<PAGE>
File No. 33-89088
811-8972
As filed with the Securities and Exchange Commission
on September 30, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 4
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:
MIDCAP SPDR TRUST SERIES 1
B. Name of Depositor:
PDR SERVICES CORPORATION
C. Complete address of Depositor's principal executive office:
PDR SERVICES CORPORATION
c/o AMERICAN STOCK EXCHANGE, INC.
86 Trinity Place
New York, New York 10006
D. Name and complete address of agent for service:
James F. Duffy
PDR SERVICES CORPORATION
c/o AMERICAN STOCK EXCHANGE, INC.
86 Trinity Place
New York, New York 10006
Copy to:
Kathleen H. Moriarty, Esq.
CARTER, LEDYARD & MILBURN
2 Wall Street
New York, New York 10005
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E. Title and amount of securities being registered:
An indefinite number of units of Beneficial Interest pursuant to Rule
24f-2 under the Investment Company Act of 1940.
F. Proposed maximum aggregate offering price to the public of the
securities being registered:
Indefinite pursuant to Rule 24f-2
G. Amount of filing fee:
In accordance with Rule 24f-2, a fee in the amount of $26,104.52 was
paid on February 28, 1997 in connection with the filing of the Rule
24f-2 Notice for the Trust's most recent fiscal year.
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 on September 30, 1997 at 5:00 p.m., pursuant to
paragraph (b) of Rule 485.
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MIDCAP SPDR TRUST SERIES 1
Cross Reference Sheet
Pursuant to Regulation C
Under the Securities Act of 1933, as amended
(Form N-8B-2 Items required by Instruction 1
as to Prospectus in Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- --------------------
I. Organization and General Information
------------------------------------
1. (a) Name of Trust........................ Prospectus Front Cover
(b) Title of securities issued........... Prospectus Front Cover
2. Name, address and Internal
Revenue Service Employer
Identification Number of
depositor................................ Sponsor
3. Name, address and Internal
Revenue Service Employer
Identification Number of
trustee.................................. Trustee
4. Name, address and Internal
Revenue Service Employer
Identification Number
of principal underwriter................. *
5. State of organization of Trust........... Prospectus Summary - The Trust
6. (a) Dates of execution and
termination of Trust
Agreement............................ Prospectus Summary - The
Trust; Prospectus Summary
- Termination
(b) Dates of execution and
termination of Trust
Agreement............................ Same as set forth in 6(a)
7. Changes of name...................... *
8. Fiscal Year.......................... *
9. Material Litigation.................. *
- ---------------------
*Not applicable, answer negative or not required.
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II. General Description of the Trust
and Securities of the Trust
--------------------------------
10. (a) Registered or bearer
securities........................... Prospectus Summary - The Trust
(b) Cumulative or distributive........... Prospectus Summary -Distributions
(c) Rights of holders as to
withdrawal or redemption............. Prospectus Summary -Redemption;
Redemption of MIDCAP SPDRs;
Administration of the Trust -
Rights of Beneficial Owners
(d) Rights of holders as to
conversion, transfer, etc............ Prospectus Summary -Redemption;
Administration of the Trust -
Register of Ownership and
Transfer; - Rights of Beneficial
Owners; Redemption
(e) Lapses or defaults in
principal payments with
respect to periodic payment
plan certificates.................... *
(f) Voting rights........................ Administration of the Trust -
Voting
(g) Notice to holders as to
change in:
(1) Composition of Trust
assets........................... *
(2) Terms and conditions
of Trust's securities............ Administration of the Trust -
Amendment
(3) Provisions of Trust
Agreement........................ Same as set forth in 10(g)(2)
(4) Identity of depositor
and trustee...................... Resignation, Removal and Liability
- The Trustee; - The Sponsor
- ---------------------
*Not applicable, answer negative or not required.
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(h) Consent of holders
required to change:
(1) Composition of Trust
assets...................... *
(2) Terms and conditions
of Trust's securities....... Administration of the Trust -
Amendment
(3) Provisions of Trust
Agreement................... Same as set forth in 10(h)(2)
(4) Identity of depositor
and trustee................. Resignation, Removal and Liability -
The Sponsor; - The Trustee
(i) Other principal
features of the securities...... Prospectus Summary - The Trust
11. Type of securities
comprising units.................... The Prospectus - Front Cover;
Prospectus Summary -The Trust;
The Portfolio; The S&P 400 Index
12. Certain information regarding
securities comprising periodic
payment certificates................ *
13. (a) Certain information regarding
loads, fees, expenses
and charges..................... Prospectus Summary -Redemption;
Expenses of the Trust; Redemption
of MIDCAP SPDRs
(b) Certain information regarding
periodic payment plan
certificates.................... *
(c) Certain percentages............. Same as set forth in 13(a)
(d) Reasons for certain
differences in prices........... *
(e) Certain other loads, fees, or
charges payable by holders...... *
- ---------------------
*Not applicable, answer negative or not.required.
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(f) Certain profits receivable
by depositor, principal
underwriters, custodian,
trustee or affiliated
persons......................... The Portfolio - Adjustments to the
Portfolio
(g) Ratio of annual charges and
deductions to income............ *
14. Issuance of Trust's securities...... The Trust - Creation of Creation
Units
15. Receipt and handling of
payments from purchasers............ The Trust
16. Acquisition and disposition of
underlying securities............... The Trust - Creation of
Creation Units; The
Portfolio; Administration of
the Trust
17. (a) Withdrawal or redemption by
holders......................... Administration of the Trust
- Rights of Beneficial
Owners; Redemption of MIDCAP
SPDRs
(b) Persons entitled or required
to redeem or repurchase
securities...................... Same as set forth in 17(a)
(c) Cancellation or resale of
repurchased or redeemed
securities...................... Same as set forth in 17(a)
18. (a) Receipt, custody and
disposition of income........... Administration of the Trust
- Distributions to
Beneficial Owners
(b) Reinvestment of distribu-
tions........................... *
(c) Reserves or special funds....... Same as set forth in 18(a)
(d) Schedule of distributions....... *
- ---------------------
*Not applicable, answer negative or not required.
<PAGE>
19. accounts and reports............ The S&P 400 Index; Distribution of
MIDCAP SPDRs; Expenses; Administration
of the Trust - Records; -Distributions
to Beneficial Owners; -Statements to
Beneficial Owners; -Register of
Ownership and Transfe r
20. Certain miscellaneous provi-
sions of Trust Agreement
(a) Amendments.................. Administration of the Trust
- Amendment
(b) Extension or termination.... Administration of the Trust
- Amendment; - Termination
(c) Removal or resignation of
trustee..................... Resignation, Removal and
Liability - The Trustee
(d) Successor trustee........... Same as set forth in 20(c)
(e) Removal or resignation of
depositor................... Resignation, Removal and
Liability - The Sponsor
(f) Successor depositor......... Same as set forth in 20(e)
21. Loans to security holders... *
22. Limitations on liabilities.. Resignation, Removal and
Liability - The Trustee; -The Sponsor
23. Bonding arrangements........ *
24. Other material provisions of
Trust Agreement *
III. Organization, Personnel and
Affiliated Persons of Depositor
-------------------------------
25. Organization of depositor....... Sponsor
26. Fees received by depositor...... *
- ---------------------
*Not applicable, answer negative or not required.
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27. Business of depositor.......... Sponsor
28. Certain information as to
officials and affiliated
persons of depositor........... Sponsor
29. Ownership of voting securities
of depositor................... Sponsor
30. Persons controlling depositor.. *
31. Payments by depositor for
certain services rendered
to Trust....................... *
32. Payments by depositor for
certain other services
rendered to Trust.............. *
33. Remuneration of employees of
depositor for certain
services rendered to Trust..... *
34. Compensation of other persons
for certain services rendered
to Trust....................... *
IV. Distribution and Redemption of Securities
-----------------------------------------
35. Distribution of Trust's
securities in states........... Distribution of MIDCAP SPDRs
36. Suspension of sales of Trust's
securities..................... *
37. Denial or revocation of
authority to distribute........ *
38. (a) Method of distribution. Prospectus Summary -
Underwriting; The Trust -
Creation of Units;
Distribution of Creation
MIDCAP SPDRs
(b) Underwriting agreements.. Prospectus Summary
-Underwriting;
Distribution of MIDCAP
SPDRs
(c) Selling agreements Same as set forth in 38(b)
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*Not applicable, answer negative or not required.
<PAGE>
39. (a) Organization of principal
underwriter..................... Underwriter
(b) NASD membership of
principal underwriter........... Prospectus Summary -Underwriting;
Underwriter
40. Certain fees received by
principal underwriters.............. *
41. (a) Business of principal
underwriters.................... Prospectus Summary -Underwriting;
Underwriter
(b) Branch offices of
principal underwriters.............. *
(c) Salesmen of principal
underwriters........................ *
42. Ownership of Trust's securities
by certain persons.................. *
43. Certain brokerage commissions
received by principal
underwriters........................ *
44. (a) Method of valuation for
determining offering price.......... The Portfolio; Valuation
(b) Schedule as to components of
offering price...................... *
(c) Variation in offering
price to certain persons........ *
45. Suspension of redemption
rights.............................. *
46. (a) Certain information
regarding redemption or
withdrawal valuation............ Valuation; Redemption of MIDCAP
SPDRs
(b) Schedule as to components
of redemption price............. *
- ---------------------
*Not applicable, answer negative or not.required.
<PAGE>
47. Maintenance of position in
underlying securities............... The Trust; The Portfolio;
Distribution of MIDCAP SPDRs;
Valuation; Administration of the
Trust -Distribution to Beneficial
Owners
V. Information Concerning the Trustee or Custodian
-----------------------------------------------
48. Organization and regulation of
trustee............................. Trustee
49. Fees and expenses of trustee........ Expenses of the Trust; Redemptions
of MIDCAP SPDRs
50. Trustee's lien...................... Expenses of the Trust; Redemption
of MIDCAP SPDRs
VI. Information Concerning Insurance of Holders of Securities
---------------------------------------------------------
51. (a) Name and address of
insurance company............ *
(b) Types of policies............ *
(c) Types of risks insured and
excluded..................... *
(d) Coverage..................... *
(e) Beneficiaries................ *
(f) Terms and manner of
cancellation................. *
(g) Method of determining
premiums..................... *
(h) Aggregate premiums paid...... *
(i) Recipients of premiums....... *
(j) Other material provisions
of Trust Agreement relating
to insurance................. *
- ---------------------
*Not applicable, answer negative or not.required.
<PAGE>
VII. Policy of Registrant
--------------------
52. (a) Method of selecting and
eliminating securities from
the Trust....................... The Trust - Creation of
Creation Units; The
Portfolio; Administration
of the Trust
(b) Elimination of securities
from the Trust.................. *
(c)................................. Policy of Trust regarding
substitution and elimina-
tion of securities.............. Same as set forth in
52(a)
(d) Description of any other
fundamental policy of the
Trust........................... *
53. (a) Taxable status of the Trust..... Tax Status of the Trust
(b) Qualification of the Trust
as a regulated investment
company......................... Same as set forth in 53(b)
VIII. Financial and Statistical Information
-------------------------------------
54. Information regarding the
Trust's last ten fiscal years.... *
55. Certain information regarding
periodic payment plan certifi-
cates............................ *
56. Certain information regarding
periodic payment plan certifi-
cates............................ *
57. Certain information regarding
periodic payment plan certifi-
cates............................ *
58. Certain information regarding
periodic payment plan certifi-
cates............................ *
59. Financial statements
(Instruction 1(c) to Form S-6)... *
- ---------------------
*Not applicable, answer negative or not required.
<PAGE>
Undertaking to File Reports
---------------------------
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file
with the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulations of the Commission heretofore or hereafter duly adopted pursuant
to authority conferred in that section.
<PAGE>
PROSPECTUS SUPPLEMENT DATED
SEPTEMBER 30, 1997
----------------
This Prospectus Supplement dated September 30, 1997 modifies the prospectus
for the MidCap SPDR Trust Series 1 (the "Trust") dated April 25, 1997 attached
hereto.
----------------
Effective September 30, 1997, the year end of the Trust will change from a
calendar year ending on each December 31 to a fiscal year ending on each
September 30. Regular quarterly ex-dividend dates and distribution dates will
remain unchanged. Statements will be furnished to Beneficial Owners in the
same manner as that described on pages 55-56 of the prospectus, but henceforth
they will be made available promptly after the end of each fiscal year.
----------------
Effective December 1, 1997, ALPS Mutual Funds Services, Inc. will replace
PDR Distributors, Inc. as the Distributor of the Trust. The Distributor is a
corporation organized under the laws of the State of Colorado and is located
at 370 17th Street, Suite 3100, Denver, CO 80202. The Distributor is a
registered broker-dealer and a member of the National Association of
Securities Dealers, Inc. The Sponsor pays the Distributor for its services a
flat annual fee. The Distributor will undertake all of the duties and
obligations of its predecessor as described in the prospectus.
----------------------------
The prospectus dated April 25, 1997 and contained in Post Effective
Amendment No. 3 to the Registration Statement File No. 33-89088 is herein
incorporated by reference.
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This amendment to the Registration Statement on Form S-6 comprises the following
papers and documents:
The facing sheet.
The cross-reference sheet.
The prospectus.
The undertaking to file reports.
The signatures.
The following exhibits:
1. Amendment dated as of September 1, 1997 and effective September 30, 1997
to the Standard Terms and Conditions of Trust dated as of April 1, 1995
and to the Trust Indenture and Agreement dated April 27, 1995 for
Standard & Poor's MidCap 400 Depositary Receipts ("MidCap SPDR") Trust
between PDR Services Corporation, as Sponsor and The Bank of New York,
as Trustee.
2. Representation of Counsel under Rule 485.
FINANCIAL STATEMENTS
--------------------
1. Statement of Financial Condition of the Trust as shown in the current
Prospectus for this series herewith.
2. Financial Statements of the Depositor:
PDR Services Corporation - Financial Statements, as part of American
Stock Exchange, Inc. Current consolidated financial statements
incorporated by reference to Form 1-A, amendment No. 312 filed on June
27, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, MidCap SPDR Trust Series 1, has duly caused this 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 30th day
of September, 1997.
MIDCAP SPDR TRUST SERIES 1
(Registrant)
By: PDR Services Corporation
(Depositor)
----------------------------
Joseph Stefanelli
President
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed on behalf of PDR
Services Corporation, the Depositor, by the following persons who constitute a
majority of its Board of Directors and by the named persons who are in the
following capacities, in the City of New York and State of New York, on the date
indicated.
PDR SERVICES CORPORATION
Name Title/Office
- ---- ------------
Joseph Stefanelli President* and Director**
Gary L. Gastineau Vice President and Director***
Paul R. Shackford Treasurer and Director****
By:
_____________________________
James F. Duffy
Attorney-In-Fact
- ----------
* Executed copies of the power of attorney were previously filed with the
Securities and Exchange Commission (the "Commission") in connection with
Post-Effective Amendment No.1 to the Registration Statement dated May 20,
1994, as Exhibit No. 3.
** Executed copies of the powers of attorney were previously filed with the
Commission in connection with the Registration Statement on January 22,
1993 as Exhibit No. 9.
*** Executed copy of the power of attorney was previously filed with the
Commission in connection with Post Effective Amendment No. 1 to the
Registration Statement for MidCap SPDR Trust, Series 1 dated January 19,
1996 (File No. 33-89088), as Exhibit No. 4.
**** Executed copy of the power of attorney was previously filed with the
Commission in connection with Post Effective Amendment No. 5 to the
Registration Statement for the SPDR Trust, Series 1 dated April 25, 1997 as
Exhibit No.5.
<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM S-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------
PDR SERVICES CORPORATION
-------------
EXHIBITS
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<PAGE>
EXHIBIT INDEX
EXHIBIT NO. TITLE OF DOCUMENT
- ----------- -----------------
1. Amendment dated as of September 1, 1997 and effective
September 30, 1997 to the Standard Terms and Conditions
of Trust dated as of April 1, 1995 and to the Trust
Indenture and Agreement dated April 27, 1995 for
Standard & Poor's MidCap 400 Depositary Receipts
("MidCap SPDR") Trust between PDR Services Corporation,
as Sponsor and The Bank of New York, as Trustee.
2. Representation of Counsel under Rule 485.
<PAGE>
EXHIBIT 1
AMENDMENT TO
THE STANDARD TERMS AND CONDITIONS OF TRUST
DATED AS OF APRIL 1, 1995
AND TO
THE TRUST INDENTURE AND AGREEMENT
DATED APRIL 27, 1995
FOR
STANDARD & POOR'S MIDCAP 400 DEPOSITARY RECEIPTS
("MIDCAP SPDR") TRUST
BETWEEN
PDR SERVICES CORPORATION, AS SPONSOR,
AND
THE BANK OF NEW YORK, AS TRUSTEE
EFFECTIVE SEPTEMBER 30, 1997
This Amendment (the "Amendment Agreement") dated as of September 1, 1997
and effective September 30, 1997 between PDR Services Corporation as sponsor
(the "Sponsor") and The Bank of New York as trustee (the "Trustee") amends the
document entitled "Standard Terms and Conditions of Trust for Standard &
Poor's MidCap 400 Depositary Receipts ("MidCap SPDR") Trust dated as of April 1,
1995 between PDR Services Corporation, as Sponsor, and The Bank of New York, as
Trustee" (hereinafter called the "Standard Terms") and the document entitled
"Trust Indenture and Agreement dated April 27, 1995 incorporating by reference
Standard Terms and Conditions of Trust for Standard
<PAGE>
& Poor's MidCap 400 Depositary Receipts ("MidCap SPDR") Trust Series 1 dated as
of April 1, 1995," (hereinafter called the "Trust Indenture"), (the Standard
Terms and the Trust Indenture and any and all previous amendments thereto
hereinafter called the "Trust Documents").
WITNESSETH THAT:
WHEREAS, the parties hereto have entered into the Trust Documents to
facilitate the creation of the Standard & Poor's MidCap 400 Depositary Receipts
( MidCap "SPDR") Trust (the "Trust"); and
WHEREAS, the parties hereto desire to amend the Trust Documents as more
fully set forth below;
NOW THEREFORE, in consideration of the premises and of the mutual agreements
contained herein, the Sponsor and the Trustee agree as follows:
1. Section 2G of the Trust Indenture which states that: "The
Trust's taxable year shall be the calendar year ending each
December 31."
shall be deleted in its entirety and the following sentence shall be inserted in
replacement thereof:
"The Trust's taxable year shall be the fiscal year ending each
September 30, commencing with September 30, 1997."
<PAGE>
2. Article I of the Standard Terms which states that the
definition of the term "Distributor" means:
-----------
"PDR Distributors, Inc., a registered broker-dealer, a member
of the National Association of Securities Dealers, Inc. and a
wholly-owned subsidiary of Signature Financial Group, Inc."
shall be amended to add the text set forth below following the word "Inc.":
", any successor corporation thereto and any other corporation
appointed by the Sponsor and the Trust to act as the
Distributor hereunder, provided that such corporation is
identified as the Distributor in the current version of the
Trust prospectus."
3. Section 3.05 of the Standard Terms which states that: "Promptly
after the end of each calendar year, the Trustee shall furnish
to the DTC Participants for distribution to each person who was
a Beneficial Owner of MidCap SPDRs at the end of such calender
year: (1) an annual report of the Trust containing financial
statements; (2) a summary of transactions for the Trust in the
Trust's accounts; (3) a summary of Securities purchased and
sold; (4) amounts distributed to Beneficial Owners expressed in
reasonable detail both as an aggregate dollar amount
<PAGE>
and as a dollar amount per MidCap SPDR; and (5) such other
information as may be required by applicable laws, rules and
regulations."
shall be deleted in its entirety and the following text shall be inserted in
replacement thereof:
"Promptly after the end of each taxable year of the Trust, the
Trustee shall furnish to the DTC Participants for distribution
to each person who was a Beneficial Owner of MidCap SPDRs at
the end of such taxable year: (1) an annual report of the trust
containing financial statements; (2) a summary of transactions
for the Trust in the Trust's accounts; (3) a summary of
Securities purchased and sold; (4) amounts distributed to
Beneficial Owners expressed in reasonable detail both as an
aggregate dollar amount and as a dollar amount per MidCap SPDR;
and (5) such other information as may be required by applicable
laws, rules and regulations.
4. Pursuant to Section 10.01 of the Standard Terms, both parties
to this Amendment Agreement hereby agree that paragraphs (1), (2) and (3) of
this Amendment Agreement are made in regard to matters as will not adversely
affect the interests of Beneficial Owners in compliance with the provisions of
Section 10.01(a) thereof.
<PAGE>
5. Pursuant to Section 10.01, the Trustee agrees that it shall
promptly furnish each DTC Participant with sufficient copies of a written notice
of the substance of the terms of this Amendment Agreement for transmittal by
each such DTC Participant to the Beneficial Owners of the Trust.
6. Except as amended hereby, the Trust Documents now in effect are
in all respects ratified and confirmed hereby and this Amendment Agreement and
all of its provisions shall be deemed to be a part of the Trust Documents.
7. This Amendment Agreement may be simultaneously executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement
to be duly executed as of the date hereof.
PDR SERVICES CORPORATION, as Sponsor
By: _______________________________
Title: President
ATTEST: ____________
TITLE: _____________ THE BANK OF NEW YORK, as Trustee
By:________________________________
Title:
ATTEST: ____________
TITLE: _____________
<PAGE>
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On the __ day of September in the year 1997 before me personally came
Joseph Stefanelli to me known, who, being by me duly sworn, did depose and say
that he is the President of PDR Services Corporation, the corporation described
in and which executed the above instrument; and that he signed his name thereto
by like authority.
________________________
Notary Public
<PAGE>
EXHIBIT 2
REPRESENTATION OF COUNSEL UNDER RULE 485
----------------------------------------
THE SECURITIES AND EXCHANGE COMMISSION
MIDCAP SPDR TRUST, SERIES 1
(File No. 33-89088)
Pursuant to paragraph (b)(4) of Rule 485 of the Securities and
Exchange Commission (17 C.F.R. 230. 485) ("Rule 485"), we hereby represent that
the Registration Statement on Form S-6 under the Securities Act of 1933, as
amended, and Amendment No. 4 to such registration statement (the "Registration
Statement") does not contain disclosures which would render such Registration
Statement ineligible to become effective pursuant to paragraph (b) of Rule 485.
CARTER, LEDYARD & MILBURN
September 30, 1997
New York, New York
