AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 3, 1995
REGISTRATION NO. 33-56963
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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
NEW JERSEY TRUST 120
(FORMERLY TAX EXEMPT SECURITIES TRUST,
NEW JERSEY TRUST 119)
(A UNIT INVESTMENT TRUST)
B. NAME OF DEPOSITOR:
SMITH BARNEY INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
SMITH BARNEY INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, N.Y. 10105
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
THOMAS D. HARMAN, ESQ.
388 GREENWICH STREET
NEW YORK, N.Y. 10013
COPIES TO
PIERRE DE SAINT PHALLE, ESQ.
450 LEXINGTON AVENUE
NEW YORK, N.Y. 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 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 THE PUBLIC:
As soon as practicable after the acquisition and deposit of the underlying
obligations.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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SUBJECT TO COMPLETION, PROSPECTUS DATED JANUARY 3, 1995
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TAX EXEMPT SECURITIES TRUST
NEW JERSEY TRUST 120
(UNIT INVESTMENT TRUSTS)
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A final prospectus for a prior Series of Tax Exempt Securities Trust
is hereby incorporated by reference and used as a preliminary prospectus
for Tax Exempt Securities Trust, New Jersey Trust 120. Except as indicated
below, the narrative information and structure of the final prospectus
which includes the new Trust will be substantially the same as that of the
previous prospectus. Although the previous prospectus includes the
specific trusts indicated therein, the specific trusts included with this
new Trust when deposited will differ from such previous trusts.
Information with respect to this Trust, including pricing, the size and
composition of the Trust portfolio, the number of units of the Trust, dates
and summary information regarding the characteristics of securities to be
deposited in the Trust is not now available and will be different from that
shown since each trust has a unique portfolio. Accordingly, the
information contained herein with regard to the previous Trusts should be
considered as being included for informational purposes only. The
estimated current return and long-term return for the Trust will depend on
the interest rates and offering side evaluation of the securities in the
Trust and may vary materially from those of previous trusts. Investors
should contact account executives of the underwriters who will be informed
of the expected effective date of this Trust and who will be supplied with
complete information with respect to such Trust on the day of and
immediately prior to the effectiveness of the registration statement
relating to Units of the Trust.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
PART II
ADDITIONAL INFORMATION NOT INCLUDED IN THE 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 1933:
Smith Barney Inc. 2-55436
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 Inc. 8-8177
III. Charter documents of the Depositors filed as Exhibits to the
Registration Statement on Form S-6 under the Securities Act of 1933
(Charter, By-Laws):
Smith Barney Inc. 33-65332, 33-36037
B. The Internal Revenue Service Employer Identification Numbers of
the Sponsors and Trustee are as follows:
.\"the Sponsors and Co-Trustees are as follows:
Smith Barney Inc. 13-1912900
United States Trust Company of New York, Trustee 13-5459866
II-1
Supplemented final prospectuses from the following Series of Tax Exempt
Securities Trust (all of which are incorporated herein by reference) may be
used as preliminary prospectuses for this Series: Tax Exempt Securities
Trust Series 391 (Reg. No. 33-52731); Tax Exempt Securities Trust Series
392 (Reg. No. 33-52729); Tax Exempt Securities Trust Series 394 (Reg.
No. 33-53697); Tax Exempt Securities Trust, New Jersey Trust 117 (Reg.
No. 33-55025); Tax Exempt Securities Trust, New Jersey Trust 118 (Reg.
No. 33-55357); and Tax Exempt Securities Trust, New Jersey Trust 119 (Reg.
No. 33-55023).
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 public accountants.
The following exhibits:
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 names under the headings "Taxes" and
"Legal Opinion" in the Prospectus.
*4.1 -- Consent of the Evaluator
__________
* To be filed with Amendment to Registration Statement.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE
REGISTRATION STATEMENT 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 3RD DAY OF JANUARY, 1995.
Signatures appear on page II-4.
A majority of the members of the Board of Directors of Smith Barney
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.
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SMITH BARNEY INC.
DEPOSITOR
By the following persons, Powers of Attorney have
who constitute a majority of been filed under the
the Board of Directors of 1933 Act File
Smith Barney Inc.: Numbers: 33-49753
and 33-51607
STEVEN D. BLACK
JAMES BOSHART III
ROBERT A. CASE
JAMES DIMON
ROBERT DRUSKIN
ROBERT F. GREENHILL
JEFFREY LANE
ROBERT H. LESSIN
JACK L. RIVKIN
By GINA LEMON
(As authorized signatory for
Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
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