<PAGE>
Rule 497(b)
Registration Nos. 333-05547
333-03447
333-07839
333-07357
---------------------------------------------------------
TAX EXEMPT
SECURITIES
TRUST
National Trust 220 Florida Trust 75
Minnesota Trust 118 New York Trust 155
- ---------------------- ---------------------------------------------------
18,500 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 consists of separate underlying unit investment
trusts designated as National Trust 220, Florida Trust 75, Minnesota Trust 118
and New York Trust 155 (the "National Trust," the "Florida Trust," the
"Minnesota Trust," and the "New York Trust," respectively) (the "Trusts" or the
"Trust" as the context requires and in the case of a Trust designated by a
state name, the "State Trust" or the "State Trusts," as the context requires).
Each Trust was formed to obtain for its Unit holders tax-exempt interest income
and conservation of capital through investment in a professionally selected,
fixed portfolio of municipal bonds rated at the time of deposit in the category
A or better by Standard & Poor's Ratings Group, a division of McGraw-Hill, Inc.
("Standard & Poor's"), Moody's Investors Service, Inc. ("Moody's"), Fitch
Investors Service, Inc. ("Fitch") or Duff & Phelps Credit Rating Co. ("Duff &
Phelps"). (See "Portfolio of Securities".) Each State Trust comprises 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. 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 July 16, 1996, the Public Offering
Price per Unit (including the sales charge) would have been $1,004.08,
$1,001.87, $1,020.63 and $997.78 for the National Trust, Florida Trust,
Minnesota Trust, and New York Trust respectively. In addition, there will be
added an amount equal to accrued interest commencing on the day after the Date
of Deposit through the date of settlement (normally three business days after
purchase).
THE SPONSOR, although not obligated to do so, intends 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 will be
able to dispose of his Units through redemption, at prices that are also based
upon the aggregate bid price of the underlying bonds. Units can be sold at any
time without fee or penalty.
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".
- --------------------------------------------------------------------------------
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 July 17, 1996
<PAGE>
TAX EXEMPT SECURITIES TRUST
SUMMARY OF ESSENTIAL INFORMATION AS OF JULY 16, 1996 +
SPONSOR RECORD DATES
Smith Barney Inc. The first day of each month,
commencing August 1, 1996
TRUSTEE
DISTRIBUTION DATES
The Chase Manhattan Bank
The fifteenth day of each
month,** commencing August 15,
1996
EVALUATOR
Kenny S & P Evaluation
Services, EVALUATION TIME
a division of J.J. Kenny Co.,
Inc.
As of 1:00 P.M. on the Date of
Deposit. Thereafter, as of
4:00 P.M. New York Time.
DATE OF DEPOSIT AND OF TRUST
AGREEMENT
EVALUATOR'S FEE
July 16, 1996
The Evaluator will receive a
MANDATORY TERMINATION DATE* fee of $.29 per bond per
evaluation. (See Part B,
"Evaluator--Responsibility"
and "Public Offering--Offering
Price".)
Each Trust will terminate on the
date of maturity, redemption,
sale or other disposition of the
last Bond held in the Trust.
SPONSOR'S 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 $2.37, $2.27, $2.34 and $2.33 for
the National Trust, Florida, Trust, Minnesota Trust and New York Trust,
respectively, will be made on August 15, 1996.
*** In addition to this amount, the Sponsor may be reimbursed for bookkeeping
and other administrative expenses not exceeding its actual costs.
A-2
<PAGE>
<TABLE>
<CAPTION>
NATIONAL FLORIDA MINNESOTA NEW YORK
TRUST 220 TRUST 75 TRUST 118 TRUST 155
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Principal Amount of Bonds in
Trust........................ $10,000,000 $2,250,000 $2,250,000 $4,000,000
Number of Units............... 10,000 2,250 2,250 4,000
Principal Amount of Bonds in
Trust per Unit............... $ 1,000 $ 1,000 $ 1,000 $ 1,000
Fractional Undivided Interest
in Trust per Unit............ 1/10,000 1/2,250 1/2,250 1/4,000
Minimum Value of Trust:
Trust Agreement may be Ter-
minated if Principal Amount
is less than............... $ 5,000,000 $1,125,000 $1,125,000 $2,000,000
Calculation of Public Offering
Price per Unit*:
Aggregate Offering Price of
Bonds in Trust............. $ 9,568,858 $2,148,259 $2,188,492 $3,803,521
=========== ========== ========== ==========
Divided by Number of Units.. $ 956.89 $ 954.78 $ 972.66 $ 950.88
Plus: Sales Charge (4.70% of
the Public Offering Price). $ 47.19 $ 47.09 $ 47.97 $ 46.90
----------- ---------- ---------- ----------
Public Offering Price per
Unit....................... $ 1,004.08 $ 1,001.87 $ 1,020.63 $ 997.78
Plus: Accrued Interest*..... $ .94 $ .90 $ .93 $ .93
----------- ---------- ---------- ----------
Total..................... $ 1,005.02 $ 1,002.77 $ 1,021.56 $ 998.71
=========== ========== ========== ==========
Sponsor's Initial Repurchase
Price per Unit (per Unit
Offering
Price of Bonds)*............ $ 956.89 $ 954.78 $ 972.66 $ 950.88
Approximate Redemption Price
per Unit (per Unit Bid
Price of Bonds)**.......... $ 950.89 $ 950.78 $ 968.66 $ 946.88
----------- ---------- ---------- ----------
Difference Between per Unit
Offering and Bid Prices of
Bonds........................ $ 6.00 $ 4.00 $ 4.00 $ 4.00
=========== ========== ========== ==========
Calculation of Estimated Net
Annual Income per Unit:
Estimated Annual Income per
Unit....................... $ 59.56 $ 57.14 $ 58.69 $ 58.52
Less: Estimated Trustee's
Annual Fee***.............. $ 1.43 $ 1.40 $ 1.42 $ 1.42
Less: Organizational Ex-
penses****................. $ .50 $ .50 $ .50 $ .50
Less: Other Estimated Annual
Expenses................... $ .63 $ .64 $ .61 $ .56
----------- ---------- ---------- ----------
Estimated Net Annual Income
per Unit................... $ 57.00 $ 54.60 $ 56.16 $ 56.04
=========== ========== ========== ==========
Calculation of Monthly Income
Distribution per Unit:
Estimated Net Annual Income
per Unit................... $ 57.00 $ 54.60 $ 56.16 $ 56.04
Divided by 12............... $ 4.75 $ 4.55 $ 4.68 $ 4.67
Accrued interest from the day
after the Date of Deposit
to the first record date**. $ 2.37 $ 2.27 $ 2.34 $ 2.33
First distribution per unit... $ 2.37 $ 2.27 $ 2.34 $ 2.33
Daily Rate (360-day basis) of
Income Accrual per Unit...... $ .1583 $ .1516 $ .1560 $ .1556
Estimated Current Return based
on Public Offering
Price*****................... 5.68% 5.45% 5.50% 5.62%
Estimated Long-Term Re-
turn*****.................... 5.66% 5.37% 5.42% 5.67%
</TABLE>
- -------
* Accrued interest will be commencing on the day after the Date of Deposit
through the date of settlement (normally three 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 three 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.")
**** Each Trust (and therefore the investors) will bear all or a portion of
its organizational costs--including costs of preparing the registration
statement, the trust indenture and other closing documents, registering
units with the SEC and the states and the initial audit of the Trust--as
is common for mutual funds. Historically, the Sponsors of unit investment
trusts have paid all the costs of establishing those trusts. Advertising
and selling expenses will be paid by the Underwriters at no cost to a
Trust.
***** 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.
A-3
<PAGE>
PORTFOLIO SUMMARY AS OF DATE OF DEPOSIT
NATIONAL TRUST 220
The Portfolio of the National Trust contains 25 issues of Bonds of issuers
located in 16 States. All of the issues are payable from the income of specific
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: 30.8%; housing facilities: 29.8%; power facilities:
8.1%; pollution control facilities: 6.5%; convention facilities: 7.2%; tax
allocation: 2.4%; educational facilities: 10.1%; correctional facilities: 2.4%;
and lease rental payments: 2.7%. The Trust is considered to be concentrated in
hospital and health care facilities issues and housing facilities issues.+ (See
Part B, "Tax Exempt Securities Trust--Risk Factors" for a brief summary of
additional considerations relating to certain of these issues.) 6.4% of the
Bonds in this Trust are insured as to timely payment of principal and interest
by certain insurance companies (AMBAC, 1.2%; and Connie Lee, 5.2%) (see Part B,
"Tax Exempt Securities Trust--Risk Factors--Insurance"). Twenty-one 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 National Trust is
27.9 years.
As of the Date of Deposit, 77.8% of the Bonds in this Trust are rated by
Standard & Poor's (9.0% rated AAA, 5.1% rated AA and 63.7% rated A); 22.2% are
rated by Moody's (6.4% rated Aa and 15.8% 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.
7.2% of the Bonds in the National Trust were acquired from the Sponsor as
sole underwriter or from an underwriting syndicate in which the Sponsor
participated, or otherwise from the Sponsor's own organization. (See Part B,
"Public Offering--Sponsor's and Underwriters' Profits.")
FLORIDA TRUST 75
The Portfolio of the Florida Trust contains 7 issues of Bonds of issuers
located in the State of Florida. Two of the issues (representing approximately
11.5%* of the Bonds in the Trust) are general obligations of governmental
entities and are backed by the taxing power of those entities. The remaining
issues are payable from the income of specific 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: 23.6%; housing
facilities: 11.8%; power facilities: 18.1%; pollution control facilities:
23.9%; and educational facilities: 11.1%. 27.1% of the Bonds in this Trust are
insured as to timely payment of principal and interest by certain insurance
companies (AMBAC, 27.1%) (see Part B, "Tax Exempt Securities Trust--Risk
Factors--Insurance"). 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 Florida Trust is 28.5 years.
As of the Date of Deposit, 100% of the Bonds in this Trust are rated by
Standard & Poor's (40.9% rated AAA, 11.5% rated AA and 47.6% 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.
None of the Bonds in the Florida Trust were acquired from the Sponsor as sole
underwriter or from an underwriting syndicate in which the Sponsor
participated, or otherwise from the Sponsor's own organization. (See Part B,
"Public Offering--Sponsor's 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>
MINNESOTA TRUST 118
The Portfolio of the Minnesota Trust contains 7 issues of Bonds of issuers
located in the State of Minnesota. All of the issues are payable from the
income of specific 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: 44.4%; housing facilities: 35.4%;
pollution control facilities: 8.9%; and educational facilities: 11.3%. The
Trust is considered to be concentrated in hospital and health care facilities
and housing facilities issues.+ (See Part B, "Tax Exempt Securities Trust--Risk
Factors" for a brief summary of additional considerations relating to certain
of these issues.) 33.5% of the Bonds in this Trust are insured as to timely
payment of principal and interest by certain insurance companies (AMBAC, 33.5%)
(see Part B, "Tax Exempt Securities Trust--Risk Factors--Insurance"). 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 Minnesota Trust is
25.2 years.
As of the Date of Deposit, 68.3% of the Bonds in this Trust are rated by
Standard & Poor's (33.5% rated AAA, 23.9% rated AA and 10.9% rated A); 22.7%
are rated by Moody's (11.3% rated Aa and 11.4% rated A); 9.0% are rated A by
Fitch. 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.
None of the Bonds in the Minnesota Trust were acquired from the Sponsor as
sole underwriter or from an underwriting syndicate in which the Sponsor
participated, or otherwise from the Sponsor's own organization. (See Part B,
"Public Offering--Sponsor's and Underwriters' Profits.")
NEW YORK TRUST 155
The Portfolio of the New York Trust contains 12 issues of Bonds of issuers
located in the State of New York. Two of the issues (representing approximately
12.6%* of the Bonds in the Trust) are general obligations of governmental
entities and are backed by the taxing power of those entities. The remaining
issues are payable from the income of specific 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: 18.3%; housing
facilities: 12.8%; educational facilities: 28.5%; water and sewer facilities:
6.5%; lease rental payments: 12.9%; and correctional facilities: 8.4%. The
Trust is considered to be concentrated in educational facilities issues. +(See
Part B, "Tax Exempt Securities Trust--Risk Factors" for a brief summary of
additional considerations relating to certain of these issues.) Nine 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 New York Trust is
27.9 years.
As of the Date of Deposit, 19.4% of the Bonds in this Trust are rated by
Standard & Poor's (12.9% rated AA and 6.5% rated A); 19.5% are rated by Moody's
(6.6% rated Aa and 12.9% rated A) and 61.1% are rated A by Fitch. 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.
None of the Bonds in the New York Trust were acquired from the Sponsor as
sole underwriter or from an underwriting syndicate in which the Sponsor
participated, or otherwise from the Sponsor's own organization. (See Part B,
"Public Offering--Sponsor's 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
--------------------------------------
NATIONAL FLORIDA MINNESOTA NEW YORK
TRUST 220 TRUST 75 TRUST 118 TRUST 155
--------- -------- --------- ---------
<S> <C> <C> <C> <C>
Smith Barney Inc. ....................... 8,400 2,050 1,850 2,950
388 Greenwich Street
New York, New York 10013
Gruntal & Co. Incorporated............... 250 100 100 100
14 Wall Street
New York, New York 10005
William R. Hough......................... 500 100 -- --
100 Second Avenue
Suite 800
St. Petersburg, Florida 33701
Oppenheimer & Co., Inc. ................. 100 -- -- 250
Oppenheimer Tower
One World Financial Center
New York, New York 10281
Roosevelt & Cross, Inc. ................. 100 -- 100 250
20 Exchange Place
New York, New York 10005
R. Seelaus & Co., Inc.................... 100 -- -- 250
The Atrium at 47 Maple Street
Summit, New Jersey 07901
Pershing/division of DLJ................. 250 -- -- --
1 Pershing Plaza
Jersey City, NJ 07399
Bear, Stearns & Co., Inc. ............... -- -- -- 100
245 Park Avenue
New York, New York 10167
Rauscher Pierce Refsnes, Inc. ........... 100 -- -- --
2711 North Haskell Avenue
Suite 2400
Dallas, Texas 75204
John G. Kinnard & Co., Inc. ............. -- -- 100 --
920 Second Avenue South
Minneapolis, Minnesota 55402
First Miami Securities, Inc. ............ 100 -- -- --
301 Yamato Road
Suite 2100
Boca Raton, Florida 33431
Raymond James & Associates............... 100 -- -- --
880 Carillon Parkway
P.O. Box 12749
St. Petersburg, Florida 33733
Robert W. Baird & Co., Inc. ............. -- -- 100 --
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Samuel A. Ramirez........................ -- -- -- 100
61 Broadway
New York, New York 10008
------ ----- ----- -----
Total.................................... 10,000 2,250 2,250 4,000
====== ===== ===== =====
</TABLE>
A-6
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Sponsor, Trustee and Unit Holders of Tax Exempt Securities Trust,
National Trust 220, Florida Trust 75, Minnesota Trust 118 and New York Trust
155:
We have audited the accompanying statements of financial condition, including
the portfolios of securities, of each of the respective trusts constituting Tax
Exempt Securities Trust, National Trust 220, Florida Trust 75, Minnesota Trust
118 and New York Trust 155 as of July 16, 1996. These financial statements are
the responsibility of the Trustee (see note 6 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 statements of financial condition are
free of material misstatement. An audit of a statement of financial condition
includes examining, on a test basis, evidence supporting the amounts and
disclosures in that statement of financial condition. Our procedures included
confirmation with the Trustee of an irrevocable letter of credit deposited on
July 16, 1996 for the purchase of securities, as shown in the statements of
financial condition and portfolios of securities. An audit of a statement of
financial condition also includes assessing the accounting principles used and
significant estimates made by the Trustee, as well as evaluating the overall
statement of financial condition presentation. We believe that our audits of
the statements of financial condition provide a reasonable basis for our
opinion.
In our opinion, the statements of financial condition referred to above
present fairly, in all material respects, the financial position of each of the
respective trusts constituting Tax Exempt Securities Trust, National Trust 220,
Florida Trust 75, Minnesota Trust 118 and New York Trust 155 as of July 16,
1996, in conformity with generally accepted accounting principles.
KPMG PEAT MARWICK LLP
New York, New York
July 16, 1996
A-7
<PAGE>
TAX EXEMPT SECURITIES TRUST
STATEMENTS OF FINANCIAL CONDITION
AS OF DATE OF DEPOSIT, JULY 16, 1996
<TABLE>
<CAPTION>
TRUST PROPERTY
--------------------------------------------
NATIONAL FLORIDA MINNESOTA NEW YORK
TRUST 220 TRUST 75 TRUST 118 TRUST 155
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Investment in Tax-Exempt Secu-
rities:
Bonds represented by pur-
chase contracts backed by
letter of credit (1)....... $ 9,568,858 $2,148,259 $2,188,492 $3,803,521
Accrued interest through the
Date of Deposit on underlying
bonds (1)(2)................. 137,094 36,650 17,802 34,317
Organizational costs (3).... 25,000 5,625 5,625 10,000
----------- ---------- ---------- ----------
Total..................... $ 9,730,952 $2,190,534 $2,211,919 $3,847,838
=========== ========== ========== ==========
<CAPTION>
LIABILITIES AND INTEREST OF UNIT HOLDERS
--------------------------------------------
<S> <C> <C> <C> <C>
Liabilities:
Accrued interest through the
Date of Deposit on
underlying bonds (1)(2).... $ 137,094 $ 36,650 $ 17,802 $ 34,317
----------- ---------- ---------- ----------
Accrued expenses (3)........ 25,000 5,625 5,625 10,000
----------- ---------- ---------- ----------
Interest of Unit Holders:
Units of fractional undi-
vided interest outstanding
(National Trust 220:
10,000; Florida Trust 75:
2,250; Minnesota Trust 118:
2,250; New York Trust 155:
4,000)
Cost to investors (4)...... 10,040,794 2,254,211 2,296,428 3,991,109
Less--Gross underwriting
commission (5)............ 471,936 105,952 107,936 187,588
----------- ---------- ---------- ----------
Net amount applicable to
investors................. 9,568,858 2,148,259 2,188,492 3,803,521
----------- ---------- ---------- ----------
Total....................... $ 9,730,952 $2,190,534 $2,211,919 $3,847,838
=========== ========== ========== ==========
</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 July 16, 1996, 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 $19,500,000 which was
deposited with the Trustee for the purchase of $18,500,000 principal amount
of Bonds pursuant to contracts to purchase such Bonds at the Sponsor's
aggregate cost of $17,709,130 plus $225,863 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 Sponsor as Unit holder of record on such date, as set
forth in Part B, "Rights of Unit Holders--Distribution of Interest and
Principal."
(3) Organizational costs to be paid by the Trusts have been deferred and will
be amortized over five years.
(4) Aggregate public offering price (exclusive of interest) computed on 10,000,
2,250, 2,250 and 4,000 Units of National Trust, Florida Trust, Minnesota
Trust, and New York Trust, respectively, on the basis set forth in Part B,
"Public Offering--Offering Price."
(5) Sales charge of 4.70% computed on 10,000, 2,250, 2,250 and 4,000 Units of
National Trust, Florida Trust, Minnesota Trust and New York Trust,
respectively, on the basis set forth in Part B, "Public Offering--Offering
Price."
(6) 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."
A-8
<PAGE>
TAX EXEMPT SECURITIES TRUST
NATIONAL TRUST 220--PORTFOLIO OF SECURITIES AS OF JULY 16, 1996
<TABLE>
<CAPTION>
COST OF YIELD ON ANNUAL
REDEMPTION SECURITIES DATE OF INTEREST
AGGREGATE SECURITIES REPRESENTED RATINGS PROVISIONS TO TRUST DEPOSIT INCOME
PRINCIPAL BY PURCHASE CONTRACTS (1) (2) (3)(4) (4) TO TRUST
--------- ------------------------ ------- ---------------- ---------- -------- --------
<C> <C> <S> <C> <C> <C> <C> <C>
1. $250,000 Alaska Housing Finance Aa* 6/1/04 @ 102 $226,830 6.100% $13,500
Corporation, General SF 12/1/19 @ 100
Housing Purpose
Refunding Bonds, 5.40%
Due 12/1/2023
2. 400,000 Alaska Housing Finance Aa1* 12/1/03 @ 102 385,396 6.150 23,600
Corporation, Insured SF 12/1/24 @ 100
Mortgage Program Bonds,
5.90% Due 12/1/2033
3. 500,000 Maricopa County, A 7/1/06 @ 102 510,400 6.250 32,500
Arizona, Industrial SF 7/1/07 @ 100
Development Authority,
Multi Family Housing
Revenue Bonds, Advantage
Point Project, 6.50% Due
7/1/2016
4. 250,000 Industrial Development AAA 5/1/06 @ 103 253,795 6.200 15,937
Authority of the County SF 5/1/17 @ 100
of Mohave, Arizona,
Health Care Revenue
Refunding Bonds, GNMA
Collateralized, Chris
Ridge and Silver Ridge
Village Projects, 6.375%
Due 11/1/2031
5. 750,000 Central California Joint A* 2/1/03 @ 100 625,043 6.300 37,500
Powers, Health Financing SF 2/1/16 @ 100
Authority, Certificates
of Participating,
Community Hospitals of
Central California
Project, 5.00% Due
2/1/2023
6. 250,000 Palmdale Civic A -- 260,760 6.300 16,500
Authority, Los Angeles SF 9/1/25 @ 100
County, California,
Revenue Bonds, Merged
Redevelopment Project
Areas, 6.60% Due
9/1/2034
7. 250,000 Rancho Mirage, A* 4/1/04 @ 102 225,577 6.200 13,750
California, SF 4/1/25 @ 100
Redevelopment Agency,
Redevelopment Plan, Tax
Allocation Refunding
Bonds, 5.50% Due
4/1/2029
8. 755,000 San Bernardino County, A- 8/1/04 @ 102 623,351 6.300 37,750
California, Certificates SF 8/1/25 @ 100
of Participation,
Medical Center Financing
Project, 5.00% Due
8/1/2026
9. 500,000 State of Connecticut A 7/1/01 @ 102 476,035 6.100 28,750
Health and Educational SF 7/1/17 @ 100
Facilities Authority
Revenue Bonds, The Taft
School Issue, 5.75% Due
7/1/2026
10. 145,000 Florida Municipal Power AAA 10/1/03 @ 100 117,060 5.850 6,525
Agency, Stanton II SF 10/1/17 @ 100
Project Refunding
Revenue Bonds, AMBAC
Insured, 4.50% Due
10/1/2027
11. 470,000 Illinois Housing A 3/1/03 @ 102 490,125 6.200 32,195
Development Authority, SF 3/1/08 @ 100
Section 8 Elderly
Housing Revenue Bonds,
Village Center
Development, 6.85% Due
3/1/2020
12. 250,000 Massachusetts Health A 12/1/05 @ 102 227,508 6.150 13,750
Educational Facilities SF 12/1/23 @ 100
Authority Revenue Bonds,
Dana-Farber Cancer
Institute Issue, 5.50%
Due 12/1/2027
13. 500,000 Massachusetts Industrial AAA 7/1/06 @ 102 493,140 6.100 30,000
Finance Agency Revenue SF 7/1/17 @ 100
Bonds, Assumption
College Issue, Connie
Lee Insured, 6.00% Due
7/1/2026
</TABLE>
A-9
<PAGE>
TAX EXEMPT SECURITIES TRUST
NATIONAL TRUST 220--PORTFOLIO OF SECURITIES AS OF JULY 16, 1996
<TABLE>
<CAPTION>
COST OF YIELD ON ANNUAL
REDEMPTION SECURITIES DATE OF INTEREST
AGGREGATE SECURITIES REPRESENTED RATINGS PROVISIONS TO TRUST DEPOSIT INCOME
PRINCIPAL BY PURCHASE CONTRACTS (1) (2) (3)(4) (4) TO TRUST
--------- ------------------------ ------- ----------------- ---------- -------- --------
<C> <C> <S> <C> <C> <C> <C> <C>
14. $ 250,000 City of St. Anthony, AA 7/1/02 @ 102 $ 262,062 6.100% $ 17,188
Minnesota, Housing SF 7/1/08 @ 100
Development Refunding
Revenue Bonds, Autumn
Woods Project, 6.875%
Due 7/1/2022
15. 750,000 State of Missouri, A+ 8/15/03 @ 102 692,527 6.100 41,250
Regional Convention and SF 8/15/18 @ 100
Sports Complex
Authority, Convention
and Sports Facility
Project and Refunding
Bonds, 5.50% Due
8/15/2021
16. 255,000 New Jersey Building AA- 6/15/03 @ 102 226,965 5.900 12,750
Authority, State
Building Revenue Bonds,
5.00% Due 6/15/2018
17. 250,000 New Mexico Hospital A- 6/1/06 @ 102 249,698 6.410 16,000
Equipment Loan Council,
Hospital Revenue Bonds,
Memorial Medical Center
Project, 6.40% Due
6/1/2016
18. 195,000 North Carolina Eastern A* 1/1/03 @ 100 175,662 6.300 10,725
Municipal Power Agency, SF 1/1/19 @ 100
Power System Revenue
Refunding Bonds, 5.50%
Due 1/1/2021
19. 250,000 North Carolina Eastern A* -- 240,540 6.300 15,000
Municipal Power Agency,
Power System Revenue
Refunding Bonds, 6.00%
Due 1/1/2022
20. 250,000 North Carolina Eastern A* -- 240,000 6.300 15,000
Municipal Power Agency,
Power System Revenue
Refunding Bonds, 6.00%
Due 1/1/2026
21. 715,000 The Hospitals and Higher A- 11/15/03 @ 102 723,580 6.450 47,369
Education Facilities SF 11/15/09 @ 100
Authority of
Philadelphia,
Pennsylvania, Hospital
Revenue Bonds, Temple
University Hospital,
6.625% Due 11/15/2023
22. 600,000 The Industrial A 9/1/04 @ 102 617,874 6.100 39,000
Development Board of
Maury County, Tennessee,
Pollution Control
Refunding Revenue Bonds,
Saturn Corporation
Project, 6.50% Due
9/1/2024
23. 750,000 The Health, Educational A 1/1/06 @ 102 758,978 6.450 49,500
and Housing Facility SF 7/1/16 @ 100
Board of the County of
Shelby, Tennessee,
Multifamily Housing
Revenue Bonds, The
Raleigh Forest and
Sherwood Apartments
Projects, 6.60% Due
1/1/2026
24. 250,000 Brazos County, Texas, A- 1/1/04 @ 102 241,043 6.300 15,000
Health Facilities SF 1/1/14 @ 100
Development Corporation,
Franciscan Services
Corporation, Revenue
Refunding Bonds, St.
Joseph Hospital and
Health Center of Bryan,
Texas, 6.00% Due
1/1/2019
25. 215,000 Housing Authority of the A 3/1/05 @ 102 224,909 6.200 14,620
County of King, SF 9/1/15 @ 100
Washington, Pooled
Housing Refunding
Revenue Bonds, 6.80% Due
3/1/2026
----------- ---------- --------
$10,000,000 $9,568,858 $595,659
=========== ========== ========
</TABLE>
The Notes following the Portfolios are an integral part of each Portfolio of
Securities.
A-10
<PAGE>
TAX EXEMPT SECURITIES TRUST
FLORIDA TRUST 75--PORTFOLIO OF SECURITIES AS OF JULY 16, 1996
<TABLE>
<CAPTION>
COST OF YIELD ON ANNUAL
REDEMPTION SECURITIES DATE OF INTEREST
AGGREGATE RATINGS PROVISIONS TO TRUST DEPOSIT INCOME
PRINCIPAL SECURITIES REPRESENTED BY PURCHASE CONTRACTS (1) (2) (3)(4) (4) TO TRUST
--------- -------------------------------------------- ------- ---------------- ---------- -------- ---------
<C> <C> <S> <C> <C> <C> <C> <C>
1. $ 145,000 State of Florida, Full AA 6/1/05 @ 101 $ 123,005 5.900% $ 6,887
Faith and Credit, State SF 6/1/21 @ 100
Board of Education,
Public Education Capital
Outlay Bonds, 4.75% Due
6/1/2022
2. 125,000 State of Florida, Full AA 6/1/05 @ 101 124,565 5.900 7,344
Faith and Credit, State SF 6/1/21 @ 100
Board of Education,
Public Education Capital
Outlay Bonds, 5.875% Due
6/1/2024
3. 480,000 Florida Municipal Power AAA 10/1/03 @ 100 387,509 5.850 21,600
Agency, Stanton 11 SF 10/1/17 @ 100
Project Refunding
Revenue Bonds, AMBAC
Insured, 4.50% Due
10/1/2027
4. 250,000 Housing Finance AAA 7/1/06 @ 102 254,190 6.100 15,750
Authority of Broward SF 1/1/27 @ 100
County, Florida,
Multifamily Housing
Revenue Refunding Bonds,
Tamarac Pointe
Apartments Project, GNMA
Collateralized, 6.30%
Due 1/1/2032
5. 500,000 Citrus County, Florida, A+ 8/1/02 @ 102 514,225 5.900 31,750
Pollution Control
Refunding Revenue Bonds,
Florida Power Plant
Project, 6.35% Due
2/1/2022
6. 250,000 The School Board of Dade AAA 5/1/06 @ 101 237,860 5.850 13,750
County, Florida, SF 5/1/17 @ 100
Certificates of
Participation, AMBAC
Insured, 5.50% Due
5/1/2025
7. 500,000 Palm Beach County, A+ 10/1/03 @ 102 506,905 6.100 31,500
Florida, Health SF 10/1/12 @ 100
Facilities Authority,
Hospital Revenue Bonds,
Good Samaritan Health
Systems, Inc. Project,
6.30% Due 10/1/2022
---------- ---------- ---------
$2,250,000 $2,148,259 $ 128,581
========== ========== =========
</TABLE>
The Notes following the Portfolios are an integral part of each Portfolio of
Securities.
A-11
<PAGE>
TAX EXEMPT SECURITIES TRUST
MINNESOTA TRUST 118--PORTFOLIO OF SECURITIES AS OF JULY 16, 1996
<TABLE>
<CAPTION>
COST OF YIELD ON ANNUAL
REDEMPTION SECURITIES DATE OF INTEREST
AGGREGATE RATINGS PROVISIONS TO TRUST DEPOSIT INCOME
PRINCIPAL SECURITIES REPRESENTED BY PURCHASE CONTRACTS (1) (2) (3)(4) (4) TO TRUST
--------- -------------------------------------------- ------- ---------------- ---------- -------- --------
<C> <C> <S> <C> <C> <C> <C> <C>
1. $ 250,000 Housing and A* 10/1/06 @ 102 $ 249,663 6.110% $ 15,250
Redevelopment Authority SF 10/1/14 @ 100
in and for the City of
Aurora, Minnesota,
Multifamily Housing
Revenue Bonds, Irongate
Apartments Section 8,
Assisted Project, 6.10%
Due 10/1/2019
2. 200,000 City of Bass Brook, A-** 7/1/02 @ 102 196,126 6.150 12,000
Minnesota, SF 7/1/14 @ 100
Collateralized Pollution
Control, Refunding
Revenue Bonds, Minnesota
Power & Light Company
Project, 6.00% Due
7/1/2022
3. 250,000 City of Bemidji, A 9/1/06 @ 102 237,893 6.000 14,062
Minnesota, Hospital SF 9/1/16 @ 100
Facilities First
Mortgage Revenue
Refunding Bonds, North
Country Health Services,
5.625% Due 9/1/2021
4. 300,000 City of Minneapolis, AAA 11/15/03 @ 102 257,463 5.900 14,250
Minnesota, Housing and SF 11/15/14 @ 00
Redevelopment Authority
of the City of Saint
Paul, Minnesota, Health
Care System Revenue
Bonds, HealthSpan, AMBAC
Insured, 4.75% Due
11/15/2018
5. 250,000 Independent School Aa1* 2/1/08 @ 100 246,697 5.850 14,375
District 276, SF 2/1/18 @ 100
Minnetonka, Minnesota,
General Obligation
School Building Bonds,
5.75% Due 2/1/2022
6. 500,000 City of St. Anthony, AA 7/1/02 @ 102 524,125 6.100 34,375
Minnesota, Housing SF 7/1/08 @ 100
Development Refunding
Revenue Bonds, Autumn
Woods Project, 6.875%
Due 7/1/2022
7. 500,000 Housing and AAA 5/15/03 @ 102 476,525 5.900 27,750
Redevelopment Authority SF 5/15/14 @ 100
of
The City of Saint Paul,
Minnesota, Hospital
Facility Revenue Bonds,
St. Paul-Ramsey Medical
Center Project, AMBAC
Insured, 5.55% Due
5/15/2023
---------- ---------- --------
$2,250,000 $2,188,492 $132,062
========== ========== ========
</TABLE>
The Notes following the Portfolios are an integral part of each Portfolio of
Securities.
A-12
<PAGE>
TAX EXEMPT SECURITIES TRUST
NEW YORK TRUST 155--PORTFOLIO OF SECURITIES AS OF JULY 16, 1996
<TABLE>
<CAPTION>
COST OF YIELD ON ANNUAL
REDEMPTION SECURITIES DATE OF INTEREST
AGGREGATE SECURITIES REPRESENTED RATINGS PROVISIONS TO TRUST DEPOSIT INCOME
PRINCIPAL BY PURCHASE CONTRACTS (1) (2) (3)(4) (4) TO TRUST
--------- ------------------------ ------- ---------------- ---------- -------- --------
<C> <C> <S> <C> <C> <C> <C> <C>
1. $ 220,000 The City of New York, A-** 2/15/05 @ 101 $ 222,904 6.450% $ 14,575
General Obligation SF 2/15/20 @ 100
Bonds, 6.625% Due
2/15/2025
2. 270,000 The City of New York, A-** 2/15/05 @ 101 255,895 6.400 16,200
General Obligation SF 2/15/21 @ 100
Bonds, 6.00% Due
2/15/2025
3. 500,000 New York City Housing AA 5/1/03 @ 102 486,215 6.050 29,250
Development Corporation, SF 5/1/14 @ 100
Multi-Family Housing
Revenue Bonds, 5.85% Due
5/1/2026
4. 250,000 New York City, Municipal A- 6/15/05 @ 101 248,265 6.051 15,000
Water Finance Authority, SF 6/15/24 @ 100
Water and Sewer System
Revenue Bonds, 6.00% Due
6/15/2025
5. 500,000 Dormitory Authority of A** 7/1/04 @ 102 499,325 6.260 31,250
the State of New York SF 7/1/20 @ 100
Revenue Bonds,
Department of Education
of the State of New York
Issue, 6.25% Due
7/1/2024
6. 500,000 Dormitory Authority of A** 7/1/06 @ 102 447,025 6.300 27,500
the State of New York, SF 7/1/18 @ 100
Department of Health of
the State of New York,
Revenue Bonds, 5.50% Due
7/1/2025
7. 250,000 Dormitory Authority of Aa* 7/1/05 @ 102 249,823 6.130 15,312
the State of New York SF 7/1/16 @ 100
Revenue Bonds,
Nottingham Retirement
Community, 6.125% Due
7/1/2025
8. 400,000 Dormitory Authority of A** 5/15/04 @ 102 353,636 6.300 21,600
the State of New York, SF 5/15/14 @ 100
State University of
Educational Facilities
Revenue Bonds, 5.40% Due
5/15/2023
9. 250,000 Dormitory Authority of A** 7/1/04 @ 102 232,725 6.250 14,250
the State of New York SF 7/1/15 @ 100
Revenue Bonds, Upstate
Community Colleges,
5.70% Due 7/1/2021
10. 110,000 New York State Urban A** 1/1/03 @ 102 100,473 6.300 6,050
Development Corporation, SF 1/1/14 @ 100
Correctional Facilities
Revenue Bonds, 5.50% Due
1/1/2015
11. 250,000 New York State Urban A** 1/1/04 @ 102 217,465 6.300 13,125
Development Corporation, SF 1/1/17 @ 100
Correctional Capital
Facilities Revenue
Refunding Bonds, 5.25%
Due 1/1/2021
12. 500,000 United Nations A* 7/1/03 @ 102 489,770 6.150 30,000
Development Corporation, SF 7/1/13 @ 100
Refunding Bonds, 6.00%
Due 7/1/2026
---------- ---------- --------
$4,000,000 $3,803,521 $234,112
========== ========== ========
</TABLE>
The Notes following the Portfolios are an integral part of each Portfolio of
Securities.
A-13
<PAGE>
NOTES TO PORTFOLIOS OF SECURITIES
(1)For a description of the meaning of the applicable rating symbols as
published by Standard & Poor's Ratings Group, a division of McGraw-Hill,
Inc., Moody's Investors Service(*) and Fitch Investor Services, Inc.(**),
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 for 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
provision 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 March 5,
1996, through July 16, 1996, with the final settlement date on July 22,
1996. The Profit to the Sponsor on Deposit totals $116,563, $33,212, $29,415
and $49,668 for the National Trust, Florida Trust, Minnesota Trust and New
York 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 National Trust,
Florida Trust, Minnesota Trust and New York Trust on July 16, 1996, was
$9,508,858, $2,139,259, $2,179,492 and $3,787,521, respectively.
A-14
<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
For over 20 years, Tax Exempt Securities Trust has specialized in quality
municipal bond investments designed to meet a variety of investment objectives
and tax situations. Tax Exempt Securities Trust is a convenient and cost
effective alternative to individual bond purchases. 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"), of Smith Barney Inc., as Sponsor, The Chase Manhattan Bank, as
Trustee, and Kenny S&P Evaluation Services, a division of J.J. Kenny Co., 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 Sponsor 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 Sponsor 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
Sponsor 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 Sponsor 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
A tax-exempt unit investment trust provides many of the same benefits as
individual bond purchases, while the Unit holder avoids the complexity of
analyzing, selecting and monitoring a multi-bond portfolio. 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 Sponsor's investment professionals select Bonds for the Trust portfolios
from among the 200,000 municipal bond issues that vary according to bond
purpose, credit quality and years to maturity. 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 (including alternative
minimum 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 regular 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 are rated
A or better by a major bond rating agency, (4) the Bonds were chosen, in part,
on the basis of their respective maturity dates and offer a degree of call
protection, (5) 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 (6) in the opinion of the Sponsor, 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
B-1
<PAGE>
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" for information relating to the
particular Trust. 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.
In the event that any contract for the purchase of any Bond fails, the
Sponsor is 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, Moody's, Fitch, or Duff & Phelps.
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 any of the 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 Sponsor 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 indicated in the "Summary of Essential Information"
in Part A.
RISK FACTORS
Certain Bonds in a Trust may have been purchased by the Sponsor 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 Sponsor 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
SPONSOR 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
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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 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 but not
limited to the level of payments received from private third-party payors and
government programs and the cost of providing health care services.
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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
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.
Certain special revenue obligations (i.e., Medicare or Medicaid revenues) may
be payable subject to appropriations by state legislatures. 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 has engaged in a program of 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 may 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.
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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 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 of 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
to 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.
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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 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 Sponsor 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,
made 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 which
substantially revised the Clean Air Act (the "1990 Amendments"). The 1990
Amendments sought 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") was required to develop limits for
nitrogen oxide emissions by 1993. The sulphur dioxide reduction will be
achieved in two phases. Phase I addressed 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 provided for possible further regulation of toxic
air emissions from electric generating units pending the results of several
federal government studies to be conducted over a three to four year period
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, decommissioning 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.
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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 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 waste 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
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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 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 costs,
deregulation, traffic constraints, the recent recession and other factors. As a
result, several airlines experienced severe financial difficulties. Several
airlines have sought protection from their creditors under Chapter 11 of the
Bankruptcy Code while, other airlines have been liquidated. The Sponsor 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. Furthermore, proposed
Legislation would provide the U.S. Secretary of Transportation with the
temporary authority to freeze airport fees upon the occurrence of disputes
between a particular airport facility and the airlines utilizing that 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 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.
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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 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 BONDS. Certain of the Bonds in the Trust may be general
obligations and/or revenue bonds of issuers located in Puerto Rico which will
be affected by general economic conditions in Puerto Rico. The economy of
Puerto Rico is closely integrated with that of the mainland United States.
During fiscal year 1995, approximately 89% of Puerto Rico's exports were to the
United States mainland, which was also the source of 65% of Puerto Rico's
imports. In fiscal 1995, Puerto Rico experienced a $4.6 billion positive
adjusted trade balance. The economy of Puerto Rico is dominated by the
manufacturing and service sectors. The manufacturing sector has experienced a
basic change over the years as a result of increased emphasis on higher wage,
high technology industries such as pharmaceuticals, electronics, computers,
microprocessors, professional and scientific instruments, and certain high
technology machinery and equipment. The service sector, including finance,
insurance and real estate, wholesale and retail trade, and hotel and related
services, also plays a major role in the economy. It ranks second only to
manufacturing in contribution to the gross domestic product and leads all
sectors in providing employment. In recent years, the service sector has
experienced significant growth in response to and paralleling the expansion of
the manufacturing sector. Since fiscal 1985, personal income, both aggregate
and per capita, has increased consistently in each fiscal year. In fiscal 1995,
aggregate personal income was $27.0 billion ($22.5 billion in 1987 prices) and
personal income per capita was $7,296 ($6,074 in 1987 prices). Personal income
includes transfer payments to individuals in Puerto Rico under various social
programs. Total federal payments to Puerto Rico, which include many types in
addition to federal transfer payments, are lower on a per capita basis in
Puerto Rico than in any state. Transfer payments to individuals in fiscal 1995
were $5.9 billion, of which $4.0 billion, or 67.6%, represent entitlement to
individuals who had previously performed services or made contributions under
programs such as Social Security, Veterans Benefits and Medicare. The number of
persons employed in Puerto Rico during fiscal 1995 averaged 1,051,000, an
increase of 4.0% over fiscal 1994. The unemployment, although at a low level
compared to the late 1970s, remains above the average for the United States. At
fiscal year end June 30, 1994, the unemployment rate in Puerto Rico for fiscal
1995 decreased from 16.0% to 13.8%. The Puerto Rico Planning Board's most
recent gross product forecast for fiscal 1996, made in February 1995, showed an
increase of 2.7%. The Planning Board's Economic Activity Index, a composite
index for thirteen economic indicators, increased 2.7% for the first seven
months of fiscal 1995 compared to the same period of fiscal 1994, which period
showed an increase of 1.7% over the same period of fiscal 1993. During the
first four months of fiscal 1996 the Index increased 1.8% compared to the same
period of fiscal 1995, which period showed an increase of 2.7% over the same
period of fiscal 1994. Growth in the Puerto Rico economy in fiscal 1996 depends
on several factors, including the state of the United States economy and the
relative stability in the price of oil imports, the exchange value of the U.S.
dollar, the level of federal transfers and the cost of borrowing.
INSURANCE. Certain Bonds (the "Insured Bonds") may be insured or guaranteed
by AMBAC Indemnity Corporation ("AMBAC"), Asset Guaranty Reinsurance Company
("Asset Guaranty"), Capital Guaranty Insurance Company ("CGIC"), Capital
Markets Assurance Corp. ("CAPMAC"), Connie Lee Insurance Company ("Connie
Lee"), Financial Guaranty Insurance Company "Financial Guaranty"), Financial
Security Assurance Inc. ("FSA"), or MBIA Insurance Corporation ("MBIA")
(collectively, the "Insurance Companies"). The claims-paying ability of each of
these companies, unless otherwise indicated, is rated AAA by Standard & Poor's
or another acceptable national rating service. The ratings are subject to
change at any time at the discretion of the rating agencies. In determining
whether to insure bonds, the Insurance Companies severally apply their own
standards. The cost of this insurance is borne either by the issuers or
previous owners of the bonds or by the Sponsor. The insurance policies are non-
cancellable and will continue in force so long as the Insured Bonds are
outstanding and the insurers remain in business. The insurance policies
guarantee the timely payment of principal and interest on but do not guarantee
the market value of the Insured Bonds or the value of the Units. The insurance
policies generally do not provide for accelerated payments of principal or,
except in the case of any portfolio insurance policies, cover redemptions
resulting from events of taxability. If the issuer of any Insured Bond should
fail to make an interest or principal payment, the insurance policies generally
provide that the Trustee or its agent shall give notice of nonpayment to the
Insurance Company or its agent and provide evidence of the Trustee's right to
receive payment. The Insurance Company is then required to disburse the amount
of the failed payment to the Trustee or its agent and is thereafter subrogated
to the Trustee's right to receive payment from the issuer.
The following are brief descriptions of certain of the insurance companies
that may insure or guarantee certain Bonds. The financial information presented
for each company has been determined on a statutory basis and is unaudited.
AMBAC is a Wisconsin-domiciled stock insurance company, regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin, and licensed
to do business in 50 states, the District of Columbia and the Commonwealth of
Puerto Rico, with admitted assets of approximately $2,440,000,000 (unaudited)
and statutory capital of approximately $1,387,000,000 (unaudited) as of March
31, 1996. Statutory capital consists of AMBAC's policyholders' surplus and
statutory contingency reserve. AMBAC is a wholly owned subsidiary of AMBAC
Inc., a 100% publicly-held company. Moody's, Standard & Poor's and Fitch have
each assigned a triple-A claims-paying ability rating to AMBAC.
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AMBAC has obtained a ruling from the Internal Revenue Service to the effect
that the insuring of an obligation by AMBAC will not affect the treatment for
federal income tax purposes of interest on such obligation and that insurance
proceeds representing maturing interest paid by AMBAC under policy provisions
substantially identical to those contained in its municipal bond insurance
policy shall be treated for federal income tax purposes in the same manner as
if such payments were made by the issuer of the Bonds.
Asset Guaranty is a New York State insurance company licensed to write
financial guarantee, credit, residual value and surety insurance. Asset
Guaranty commenced operations in mid-1988 by providing reinsurance to several
major monoline insurers. Asset Guaranty also issued limited amounts of primary
financial guaranty insurance, but not in direct competition with the primary
mono-line companies for which it acts as a reinsurer. The parent holding
company of Asset Guaranty, Asset Guarantee Inc. (AGI), merged with Enhance
Financial Services (EFS) in June, 1990 to form Enhance Financial Services Group
Inc. (EFSG). The two main, 100%-owned subsidiaries of EFSG, Asset Guaranty and
Enhance Reinsurance Company (ERC), share common management and physical
resources. As of April 30, 1996 EFSG is 55.3% owned by the public, 30.2% by
U.S. WEST Inc., 8.9% by senior management and 5.6% by Swiss Reinsurance
Company. Both ERC and Asset Guaranty are rated "AAA" for claims paying ability
by Duff & Phelps. ERC is rated triple-A for claims-paying ability by both S&P
and Moody's. Asset Guaranty received a "AA" claims-paying-ability rating from
Standard & Poor's during August 1993, but remains unrated by Moody's. As of
March 31, 1996 Asset Guaranty had admitted assets of approximately $187,000,000
and policyholders' surplus of approximately $82,000,000.
CAPMAC commenced operations in December, 1987 as the second monoline
financial guaranty insurance company (after FSA) organized solely to insure
non-municipal obligations. CAPMAC, a New York corporation, is a wholly-owned
subsidiary of CAPMAC Holdings, Inc. (CHI), which was sold in 1992 by Citibank
(New York State) to a group of 12 investors led by the following: Dillon Read's
Saratoga Partners II; L.P. (Saratoga), an acquisition fund; Caprock Management,
Inc., representing Rockefeller family interests; Citigrowth Fund, a Citicorp
venture capital group; and CAPMAC senior management and staff. These groups
control approximately 70% of the stock of CHI. CAPMAC had traditionally
specialized in guaranteeing consumer loan and trade receivable asset-backed
securities. Under the new ownership group CAPMAC intends to become involved in
the municipal bond insurance business, as well as their traditional non-
municipal business. As of March 31, 1995 CAPMAC's admitted assets were
approximately $210,000,000 and its policyholders' surplus was approximately
$138,000,000.
FSA is a monoline insurance company incorporated on March 16, 1984 under the
laws of the State of New York and is licensed, directly or through its
subsidiaries, to engage in the financial guaranty insurance business in all 50
states, the District of Columbia and Puerto Rico.
FSA is a wholly owned subsidiary of Financial Security Assurance Holdings
Ltd. ("Holdings"), a New York Stock Exchange listed company. Holdings is owned
approximately 51% by US WEST Capital Corporation ("US WEST"), 8% by Fund
American Enterprises Holdings, Inc. ("Fund American"), and 6% by The Tokio
Marine and Fire Insurance Co., Ltd. ("Tokio Marine"). US WEST is a subsidiary
of US WEST, Inc., which operates businesses involved in communications, data
solutions, marketing services and capital assets, including the provision of
telephone services in 14 states in the western and midwestern United States.
Fund American is a financial services holding company whose principal operating
subsidiary is one of the nation's largest mortgage servicers. Tokio marine is a
major Japanese property and casualty insurance company. US WEST has announced
its intention to dispose of its remaining interest in Holdings as part of its
strategic plan to withdraw from businesses not directly involved in
telecommunications. Fund American has certain rights to acquire and vote
additional shares of Holdings from US WEST and Holdings. No shareholder of
Holdings is obligated to pay any debt of FSA or any claim under any insurance
policy issued by FSA or to make any additional contribution to the capital of
FSA.
On December 20, 1995, Capital Guaranty Corporation ("CGC") merged with a
subsidiary of Holdings, and CGIC, CGC's principal operating subsidiary, became
a wholly owned subsidiary of FSA. CGIC was a financial guaranty insurer of
municipal bonds in the domestic market.
Pursuant to an intercompany agreement, liabilities on financial guaranty
insurance written by FSA or any of its subsidiaries are reinsured among such
companies on an agreed upon percentage substantially proportional to their
respective capital, surplus and reserves, subject to applicable statutory risk
limitations. In addition, FSA reinsures a portion of its liabilities under
certain of its financial guaranty insurance policies with other reinsurers
under various quota-share treaties and on a transaction-by-transaction basis.
Such reinsurance is utilized by FSA as a risk management device and to comply
with certain statutory and rating agency requirements; it does not alter or
limit FSA's obligations under any financial guaranty insurance policy. As of
December 31, 1995, total shareholder equity of FSA and its wholly-owned
subsidiaries was (unaudited) $789,986,000 and total unearned premium reserves
was (unaudited) $330,349,000.
Connie Lee, a stock insurance company incorporated in Wisconsin, is a wholly-
owned subsidiary of College Construction Loan Insurance Association, a
stockholder-owned District of Columbia insurance holding company whose creation
was authorized by the 1986 amendments to the Higher Education Act. The United
States Department of Education and Student Loan Marketing Association are
founding shareholders of College Construction Loan Insurance Association. As a
federally authorized company, Connie Lee's structure and operational
authorities are subject to revisions by amendments to the Higher Education Act
or other federal enactments. CONNIE LEE
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IS NOT AN AGENCY OR INSTRUMENTALITY OF THE UNITED STATES GOVERNMENT, ALTHOUGH
THE UNITED STATES GOVERNMENT IS A STOCKHOLDER OF COLLEGE CONSTRUCTION LOAN
INSURANCE ASSOCIATION. THE OBLIGATIONS OF CONNIE LEE ARE NOT OBLIGATIONS OF THE
UNITED STATES GOVERNMENT. As of March 31, 1996, its total admitted assets were
approximately $215,702,727 and policyholders' surplus was approximately
$111,462,158.
Financial Guaranty, a New York stock insurance company, is a wholly-owned
subsidiary of FGIC Corporation ("FGIC") which is wholly-owned by General
Electric Capital Corporation ("GECC"). Neither FGIC nor GECC are not obligated
to pay the debts of or the claims against Financial Guaranty. Financial
Guaranty commenced its business of providing insurance and financial guarantees
for a variety of investment instruments in January 1984 and is currently
authorized to provide insurance in 50 states and the District of Columbia. It
files reports with state regulatory agencies and is subject to audit and review
by those authorities. As of March 31, 1996, its total admitted assets were
approximately $2,314,000,000 and its policyholders' surplus was approximately
$1,032,675,000.
MBIA is the principal operating subsidiary of MBIA Inc. The principal
shareholders of MBIA Inc. were originally Aetna Casualty and Surety Company,
The Fund American Companies, Inc., subsidiaries of CIGNA Corporation and Credit
Local de France, CAECL, S.A. These principal shareholders now own approximately
13% of the outstanding common stock of MBIA Inc., following a series of four
public equity offerings over a five-year period. As of March 31, 1996, MBIA had
admitted assets of approximately $4,000,000,000 and policyholders' surplus of
approximately $1,300,000,000.
Insurance companies are subject to regulation and supervision in the
jurisdictions in which they do business under statutes which delegate
regulatory, supervisory and administrative powers to state insurance
commissioners. This regulation, supervision and administration relate, among
other things, to: the standards of solvency which must be met and maintained;
the licensing of insurers and their agents; the nature of and limitations on
investments; deposits of securities for the benefit of policyholders; approval
of policy forms and premium rates; periodic examinations of the affairs of
insurance companies; annual and other reports required to be filed on the
financial condition of insurers or for other purposes; and requirements
regarding reserves for unearned premiums, losses and other matters. Regulatory
agencies require that premium rates not be excessive, inadequate or unfairly
discriminatory. Insurance regulation in many states also includes "assigned
risk" plans, reinsurance facilities, and joint underwriting associations, under
which all insurers writing particular lines of insurance within the
jurisdiction must accept, for one or more of those lines, risks unable to
secure coverage in voluntary markets. A significant portion of the assets of
insurance companies is required by law to be held in reserve against potential
claims on policies and is not available to general creditors.
Although the Federal government does not regulate the business of insurance,
Federal initiatives can significantly impact the insurance business. Current
and proposed Federal measures which may significantly affect the insurance
business include pension regulation (ERISA), controls on medical care costs,
minimum standards for no-fault automobile insurance, national health insurance,
personal privacy protection, tax law changes affecting life insurance companies
or the relative desirability of various personal investment vehicles and repeal
of the current antitrust exemption for the insurance business. (If this
exemption is eliminated, it will substantially affect the way premium rates are
set by all property-liability insurers.) In addition, the Federal government
operates in some cases as a co-insurer with the private sector insurance
companies.
Insurance companies are also affected by a variety of state and Federal
regulatory measures and judicial decisions that define and extend the risks and
benefits for which insurance is sought and provided. These include judicial
redefinitions of risk exposure in areas such as products liability and state
and Federal extension and protection of employee benefits, including pension,
workers' compensation, and disability benefits. These developments may result
in short-term adverse effects on the profitability of various lines of
insurance. Longer-term adverse effects can often be minimized through prompt
repricing of coverages and revision of policy terms. In some instances, these
developments may create new opportunities for business growth. All insurance
companies write policies and set premiums based on actuarial assumptions about
mortality, injury, the occurrence of accidents and other insured events. These
assumptions, while well supported by past experience, necessarily do not take
account of future events. The occurrence in the future of unforeseen
circumstances could affect the financial condition of one or more insurance
companies. The insurance business is highly competitive and with the
deregulation of financial service businesses, it should become more
competitive. In addition, insurance companies may expand into non-traditional
lines of business which may involve different types of risks.
The above financial information relating to the Insurance Companies has been
obtained from publicly available information. No representation is made as to
the accuracy or adequacy of the information or as to the absence of material
adverse changes since the information was made available to the public.
LITIGATION AND LEGISLATION. To the best knowledge of the Sponsor, 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
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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 Sponsor is 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 is 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.
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 Sponsor, 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 Battle Fowler LLP, special counsel for the Sponsor, 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".
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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 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 amortization 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 foregoing 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.
* * * * *
B-13
<PAGE>
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
Sponsor believes 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 Sponsor nor Battle
Fowler LLP 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 to 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 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 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
All or some portion of the expenses incurred in establishing each Trust,
including the cost of the initial preparation of documents relating to a Trust,
Federal and State registration fees, the initial fees and expenses of the
Trustee, legal expenses and any other out-of-pocket expenses will be paid by
the Trust, and amortized over five years. Any balance of the expenses incurred
in establishing a Trust, as well as advertising and selling expenses and other
out-of-pocket expenses will be paid at no cost to the Trusts.
TRUSTEE'S, SPONSOR'S 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.
There are no management fees and the Sponsor earns only a nominal Portfolio
Supervision fee (the "Supervision Fee"), which is earned for Portfolio
supervisory services. This fee 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 Sponsor receives 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 Sponsor
may also be reimbursed for bookkeeping and other administrative services
provided to the Trust in amounts not exceeding their costs of providing these
services.
B-14
<PAGE>
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 Sponsor.
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 Sponsor maintains 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 Sponsor, 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.
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% of the Public Offering Price (5.263% of the
aggregate bid price of the Bonds per Unit). 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 the Trusts will be reduced as follows:
<TABLE>
<CAPTION>
STATE TRUSTS
------------
PERCENT OF PERCENT OF
PUBLIC NET AMOUNT DEALER
UNITS PURCHASED+ OFFERING PRICE INVESTED CONCESSION
- ---------------- -------------- ---------- --------------
<S> <C> <C> <C>
1- 99.............................. 4.70% 4.932% $33.00
100-249.............................. 4.25% 4.439% $32.00
250-499.............................. 4.00% 4.167% $30.00
500-999.............................. 3.50% 3.627% $25.00
1,000 or more.......................... 3.00% 3.093% $20.00
<CAPTION>
NATIONAL TRUST
--------------
DEALER
CONCESSION
PERCENT OF PERCENT OF AS PERCENT OF
PUBLIC NET AMOUNT PUBLIC
UNITS PURCHASED+ OFFERING PRICE INVESTED OFFERING PRICE
- ---------------- -------------- ---------- --------------
<S> <C> <C> <C>
1- 99................................ 4.70% 4.932% 3.29%
100-249................................ 4.25% 4.439% 2.97
250-499................................ 4.00% 4.167% 2.80
500-999................................ 3.50% 3.627% 2.45
1,000 or more.......................... 3.00% 3.093% 2.10
</TABLE>
The Sponsor may at any time change the amount by which the sales charge is
reduced, or discontinue the discount completely.
- -------
+ 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.
B-15
<PAGE>
Pursuant to employee benefit plans, Units of a Trust are available to
employees of the Sponsor and its subsidiaries, affiliates and employee-related
discounts, 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 Sponsor
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 Sponsor repurchases and sells 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 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 Sponsor 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 Sponsor 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 Sponsor's intention to qualify Units of a Trust for sale through
the Underwriters and dealers who are members of the National Association of
Securities Dealers, Inc. Units of a State Trust will be offered for sale only
in the State for which the Trust is named, except that Units of a New York
Trust will also be offered for sale to residents of the State of Connecticut,
the State of Florida and the Commonwealth of Puerto Rico. 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 Sponsor reserves 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 Sponsor reserves
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.
- -------
* Current offering or bid prices of the Deposited Units, if any, are based on
prevailing weekly evaluations of the obligations underlying such Deposited
Units.
B-16
<PAGE>
MARKET FOR UNITS
Following the initial public offering period the Sponsor, although not
obligated to do so, presently intends 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
Sponsor 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 Sponsor 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 Sponsor reserves
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. If the proceeds from the Units being surrendered are less than the
cost of a whole number of units being acquired, the exchanging Holder will be
permitted to add cash in an amount to round up to the next highest number of
whole units.
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 four units in the Exchange Trust for a
total cost of $3,620 ($3,520 for the units and $100 for the sales charge).
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 the Sponsor 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 the Sponsor has arranged for different
reinvestment alternatives, Unit holders should contact the Sponsor 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.
SPONSOR'S 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 Sponsor receives 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 Sponsor 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
B-17
<PAGE>
offering price of the underlying Bonds on the Date of Deposit) and the purchase
price of such Bonds to the Sponsor (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 Sponsor). (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 Sponsor. The 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 Sponsor prior to the anticipated first
settlement date for the purchase of Units may be used in the Sponsor's
businesses to the extent permitted by applicable regulations and may be of use
to the Sponsor.
In maintaining a market for the Units of a Trust (see "Public Offering--
Market for Units"), the Sponsor 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 Sponsor. Certificates are transferable by
presentation and surrender to the Trustee properly endorsed or accompanied by a
written instrument or instruments of transfer.
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 Unit
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 $5.00 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
B-18
<PAGE>
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 The Chase Manhattan Bank (National
Association) 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 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 Sponsor as the holder of record of all Units on the
first settlement date for the Units. Consequently, when the Sponsor sells 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 through the date of settlement of the
investor's purchase (normally three 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 Sponsor, and the report of such auditors
shall be furnished by the Trustee to Unit holders upon request.
B-19
<PAGE>
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 Sponsor 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 to the purchase by the Sponsor of Units tendered
to the Trustee for redemption at prices in excess of the Redemption Price, see
"Redemption of Units--Purchase by the Sponsor 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 SPONSOR OF UNITS TENDERED FOR REDEMPTION--The Trust Agreement
requires that the Trustee notify the Sponsor of any tender of Units for
redemption. So long as the Sponsor maintains a bid in the secondary market, the
Sponsor, 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 Sponsor 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 Sponsor which
B-20
<PAGE>
likewise will bear any loss resulting from a lower offering or redemption price
subsequent to their acquisition of such Units. (See "Public Offering--Sponsor's
and Underwriters' Profits.")
SPONSOR
Smith Barney Inc., 388 Greenwich Street, New York, New York 10013 ("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.
Smith Barney or an affiliate is investment adviser, principal underwriter or
distributor of 60 open-end investment companies and investment manager of 12
closed-end investment companies. Smith Barney also sponsors all Series of
Corporate Securities Trust, Government Securities Trust, Harris, Upham Tax-
Exempt Fund and Tax Exempt Securities Trust, and acts as sponsor of most Series
of Defined Assets Funds. The Sponsor has acted previously as managing
underwriter 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 Sponsor also executes orders for the purchase and
sale of securities of investment companies and sells securities to such
companies in its capacity as broker or dealer in securities.
LIMITATIONS ON LIABILITY
The Sponsor is liable for the performance of its obligations arising from its
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 its
obligations and duties. (See "Sponsor--Responsibility" below.)
RESPONSIBILITY
Although the Trusts are not actively managed as mutual funds are, the
portfolios are reviewed periodically on a regular cycle. The Sponsor is
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 Sponsor, may be detrimental to the interests of the Unit
holders.
The Sponsor intends to provide Portfolio supervisory 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 Sponsor 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 Sponsor may instruct the Trustee to accept such an offer
or to take any other action with respect thereto as the Sponsor may deem proper
if the issuer is in default with respect to such Bonds or in the judgment of
the Sponsor 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.
RESIGNATION
If the Sponsor resigns or otherwise fails or becomes unable to perform its
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.
B-21
<PAGE>
TRUSTEE
The Trustee is The Chase Manhattan Bank, a national banking association with
its principal executive office located at 1 Chase Manhattan Plaza, New York,
New York 10081 and its unit investment trust office at 770 Broadway, New York,
New York 10003. The Trustee is subject to supervision 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",
"Sponsor--Resignation" and "Other Charges."
RESIGNATION
By executing an instrument in writing and filing the same with the Sponsor,
the Trustee and any successor may resign. In such an event the Sponsor is
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 Sponsor 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 J.J. Kenny Co.,
Inc., with main offices located at 65 Broadway, New York, New York 10006.
LIMITATIONS ON LIABILITY
The Trustee, Sponsor 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
Sponsor, 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 Sponsor. 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 Sponsor
and the Trustee, and in such event, the Sponsor and the Trustee are to use
their best efforts to appoint a satisfactory successor. Such resignation or
removal shall become effective 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.
B-22
<PAGE>
AMENDMENT AND TERMINATION OF THE TRUST AGREEMENT
AMENDMENT
The Sponsor 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 Sponsor, 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 Battle Fowler LLP, 75 East
55th Street, New York, New York 10022, as special counsel for the Sponsor.
AUDITORS
The statements of financial condition and the portfolios of securities
included in this Prospectus have been audited by KPMG Peat Marwick LLP,
independent auditors, as indicated in their report with respect thereto, and is
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.
STANDARD & POOR'S
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.
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
- -------
+As described by the rating agencies.
B-23
<PAGE>
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 effects 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
A brief description of the applicable Moody'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.
FITCH
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.
B-24
<PAGE>
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.
DUFF & PHELPS
AAA--Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.
AA--High credit quality. Protection factors are strong. Risk is modest but
may vary slightly from time to time because of economic conditions.
A--Protection factors are average but adequate. However, risk factors are
more variable and greater in periods of economic stress.
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 taxable income resulting from a
switch from taxable to tax-exempt securities or vice versa. The table reflects
projected Federal income tax rates and the tax brackets for the 1996 taxable
year. 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.
1996 TAX YEAR
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TAXABLE INCOME BRACKET TAX EXEMPT YIELD
FEDERAL
JOINT RETURN SINGLE RETURN TAX RATE 4.00% 4.50% 5.00% 5.50% 6.00% 6.50%
TAXABLE EQUIVALENT YIELD
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0-
40,100 $ 0- 24,000 15.00% 4.71% 5.29% 5.88% 6.47% 7.06% 7.65%
$ 40,101-
96,900 $ 24,001- 58,150 28.00% 5.56 6.25 6.94 7.64 8.33 9.03
$ 96,901-
117,950 $ 58,151-117,950 31.00% 5.80 6.52 7.25 7.97 8.70 9.42
$117,951-
147,700 $117,951-121,300 31.93% 5.88 6.61 7.35 8.08 8.81 9.55
$147,701-
263,750 $121,301-263,750 37.08% 6.36 7.15 7.95 8.74 9.54 10.33
OVER
$263,750 OVER $263,750 40.79% 6.76 7.60 8.44 9.29 10.13 10.98
- -----------------------------------------------------------------------------------------
</TABLE>
Note: This table reflects the following:
1 Taxable income, as reflected in the above table, equals Federal adjusted
gross income (AGI), less personal exemptions and itemized deductions.
However, certain itemized deductions are reduced by the lesser of (i)
three percent of the amount of the taxpayer's AGI over $117,950, or (ii)
80 percent of the amount of such itemized deductions otherwise allowable.
The effect of the three percent phase out on all itemized deductions and
not just those deductions subject to the phase out is reflected above in
the combined Federal and state tax rates through the use of higher
effective Federal tax rates. In addition, the effect of the 80 percent
cap on overall itemized deductions is not reflected on this table.
Federal income tax rules also provide that personal exemptions are phased
out at a rate of two percent for each $2,550 (or fraction thereof) of AGI
in excess of $176,950 for married taxpayers filing a joint tax return and
$117,950 for single taxpayers. The effect of the phase out of personal
exemptions is not reflected in the above table.
2 Interest earned on municipal obligations may be subject to the federal
alternative minimum tax. This provision is not incorporated into the
table.
3 The taxable equivalent yield table does not incorporate the effect of
graduated rate structures in determining yields. Instead, the tax rates
used are the highest marginal tax rates applicable to the income levels
indicated within each bracket.
4 Interest earned on all municipal obligations may cause certain investors
to be subject to tax on a portion of their Social Security and/or
railroad retirement benefits. The effect of this provision is not
included in the above table.
PERFORMANCE INFORMATION
Sales material may compare tax-equivalent yields of long-term municipal bonds
to long-term U.S. Treasury bonds and to the Bond Buyer Revenue Bond Index. Such
information is based on past performance and is not indicative of future
results. Yields on taxable investment are generally higher than those of tax-
exempt securities of comparable maturity. While income from municipal bonds is
exempt from federal income taxes, income from Treasuries is exempt from state
and local taxes. Since Treasuries are considered to have the highest possible
credit quality, the difference in yields is somewhat narrower than if compared
to corporate bonds with similar ratings and maturities.
B-25
<PAGE>
PROSPECTUS--PART C:
- --------------------------------------------------------------------------------
NOTE: PART C OF THIS PROSPECTUS MAY NOT BE DISTRIBUTED UNLESS ACCOMPANIED BY
PARTS A AND B.
- --------------------------------------------------------------------------------
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 Sponsor believes
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 Sponsor has not independently verified this information,
it has 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.
FLORIDA TRUST
RISK FACTORS --
POPULATION
In 1980, Florida was the seventh most populous state in the U.S. The State
has grown dramatically since then and as of April 1, 1995, ranks fourth with an
estimated population of 14.1 million. Florida's attraction, as both a growth
and retirement state, has kept net migration fairly steady with an average of
235,600 new residents a year from 1985 through 1994. The U.S. average
population increase since 1984 is about 1% annually, while Florida's average
annual rate of increase is about 2.3%. Florida continues to be the fastest
growing of the eleven largest states. This strong population growth is one
reason the State's economy is performing better than the nation as a whole. In
addition to attracting senior citizens to Florida as a place for retirement,
the State is also recognized as attracting a significant number of working age
individuals. Since 1985, the prime working age population (18-44) has grown at
an average annual rate of 2.2%. The share of Florida's total working age
population (18-59) to total State population is approximately 54%. This share
is not expected to change appreciably into the twenty-first century.
INCOME
The State's personal income has been growing strongly the last several years
and has generally out performed both the U.S. as a whole and the southeast in
particular, according to the U.S. Department of Commerce and the Florida
Consensus Economic Estimating Conference. This is because Florida's population
has been growing at a very strong pace and, since the early 70's, the State's
economy has diversified so as to provide a broader economic base. As a result,
Florida's real per capita personal income has tracked closely with the national
average and has tracked above the southeast. From 1985 through 1994, the
State's real per capita income rose an average 5.1% a year, while the national
real per capita income increased at an average 5.0%.
Because Florida has a proportionately greater retirement age population,
property income (dividends, interest, and rent) and transfer payments (Social
Security and pension benefits, among other sources of income) are relatively
more important sources of income. For example, Florida's total wages and
salaries and other labor income in 1994 was 61.5% of total personal income,
while a similar figure for the nation for 1990 was 72.6%. Transfer payments are
typically less sensitive to the business cycle than employment income and,
therefore, act as stabilizing forces in weak economic periods.
The State's per capita personal income in 1994 of $21,677 was slightly below
the national average of $21,809 and significantly ahead of that for the
southeast United States, which was $19,649. Real personal income in the State
is estimated to increase 4.6% in 1995-96 and 3.8% in 1996-97. Real personal
income per capita in the State is projected to grow at 4.7% in 1995-96 and 3.8%
in 1996-97. The Florida economy appears to be performing in line with the U.S
economy and is expected to experience steady if unspectacular growth.
EMPLOYMENT
Since 1985, the State's population has increased an estimated 26.1%. In that
same period, Florida's total non-farm employment has increased by over 36%.
Since 1985, the job creation rate in the State is almost twice that of the
nation as a whole.
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Contributing to this is State's rapid rate of growth in employment and income
is international trade. Changes to its economy have also contributed to the
State's strong performance. The State is now less dependent on employment from
construction, construction related manufacturing, and resource based
manufacturing, which have declined as a proportion of total State employment.
The State's private sector employment is 86.4% of total non-farm employment.
While the southeast and the nation have a greater proportion of manufacturing
jobs, which tend to pay higher wages, service jobs tend to be less sensitive to
swings in the business cycle. The State has a concentration of manufacturing
jobs in high-tech and high value-added sectors, such as electrical and
electronic equipment, as well as printing and publishing. These type of
manufacturing jobs tend to be less cyclical. The State's unemployment rate
throughout the 1980's tracked below the nation's. As the State's economic
growth has slowed, its unemployment rate has tracked above the national
average. The average rate in the State since 1986 is 6.2%, while the national
average is 6.4%. According to the U.S. Department of Commerce, the Florida
Department of Labor and Employment Security, and the Florida Consensus Economic
Estimating Conference (together the "Organization") the State's unemployment
rate was 5.4% during 1995. As of November 1995, the Organization estimates that
the unemployment rate will be 5.9% for 1996-97 and 5.9% in 1997-98.
The State's economy is expected to decelerate along with the nation, but is
expected to outperform the nation as a whole. Total non-farm employment in
Florida is expected to grow at an increase of 3.1% in 1995-96 and rise 2.8% in
1996-97. Trade and services, the two largest, account for more than half of the
total non-farm employment. Employment in the service sectors should experience
an increase of 5.6% in 1995-96, while growing 4.9% in 1996-97. Trade is
expected to expand 3.1% in 1996 and 2.5% in 1997. The service sector is now the
State's largest employment category.
CONSTRUCTION
The State's economy has in the past been highly dependent on the construction
industry and construction related manufacturing. This dependency has declined
in recent years and continues to do so as a result of continued diversification
of the State's economy. For example, in 1980, total contract construction
employment as a share of total non-farm employment was just about 7.5%, and in
1995, the share had edged downward to 5%. This trend is expected to continue as
the State's economy continues to diversify. Florida, nevertheless, has a
dynamic construction industry, with single and multi-family housing starts
accounting for about 8.5% of total U.S. housing starts in 1995 while the
State's population is 5.4% of the U.S. total population. Florida's housing
starts since 1985 averaged 148,500 a year, and were 115,500 in 1995.
A driving force behind the State's construction industry has been the State's
rapid rate of population growth. Although the State currently is the fourth
most populous state, its annual population growth is now projected to decline
as the number of people moving into the State is expected to hover near the mid
230,000 range annually throughout the 1990's. This population trend should
provide fuel for business and home builders to keep construction activity
lively in Florida for some time to come. However, other factors do influence
the level of construction in the State. For example, federal tax reform in 1986
and other changes to the federal income tax code have eliminated tax deduction
for owners of more than two residential real estate properties and have
lengthened depreciation schedules on investment and commercial properties.
Economic growth and existing supplies of homes and buildings also contribute to
the level of construction in the State.
Single and multi-family housing starts in 1995-96 are projected to reach a
combined level of 117,500 dropping to 108,900 next year. Lingering recessionary
effects on consumers and tight credit are some of the reasons for relatively
slow core construction activity, as well as lingering effects from the 1986 tax
reform legislation discussed above. Total construction expenditures are
forecasted to increase 2.4% this year and increase 1.7% next year.
The State has continuously been dependent on the highly cyclical construction
and construction related manufacturing industries. While that dependency has
decreased, the State is still somewhat at the mercy of the construction and
construction related manufacturing industries. The construction industry is
driven to a great extent by the State's rapid growth in population. There can
be no assurance that population growth will continue throughout the 1990's in
which case there could be an adverse impact on the State's economy through the
loss of construction and construction related manufacturing jobs. Also, recent
increases in interest rates could significantly adversely impact the financing
of new construction within the State, thereby adversely impacting unemployment
and other economic factors within the State. In addition, available commercial
office space has tended to remain high over the past few years. So long as this
glut of commercial rental space continues, construction of this type of space
will likely continue to remain slow.
TOURISM
Tourism is one of State's most important industries. Approximately 40.7
million tourists visited the State in 1995, as reported by the Florida
Department of Commerce. In terms of business activities and State tax revenues,
tourists in Florida in 1995 represented an
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estimated 4.5 million additional residents. Visitors to the State tend to
arrive slightly more by air than by car. The State's tourist industry over the
years has become more sophisticated, attracting visitors year-round and, to a
degree, reducing its seasonality. Tourist arrivals are expected to decrease by
4.7% this year and rebound by 4.5% next year. Tourist arrivals to Florida by
air are expected to decrease by 1.6% this year and increase by 2.6% next year,
while arrivals by car are expected to fall by 8.0% in 1995-96 but increase 6.8%
in 1996-97. By the end of the State's current fiscal year, 39.4 million
domestic and international tourists are expected to have visited the State. In
1996-97, tourist arrivals should approximate 41.2 million.
REVENUES AND EXPENSES
Estimated fiscal year 1995-96 General Reserve plus Working Capital and Budget
Stabilization funds available to the State total $15,311.3 million, a 3.3%
increase over 1994-95. Of the total General Revenue plus Working Capital and
Budget Stabilization funds available to the State, $14,538.8 million of that is
Estimated Revenues which represents an increase of 6.5% over the previous
year's Estimated Revenues. With effective General Revenues plus Working Capital
Fund and Budget Stabilization appropriations at $14,808.2 million, unencumbered
reserves at the end of 1995-96 are estimated at $325.1 million. Estimated,
fiscal year 1996-97 General Reserve plus Working Capital and Budget
Stabilization funds available total $15,997.6 million, a 4.5% increase over
1995-96. The $15,269.4 million in Estimated Revenues represents an increase of
5.0% over the previous year's Estimated Revenues.
In fiscal year 1994-95, approximately 66% of the State's total direct revenue
to its three operating funds were derived from State taxes and fees, with
Federal grants and other special revenue accounting for the balance. State
sales and tax, corporate income tax, intangible personal property tax, and
beverage tax amounted to 67%, 7%, 4%, and 4%, respectively, of total General
Revenue Funds available during fiscal 1994-95. In that same year, expenditures
for education, health and welfare, and public safety amounted to approximately
49%, 32%, and 11%, respectively, of total expenditures from the General Revenue
Fund.
The State's sales and use tax (6%) currently accounts for the State's single
largest source of tax receipts. Slightly less than 10% of the State's sales and
use tax is designated for local governments and is distributed to the
respective counties in which collected for use by the counties, and the
municipalities therein. In addition to this distribution, local governments may
(by referendum) assess a 0.5% or a 1.0% discretionary sales surtax within their
county. Proceeds from this local option sales tax are earmarked for funding
local infrastructure programs and acquiring land for public recreation or
conservation or protection of natural resources as provided under applicable
Florida law. Certain charter counties have other taxing powers in addition, and
non-consolidated counties with a population in excess of 800,000 may levy a
local option sales tax to fund indigent health care. It alone cannot exceed
0.5% and when combined with the infrastructure surtax cannot exceed 1.0%. For
the fiscal year ended June 30, 1995, sales and use tax recipients (exclusive of
the tax on gasoline and special fuels) totalled $10,672.0 million, an increase
of 6.0% over fiscal year 1993-1994.
The second largest source of State tax receipts is the tax on motor fuels.
However, these revenues are almost entirely dedicated trust funds for specific
purposes and are not included in the State's General Revenue Fund.
The State imposes an alcoholic beverage, wholesale tax (excise tax) on beer,
wine, and liquor. This tax is one of the State's major tax sources, with
revenues totalling $437.3 million in fiscal year ending June 30, 1995.
Alcoholic beverage tax receipts decreased 1.0% from the previous years total.
The revenues collected from this tax are deposited into the State's General
Revenue Fund.
The State imposes a corporate income tax. All receipts of the corporate
income tax are credited to the General Revenue Fund. For the fiscal year ended
June 30, 1995, receipts from this source were $1,063.5 million, an increase of
1.5% from fiscal year 1993-94.
The State imposes a documentary stamp tax on deeds and other documents
relating to realty, corporate shares, bonds, certificates of indebtedness,
promissory notes, wage assignments, and retail charge accounts. The documentary
stamp tax collections totalled $695.3 million during fiscal year 1994-95, an
11.4% decrease from the previous fiscal year. Beginning in fiscal year 1995-96,
62.63% of these taxes are to be deposited to the General Revenue Fund.
The State imposes a gross receipts tax on electric, natural gas, and
telecommunications services. All gross receipts utilities tax collections are
credited to the State's Public Education Capital Outlay and Debt Service Trust
Fund. In fiscal year 1993-94, this amounted to $508.4 million.
The State imposes an intangible personal property tax on stocks, bonds,
including bonds secured by liens in Florida real property, notes, governmental
leaseholds, and certain other intangibles not secured by a lien on Florida real
property. The annual rate of tax is 2 mils. Second, the State imposes a non-
recurring 2 mil tax on mortgages and other obligations secured by liens on
Florida real property. In fiscal year 1994-95, total intangible personal
property tax collections were $818.0 million, a 2.1% decrease from the prior
year. Of the net tax proceeds, 66.5% are distributed to the General Revenue
Fund.
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The State's severance tax taxes, oil, gas, and sulphur production, as well as
the severance of phosphate rock and other solid minerals. total collections
from severance taxes total $61.2 million during fiscal year 1994-95, up 1.1%,
from the previous year. Currently, 58% of this amount is transferred to the
General Revenue Fund.
The State began its own lottery in 1988. State law requires that lottery
revenues be distributed 50% to the public in prizes, 38.0% for use in enhancing
education, and the balance, 12.0%, for the costs of administering the lottery.
Fiscal year 1994-95 lottery ticket sales totalled $2.19 billion, providing
education with approximately $853.2 million.
DEBT-BALANCED BUDGET REQUIREMENT
At the end of fiscal 1995, approximately $6.83 billion in principal amount of
debt secured by the full faith and credit of the State was outstanding. In
addition, since July 1, 1995, the State issued about $.76 billion in principal
amount of full faith and credit bonds.
The State Constitution and statutes mandate that the State budget, as a
whole, and each separate fund within the State budget, be kept in balance from
currently available revenues each fiscal year. If the Governor or Comptroller
believes a deficit will occur in any State fund, by statute, he must certify
his opinion to the Administrative Commission, which then is authorized to
reduce all State agency budgets and releases by a sufficient amount to prevent
a deficit in any fund. Additionally, the State Constitution prohibits issuance
of State obligations to fund State operations.
LITIGATION
Currently under litigation are several issues relating to State actions or
State taxes that put at risk substantial amounts of General Revenue Fund
monies. There is no assurance that any of such matters, individually or in the
aggregate, will not have a material adverse affect on the State's financial
position. However, the Departments of the State involved in the various actions
believe that the results of such litigation pending or anticipated will not
materially affect the State's financial position.
The State maintains a bond rating of Aa, AA, and AA from Moody's Investors
Service, Standard & Poors Corporation, and Fitch, respectively, on the majority
of its general obligation bonds, although the rating of a particular series of
revenue bonds relates primarily to the project, facility, or other revenue
source from which such series derives funds for repayment. While these ratings
and some of the information presented above indicate that the State is in
satisfactory economic health, there can be no assurance that there will not be
a decline in economic conditions or that particular Bonds purchased by the
Trust will not be adversely affected by any such changes.
The sources for the information presented above include official statements
and financial statements of the State of Florida. While the Sponsor has not
independently verified this information, the Sponsor has no reason to believe
that the information is not correct in all material respects.
FLORIDA TAXES --
In the opinion of Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A.,
Tampa, Florida, special counsel on Florida tax matters, under existing law:
The Florida Trust will not be subject to the Florida income tax imposed
by Chapter 220 so long as the Florida Trust transacts no business in
Florida or has no income subject to federal income taxation. In addition,
political subdivisions of Florida do not impose any income taxes.
Non-Corporate Unit holders will not be subject to any Florida income
taxation on income realized by the Florida Trust. Corporate Unit holders
with commercial domiciles in Florida will be subject to Florida income
taxation on income realized by the Trust. Other corporate Unit holders will
be subject to Florida income taxation on income realized by the Florida
Trust only to the extent that the income realized is other than "non-
business income" as defined by Chapter 220.
Florida Trust Units will be subject to Florida estate tax if owned by
Florida residents and may be subject to Florida estate tax if owned by
other decedents at death. However, the Florida estate tax is limited to the
amount of the credit allowable under the applicable Federal Revenue Act
(currently Section 2011 [and in some cases Section 2102] of the Internal
Revenue Code of 1986, as amended) for death taxes actually paid to the
several states.
Neither the Bonds nor the Units will be subject to the Florida ad valorem
property tax or Florida sales or use tax.
Neither the Florida Trust nor the Units will be subject to Florida
intangible personal property tax.
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Neither the issuance and sale of the Units by the Florida Trust nor the
transfer of Units by a Unit holder will subject either the Florida Trust or
the Unit holders to Florida documentary stamp tax.
For the purposes of the foregoing opinion, the following terms have the
following meanings:
(a) "Non-Corporate Unit holder"--a Unit holder of the Florida Trust who
is an individual not subject to the Florida state income tax on
corporations, under Chapter 220, Florida Statutes ("Chapter 220").
(b) "Corporate Unit holder"--a Unit holder of the Florida Trust that is a
corporation subject to the Florida state income tax on corporations under
Chapter 220.
MINNESOTA TRUST
RISK FACTORS--Diversity and a significant natural resource base are two
important characteristics of the Minnesota economy. Generally, the structure of
the State's economy parallels the structure of the United States economy as a
whole. There are, however, employment concentrations in durable goods and non-
durable goods manufacturing, particularly industrial machinery, instruments and
miscellaneous, food, paper and related industries, and printing and publishing.
During the period from 1980 to 1990, overall employment growth in Minnesota
lagged behind national employment growth, in large part due to declining
agricultural employment. The rate of non-farm employment growth in Minnesota
exceeded the rate of national growth, however, in the period of 1990 to 1995.
Since 1980, Minnesota per capita income generally has remained above the
national average. During 1994 and 1995, the State's monthly unemployment rate
was less than the national unemployment rate.
The State relies heavily on a progressive individual income tax and a retail
sales tax for revenue, which results in a fiscal system that is sensitive to
economic conditions. Frequently in recent years, legislation has been required
to eliminate projected budget deficits by raising additional revenue, reducing
expenditures, including aids to political subdivisions and higher education,
reducing the State's budget reserve, imposing a sales tax on purchases by local
governmental units, and making other budgetary adjustments. The Minnesota
Department of Finance April 1996 Estimates project that, under current laws,
the State will complete its current biennium June 30, 1997 with a $1 million
surplus, plus a $350 million cash flow account balance, plus a $270 million
budget reserve. Total General Fund expenditures and transfers for the biennium
are projected to be $18.9 billion. Planning estimates (extrapolations) for the
biennium ending June 30, 1999 show a General Fund deficit of $71 million, after
funding a $350 million cash flow account plus a $270 million budget reserve, if
current law is not changed. Accordingly, there may be additional revenue
increases or spending cuts relative to current law. Furthermore, under current
law spending caps, State expenditures for eduction finance (K-12) and
corrections in the biennium ending June 30, 1999 are not anticipated to be
sufficient to maintain program levels of the previous biennium. The State is
party to a variety of civil actions that could adversely affect the State's
General Fund. In addition, substantial portions of State and local revenues are
derived from federal expenditures, and reductions in federal aid to the State
and its political subdivisions and other federal spending cuts may have
substantial adverse effects on the economic and fiscal condition of the State
and its local governmental units. The Department of Finance February 1996
Forecast states that possible federal spending cuts could reduce federal aid to
Minnesota's State and local governments by a total of $3.2 billion over seven
years. Risks are inherent in making revenue and expenditure forecasts. Economic
or fiscal conditions less favorable than those reflected in State budget
forecasts and planning estimates may create additional budgetary pressures.
State grants and aids represent a large percentage of the total revenues of
cities, towns, counties and school districts in Minnesota, but generally the
State has no obligation to make payments on local obligations in the event of a
default. Even with respect to revenue obligations, no assurance can be given
that economic or other fiscal difficulties and the resultant impact on State
and local government finances will not adversely affect the ability of the
respective obligors to make timely payment of the principal and interest on the
Bonds or the value or marketability of such Bonds.
Recent Minnesota tax legislation and possible future changes in federal and
State income tax laws, including rate reductions, could adversely affect the
value and marketability of the Bonds. See "Minnesota Taxes."
MINNESOTA TAXES
In the opinion of Dorsey & Whitney LLP, Minneapolis, Minnesota, special
counsel on Minnesota tax matters, under existing law:
The Minnesota Trust is not an association taxable as a corporation for
purposes of Minnesota income taxation. Minnesota taxable net income is, with
certain modifications, determined with reference to federal taxable income.
Each Unit holder of the Minnesota Trust will be treated as the owner of a pro
rata portion of the Minnesota Trust for purposes of Minnesota income taxation,
and the income of
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the Minnesota Trust will be treated as the income of the Unit holders under
Minnesota law. Interest on Bonds that would be excluded from Minnesota taxable
net income when paid directly to an individual, estate or trust will be
excluded from Minnesota taxable net income of Unit holders that are
individuals, estates or trusts when received by the Minnesota Trust and when
distributed to such Unit holders. Interest on Bonds that would be included in
Minnesota "alternative minimum taxable income" when paid directly to a
noncorporate taxpayer will be included in Minnesota "alternative minimum
taxable income" of Unit holders that are individuals, estates or trusts for
purposes of the Minnesota alternative minimum tax.
Any such Unit holder that is subject to Minnesota income taxation will
realize taxable gain or loss when the Minnesota Trust disposes of a Bond
(whether by sale, exchange, redemption or payment at maturity) or when the Unit
holder redeems or sells Units at a price that differs from original cost, as
adjusted for amortization of bond premium and other basis adjustments
(including any adjustment that may be required to reflect a Unit holder's share
of interest, if any, accruing on Bonds during the interval between the purchase
of the Units and delivery of the Bonds). The total tax cost of each Unit to a
Unit holder is allocated proportionally (by value) among each of the Bonds held
in the Minnesota Trust. Tax cost reduction requirements relating to
amortization of bond premium may, under some circumstances, result in the
realization of taxable gain by Unit holders when their Units (or underlying
Bonds) are sold or redeemed for an amount equal to or less than their original
cost. Minnesota has repealed the favorable treatment of capital gains, but
preserved limitations on the deductibility of capital losses.
Interest income attributable to Bonds that are "industrial development bonds"
or "private activity bonds," as such terms are defined in the Internal Revenue
Code, will be taxable under Minnesota law to a Unit holder that is a
"substantial user" of the facilities financed by the proceeds of such Bonds (or
a "related person" to such a "substantial user") to the same extent as if such
Bonds were held directly by such Unit holder.
Minnesota law does not permit a deduction for interest on indebtedness
incurred or continued by individuals, estates and trusts to purchase or carry
Units. Minnesota law also restricts the deductibility of other expenses
allocable to Units.
Interest on Bonds in the Minnesota Trust will be included in taxable income
for purposes of the Minnesota franchise tax on corporations and financial
institutions. No opinion is expressed as to other Minnesota tax effects on Unit
holders that are corporations or financial institutions.
The 1995 Minnesota Legislature enacted a statement of intent that interest on
obligations of Minnesota governmental units and Indian tribes be included in
net income of individuals, estates and trusts for Minnesota income tax purposes
if a court determines that Minnesota's exemption of such interest unlawfully
discriminates against interstate commerce because interest on obligations of
governmental issuers located in other states is so included. This provision
applies to taxable years that begin during or after the calendar year in which
any such court decision becomes final, irrespective of the date on which the
obligations were issued. We are not aware of any judicial decision holding that
a state's exemption of interest on its own bonds or those of its political
subdivisions or Indian tribes, but not of interest on the bonds of other states
or their political subdivisions or Indian tribes, unlawfully discriminates
against interstate commerce or otherwise contravenes the United States
Constitution. Nevertheless, we cannot predict, and we express no opinion
concerning, the likelihood that interest on the Minnesota Bonds held by the
Minnesota Trust would become taxable under this Minnesota statutory provision.
NEW YORK TRUST
RISK FACTORS-- The information set forth below is derived from the official
statements and/or preliminary drafts of official statements prepared in
connection with the issuance of New York State and New York City municipal
bonds. The Sponsor has not independently verified this information.
ECONOMIC TRENDS. Over the long term, the State of New York (the "State") and
the City of New York (the "City") face serious economic problems. The City
accounts for approximately 41 % of the State's population and personal income,
and the City's financial health affects the State in numerous ways. The State
historically has been one of the wealthiest states in the nation. For decades,
however, the State has grown more slowly than the nation as a whole, gradually
eroding its relative economic affluence. Statewide, urban centers have
experienced significant changes involving migration of the more affluent to the
suburbs and an influx of generally less affluent residents. Regionally, the
older Northeast cities have suffered because of the relative success that the
South and the West have had in attracting people and business. The City has
also had to face greater competition as other major cities have developed
financial and business capabilities which make them less dependent on the
specialized services traditionally available almost exclusively in the City.
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The State has for many years had a very high State and local tax burden
relative to other states. The State and its localities have used these taxes to
develop and maintain their transportation networks, public schools and
colleges, public health systems, other social services and recreational
facilities. Despite these benefits, the burden of State and local taxation, in
combination with the many other causes of regional economic dislocation, has
contributed to the decisions of some businesses and individuals to relocate
outside, or not locate within, the State.
Notwithstanding the numerous initiatives that the State and its localities
may take to encourage economic growth and achieve balanced budgets, reductions
in Federal spending could materially and adversely affect the financial
condition and budget projections of the State and its localities.
NEW YORK CITY. The City, with a population of approximately 7.3 million, is
an international center of business and culture. Its non-manufacturing economy
is broadly based, with the banking and securities, life insurance,
communications, publishing, fashion design, retailing and construction
industries accounting for a significant portion of the City's total employment
earnings. Additionally, the City is the nation's leading tourist destination.
The City's manufacturing activity is conducted primarily in apparel and
printing.
The national economic downturn which began in July 1990 adversely affected
the local economy, which had been declining since late 1989. As a result, the
City experienced job losses in 1990 and 1991 and real Gross City Product (GCP)
fell in those two years. Beginning in calendar year 1992, the improvement in
the national economy helped stabilize conditions in the City. Employment losses
moderated toward year-end and real GCP increased, boosted by strong wage gains.
However, after noticeable improvements in the City's economy during calendar
year 1994, economic growth slowed in calendar year 1995, and the City's current
four-year financial plan assumes the economic growth will continue to slow in
calendar year 1996, with local employment increasing modestly.
For each of the 1981 through 1995 fiscal years, the City achieved balanced
operating results as reported in accordance with generally accepted accounting
principles ("GAAP"). The City was required to close substantial budget gaps in
recent years in order to maintain balanced operating results. For fiscal year
1995, the City adopted a budget which halted the trend in recent years of
substantial increases in City-funded spending from one year to the next. There
can be no assurance that the City will continue to maintain a balanced budget
as required by State law without additional tax or other revenue increases or
reductions in City services, which could adversely affect the City's economic
base.
Pursuant to the laws of the State, the City prepares an annual four-year
financial plan, which is reviewed and revised on a quarterly basis and which
includes the City's capital, revenue and expense projections and outlines
proposed gap-closing programs for years with projected budget gaps. The City's
current four-year financial plan projects substantial budget gaps for each of
the 1997 through 1999 fiscal years, before implementation of the proposed gap-
closing program contained in the current financial plan. The City is required
to submit its financial plans to review bodies, including the New York State
Financial Control Board ("Control Board"). If the City were to experience
certain adverse financial circumstances, including the occurrence or the
substantial likelihood and imminence of the occurrence of an annual operating
deficit of more than $100 million or the loss of access to the public credit
markets to satisfy the City's capital and seasonal financing requirements, the
Control Board would be required by State law to exercise powers, among others,
of prior approval of City financial plans, proposed borrowings and certain
contracts.
The City depends on the State for State aid both to enable the City to
balance its budget and to meet its cash requirements. The State's 1995-1996
Financial Plan projects a balanced General Fund. There can be no assurance that
there will not be reductions in State aid to the City from amounts currently
projected or that State budgets in future fiscal years will be adopted by the
April 1 statutory deadline and that such reductions or delays will not have
adverse effects on the City's cash flow or expenditures. In addition, the
Federal Budget negotiation process could result in a reduction in or a delay in
the receipt of Federal grants in the City's 1996 fiscal year which could have
additional adverse effects on the City's cash flow or revenues.
The Mayor is responsible for preparing the City's four-year financial plan,
including the City's current financial plan for the 1996 through 1999 fiscal
years (the "1996-1999 Financial Plan" or "Financial Plan") . The City's
projections set forth in the Financial Plan are based on various assumptions
and contingencies which are uncertain and which may not materialize. Changes in
major assumptions could significantly affect the City's ability to balance its
budget as required by State law and to meet its annual cash flow and financing
requirements. Such assumptions and contingencies include the condition of the
regional and local economies, the impact on real estate tax revenues of the
real estate market, wage increases for City employees consistent with those
assumed in the Financial Plan, employment growth, the results of a pending
actuarial audit of the City's pension system which is expected to significantly
increase the City's annual pension costs, the ability to implement proposed
reductions in City personnel and other cost reduction initiatives, which may
require in certain cases the cooperation of the City's municipal unions, the
ability of the New York City Health and Hospitals
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Corporation ("HHC") and the Board of Education ("BOE") to take actions to
offset reduced revenues, the ability to complete revenue generating
transactions and provision of State and Federal aid and mandate relief and the
impact on City revenues of proposals for Federal and State welfare reform.
Implementation of the Financial Plan is also dependent upon the City's
ability to market its securities successfully in the public credit markets. The
City's financing program for fiscal years 1996 through 1999 contemplates the
issuance of $11.8 billion of general obligation bonds primarily to reconstruct
and rehabilitate the City's infrastructure and physical assets and to make
other capital investments. In addition, the City issues revenue and tax
anticipation notes to finance its seasonal working capital requirements. The
success of projected public sales of City bonds and notes will be subject to
prevailing market conditions, and no assurance can be given that such sales
will be completed. If the City were unable to sell its general obligation bonds
and notes, it would be prevented from meeting its planned capital and operating
expenditures. Future developments concerning the City and public discussion of
such developments, as well as prevailing market conditions, may affect the
market for outstanding City general obligation bonds and notes.
On January 31, 1996, the City published the Financial Plan for the 1996-1999
fiscal year, which relates to the City, BOE and the City University of New York
("CUNY"). The Financial Plan sets forth proposed actions by the City for the
1996 fiscal year to close substantial projected budget gaps resulting from
lower than projected tax receipts and other revenues and greater than projected
expenditures. In addition to substantial proposed agency expenditure
reductions, the Financial Plan reflects a strategy to substantially reduce
spending for entitlements for the 1996 and subsequent fiscal years, and to
decrease the City's costs for Medicaid in the 1997 fiscal year and thereafter
by increasing the Federal share of Medicaid costs otherwise paid by the City.
This strategy is the subject of substantial debate, and implementation of this
strategy will be significantly affected by State and federal budget proposals
currently being considered. The Financial Plan, which is consistent with the
City's preliminary budget for the 1997 fiscal year, may be changed
significantly by the time the budget for the 1997 fiscal year, is adopted.
The Financial Plan set forth proposed actions to close a previously projected
gap of approximately $3.1 billion for the 1996 fiscal year. The proposed
actions in the Financial Plan for the 1996 fiscal year include (i) a reduction
in spending of $400 million, primarily affecting public assistance and Medicaid
payments by the City; (ii) expenditure reductions in agencies, totaling $1.2
billion; (iii) transitional labor savings, totalling $600 million; and (iv) the
phase-in of the increased annual pension funding cost due to revisions
resulting from an actuarial audit of the City pension systems, which would
reduce such costs in the 1996 fiscal year.
The projections for the 1996 through 1999 fiscal years reflect the costs of
the proposed settlement with the United Federation of Teachers and the recent
settlement with a coalition of unions headed by District Council 37 of the
American Federation of State, County and Municipal Employees, and assume that
the City will reach agreement with its remaining municipal unions under terms
which are generally consistent with such settlements. The projections for the
1996 through 1999 fiscal years also assume that BOE will be able to identify
actions to offset possible substantial shortfalls in Federal, State and City
revenues.
The Financial Plan also sets forth projections for the 1997 through 1999
fiscal years and outlines a proposed gap-closing program to eliminate a
projected gap of $2.0 billion for the 1997 fiscal year, and to reduce projected
gaps of $3.3 billion and $4.1 billion for the 1998 and 1999 fiscal years,
respectively, assuming successful implementation of the gap-closing program for
the 1996 fiscal year.
The Federal and State budgets, when adopted, may result in substantial
reductions in revenues for the City, as well as a reduction in projected
expenditures in entitlement programs, including Medicare, Medicaid and welfare
programs. The Federal and State aid projected in the Financial Plan, and the
substantial savings assumed from cost containment in entitlement programs
included in the
Financial Plan gap-closing program for the 1997 through 1999 fiscal years, will
be significantly affected both by the outcome of the current Federal budget
negotiations and by the State budget proposals made by the Governor and to be
considered by the State Legislature. The nature and extent of the impact on the
City of the Federal and State budgets, when adopted, is uncertain, and no
assurance can be given that Federal or State actions included in the Federal
and State adopted budgets may not have a significant adverse impact on the
City's budget and its Financial Plan.
On July 10, 1995, Standard & Poor's revised downward its rating on City
general obligation bonds from A to BBB+ and removed City bonds from
CreditWatch. Standard & Poor's stated that "structural budgetary balance
remains elusive because of persistent softness in the City's economy,
highlighted by weak job growth and a growing dependence on the historically
volatile financial services sector". Other factors identified by Standard &
Poor's in lowering its rating on City bonds included a trend of using one-time
measures, including debt refinancings, to close projected budget gaps,
dependence on unratified labor savings to help balance the Financial Plan,
optimistic projections of additional federal and State aid or mandate relief, a
history of cash flow difficulties caused by State budget delays and continued
high debt levels.
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On March 1, 1996, Moody's stated that the rating for City general obligation
bonds remains under review pending the outcome of the adoption of the City's
budget for the 1997 fiscal year, and, in light of the status of the debate on
public assistance and Medicaid reform; the enactment of a State budget, upon
which major assumptions regarding State aid are dependent, which may be
extensively delayed; and the seasoning of the City's economy with regard to its
strength and direction in the face of a potential national economic slowdown.
Since July 15, 1993, Fitch Investors Service, L.P. ("Fitch") has rated City
bonds A-. On February 28, 1996, Fitch placed the City's general obligation
bonds on FitchAlert with negative implications.
From time to time, the Control Board staff, the Municipal Assistance
Corporation for the City of New York ("MAC"), Office of the State Deputy
Comptroller ("OSDC"), the City Comptroller and others issue reports and make
public statements regarding the City's financial condition, commenting on,
among other matters, the City's financial plans, projected revenues and
expenditures and actions by the City to eliminate projected operating deficits.
Some of these reports and statements have warned that the City may have
underestimated certain expenditures and overestimated certain revenues and have
suggested that the City may not have adequately provided for future
contingencies. Certain of these reports have analyzed the City's future
economic and social conditions and have questioned whether the City has the
capacity to generate sufficient revenues in the future to meet the costs of its
expenditure increases and to provide necessary services. It is reasonable to
expect that such reports and statements will continue to be issued and to
engender public comment.
On February 29, 1996, the staff of the City Comptroller issued a report on
the Financial Plan. The report projects that there remains $408 million to $528
million in budget risks for the 1996 fiscal year, before taking into account
the availability of $160 million in the general reserve. The principal risks
for the 1996 fiscal year identified in the report include $140 million to $190
million of uncertain revenues and projected savings at BOE and the receipt by
the City of $100 million to $130 million from a proposed MAC refunding. The
report also expressed concern as to whether the required regulatory approval
for the sale of the City's television station would be received before the end
of the 1996 fiscal year.
With respect to the 1997 fiscal year, the report states that the Financial
Plan includes total risks of between $2.05 billion and $2.15 billion. The
report notes that the gap-closing program for the 1997 fiscal year assumes the
implementation of highly uncertain State and Federal actions that would provide
between $1.2 billion and $1.4 billion in relief to the City resulting from
proposed public assistance and medical assistance entitlement reductions, a
proposed increase in Federal Medicaid reimbursement, additional State aid and
various privatization proposals. The report concludes that it is unlikely that
the City will be able to implement most of these initiatives due to Federal and
State budget difficulties. Additional risks for the 1997 fiscal year identified
in the report include (i) risks attributable to BOE relating to unspecified
additional State aid, unspecified expenditure reductions and proposals to
reduce special education spending, which total $415 million, without taking
into account potential reductions that will likely take place upon adoption of
the Federal and State budgets; (ii) proposals for the sale of parking meters
and other assets; and (iii) the receipt of $244 million to $294 million of
lease payments from the Port Authority for the City's airports.
The report concluded that the magnitude of the budget risk for the 1997
fiscal year, after two years of large agency cutbacks and work force
reductions, indicates the seriousness of the City's continuing budget
difficulties, and that the Financial Plan will require substantial revision in
order to provide a credible program for dealing with the large projected budget
gap for the 1997 fiscal year. The report further notes that the relative
weakness of the national and City economies makes it unlikely that new jobs and
business expansion will generate significant additional tax revenues and that
proposed Federal State reductions in funding will reduce the levels of the
intergovernmental assistance for the City.
On March 6, 1996, the staff of the OSDC issued a report on the Financial
Plan. The report concluded that there remained a budget gap for the 1996 fiscal
year of $4 million, which can be closed with the $200 million general reserve,
and additional significant risks totalling $507 million involving actions which
require the approval of the State and Federal governments or other third
parties. These risks include (i) potential delays in the sale of the City's
television station; (ii) shortfalls in projected resources from MAC; and (iii)
shortfalls of $100 million in projected State education aid and $50 million in
projected Federal assistance. In addition, the report expressed concern that
(i) the City may have to write off a portion of approximately $300 million in
State education aid that was included as revenue in prior years' budgets, since
the State has not made payment and neither the current nor the proposed State
budget include an appropriation sufficient to cover most of this liability, and
(ii) the City must complete two transactions before the end of the fiscal year,
the sale of property tax liens and housing mortgages, that together are
expected to produce resources of $267 million.
OSDC's report also concluded that the gap for the 1997 fiscal year could be
$544 million greater than the City's projected budget gap of $2 billion,
primarily due to the failure of BOE to specify $304 million of expenditure
reductions or additional resources necessary to bring its spending in line with
the resources allocated to it in the Financial Plan. In addition, the report
noted that gap-closing proposals set forth in the Financial Plan totalling $1.6
billion are at high risk of falling short of target. The proposals identified
in the report as high
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risk include (i) $800 million in expected State and Federal assistance,
primarily from savings in social service entitlement programs, which are
dependent on the ultimate resolution of the Federal and State budgets; (ii)
$300 million from initiatives to privatize parking meters and other City
assets; (iii) $244 million to be received from the Port Authority as
retroactive lease payments for the City's two airports; and (iv) $181 million
in spending cuts for BOE. Moreover, the report expressed concern that the
potential for budget cuts at BOE could exceed $1 billion after taking into
account the possible loss of $453 million in proposed reductions in State and
Federal funding. The report also stated that non-recurring resources for the
1996 fiscal year have increased to over $1.7 billion, approaching the
unprecedented $2 billion used in the 1995 fiscal year, and that one-third of
the 1997 fiscal year gap-closing program already relies on one-time resources.
NEW YORK STATE AND ITS AUTHORITIES. The State budget for the State's 1997
fiscal year was not adopted by the statutory deadline prior fiscal year
commenced on April 1, 1995, and ended on March 31, 1996, and is referred to
herein as the State's 1995-96 fiscal year. The State's budget for the 1995-96
fiscal year was enacted by the Legislature on June 7, 1995, more than two
months after the start of the fiscal year. The State Financial Plan for the
1995-96 fiscal year was formulated on June 20, 1995 and is based on the State's
budget as enacted by the Legislature and signed into law by the Governor.
Prior to adoption of the budget the State had projected a potential budget
gap of approximately $5 billion for its 1996 fiscal year. This gap was
projected to be closed in the 1995-1996 State Financial Plan based on the
enacted budget, through a series of actions, mainly spending reductions and
cost containment measures and certain reestimates that are expected to be
recurring, but also through the use of one-time solutions. The State Financial
Plan projects (i) nearly $1.6 billion in savings from cost containment,
disbursement reestimates, and other savings in social welfare programs,
including Medicaid, income maintenance and various child and family care
programs; (ii) $2.2 billion in savings from State agency actions to reduce
spending on the State workforce, SUNY and CUNY, mental hygiene programs,
capital projects, the prison system and fringe benefits; (iii) $300 million in
savings from local assistance reforms, including actions affecting school aid
and revenue sharing while proposing program legislation to provide relief from
certain mandates that increase local spending; (iv) over $400 million in
revenue measures, primarily a new Quick Draw Lottery game, changes to tax
payment schedules, and the sale of assets; and (v) $300 million from
reestimates in receipts.
The Governor presented his 1996-1997 Executive Budget to the Legislature on
December 15, 1995, and subsequently amended it. The Legislature and the
Comptroller will review the Governor's Executive Budget and are expected to
comment on it. There can be no assurance that the Legislature will enact the
Executive Budget into law, or that the State's adopted budget projections will
not differ materially and adversely from the projections set forth in the
Executive Budget.
The Governor's Executive Budget projects balance on a cash basis in the
General Fund. It reflects a continuing strategy of substantially reduced State
spending, including program restructurings, reductions in social welfare
spending, and efficiency and productivity initiatives. Total General Fund
receipts and transfers from other funds are projected to be $31.3 billion, a
decrease of $1.4 billion from total receipts projected in the current fiscal
year. Total General Fund disbursements and transfers to other funds are
projected to be $31.2 billion, a decrease of $1.5 billion from spending totals
projected for the current fiscal year.
The 1996-1997 Executive Budget proposes $3.9 billion in actions to balance
the 1996-1997 State Financial Plan. The Executive Budget proposes to close this
gap primarily through a series of spending reductions and cost containment
measures. The Executive Budget projects (i) over $1.8 billion in savings from
cost containment and other actions in social welfare programs, including
Medicaid, welfare and various health and mental health programs; (ii) $1.3
billion in savings from a reduced State General Fund share of Medicaid made
available from anticipated changes in the Medicaid program, including an
increase in the Federal share of Medicaid; (iii) over $450 million in savings
from reforms and cost avoidance in educational services (including school aid
and higher education), while providing fiscal relief from certain State
mandates that increase local spending; and $350 million in savings from
efficiencies and reductions in other State programs. The State has noted that
there is considerable uncertainty as to the ultimate composition of the Federal
budget, including uncertainties regarding major Federal entitlement reforms .
The 1996- 1997 Executive Budget seeks to lessen the effect of the proposed cuts
on localities by granting certain mandate relief to permit them to exercise
greater flexibility in allocating their resources. However, no assurance can be
given as to the amount of savings which the City might realize from any of the
Medicaid cost containment or welfare reform measures proposed in the Executive
Budget or the size of any reductions in State aid to the City. Depending upon
the amount of such savings or the size of any reductions in State aid, the City
might be required to make substantial additional changes in its Financial Plan.
The State Division of the Budget ("DOB") has noted that the economic and
financial condition of the State may be affected by various financial, social,
economic and political factors. Those factors can be very complex, may vary
from fiscal year to fiscal year, and are frequently the result of actions taken
not only by the State and its agencies and instrumentalities, but also by
entities, such as the Federal government, that are not under the control of the
State. Because of the uncertainty and unpredictability of changes in these
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factors, their impact cannot be fully included in the assumptions underlying
the State's projections. There can be no assurance that the State economy will
not experience results that are worse than predicted, with corresponding
material and adverse effects on the State's financial projection.
The DOB believes that its projections of receipts and disbursements relating
to the current State Financial Plan, and the assumptions on which they are
based, are reasonable. Actual results, however, could differ materially and
adversely from the projections set forth below, and those projections may be
changed materially and adversely from time to time.
The State Financial Plan is based on a projection by DOB of national and
State economic activity. DOB forecasted that national economic growth would
weaken, but not turn negative, during the course of 1995 before beginning to
rebound by the end of the year. This dynamic is often described as a "soft
landing". The national economy achieved the desired "soft landing" in 1995, as
growth slowed from 6.2 percent in 1994 to a rate sufficiently slow to inhibit
the buildup of inflationary pressures. This was achieved without any material
pause in the economic expansion, although recession worries flared in the late
spring and early summer. Growth in the national economy is expected to moderate
during 1996, with the nation's gross domestic product projected to expand by
4.6 percent in 1996 versus 5.0 percent in 1995. Declining short-term interest
rates, slowing employment growth and continued moderate inflation also
characterize the projected path for the nation's economy in the year ahead.
The annual growth rates of most economic indicators for the State improved
from 1994 to 1995, as the pace of private sector employment expansion and
personal income and wage growth all accelerated. Government employment fell as
workforce reductions were implemented at federal, State and local levels.
Similar to the nation, some moderation of growth is expected in the year ahead.
Private sector employment is expected to continue to rise, although somewhat
more slowly than in 1995, while public employment should continue to fall,
reflecting government budget cutbacks. Anticipated continued restraint in wage
settlements, a lower rate of employment growth and falling interest rates are
expected to slow personal income growth significantly.
The financial condition of the State is affected by several factors,
including the strength of the State and regional economy and actions of the
Federal government, as well as State actions affecting the level of receipts
and disbursements. Owing to these and other factors, the State may, in future
years, face substantial potential budget gaps resulting from a significant
disparity between tax revenues projected from a lower recurring receipts base
and the future costs of maintaining State programs at current levels. Any such
recurring imbalance would be exacerbated if the State were to use a significant
amount of nonrecurring resources to balance the budget in a particular fiscal
year. To address a potential imbalance for a given fiscal year, the State would
be required to take actions to increase receipts and/or reduce disbursements as
it enacts the budget for that year, and under the State Constitution the
Governor is required to propose a balanced budget each year. To correct
recurring budgetary imbalances, the State would need to take significant
actions to align recurring receipts and disbursements in future fiscal years.
There can be no assurance, however, that the State's actions will be sufficient
to preserve budgetary balance in a given fiscal year or to align recurring
receipts and disbursements in future fiscal years.
The General Fund is the principal operating fund of the State and is used to
account for all financial transactions, except those required to be accounted
for in another fund. It is the State's largest fund and receives almost all
State taxes and other resources not dedicated to particular purposes. In the
State's 1995-96 fiscal year, the General Fund is expected to account for
approximately 49 percent of total governmental-fund receipts and 69 percent of
total governmental-fund disbursements. General Fund moneys are also transferred
to other funds, primarily to support certain capital projects and debt service
payments in other fund types.
In recent years, State actions affecting the level of receipts and
disbursements, as well as the relative strength of the State and regional
economy, actions of the Federal government and other factors have created
structural budget gaps for the State. These gaps resulted from a significant
disparity between recurring revenues and the costs of maintaining or increasing
the level of support for State programs. The 1995-96 enacted budget combines
significant tax and program reductions which will, in the current and future
years, lower both the recurring receipts base (before the effect of any
economic stimulus from such tax reductions) and the historical annual growth in
State program spending. The three-year plan to reduce State personal income
taxes will decrease State tax receipts by an estimated $1.7 billion in State
fiscal year 1996-97 in addition to the amount of reduction in State fiscal year
1995-96. Further significant reductions in the personal income tax are
scheduled for the 1997-98 State fiscal year. Other tax reductions enacted in
1994 and 1995 are estimated to cause an additional reduction in receipts of
over $500 million in 1996-97, as compared to the level of receipts in 1995-96.
Similarly, many actions taken to reduce disbursements in the State's 1995-96
fiscal year are expected to provide greater reductions in State fiscal year
1996-97. These include actions to reduce the State workforce, reduce Medicaid
and welfare expenditures and slow community mental hygiene program development.
The net impact of these and other factors is expected to produce a potential
imbalance in receipts and disbursements in State fiscal year 1996-97. The
Governor has indicated that in the 1996-97 Executive Budget he will propose to
close this potential imbalance primarily through General Fund expenditure
reductions and without increases in taxes or
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deferrals of scheduled tax reductions. On October 2, 1995, the State
Comptroller released a report in which he reaffirmed his estimate that the
State will face a budget gap of at least $2.7 billion for the 1996-97 fiscal
year and a projected gap of at least $3.9 billion for the 1997-98 fiscal year.
The State is required to issue three quarterly updates to the cash-basis
State Financial Plan in July, October and January, respectively. These updates
reflect analysis of actual receipts and disbursements on a cash basis for each
respective period, and contain revised estimates of receipts and disbursements
for the then current fiscal year. As part of the early release of the 1996-97
Executive Budget, the State updated its 1995-96 cash basis State Financial Plan
(the "Financial Plan Update") on December 15, 1995, as a part of the Governor's
Executive Budget presentation. The State revised the cash-basis 1995-96 State
Financial Plan on December 15, 1995, in conjunction with the release of the
Executive Budget for the 1996-97 fiscal year.
Modest changes were made to the cash-basis 1995-96 State Financial Plan (the
"Mid-Year Update"), reflecting two more months of actual results, deficiency
requests by State agencies (the larger of which is for school aid resulting
from revisions to data submitted by school districts), and administrative
efficiencies achieved by State agencies. Total General Fund receipts are
expected to be approximately $73 million lower than estimated at the time of
the second quarterly update to the Mid-Year Update. Tax receipts are now
projected to be $29.57 billion, $8 million less than in the earlier plan.
Miscellaneous receipts and transfers from other funds are estimated at $3.15
billion, $65 million lower than in the Mid-Year Update. The largest single
change in these estimates is attributable to the lag in achieving $50 million
in proceeds from sales of State assets, which are unlikely to be completed
prior to the end of the fiscal year.
Projected General Fund disbursements are reduced by a total of $73 million,
with changes made in most major categories of the 1995-96 State Financial Plan.
The reduction in overall spending masks the impact of deficiency requests
totaling more than $140 million, primarily for school aid and tuition
assistance to college students. Offsetting reductions in spending are
attributable to the continued maintenance of strict controls on spending
through the fiscal year by State agencies, yielding savings of $50 million.
Reductions of $49 million in support for capital projects reflect a stringent
review of all capital spending. Reductions of $30 million in debt service costs
reflect savings from refundings undertaken in the current fiscal year, as well
as savings from lower interest rates in the financial market. Finally, the
1995-96 Financial Plan reflects reestimates based on actual results through
November, the larger of which is a reduction of $70 million in projected costs
for income maintenance. This reduction is consistent with declining caseload
projections.
The balance in the General Fund at the close of the 1995-96 fiscal year is
expected to be $172 million, entirely attributable to monies in the Tax
Stabilization Reserve Fund following the required $ 15 million payment into
that Fund. A $40 million deposit to the Contingency Reserve Fund included as
part of the enacted 1995-96 budget will not be made, and the minor balance of
$1 million currently in the Fund will be transferred to the General Fund. These
Contingency Reserve Fund monies are expected to support payments from the
General Fund for litigation related to the State's Medicaid program, and for
federal disallowances.
Changes in federal aid programs currently pending in Congress are not
expected to have a material impact on the State's 1995-96 Financial Plan,
although prolonged interruptions in the receipt of federal grants could create
adverse developments, the scope of which cannot be estimated at this time. The
major remaining uncertainties in the 1995-96 State Financial Plan continue to
be those related to the economy and tax collections, which could produce either
favorable or unfavorable variances during the balance of the year.
On January 13, 1992, Standard & Poor's reduced its ratings on the State's
general obligation bonds from A to A-and, in addition, reduced its ratings on
the State's moral obligation, lease purchase, guaranteed and contractual
obligation debt. Standard & Poor's also continued its negative rating outlook
assessment on State general obligation debt. On April 26, 1993, Standard &
Poor's revised the rating outlook assessment to stable. On February 14, 1994,
Standard & Poor's raised its outlook to positive and, on October 3, 1995,
confirmed its A- rating. On January 6, 1992, Moody's reduced its ratings on
outstanding limited-liability State lease purchase and contractual obligations
from A to Baa1. On October 2, 1995, Moody's reconfirmed its A rating on the
State's general obligation long-term indebtedness.
LITIGATION. A number of court actions have been brought involving State
finances. The court actions in which the State is a defendant generally involve
state programs and miscellaneous tort, real property, and contract claims.
Adverse developments in these proceedings or the initiation of new proceedings
could affect the ability of the State to maintain a balanced 1995-96 State
Financial Plan. The State believes that the 1995-96 State Financial Plan
includes sufficient reserves for the payment of judgments that may be required
during the 1995-96 fiscal year. There can be no assurance, however, that an
adverse decision in any of these proceedings would not exceed the amount of the
1995-96 State Financial Plan reserves for the payment of judgments and,
therefore, could affect the ability of the State to maintain a balanced 1995-96
State Financial Plan. While the ultimate outcome and fiscal impact, if any, on
the City of those proceedings and claims are not currently predictable, adverse
determinations in certain of them might have a material adverse effect upon the
City's ability to carry out the 1996-1999 Financial Plan. The City has
estimated that its potential future liability on account of outstanding claims
against it as of June 30, 1995 amounted to approximately $2.5 billion.
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NEW YORK TAXES
In the opinion of Battle Fowler LLP, special counsel for the Sponsor, under
existing New York law:
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 the
Trust will be treated as the income of the Holders in the same manner as
for Federal income tax purposes. Accordingly, each Holder 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 the Bond, such interest
will be exempt from New York State and City personal income taxes except
where such interest is subject to Federal income taxes (see Taxes). A
noncorporate Holder of Units of the Trust who is a New York State (and
City) resident will be subject to New York State (and City) personal income
taxes on any gain recognized when he disposes of all or part of his pro
rata portion of a Bond. A noncorporate Holder who is not a New York State
resident will not be subject to New York State or City personal income
taxes on any such gain unless such Units are attributable to a business,
trade, profession or occupation carried on in New York. A New York State
(and City) resident should determine his tax basis for his pro rata portion
of each Bond for New York State (and City) income tax purposes in the same
manner as for Federal income tax purposes. Interest income on, as well as
any gain recognized on the disposition of, a Holder's pro rata portion of
the Bonds is generally not excludable from income in computing New York
State and City corporate franchise taxes.
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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 projected
Federal income tax rates and tax brackets for the 1996 taxable year 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 1996 tax year would need a taxable
investment yielding 9.06% 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 FLORIDA
1996 TAX YEAR
<TABLE>
<CAPTION>
TAX EXEMPT YIELD
TAXABLE INCOME BRACKET 4.00% 4.50% 5.00% 5.50% 6.00% 6.50%
JOINT RETURN SINGLE RETURN FEDERAL TAX RATE* TAXABLE EQUIVALENT YIELD
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$0-40,100 $0-24,000 15.00% 4.71% 5.29% 5.88% 6.47% 7.06% 7.65%
$40,101-96,900 $24,001-58,150 28.00 5.56 6.25 6.94 7.64 8.33 9.03
$96,901-117,950 $58,151-117,950 31.00 5.80 6.52 7.25 7.97 8.70 9.42
$117,951-147,700 $117,951-121,300 31.93 5.88 6.61 7.35 8.08 8.81 9.55
$147,701 to 263,750 $121,301-263,750 37.08 6.36 7.15 7.95 8.74 9.54 10.33
Over $263,750 Over $263,750 40.79 6.76 7.60 8.44 9.29 10.13 10.98
</TABLE>
- -------
*The State of Florida does not impose tax based on income. See Note 5,
below.
Note: This table reflects the following:
1 Taxable income equals adjusted gross income ("AGI") less personal
exemptions of $2,550 less the standard deduction of $6,700 on a joint
return or total itemized deductions, whichever is greater. However,
itemized deductions are reduced by 3% of the amount of a taxpayer's AGI
over $117,950. This is reflected in the brackets above by higher effective
federal tax rates. Furthermore, personal exemptions are phased out for the
amount of a taxpayer's AGI over $117,950 for single taxpayers and $176,950
for married taxpayers filing jointly. This latter provision is not
incorporated into the above brackets.
2 The combined effective rate is computed under the assumption that
taxpayers itemize their deductions on their federal income tax return.
3 Interest earned on municipal obligations may be subject to the federal
alternative minimum tax. This provision is not incorporated into the
table.
4 The taxable equivalent yield table does not incorporate the effect of
graduated rate structures in determining yields. Instead, the tax rates
used are the highest rates applicable to the income levels indicated
within each bracket.
5 The State of Florida does not impose tax based on income. Instead,
Florida utilizes an intangible tax system whereby the tax is determined
based on the value of investment securities and other intangibles held by
the taxpayer. Municipal obligations issued within the State of Florida
generally are not subject to the intangible tax.
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STATE OF MINNESOTA
1996 TAX YEAR
<TABLE>
<CAPTION>
APPROX. COMBINED
FEDERAL FEDERAL, STATE TAX EXEMPT YIELD
TAXABLE AND LOCAL 4.00% 4.50% 5.00% 5.50% 6.00% 6.50%
INCOME TAX RATE
TAXABLE EQUIVALENT YIELD
MARRIED
<S> <C> <C> <C> <C> <C> <C> <C>
$ 0 to 23,490 20.10% 5.01% 5.63% 6.26% 6.88% 7.51% 8.14%
$ 23,491 to 40,100 21.80 5.12 5.75 6.39 7.03 7.67 8.31
$ 40,101 to 93,340 33.76 6.04 6.79 7.55 8.30 9.06 9.81
$ 93,341 to 96,900 34.12 6.07 6.83 7.59 8.35 9.11 9.87
$ 96,901 to 117,950 36.87 6.34 7.13 7.92 8.71 9.50 10.30
$117,951 to 147,700 37.72 6.42 7.22 8.03 8.83 9.63 10.44
$147,701 to 263,750 42.43 6.95 7.82 8.68 9.55 10.42 11.29
Over $263,750 45.82 7.38 8.31 9.23 10.15 11.07 12.00
<CAPTION>
SINGLE
<S> <C> <C> <C> <C> <C> <C> <C>
$ 0 to 16,070 20.10 5.01% 5.63% 6.26% 6.88% 7.51% 8.14%
$ 16,071 to 24,000 21.80 5.12 5.75 6.39 7.03 7.67 8.31
$ 24,001 to 52,790 33.76 6.04 6.79 7.55 8.30 9.06 9.81
$ 52,791 to 58,150 34.12 6.07 6.83 7.59 8.35 9.11 9.87
$ 58,151 to 117,950 36.87 6.34 7.13 7.92 8.71 9.50 10.30
$117,951 to 121,300 37.72 6.42 7.22 8.03 8.83 9.63 10.44
$121,301 to 263,750 42.43 6.95 7.82 8.68 9.55 10.42 11.29
Over $263,750 45.82 7.38 8.31 9.23 10.15 11.07 12.00
</TABLE>
- -------
Note: This table reflects the following:
1 Taxable income, as reflected in the above table, equals Federal adjusted
gross income (AGI), less personal exemptions and itemized deductions
(including the deduction for state income tax). However, certain itemized
deductions are reduced by the lesser of (i) three percent of the amount of
the taxpayer's AGI over $117,950, or (ii) 80 percent of the amount of such
itemized deductions otherwise allowable. The effect of the three percent
phase out on all itemized deductions and not just those deductions subject
to the phase out is reflected above in the combined Federal and state tax
rates through the use of higher effective Federal tax rates. In addition,
the effect of the 80 percent cap on overall itemized deductions is not
reflected on this table. Federal income tax rules also provide that
personal exemptions are phased out at a rate of two percent for each
$2,550 (or fraction thereof) of AGi in excess of $176,950 for married
taxpayers filing a joint tax return and $117,950 for single taxpayers. The
effect of this phase out is not reflected in the above table.
2 Interest earned on municipal obligations may be subject to the federal
alternative minimum tax. The effect of this provision is not incorporated
into the table.
3 The taxable equivalent yield table does not incorporate the effect of
graduated rate structures in determining yields. Instead, the tax rates
used are the highest rates applicable to the income levels indicated
within each bracket.
4 Interest earned on all municipal obligations may cause certain investors
to be subject to tax on a portion of their Social Security and/or railroad
retirement benefits. The effect of this provision is not included in the
above table.
STATE OF NEW YORK
1996 TAX YEAR
<TABLE>
<CAPTION>
APPROX. COMBINED TAX EXEMPT YIELD
TAXABLE FEDERAL & STATE 4.00% 4.50% 5.00% 5.50% 6.00% 6.50%
INCOME BRACKET TAX RATE
TAXABLE EQUIVALENT YIELD
JOINT RETURN
<S> <C> <C> <C> <C> <C> <C> <C>
$ 0 to
11,000 18.40% 4.90% 5.51% 6.13% 6.74% 7.35% 7.97%
$ 11,001 to
16,000 19.25 4.95 5.57 6.19 6.81 7.43 8.05
$ 16,001 to
22,000 20.10 5.01 5.63 6.26 6.88 7.51 8.14
$ 22,001 to
26,000 20.95 5.06 5.69 6.33 6.96 7.59 8.22
$ 26,001 to
40,100 21.06 5.07 5.70 6.33 6.97 7.60 8.23
$ 40,101 to
96,900 33.13 5.98 6.73 7.48 8.22 8.97 9.72
$ 96,901 to
117,950 35.92 6.24 7.02 7.80 8.58 9.36 10.14
$117,951 to
147,700 36.78 6.33 7.12 7.91 8.70 9.49 10.28
$147,701 to
263,750 41.56 6.84 7.70 8.56 9.41 10.27 11.12
Over $263,750 45.01 7.27 8.18 9.09 10.00 10.91 11.82
<CAPTION>
SINGLE RETURN
<S> <C> <C> <C> <C> <C> <C> <C>
$ 0 to
5,500 18.40% 4.90% 5.51% 6.13% 6.74% 7.35% 7.97%
$ 5,501 to
8,000 19.25 4.95 5.57 6.19 6.81 7.43 8.05
$ 8,001 to
11,000 20.10 5.01 5.63 6.26 6.88 7.51 8.14
$ 11,001 to
13,000 20.95 5.06 5.69 6.33 6.96 7.59 8.22
$ 13,001 to
24,000 21.06 5.07 5.70 6.33 6.97 7.60 8.23
$ 24,001 to
58,150 33.13 5.98 6.73 7.48 8.22 8.97 9.72
$ 58,151 to
117,950 35.92 6.24 7.02 7.80 8.58 9.36 10.14
$117,951 to
121,300 36.78 6.33 7.12 7.91 8.70 9.49 10.28
$121,301 to
263,750 41.56 6.84 7.70 8.56 9.41 10.27 11.12
Over $263,750 45.01 7.27 8.18 9.09 10.00 10.91 11.82
- ------------
</TABLE>
Note: This table reflects the following:
1 Taxable income equals adjusted gross income ("AGI") less personal
exemptions of $2,550 less the standard deduction of $6,700 on a joint
return or total itemized deductions, whichever is greater. However,
itemized deductions are reduced by 3% of the amount of a taxpayer's AGI
over $117,950. This is reflected in the brackets above by higher effective
federal tax rates. Furthermore, personal exemptions are phased out for the
amount of a taxpayer's AGI over $117,950 for single taxpayers and $176,950
for married taxpayers filing jointly. This latter provision is not
incorporated into the above brackets.
2 The combined effective rate is computed under the assumption that
taxpayers itemize their deductions on their federal income tax returns.
3 Interest earned on municipal obligations may be subject to the federal
alternative minimum tax. This provision is not incorporated into the
table.
4 The taxable equivalent yield table does not incorporate the effect of
graduated rate structures in determining yields. Instead, the tax rates
used are the highest rates applicable to the income levels indicated
within each bracket.
C-15
<PAGE>
CITY OF NEW YORK
1996 TAX YEAR
<TABLE>
<CAPTION>
TOTAL APPROX. COMBINED
NEW FEDERAL, STATE & TAX EXEMPT YIELD
TAXABLE YORK NEW YORK CITY 4.00% 4.50% 5.00% 5.50% 6.00% 6.50%
INCOME BRACKET RATES TAX RATE
TAXABLE EQUIVALENT YIELD
JOINT RETURN
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0
to
11,000 6.60% 20.61% 5.04% 5.67% 6.30% 6.93% 7.56% 8.19%
$ 11,001
to
14,400 7.60 21.46 5.09 5.73 6.37 7.00 7.64 8.28
$ 14,401
to
16,000 8.00 21.80 5.12 5.75 6.39 7.03 7.67 8.31
$ 16,001
to
22,000 9.00 22.65 5.17 5.82 6.46 7.11 7.76 8.40
$ 22,001
to
26,000 10.00 23.50 5.23 5.88 6.54 7.19 7.84 8.50
$ 26,001
to
27,000 10.13 23.61 5.24 5.89 6.55 7.20 7.85 8.51
$ 27,001
to
40,100 10.43 23.86 5.25 5.91 6.57 7.22 7.88 8.54
$ 40,101
to
45,000 10.43 35.51 6.20 6.98 7.75 8.53 9.30 10.08
$ 45,001
to
96,900 10.48 35.54 6.21 6.98 7.76 8.53 9.31 10.08
$ 96,901
to
108,000 10.48 38.23 6.48 7.28 8.09 8.90 9.71 10.52
$108,001
to
117,950 10.53 38.26 6.48 7.29 8.10 8.91 9.72 10.53
$117,951
to
147,700 10.53 39.09 6.57 7.39 8.21 9.03 9.85 10.67
$147,701
to
263,750 10.53 43.70 7.11 7.99 8.88 9.77 10.66 11.55
Over
$263,750 10.53 47.02 7.55 8.49 9.44 10.38 11.33 12.27
<CAPTION>
SINGLE RETURN
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0
to
5,500 6.60% 20.61% 5.04% 5.67% 6.30% 6.93% 7.56% 8.19%
$ 5,501
to
8,000 7.60 21.46 5.09 5.73 6.37 7.00 7.64 8.28
$ 8,001
to
11,000 9.00 22.65 5.17 5.82 6.46 7.11 7.76 8.40
$ 11,001
to
13,000 10.00 23.50 5.23 5.88 6.54 7.19 7.84 8.50
$ 13,001
to
15,000 10.13 23.61 5.24 5.89 6.55 7.20 7.85 8.51
$ 15,001
to
24,000 10.43 23.86 5.25 5.91 6.57 7.22 7.88 8.54
$ 24,001
to
25,000 10.43 35.51 6.20 6.98 7.75 8.53 9.30 10.08
$ 25,001
to
58,150 10.48 35.54 6.21 6.98 7.76 8.53 9.31 10.08
$ 58,151
to
60,000 10.48 38.23 6.48 7.28 8.09 8.90 9.71 10.52
$ 60,001
to
117,950 10.53 38.26 6.48 7.29 8.10 8.91 9.72 10.53
$117,951
to
121,300 10.53 39.09 6.57 7.39 8.21 9.03 9.85 10.67
$121,301
to
263,750 10.53 43.70 7.11 7.99 8.88 9.77 10.66 11.55
Over
$263,750 10.53 47.02 7.55 8.49 9.44 10.38 11.33 12.27
</TABLE>
- -------
Note: This table reflects the following:
1 Taxable income equals adjusted gross income ("AGI") less personal
exemptions of $2,550 less the standard deduction of $6,700 on a joint
return or total itemized deductions, whichever is greater. However,
itemized deductions are reduced by 3% of the amount of a taxpayer's AGI
over $117,950. This is reflected in the brackets above by higher effective
federal tax rates. Furthermore, personal exemptions are phased out for the
amount of a taxpayer's AGI over $117,950 for single taxpayers and $176,950
for married taxpayers filing jointly. This latter provision is not
incorporated into the above brackets.
2 The combined effective rate is computed under the assumption that
taxpayers itemize their deductions on their federal income tax returns.
3 Interest earned on municipal obligations may be subject to the federal
alternative minimum tax. This provision is not incorporated into the
table.
4 The taxable equivalent yield table does not incorporate the effect of
graduated rate structures in determining yields. Instead, the tax rates
used are the highest rates applicable to the income levels indicated
within each bracket.
C-16
<PAGE>
PROSPECTUS
THIS PROSPECTUS CONTAINS INFORMATION CONCERNING THE TRUST AND THE SPONSOR, 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 OF THE TAX EXEMPT SECURITIES TRUST....... 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-12
TAXES..................................................................... B-12
EXPENSES AND CHARGES...................................................... B-14
PUBLIC OFFERING............................................................ B-15
OFFERING PRICE............................................................ B-15
METHOD OF EVALUATION...................................................... B-16
DISTRIBUTION OF UNITS..................................................... B-16
MARKET FOR UNITS.......................................................... B-17
EXCHANGE OPTION........................................................... B-17
REINVESTMENT PROGRAMS..................................................... B-17
SPONSOR'S AND UNDERWRITERS' PROFITS....................................... B-17
RIGHTS OF UNIT HOLDERS..................................................... B-18
CERTIFICATES.............................................................. B-18
DISTRIBUTION OF INTEREST AND PRINCIPAL.................................... B-18
REPORTS AND RECORDS....................................................... B-19
REDEMPTION OF UNITS....................................................... B-20
SPONSOR.................................................................... B-21
LIMITATIONS ON LIABILITY.................................................. B-21
RESPONSIBILITY............................................................ B-21
RESIGNATION............................................................... B-21
TRUSTEE.................................................................... B-22
LIMITATIONS ON LIABILITY.................................................. B-22
RESIGNATION............................................................... B-22
EVALUATOR.................................................................. B-22
LIMITATIONS ON LIABILITY.................................................. B-22
RESPONSIBILITY............................................................ B-22
RESIGNATION............................................................... B-22
AMENDMENT AND TERMINATION OF THE TRUST AGREEMENT........................... B-23
AMENDMENT................................................................. B-23
TERMINATION............................................................... B-23
LEGAL OPINION.............................................................. B-23
AUDITORS................................................................... B-23
BOND RATINGS............................................................... B-23
FEDERAL TAX FREE VS. TAXABLE INCOME........................................ B-25
THE STATE TRUSTS........................................................... C-1
TAX FREE VS. TAXABLE INCOME................................................ C-14
</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
------------
18,500 UNITS
------------
Prospectus
Dated July 17, 1996
------------
SPONSOR
SMITH BARNEY INC.
388 GREENWICH STREET
23RD FLOOR
NEW YORK, NEW YORK 10013
(800) 223-2532
