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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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.
1. Name and address of issuer:
PDR Services Corporation
c/o American Stock Exchange
86 Trinity Place
New York, NY 10006
2. Name of each series or class of funds for which this notice is filed:
Standard & Poor's MIDCAP 400 Depository Receipts
MIDCAP SPDR Trust, Series 1
3. Investment Company Act File Number: 811-8972
Securities Act File Number: 33-89088
4. Last day of fiscal year for which this notice is filed:
12/31/96
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:
/ /
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
7. Number and amount of securities 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:
0
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the fiscal year:
2,775,000 Units -- $133,320,434.75
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
2,775,000 Units -- $133,320,434.75
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):
2,546 Units -- $116,933.40
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): $ 133,320,434.75
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(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item 11,
if applicable): + $116,933.40
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(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $47,292,445.00
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(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to filing
fees pursuant to rule 24e-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): $86,144,923.15
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(vi) Multiplier prescribed by Section
6(b) of the Securities Act of 1933
or other applicable law or
regulation (see Instruction C.6): x 1/3,300
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(vii) Fee due line [line (i) or line (v)
multiplied by line (vi)]: $ 26,104.52
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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.
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:
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)* /s/ Jenifer Dicker
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Jenifer Dicker, Assistant Vice President
Date February 20, 1997
*Please print the name and title of the signing officer below the signature.
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[LETTERHEAD OF ORRICK, HERRINGTON & SUTCLIFFE LLP]
February 27, 1997
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,
/s/ Orrick, Herrington & Sutcliffe LLP
