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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of issuer:
PDR Services Corporation
c/0 American Stock Exchange
86 Trinity Place
New York, NY 10006
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2. Name of each series or class of funds for which this notice if filed:
Standard & Poor's MIDCAP 400 Depository Receipts
MIDCAP SPDR Trust, Series 1
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3. Investment Company Act File Number: 811-8972
Securities Act File Number: 33-89088
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4. Last day of fiscal year for which this notice is filed:
12/31/95
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5. Check box if this notice is being filed more than 180 days after the close of
the issuer's fiscal year for purposes of reporting securities sold after the
close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
N/A
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7. Number and amount of securitries of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule 24f-2
in a prior fiscal year, but which remained unsold at the beginning of the
fiscal year:
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
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9. Number and aggregate sale price of securities sold during the fiscal year:
875,000 Units -- $37,030,875.00
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10. Number and aggregate sale price of securites sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
875,000 Units -- $37,030,875.00
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
219 Units -- $9,195.68
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2
(from Item 10): $ 37,030,875.00
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(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 9,195.68
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - -0-
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24f-2 (if applicable): + -0-
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(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable): 37,040,070.68
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(vi) Multiplier presecribed by Section 6(b) of the
Securities Act of 1933 or other applicble law or
regulation (see instruction C.6): x 1/2,900
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(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 12,772.44
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Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and other
Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: 2/29/96
Month Day, Year
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)*
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Jenifer Dicker, Assistant Vice President
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Date February 28, 1996
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*Please print the name and title of the signing officer below the signature.
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[LETTERHEAD OF ORRICK, HERRINGTON & SUTCLIFFE]
February 27, 1996
PDR Services Corporation
c/o American Stock Exchange
86 Trinity Place
New York, New York 10006
Bank of New York
101 Barclay Street
New York, New York 10286
Dear Sirs:
We have served as counsel to the American Stock Exchange and PDR
Services Corporation as Sponsor (the "Sponsor") of MidCap SPDR Trust Series 1
(hereinafter referred to as the "Trust") in connection with the offering of
units of fractional undivided interest in such Trust (hereinafter referred to as
the "MidCap SPDRs").
We have examined instruments, documents, and records which we have
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the following: (a) the
authenticity of original documents and genuineness of all signatures; (b) the
conformity to the originals of all documents submitted to us as copies; and (c)
the truth, accuracy and completeness of the information, representations and
warranties contained in the records, documents, instruments and certificates we
have reviewed.
Based upon the foregoing, we are of the opinion that the MidCap SPDRs
offered by the Sponsor were legally issued and are fully paid and
non-assessable.
We hereby consent to the use of this opinion in connection with the
filing with the Securities and Exchange Commission of a notice pursuant to Rule
24f-2 promulgated under the Investment Act of 1940, as amended.
Very truly yours,
