERING price of the Bonds per Unit a sales charge equal to a
percentage of the Public Offering Price of the Units of the Trust, as set forth
in the table below. After the initial public offering period, the Public
Offering Price of the Units of a Trust will be determined by adding to the
Evaluator's determination of the aggregate BID price of the Bonds per Unit a
sales charge equal to 5.00%, 4.50%, 4.00% and 2.75% of the Public Offering
Price (5.263%, 4.712%, 4.167% and 2.828% of the aggregate bid price of the
Bonds per Unit) for a Trust whose Units had a sales charge (prior to any
reduction) during the initial offering period of 4.70%, 3.75%, 3.70% and 2.70%,
respectively. A proportionate share of accrued and undistributed interest on
the Bonds in a Trust at the date of delivery of the Units of such Trust to the
purchaser is also added to the Public Offering Price. (See "Rights of Unit
Holders--Distribution of Interest and Principal.")
During the initial public offering period, the sales charge and dealer
concession for a Trust will be reduced pursuant to the following scales (see
Part A, "The Public Offering Price" for the unreduced sales charge to determine
the applicable table):
<TABLE>
<CAPTION>
------------------------------------ ------------------------------------
PERCENT OF PERCENT OF PERCENT OF PERCENT OF
PUBLIC NET AMOUNT DEALER PUBLIC NET AMOUNT DEALER
UNITS PURCHASED+ OFFERING PRICE INVESTED CONCESSION OFFERING PRICE INVESTED CONCESSION
- ---------------- -------------- ---------- ---------- -------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
1- 99............... 4.70% 4.932% $33.00 3.75% 3.896% $27.50
100-249............... 4.25% 4.439% $32.00 3.75% 3.896% $27.50
250-499............... 4.00% 4.167% $30.00 3.50% 3.627% $25.00
500-999............... 3.50% 3.627% $25.00 3.25% 3.359% $22.50
1,000 or more........... 3.00% 3.093% $20.00 3.00% 3.093% $20.00
<CAPTION>
------------------------------------ ------------------------------------
PERCENT OF PERCENT OF PERCENT OF PERCENT OF
PUBLIC NET AMOUNT DEALER PUBLIC NET AMOUNT DEALER
UNITS PURCHASED+ OFFERING PRICE INVESTED CONCESSION OFFERING PRICE INVESTED CONCESSION
- ---------------- -------------- ---------- ---------- -------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
1-249................. 3.70% 3.842% $25.00 2.70% 2.775% $17.50
250-499................. 3.25% 3.359% $22.50 2.25% 2.302% $15.00
500 or more............. 3.00% 3.093% $20.00 2.00% 2.041% $13.00
</TABLE>
The Sponsors may at any time change the amount by which the sales charge is
reduced, or discontinue the discount completely.
Pursuant to employee benefit plans, Units of a Trust are available to
employees of certain of the Sponsors, during the initial public offering
period, at a Public Offering Price equal to the Evaluator's determination of
the aggregate offering price of the Bonds of a Trust per Unit plus a sales
charge of 1.25% of the Public Offering Price and after the initial public
offering period, at a Public Offering Price equal to the Evaluator's
determination of the aggregate bid price of the Bonds of a Trust per Unit plus
a sales charge of 1.25% of the Public Offering Price. Sales through such plans
to employees of the Sponsors result in less selling effort and selling expenses
than sales to the general public.
METHOD OF EVALUATION
During the initial public offering period, the aggregate offering price of
the Bonds is determined by the Evaluator (1) on the basis of current offering
prices for the Bonds*, (2) if offering prices are not available for any Bonds,
on the basis of current offering prices for comparable securities, (3) by
appraisal, or (4) by any combination of the above. Such determinations are made
each business day as of the Evaluation Time set forth in the "Summary of
Essential Information," in Part A, effective for all sales made subsequent to
the last preceding determination. Following the initial public offering period,
the aggregate bid price of the Bonds (which is used to calculate the price at
which the Sponsors repurchase and sell Units in the secondary market and the
Redemption Price at which Units may be redeemed) will be determined by the
Evaluator (1) on the basis of the current bid prices for the Bonds*, (2) if bid
prices are not available for any Bonds, on the basis of current bid prices of
comparable securities, (3) by appraisal, or (4) by any combination of the
above. Such determinations will be made each business day as of the Evaluation
Time set forth in the "Summary of Essential Information," in Part A, effective
for all sales made subsequent to the last preceding determination. The term
"business day," as used herein shall exclude Saturdays, Sundays and any day on
which the New York Stock Exchange is closed. The difference between the bid and
offering prices of
- -------
+ The reduced sales charge is also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $1,000 for one Unit, etc.
* Current offering or bid prices of the Deposited Units, if any, are based on
prevailing weekly evaluations of the obligations underlying such Deposited
Units.
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<PAGE>
the Bonds may be expected to average approximately 1 1/2% of principal amount.
In the case of actively traded securities, the difference may be as little as
1/2 of 1%, and in the case of inactively traded securities such difference will
usually not exceed 3%. The price at which Units may be repurchased by the
Sponsors in the secondary market could be less than the price paid by the Unit
holder. On the Date of Deposit for each Trust the aggregate current offering
price of such Bonds per Unit exceeded the bid price of such Bonds per Unit by
the amounts set forth under "Summary of Essential Information" in Part A. For
information relating to the calculation of the Redemption Price per Unit, which
is also based upon the aggregate bid price of the underlying Bonds and which
may be expected to be less than the Public Offering Price per Unit, see "Rights
of Unit Holders--Redemption of Units."
DISTRIBUTION OF UNITS
During the initial public offering period Units of a Trust will be
distributed to the public at the Public Offering Price determined in the manner
provided above (see "Public Offering--Offering Price") through the Underwriters
and dealers. The initial public offering period is 30 days unless all Units of
a Trust are sold prior thereto, in which case the initial public offering
period terminates with the sale of all Units. So long as all Units initially
offered have not been sold, the Sponsors may extend the initial public offering
period for up to four additional successive 30-day periods. Upon completion of
the initial public offering, Units which remain unsold or which may be acquired
in the secondary market (see "Public Offering--Market for Units") may be
offered by this Prospectus at the Public Offering Price determined in the
manner provided above (see "Public Offering--Offering Price").
It is the Sponsors' intention to qualify Units of a Trust for sale in several
states through the Underwriters and dealers who are members of the National
Association of Securities Dealers, Inc. Units of a State Trust will not be
offered for sale in the State of Virginia. Units will initially be sold to
dealers at prices which represent a concession equal to the amount designated
in the tables under "Public Offering--Offering Price" herein, for a Trust with
an unreduced sales charge as specified in Part A--"The Public Offering Price."
The Sponsors reserve the right to change the amount of the concession to
dealers from time to time. After the initial offering period the dealer
concession is negotiated on a case-by-case basis.
Sales will be made only with respect to whole Units, and the Sponsors reserve
the right to reject, in whole or in part, any order for the purchase of Units.
A purchaser does not become a Unit holder (Certificate holder) or become
entitled to exercise the rights of a Unit holder (including the right to redeem
his Units) until he has paid for his Units. Generally, such payment must be
made within five business days after an order for the purchase of Units has
been placed. The price paid by a Unit holder is the Public Offering Price in
effect at the time his order is received, plus accrued interest (see "Public
Offering--Method of Evaluation"). This price may be different from the Public
Offering Price in effect on any other day, including the day on which he made
payment for the Units.
MARKET FOR UNITS
Following the initial public offering period the Sponsors, although not
obligated to do so, presently intend to maintain a market for the Units of a
Trust and continuously to offer to purchase such Units at prices based upon the
aggregate bid price of the underlying Bonds. For information relating to the
method and frequency of the Evaluator's determination of the aggregate bid
price of the underlying Bonds, see "Public Offering--Method of Evaluation." The
Sponsors may cease to maintain such a market at any time and from time to time
without notice if the supply of Units of a Trust of this Series exceeds demand
or for any other reason. In this event the Sponsors may nonetheless purchase
Units, as a service to Unit holders, at prices based on the current Redemption
Price of those Units. In the event that a market is not maintained for the
Units of a Trust, a Unit holder of such Trust desiring to dispose of his Units
may be able to do so only by tendering such Units to the Trustee for redemption
at the Redemption Price, which is based upon the aggregate bid price of the
underlying Bonds. The aggregate bid price of the underlying Bonds of a Trust
may be expected to be less than the aggregate offering price.
EXCHANGE OPTION
Unit holders may elect to exchange any or all of their Units of this series
for units of one or more of any series of Tax Exempt Securities Trust (the
"Exchange Trust") available for sale in the state in which the Unit holder
resides at a Public Offering Price for the units of the Exchange Trust to be
acquired based on a fixed sales charge of $25 per unit. The Sponsors reserve
the right to modify, suspend or terminate this plan at any time without further
notice to Unit holders. Therefore, there is no assurance that a market for
units will in fact exist on any given date on which a Unit holder wishes to
sell his Units of this series and thus there is no assurance that the Exchange
Option will be available to a Unit holder. Exchanges will be effected in whole
units ONLY. Any excess proceeds from Unit
B-14
<PAGE>
holders' Units being surrendered will be returned and Unit holders will NOT be
permitted to advance any new money in order to complete an exchange.
An exchange of Units pursuant to the Exchange Option for units of an Exchange
Trust will generally constitute a "taxable event" under the Code, i.e., a
Holder will recognize a gain or loss at the time of exchange. However, an
exchange of Units of this Trust for units of any other series of the Tax Exempt
Securities Trust which are grantor trusts for U.S. Federal income tax purposes
will not constitute a taxable event to the extent that the underlying
securities in each trust do not differ materially either in kind or in extent.
Unit holders are urged to consult their own tax advisors as to the tax
consequences to them of exchanging Units in particular cases.
Units of the Exchange Trust will be sold under the Exchange Option at the bid
prices of the underlying securities in the particular portfolio involved per
unit plus a fixed charge of $25 per unit. As an example, assume that a Unit
holder, who has three units of a trust with a current price of $1,020 per unit
based on the bid prices of the underlying securities, desires to exchange his
Units for units of a series of an Exchange Trust with a current price of $880
per unit based on the bid prices of the underlying securities. In this example,
the proceeds from the Unit holder's units will aggregate $3,060. Since only
whole units of an Exchange Trust may be purchased under the Exchange Option,
the Unit holder would be able to acquire three units in the Exchange Trust for
a total cost of $2,715 ($2,640 for the units and $75 for the sales charge). The
remaining $345 would be returned to the Unit holder in cash.
REINVESTMENT PROGRAMS
Distributions of interest and principal, if any, are made to Unit holders
monthly. The Unit holder will have the option of either receiving his monthly
income check from the Trustee or participating in one of the reinvestment
programs offered by certain of the Sponsors provided such Unit holder meets the
minimum qualifications of the reinvestment program and such program lawfully
qualifies for sale in the jurisdiction in which the Unit holder resides. Upon
enrollment in a reinvestment program, the Trustee will direct monthly interest
distributions and principal distributions, if any, to the reinvestment program
selected by the Unit holder. Since each Sponsor has arranged for different
reinvestment alternatives, Unit holders should contact the Sponsors for more
complete information, including charges and expenses. The appropriate
prospectus will be sent to the Unit holder. The Unit holder should read the
prospectus for a reinvestment program carefully before deciding to participate.
Participation in the reinvestment program will apply to all Units of a Trust
owned by a Unit holder and may be terminated at any time by the Unit holder, or
the program may be modified or terminated by the Trustee or the program's
Sponsor.
SPONSORS' AND UNDERWRITERS' PROFITS
For their services the Underwriters (see Part A, "Underwriting") receive a
commission based on the sales charge of a particular Trust (see "Public
Offering--Offering Price") as adjusted pursuant to the Agreement Among
Underwriters. The Sponsors receive a gross commission equal to the applicable
sales charge for any Units they have underwritten, and receive the difference
between the applicable sales charge and the Underwriter's commission for the
remainder of the Units. In addition, the Sponsors may realize profits or
sustain losses, as the case may be, in the amount of any difference between the
cost of the Bonds to a Trust (which is based on the aggregate offering price of
the underlying Bonds on the Date of Deposit) and the purchase price of such
Bonds to the Sponsors (which is the cost of the Bonds at the time they were
acquired for the account of a Trust and the cost of the Deposited Units at the
time they were acquired by the Sponsors). (See Part A, "Portfolio of
Securities"--Note (3).) Under certain circumstances, an Underwriter may be
entitled to share in such profits, if any, realized by the Sponsors. A Sponsor
may also realize profits or sustain losses with respect to Bonds deposited in a
Trust which were acquired from its own organization or from underwriting
syndicates of which it was a member. During the initial public offering period
the Underwriters also may realize profits or sustain losses as a result of
fluctuations after the Date of Deposit in the offering prices of the Bonds and
hence in the Public Offering Price received by the Underwriters for Units.
Cash, if any, made available to the Sponsors prior to the anticipated first
settlement date for the purchase of Units may be used in the Sponsors'
businesses to the extent permitted by applicable regulations and may be of use
to the Sponsors.
In maintaining a market for the Units of a Trust (see "Public Offering--
Market for Units"), the Sponsors will also realize profits or sustain losses in
the amount of any difference between the price at which they buy such Units and
the price at which they resell or redeem such Units (see "Public Offering--
Offering Price").
RIGHTS OF UNIT HOLDERS
CERTIFICATES
Ownership of Units of a Trust is evidenced by registered certificates
executed by the Trustee and the Sponsors. Certificates are transferable by
presentation and surrender to the Trustee properly endorsed or accompanied by a
written instrument or instruments of transfer.
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Certificates may be issued in denominations of one Unit or any multiple
thereof. A Unit holder may be required to pay $2.00 per certificate reissued or
transferred, and to pay any governmental charge that may be imposed in
connection with each such transfer or interchange. For new certificates issued
to replace destroyed, stolen or lost certificates, the Unit holder must furnish
indemnity satisfactory to the Trustee and must pay such expenses as the Trustee
may incur. Mutilated certificates must be surrendered to the Trustee for
replacement.
DISTRIBUTION OF INTEREST AND PRINCIPAL
Interest and principal received by a Trust will be distributed on each
monthly Distribution Date on a pro rata basis to Unit holders in such Trust of
record as of the preceding Record Date. All distributions will be net of
applicable expenses and funds required for the redemption of Units and, if
applicable, reimbursements to the Trustee for interest payments advanced to
Unit holders on previous Monthly Distribution Dates. (See Part A, "Summary of
Essential Information," "Tax Exempt Securities Trust--Expenses and Charges" and
"Rights of Unit Holders--Redemption of Units.")
The Trustee will credit to the Interest Account of a Trust all interest
received by such Trust, including that part of the proceeds of any disposition
of Bonds of such Trust which represents accrued interest. Other receipts will
be credited to the Principal Account of a Trust. The pro rata share of the
Interest Account and the pro rata share of cash in the Principal Account
represented by each Unit of a Trust will be computed by the Trustee each month
as of the Record Date. (See Part A, "Summary of Essential Information.")
Proceeds received from the disposition of any of the Bonds subsequent to a
Record Date and prior to the next succeeding Distribution Date will be held in
the Principal Account and will not be distributed until the following
Distribution Date. The distribution to the Unit holders as of each Record Date
will be made on the following Distribution Date or shortly thereafter and shall
consist of an amount substantially equal to one-twelfth of such holders' pro
rata share of the estimated annual income to the Interest Account after
deducting estimated expenses (the "Monthly Income Distribution") plus such
holders' pro rata share of the cash balance in the Principal Account computed
as of the close of business on the preceding Record Date. Persons who purchase
Units between a Record Date and a Distribution Date will receive their first
distribution on the second Distribution Date following their purchase of Units.
No distribution need be made from the Principal Account if the balance therein
is less than an amount sufficient to distribute $1.00 per Unit. The Monthly
Income Distribution per Unit initially will be in the amount shown under Part
A, "Summary of Essential Information" for a Trust and will change as the income
and expenses of such Trust change and as Bonds are exchanged, redeemed, paid or
sold.
Normally, interest on the Bonds in the Portfolio of a Trust is paid on a
semi-annual basis. Because Bond interest is not received by a Trust at a
constant rate throughout the year, any Monthly Income Distribution may be more
or less than the amount credited to the Interest Account as of the Record Date.
In order to eliminate fluctuations in Monthly Income Distributions resulting
from such variances, the Trustee is required by the Trust Agreement to advance
such amounts as may be necessary to provide Monthly Income Distributions of
approximately equal amounts. The Trustee will be reimbursed, without interest,
for any such advances from funds available from the Interest Account on the
next ensuing Record Date or Record Dates, as the case may be. If all or a
portion of the Bonds for which advances have been made subsequently fail to pay
interest when due, the Trustee may recoup advances made by it in anticipation
of receipt of interest payments on such Bonds by reducing the amount
distributed per Unit in one or more Monthly Interest Distributions. If units
are redeemed subsequent to such advances by the Trustee, but prior to receipt
by the Trustee of actual notice of such failure to pay interest, the amount of
which was so advanced by the Trustee, each remaining Unit holder will be
subject to a greater pro rata reduction in his Monthly Interest Distribution
than would have occurred absent such redemptions. Funds which are available for
future distributions, payments of expenses and redemptions are in accounts
which are non-interest bearing to Unit holders and are available for use by
United States Trust Company of New York, pursuant to normal banking procedures.
The Trustee is entitled to the benefit of any reasonable cash balances in the
Income and Principal Accounts. Because of the varying interest payment dates of
the Bonds comprising a Trust Portfolio, accrued interest at any point in time
will be greater than the amount of interest actually received by a Trust and
distributed to Unit holders. This excess accrued but undistributed interest
amount will be added to the value of the units on any purchase made after the
Date of Deposit. If a Unit holder sells all or a portion of his Units a portion
of his sale proceeds will be allocable to his proportionate share of the
accrued interest. Similarly, if a Unit holder redeems all or a portion of his
Units, the Redemption Price per Unit which he is entitled to receive from the
Trustee will also include his accrued interest on the Bonds. (See "Rights of
Unit Holders--Redemption of Units--Computation of Redemption Price per Unit.")
The Trustee is also entitled to withdraw from the Interest Account, and to the
extent funds are not sufficient therein, from the Principal Account, on one or
more Record Dates as may be appropriate, amounts sufficient to recoup advances
which it has made in anticipation of the receipt by the Trust of interest in
respect of Bonds which subsequently fail to pay interest when due.
As of the first day of each month the Trustee will deduct from the Interest
Account of a Trust and, to the extent funds are not sufficient therein, from
the Principal Account of such Trust, amounts necessary to pay the expenses of
such Trust. (See "Tax Exempt Securities Trust--Expenses and Charges.") The
Trustee also may withdraw from said accounts such amounts, if any, as it deems
necessary to establish a reserve for any governmental charges payable out of a
Trust. Amounts so withdrawn shall not be considered a
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part of the Trust's assets until such time as the Trustee shall return all or
any part of such amounts to the appropriate account. In addition, the Trustee
may withdraw from the Interest Account and the Principal Account such amounts
as may be necessary to cover redemption of Units by the Trustee. (See "Rights
of Unit Holders--Redemption of Units.")
The Trustee has agreed to advance to a Trust the amount of accrued interest
due on the Bonds of such Trust from their respective issue dates or previous
interest payment dates through the Date of Deposit. This accrued interest
amount will be paid to the Sponsors as the holders of record of all Units on
the first settlement date for the Units. Consequently, when the Sponsors sell
Units of a Trust, the amount of accrued interest to be added to the Public
Offering Price of the Units purchased by an investor will include only accrued
interest from the day after the Date of Deposit, to, but not including, the
date of settlement of the investor's purchase (normally five business days
after purchase), less any distributions from the Interest Account. The Trustee
will recover its advancements to a Trust (without interest or other cost to
such Trust) from interest received on the Bonds deposited in such Trust.
REPORTS AND RECORDS
The Trustee shall furnish Unit holders in connection with each distribution a
statement of the amount of interest, if any, and the amount of other receipts,
if any, which are being distributed, expressed in each case as a dollar amount
per Unit. In the event that the issuer of any of the Bonds fails to make
payment when due of any interest or principal and such failure results in a
change in the amount which would otherwise be distributed as a monthly
distribution, the Trustee will, with the first such distribution following such
failure, set forth in an accompanying statement, the issuer and the Bond, the
amount of the reduction in the distribution per Unit resulting from such
failure, the percentage of the aggregate principal amount of Bonds which such
Bond represents and, to the extent then determined, information regarding any
disposition or legal action with respect to such Bond. Within a reasonable time
after the end of each calendar year, the Trustee will furnish to each person
who at any time during the calendar year was a Unit holder of record, a
statement (1) as to the Interest Account: interest received (including amounts
representing interest received upon any disposition of Bonds), deductions for
payment of applicable taxes and for fees and expenses of a Trust, redemptions
of Units and the balance remaining after such distributions and deductions,
expressed both as a total dollar amount and as a dollar amount representing the
pro rata share of each Unit outstanding on the last business day of such
calendar year; (2) as to the Principal Account: the dates of disposition of any
Bonds and the net proceeds received therefrom (excluding any portion
representing interest), deductions for payments of applicable taxes and for
fees and expenses of a Trust, redemptions of Units, and the balance remaining
after such distributions and deductions, expressed both as a total dollar
amount and as a dollar amount representing the pro rata share of each Unit
outstanding on the last business day of such calendar year; (3) a list of the
Bonds held and the number of Units outstanding on the last business day of such
calendar year; (4) the Redemption Price per Unit based upon the last
computation thereof made during such calendar year; and (5) amounts actually
distributed during such calendar year from the Interest Account and from the
Principal Account, separately stated, expressed both as total dollar amounts
and as dollar amounts representing the pro rata share of each Unit outstanding.
The accounts of a Trust shall be audited not less frequently than annually by
independent auditors designated by the Sponsors, and the report of such
auditors shall be furnished by the Trustee to Unit holders upon request.
The Trustee shall keep available for inspection by Unit holders at all
reasonable times during usual business hours, books of record and account of
its transactions as Trustee including records of the names and addresses of
Unit holders, certificates issued or held, a current list of Bonds in the
Portfolio of a Trust and a copy of the Trust Agreement.
REDEMPTION OF UNITS
Units may be tendered to the Trustee for redemption at its unit investment
trust office at 770 Broadway, New York, New York 10003, upon payment of any
relevant tax. At the present time there are no specific taxes related to the
redemption of the Units. No redemption fee will be charged by the Sponsors or
the Trustee. Units redeemed by the Trustee will be cancelled.
Certificates for Units to be redeemed must be properly endorsed or
accompanied by a written instrument of transfer. Unit holders must sign exactly
as their name appears on the face of the certificate with the signature
guaranteed by an officer of a national bank or trust company or by a member of
either the New York, Midwest or Pacific Stock Exchange. In certain instances
the Trustee may require additional documents such as, but not limited to, trust
instruments, certificates of death, appointments as executor or administrator
or certificates of corporate authority.
Within seven calendar days following such tender, the Unit holder will be
entitled to receive in cash an amount for each Unit tendered equal to the
Redemption Price per Unit computed as of the Evaluation Time set forth in the
"Summary of Essential Information" in Part A on the date of tender. (See
"Redemption of Units--Computation of Redemption Price per Unit.") The "date of
tender" is deemed to be the date on which Units are received by the Trustee,
except as regards Units received after the close of trading on the New York
Stock Exchange, the date of tender is the next day on which such Exchange is
open for trading, and such Units will be deemed to have been tendered to the
Trustee on such day for redemption at the Redemption Price computed on that
day. For information relating
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to the purchase by the Sponsors of Units tendered to the Trustee for redemption
at prices in excess of the Redemption Price, see "Redemption of Units--Purchase
by the Sponsors of Units Tendered for Redemption."
Accrued interest paid on redemption shall be withdrawn from the Interest
Account, or, if the balance therein is insufficient, from the Principal
Account. All other amounts paid on redemption shall be withdrawn from the
Principal Account. The Trustee is empowered to sell Bonds in order to make
funds available for redemption. Such sales, if required, could result in a sale
of Bonds by the Trustee at a loss. To the extent Bonds are sold, the size and
diversity of a Trust will be reduced.
The Trustee reserves the right to suspend the right of redemption and to
postpone the date of payment of the Redemption Price per Unit for any period
during which the New York Stock Exchange is closed, other than weekend and
holiday closings, or trading on that Exchange is restricted or during which (as
determined by the Securities and Exchange Commission) an emergency exists as a
result of which disposal or evaluation of the underlying Bonds is not
reasonably practicable, or for such other periods as the Securities and
Exchange Commission has by order permitted.
COMPUTATION OF REDEMPTION PRICE PER UNIT--The Redemption Price per Unit of a
Trust is determined by the Trustee on the basis of the bid prices of the Bonds
in such Trust as of the Evaluation Time on the date any such determination is
made. The Redemption Price per Unit of a Trust is each Unit's pro rata share,
determined by the Trustee, of: (1) the aggregate value of the Bonds in such
Trust on the bid side of the market (determined by the Evaluator as set forth
below), (2) cash on hand in such Trust (other than funds covering contracts to
purchase Bonds), and accrued and unpaid interest on the Bonds as of the date of
computation, less (a) amounts representing taxes or governmental charges
payable out of such Trust, (b) the accrued expenses of such Trust, and (c) cash
held for distribution to Unit holders of such Trust of record as of a date
prior to the evaluation. The Evaluator may determine the value of the Bonds in
the Trust (1) on the basis of current bid prices for the Bonds, (2) if bid
prices are not available for any Bonds, on the basis of current bid prices for
comparable securities, (3) by appraisal, or (4) by any combination of the
above.
The difference between the bid and offering prices of the Bonds may be
expected to average approximately 1 1/2% of principal amount. In the case of
actively traded securities, the difference may be as little as 1/2 of 1%, and
in the case of inactively traded securities such difference usually will not
exceed 3%. The price at which Units may be redeemed could be less than the
price paid by the Unit holder. On the Date of Deposit for each Trust the
aggregate current offering price of such Bonds per Unit exceeded the bid price
of such Bonds per Unit by the amounts set forth under Part A, "Summary of
Essential Information."
PURCHASE BY THE SPONSORS OF UNITS TENDERED FOR REDEMPTION--The Trust
Agreement requires that the Trustee notify the Sponsors of any tender of Units
for redemption. So long as the Sponsors are maintaining a bid in the secondary
market, the Sponsors, prior to the close of business on the second succeeding
business day, will purchase any Units tendered to the Trustee for redemption at
the price so bid by making payment therefor to the Unit holder in an amount not
less than the Redemption Price not later than the day on which the Units would
otherwise have been redeemed by the Trustee. (See "Public Offering--Market for
Units.")
The offering price of any Units resold by the Sponsors will be the Public
Offering Price determined in the manner provided in this Prospectus. (See
"Public Offering--Offering Price.") Any profit resulting from the resale of
such Units will belong to the Sponsors which likewise will bear any loss
resulting from a lower offering or redemption price subsequent to their
acquisition of such Units. (See "Public Offering--Sponsors' and Underwriters'
Profits.")
SPONSORS
Smith Barney Shearson Inc., 1345 Avenue of the Americas, New York, New York
10105 ("Smith Barney"), was incorporated in Delaware in 1960 and traces its
history through predecessor partnerships to 1873. Smith Barney, an investment
banking and securities broker-dealer firm, is a member of the New York Stock
Exchange, Inc. and other major securities and commodities exchanges, the
National Association of Securities Dealers, Inc. and the Securities Industry
Association. Smith Barney is an indirect wholly-owned subsidiary of The
Travelers Inc.
Kidder, Peabody & Co. Incorporated, 60 Broad Street, New York, New York 10004
("Kidder, Peabody"), was incorporated in Delaware in 1956 and traces its
history through predecessor partnerships to 1865. Kidder, Peabody, an
investment banking and securities broker-dealer firm, is a member of the New
York Stock Exchange, Inc. and other major securities and option exchanges, the
National Association of Securities Dealers, Inc. and the Securities Industry
Association.
Smith Barney sponsors seven open-end investment companies, Smith Barney
Equity Funds, Inc., Smith Barney Funds, Inc., Smith Barney Variable Account
Funds, Smith Barney Tax Free Money Fund, Inc., Smith Barney Money Funds, Inc.,
Smith Barney Muni Bond Funds and Smith Barney World Funds, Inc. and three
closed-end investment companies: Smith Barney Intermediate Municipal Fund,
Inc., The Inefficient-Market Fund, Inc. and Smith Barney Municipal Fund, Inc .
Smith Barney also sponsors all Series of Corporate Securities Trust, Government
Securities Trust and Harris, Upham Tax-Exempt Fund and acts as co-sponsor of
certain trusts of The Equity Income Fund, Concept Series. Kidder, Peabody
sponsors Target Corporate High Yield Series Unit Trust and a family of open-end
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investment companies, presently including: Kidder, Peabody Government Money
Fund, Inc., Kidder, Peabody Premium Account Fund, Kidder, Peabody Tax Exempt
Money Fund, Inc., Kidder, Peabody Cash Reserve Fund, Inc., Kidder, Peabody
Equity Income Fund, Inc., Kidder, Peabody Government Income Fund, Inc., Kidder,
Peabody California Tax Exempt Money Fund, Liquid Institutional Reserves
(Government Securities Income Fund, Money Market Fund and Treasury Securities
Fund), Kidder, Peabody Global Equity Fund, Kidder, Peabody Intermediate Fixed
Income Fund, Kidder, Peabody Adjustable Rate Government Fund, Kidder, Peabody
Global Fixed Income Fund, Kidder, Peabody Municipal Money Market Series
(Connecticut, New Jersey and New York), Kidder, Peabody Municipal Bond Fund,
Kidder, Peabody Emerging Markets Equity Fund, Kidder, Peabody Small Cap Equity
Fund, Institutional Adjustable Rate Government Portfolio and Kidder, Peabody
Asset Allocation Fund. Kidder Peabody Asset Management, Inc., a subsidiary of
Kidder, Peabody, is the investment adviser and/or manager of each of these
open-end investment companies. The Sponsors have acted previously as managing
underwriters of other investment companies. In addition to participating as a
member of various underwriting and selling groups or as agent of other
investment companies, the Sponsors also execute orders for the purchase and
sale of securities of investment companies and sell securities to such
companies in their capacities as brokers or dealers in securities.
LIMITATIONS ON LIABILITY
The Sponsors are jointly and severally liable for the performance of their
obligations arising from their responsibilities under the Trust Agreement, but
will be under no liability to Unit holders for taking any action or refraining
from any action in good faith or for errors in judgment or responsible in any
way for depreciation or loss incurred by reason of the sale of any Bonds,
except in cases of willful misfeasance, bad faith, gross negligence or reckless
disregard of their obligations and duties. (See "Tax Exempt Securities Trust--
Portfolio" and "Sponsors--Responsibility.")
RESPONSIBILITY
The Sponsors are empowered to direct the Trustee to dispose of Bonds when
certain events occur that adversely affect the value of the Bonds, including
default in payment of interest or principal, default in payment of interest or
principal on other obligations of the same issuer, institution of legal
proceedings, default under other documents adversely affecting debt service,
decline in price or the occurrence of other market or credit factors, or
decline in projected income pledged for debt service on revenue Bonds and
advanced refunding that, in the opinion of the Sponsors, may be detrimental to
the interests of the Unit holders.
The Sponsors intend to provide portfolio services for each Trust in order to
determine whether the Trustee should be directed to dispose of any such Bonds.
It is the responsibility of the Sponsors to instruct the Trustee to reject
any offer made by an issuer of any of the Bonds to issue new obligations in
exchange and substitution for any Bonds pursuant to a refunding or refinancing
plan, except that the Sponsors may instruct the Trustee to accept such an offer
or to take any other action with respect thereto as the Sponsors may deem
proper if the issuer is in default with respect to such Bonds or in the
judgment of the Sponsors the issuer will probably default in respect to such
Bonds in the foreseeable future.
Any obligations so received in exchange or substitution will be held by the
Trustee subject to the terms and conditions of the Trust Agreement to the same
extent as Bonds originally deposited thereunder. Within five days after the
deposit of obligations in exchange or substitution for underlying Bonds, the
Trustee is required to give notice thereof to each Unit holder, identifying the
Bonds eliminated and the Bonds substituted therefor. Except as stated in this
and the preceding paragraph, the acquisition by a Trust of any securities other
than the Bonds initially deposited in the Trust is prohibited.
Smith Barney Shearson Inc. has been appointed by Kidder, Peabody & Co.
Incorporated as agent for purposes of taking any action required or permitted
to be taken by the Sponsors under the Trust Agreement. If the Sponsors are
unable to agree with respect to action to be taken jointly by them under the
Trust Agreement and they cannot agree as to which Sponsor shall act as sole
Sponsor, then Smith Barney Shearson Inc. shall act as sole Sponsor. If one of
the Sponsors fails to perform its duties under the Trust Agreement or becomes
incapable of acting or becomes bankrupt or its affairs are taken over by public
authorities, that Sponsor is automatically discharged under the Trust Agreement
and the remaining Sponsor acts as Sponsor.
RESIGNATION
Any Sponsor may resign provided that at the time of such resignation each
remaining Sponsor maintains a net worth of $1,000,000 and is agreeable to such
resignation. Concurrently with or subsequent to such resignation a new Sponsor
may be appointed by the remaining Sponsors and the Trustee to assume the duties
of the resigning Sponsor. If all Sponsors resign or otherwise fail or become
unable to perform their duties under the Trust Agreement, and no express
provision is made for action by the Trustee in such event, the Trustee may
appoint a successor sponsor or terminate the Trust Agreement and liquidate the
Trusts.
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TRUSTEE
The Trustee is United States Trust Company of New York, with its principal
place of business at 114 West 47th Street, New York, New York 10036. United
States Trust Company of New York has, since its establishment in 1853, engaged
primarily in the management of trust and agency accounts for individuals and
corporations. The Trustee is a member of the New York Clearing House
Association and is subject to supervision and examination by the Superintendent
of Banks of the State of New York, the Federal Deposit Insurance Corporation
and the Board of Governors of the Federal Reserve System. In connection with
the storage and handling of certain Bonds deposited in the Trust, the Trustee
may use the services of The Depository Trust Company. These services may
include safekeeping of the Bonds and coupon-clipping, computer book-entry
transfer and institutional delivery services. The Depository Trust Company is a
limited purpose trust company organized under the Banking Law of the State of
New York, a member of the Federal Reserve System and a clearing agency
registered under the Securities Exchange Act of 1934.
LIMITATIONS ON LIABILITY
The Trustee shall not be liable or responsible in any way for depreciation or
loss incurred by reason of the disposition of any moneys, securities or
certificates or in respect of any evaluation or for any action taken in good
faith reliance on prima facie properly executed documents except in cases of
willful misfeasance, bad faith, gross negligence or reckless disregard for its
obligations and duties. In addition, the Trustee shall not be personally liable
for any taxes or other governmental charges imposed upon or in respect of a
Trust which the Trustee may be required to pay under current or future law of
the United States or any other taxing authority having jurisdiction. (See "Tax
Exempt Securities Trust-- Portfolio.") For information relating to the
responsibilities and indemnification of the Trustee under the Trust Agreement,
reference is made to the material set forth under "Rights of Unit Holders",
"Sponsors--Resignation" and "Other Charges."
RESIGNATION
By executing an instrument in writing and filing the same with the Sponsors,
the Trustee and any successor may resign. In such an event the Sponsors are
obligated to appoint a successor trustee as soon as possible. If the Trustee
becomes incapable of acting or becomes bankrupt or its affairs are taken over
by public authorities, the Sponsors may remove the Trustee and appoint a
successor as provided in the Trust Agreement. Such resignation or removal shall
become effective upon the acceptance of appointment by the successor trustee.
If no successor has accepted the appointment within thirty days after notice of
resignation, the retiring trustee may apply to a court of competent
jurisdiction for the appointment of a successor. The resignation or removal of
a trustee becomes effective only when the successor trustee accepts its
appointment as such or when a court of competent jurisdiction appoints a
successor trustee.
EVALUATOR
The Evaluator is Kenny S&P Evaluation Services, a division of Kenny
Information Systems, Inc., with main offices located at 65 Broadway, New York,
New York 10006.
LIMITATIONS ON LIABILITY
The Trustee, Sponsors and Unit holders may rely on any evaluation furnished
by the Evaluator and shall have no responsibility for the accuracy thereof.
Determination by the Evaluator under the Trust Agreement shall be made in good
faith upon the basis of the best information available to it; provided,
however, that the Evaluator shall be under no liability to the Trustee, the
Sponsors, or Unit holders for errors in judgment. But this provision shall not
protect the Evaluator in cases of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties.
RESPONSIBILITY
The Trust Agreement requires the Evaluator to evaluate the Bonds of a Trust
on the basis of their bid prices on the last business day of June and December
in each year, on the day on which any Unit of such Trust is tendered for
redemption and on any other day such evaluation is desired by the Trustee or is
requested by the Sponsors. For information relating to the responsibility of
the Evaluator to evaluate the Bonds on the basis of their offering prices, see
"Public Offering--Offering Price."
RESIGNATION
The Evaluator may resign or may be removed by the joint action of the
Sponsors and the Trustee, and in such event, the Sponsors and the Trustee are
to use their best efforts to appoint a satisfactory successor. Such resignation
or removal shall become effective
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upon the acceptance of appointment by a successor evaluator. If upon
resignation of the Evaluator no successor has accepted appointment within
thirty days after notice of resignation, the Evaluator may apply to a court of
competent jurisdiction for the appointment of a successor.
AMENDMENT AND TERMINATION OF THE TRUST AGREEMENT
AMENDMENT
The Sponsors and the Trustee have the power to amend the Trust Agreement
without the consent of any of the Unit holders when such an amendment is (1) to
cure any ambiguity or to correct or supplement any provision of the Trust
Agreement which may be defective or inconsistent with any other provision
contained therein, or (2) to make such other provisions as shall not adversely
affect the interests of the Unit holders; provided, that the Trust Agreement is
not amended to increase the number of Units issuable thereunder or to permit
the deposit or acquisition of securities either in addition to or in
substitution for any of the Bonds initially deposited in a Trust, except for
the substitution of certain refunding securities for such Bonds or to permit
the Trustee to engage in business or investment activities not specifically
authorized in the Trust Agreement as originally adopted. In the event of any
amendment, the Trustee is obligated to notify promptly all Unit holders of the
substance of such amendment.
TERMINATION
The Trust Agreement provides that if the principal amount of Bonds held in
Trust is less than 50% of the principal amount of the Bonds originally
deposited in such Trust, the Trustee may in its discretion and will, when
directed by the Sponsors, terminate such Trust. A Trust may be terminated at
any time by 100% of the Unit holders. However, in no event may a Trust continue
beyond the Mandatory Termination Date set forth under Part A, "Summary of
Essential Information." In the event of termination, written notice thereof
will be sent by the Trustee to all Unit holders. Within a reasonable period
after termination, the Trustee will sell any Bonds remaining in the affected
Trust, and, after paying all expenses and charges incurred by such Trust, will
distribute to each Unit holder, upon surrender for cancellation of his
certificate for Units, his pro rata share of the balances remaining in the
Interest and Principal Account of such Trust.
LEGAL OPINION
The legality of the Units has been passed upon by Davis Polk & Wardwell, 450
Lexington Avenue, New York, New York 10017, as special counsel for the
sponsors.
AUDITORS
The Statements of Financial Condition and the Portfolios of Securities
included in this Prospectus have been audited by KPMG Peat Marwick, independent
auditors, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in accounting and
auditing.
BOND RATINGS+
ALL RATINGS SHOWN UNDER PART A, "PORTFOLIO OF SECURITIES", EXCEPT THOSE
IDENTIFIED OTHERWISE, ARE BY STANDARD & POOR'S CORPORATION.
STANDARD & POOR'S CORPORATION
A Standard & Poor's corporate or municipal bond rating is a current
assessment of the creditworthiness of an obligor with respect to a specific
debt obligation. This assessment of creditworthiness may take into
consideration obligors such as guarantors, insurers, or lessees.
The bond rating is not a recommendation to purchase or sell a security,
inasmuch as it does not comment as to market price or suitability for a
particular investor.
The ratings are based on current information furnished to Standard & Poor's
by the issuer and obtained by Standard & Poor's from other sources it considers
reliable. The ratings may be changed, suspended or withdrawn as a result of
changes in, or unavailability of, such information.
- -------
+As described by the rating agencies.
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The ratings are based, in varying degrees, on the following considerations:
I. Likelihood of default--capacity and willingness of the obligor as to
the timely payment of interest and repayment of principal in accordance
with the terms of the obligation;
II. Nature of and provisions of the obligation; and
III. Protection afforded by, and relative position of, the obligation in
the event of bankruptcy, reorganization or other arrangement under the laws
of bankruptcy and other laws affecting creditors' rights.
AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay interest and repay
principal.
AA--Bonds rated AA have a very strong capacity to pay interest and repay
principal, and in the majority of instances they differ from AAA issues only in
small degrees.
A--Bonds rated A have a strong capacity to pay interest and repay principal,
although they are somewhat more susceptible to the adverse affects of changes
in circumstances and economic conditions than bonds in higher-rated categories.
BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in the higher-rated categories.
Plus (+) or Minus (-): To provide more detailed indications of credit
quality, the ratings from "AA" to "BB" may be modified by the addition of a
plus or minus sign to show relative standing within the major rating
categories.
Provisional Ratings: The letter "p" following a rating indicates the rating
is provisional. A provisional rating assumes the successful completion of the
project being financed by the issuance of the bonds being rated and indicates
that payment of debt service requirements is largely or entirely dependent upon
the successful and timely completion of the project. This rating, however,
while addressing credit quality subsequent to completion, makes no comment on
the likelihood of, or the risk of default upon failure of, such completion.
Accordingly, the investor should exercise his own judgment with respect to such
likelihood and risk.
Conditional rating(s), indicated by "Con" are given to bonds for which the
continuance of the security rating is contingent upon Standard & Poor's receipt
of an executed copy of the escrow agreement or closing documentation confirming
investments and cash flows and/or the security rating is conditional upon the
issuance of insurance by the respective insurance company.
MOODY'S INVESTORS SERVICE
A brief description of the applicable Moody's Investors Service's rating
symbols and their meanings is as follows:
Aaa--Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge". Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. Aa bonds are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or fluctuation
of protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than in
Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.
Baa--Bonds which are rated Baa are considered as medium grade obligations:
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Rating symbols may include numerical modifiers "1," "2," or "3." The
numerical modifier "1" indicates that the security ranks at the high end, "2"
in the mid-range, and "3" nearer the low end of the generic category. These
modifiers of rating symbols "Aa," "A" and "Baa" are to give investors a more
precise indication of relative debt quality in each of the historically defined
categories.
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FITCH INVESTORS SERVICE, INC.
AAA--These bonds are considered to be investment grade and of the highest
quality. The obligor has an extraordinary ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.
AA--These bonds are considered to be investment grade and of high quality.
The obligor's ability to pay interest and repay principal, while very strong,
is somewhat less than for AAA rated securities or more subject to possible
change over the term of the issue.
A--These bonds are considered to be investment grade and of good quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions
and circumstances than bonds with higher ratings.
BBB--These bonds are considered to be investment grade and of satisfactory
quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however are more likely to weaken this ability than bonds with
higher ratings.
A "+" or a "-" sign after a rating symbol indicates relative standing in its
rating.
FEDERAL TAX FREE VS. TAXABLE INCOME
This table shows the approximate yields which taxable securities must earn in
various income brackets to produce, after Federal income tax, returns
equivalent to specified tax-exempt bond yields. The table is computed on the
theory that the taxpayer's highest bracket tax rate is applicable to the entire
amount of any increase or decrease in his or her taxable income resulting from
a switch from taxable to tax-exempt securities or vice versa. The table
reflects the Federal income tax rates and the tax brackets for the 1993 taxable
year under the Code as in effect on the date of this Prospectus. Because the
Federal rate brackets are subject to adjustment based on changes in the
Consumer Price Index, the taxable equivalent yields for subsequent years may
vary somewhat from those indicated in the table. Use this table to find your
tax bracket. Read across to determine the approximate taxable yield you would
need to equal a return free of Federal income tax.
1994 TAX YEAR
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<TABLE>
<CAPTION>
TAXABLE INCOME BRACKET* TAX EXEMPT YIELD
JOINT RETURN SINGLE RETURN % TAX RATE 3.5% 4% 4.5% 5.00% 5.50% 6.00% 6.50% 7.00%
TAXABLE EQUIVALENT YIELD
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
UP TO $36,900 UP TO $22,100 15.0% 4.117 4.705 5.294 5.882 6.470 7.059 7.647 8.235
$ 36,900- 89,150 $ 22,100- 53,500 28.0% 4.861 5.555 6.250 6.944 7.638 8.333 9.028 9.722
$ 89,150-140,000 $ 53,500-115,000 31.0% 5.072 5.797 6.521 7.246 7.971 8.696 9.420 10.145
$140,000-250,000 $115,000-250,000 36.0% 5.468 6.250 7.031 7.812 8.593 9.375 10.156 10.937
OVER $250,000 OVER $250,000 39.6% 5.794 6.622 7.450 8.278 9.105 9.933 10.761 11.589
- --------------------------------------------------------------------------------------------------
</TABLE>
* The income amount shown is income subject to Federal income tax reduced by
adjustments to income, exemptions, and itemized deductions or the standard
deduction. It is assumed that the investor is not subject to the alternative
minimum tax. Where applicable, investors should take into account the
provisions of the Code under which the benefit of certain itemized deductions
and the benefit of personal exemptions are limited in the case of higher
income individuals. Under the Code, individual taxpayers with adjusted gross
income in excess of a $111,800 threshold amount are subject to an overall
limitation on certain itemized deductions, requiring a reduction equal to the
lesser of (i) 3% of adjusted gross income in excess of the $111,800 threshold
amount or (ii) 80% of the amount of such itemized deductions otherwise
allowable. The benefit of each personal exemption is phased-out for married
taxpayers filing a joint return with adjusted gross income in excess of
$167,700 and for single taxpayers with adjusted gross income in excess of
$111,800. Personal exemptions are phased out at the rate of two percentage
points for each $2,500 (or fraction thereof) of adjusted gross income in
excess of the applicable threshold amount. The first three Federal tax
brackets, the threshold amounts at which itemized deductions are subject to
reduction, and the range over which personal exemptions are phased out will
be adjusted for inflation for each year. The 36.0% and 39.6% Federal tax
brackets will be adjusted for inflation for each year after 1994.
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PROSPECTUS--PART C:
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NOTE: PART C OF THIS PROSPECTUS MAY NOT BE DISTRIBUTED UNLESS ACCOMPANIED BY
PARTS A AND B.
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TAX EXEMPT SECURITIES TRUST--THE STATE TRUSTS
Potential purchasers of the Units of a State Trust should consider the fact
that the Trust's Portfolio consists primarily of Bonds 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 Bonds. Each
State Trust is subject to certain additional risk factors. The Sponsors believe
the discussions of risk factors summarized below describe some of the more
significant aspects of the State Trusts. The sources of such information are
the official statements of issuers as well as other publicly available
documents. While the Sponsors have not independently verified this information,
they have no reason to believe that such information is not correct in all
material respects. Investment in a State Trust should be made with an
understanding that the value of the underlying Portfolio may decline with
increases in interest rates.
CALIFORNIA TRUST
RISK FACTORS--The economy of California (the "State") is the largest among
the 50 states and one of the largest in the world. The State's July 1, 1992
population of 31 million represented over 12.0% of the total United States
population. Total employment is about 14 million, the majority of which was in
the service, trade and manufacturing sectors.
Since the start of the 1990-91 fiscal year, 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. Employment levels are expected to stabilize by late 1993.
However, pre-recession job levels are not expected to be reached for several
more years. Unemployment reached 10% in November 1992 and is expected to remain
above 9% through 1993 and 1994. According to the Department of Finance,
recovery from the recession in California is not expected in meaningful terms
until late 1993 or 1994, notwithstanding signs of recovery elsewhere in the
nation.
After three years of recession, California's economy seems to be stabilizing,
however, economic signals remain mixed. On the plus side, nonfarm employment in
April was essentially unchanged from the December level. The unemployment rate
seems to be moving down, although the large April drop, from 9.4% to 8.6%,
probably exaggerates the improvement. Personal income growth is improving
gradually, from gains of 2% or less in 1991 to slightly over 3% at the
beginning of 1993, and taxable sales are stabilizing after a lengthy decline.
There are still ample signs of weakness. Manufacturing employment continues
to decline, with deep losses in aerospace, reflecting defense cuts and weak
commercial markets. Despite strong output and sales gains, electronics firms
continue to cut payrolls. All manufacturing industries, with the exception of
apparel and textiles, are posting employment losses. Housing, usually an engine
of recovery, remains in a slump. Permit volume has averaged a 95,000 unit
annual rate in recent months, actually somewhat below 1992's 98,000 total.
Nonresidential construction continues to hit new recession lows, reflecting
oversupplied commercial office, retail and hotel markets. Employment continues
to decline in normally stable industries such as banking, the utilities and
most segments of wholesale and retail trade. Food, department and apparel
stores are shedding jobs, and government employment is down 30,000 jobs over
the past year.
The Department of Finance, in its May 1993 Revision of the Governor's 1993-94
Budget, states that it expects this essentially flat pattern of economic
activity to persist throughout 1993, with employment by year end only
marginally higher than in April. Gains in service industries, mainly health
care, temporary agencies (in business services), motion picture production and
amusements are expected to continue. There should be modest increases in
wholesale and retail trade. The finance and transportation and utilities groups
will be stable to down slightly. Assuming a modest pickup in homebuilding,
construction employment will also be flat this year. Against these,
manufacturing and government will continue to lose jobs. The largest losses in
percentage terms will be in aerospace manufacturing and the Federal Department
of Defense, reflecting cuts in the military budget. Budget constraints will
also affect State and local government.
The recession has seriously affected State tax revenues, which basically
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-14 education (kindergarten through community college), health, welfare
and corrections--growing at rates significantly higher than the growth rates
for the principal revenue sources of the General Fund. As a result, the State
has experienced recurring budget deficits; the State Controller reports that
expenditures exceeded revenues for four of the last five completed fiscal
years. Revenues declined in 1990-91 over 1989-90, the first time since the
1930s. By June 30, 1993, according to the
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Department of Finance, the State's Reserve for Economic Uncertainties had a
deficit, on a budget basis, of approximately $2.75 billion. A further
consequence of the large budget imbalances over the last three fiscal years has
been that the State depleted its available cash resources and has had to use a
series of external borrowings to meet its cash needs.
1992-93 BUDGET. By the time the 1992-93 Governor's Budget was presented in
January 1992, it was evident the recession was much deeper than earlier
anticipated. To balance the proposed budget, program reductions totalling
$4.365 billion and revenue and transfer increases of $872 million were proposed
for the 1991-92 and 1992-93 fiscal years. By the time of the Governor's May
Revision, issued on May 20, 1992, the Administration estimated that the 1992-93
Budget needed to address a gap of about $7.9 billion, much of which was needed
to repay the accumulated budget deficits of the previous two years.
The severity of the budget actions needed led to a long delay in adopting the
budget. With the failure to adopt a budget by July 1, 1992, which would have
allowed the State to carry out its normal annual cash flow borrowing, the
Controller was forced to issue registered warrants to pay a variety of
obligations representing prior years' or continuing appropriations, and
mandates from court orders. Available funds were used to make constitutionally-
mandated payments, such as debt service on bonds and revenue anticipations
warrants. Between July 1 and September 4, 1992, the Controller issued a total
of approximately $3.8 billion of registered warrants. After that date, all
remaining outstanding registered warrants (about $2.9 billion) were called for
redemption from proceeds of the issuance of 1992 Interim Notes after the budget
was adopted.
The 1992-93 Budget Act, signed by the Governor on September 2, 1992, provided
for expenditures of $57.4 billion and consisted of General Fund expenditures of
$40.8 billion and Special Fund and Bond Fund expenditures of $16.6 billion. The
Department of Finance estimated in September 1992 that there would be a balance
in the Special Fund for Economic Uncertainties of $28 million on June 30, 1993.
The $7.9 billion budget gap was closed through a combination of increased
revenues and transfers and expenditure cuts such as:
1. General Fund savings in health and welfare programs totalling $1.6
billion.
2. General Fund reductions of $1.9 billion for K-12 schools and community
colleges.
3. General Fund savings of $1.3 billion by revising the State aid program
to local governments originally enacted after Proposition 13.
4. Program cuts for higher education totaling $415 million.
5. A total of $1.6 billion of transfers and accelerated collections of
State revenues.
6. Approximately $1.0 billion from various additional program reductions.
Shortly after the 1992-93 Budget Act was enacted, it became evident the
economic conditions in the State were not beginning to improve in the second
half of 1992, as assumed by the Department of Finance's May 1992 economic
estimates. This was exacerbated by enactment of an initiative measure in
November 1992 repealing a sales tax for certain candy, snack foods and bottled
water, reducing revenues by about $300 million for a full fiscal year ($200
million in 1992-93). The Governor's Budget proposal for 1993-94, released on
January 8, 1993 (the "January Governor's Budget"), confirmed the earlier
forecasts about the State's economy and the 1992-93 Budget Act. The January
Governor's Budget projected that the economy would not start meaningful
recovery from the recession until late 1993 or 1994. With the economy
continuing in recession throughout the 1992-93 fiscal year, revenues were
projected about $2.5 billion lower than anticipated when the 1992-93 Budget Act
was signed, leading to a projected $2.1 billion budget deficit at June 30, 1993
(compared to the Budget Act projection of a $28 million balance). That deficit
amount was projected if, by March 1993, the Legislature adopted several actions
proposed by the Governor to save about $475 million in the 1992-93 fiscal year.
The Legislature did not adopt any of the Governor's proposals.
On May 20, 1993, the Department of Finance released its May Revision to the
January Governor's Budget (the "May Revision"), updating revenue and
expenditure projections and proposals for the 1992-93 and 1993-94 fiscal years.
The May Revision projected that the General Fund will end the fiscal year on
June 30, 1993 with an accumulated budget deficit of about $2.8 billion, and a
negative fund balance of about $2.2 billion (the difference being certain
reserves for encumbrances and school funding costs). The Governor projected
revenues for 1992-93 of $41.0 billion, $1.0 billion less than in the 1991-92
fiscal year. On the expenditure side, the continued recession increased health
and welfare costs above the original Budget Act projections. Also, property tax
receipts at the local level were less than projected, so that the State will
not get the full $1.3 billion benefit from the property tax shift enacted in
the 1992-93 Budget Act. Overall, the May Revision projected total General Fund
expenditures of $41.1 billion for the 1992-93 fiscal year, about $300 million
higher than the Budget Act and $2.2 billion less than fiscal year 1991-92.
The January Governor's Budget had projected that, because of severely reduced
revenues, the State would face a cash flow shortfall in May 1993, necessitating
additional external borrowing. The State met this cash flow need by issuing
$3.0 billion of revenue anticipation notes on April 26, 1993, which matured on
June 24, 1993. The State also issued the 1993 Revenue Participation Warrants in
the principal amount of $2.0 billion to meet cash flow requirements for the end
of the 1992-93 fiscal year and the start of the 1993-94 fiscal year.
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<PAGE>
1993-94 BUDGET. The 1993-94 fiscal year represents the third consecutive year
the Governor and the Legislature were faced with a very difficult budget
environment, requiring revenue actions and expenditure cuts totalling multiple
billions of dollars to produce a balanced budget.
The Governor's Budget introduced on January 8, 1993 proposed General Fund
expenditures of $37.33 billion, with projected revenues of $39.87 billion. It
also proposed Special Fund expenditures of $12.35 billion and Special Fund
Revenues of $12.10 billion. To balance the budget in the face of declining
revenues, the Governor proposed a series of revenue shifts from local
government, reliance on increased federal aid, and reductions in State
spending.
The May Revision of the Governor's Budget, released on May 20, 1993,
indicated that the revenue projections of the January Budget Proposal were
tracking well, with the full year 1992-93 about $80 million higher than the
January projection. Personal income tax revenue was higher than projected,
sales tax was close to target, and bank and corporation taxes were lagging
behind projections. The May Revision projected the State would have about $2.7
billion accumulated deficit by June 30, 1993. The Governor proposed to repay
this deficit over an 18-month period. He also agreed to retain the 0.5% sales
tax scheduled to expire June 30 for a six-month period, dedicated to local
public safety purposes, with a November election to determine a permanent
extension. Unlike previous years, the Governor's Budget and May Revision did
not calculate a "gap" to be closed, but rather set forth revenue and
expenditure forecasts and proposals designed to produce a balanced budget.
The 1993-94 Budget Act, signed by the Governor on June 30, 1993, is
predicated on revenue and transfer estimates of $40.6 billion, about $700
million higher than the January Governor's Budget, but still about $400 million
below 1992-93 (and the second consecutive year of actual decline). The
principal reasons for this decline are the continued weak economy and the
expiration (or repeal) of three fiscal steps taken in 1991--a half cent
temporary sales tax (which generates about $1.5 billion annually), a deferral
of operating loss carry forwards ($440 million), and repeal by initiative of a
sales tax on candy and snack foods ($300 million). The Governor also proposes a
number of fiscal steps (tax credits and the like) to stimulate job growth,
which could result in short-term revenue costs. The 1993-94 Budget Act assumes
Special Fund revenues of $11.8 billion, an increase of 5.0% over 1992-93.
The 1993-94 Budget Act includes General Fund expenditures of $38.5 billion (a
6.5% reduction from projected 1992-93 expenditures of $41.2 billion), in order
to keep a balanced budget within the available revenues. The Budget also
includes Special Fund expenditures of $12.1 billion, a 4.2% increase. The
Budget Act reflects the following major adjustments:
1. Changes in local government financing to shift about $2.6 billion in
property taxes from cities, counties, special districts and redevelopment
agencies to school and community college districts.
2. The Budget keeps K-12 Proposition 98 funding on a cash basis at the
same per-pupil level as 1992-93 by providing schools a loan payable from
future years' Proposition 98 funds.
3. Receipt in 1993-94 of about $550 million in aid from the federal
government to offset health and welfare costs associated with foreign
immigrants living in the State, which would reduce a like amount of General
Fund expenditures.
4. Reductions of $0.3 billion in health and welfare programs.
5. Reductions of $400 million in support for higher education.
6. A 2 year suspension of the renters' tax credit ($390 million
expenditure reduction in 1993-94).
7. Various miscellaneous cuts (totalling approximately $150 million) in
State government services in many agencies, up to 15%.
8. Miscellaneous one-time items, including deferral of payment to the
Public Employees Retirement Fund and a change in accounting for debt
service from accrual to cash basis, saving $107 million.
A key feature of the 1993-94 Budget Act is a plan to retire the projected
$2.8 billion accumulated deficit over an 18-month period by the use of external
borrowing. The Budget Act estimates that about $1.6 billion of the deficit
elimination loan would be repaid by December 23, 1993 from the proceeds of the
$2.0 billion Revenue Anticipation Warrants issued on June 23, 1993.
The 1993-94 Budget Act continues to predict that population growth in the
1990's will keep upward pressure on major State programs, such as K-14
education, health, welfare and corrections, outstripping projected revenue
growth in an economy only very slowly emerging from a deep recession. The
Governor's health, welfare and local government reductions continue his efforts
to keep expenditures in line with resources in the long term. The Budget Act
also proposes significant restructuring of State government, with elimination
and consolidation of several agencies and numerous smaller boards, and change
to a "performance budgeting" concept which would be more efficient and cost-
effective (with a pilot project to be implemented in 1994-95). The Governor
also proposes initiatives in the field of information technology to increase
governmental productivity.
On June 2, 1993, the Commission on State Finance ("COSF") issued its
Quarterly General Fund Forecast, which assessed the Governor's May Revision.
The COSF report projected stagnant economic conditions through 1994, and agreed
generally with the
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Governor's economic projections, although the COSF showed slightly lower
growth than the Governor in some California economic factors. The COSF
projects lower revenues and higher expenditures in 1993-94 than the May
Revision, and notes that the May Revision continues the use of off-book loans
to schools and has no built-in protection against downside risk.
The COSF projects about $700 million lower revenues in 1993-94 than the May
Revision, principally because COSF believes most of the increase in personal
income taxes seen late in 1992-93 came from a one-time income shift, rather
than reflecting a permanent base of greater tax revenues. COSF also shows
other major taxes (and local property taxes) a little weaker than the May
Revision, with a resulting increase in expenditures to make up the property
tax shortfall for school financing. Altogether, COSF projects in its "primary
forecast" that the fund balance at June 30, 1994 would be over $800 million
more negative than the May Revision forecast, and the negative difference
would grow to $1.9 billion by June 30, 1995.
The COSF report includes two alternative forecasts based on either continued
recession, or stronger recovery. The pessimistic forecast is $3.8 billion
worse at June 30, 1995 than the Primary Forecast, and the optimistic forecast
is about $3.8 billion better. The COSF also expressed concern that the
proposed $2.6 billion shift of property taxes could materially impact local
governments' fiscal stability.
THE FOREGOING DISCUSSION OF THE 1993-94 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 1993-94 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.
Article XIIIB, as amended by Proposition 98 on November 8, 1988, also
establishes a minimum level of state funding for school and community college
districts and requires that excess revenues up to a certain limit be
transferred to schools and community college districts instead of returned to
the taxpayers. Determination of the minimum level of funding is based on
several tests set forth in Proposition 98. During fiscal year 1991-92 revenues
were smaller than expected, thus reducing the payment owed to schools in 1991-
92 under alternate "test" provisions. In response to the changing revenue
situation, and to fully fund the Proposition 98 guarantee in the 1991-92 and
1992-93 fiscal years without exceeding it, the Legislature enacted legislation
to reduce 1991-92 appropriations. The amount budgeted to schools but which
exceeded the reduced appropriation was treated as a non-Proposition 98 short-
term loan in 1991-92. As part of the 1992-93 Budget, $1.1 billion of the
amount budgeted to K-14 schools was designated to "repay" the prior year loan,
thereby reducing cash outlays in 1992-93 by that amount.
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
Sponsors cannot predict the impact of this or related legislation on the Bonds
in the 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 available for
other State programs, especially to the extent the Article XIIIB spending
limit would restrain the State's ability to fund such other programs by
raising taxes.
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STATE INDEBTEDNESS. As of June 30, 1993, the State had over $17.64 billion
aggregate amount of its general obligation bonds outstanding. General
obligation bond authorizations in the aggregate amount of approximately $7.24
billion remained unissued as of June 30, 1993. The State also builds and
acquires capital facilities through the use of lease purchase borrowing. As of
June 30, 1992, the State had approximately $2.88 billion of outstanding Lease-
Purchase Debt.
In addition to the general obligation bonds, State agencies and authorities
had approximately $21.87 billion aggregate principal amount of revenue bonds
and notes outstanding as of March 31, 1993. 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. Examples of such cases include challenges to the State's
method of taxation of certain businesses, challenges to certain vehicle license
fees, and challenges to the State's use of Public Employee Retirement System
funds to offset future State and local pension contributions. Other cases which
could significantly impact revenue or expenditures involve reimbursement to
school districts for voluntary school desegregation and state mandated costs,
challenges to Medi-Cal eligibility, recovery for flood damages, and liability
for toxic waste cleanup. Because of the prospective nature of these
proceedings, it is not presently possible to predict the outcome of such
litigation or estimate the potential impact on the ability of the State to pay
debt service on its obligations.
On November 1, 1993 the United States Supreme Court agreed to review the
California court decisions in Barclays Bank International, Ltd. v. Franchise
Tax Board and Colgate-Palmolive Company, Inc. v. Franchise Tax Board which
upheld California's worldwide combined reporting ("WWCR") method of taxing
corporations engaged in a unitary business operation against challenges under
the foreign commerce and due process clauses. In 1983, in Container Corporation
v. Franchise Tax Board, the Supreme Court held that the WWCR method did not
violate the foreign commerce clause in the case of a domestic-based unitary
business group with foreign-domiciled subsidiaries, but specifically left open
the question of whether a different result would obtain for a foreign-based
multinational unitary business. Barclays concerns a foreign-based multinational
and Colgate-Palmolive concerns a domestic-based multinational in light of
federal foreign policy developments since 1983. In a brief filed at the Supreme
Court's request, the Clinton Administration had argued that the Court should
not hear the Barclays case, even though there are "serious questions" about the
California Supreme Court's analysis and holdings, because the recent changes in
the law noted below means the issue in Barclays "lacks substantial recurring
importance." The Clinton Administration had previously decided not to become
involved in the Barclays petition. The United States Government under the Bush
Administration, along with various foreign Governments, had appeared as amicus
on behalf of Barclays before the California Courts. The Clinton Administration
has filed an amicus brief on the merits supporting the California Franchise Tax
Board, arguing that the Court should judge WWCR by looking at federal policies
in effect at the time the taxes were collected and stating that the federal
government had not indicated to the States during the 1970s and 1980s that it
objected to WWCR. The fiscal impact on the State of California has been
reported as follows: the State would have a refund $1.730 billion to taxpayers
($530 million due to Barclays; 41.2 billion due to Colgate), and cancel another
$2.35 billion of pending assessments ($350 million due to Barclays; $1.9
billion due to Colgate), if the Supreme Court ultimately strikes down the WWCR
method and rules its decision has retrospective effect.
RATINGS. As a result of the deterioration in the State's budget and cash
situation in fiscal year 1991-92, and the delay in adopting the 1992-93 budget
which resulted in issuance of registered warrants, rating agencies reduced the
State's credit rating. Between November 1991 and September 30, 1992, the rating
on the State's general obligation bonds was reduced by Standard & Poor's
Corporation from "AAA" to "A+", by Moody's Investors Service from "Aaa" to
"Aa", and by Fitch Investors Service, Inc. from "AAA" to "AA". 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 or withdrawn.
The January 1994 Los Angeles earthquake may negatively impact the ability of
certain issuers to make scheduled interest and principal payments, for example,
if the specific project for which bonds were issued is damaged or if revenues
backing certain bonds decline. In addition, the impact on tourism and business
spending resulting from earthquake damage and any delay in its repair could
negatively impact the ability of certain issuers to make timely debt payments.
Further, as with the October 1989 Loma Prieta earthquake that struck San
Francisco, lawsuits may be filed against state agencies. Both Moody's Investors
Service and Standard & Poor's Corporation have said that it is too soon to
offer official assessments of the damage and its effect on bondholders.
However, Moody's has also stated that because the pledge to make debt service
payments for general obligation bonds and essential purpose revenue bonds is
absolute and unconditional, it does not expect any rating adjustment over the
short-term for such bonds. The Sponsors are unable to predict the effects of
this earthquake or any other future natural disaster on the bonds in the
Portfolio of the California Trust.
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CALIFORNIA TAXES
In the opinion of Messrs. Adams, Duque & Hazeltine, Los Angeles, California,
special counsel on California tax matters, under existing law:
The California 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 California Trust
will be treated as the income, deductions and credits against tax of the
holders of Units in the California Trust under the income tax laws of the
State of California;
Interest on the bonds held by the California 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 California Trust will have a taxable event
when the California 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 California Trust is allocated among each of the bond issues held in the
California Trust (in accordance with the proportion of the California 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 California Trust which
issued such Unit 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 California Trust is deemed to be the owner
of a pro rata portion of the California Trust under the personal property
tax laws of the State of California; and
Each Unit holder's pro rata ownership of the bonds held by the California
Trust, as well as the interest income therefrom, is exempt from California
personal property taxes.
CONNECTICUT TRUST
STATE RISK FACTORS
Potential purchasers of the Units of a State Trust should consider the fact
that the Trust's Portfolio consists primarily of Bonds 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 Bonds. Each
State Trust is subject to certain additional risk factors:
The Sponsors believe the information summarized below describes some of the
more significant aspects of the Connecticut Trust. The sources of such
information are the official statements of issuers as well as other publicly
available documents. While the Sponsors have not independently verified this
information, they have no reason to believe that such information is not
correct in all material respects.
Potential purchasers of the Units of the Connecticut Trust should consider
the fact that the Trust's Portfolio consists primarily of Bonds issued by the
State of Connecticut (the "State") or its municipalities or authorities, and
realize the substantial risks associated with an investment in such Bonds.
Connecticut's manufacturing industry has historically been of prime economic
importance to Connecticut. The manufacturing industry is diversified, with
transportation equipment (primarily aircraft engines, helicopters and
submarines) dominant, followed by fabricated metal products, non-electrical
machinery and electrical machinery. From 1970 to 1992, however, there was a
rise in employment in service-related industries. During this period,
manufacturing employment declined 30.8%, while employment in other non-
agricultural establishments (including government) increased 60.8%,
particularly in the service, trade and finance categories. In 1992,
manufacturing accounted for only 20.1% of total non-agricultural employment in
Connecticut. Defense-related business plays an important role in the
Connecticut economy. On a per capita basis, defense awards to Connecticut have
traditionally been among the highest in the nation. Reductions in defense
spending have had a substantial adverse impact on Connecticut's economy.
Moreover, the State's largest defense contractors have announced substantial
labor force reductions scheduled to occur over the next four years.
The annual average unemployment rate (seasonally adjusted) in Connecticut
decreased from 6.9% in 1982 to a low of 3.0% in 1988 but rose to 7.2% in 1992.
While these rates were lower than those recorded for the U.S. as a whole for
the same periods, as of May, 1993, the estimated rate of unemployment in
Connecticut on a seasonally adjusted basis was 7.4%, compared to only 6.9% for
the United States as a whole, and pockets of significant unemployment and
poverty exist in some of Connecticut's cities and towns. Moreover, Connecticut
is now in a recession the depth and duration of which is uncertain.
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The State derives over seventy percent of its revenues from taxes imposed by
the State. The two major taxes have been the sales and use taxes and the
corporation business tax, each of which is sensitive to changes in the level of
economic activity in the State, but the Connecticut income tax on individuals.
trusts, and estates enacted in 1991 is expected to supersede each of them in
importance.
The State's General Fund budget for fiscal year 1986-87 (ending June 30)
anticipated appropriations and revenues of approximately $4,300,000,000. The
General Fund ended fiscal year 1986-87 with a surplus of $365,200,000. The
General Fund budget for fiscal year 1987-88 anticipated appropriations and
revenues of approximately $4,915,800,000. However, the General Fund ended
fiscal year 1987-88 with a deficit of approximately $115.6 million. The General
Fund budget for fiscal year 1988-89 anticipated that General Fund expenditures
of $5,551,000,000 and certain educational expenses of $206,700,000 not
previously paid through the General Fund would be financed in part from
surpluses of prior years and in part from higher tax revenues projected to
result from tax laws in effect for fiscal year 1987-88 and stricter enforcement
thereof; a substantial deficit was projected during the third quarter of fiscal
year 1988-89, but, largely because of tax law changes that took effect before
the end of the fiscal year, the deficit was kept to $28,000,000. The General
Fund budget for fiscal year 1989-90 anticipated appropriations of approximately
$6,224,500,000 and, by virtue of tax increases enacted to take effect generally
at the beginning of the fiscal year, revenues slightly exceeding such amount.
However, largely because of tax revenue shortfalls, the General Fund ended
fiscal year 1989-90 with a deficit for the year of $259,000,000, wiping out
reserves for such events built up in prior years. The General Fund budget for
fiscal year 1990-91 anticipated expenditures of $6,443,000,000, but no
significant new or increased taxes were enacted. Primarily because of
significant declines in tax revenues and unanticipated expenditures reflective
of economic adversity, the General Fund ended fiscal year 1990-91 alone with a
further deficit of $809,000,000.
A General Fund budget was not enacted for fiscal year 1991-92 until August
22, 1991. This budget anticipated General Fund expenditures of $7,007,861,328
and revenues of $7,426,390,000. Anticipated decreases in revenues resulting
from a 25% reduction in the sales tax rate effective October 1, 1991, the
repeal of the taxes on the capital gains and interest and dividend income of
resident individuals for years starting after 1991, and the phase-out of the
corporation business tax surcharge over two years commencing with years
starting after 1991 were expected to be more than offset by a new general
income tax imposed at effective rates not to exceed 4.5% on the Connecticut
taxable income of resident and non-resident individuals, trusts, and estates.
The General fund ended fiscal year 1991-1992 with an operating surplus of
$110,000,000. The General Fund budget for fiscal year 1992-93 anticipated
General Fund expenditures of $7,372,062,859 and revenues of $7,372,210,000 and
the General Fund ended fiscal year 1992-1993 with an operating surplus of
$113,500,000. Balanced General Fund budgets for the biennium ending June 30,
1995, have been adopted appropriating expenditures of $7,828,900,000 for fiscal
year 1993-94 and $8,266,000,000 for fiscal 1994-95.
The primary method for financing capital projects by the State is through the
sale of the general obligation bonds of the State. These bonds are backed by
the full faith and credit of the State. As of October 1, 1993, there was a
total legislatively authorized bond indebtedness of $9,392,375,363, of which
$7,620,223,970 had been approved for issuance by the State Bond Commission and
$6,548,086,771 had been issued.
To fund operating cash requirements, prior to fiscal year 1991-92 the State
borrowed up to $750,000,000 pursuant to authorization to issue commercial
paper, and on July 29, 1991, it issued $200,000,000 General Obligation
Temporary Notes, none of which temporary borrowings were outstanding as July 1,
1993, To fund the cumulative General Fund deficit for fiscal years 1989-90 and
1990-91, the legislation enacted August 22, 1991, authorized the State
Treasurer to issue Economic Recovery Notes up to the aggregate amount of such
deficit, which must be payable no later than June 30, 1996; at least
$50,000,000 of such Notes, but not more than a cap amount, is to be retired
each fiscal year commencing with fiscal year 1991-92, and any unappropriated
surplus up to $205,000,000 in the General Fund at the end of each of the three
fiscal years commencing with fiscal year 1991-92 must be applied to retire such
Notes as may remain outstanding at those times. On September 25, 1991, and
October 24, 1991, the State issued $640,710,000 and $325, 002,000,
respectively, of such Economic Recovery Notes, of which $630,610,000 were
outstanding as of March 1, 1994.
To meet the need for reconstructing, repairing, rehabilitating and improving
the State transportation system (except Bradley International Airport), the
State adopted legislation which provides for, among other things, the issuance
of special tax obligation ("STO") bonds the proceeds of which will be used to
pay for improvements of the State's transportation system. The STO bonds are
special tax obligations of the State payable solely from specified motor fuel
taxes, motor vehicle receipts, and license, permit and fee revenues pledged
therefor and deposited in the special transportation fund. The ten-year cost of
the infrastructure program which began in 1984, to be met from federal, state
and local funds, is currently estimated at $9.5 billion. To finance a portion
of the State's $4.1 billion share of such cost, the State expects to issue $3.7
billion STO bonds over the ten-year period.
As of January 1, 1994, the General Assembly has authorized STO bonds for the
program in the aggregate amount of $3,604,363,104, of which $2,794,650,752 had
been issued. It is anticipated that additional STO bonds will be authorized by
the General Assembly annually in an amount necessary to finance and to complete
the infrastructure program. Such additional bonds may have equal rank with the
outstanding bonds provided certain pledged revenue coverage requirements of the
STO indenture controlling the issuance of such bonds are met. The State expects
to continue to offer bonds for this program.
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The State, its officers and employees are defendants in numerous lawsuits.
According to the Attorney General's office, an adverse decision in any of the
cases which are summarized herein could materially affect the State's
financial position (i) an action by taxpayer groups seeking to enjoin
expenditures by the State alleged to exceed the expenditure cap in the State's
constitution; (ii) litigation on behalf of black and hispanic children in the
City of Hartford seeking "integrated education" within the greater Hartford
metropolitan area; (iii) litigation involving claims by Indians tribes to less
than 1/10 of 1% of the State's land area; (iv) litigation challenging the
State's method of financing elementary and secondary public schools on the
ground that it denies equal access to education; (v) an action in which two
retarded persons seek placement outside a State hospital, new programs and
damages on behalf of themselves and all mentally retarded patients at the
hospital; (vi) litigation involving claims for refunds of taxes by several
cable television companies; (vii) an action on behalf of all persons with
retardation or traumatic brain injury, claiming that their constitutional
rights are violated by placement in State hospitals alleged not to provide
adequate treatment and training, and seeking placement in community
residential settings with appropriate support services; (viii) an action by
the Connecticut Hospital Association and 33 hospitals seeking to require the
State to reimburse hospitals for in-patient medical services on a basis more
favorable to them; (ix) a class action by the Connecticut Criminal Defense
Lawyers Association claiming a campaign of illegal surveillance activity and
seeking damages and injunctive relief; (x) two actions for monetary damages
brought by a former patient of a State mental hospital stemming from an
attempted suicide that left her brain-damaged; (xi) an action challenging the
validity of the State's imposition of surcharges on hospital charges to
finance certain uncompensated care costs incurred by hospitals; and (xii) an
action to enforce the spending cap provision of the State's constitution by
seeking to require that the General Assembly define certain terms used therein
and to enjoin certain increases in "general budget expenditures" until this is
done.
As a result of the State's budget problems, the ratings of its general
obligation bonds were reduced by Standard & Poor's from AA+ to AA on March 29,
1990, and by Moody's from Aa1 to Aa on April 9, 1990. Because of concerns over
Connecticut's lack of a plan to deal with the accumulated projected deficits
in its General Fund, on September 13, 1991, Standard & Poor's reduced its
ratings of the State's general obligation bonds and certain other obligations
that depend in part on the creditworthiness of the State to AA-. On March 7,
1991, Moody's downgraded its ratings of the revenue bonds of four Connecticut
hospitals because of the effects of the State's restrictive controlled
reimbursement environment under which they have been operating.
General obligation bonds issued by Connecticut municipalities are payable
primarily only from ad valorem taxes on property subject to taxation by the
municipality. Certain Connecticut municipalities have experienced severe
fiscal difficulties and have reported operating and accumulated deficits in
recent years. The most notable of them is the City of Bridgeport, which filed
a bankruptcy petition on June 7, 1991. The State opposed the petition. The
United States Bankruptcy Court for the District of Connecticut has held that
Bridgeport had authority to file such a petition but that its petition should
be dismissed on the grounds that Bridgeport was not insolvent when the
petition was filed. Regional economic difficulties, reductions in revenues,
and increased expenses could lead to further fiscal problems for the State and
its political subdivisions, authorities, and agencies. This could result in
declines in the value of their outstanding obligations, increases in their
future borrowing costs, and impairment of their ability to pay debt service on
their obligations.
It is the Sponsors' intention to qualify and/or offer the Units of the
Connecticut Trust for sale only in the States of Connecticut, Hawaii, New
Jersey and Wyoming and in the District of Columbia.
CONNECTICUT TAXES
In the opinion of Messrs. Day, Berry and Howard, special Connecticut counsel
on Connecticut tax matters, which is based explicitly on the opinion of
Messrs. Cahill Gordon & Reindel regarding Federal income tax matters, under
existing Connecticut law:
The Connecticut Trust is not liable for any tax on or measured by net
income imposed by the State of Connecticut;
Interest income of the Connecticut Trust from obligations issued by or on
behalf of the State of Connecticut, any political subdivision thereof, or
public instrumentality, state or local authority, district, or similar
public entity created under the laws of the State of Connecticut (a
"Connecticut Bond") or from obligations of United States territories or
possessions and their public authorities the interest on which Federal law
would prohibit Connecticut from taxing if received directly by a Unit
holder from the issuer thereof is not taxable under the Connecticut tax on
the Connecticut taxable income of individuals, trusts, and estates (the
"Connecticut Income Tax"), either when received by the Connecticut Trust or
when distributed by it to the Unit holder;
Gains and losses recognized by a Unit holder for Federal income tax
purposes upon the maturity, redemption, sale, or other disposition by the
Connecticut Trust of an obligation held by the Connecticut Trust or upon
the redemption, sale, or other disposition of a Unit of the Connecticut
Trust held by a Unit holder are taken into account as gains or losses,
respectively, for purposes of the Connecticut Income Tax, except that, in
the case of a Unit holder holding a Unit of the Connecticut Trust as a
capital asset, such gains and losses recognized upon the sale or exchange
of a Connecticut Bond held by the Connecticut Trust are excluded from gains
and losses taken into account for purposes of such tax and no opinion is
expressed as to the treatment for purposes of such
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tax of gains and losses recognized upon the maturity or redemption of a
Connecticut Bond held by the Connecticut Trust or, to the extent
attributable to Connecticut Bonds, of gains and losses recognized upon the
redemption, sale, or other disposition by a Unit holder of a Unit of the
Connecticut Trust held by him;
The portion of any interest income or capital gain of the Connecticut
Trust that is allocable to a Unit holder that is subject to the Connecticut
corporation business tax is includable in the gross income of such Unit
holder for purposes of such tax; and
An interest in a Unit of the Connecticut Trust that is owned by or
attributable to a Connecticut resident at the time of his death is
includable in his gross estate for purposes of the Connecticut succession
tax and the Connecticut estate tax.
The Connecticut Income Tax was enacted in August 1991. Generally, under this
tax as enacted, a Unit holder recognizes gain or loss upon the maturity,
redemption, sale, or other disposition by the Connecticut Trust of an
obligation held by it, or upon the redemption, sale, or other disposition of a
Unit of the Connecticut Trust held by the Unit holder, to the same extent that
gain or loss is recognized by the Unit holder thereupon for Federal income tax
purposes. However, on June 19, 1992, Connecticut legislation was adopted that
provides that gains and losses from the sale or exchange of Connecticut Bonds
held as capital assets will not be taken into account for purposes of the
Connecticut Income Tax for taxable years starting on or after January 1, 1992.
It is not clear whether this provision should apply to gain or loss recognized
by a Unit holder upon the maturity or redemption of a Connecticut Bond held by
the Connecticut Trust or, to the extent attributable to Connecticut Bonds held
by the Connecticut Trust, to gain or loss recognized by a Unit holder upon the
redemption, sale, or other disposition of a Unit of the Connecticut Trust held
by the Unit holder.
By legislation adopted May 19, 1993, as amended by legislation adopted June
25, 1993, Connecticut enacted the net Connecticut minimum tax, retroactive to
taxable years beginning on or after January 1, 1993, which is applicable to
individuals, trusts, and estates that are subject to the Federal alternative
minimum tax. Income of the Connecticut Trust that is subject to the Federal
alternative minimum tax in the case of such Unit holders may also be subject to
the net Connecticut minimum tax.
Unit holders are urged to consult their own tax advisors concerning these
matters.
MASSACHUSETTS TRUST
RISK FACTORS--The Commonwealth of Massachusetts and certain of its cities and
towns have at certain times in the recent past undergone serious financial
difficulties which have adversely affected and, to some degree, continue to
adversely affect their credit standing. These financial difficulties could
adversely affect the market values and marketability of, or result in default
in payment on, outstanding bonds issued by the Commonwealth or its public
authorities or municipalities, including the Bonds deposited in the Trust. The
following description highlights some of the more significant financial
problems of the Commonwealth and the steps taken to strengthen its financial
condition.
The effect of the factors discussed below upon the ability of Massachusetts
issuers to pay interest and principal on their obligations remains unclear and
in any event may depend on whether the obligation is a general or revenue
obligation bond (revenue obligation bonds being payable from specific sources
and therefore generally less affected by such factors) and on what type of
security is provided for the bond. In order to constrain future debt service
costs, the Executive Office for Administration and Finance established in
November, 1988 an annual fiscal year limit on capital spending of $925 million,
effective fiscal 1990. In January, 1990, legislation was enacted to impose a
limit on debt service in Commonwealth budgets beginning in fiscal 1991. The law
provides that no more than 10% of the total appropriations in any fiscal year
may be expended for payment of interest and principal on general obligation
debt of the Commonwealth (excluding the Fiscal Recovery Bonds discussed below).
It should also be noted that Chapter 62F of the Massachusetts General Laws
establishes a state tax revenue growth limit and does not exclude principal and
interest due on Massachusetts debt obligations from the scope of the limit. It
is possible that other measures affecting the taxing or spending authority of
Massachusetts or its political subdivisions may be approved or enacted in the
future.
The Commonwealth has waived its sovereign immunity and consented to be sued
under contractual obligations including bonds and notes issued by it. However,
the property of the Commonwealth is not subject to attachment or levy to pay a
judgment, and the satisfaction of any judgment generally requires legislative
appropriation. Enforcement of a claim for payment of principal of or interest
on bonds and notes of the Commonwealth may also be subject to provisions of
federal or Commonwealth statutes, if any, hereafter enacted extending the time
for payment or imposing other constraints upon enforcement, insofar as the same
may be constitutionally applied. The United States Bankruptcy Code is not
applicable to states.
Cities and Towns. During recent years limitations were placed on the taxing
authority of certain Massachusetts governmental entities that may impair the
ability of the issuers of some of the Bonds in the Massachusetts Trust to
maintain debt service on their
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obligations. Proposition 2 1/2, passed by the voters in 1980, led to large
reductions in property taxes, the major source of income for cities and towns.
As a result, between fiscal 1981 and fiscal 1989, the aggregate property tax
levy declined in real terms by 15.6%.
Since Proposition 2 1/2 did not provide for any new state or local taxes to
replace the lost revenues, in lieu of substantial cuts in local services, the
Commonwealth began to increase local aid expenditures. In 1981 constant
dollars, total direct local aid expenditures increased by 58.5% between fiscal
years 1981 and 1989, or 5.9% per year. During the same period, the total of all
other local revenue sources declined by 5.87% or 0.75% per year. Despite the
substantial increases in local aid from fiscal 1981 to fiscal 1989, local
spending increased at an average rate of 1% per year in real terms. Direct
local aid for fiscal 1987, 1988, and 1989 was $2.601 billion, $2.769 billion,
and $2.961 billion, respectively. Direct local aid declined in the three
subsequent years to $2.937 billion in fiscal 1990, $2.608 billion in 1991 and
$2.328 billion in 1992 and increased to $2.547 billion in 1993. It is estimated
that fiscal 1994 expenditures for direct local aid will be $2.737 billion,
which is an increase of approximately 7.5% above the fiscal 1993 level. The
additional amount of indirect local aid provided over and above the direct
local aid is estimated to have been $1.313 billion in fiscal 1991, $1.265
billion in fiscal 1992 and $1.717 billion in fiscal 1993 and is estimated to be
approximately $1.717 billion in fiscal 1994.
Many communities have responded to the limitations imposed by Proposition 2
1/2 through statutorily permitted overrides and exclusions. Override activity
peaked in fiscal 1991, when 182 communities attempted votes on one of the three
types of referenda questions (override of levy limit, exclusion of debt
service, or exclusion of capital expenditures) and 100 passed at least one
question, adding $58.5 million to their levy limits. In fiscal 1992, 67 of 143
communities had successful votes totalling $31.0 million. In fiscal 1993, 83
communities attempted a vote; two-thirds of them (56) passed questions
aggregating $16.4 million.
A statewide voter initiative petition which would effectively mandate that,
commencing with fiscal 1992, no less than 40% of receipts from personal income
taxes, sales and use taxes, corporate excise taxes and lottery fund proceeds be
distributed to certain cities and towns in local aid was approved in the
general election held November 6, 1990. Pursuant to this petition, the local
aid distribution to each city or town was to equal no less than 100% of the
total local aid received for fiscal 1989. Distributions in excess of fiscal
1989 levels were to be based on new formulas that would replace the current
local aide distribution formulas. If implemented in accordance with its terms
(including appropriation of the necessary funds), the petition as approved
would shift several hundred million dollars to direct local aid. However, local
aid payments explicitly remain subject to annual appropriation, and fiscal 1992
and fiscal 1993 appropriations for local aid did not meet, and fiscal 1994
appropriations for local aid do not meet, the levels set forth in the
initiative law.
Pension Liabilities. The Commonwealth had funded its two pension systems on
essentially a pay-as-you-go basis. The funding schedule is based on actuarial
valuations of the two pension systems as of January 1, 1990, at which time the
unfunded accrued liability for such systems operated by the Commonwealth (and
including provision for Boston teachers) totalled $8.865 billion. The unfunded
liability for the Commonwealth related to cost of living increases for local
retirement systems was estimated to be an additional $2.004 billion as of
January 1, 1990. An actuarial valuation as of January 1, 1992 shows that, as of
such date, the total unfunded actuarial liability for such systems, including
cost-of-living allowances, was approximately $8.485 billion representing a
reduction of approximately $2.383 billion from January 1, 1990.
The amount in the Commonwealth's pension reserve, established to address the
unfunded liabilities of the two state systems, has increased significantly in
recent years due to substantial appropriations and changes in law relating to
investment of retirement system assets. Total appropriations and transfers to
the reserve in fiscal years 1985, 1986, 1987 and 1988 amounted to approximately
$680 million. Comprehensive pension legislation approved in January 1988
committed the Commonwealth, beginning in fiscal 1989, to normal cost funding of
its pension obligations and to a 40-year amortization schedule for its unfunded
pension liabilities. Total pension costs increased from $659.7 million in
fiscal 1989 to $868.2 million in fiscal 1993. Pension funding is estimated to
be $951.0 million in fiscal year 1994. As of June 30, 1993, the Commonwealth's
pension reserves had grown to approximately $3.877 billion.
State Budget and Revenues. The Commonwealth's Constitution requires, in
effect, that its budget be balanced each year. The Commonwealth's fiscal year
ends June 30. The General Fund is the Commonwealth's primary operating fund; it
also functions as a residuary fund to receive otherwise unallocated revenues
and to provide monies for transfers to other funds as required. The condition
of the General Fund is generally regarded as the principal indication of
whether the Commonwealth's operating revenues and expenses are in balance; the
other principal operating funds (the Local Aid Fund and the Highway Fund) are
customarily funded to at least a zero balance.
Limitations on Commonwealth tax revenues have been established by enacted
legislation and by public approval of an initiative petition which has become
law. The two measures are inconsistent in several respects, including the
methods of calculating the limits and the exclusions from the limits. The
initiative petition does not exclude debt service on the Commonwealth's notes
and bonds from the limits. State tax revenues in fiscal 1988 through fiscal
1993 were lower than the limits. The Executive Office for Administration and
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Finance currently estimates that state tax revenues will not reach the limit
imposed by either the initiative petition or the legislative enactment in
fiscal 1994.
Budgeted expenditures for fiscal 1989 totalled approximately $12.643 billion.
Budgeted revenues totalled approximately $11.970 billion, approximately $672.5
million less than total expenditures. Under the budgetary basis of accounting,
after taking account of certain fund balances, fiscal 1989 ended with a deficit
of $319.3 million. Under the GAAP basis of accounting, excluding fiduciary
accounts and enterprise funds, the Commonwealth ended fiscal 1989 with a
deficit of $946.2 million. This deficit reflected an operating gain in the
capital projects funds due to additional borrowings to reduce prior year
deficits. If the capital project funds are excluded, the Comptroller calculated
a GAAP deficit of $1.002 billion in fiscal 1989.
Fiscal 1989 tax revenues were adversely affected by the economic slowdown
that began in mid-1988. In June, 1988, the fiscal 1989 tax revenue estimate was
for 10.9% growth over fiscal 1988. Fiscal 1989 ended with actual tax revenue
growth of 6.5%
The fiscal 1989 budgetary deficit caused a cash deficit in the Commonwealth
operating accounts on June 30, 1989 in the amount of approximately $450
million. The State Treasurer was forced to defer until early July certain
fiscal 1989 expenditures including the payment of approximately $305 million in
local aid due June 30, and with legislative authorization, issued temporary
notes in July in the amount of $1.1 billion to pay fiscal 1989 and fiscal 1990
costs.
Fiscal year 1990 resulted in total expenditures of approximately $13.260
billion. Budgeted revenues and other services for fiscal 1990 were
approximately $12.008 billion. Tax revenues for fiscal 1990 were approximately
$8.517 billion, a decrease of approximately $314 million or 3.6% from fiscal
1989. The Commonwealth suffered an operating loss of approximately $1.25
billion and ended fiscal 1990 with a budgetary deficit of $1.104 billion. The
Commonwealth had a cash surplus of $99.2 million on June 30, 1990 as a result
of deferring until fiscal 1991 the payment of approximately $1.26 billion of
local aid due June 30, 1990.
On July 28, 1990, the legislature enacted Chapter 151 which provides, among
other matters, for the Commonwealth Fiscal Recovery Loan Act of 1990 and grants
authorization for the Commonwealth to issue bonds in an aggregate amount up to
$ 1.42 billion for purposes of funding the Commonwealth's fiscal 1990 deficit
and certain prior year Medicaid reimbursement payments. Chapter 151 also
provides for the establishment of the Commonwealth Fiscal Recovery Fund,
deposits for which are derived from a portion of the Commonwealth's personal
income tax receipts, are dedicated for this purpose and are to be deposited in
trust and pledged to pay the debt service on these bonds. Under Chapter 151,
the Commonwealth issued $1.363 billion of Dedicated Income Tax Bonds to cover
the anticipated fiscal 1990 deficit.
Total expenditures for fiscal 1991 are estimated to have been $13.659
billion. Total revenues for fiscal 1991 are estimated to have been $13.634
billion, resulting in an estimated $21.2 million operating loss. Application of
the adjusted fiscal 1990 fund balances of $258.3 million resulted in a final
fiscal 1991 budgetary surplus of $237.1 million. State finance law required
that approximately $59.2 million of the fiscal year surplus be placed in the
Stabilization Fund described above. Amounts credited to the Stabilization Fund
are not generally available to defray current year expenses without subsequent
specific legislative authorization.
After payment in full of the local aid distribution of $1.018 billion due on
June 28, 1991, retirement of all of the Commonwealth's outstanding commercial
paper and repayment of certain other short-term borrowings, as of the period of
fiscal 1991, the Commonwealth had a cash balance of $182.3 million. The fiscal
1991 year-end cash position compared favorably to the Commonwealth's cash
position at the end of the prior fiscal year, June 30, 1990, when the
Commonwealth's cash shortfall would have exceeded $1.1 billion had payment of
local aid not been postponed.
Upon taking office in January 1991, the new Governor undertook a
comprehensive review of the Commonwealth's budget. Based on projected spending
of $14.105 billion, it was then estimated that $850 million in budget balancing
measures would be needed prior to the close of fiscal 1991. At that time,
estimated tax revenues were revised to $8.845 billion, $903 million less than
was estimated at the time the fiscal 1991 budget was adopted. The Governor
proposed a series of legislative and administrative actions, designed to
eliminate the projected deficit. The legislature adopted a number of the
Governor's recommendations and the Governor took certain other administrative
actions, not requiring legislative approval, including $65 million in savings
from the adoption of a state employee furlough program. It is estimated that
spending reductions achieved through savings incentives and withholding of
allotments totaled $484.3 million in the aggregate for fiscal 1991.
In addition to recommending spending reductions to close the projected budget
deficit, the administration, in May 1991, filed an amendment to its Medicaid
state plan that enabled it to claim 50% Federal reimbursement on uncompensated
care payments provided to certain hospitals in the Commonwealth.
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In fiscal 1992, Medicaid accounted for more than half of the Commonwealth's
appropriations for health care. It is the largest item in the Commonwealth's
budget. It has also been one of the fastest growing budget items. During fiscal
years 1989, 1990 and 1991, Medicaid expenditures were $1.83 billion, $2.12
billion and $2.77 billion, respectively. A substantial amount of expenditures
in recent years was provided through supplemental appropriations, repeating the
experience that Medicaid expenditures have exceeded initial appropriation
amounts. These annual amounts, however, do not take account of the practice of
retroactive settlement of many provider payments after audit review and
certification by the Rate Setting Commission. In fiscal 1990, payments of
approximately $488 million were made to hospitals and nursing homes for rate
settlements dating back as far as 1980, through the Medical Assistance
Liability Fund established to fund certain Medicaid liabilities incurred, but
not certified for payment, in prior years. This amount is not factored into the
annual totals for Medicaid expenditures listed above. Including retroactive
provider settlements, Medicaid expenditures for fiscal 1992 were $2.818 billion
and for fiscal 1993 were $3.151 billion. The Executive Office for
Administration and Finance estimates that fiscal 1994 Medicaid expenditures
will be approximately $3.252 billion, an increase of 3.9% over fiscal 1993
expenditures. For fiscal 1994, no supplemental Medicaid appropriations are
currently expected to be necessary. The Governor had proposed a managed care
program to be implemented commencing in January, 1992 in order to address the
considerable annual cost increases in the Medicaid program. Medicaid is
presently 50% funded by federal reimbursements.
In fiscal 1992, total revenues and other sources of the budgeted operating
funds totalled $13.728 billion, an increase over fiscal 1991 revenues of .7%.
(Actual fiscal 1992 tax revenues exceeded original estimates and totalled
$9.484 billion, an increase over fiscal 1991 collections of 5.4%). Fiscal 1992
expenditures and other uses of budgeted operating funds totalled approximately
$13.420 billion, a decrease from fiscal 1991 expenditures by 1.7%. Fiscal year
1992 revenues and expenditures resulted in an operating gain of $312.3 million.
Through the use of the prior year ending fund balances of $312.3 million,
fiscal 1992 budgetary fund balances totalled $549.4 million. Total fiscal 1992
spending authority continued into fiscal 1993 is $231.0 million.
After payment in full of the quarterly local aid distribution of $514 million
due on June 30, 1992, retirement of the Commonwealth's outstanding commercial
paper (except for approximately $50 million of bond anticipation notes) and
certain other short-term borrowings, as of June 30, 1992, the Commonwealth
showed a year-end cash position of approximately $731 million for fiscal year
1992. The ending balance compares favorably with the cash balance of $182.3
million at the end of fiscal 1991. As of June 1993, the Commonwealth showed a
year-end cash position of $622.2 million for fiscal year 1993. As of January
19, 1994, the Commonwealth estimates a 1994 year-end cash position of
approximately $725.4 million.
The budgeted operating funds of the Commonwealth ended fiscal 1993 with a
surplus of revenues and other sources over expenditures and other uses of $13.1
million and aggregate ending fund balances in the budgeted operating funds of
the Commonwealth of approximately $562.5 million. Budgeted revenues and other
sources for fiscal 1993 totalled approximately $14.710 billion, including tax
revenues of $9.930 billion. Total revenues and other sources increased by
approximately 6.9% from fiscal 1992 to fiscal 1993, while tax revenues
increased by 4.7% for the same period. In July 1992, tax revenues had been
estimated to be approximately $9.685 billion for fiscal 1993. This amount was
subsequently revised during fiscal 1993 to $9.940 billion.
Commonwealth budgeted expenditures and other uses in fiscal 1993 totalled
approximately $14.696 billion, which is $1.280 billion or approximately 9.6%
higher than fiscal 1992 expenditures and other uses. Fiscal 1993 budgeted
expenditures were $23 million lower than the initial July 1992 estimates of
fiscal 1993 budget expenditures.
On July 19, 1993, the Governor signed into law the budget for fiscal 1994,
totalling $15.463 billion. This represented a $694 million increase over the
then estimated budgeted expenditures of $14.976 billion for fiscal 1993. On
January 14, 1994, the Governor signed into law supplemental appropriations
totalling approximately $157.9 million. Including an additional $8.1 million in
fiscal 1994 supplemental appropriation recommendations that the Governor plans
to file, and an approximate $100 million contingency reserve in fiscal 1994 for
possible additional spending, fiscal 1994 budgeted expenditures are currently
estimated to be approximately $15.716 billion. Budgeted revenues and other
sources to be collected in fiscal 1994 are estimated to be approximately
$15.535 billion, which includes tax revenues of approximately $10.694 billion
(as compared to $9.930 billion in fiscal 1993). This budget includes $175
million as part of an education reform bill passed by the legislature. The
fiscal 1994 budget is based on numerous spending and revenue estimates, the
achievement of which cannot be assured. As of January 10, 1994, the Legislature
had overridden $21.0 million of the Governor's vetoes relating to the fiscal
1994 budget. Commonwealth expenditures and other uses in fiscal 1994 are
currently estimated to be approximately $15.500 billion, which is $788 million
or approximately 5.36% higher than those of fiscal 1993. Based on currently
estimated revenues and expenditures, the Executive Office for Administration
and Finance projects a fiscal 1994 ending balance of approximately $382.0
million, of which approximately $315.5 million will be in the Stabilization
Fund.
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On July 19, 1993, a 60-day hiring freeze on all executive branch agencies was
instituted to help ensure that agency expenditures remain within their fiscal
1994 budget authorizations. On August 16, 1993, the Commonwealth announced that
approximately 1,280 state employees would be laid off in the near future, in
addition to approximately 350 employees already laid off in fiscal 1994.
On January 21, 1994, the Governor presented his Budget Submission for fiscal
year 1995 providing for expenditures of $16.14 billion, a $424 million, or
2.7%, increase over current fiscal year 1994 projections. These proposed
expenditures for fiscal year 1995 include direct local aid of $2.997 billion.
This budget is based on total anticipated revenues of $16.144 billion, which
represents a $609 million, or 3.9%, increase over fiscal year 1994 estimates.
The Governor's budget recommendation is based on a tax revenue estimate of
$11.226 billion, an increase of approximately 5.0%, as compared to currently
estimated fiscal 1994 tax revenues of $10.694 billion.
The liabilities of the Commonwealth with respect to outstanding bonds and
notes payable as of January 1, 1994 totalled $12.555 billion. These liabilities
consisted of $8.430 billion of general obligation debt, $1.036 billion of
dedicated income tax debt (the Fiscal Recovery Bonds), $104 million of special
obligation debt, $2.742 billion of supported debt, and $243 million of
guaranteed debt.
Capital spending by the Commonwealth was approximately $595 million in fiscal
1987, $632 million in fiscal 1988 and $971 million in fiscal 1989. In November
1988, the Executive Office for Administration and Finance established an
administrative limit on state financed capital spending in the Capital Projects
Funds of $925.0 million per fiscal year. Capital expenditures decreased to $936
million, $847 million, $694.1 million and $575.9 million in fiscal 1990, 1991,
1992 and fiscal 1993, respectively. Capital expenditures are projected to
increase to $886.0 million in fiscal 1994. The growth in capital spending
accounts for a significant rise in debt service during the period. Payments for
the debt service on Commonwealth general obligation bonds and notes have risen
at an average annual rate of 20.4% from $649.8 million in fiscal 1989 to $942.3
million in fiscal 1991. Debt Service payments in fiscal 1992 were $898.3
million, representing a 4.7% decrease from fiscal 1991. This decrease resulted
from a $261 million one-time reduction achieved through the issuance of
refunding bonds in September and October of 1991. Debt service expenditures
were $1.139 billion for fiscal 1993 and are projected to be $1.220 billion for
fiscal 1994. These amounts represent debt service payments on direct
Commonwealth debt and do not include debt service on notes issued to finance
the fiscal 1989 deficit and certain Medicaid-related liabilities, which were
paid in full from non-budgeted funds. Also excluded are debt service contract
assistance to certain state agencies and the municipal school building
assistance program projected to total of $359.7 million in the aggregate in
fiscal 1994. In addition to debt service on bonds issued for capital purposes,
the Commonwealth is obligated to pay the principal of and interest on the
Fiscal Recovery Bonds described above. The estimated debt service on such bonds
currently outstanding (a portion of which were issued as variable rate bonds)
ranges from approximately $279 million (interest only) in fiscal 1994 through
fiscal 1997 and approximately $130 million in fiscal 1998, at which time the
entire amount of the Fiscal Recovery Bonds will be retired.
In January 1990 legislation was enacted to impose a limit on debt service in
Commonwealth budgets beginning in fiscal 1991. The law provides that no more
than 10% of the total appropriations in any fiscal year may be expended for
payment of interest and principal on general obligation debt (excluding the
Fiscal Recovery Bonds) of the Commonwealth. This law may be amended or appealed
by the legislature or may be superseded in the General Appropriation Act for
any year. From fiscal year 1987 through fiscal year 1994 estimated, this
percentage has been substantially below the limited established by this law.
Legislation enacted in December 1989 imposes a limit on the amount of
outstanding direct bonds of the Commonwealth. The limit for fiscal 1994 is
$7.872 billion. The law provides that the limit for each subsequent fiscal year
shall be 105% of the previous fiscal year's limit. The Fiscal Recovery Bonds
will not be included in computing the amount of bonds subject to this limit.
In August 1991, the Governor announced a five-year capital spending plan. The
plan, which represents the Commonwealth's first centralized multi-year capital
plan, sets forth, by agency, specific projects to receive capital spending
allocations over the next five fiscal years and annual capital spending limits.
Capital spending by the Commonwealth, which exceeded $900 million annually in
fiscal 1989, 1990 and 1991, declined to $694.1 million in fiscal 1992 and
$575.9 in fiscal 1993. For fiscal 1994 through 1998, the plan forecasts annual
capital spending for the Commonwealth of between $813 million and $886 million
per year, exclusive of spending by the Massachusetts Bay Transit Authority.
Total expenditures are forecast at $4.25 billion, an amount less than the total
amount of agency capital spending requests for the same period. Planned
spending is also significantly below legislatively authorized spending levels.
Unemployment. From 1980 to 1989, the Massachusetts unemployment rate was
significantly lower than the national average. The Massachusetts unemployment
rate averaged 9.0%, 8.5% and 6.9% in calendar 1991, 1992 and 1993,
respectively. The Massachusetts unemployment rate in December, 1993 was 6.3% as
compared to 6.6% for November, 1993 and 8.6% for December of 1992, although the
rate has been volatile throughout this period. The Massachusetts unemployment
rate in January and February, 1994 was 7.2% and 6.4%, respectively; these rates
are not comparable to prior rates due to a new rate computation which became
effective in 1994.
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The balance in the Massachusetts Unemployment Compensation Trust Fund had
been exhausted as of September 1991 due to the continued high levels of
unemployment. As of December 31, 1992, the Massachusetts Unemployment
Compensation Trust Fund balance was in deficit by $377 million. As of November
30, 1993, the Fund was in deficit by $163 million. The deficit is now expected
to be approximately $120 million by the end of calendar 1993. Benefit payments
in excess of contributions are being financed by use of repayable advances from
the federal unemployment loan account. Legislation enacted in May 1992
increased employer contributions in order to reduce advances from the federal
loan account. The additional increases in contributions provided by the new
legislation should result in a positive balance in the Unemployment
Compensation Trust Fund by the end of December 1994 and rebuild reserves in the
system to over $1 billion by the end of 1996.
Litigation. The Attorney General of the Commonwealth is not aware of any
cases involving the Commonwealth which in his opinion would affect materially
its financial condition. However, certain cases exist containing substantial
claims, among which are the following.
The United States has brought an action on behalf of the U.S. Environmental
Protection Agency alleging violations of the Clean Water Act and seeking to
enforce the clean-up of Boston Harbor. The Massachusetts Water Resources
Authority (the "MWRA") has assumed primary responsibility for developing and
implementing a court approved plan and time table for the construction of the
treatment facilities necessary to achieve compliance with the federal
requirements. The MWRA currently projects the total cost of construction of the
waste water facilities required under the court's order as approximately $3.5
billion in current dollars. Under the Clean Water Act, the Commonwealth may be
liable for any costs of complying with any judgment in this case to the extent
that the MWRA or a municipality is prevented by state law from raising revenues
necessary to comply with such a judgment.
In a recent suit filed against the Department of Public Welfare, plaintiffs
allege that the Department has unlawfully denied personal care attendant
services to severely disabled Medicaid recipients. The Court has denied
plaintiffs' motion for a preliminary injunction and has not yet acted on
plaintiffs' motion for reconsideration of that decision. If plaintiffs prevail
on their claims, the suit could cost the Commonwealth as much as $200 million.
In a suit filed against the Commissioner of Revenue, plaintiffs challenge the
inclusion of income from tax exempt obligations in the measure of the bank
excise tax. The Appellate Tax Board issued a finding of fact and report in
favor of the Commissioner of Revenue on September 30, 1993. An appeal has been
filed. Approximately $400 million is at issue.
There are also several tax matters in litigation which may result in an
aggregate liability in excess of $195 million.
Ratings. Beginning on May 17, 1989, Standard & Poor's downgraded its ratings
on Massachusetts general obligation bonds and certain agency issues from AA+ to
AA. The ratings were downgraded three additional times to a low of BBB on
December 31, 1989. On July 14, 1989, Standard & Poor's also downgraded its
rating on temporary general obligation notes and various agency notes from SP-1
+ to SP-1 and on general obligation short-term notes and on short-term agency
debt from SP-1 to SP-2. Bonds rated BBB may have speculative characteristics.
The rating remained at BBB until September 9, 1992 when Standard & Poor's
raised its rating to A. At this same time, such bonds were removed from
CreditWatch. On October 14, 1993, Standard & Poor's raised its rating from A to
A+.
On June 21, 1989, Moody's Investors Service downgraded its rating on
Massachusetts general obligation bonds from Aa to A. The ratings were further
reduced on two occasions to a low on March 19, 1990 of Baa where it remained
until September 10, 1992 when Moody's increased its rating to A.
Fitch Investors Service, Inc. lowered its rating on the Commonwealth's bonds
from AA to A on September 29, 1989. As of December 5, 1991, its qualification
of the bonds changed from Uncertain Trends to Stabilizing Credit Trend. On
October 13, 1993, Fitch Investors raised its rating from A to A+.
Ratings may be changed at any time and no assurance can be given that they
will not be revised or withdrawn by the rating agencies, if in their respective
judgments, circumstances should warrant such action. Any downward revision or
withdrawal of a rating could have an adverse effect on market prices of the
bonds.
Massachusetts Taxes
In the opinion of Wayne, Lazares & Chappell, Boston, Massachusetts, special
counsel on Massachusetts tax matters, under existing Massachusetts law and
regulations:
1. For Massachusetts income tax purposes, the Massachusetts Trust will
be classified as a fixed investment trust, as that term is defined in
Section 62.8.1 of Title 830 of the Code of Massachusetts Regulations and,
therefore will not be subject as an entity to Massachusetts income
taxation.
2. Unitholders who are subject to Massachusetts income taxation under
Chapter 62 of the Massachusetts General Laws will not be required to
include their share of the earnings of the Massachusetts Trust in their
Massachusetts gross income to the extent
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that such earnings represent interest received by the Massachusetts Trust
on obligations issued by Massachusetts, its political subdivisions or their
agencies or instrumentalities the interest on which is exempt from taxation
under Massachusetts law, and on obligations issued by the Government of
Puerto Rico or by the Government of Guam.
3. The Massachusetts Trust's gains and losses to the extent included in
the Federal gross income of Unitholders who are subject to Massachusetts
income taxation under Chapter 62 of the Massachusetts General Laws, will be
included as gains and losses in the Unitholders' Massachusetts gross
income, except those gains specifically exempted from Massachusetts income
taxation under the statutes authorizing issuance of the obligation held by
the Massachusetts Trust. However, in some cases losses will not be allowed
in the determination of a Unitholder's Massachusetts gross income when such
losses are realized by the Massachusetts Trust on the sale of obligations
issued pursuant to statutes specifically exempting gains from Massachusetts
income taxation. No judgment can be made in the abstract.
4. Gains and losses realized upon sale or redemption of Units of the
Massachusetts Trust by Unitholders who are subject to Massachusetts income
taxation under Chapter 62 to the extent included in the Federal gross
income of such Unitholders will be included as gains and losses in the
Unitholders' Massachusetts gross income, except those gains attributable to
obligations held by the Massachusetts Trust which are issued pursuant to
statutes specifically exempting gains from Massachusetts income taxation.
However, in some cases, losses will not be allowed in the determination of
a Unitholder's Massachusetts gross income when such losses are attributable
to obligations issued pursuant to statutes specifically exempting gains
from Massachusetts income taxation. No judgment can be made in the
abstract.
5. Distributions to Unitholders who are subject to Massachusetts income
taxation under Chapter 62 of the Massachusetts General Laws will be subject
to tax only to the extent provided in paragraphs 2, 3 and 4 above.
The opinions expressed above apply only to Unitholders who are individuals.
In addition, these opinions are subject to the opinion of Davis Polk & Wardwell
that the Massachusetts Trust is not an association taxable as a corporation for
Federal income tax purposes and will be treated as a grantor trust for Federal
income tax purposes.
PENNSYLVANIA TRUST
RISK FACTORS--Potential purchasers of Units of the Pennsylvania Trust should
consider the fact that the Trust's portfolio consists primarily of securities
issued by the Commonwealth of Pennsylvania (the "Commonwealth"), its
municipalities and authorities and should realize the substantial risks
associated with an investment in such securities. Although the balance in the
General Fund of the Commonwealth (the principal operating fund of the
Commonwealth) declined to a zero balance at the close of fiscal 1989, and a
negative balance was experienced in fiscal 1990 and 1991, tax increases and
spending decreases helped return the General Fund balance to a surplus at June
30, 1992 of $87.5 million. The deficit in the Commonwealth's
unreserved/undesignated funds was also reduced, from $1,146.2 million at June
30, 1991 to $138.6 million at June 30, 1992.
Pennsylvania's economy historically has been dependent upon heavy industry,
but has diversified recently into various services, particularly into medical
and health services, education and financial services. Agricultural industries
continue to be an important part of the economy, including not only the
production of diversified food and livestock products, but substantial economic
activity in agribusiness and foodrelated industries. Service industries
currently employ the greatest share of nonagricultural workers, followed by the
categories of trade and manufacturing. Future economic difficulties in any of
these industries could have an adverse impact on the finances of the
Commonwealth or its municipalities, and could adversely affect the market value
of the Bonds in the Pennsylvania Trust or the ability of the respective
obligors to make payments of interest and principal due on such Bonds.
Certain litigation is pending against the Commonwealth that could adversely
affect the ability of the Commonwealth to pay debt service on its obligations
including suits relating to the following matters: (i) the ACLU has filed suit
in federal court demanding additional funding for child welfare services; the
Commonwealth settled a similar suit in the Commonwealth Court of Pennsylvania
and is seeking the dismissal of the federal suit, inter alia, because of that
settlement. In April 1993, the federal court granted in part and denied in part
the Commonwealth's motion for summary judgment (no available estimate of
potential liability); (ii) in 1987, the Supreme Court of Pennsylvania held the
statutory scheme for county funding of the judicial system to be in conflict
with the constitution of the Commonwealth but stayed judgment pending enactment
by the legislature of funding consistent with the opinion and the legislature
has yet to consider legislation implementing the judgment, in 1992, a new
action in mandamus was filed seeking to compel the Commonwealth to comply with
the original decision; (iii) several banks have filed suit against the
Commonwealth contesting the constitutionality of a law enacted in 1989 imposing
a bank shares tax (potential liability estimated at $1.023 billion through June
1993 plus interest); (iv) litigation has been filed in both state and federal
court by an association of rural and small schools and several individual
school districts and parents challenging the constitutionality of the
Commonwealth's system for funding local school districts--the federal case has
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been stayed pending resolution of the state case and the state case is in the
pre-trial stage (no available estimate of potential liability); (v) litigation
has been filed in state court by a variety of plaintiffs challenging the
validity of a number of provisions in the 1991 tax legislation, including the
tax on leased vehicles, the sales tax on periodicals, and the repeal of the
deduction for net operating loss carryforwards; in the net operating loss case,
the Commonwealth Court recently overruled preliminary objections filed by the
Commonwealth, which will allow the litigation to proceed (no available estimate
of potential liability for refund of taxes collected or amount of tax revenue
at risk); (vi) the ACLU has brought a class action suit on behalf of inmates
challenging the conditions of confinement in thirteen of the Commonwealth's
correctional institutions (no available estimate of potential cost of complying
with the injunction sought, but capital and personnel costs might cost millions
of dollars) and (vii) a consortium of public interest law firms has filed a
class action suit alleging that the Commonwealth has not complied with a
federal mandate to provide screening, diagnostic and treatment services for all
Medicaid-eligible children under 21 (attempts are being made to negotiate a
settlement of the case with potential liability estimated at $98 million).
The Commonwealth's general obligation bonds have been rated AA- by Standard &
Poor's and A1 by Moody's for more than the last five years.
The City of Philadelphia (the "City") has been experiencing severe financial
difficulties which has impaired its access to public credit markets and a long-
term solution to the City's financial crisis is still being sought. The City
experienced a series of General Fund deficits for Fiscal Years 1988 through
1991. Additional deficits are expected for the 1992 and 1993 fiscal years. The
City has no legal authority to issue deficit reduction bonds on its own behalf,
but state legislation has been enacted to create an Intergovernmental
Cooperation Authority (the "Authority") to provide fiscal oversight for
Pennsylvania cities (primarily Philadelphia) suffering recurring financial
difficulties. The Authority is broadly empowered to assist cities in avoiding
defaults and eliminating deficits by encouraging the adoption of sound
budgetary practices and issuing bonds. In order for the Authority to issue
bonds on behalf of the City, the City and the Authority entered into an
intergovernmental cooperative agreement providing the Authority with certain
oversight powers with respect to the fiscal affairs of the City, and the
Authority approved a five-year financial plan prepared by the City. A five year
plan that projects a balanced General Fund budget in Fiscal Year 1994 without a
grant from the Authority was approved by the Authority on April 6, 1992. Full
implementation of the five year plan was delayed due to labor negotiations that
were not completed until October 1982, three months after the expiration of the
old labor contracts. In March 1993, Philadelphia filed an amended five year
plan with the Authority, which projects a $6.6 million deficit in the General
Fund for the fiscal year ending June 30, 1993. The City Council and the
Authority have approved a fiscal 1994 budget that projects no deficit for the
fiscal year ending June 30, 1994. In June 1992, the Authority issued
$474,555,000 in bonds to liquidate the City's deficit balance in its general
fund. In July 1993, the Authority issued $643,430,000 of bonds to refund
certain general obligation bonds of the City and to fund additional capital
projects. In September 1993, the Authority issued $178,675,000 of bonds to
advance refund certain of the bonds issued in June 1992.
PENNSYLVANIA TAXES
In the opinion of Messrs. Drinker Biddle & Reath, Philadelphia, Pennsylvania,
special counsel on Pennsylvania tax matters, under existing law:
Units evidencing fractional undivided interests in the Pennsylvania Trust
are not subject to any of the personal property taxes presently in effect
in Pennsylvania to the extent that the Trust is comprised of bonds issued
by the Commonwealth of Pennsylvania, any public authority, commission,
board or other agency created by the Commonwealth of Pennsylvania or any
public authority created by any such political subdivision ("Pennsylvania
Bonds"). The taxes referred to include the County Personal Property Tax
imposed on residents of Pennsylvania by the Act of June 17, 1913, P.L. 507,
as amended, and the additional personal property taxes imposed on
Pittsburgh residents by the School District of Pittsburgh under the Act of
June 20, 1947, P.L. 733, as amended and by the City of Pittsburgh under
Ordinance No. 599 of December 28, 1967. The portion, if any, of such Units
representing bonds or other obligations issued by the Government of Guam or
by its authority, bonds issued by the Government of Puerto Rico or by its
authority, and bonds issued by the Government of the Virgin Islands or by a
municipality thereof (collectively, "Possession Bonds") is not expressly
exempt from taxation under the foregoing Pennsylvania Act. However, such
bonds are expressly relieved from direct state taxation by United States
statutes. Therefore, Units in the Pennsylvania Trust are not subject to
Personal Property Tax to the extent that the Trust is comprised of
Possession Bonds.
Pennsylvania Trust Units may be subject to tax in the estate of a
resident decedent under the Pennsylvania inheritance and estate taxes.
Income received by a Unit holder attributable to interest realized by the
Pennsylvania Trust from Pennsylvania Bonds, Possession Bonds, and Prior
Trust Units is not taxable to individuals, estates or trusts under the
Personal Income Tax imposed by Article III of the Tax Reform Code of 1971;
to corporations under the Corporate Net Income Tax imposed by Article IV of
the Tax Reform Code of 1971; nor to individuals under the Philadelphia
School District Net Income Tax ("School District Tax") imposed on
Philadelphia resident individuals under the authority of the Act of August
9, 1963, P.L. 640.
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Income received by a Unit holder attributable to gain on the sale or
other disposition by the Pennsylvania Trust of Pennsylvania Bonds,
Possession Bonds and Prior Trust Units is taxable under the Personal Income
Tax, Corporate Net Income Tax, and, unless these assets were held by the
Pennsylvania Trust for more than six months, the School District Tax.
To the extent that gain on the disposition of a Unit represents gain
realized on Pennsylvania Bonds held by the Pennsylvania Trust or held by
Prior Trust Units, such gain may be subject to the Personal Income Tax and
Corporate Net Income Tax. Such gain may also be subject to the School
District Tax, except that gain realized with respect to a Unit held for
more than six months is not subject to the School District Tax.
No opinion is expressed regarding the extent, if any, to which Units, or
interest and gain thereon, is subject to, or included in the measure of, the
special taxes imposed by the Commonwealth of Pennsylvania on banks and other
financial institutions or with respect to any privilege, excise, franchise or
other tax imposed on business entities not discussed herein (including the
Corporate Capital Stock/Foreign Franchise Tax).
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TAX FREE VS. TAXABLE INCOME
The following tables show the approximate yields which taxable securities
must earn in various income brackets to equal tax exempt yields under combined
Federal and state individual income tax rates. This table reflects Federal
income tax rates and tax brackets for the 1994 taxable year under the Code as
in effect on the date of this Prospectus and state income tax rates that were
available on the date of the Prospectus. Because the Federal rate brackets are
subject to adjustment based on changes in the Consumer Price Index, the
taxable equivalent yields for subsequent years may be lower than indicated. A
table is computed on the theory that the taxpayer's highest bracket tax rate
is applicable to the entire amount of any increase or decrease in taxable
income (after allowance for any resulting change in state income tax)
resulting from a switch from taxable to tax-free securities or vice versa.
Variations between state and Federal allowable deductions and exemptions are
generally ignored. The state tax is thus computed by applying to the Federal
taxable income bracket amounts shown in the table the appropriate state rate
for those same dollar amounts. For example, a married couple living in the
State of [California] and filing a Joint Return with $53,000 in taxable income
for the 1994 tax year would need a taxable investment yielding 9.058% in order
to equal a tax-free return of 6.00%. Use the appropriate table to find your
tax bracket. Read across to determine the approximate taxable yield you would
need to equal a return free of Federal income tax and state income tax.
STATE OF CALIFORNIA
1994 TAX YEAR
<TABLE>
<CAPTION>
APPROX. COMBINED TAX EXEMPT YIELD
TAXABLE FEDERAL & STATE 3.50 4.00 4.50 5.00 5.50 6.00 6.50 7.00
INCOME BRACKET* TAX RATE
TAXABLE EQUIVALENT YIELD
JOINT RETURN
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 22,118 to 34,906 18.400% 4.289 4.901 5.514 6.127 6.740 7.353 7.966 8.578
$ 34,906 to 36,900 20.100% 4.380 5.006 5.632 6.257 6.883 7.509 8.135 8.761
$ 36,900 to 48,456 32.320% 5.171 5.910 6.648 7.387 8.126 8.865 9.604 10.343
$ 48,456 to 61,240 33.760% 5.283 6.038 6.793 7.548 8.303 9.058 9.813 10.568
$ 61,240 to 89,150 34.696% 5.359 6.125 6.890 7.656 8.422 9.188 9.953 10.719
$ 89,150 to 140,000 37.417% 5.592 6.391 7.190 7.989 8.788 9.587 10.386 11.185
$140,000 to 212,380 41.952% 6.029 6.890 7.752 8.613 9.474 10.336 11.197 12.058
$212,380 to 250,000 42.400% 6.076 6.944 7.812 8.680 9.548 10.416 11.284 12.152
$250,000 to 424,760 45.640% 6.438 7.358 8.278 9.197 10.117 11.037 11.957 12.877
Over $424,760 46.244% 6.510 7.441 8.371 9.301 10.231 11.161 12.091 13.021
<CAPTION>
SINGLE RETURN
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 24,228 to 30,620 33.760% 5.283 6.038 6.793 7.548 8.303 9.058 9.813 10.568
$ 30,620 to 53,500 34.696% 5.359 6.125 6.890 7.656 8.422 9.188 9.953 10.719
$ 53,500 to 106,190 37.417% 5.592 6.391 7.190 7.989 8.788 9.587 10.386 11.185
$106,190 to 115,000 37.900% 5.636 6.441 7.246 8.051 8.856 9.661 10.467 11.272
$115,000 to 212,380 42.400% 6.076 6.944 7.812 8.680 9.548 10.416 11.284 12.152
$212,380 to 250,000 43.040% 6.144 7.022 7.900 8.778 9.655 10.533 11.411 12.289
Over $250,000 46.244% 6.510 7.441 8.371 9.301 10.231 11.161 12.091 13.021
</TABLE>
- -------
* The income amount shown is income subject to Federal income tax reduced by
adjustments to income, exemptions, and itemized deductions (including the
deduction for state income tax). If the standard deduction had been taken
for Federal income tax purposes in order to reach the amount shown in the
table, the taxable equivalent yield required to equal a specified tax-exempt
yield would be at least as great as that shown in the table. It is assumed
that the investor is not subject to the alternative minimum tax. Where
applicable, investors should take into account the provisions of the Code
under which the benefit of certain itemized deductions and the benefit of
personal exemptions are limited in the case of higher income individuals.
Under the Code, an individual taxpayer with adjusted gross income in excess
of a $111,800 threshold amount is subject to an overall limitation on
certain itemized deductions, requiring a reduction equal to the lesser of
(i) 3% of adjusted gross income in excess of the $111,800 threshold amount
or (ii) 80% of the amount of such itemized deductions otherwise allowable.
The benefit of each personal exemption is phased out for married taxpayers
filing a joint return with adjusted gross income in excess of $167,700 and
for single taxpayers with adjusted gross income in excess of $111,800.
Personal exemptions are phased out at the rate of two percentage points for
each $2,500 (or fraction thereof) of adjusted gross income in excess of the
applicable threshold amount. California has adopted provisions corresponding
to the Federal law provisions limiting the benefit of certain itemized
deductions and phasing out the benefit of personal exemptions. However, the
California threshold amounts and percentage reductions differ from those
applicable under Federal law. The Federal and California tax brackets, the
threshold amounts at which itemized deductions are subject to reduction, and
the range over which personal exemptions are phased out will be adjusted for
inflation. The 36% and the 39.6% Federal tax brackets will, however, be
adjusted for inflation only for years after 1994.
C-18
<PAGE>
STATE OF CONNECTICUT
1994 TAX YEAR
<TABLE>
<CAPTION>
APPROX. COMBINED TAX EXEMPT YIELD
TAXABLE FEDERAL & STATE 4.00 4.50 5.00 5.50 6.00 6.50 6.50
INCOME BRACKET* TAX RATE**
TAXABLE EQUIVALENT YIELD
JOINT RETURN
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$0 to 36,900 18.825% 4.927 5.543 6.159 6.775 7.391 8.007 8.623
$ 36,900 to 89,150 31.240% 5.817 6.544 7.271 7.998 8.726 9.453 10.180
$ 89,150 to 140,000 34.105% 6.070 6.829 7.587 8.346 9.105 9.864 10.622
$140,000 to 250,000 38.880% 6.544 7.362 8.180 8.998 9.816 10.634 11.452
Over $250,000 42.318% 6.934 7.801 8.668 9.535 10.401 11.268 12.135
<CAPTION>
SINGLE RETURN
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$0 to 22,100 18.825% 4.927 5.543 6.159 6.775 7.391 8.007 8.623
$ 22,100 to 53,500 31.240% 5.817 6.544 7.271 7.998 8.726 9.453 10.180
$ 53,500 to 115,000 34.105% 6.070 6.829 7.587 8.346 9.105 9.864 10.622
$115,000 to 250,000 38.880% 6.544 7.362 8.180 8.998 9.816 10.634 11.452
Over $250,000 42.318% 6.934 7.801 8.668 9.535 10.401 11.268 12.135
</TABLE>
- -------
* The income amount shown is income subject to Federal income tax reduced by
adjustments to income, exemptions and itemized deductions (including the
deduction for state income tax). If the standard deduction had been taken
for Federal income tax purposes in order to reach the amount shown in the
table, the taxable equivalent yield required to equal a specified tax-exempt
yield would be at least as great as that shown in the table. It is assumed
that the investor is not subject to the alternative minimum tax. Where
applicable, investors should take into account the provisions of the Code
under which the benefit of certain itemized deductions and the benefit of
personal exemptions are limited in the case of higher income individuals.
Under the Code, individual taxpayers with adjusted gross income in excess of
a $111,800 threshold amount are subject to an overall limitation on certain
itemized deductions, requiring a reduction equal to the lesser of (i) 3% of
adjusted gross income in excess of the $111,800 threshold amount or (ii) 80%
of the amount of such itemized deductions otherwise allowable. The benefit
of each personal exemption is phased out for married taxpayers filing a
joint return with adjusted gross income in excess of $167,700 and for single
taxpayers with adjusted gross income in excess of $111,800. Personal
exemptions are phased out at the rate of two percentage points for each
$2,500 (or fraction thereof) of adjusted gross income in excess of the
applicable threshold amount. The 15%, 28% and 31% Federal tax brackets, the
threshold amounts at which itemized deductions are subject to reduction, and
the range over which personal exemptions are phased out will be adjusted for
inflation for each year. The 36% and 39.6% Federal tax brackets will be
adjusted for inflation for each year after 1994.
** This table does not reflect the Connecticut personal exemption and tax
credit. To the extent that the Connecticut personal exemption and tax credit
apply in a particular case, the approximate combined Federal and state tax
rates and the taxable equivalent yield will be less than that shown in the
table.
C-19
<PAGE>
COMMONWEALTH OF MASSACHUSETTS
1994 TAX YEAR
<TABLE>
<CAPTION>
APPROX. COMBINED TAX EXEMPT YIELD
TAXABLE FEDERAL & STATE 3.50 4.00 4.50 5.00 5.50 6.00 6.50 7.00
INCOME BRACKET* TAX RATE
TAXABLE EQUIVALENT YIELD
JOINT RETURN
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0-36,900 25.20 4.68 5.35 6.02 6.68 7.35 8.02 8.69 9.36
$ 36,900-89,150 36.64 5.52 6.31 7.10 7.89 8.68 9.47 10.26 11.05
$ 89,150-140,000 39.28 5.76 6.59 7.41 8.23 9.06 9.88 10.70 11.53
$140,000-350,000 43.68 6.21 7.10 7.99 8.88 9.77 10.65 11.54 12.43
Over $250,000 46.85 6.58 7.53 8.47 9.41 10.35 11.29 12.23 13.17
<CAPTION>
SINGLE RETURN
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0-22,100 25.20 4.68 5.35 6.02 6.68 7.35 8.02 8.69 9.36
$ 22,100-53,500 36.64 5.52 6.31 7.10 7.89 8.68 9.47 10.26 11.05
$53,500-115,000 39.28 5.76 6.59 7.41 8.23 9.06 9.88 10.70 11.53
115,000-250,000 43.68 6.21 7.10 7.99 8.88 9.77 10.65 11.54 12.43
Over $250,000 46.85 6.58 7.53 8.47 9.41 10.35 11.29 12.23 13.17
</TABLE>
- -------
* The income amount shown is income subject to Federal income tax reduced by
adjustments to income, exemptions and itemized deductions (including the
deduction for state income tax). If the standard deduction had been taken for
Federal income tax purposes in order to reach the amount shown in the table,
the taxable equivalent yield required to equal a specified tax-exempt yield
would be at least as great as that shown in the table. It is assumed that the
investor is not subject to the alternative minimum tax. Where applicable,
investors should take into account the provisions of the Code under which the
benefit of certain itemized deductions and the benefit of personal exemptions
are limited in the case of higher income individuals. Under the Code, an
individual taxpayer with adjusted gross income in excess of a $111,800
threshold amount is subject to an overall limitation on certain itemized
deductions, requiring a reduction equal to the lesser of (i) 3% of adjusted
gross income in excess of the $111,800 threshold amount or (ii) 80% of the
amount of such itemized deductions otherwise allowable. The benefit of each
personal exemption is phased out for married taxpayers filing a joint return
with adjusted gross income in excess of $167,700 and for single taxpayers
with adjusted gross income in excess of $111,800. Personal exemptions are
phased out at the rate of two percentage points for each $2,500 (or fraction
thereof) of adjusted gross income in excess of the applicable threshold
amount. The 15%, 28% and 31% Federal tax brackets, the threshold amounts at
which itemized deductions are subject to reduction, and the range over which
personal exemptions are phased out will be adjusted for inflation for each
year. The 36% and 39.6% Federal tax brackets will be adjusted for inflation
for each year after 1994.
C-20
<PAGE>
COMMONWEALTH OF PENNSYLVANIA
1994 TAX YEAR
<TABLE>
<CAPTION>
APPROX. COMBINED TAX EXEMPT YIELD
TAXABLE FEDERAL & STATE 3.50 4.00 4.50 5.00 5.50 6.00 6.50 7.00
INCOME BRACKET* TAX RATE
TAXABLE EQUIVALENT YIELD
JOINT RETURN
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0 to 38,000 17.380% 4.236 4.841 5.447 6.052 6.657 7.262 7.867 8.473
$ 38,000 to 91,850 30.016% 5.001 5.716 6.430 7.144 7.859 8.573 9.288 10.002
$ 91,850 to 140,000 32.932% 5.219 5.964 6.710 7.455 8.201 8.946 9.692 10.437
$140,000 to 250,000 37.792% 5.626 6.430 7.234 8.037 8.841 9.645 10.449 11.253
Over $250,000 41.291% 5.962 6.813 7.665 8.516 9.368 10.220 11.072 11.923
<CAPTION>
SINGLE RETURN
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0 to 22,750 17.380% 4.236 4.841 5.447 6.052 6.657 7.262 7.867 8.473
$ 22,750 to 53,100 30.016% 5.001 5.716 6.430 7.144 7.859 8.573 9.288 10.002
$ 53,100 to 115,000 32.932% 5.219 5.964 6.710 7.455 8.201 8.946 9.692 10.437
$115,000 to 250,000 37.792% 5.626 6.430 7.234 8.037 8.841 9.645 10.449 11.253
Over $250,000 41.291% 5.962 6.813 7.665 8.516 9.368 10.220 11.072 11.923
</TABLE>
- -------
* The income amount shown is income subject to Federal income tax reduced by
adjustments to income, exemptions, and itemized deductions (including the
deduction for state income tax). If the standard deduction had been taken
for Federal income tax purposes in order to reach the amount shown in the
table, the taxable equivalent yield required to equal a specified tax-exempt
yield would be at least as great as that shown in the table. It is assumed
that the investor is not subject to the alternative minimum tax. Where
applicable, investors should take into account the provisions of the Code
under which the benefit of certain itemized deductions and the benefit of
personal exemptions are limited in the case of higher income individuals.
Under the Code, individual taxpayers with adjusted gross income in excess of
a $111,800 threshold amount are subject to an overall limitation on certain
itemized deductions, requiring a reduction equal to the lesser of (i) 3% of
adjusted gross income in excess of the $111,800 threshold amount or (ii) 80%
of the amount of such itemized deductions otherwise allowable. The benefit
of each personal exemption is phased out for married taxpayers filing a
joint return with adjusted gross income in excess of $167,700 and for single
taxpayers with adjusted gross income in excess of $111,800. Personal
exemptions are phased out at the rate of two percentage points for each
$2,500 (or fraction thereof) of adjusted gross income in excess of the
applicable threshold amount. The 15%, 28% and 31% Federal tax brackets, the
threshold amounts at which itemized deductions are subject to reduction, and
the range over which personal exemptions are phased out will be adjusted for
inflation for each year. The 36% and 39.6% Federal tax brackets will be
adjusted for inflation for each year after 1994. The above table does not
reflect the impact of the income tax imposed by the School District of
Philadelphia.
C-21
<PAGE>
PROSPECTUS
THIS PROSPECTUS CONTAINS INFORMATION CONCERNING THE TRUST AND THE SPONSORS,
BUT DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE REGISTRATION
STATEMENTS AND EXHIBITS RELATING THERETO, WHICH THE TRUST HAS 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.
INDEX:
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUMMARY OF ESSENTIAL INFORMATION........................................... A-2
PORTFOLIO SUMMARY AS OF DATE OF DEPOSIT.................................... A-4
UNDERWRITING............................................................... A-6
INDEPENDENT AUDITORS' REPORT............................................... A-7
STATEMENTS OF FINANCIAL CONDITION.......................................... A-8
PORTFOLIOS OF SECURITIES................................................... A-9
TAX EXEMPT SECURITIES TRUST................................................ B-1
THE TRUSTS................................................................ B-1
OBJECTIVES................................................................ B-1
PORTFOLIO................................................................. B-1
RISK FACTORS.............................................................. B-2
THE UNITS................................................................. B-10
TAXES..................................................................... B-10
EXPENSES AND CHARGES...................................................... B-12
PUBLIC OFFERING............................................................ B-13
OFFERING PRICE............................................................ B-13
METHOD OF EVALUATION...................................................... B-13
DISTRIBUTION OF UNITS..................................................... B-14
MARKET FOR UNITS.......................................................... B-14
EXCHANGE OPTION........................................................... B-14
REINVESTMENT PROGRAMS..................................................... B-15
SPONSORS' AND UNDERWRITERS' PROFITS....................................... B-15
RIGHTS OF UNIT HOLDERS..................................................... B-15
CERTIFICATES.............................................................. B-15
DISTRIBUTION OF INTEREST AND PRINCIPAL.................................... B-16
REPORTS AND RECORDS....................................................... B-17
REDEMPTION OF UNITS....................................................... B-17
SPONSORS................................................................... B-18
LIMITATIONS ON LIABILITY.................................................. B-19
RESPONSIBILITY............................................................ B-19
RESIGNATION............................................................... B-19
TRUSTEE.................................................................... B-20
LIMITATIONS ON LIABILITY.................................................. B-20
RESIGNATION............................................................... B-20
EVALUATOR.................................................................. B-20
LIMITATIONS ON LIABILITY.................................................. B-20
RESPONSIBILITY............................................................ B-20
RESIGNATION............................................................... B-20
AMENDMENT AND TERMINATION OF THE TRUST AGREEMENT........................... B-21
AMENDMENT................................................................. B-21
TERMINATION............................................................... B-21
LEGAL OPINION.............................................................. B-21
AUDITORS................................................................... B-21
BOND RATINGS............................................................... B-21
FEDERAL TAX FREE VS. TAXABLE INCOME........................................ B-23
THE STATE TRUSTS........................................................... C-1
TAX FREE VS. TAXABLE INCOME................................................ C-18
</TABLE>
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.
TAX EXEMPT SECURITIES TRUST
------------
11,500 UNITS
------------
Prospectus
Dated March 17, 1994
------------
SPONSORS
SMITH BARNEY
SHEARSON INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
(212) 698-5300
------------
KIDDER, PEABODY & CO.
INCORPORATED
60 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 656-1609
<PAGE>
PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
A. The following information relating to the Depositors is incorporated by
reference to the SEC filings indicated and made a part of this Registration
Statement.
SEC FILE OR
IDENTIFICATION NO.
------------------
I. Bonding Arrangements and Date of Organization of the Depositors
filed pursuant to Items A and B of Part II of the Registration
Statement on Form S-6 under the Securities Act of 1993:
Smith Barney Shearson Inc. 2-55436
Kidder, Peabody & Co. Incorporated
II. Information as to Officers and Directors of the Depositors filed
pursuant to Schedules A and D of Form BD under Rules 15b1-1 and
15b3-1 of the Securities Exchange Act of 1934:
Smith Barney Shearson Inc. 8-8177
Kidder, Peabody & Co. Incorporated 8-4831
III. Charter documents of the Depositors filed as Exhibits to the Reg-
istration Statement on Form S-6 under the Securities Act of 1933
(Charter, By-Laws):
Smith Barney Shearson Inc. 33-65332, 33-36037
Kidder, Peabody & Co. Incorporated 33-17979, 33-20499
B. The Internal Revenue Service Employer Identification Numbers of the
Sponsors and Trustee are as follows:
Smith Barney Shearson Inc. 13-1912900
Kidder, Peabody & Co. Incorporated 13-5650440
United States Trust Company of New York, Trustee 13-5459866
II-1
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
THE REGISTRATION STATEMENT ON FORM S-6 COMPRISES THE FOLLOWING PAPERS AND
DOCUMENTS:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-Reference
Sheet to the Registration Statement of Tax Exempt Securities Trust, Series
384, 1933 Act File No. 33-50915).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
Consent of Independent Auditors.
The following exhibits:
<TABLE>
<C> <S>
1.1 --Form of Trust Indenture and Agreement (incorporated by reference to
Exhibit 4.a to the Registration Statement of Tax Exempt Securities
Trust, Series 265, 1933 Act File No. 33-15123).
1.1.1 --Form of Reference Agreement Trust (incorporated by reference to
Exhibit 4.b to the Registration Statement of Tax Exempt Securities
Trust, Series 384, 1993 Act File No. 33-50915).
1.2 --Form of Agreement Among Underwriters (incorporated by reference to
Exhibit 99 to the Registration Statement of Tax Exempt Securities
Trust, Series 384, 1933 Act File No. 33-50915).
2.1 --Form of Certificate of Beneficial Interest (included in Exhibit 1.1).
3.1 --Opinion of counsel as to the legality of the securities being issued
including their consent to the use of their name under the headings
"Taxes" and "Legal Opinion" in the Prospectus.
4.1 --Consent of the Evaluator.
24 --Powers of Attorney
</TABLE>
II-2
<PAGE>
SIGNATURES
The registrant, Tax Exempt Securities Trust, Series 389, hereby identifies
Series 1 and Series 357 of the Trust for purposes of the representations
required by Rule 487 and represents the following:
(1) That the portfolio securities deposited in the series as to the
securities of which this Registration Statement is being filed do not
differ materially in type or qualify from those deposited in such previous
series;
(2) That, except to the extent necessary to identify the specific
portfolio securities deposited in, and to provide essential financial
information for, the series with respect to the securities of which this
Registration Statement is being filed, this Registration Statement is being
filed, this Registration Statement does not contain disclosures that differ
in any material respect from those contained in the registration statements
for such previous series as to which the effective date was determined by
the Commission or the staff; and
(3) That is has complied with Rule 460 under the Securities Act of 1933.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT THERETO TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW
YORK, AND STATE OF NEW YORK, ON THE 17 DAY OF MARCH, 1994.
Signatures appear on pages II-4 and II-5.
A majority of the members of the Board of Directors of Smith Barney Shearson
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
A majority of the members of the Board of Directors of Kidder, Peabody & Co.
Incorporated has signed this Registration Statement or Amendment to the
Registration Statement pursuant to Powers of Attorney authorizing the person
signing this Registration Statement or Amendment to the Registration Statement
to do so on behalf of such members.
II-3
<PAGE>
Smith Barney Shearson Inc., Depositor
/s/ George S. Michinard, Jr.
By .................................
(GEORGE S. MICHINARD, JR.)
By the following persons*, who
constitute a majority of the
directors of Smith Barney Shearson
Inc.:
Steven D. Black
James S. Boshart III
Robert A. Case
Robert K. Difazio
James Dimon
Robert Druskin
Herbert Dunn
Toni A. Elliot
Lewis L. Glucksman
Robert F. Greenhill
John B. Hoffmann
A. Richard Janiak, Jr.
Robert Q. Jones
Robert B. Kane
Robert H. Lessen
Jeffrey B. Lane
Thomas A. Maguire, Jr.
Howard D. Marsh
John F. McCann
William J. Mills, II
John C. Morris
Charles O'Connor
Hugh J. O'Hare
Joseph J. Plumeri II
Jack L. Rivkin
A. George Saks
Bruce D. Sargent
Don M. Shagrin
David M. Standridge
Jacques S. Theriot
Melvin B. Taub
Stephen Treadway
Paul Underwood
Philip M. Waterman, Jr.
/s/ George S. Michinard, Jr.
By ..................................
(GEORGE S. MICHINARD, JR.,
ATTORNEY-IN-FACT)
- --------
* Pursuant to Powers of Attorney filed under the 1933 Act file Numbers 33-
56722 and 33-51999.
II-4
<PAGE>
Kidder, Peabody & Co. Incorporated,
Depositor
/s/ Gilbert R. Ott, Jr.
By ..................................
(GILBERT R. OTT, JR.)
By the following persons, who
constitute a majority of the Board
of Directors of Kidder, Peabody &
Co. Incorporated:
Michael A. Carpenter
Edward A. Cerullo
Theodore J. Johnson
Michael A. M. Keehner
John M. Liftin
C. Edward Midgley
James A. Mullin
Richard W. O'Donnell
Thomas F. Ryan, Jr.
Douglas T. Tansill
/s/ Gilbert R. Ott, Jr.
By ..................................
(GILBERT R. OTT, JR., ATTORNEY-IN-
FACT)
II-5
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
To the Sponsors and Unit Holders of
Tax Exempt Securities Trust, Series 389:
We consent to the use of our report dated March 16, 1994 included herein
and to the reference to our firm under the heading "Auditors" in the Prospectus.
KPMG Peat Marwick
New York, N.Y.
March 16, 1994
II-6
<PAGE>
EXHIBIT 3.1
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
March 16, 1994
Tax Exempt Securities Trust,
Series 389
Smith Barney Shearson Inc.
Kidder, Peabody & Co., Incorporated
c/oSmith Barney Shearson Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We have acted as special counsel for you, as sponsors (the "Sponsors") of
Series 389 of Tax Exempt Securities Trust (the "Trusts"), in connection with
the issuance of units of fractional undivided interest in the Trusts (the
"Units") in accordance with the Trust Indenture and Agreement and related
Reference Trust Agreement relating to the Trusts (the "Indenture").
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents and instruments as
we have deemed necessary or advisable for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that (i) the execution and
delivery of the Indenture and the issuance of the Units have been duly
authorized by the Sponsors and (ii) the Units, when duly issued and delivered
by the Sponsors and the Trustee in accordance with the Indenture, will be
legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 3.1 to the
Registration Statement relating to the Units filed under the Securities Act of
1933 and to the use of our name in such Registration Statement and in the
related prospectus under the headings "Taxes" and "Legal Opinion".
Very truly yours,
Davis Polk & Wardwell
<PAGE>
EXHIBIT 4.1
KENNY S&P EVALUATION SERVICES
A Division of Kenny Information Systems, Inc.
65 Broadway
New York, New York 10006-2511
Telephone: 212/770-4900
F. A. Shinal
Senior Vice President
Chief Financial Officer
March 16, 1994
Smith Barney Shearson Inc.
1345 Avenue of the Americas
New York, N.Y. 10105
United States Trust Company
114 W. 47th Street
New York, N.Y. 10036
Re: Tax-Exempt Securities Trust, Series 389
Gentlemen:
We have examined Registration Statement File No. 33-52529 for the above-
captioned trust. We hereby acknowledge that Kenny S&P Evaluation Services, a
division of Kenny Information Systems, Inc. is currently acting as the
evaluator for the trust. We hereby consent to the use in the Registration
Statement of the reference to Kenny S&P Evaluation Services, a division of
Kenny Information Systems, Inc. as evaluator.
In addition, we hereby confirm that the ratings indicated in the Registration
Statement for the respective bonds comprising the trust portfolio are the
ratings indicated in our KENNYBASE database.
You are hereby authorized to file a copy of this letter with the Securities
and Exchange Commission.
Sincerely,
F. A. Shinal
Senior Vice President
Chief Financial Officer
<PAGE>
EXHIBIT 24
This Power of Attorney is applicable only to Registration Statements,
amendments of Registration Statements, applications for registration and similar
or related documents pertaining to units of undivided interest in Tax-Exempt
Securities Trust, Series 1 and subsequent national and state series (including
insured series).
-------------------------
POWER OF ATTORNEY
-------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Kidder,
Peabody & Co. Incorporated, hereby constitutes and appoints
Gilbert R. Ott, Jr.
Thomas S.T. Gimbel
Lawrence H. Kaplan
and each of them (with full power to each of them to act alone) his true and
lawful attorney-in-fact and agent for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and affix his seal
thereto and file one or more Registration Statements under the Securities Act of
1933, as amended, and/or the Investment Company Act of 1940, including any
amendment or amendments thereto, with all exhibits and any and all other
documents required to be filed on and after this date with respect to the Tax
Exempt Securities Trust, Series 1 and subsequent national and state series
(including insured series), with any regulatory authority, federal or state,
relating to the registration or issuance of units or fractional undivided
interest in one or more Trust Funds without limitation so long as each such
Trust Fund or series thereof shall be substantially identical and similar in
form and substance to the Tax Exempt Securities Trust, Series 1, granting unto
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
he might or could do if personally present, hereby ratifying and confirming all
that said attorney-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Kidder, Peabody & Co.
Incorporated has hereunto set his hand this 14th day of March, 1994.
/s/Michael A. Carpenter
----------------------------
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 14th day of March, 1994 personally appeared before me, a Notary
Public in and for the State of New York, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
/s/William E. McKinley
----------------------
Notary Public
(SEAL)
<PAGE>
This Power of Attorney is applicable only to Registration Statements,
amendments of Registration Statements, applications for registration and similar
or related documents pertaining to units of undivided interest in Tax-Exempt
Securities Trust, Series 1 and subsequent national and state series (including
insured series).
-------------------------
POWER OF ATTORNEY
-------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Kidder,
Peabody & Co. Incorporated, hereby constitutes and appoints
Gilbert R. Ott, Jr.
Thomas S.T. Gimbel
Lawrence H. Kaplan
and each of them (with full power to each of them to act alone) his true and
lawful attorney-in-fact and agent for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and affix his seal
thereto and file one or more Registration Statements under the Securities Act of
1933, as amended, and/or the Investment Company Act of 1940, including any
amendment or amendments thereto, with all exhibits and any and all other
documents required to be filed on and after this date with respect to the Tax
Exempt Securities Trust, Series 1 and subsequent national and state series
(including insured series), with any regulatory authority, federal or state,
relating to the registration or issuance of units or fractional undivided
interest in one or more Trust Funds without limitation so long as each such
Trust Fund or series thereof shall be substantially identical and similar in
form and substance to the Tax Exempt Securities Trust, Series 1, granting unto
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
he might or could do if personally present, hereby ratifying and confirming all
that said attorney-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Kidder, Peabody & Co.
Incorporated has hereunto set his hand this 9th day of March, 1994.
/s/Edward A. Cerullo
----------------------------
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 9th day of March, 1994 personally appeared before me, a Notary
Public in and for the State of New York, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
/s/William E. McKinley
----------------------
Notary Public
(SEAL)
2
<PAGE>
This Power of Attorney is applicable only to Registration Statements,
amendments of Registration Statements, applications for registration and similar
or related documents pertaining to units of undivided interest in Tax-Exempt
Securities Trust, Series 1 and subsequent national and state series (including
insured series).
-------------------------
POWER OF ATTORNEY
-------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Kidder,
Peabody & Co. Incorporated, hereby constitutes and appoints
Gilbert R. Ott, Jr.
Thomas S.T. Gimbel
Lawrence H. Kaplan
and each of them (with full power to each of them to act alone) his true and
lawful attorney-in-fact and agent for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and affix his seal
thereto and file one or more Registration Statements under the Securities Act of
1933, as amended, and/or the Investment Company Act of 1940, including any
amendment or amendments thereto, with all exhibits and any and all other
documents required to be filed on and after this date with respect to the Tax
Exempt Securities Trust, Series 1 and subsequent national and state series
(including insured series), with any regulatory authority, federal or state,
relating to the registration or issuance of units or fractional undivided
interest in one or more Trust Funds without limitation so long as each such
Trust Fund or series thereof shall be substantially identical and similar in
form and substance to the Tax Exempt Securities Trust, Series 1, granting unto
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
he might or could do if personally present, hereby ratifying and confirming all
that said attorney-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Kidder, Peabody & Co.
Incorporated has hereunto set his hand this 7th day of March, 1994.
/s/Theodore J. Johnson
----------------------------
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 7th day of March, 1994 personally appeared before me, a Notary
Public in and for the State of New York, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
/s/William E. McKinley
----------------------
Notary Public
(SEAL)
3
<PAGE>
This Power of Attorney is applicable only to Registration Statements,
amendments of Registration Statements, applications for registration and similar
or related documents pertaining to units of undivided interest in Tax-Exempt
Securities Trust, Series 1 and subsequent national and state series (including
insured series).
-------------------------
POWER OF ATTORNEY
-------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Kidder,
Peabody & Co. Incorporated, hereby constitutes and appoints
Gilbert R. Ott, Jr.
Thomas S.T. Gimbel
Lawrence H. Kaplan
and each of them (with full power to each of them to act alone) his true and
lawful attorney-in-fact and agent for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and affix his seal
thereto and file one or more Registration Statements under the Securities Act of
1933, as amended, and/or the Investment Company Act of 1940, including any
amendment or amendments thereto, with all exhibits and any and all other
documents required to be filed on and after this date with respect to the Tax
Exempt Securities Trust, Series 1 and subsequent national and state series
(including insured series), with any regulatory authority, federal or state,
relating to the registration or issuance of units or fractional undivided
interest in one or more Trust Funds without limitation so long as each such
Trust Fund or series thereof shall be substantially identical and similar in
form and substance to the Tax Exempt Securities Trust, Series 1, granting unto
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
he might or could do if personally present, hereby ratifying and confirming all
that said attorney-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Kidder, Peabody & Co.
Incorporated has hereunto set his hand this 7th day of March, 1994.
/s/Michael A.M. Keehner
----------------------------
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 7th day of March, 1994 personally appeared before me, a Notary
Public in and for the State of New York, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
/s/William E. McKinley
----------------------
Notary Public
(SEAL)
4
<PAGE>
This Power of Attorney is applicable only to Registration Statements,
amendments of Registration Statements, applications for registration and similar
or related documents pertaining to units of undivided interest in Tax-Exempt
Securities Trust, Series 1 and subsequent national and state series (including
insured series).
-------------------------
POWER OF ATTORNEY
-------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Kidder,
Peabody & Co. Incorporated, hereby constitutes and appoints
Gilbert R. Ott, Jr.
Thomas S.T. Gimbel
Lawrence H. Kaplan
and each of them (with full power to each of them to act alone) his true and
lawful attorney-in-fact and agent for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and affix his seal
thereto and file one or more Registration Statements under the Securities Act of
1933, as amended, and/or the Investment Company Act of 1940, including any
amendment or amendments thereto, with all exhibits and any and all other
documents required to be filed on and after this date with respect to the Tax
Exempt Securities Trust, Series 1 and subsequent national and state series
(including insured series), with any regulatory authority, federal or state,
relating to the registration or issuance of units or fractional undivided
interest in one or more Trust Funds without limitation so long as each such
Trust Fund or series thereof shall be substantially identical and similar in
form and substance to the Tax Exempt Securities Trust, Series 1, granting unto
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
he might or could do if personally present, hereby ratifying and confirming all
that said attorney-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Kidder, Peabody & Co.
Incorporated has hereunto set his hand this 7th day of March, 1994.
/s/John M. Liften
----------------------------
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 7th day of March, 1994 personally appeared before me, a Notary
Public in and for the State of New York, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
/s/William E. McKinley
----------------------
Notary Public
(SEAL)
5
<PAGE>
This Power of Attorney is applicable only to Registration Statements,
amendments of Registration Statements, applications for registration and similar
or related documents pertaining to units of undivided interest in Tax-Exempt
Securities Trust, Series 1 and subsequent national and state series (including
insured series).
-------------------------
POWER OF ATTORNEY
-------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Kidder,
Peabody & Co. Incorporated, hereby constitutes and appoints
Gilbert R. Ott, Jr.
Thomas S.T. Gimbel
Lawrence H. Kaplan
and each of them (with full power to each of them to act alone) his true and
lawful attorney-in-fact and agent for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and affix his seal
thereto and file one or more Registration Statements under the Securities Act of
1933, as amended, and/or the Investment Company Act of 1940, including any
amendment or amendments thereto, with all exhibits and any and all other
documents required to be filed on and after this date with respect to the Tax
Exempt Securities Trust, Series 1 and subsequent national and state series
(including insured series), with any regulatory authority, federal or state,
relating to the registration or issuance of units or fractional undivided
interest in one or more Trust Funds without limitation so long as each such
Trust Fund or series thereof shall be substantially identical and similar in
form and substance to the Tax Exempt Securities Trust, Series 1, granting unto
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
he might or could do if personally present, hereby ratifying and confirming all
that said attorney-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Kidder, Peabody & Co.
Incorporated has hereunto set his hand this 3rd day of March, 1994.
/s/C. Edward Midgley
----------------------------
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 3rd day of March, 1994 personally appeared before me, a Notary
Public in and for the State of New York, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
/s/William E. McKinley
----------------------
Notary Public
(SEAL)
6
<PAGE>
This Power of Attorney is applicable only to Registration Statements,
amendments of Registration Statements, applications for registration and similar
or related documents pertaining to units of undivided interest in Tax-Exempt
Securities Trust, Series 1 and subsequent national and state series (including
insured series).
-------------------------
POWER OF ATTORNEY
-------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Kidder,
Peabody & Co. Incorporated, hereby constitutes and appoints
Gilbert R. Ott, Jr.
Thomas S.T. Gimbel
Lawrence H. Kaplan
and each of them (with full power to each of them to act alone) his true and
lawful attorney-in-fact and agent for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and affix his seal
thereto and file one or more Registration Statements under the Securities Act of
1933, as amended, and/or the Investment Company Act of 1940, including any
amendment or amendments thereto, with all exhibits and any and all other
documents required to be filed on and after this date with respect to the Tax
Exempt Securities Trust, Series 1 and subsequent national and state series
(including insured series), with any regulatory authority, federal or state,
relating to the registration or issuance of units or fractional undivided
interest in one or more Trust Funds without limitation so long as each such
Trust Fund or series thereof shall be substantially identical and similar in
form and substance to the Tax Exempt Securities Trust, Series 1, granting unto
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
he might or could do if personally present, hereby ratifying and confirming all
that said attorney-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Kidder, Peabody & Co.
Incorporated has hereunto set his hand this 14th day of March, 1994.
/s/James A. Mullin
----------------------------
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 14th day of March, 1994 personally appeared before me, a Notary
Public in and for the State of New York, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
/s/William E. McKinley
----------------------
Notary Public
(SEAL)
7
<PAGE>
This Power of Attorney is applicable only to Registration Statements,
amendments of Registration Statements, applications for registration and similar
or related documents pertaining to units of undivided interest in Tax-Exempt
Securities Trust, Series 1 and subsequent national and state series (including
insured series).
-------------------------
POWER OF ATTORNEY
-------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Kidder,
Peabody & Co. Incorporated, hereby constitutes and appoints
Gilbert R. Ott, Jr.
Thomas S.T. Gimbel
Lawrence H. Kaplan
and each of them (with full power to each of them to act alone) his true and
lawful attorney-in-fact and agent for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and affix his seal
thereto and file one or more Registration Statements under the Securities Act of
1933, as amended, and/or the Investment Company Act of 1940, including any
amendment or amendments thereto, with all exhibits and any and all other
documents required to be filed on and after this date with respect to the Tax
Exempt Securities Trust, Series 1 and subsequent national and state series
(including insured series), with any regulatory authority, federal or state,
relating to the registration or issuance of units or fractional undivided
interest in one or more Trust Funds without limitation so long as each such
Trust Fund or series thereof shall be substantially identical and similar in
form and substance to the Tax Exempt Securities Trust, Series 1, granting unto
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
he might or could do if personally present, hereby ratifying and confirming all
that said attorney-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Kidder, Peabody & Co.
Incorporated has hereunto set his hand this 9th day of March, 1994.
/s/Richard W. O'Donnell
----------------------------
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 9th day of March, 1994 personally appeared before me, a Notary
Public in and for the State of New York, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
/s/William E. McKinley
----------------------
Notary Public
(SEAL)
8
<PAGE>
This Power of Attorney is applicable only to Registration Statements,
amendments of Registration Statements, applications for registration and similar
or related documents pertaining to units of undivided interest in Tax-Exempt
Securities Trust, Series 1 and subsequent national and state series (including
insured series).
-------------------------
POWER OF ATTORNEY
-------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Kidder,
Peabody & Co. Incorporated, hereby constitutes and appoints
Gilbert R. Ott, Jr.
Thomas S.T. Gimbel
Lawrence H. Kaplan
and each of them (with full power to each of them to act alone) his true and
lawful attorney-in-fact and agent for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and affix his seal
thereto and file one or more Registration Statements under the Securities Act of
1933, as amended, and/or the Investment Company Act of 1940, including any
amendment or amendments thereto, with all exhibits and any and all other
documents required to be filed on and after this date with respect to the Tax
Exempt Securities Trust, Series 1 and subsequent national and state series
(including insured series), with any regulatory authority, federal or state,
relating to the registration or issuance of units or fractional undivided
interest in one or more Trust Funds without limitation so long as each such
Trust Fund or series thereof shall be substantially identical and similar in
form and substance to the Tax Exempt Securities Trust, Series 1, granting unto
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
he might or could do if personally present, hereby ratifying and confirming all
that said attorney-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Kidder, Peabody & Co.
Incorporated has hereunto set his hand this 14th day of March, 1994.
/s/Thomas F. Ryan, Jr.
----------------------------
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 14th day of March, 1994 personally appeared before me, a Notary
Public in and for the State of New York, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
/s/William E. McKinley
----------------------
Notary Public
(SEAL)
9
<PAGE>
This Power of Attorney is applicable only to Registration Statements,
amendments of Registration Statements, applications for registration and similar
or related documents pertaining to units of undivided interest in Tax-Exempt
Securities Trust, Series 1 and subsequent national and state series (including
insured series).
-------------------------
POWER OF ATTORNEY
-------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Kidder,
Peabody & Co. Incorporated, hereby constitutes and appoints
Gilbert R. Ott, Jr.
Thomas S.T. Gimbel
Lawrence H. Kaplan
and each of them (with full power to each of them to act alone) his true and
lawful attorney-in-fact and agent for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and affix his seal
thereto and file one or more Registration Statements under the Securities Act of
1933, as amended, and/or the Investment Company Act of 1940, including any
amendment or amendments thereto, with all exhibits and any and all other
documents required to be filed on and after this date with respect to the Tax
Exempt Securities Trust, Series 1 and subsequent national and state series
(including insured series), with any regulatory authority, federal or state,
relating to the registration or issuance of units or fractional undivided
interest in one or more Trust Funds without limitation so long as each such
Trust Fund or series thereof shall be substantially identical and similar in
form and substance to the Tax Exempt Securities Trust, Series 1, granting unto
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
he might or could do if personally present, hereby ratifying and confirming all
that said attorney-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of Kidder, Peabody & Co.
Incorporated has hereunto set his hand this 7th day of March, 1994.
/s/Douglas T. Tansil
----------------------------
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 7th day of March, 1994 personally appeared before me, a Notary
Public in and for the State of New York, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
/s/William E. McKinley
----------------------
Notary Public
(SEAL)
10
