<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 1996
REGISTRATION NOS. 333-03449
333-03445
333-03453
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1
TO
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
A. EXACT NAME OF TRUST:
TAX EXEMPT SECURITIES TRUST
NATIONAL TRUST 219
CALIFORNIA TRUST 150
NEW YORK TRUST 154
B. NAME OF DEPOSITOR:
SMITH BARNEY INC.
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
LAURIE A. HESSLEIN
Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
COPY TO:
MICHAEL R. ROSELLA, ESQ.
Battle Fowler LLP
75 East 55th Street
New York, New York 10022
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
AN INDEFINITE NUMBER OF UNITS OF BENEFICIAL INTEREST PURSUANT TO RULE 24f-2
PROMULGATED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
F. PROPOSED MAXIMUM AGGREGATE OFFERING PRICE TO THE PUBLIC OF THE SECURITIES
BEING REGISTERED:
INDEFINITE
G. AMOUNT OF FILING FEE:
$500* (AS REQUIRED BY RULE 24f-2)
H. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
[X] Check box if it is proposed that this filing will become effective
immediately upon filing pursuant to Rule 487.
- --------
* Previously Paid.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
---------------------------------------------------------
TAX EXEMPT
SECURITIES
TRUST
National Trust 219 California Trust 150
New York Trust 154
- ---------------------- ---------------------------------------------------
15,000 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 219, California Trust 150 and New York
Trust 154 (the "National Trust," the "California 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 June 13, 1996, the Public Offering
Price per Unit (including the sales charge) would have been $998.48, $989.35
and $975.25 for the National Trust, California 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 June 14, 1996
<PAGE>
TAX EXEMPT SECURITIES TRUST
SUMMARY OF ESSENTIAL INFORMATION AS OF JUNE 13, 1996 +
SPONSOR RECORD DATES
Smith Barney Inc.
The first day of each month,
commencing July 1, 1996
TRUSTEE
DISTRIBUTION DATES
The Chase Manhattan Bank
(National Association)
The fifteenth day of each
month,** commencing July 15,
1996
EVALUATOR
Kenny S & P Evaluation EVALUATION TIME
Services,
a division of J.J. Kenny Co., As of 1:00 P.M. on the Date of
Inc. Deposit. Thereafter, as of
4:00 P.M. New York Time.
DATE OF DEPOSIT AND OF TRUST
AGREEMENT
EVALUATOR'S FEE
The Evaluator will receive a
June 13, 1996 fee of $.29 per bond per
evaluation. (See Part B,
"Evaluator--Responsibility"
and "Public Offering--Offering
Price".)
MANDATORY TERMINATION DATE*
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 $2.87, $2.81 and $2.77 for the
National Trust, California Trust and New York Trust, respectively, will be
made on July 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 CALIFORMIA NEW YORK
TRUST 219 TRUST 150 TRUST 154
---------- ---------- ----------
<S> <C> <C> <C>
Principal Amount of Bonds in Trust......... $7,000,000 $4,000,000 $4,000,000
Number of Units............................ 7,000 4,000 4,000
Principal Amount of Bonds in Trust per
Unit...................................... $ 1,000 $ 1,000 $ 1,000
Fractional Undivided Interest in Trust per
Unit...................................... 1/7,000 1/4,000 1/4,000
Minimum Value of Trust:
Trust Agreement may be Terminated if
Principal Amount is less than........... $3,500,000 $2,000,000 $2,000,000
Calculation of Public Offering Price per
Unit*:
Aggregate Offering Price of Bonds in
Trust................................... $6,660,847 $3,771,388 $3,717,631
========== ========== ==========
Divided by Number of Units............... $ 951.55 $ 942.85 $ 929.41
Plus: Sales Charge (4.70% of the Public
Offering Price)......................... $ 46.93 $ 46.50 $ 45.84
---------- ---------- ----------
Public Offering Price per Unit........... $ 998.48 $ 989.35 $ 975.25
Plus: Accrued Interest*.................. $ .95 $ .93 $ .92
---------- ---------- ----------
Total.................................. $ 999.43 $ 990.28 $ 976.17
========== ========== ==========
Sponsor's Initial Repurchase Price per Unit
(per Unit Offering
Price of Bonds)*......................... $ 951.55 $ 942.85 $ 929.41
Approximate Redemption Price per Unit (per
Unit Bid Price of Bonds)**.............. $ 944.55 $ 935.85 $ 922.41
---------- ---------- ----------
Difference Between per Unit Offering and
Bid Prices of Bonds....................... $ 7.00 $ 7.00 $ 7.00
========== ========== ==========
Calculation of Estimated Net Annual Income
per Unit:
Estimated Annual Income per Unit......... $ 59.98 $ 58.86 $ 58.14
Less: Estimated Trustee's Annual Fee***.. $ 1.57 $ 1.55 $ 1.55
Less: Organizational Expenses****........ $ .50 $ .50 $ .50
Less: Other Estimated Annual Expenses.... $ .43 $ .53 $ .53
---------- ---------- ----------
Estimated Net Annual Income per Unit..... $ 57.48 $ 56.28 $ 55.56
========== ========== ==========
Calculation of Monthly Income Distribution
per Unit:
Estimated Net Annual Income per Unit.... $ 57.48 $ 56.28 $ 55.56
Divided by 12............................ $ 4.79 $ 4.69 $ 4.63
Accrued interest from the day after the
Date of Deposit to the first record
date**.................................. $ 2.87 $ 2.81 $ 2.77
First distribution per unit................ $ 2.87 $ 2.81 $ 2.77
Daily Rate (360-day basis) of Income Ac-
crual per Unit............................ $ .1596 $ .1563 $ .1543
Estimated Current Return based on Public
Offering Price*****....................... 5.76% 5.69% 5.70%
Estimated Long-Term Return*****............ 5.77% 5.77% 5.81%
</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. The effect of the delay
in the payment to Unit holders for the first few months of Trust
operations, which results in a lower true return to Unit holders, is not
reflected in either calculation (a projected cash flow statement as of
the Date of Deposit is available upon request from the Trustee).
A-3
<PAGE>
PORTFOLIO SUMMARY AS OF DATE OF DEPOSIT
NATIONAL TRUST 219
The Portfolio of the National Trust contains 20 issues of Bonds of issuers
located in 16 States. Two of the issues (representing approximately 9.6%* 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: 35.7%; housing
facilities: 8.4%; power facilities: 11.3%; pollution control facilities:
21.6%; convention facilities: 1.8%; tax allocation: 7.7%; and lease rental
payments: 3.9%. The Trust is considered to be concentrated in hospital and
health care facilities issues.+ (See Part B, "Tax Exempt Securities Trust--
Risk Factors" for a brief summary of additional considerations relating to
certain of these issues.) 9.2 of the Bonds in this Trust are insured as to
timely payment of principal and interest by certain insurance companies (FGIC,
6.1%; and MBIA, 3.1%) (see Part B, "Tax Exempt Securities Trust--Risk
Factors--Insurance"). Fifteen 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 28.6 years.
As of the Date of Deposit, 91.5% of the Bonds in this Trust are rated by
Standard & Poor's (12.6% rated AAA, 9.3% rated AA and 69.6% rated A); 8.5% are
rated A by Moody's. 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.
13.9% 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.")
CALIFORNIA TRUST 150
The Portfolio of the California Trust contains 11 issues of Bonds of issuers
located in the State of California. 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: 38.6%; housing facilities:
13.3%; power facilities: 5.8%; educational facilities: 22.3%; and tax
allocation: 20.0%. The Trust is considered to be concentrated in hospital and
health care facilities issues.+ (See Part B, "Tax Exempt Securities Trust--
Risk Factors" for a brief summary of additional considerations relating to
certain of these issues.) 5.2% of the Bonds in this Trust are insured as to
timely payment of principal and interest by certain insurance companies
(Connie Lee, 5.2%) (see Part B, "Tax Exempt Securities Trust--Risk Factors--
Insurance"). 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 California Trust is 26.5 years.
As of the Date of Deposit, 82.7% of the Bonds in this Trust are rated by
Standard & Poor's (5.2% rated AAA, 13.9% rated AA and 63.6% rated A); 17.3%
are rated A by Moody's. 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 California 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 154
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 17.8%* 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: 44.9%; housing facilities: 8.1%; educational facilities:
12.7%; water and sewer facilities: 4.9%; and correctional facilities: 11.6%.
The Trust is considered to be concentrated in hospital and health care
facilities issues.+ (See Part B, "Tax Exempt Securities Trust--Risk
- -------
* 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>
Factors" for a brief summary of additional considerations relating to certain
of these issues.). Eleven 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 27.4 years.
As of the Date of Deposit, 25.0% of the Bonds in this Trust are rated by
Standard & Poor's (13.5% rated AAA, 6.6% rated AA and 4.9% rated A); 21.2% are
rated Aa by Moody's and 53.8% 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.
13.1 % 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.")
- -------
+ 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 TRUST 219 CALIFORNIA TRUST 150 NEW YORK TRUST 154
------------------ -------------------- ------------------
<S> <C> <C> <C>
Smith Barney Inc. ...... 6,350 3,900 3,300
388 Greenwich Street
New York, New York 10013
Gruntal & Co. Incorpo-
rated.................. 250 100 250
14 Wall Street
New York, New York 10005
Oppenheimer & Co.,
Inc. .................. -- -- 250
Oppenheimer Tower
One World Financial Cen-
ter
New York, New York 10281
Samuel A. Ramirez....... -- -- 100
61 Broadway
New York, New York 10008
Roosevelt & Cross,
Inc. .................. 100 -- 100
20 Exchange Place
New York, New York 10005
William R. Hough........ 300 -- --
100 Second Avenue
Suite 800
St. Petersburg, Florida
33701
-------- -------- --------
Total................... 7,000 4,000 4,000
======== ======== ========
</TABLE>
A-6
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Sponsor, Trustee and Unit Holders of Tax Exempt Securities Trust,
National Trust 219, California Trust 150 and New York Trust 154:
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 219, California Trust 150 and New York
Trust 154 as of June 13, 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
June 13, 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 219,
California Trust 150 and New York Trust 154 as of June 13, 1996, in conformity
with generally accepted accounting principles.
KPMG PEAT MARWICK LLP
New York, New York
June 13, 1996
A-7
<PAGE>
TAX EXEMPT SECURITIES TRUST
STATEMENTS OF FINANCIAL CONDITION
AS OF DATE OF DEPOSIT, JUNE 13, 1996
<TABLE>
<CAPTION>
TRUST PROPERTY
--------------------------------
NATIONAL CALIFORNIA NEW YORK
TRUST 219 TRUST 150 TRUST 154
---------- ---------- ----------
<S> <C> <C> <C>
Investment in Tax-Exempt Securities:
Bonds represented by purchase con-
tracts backed by
letter of credit (1)............... $6,660,847 $3,771,388 $3,717,631
Accrued interest through the Date of
Deposit on underlying
bonds (1)(2)......................... 116,855 53,201 88,776
Organizational costs (3)............ 17,500 10,000 10,000
---------- ---------- ----------
Total............................. $6,795,202 $3,834,589 $3,816,407
========== ========== ==========
<CAPTION>
LIABILITIES AND INTEREST OF UNIT
HOLDERS
--------------------------------
<S> <C> <C> <C>
Liabilities:
Accrued interest through the Date of
Deposit on
underlying bonds (1)(2)............ $ 116,855 $ 53,201 $ 88,776
---------- ---------- ----------
Accrued expenses (3)................ 17,500 10,000 10,000
---------- ---------- ----------
Interest of Unit Holders:
Units of fractional undivided inter-
est outstanding (National
Trust 219: 7,000; California Trust
150: 4,000; New York Trust 154:
4,000)
Cost to investors (4).............. 6,989,360 3,957,393 3,900,984
Less--Gross underwriting commission
(5)............................... 328,513 186,005 183,353
---------- ---------- ----------
Net amount applicable to investors. 6,660,847 3,771,388 3,717,631
---------- ---------- ----------
Total............................... $6,795,202 $3,834,589 $3,816,407
========== ========== ==========
</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 June 13, 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 $16,000,000 which was
deposited with the Trustee for the purchase of $15,000,000 principal amount
of Bonds pursuant to contracts to purchase such Bonds at the Sponsor's
aggregate cost of $14,149,866 plus $258,832 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 7,000,
4,000 and 4,000 Units of National Trust, California 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 7,000, 4,000 and 4,000 Units of National
Trust, California 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 219--PORTFOLIO OF SECURITIES AS OF JUNE 13, 1996
<TABLE>
<CAPTION>
COST OF YIELD ON ANNUAL
SECURITIES DATE OF INTEREST
AGGREGATE SECURITIES REPRESENTED RATINGS REDEMPTION TO TRUST DEPOSIT INCOME
PRINCIPAL BY PURCHASE CONTRACTS (1) PROVISIONS (2) (3)(4) (4) TO TRUST
--------- ------------------------ ------- ----------------- ---------- -------- --------
<C> <C> <S> <C> <C> <C> <C> <C>
1. $ 250,000 Alabama Special Care AA 11/1/05 @ 101 $ 209,640 6.200% $ 12,500
Facilities Financing SF 11/1/16 @ 100
Authority of Birmingham
Hospital Revenue Bonds,
Daughters of Charity
National Health System,
Providence Hospital and
St. Vincent's Hospital,
5.00% Due 11/1/2025
2. 250,000 City of Valdez, Alaska, AA- 10/1/03 @ 102 224,083 6.250 13,750
Marine Terminal Revenue
Refunding Bonds, BP
Pipelines Alaska Inc.
Project, 5.50% Due
10/1/2028
3. 265,000 The Industrial A 7/1/06 @ 102 264,735 6.632 17,556
Development Authority of SF 7/1/17 @ 100
the County of Maricopa,
Arizona, Multifamily
Housing Revenue Bonds,
6.625% Due 7/1/2026
4. 500,000 State of California, AAA 9/1/03 @ 102 408,020 6.150 23,750
Various Purpose General SF 9/1/19 @ 100
Obligation Bonds, FGIC
Insured, 4.75% Due
9/1/2023
5. 500,000 Palmdale Civic A -- 514,150 6.400 33,000
Authority, Los Angeles SF 9/1/25 @ 100
Country, California,
Revenue Bonds, Merged
Redevelopment Project
Area, 6.60% Due 9/1/2034
6. 250,000 County of Riverside, A+p 6/1/99 @ 100 244,043 6.450 15,625
California, Asset SF 6/1/15 @ 100
Leasing Corporation,
Leasehold Revenue Bonds,
County of Riverside
Hospital Project, 6.25%
Due 6/1/2019
7. 500,000 San Bernardino County, A- 8/1/04 @ 102 406,970 6.400 25,000
California, Certificates SF 8/1/25 @ 100
of Participation,
Medical Center Financing
Project, 5.00% Due
8/1/2026
8. 120,000 Metropolitan Pier and A+ 6/15/03 @ 102 120,810 6.449 7,800
Exposition Authority, SF 6/15/23 @ 100
Illinois, McCormick
Place Expansion Project
Bonds, 6.50% Due
6/15/2027
9. 500,000 Fort Wayne, Indiana, A+ 11/15/02 @ 102 493,690 6.500 32,000
Hospital Authority, SF 11/15/14 @ 100
Revenue Bonds, Parkview
Memorial Hospital, Inc.
Project, 6.40% Due
11/15/2022
10. 500,000 Massachusetts Health and A 7/1/01 @ 102 518,150 6.450 35,500
Educational Facilities SF 7/1/13 @ 100
Authority, The Medical
Center of Central
Massachusetts Bonds,
7.10% Due 7/1/2021
11. 400,000 Michigan Strategic Fund A- 9/1/05 @ 102 399,600 6.207 24,800
Pollution Control
Revenue Refunding Bonds,
General Motors
Corporation Project,
6.20% Due 9/1/2020
12. 250,000 City of Minneapolis, AAA 4/1/08 @ 100 227,630 5.850 13,000
Minnesota, General SF 4/1/20 @ 100
Obligation Refunding
Bonds, Sports Arena
Project, 5.20% Due
10/1/2024
</TABLE>
A-9
<PAGE>
TAX EXEMPT SECURITIES TRUST
NATIONAL TRUST 219--PORTFOLIO OF SECURITIES AS OF JUNE 13, 1996
<TABLE>
<CAPTION>
COST OF YIELD ON ANNUAL
SECURITIES DATE OF INTEREST
AGGREGATE SECURITIES REPRESENTED RATINGS REDEMPTION TO TRUST DEPOSIT INCOME
PRINCIPAL BY PURCHASE CONTRACTS (1) PROVISIONS (2) (3)(4) (4) TO TRUST
--------- ------------------------ ------- ----------------- ---------- -------- --------
<C> <C> <S> <C> <C> <C> <C> <C>
13. $ 250,000 The Hudson County, New A+ 8/1/02 @ 102 $ 259,915 6.000% $ 16,562
Jersey, Improvement
Authority, Essential
Purpose Pooled
Government Loan, Program
Bonds, 6.625% Due
8/1/2025
14. 200,000 The Pollution Control AAA 6/1/04 @ 102 203,704 6.000 12,500
Financing Authority of
Salem County, New
Jersey, Pollution
Control Revenue
Refunding Bonds, Public
Service Electric and Gas
Company Project, MBIA
Insured, 6.25% Due
6/1/2031
15. 640,000 North Carolina Eastern A* 1/1/03 @ 100 569,139 6.400 35,200
Municipal Power Agency, SF 1/1/19 @ 100
Power System Revenue
Refunding Bonds, 5.50%
Due 1/1/2021
16. 500,000 The Hospitals and Higher A- 11/15/03 @ 102 504,315 6.500 33,125
Education Facilities SF 11/15/09 @ 100
Authority of
Philadelphia,
Pennsylvania, Hospital
Revenue Bonds, Temple
University Hospital,
6.625% Due 11/15/2023
17. 125,000 The Industrial A- 9/1/04 @ 102 127,791 6.200 8,125
Development Board of
Maury County, Tennessee,
Pollution Control
Refunding Revenue Bonds,
Saturn Corporation
Project, 6.50% Due
9/1/2024
18. 500,000 Matagorda County, Texas, A- 7/1/03 @ 102 486,125 6.200 30,000
District Number One,
Pollution Control
Revenue Refunding Bonds,
Central Power and Light
Company Project, 6.00%
Due 7/1/2028
19. 215,000 Intermountain Power AA- 7/1/06 @ 102 182,393 6.200 10,750
Agency, Utah, Power SF 7/1/17 @ 100
Supply Revenue Refunding
Bonds, 5.00% Due
7/1/2021
20. 285,000 Housing Authority of the A 3/1/05 @ 102 295,944 6.300 19,380
County of King, SF 9/1/15 @ 100
Washington, Pooled
Housing Refunding
Revenue Bonds, 6.80% Due
3/1/2026
---------- ---------- --------
$7,000,000 $6,660,847 $419,923
========== ========== ========
</TABLE>
The Notes following the Portfolios are an integral part of each Portfolio of
Securities.
A-10
<PAGE>
TAX EXEMPT SECURITIES TRUST
CALIFORNIA TRUST 150--PORTFOLIO OF SECURITIES AS OF JUNE 13, 1996
<TABLE>
<CAPTION>
COST OF YIELD ON ANNUAL
SECURITIES DATE OF INTEREST
AGGREGATE SECURITIES REPRESENTED RATINGS REDEMPTION TO TRUST DEPOSIT INCOME
PRINCIPAL BY PURCHASE CONTRACTS (1) PROVISIONS (2) (3)(4) (4) TO TRUST
--------- ------------------------ ------- ----------------- ---------- -------- --------
<C> <C> <S> <C> <C> <C> <C> <C>
1. $ 335,000 California Health AA 2/15/02 @ 101 $ 305,761 6.200% $ 18,592
Facilities Financing
Authority, Kaiser
Permanente Revenue
Bonds, 5.55%
Due 8/15/2025
2. 200,000 California Statewide AAA 5/1/05 @ 101 197,282 6.100 12,000
Communities Development SF 5/1/21 @ 100
Authority, Certificates
of Participation,
Gemological Institute of
America, Inc., Connie
Lee Insured, 6.00% Due
5/1/2025
3. 250,000 Central California Joint A* 2/1/03 @ 102 219,648 6.450 13,125
Powers, Health Financing SF 2/1/05 @ 100
Authority Certificates
of Participation,
Community Hospitals of
Central California
Project, 5.25% Due
2/1/2013
4. 500,000 Bell Community Housing A- 10/1/05 @ 102 501,930 6.350 32,000
Authority, California, SF 10/1/06 @ 100
Revenue Bonds,
Mobilehome Parks
Acquisition Project,
6.40% Due 10/1/2015
5. 250,000 Cerritos, California, A- 11/1/03 @ 102 242,242 6.300 15,125
Public Financing SF 11/1/14 @ 100
Authority Revenue Bonds,
Los Cerritos
Redevelopment Project
Loan, 6.05% Due
11/1/2020
6. 220,000 Contra Costa Community A 6/1/06 @ 102 207,790 6.450 13,200
College District, Contra SF 6/1/07 @ 100
Costa County,
California, Certificates
of Participation, Diablo
Valley College Student
Center Project, 6.00%
Due 6/1/2021
7. 265,000 Department of Water and AA- 10/15/03 @ 102 218,932 6.200 13,250
Power of the City of Los SF 10/15/25 @ 100
Angeles, California,
Electric Plant Revenue
Bonds, 5.00% Due
10/15/2033
8. 500,000 Palmdale Civic A -- 514,150 6.400 33,000
Authority, Los Angeles SF 9/1/25 @ 100
County, California,
Revenue Bonds, Merged
Redevelopment Project
Areas, 6.60%
Due 9/1/2034
9. 500,000 County of Riverside, A+p 6/1/99 @ 100 488,085 6.450 31,250
California, Asset SF 6/1/15 @ 100
Leasing Corporation,
Leasehold Revenue Bonds,
County of Riverside
Hospital Project, 6.25%
Due 6/1/2019
10. 500,000 San Bernardino County, A- 8/1/04 @ 102 441,590 6.400 27,500
California, Certificates SF 8/1/23 @ 100
of Participation,
Medical Center Financing
Project, 5.50% Due
8/1/2024
11. 480,000 San Gabriel Valley A* 2/1/03 @ 102 433,978 6.300 26,400
School Financing SF 2/1/15 @ 100
Authority, Los Angeles
County, California,
Lease Revenue Bonds,
Pomona Unified School
District Financing,
5.50% Due 2/1/2019
---------- ---------- --------
$4,000,000 $3,771,388 $235,442
========== ========== ========
</TABLE>
The Notes following the Portfolios are an integral part of each Portfolio of
Securities.
A-11
<PAGE>
TAX EXEMPT SECURITIES TRUST
NEW YORK TRUST 154--PORTFOLIO OF SECURITIES AS OF JUNE 13, 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. $ 500,000 The City of New York, A-** 2/15/05 @ 101 $ 461,550 6.600% $ 30,000
General Obligation SF 2/15/21 @ 100
Bonds, 6.00% Due
2/15/2025
2. 200,000 The City of New York, A-** 2/15/05 @ 101 199,338 6.650 13,250
General Obligation SF 2/15/20 @ 100
Bonds, 6.625% Due
2/15/2025
3. 200,000 New York City, Municipal A- 6/15/05 @ 100 181,758 6.200 11,000
Water Finance Authority, SF 6/15/21 @ 100
Water and Sewer System
Revenue Bonds, 5.50% Due
6/15/2023
4. 500,000 Dormitory Authority of Aa* 7/1/06 @ 102 486,755 6.200 30,000
the State of New York, SF 7/1/19 @ 100
Bishop Henry B. Hucles
Nursing Home, Inc.
Revenue Bonds, 6.00% Due
7/1/2024
5. 500,000 Dormitory Authority of A** 7/1/06 @ 102 437,980 6.450 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
6. 280,000 Dormitory Authority of A** 7/1/04 @ 102 256,956 6.400 15,750
the State of New York SF 7/1/11 @ 100
Revenue Bonds, Upstate
Community Colleges,
5.625% Due 7/1/2014
7. 250,000 Dormitory Authority of A** 5/15/04 @ 102 216,655 6.450 13,500
the State of New York, SF 5/15/14 @ 100
State University
Educational Facilities
Revenue Bonds, 5.40% Due
5/15/2023
8. 300,000 New York State Housing Aa* 8/15/02 @ 102 299,700 6.257 18,750
Finance Agency, Multi- SF 8/15/13 @ 100
Family Housing Revenue
Bonds, Secured Mortgage
Program, 6.25% Due
8/15/2023
9. 220,000 New York State Medical AAA 2/15/04 @ 102 198,499 6.100 11,825
Care Facilities Finance SF 2/15/12 @ 100
Agency, Hospital Insured
Mortgage Revenue
Refunding Bonds, 5.375%
Due 2/15/2025
10. 300,000 New York State Medical AAA 8/15/02 @ 102 302,337 6,318 19,125
Care Facilities Finance
Agency, Hospital and
Nursing Home FHA,
Insured Mortgage Revenue
Bonds, 6.375% Due
8/15/2029
11. 500,000 New York State Urban A** 1/1/04 @ 102 429,275 6.500 26,875
Development Corporation, SF 1/1/14 @ 100
Correctional Capital
Facilities Revenue
Bonds, 5.375% Due
1/1/2023
12. 250,000 Cayuga County, New York, AA 1/1/04 @ 102 246,828 6.100 15,000
Hospital Improvement SF 1/1/05 @ 100
Corporation,
Certificates of
Participation, Auburn
Memorial Hospital
Project, 6.00% Due
1/1/2021
---------- ---------- --------
$4,000,000 $3,717,631 $232,575
========== ========== ========
</TABLE>
The Notes following the Portfolios are an integral part of each Portfolio of
Securities.
A-12
<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 January 22,
1996, through June 13, 1996, with the final settlement date on June 19,
1996. The Profit to the Sponsor on Deposit totals $48,795, $42,807 and
$43,554 for the National Trust, California 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,
California Trust and New York Trust on June 13, 1996, was $6,611,847,
$3,743,388 and $3,689,631, respectively.
A-13
<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
(National Association), 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 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
B-2
<PAGE>
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,
makes 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") must 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 are experiencing 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 1994, approximately 87% of Puerto Rico's exports were to the
United States mainland, which was also the source of 69% of Puerto Rico's
imports. In fiscal 1994, Puerto Rico experienced a $4.3 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, 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 1994,
aggregate personal income was $25.7 billion ($21.6 billion in 1987 prices) and
personal income per capita was $7,047 ($5,902 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 1994
were $5.7 billion, of which $3.9 billion, or 68.9%, 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 1994 averaged 1,011,000.
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 was 16.0%. Puerto Rico's decade-long economic
expansion continued throughout the five-year period from fiscal 1990 through
fiscal 1994. Almost every sector of its economy was affected and record levels
of employment were achieved. Factors behind this expansion include Commonwealth
sponsored economic development programs, the relatively stable prices of oil
imports, the continued growth of the United States economy, periodic declines
in exchange value of the United States dollar and the relatively low cost of
borrowing during the period. The Puerto Rico Planning Board's most recent Gross
Product forecast for fiscal 1995 and fiscal 1996, made in February 1995, shows
increases to 2.9% and 2.7%, respectively. 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 1.3% over the same period of
fiscal 1993. 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 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
Insurance Department of the State of Wisconsin, and licensed to do business in
50 states, the District of Columbia, the territory of Guam and the Commonwealth
of Puerto Rico, with admitted assets of approximately $2,439,000,000 and
statutory capital of approximately $1,378,000,000 as of December 31, 1995.
AMBAC is a
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wholly-owned subsidiary of AMBAC Inc., a 100% publicly-held company. AMBAC has
entered into pro rata reinsurance agreements under which a percentage of the
insurance underwritten pursuant to certain municipal bond insurance programs of
AMBAC has been and will be assumed by a number of foreign and domestic
unaffiliated reinsurers.
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. After an initial public offering completed in February 1992 and the
sale by Merrill Lynch & Co. of its stake, EFSG is 49.8%-owned by the public,
29.9% by US West Financial Services, 14.1% by Manufacturers Life Insurance Co.
and 6.2% by senior management. 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 S&P during August 1993, but remains unrated by Moody's. As
of March 31, 1995 Asset Guaranty had admitted assets of approximately
$166,000,000 and policyholders' surplus of approximately $77,000,000.
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.
CGIC, a monoline bond insuror headquartered in San Francisco, California, was
established in November 1986 to assume the financial guaranty business of
United States Fidelity and Guaranty Company ("USF&G"). It is a wholly-owned
subsidiary of Capital Guaranty Corporation ("CGC") whose stock is owned by:
Constellation Investments, Inc., an affiliate of Baltimore Gas & Electric,
Fleet/Norstar Financial Group, Inc., Safeco Corporation, Sibag Finance
Corporation, an affiliate of Siemens AG, and USF&G, the 8th largest
property/casualty company in the U.S. as measured by net premiums written, and
CGC management. As of March 31, 1995, CGIC had total admitted assets of
approximately $309,000,000 and policyholders' surplus of approximately
$171,000,000.
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 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
December 31, 1995, its total admitted assets were approximately $214,031,429
and policyholders' surplus was approximately $110,443,108.
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.
FSA is a monoline property and casualty insurance company incorporated in New
York in 1984. It is a wholly-owned subsidiary of Financial Security Assurance
Holdings Ltd., which was acquired in December 1989 by US West, Inc., the
regional Bell Telephone Company serving the Rocky Mountain and Pacific
Northwestern states. U.S. West is currently seeking to sell FSA. FSA is
licensed to engage in the surety business in 42 states and the District of
Columbia. FSA is engaged exclusively in the business of writing financial
guaranty
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insurance on both tax-exempt and non-municipal securities. As of March 31,
1995, FSA had policyholders' surplus of approximately $341,000,000 and total
admitted assets of approximately $806,000,000.
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 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
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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".
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.
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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.
* * * * *
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
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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.
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.
B-14
<PAGE>
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.
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.
B-15
<PAGE>
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.
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
- -------
* 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>
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 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,
B-17
<PAGE>
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 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
B-18
<PAGE>
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.
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.
B-19
<PAGE>
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 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.
B-20
<PAGE>
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.
TRUSTEE
The Trustee is The Chase Manhattan Bank (National Association), 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 Comptroller of the Currency, 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
B-21
<PAGE>
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.
CALIFORNIA TRUST
RISK FACTORS--
Since the start of the 1990-91 fiscal year, California has faced the worst
economic, fiscal and budget conditions since the 1930s. Construction,
manufacturing (especially aerospace), exports and financial services, among
others, have all been severely affected. Job losses have been the worst of any
post-war recession and have been estimated to exceed 800,000. While the most
severe point of the recession has been estimated to have occurred in late 1993,
pre-recession job levels are not expected to be reached for several more years.
The recession has seriously affected State tax revenues, which basically
mirror economic conditions. It has also caused increased expenditures for
health and welfare programs. The State has also been facing a structural
imbalance in its budget with the largest programs supported by the General
Fund--K-12 schools and community colleges, health, welfare and corrections--
growing at rates higher than the growth rates for the principal revenue sources
of the General Fund. (The General Fund, the State's main operating fund,
consists of revenues which are not required to be credited to any other fund.)
As a result, the State has experienced recurring budget deficits. The State
Controller reports that expenditures exceeded revenues for four of the six
fiscal years ending with 1992-93, and were essentially equal in 1993-94.
According to the Department of Finance, the State has suffered a continuing
budget deficit of approximately $2.8 billion in the Special Fund for Economic
Uncertainties. (Special Funds account for revenues obtained from specific
revenue sources, and which are legally restricted to expenditures for specified
purposes.) The 1993-94 Budget Act incorporated a Deficit Reduction Plan to
repay this deficit over two years. The original budget for 1993-94 reflected
revenues which exceeded expenditures by approximately $2.8 billion. As a result
of continuing recession, the excess of revenues over expenditures for the 1993-
94 fiscal year was less than $300 million. Thus, the accumulated budget deficit
at June 30, 1994 was not able to be retired by June 30, 1995 as planned. When
the economy failed to recover sufficiently in 1993-94, a second two-year plan
was implemented in 1994-95. The accumulated budget deficits over the past
several years, together with expenditures for school funding which have not
been reflected in the budget, and the reduction of available internal
borrowable funds, have combined to significantly deplete the State's cash
resources to pay its ongoing expenses. In order to meet its cash needs, the
State has had to rely for several years on a series of external borrowings,
including borrowings past the end of a fiscal year.
Employment, income, and retail sales in the State have shown modest increases
over the past couple of years, indicating some recovery from recessionary
conditions. Between 1993 and 1994, nonagricultural employment in the State grew
by nearly 2 percent; personal income was up approximately 2.8 percent; and
retail sales increased over 6 percent. These increases notwithstanding, pre-
recession job levels are not expected to be reached until 1997.
On January 17, 1994 the Northridge Earthquake, measuring an estimated 6.8 on
the Richter Scale, struck Los Angeles. Significant property damage to private
and public facilities occurred in a four-county area including northern Los
Angeles County, Ventura County, and parts of Orange and San Bernardino
Counties, which were declared as State and federal disaster areas by January
18. Current estimates of total property damage (private and public) are in the
range of $15-20 billion, but these estimates are still subject to change.
However, much of the damage from the Northridge Earthquake will be compensated
by insurance or government aid. The remaining uncompensated losses total
several billion dollars, which is a small amount relative to the overall wealth
of the region. The earthquake's effects are therefore not expected to have a
material impact on the State's overall economic performance.
C-1
<PAGE>
Despite such damage, on the whole, the vast majority of structures in the
areas, including large manufacturing and commercial buildings and all modern
high-rise offices, survived the earthquake with minimal or no damage,
validating the cumulative effect of strict building codes and thorough
preparation for such emergency by the State and local agencies.
Together with the Federal Government, which is providing over $9.5 billion in
aid, the State is committed to assisting local governments, individuals and
businesses suffering damage caused by the earthquake, as well as to assisting
in the repair and replacement of State-owned facilities.
Sectors which are now contributing to California's recovery include
construction and related manufacturing, wholesale and retail trade,
transportation and several service industries such as amusements and
recreation, business services, and management consulting. Electronics is
showing modest growth and the rate of decline in aerospace manufacturing is
slowly diminishing. As a result of these factors, average 1994 non-farm
employment exceeded expectations and grew beyond 1993 levels.
On December 6, 1994, Orange County, California (the "County"), together with
its pooled investment funds (the "Pools"), filed for protection under Chapter 9
of the federal Bankruptcy Code. The bankruptcy was preceded by reports that the
Pools' investments had suffered significant losses, which caused a liquidity
crisis for the Pools and the County. Over 180 public entities, mostly located
in the County, were also depositors in the Pools. The Pools' loss has been
reported by the County at approximately $1.69 billion, which equals about 23
percent of their initial $7.5 billion deposits. Many entities with moneys
deposited in the Pools, including the County, suffered interim and/or extended
cash flow difficulties as a result of the bankruptcy filing and may be forced
to reduce programs or capital projects.
On May 2, 1995, the Bankruptcy Court approved a settlement agreement covering
claims of the other participating entities against the County and the Pools.
Most participants have received in cash 80% (90% for school districts) of their
Pools' investments with the balance to be paid in the future. The County
successfully deferred the repayment of $800 million in short-term obligations
due in July and August, 1995 until June 30, 1996 with the holders of such
obligations consenting to such deferral. This notwithstanding, Moody's and S&P
consider the notes to be in default. County voters rejected a proposal on June
27, 1995 for a temporary 0.5% increase in the local sales tax to replace
revenues lost after the Pools' investment losses. The County is presently
developing an alternative financial plan.
The State bears no existing obligation in connection with any of the
outstanding obligations or securities of the County or any of the other
participating entities. It may, however, be necessary for the State to
intervene if the County lacks sufficient resources to maintain County
administered State programs. In this regard, the State cannot predict what, if
any, action may occur. The Legislature is considering the County's new
financial plan and other proposals relating to the County bankruptcy, including
possible State oversight of County finances. None of the proposals, however,
presently involve any direct State financial support of the County.
1994-95 BUDGET
The 1994-95 Fiscal Year represented the fourth consecutive year the Governor
and Legislature were faced with a very difficult budget environment to produce
a balance budget. Many program cuts and budgetary adjustments have already been
made in the last three years. The Governor's May Revision to his Budget
proposal recognized that the accumulated deficit could not be repaid in one
year, and proposed a two-year solution. The May Revision set forth revenue and
expenditure forecasts and revenue and expenditure proposals which would result
in operating surpluses for the budget for both 1994-95 and 1995-96, and would
lead to the elimination of the accumulated deficit, estimated at about $2
billion at June 30, 1994, by June 30, 1996.
The 1994-95 Budget Act, signed by the Governor on July 8, 1994, projected
revenues and transfers of $41.9 billion, about $2.1 billion higher than
revenues in 1993-94. This reflected the Administration's forecast of an
improved economy. Also included in this figure was the projected receipt of
about $360 million from the Federal Government to reimburse the State for the
cost of incarcerating undocumented immigrants. The Legislature took no action
on a proposal in the Governor's January Budget to undertake expansion of the
transfer of certain programs to counties, which would also have transferred to
counties 0.5% of the State's current sales tax. The Budget Act projected
Special Fund revenues of $12.1 billion, a decrease of 2.4% from 1993-94
estimated levels.
The 1994-95 Budget Act projected General Fund expenditures of $40.9 billion,
an increase of $1.6 billion over 1993-94. The Budget Act also projected Special
Fund expenditures of $13.7 billion, a 5.4% increase over 1993-94 estimated
expenditures. The principal features of the Budget Act were the following:
1. Reductions of approximately $1.1 billion in health and welfare
programs.
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2. A General Fund increase of approximately $38 million in support for
the University of California and $65 million for the California State
University. It was anticipated that student fees for both the U.C. and the
C.S.U. would increase up to 10%.
3. Proposition 98 funding for K-14 schools was increased by $526 million
from the 1993-94 levels, representing an increase for enrollment growth and
inflation. Consistent with previous budget agreements, Proposition 98
funding provided approximately $4,217 per student for K-12 schools, equal
to the level in the prior three years.
4. Legislation enacted with the Budget Act clarified laws passed in 1992
and 1993 requiring counties and other local agencies to transfer funds to
local school districts, thereby reducing State aid. Some counties had
implemented programs providing less moneys to schools if there were
redevelopment agencies projects. The legislation banned this method of
transfers. If all counties had implemented this method, General Fund aid to
K-12 schools would have increased by $300 million in each of the 1994-95
and 1995-96 Fiscal Years.
5. The Budget Act provided funding for anticipated growth in the State's
prison inmate population, including provisions for implementing recent
legislation (the so-called "Three Strikes" law) which requires mandatory
life sentences for certain third-time felony offenders.
6. Additional miscellaneous cuts ($500 million) and fund transfers ($255
million) totalling in the aggregate approximately $755 million.
The 1994-95 Budget Act contained no tax increases. Under legislation enacted
for the 1993-94 Budget, the renters' tax credit was suspended for 1993 and
1994. A ballot proposition to permanently restore the renters' credit after
this year failed at the June 1994 election. The Legislature enacted a further
one-year suspension of the renters' tax credit, saving about $390 million in
the 1995-96 Fiscal Year. The 1994-95 Budget assumed that the State would use a
cash flow borrowing program in 1994-95 which would combine one-year notes and
warrants. Issuance of the warrants would allow the State to defer repayment of
approximately $1 billion of its accumulated budget deficit into the 1995-96
Fiscal Year.
May 1995 reports by the Department of Finance indicate that General Fund
revenues for the 1994-95 Fiscal Year exceeded projections, and expenditures
were lower than projected due to slower than anticipated health/welfare
caseload growth and school enrollments. The overall effect was to improve the
budget by approximately $500 million, leaving an estimated deficit of about
$630 million as of June 30, 1995.
Department of Finance analysis of the 1994-95 Fiscal Year budget indicates
that approximately $98 million was appropriated for the State to offset costs
of incarcerating illegal immigrants, in contrast to the $356 million assumed
for this purpose by the State's 1994-95 Budget Act. Approximately $33 million
of these funds were estimated to be received by the State during the 1994-95
Fiscal Year, with the remainder to be received the following fiscal year.
Departing from 1994-95 Fiscal Year assumptions, it does not appear that the
federal budget contains any of the $400 million in additional funding for
refugee assistance and health costs. However, the Department of Finance expects
that the State will continue its efforts to obtain all or a portion of these
federal funds.
1995-96 BUDGET
The state began the 1995-96 Fiscal Year with strengthening revenues based on
an improving economy and the smallest nominal "budget gap" to be closed in many
years.
The 1995-96 Budget Act, signed by the Governor on August 3, 1995, projects
General Fund revenues and transfers of $44.1 billion, about $2.2 billion higher
than projected revenues in 1994-95. The Budget Act projects Special Fund
revenues of $12.7 billion, an increase from $12.1 billion projected in 1994-95.
The 1995-96 Budget Act projects General Fund expenditures and transfers of
$43.4 billion, an increase of $168 million over 1994-95. The Budget Act also
projects Special Fund expenditures of $13.4 billion, a decrease of $700 million
from 1994-95 projected expenditures. The principal features of the Budget Act
were the following:
1. Proposition 98 funding for schools and community colleges will
increase by about $1 billion (General Fund) and $1.2 billion total above
revised 1994-95 levels. Because of higher than projected revenues in 1994-
95, an additional $543 million is appropriated to the 1994-95 Proposition
98 entitlement. A significant component of this amount is a block grant of
about $54 per pupil for any one-time purpose. Per-pupil expenditures are
projected to increase by another $126 in 1995-96 to $4,435. A full 2.7%
cost of living allowance is funded for the first time in several years. The
budget compromise anticipates a settlement of the CTA v. Gould litigation.
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2. Cuts in health and welfare costs totaling about $900 million, some of
which would require federal legislative approval.
3. A 3.5% increase in funding for the University of California ($90
million General Fund) and the California State University system ($24
million General Fund).
4. The Budget assumes receipt of $473 million in new federal aid for
costs of illegal immigrants, in excess of federal government commitments.
This amount is considerably less than the Summer 1994 two-year budget
proposal estimate, and is somewhat lower than the estimate in the January
1995 Governor's Budget.
5. General Fund support for the Department of Corrections is increased by
about 8 percent over 1994-95, reflecting estimates of increased prison
population. This amount is less than was proposed in the Governor's Budget.
THE FOREGOING DISCUSSION OF THE 1993-94, 1994-95 AND 1995-96 FISCAL YEAR
BUDGETS IS BASED IN LARGE PART ON STATEMENTS MADE IN A RECENT "PRELIMINARY
OFFICIAL STATEMENT" DISTRIBUTED BY THE STATE OF CALIFORNIA. IN THAT DOCUMENT,
THE STATE INDICATED THAT ITS DISCUSSION OF THE 1994-95 FISCAL YEAR BUDGET IS
BASED ON ESTIMATES AND PROJECTIONS OF REVENUES AND EXPENDITURES FOR THE CURRENT
FISCAL YEAR AND MUST NOT BE CONSTRUED AS STATEMENTS OF FACT. THE STATE NOTED
FURTHER THAT THE ESTIMATES AND PROJECTIONS ARE BASED UPON VARIOUS ASSUMPTIONS
WHICH MAY BE AFFECTED BY NUMEROUS FACTORS, INCLUDING FUTURE ECONOMIC CONDITIONS
IN THE STATE AND THE NATION, AND THAT THERE CAN BE NO ASSURANCE THAT THE
ESTIMATES WILL BE ACHIEVED.
STATE APPROPRIATIONS LIMIT
The State is subject to an annual appropriations limit imposed by Article
XIIIB of the State Constitution (the "Appropriations Limit"), and is prohibited
from spending "appropriations subject to limitation" in excess of the
Appropriations Limit. Article XIIIB, originally adopted in 1979, was modified
substantially by Propositions 98 and 111 in 1988 and 1990, respectively.
"Appropriations subject to limitation" are authorizations to spend "proceeds of
taxes," which consist of tax revenues and certain other funds, including
proceeds from regulatory licenses, user charges or other fees to the extent
that such proceeds exceed the reasonable cost of providing the regulation,
product or service. The Appropriations Limit is based on the limit for the
prior year, adjusted annually for certain changes, and is tested over
consecutive two-year periods. Any excess of the aggregate proceeds of taxes
received over such two-year period above the combined Appropriation Limits for
those two years is divided equally between transfers to K-14 districts and
refunds to taxpayers.
Exempted from the Appropriations Limit are debt Service costs of certain
bonds, court or federally mandated costs, and, pursuant to Proposition 111,
qualified capital outlay projects and appropriations or revenues derived from
any increase in gasoline taxes and motor vehicle weight fees above January 1,
1990 levels. Some recent initiatives were structured to create new tax revenues
dedicated to specific uses and expressly exempted from the Article XIIIB
limits. The Appropriations Limit may also be exceeded in cases of emergency
arising from civil disturbance or natural disaster declared by the Governor and
approved by two-thirds of the Legislature. If not so declared and approved, the
Appropriations Limit for the next three years must be reduced by the amount of
the excess.
Article XIIIB, as amended by Proposition 98 on November 8, 1988, also
establishes a minimum level of state funding for school and community college
districts and requires that excess revenues up to a certain limit be
transferred to schools and community college districts instead of returned to
the taxpayers. Determination of the minimum level of funding is based on
several tests set forth in Proposition 98. During fiscal year 1991-1992
revenues were smaller than expected, thus reducing the payment owed to schools
in 1991-92 under alternate "test" provisions. In response to the changing
revenue situation, and to fully fund the Proposition 98 guarantee in the 1991-
1992 and 1992-1993 fiscal years without exceeding it, the Legislature enacted
legislation to reduce 1991-92 appropriations. The amount budgeted to schools
but which exceeded the reduced appropriation was treated as a non-Proposition
98 short-term loan in 1991-92. As part of the 1992-93 Budget, $1.083 billion of
the amount budgeted to K-14 schools was designated to "repay" the prior year
loan, thereby reducing cash outlays in 1992-93 by that amount. To maintain per-
average daily attendance ("ADA") funding, the 1992-93 Budget included loans of
$732 million to K-12 schools and $241 million to community colleges, to be
repaid from future Proposition 98 entitlements. The 1993-94 Budget also
provided new loans of $609 million to K-12 schools and $178 million to
community colleges to maintain ADA funding. These loans have been combined with
the 1992-93 fiscal year loans into one loan of $1.760 billion, to be repaid
from future years' Proposition 98 entitlements, and conditioned upon
maintaining current funding levels per pupil at K-12 schools.
A Sacramento County Superior Court in California Teachers' Association, et
al. v Gould, et al., has ruled that the 1992-93 loans to K-12 schools and
community colleges violate Proposition 98. As part of the negotiations leading
to the 1995-96 Budget Act, an oral agreement was reached to settle this case.
It is expected that a formal settlement reflecting these conditions will be
entered into in the
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near future. The oral agreement provides that both the State and K-14 schools
share in the prepayment of prior years' emergency loans to schools. Of the
total $1.76 billion in loans, the State will repay $935 million, while schools
will repay $825 million. The State's share of the repayment will be reflected
as expenditures above the current Proposition 98 base calculation. The schools'
share of the repayment will count as appropriations that count toward
satisfying the Proposition 98 Guarantee, or from "below" the current base.
Repayments are spread over the eight-year period of 1994-95 through 2001-02 to
mitigate any adverse fiscal impact. Once a court settlement is reached, and the
Director of Finance certifies that such a settlement has occurred, $360 million
in appropriations to schools will be disbursed in August 1996.
The 1994-95 Budget Act appropriated $14.4 billion of Proposition 98 funds for
K-14 schools, exceeding the minimum Proposition 98 guaranty by $8 million to
maintain K-12 funds per pupil at $4,217. Based upon State revenues, growth
rates and inflation factors the 1994-95 Budget Act appropriated an additional
$286 million within Proposition 98 for the 1993-94 fiscal year to reflect a
need in appropriations for school district and county officers of education, as
well as an anticipated deficiency in special education funding. The 1995-96
Budget Act appropriated $16.4 billion of Proposition 98 funds for K-12
education.
Because of the complexities of Article XIIIB, the ambiguities and possible
inconsistencies in its terms, the applicability of its exceptions and
exemptions and the impossibility of predicting future appropriations, the
Sponsor cannot predict the impact of this or related legislation on the bonds
in the Trust Portfolio. Other Constitutional amendments affecting state and
local taxes and appropriations have been proposed from time to time. If any
such initiatives are adopted, the state could be pressured to provide
additional financial assistance to local governments or appropriate revenues as
mandated by such initiatives. Propositions such as Proposition 98 and others
that may be adopted in the future, may place increasing pressure on the State's
budget over future years, potentially reducing resources available for other
State programs, especially to the extent that the Article XIIIB spending limit
would restrain the State's ability to fund such other programs by raising
taxes.
STATE INDEBTEDNESS
As of August 1, 1995, the State had over $18.93 billion aggregate amount of
its general obligation bonds outstanding. General obligation bond
authorizations in an aggregate amount of approximately $2.81 billion remained
unissued as of August 1, 1995. The State also builds and acquires capital
facilities through the use of lease purchase borrowing. As of August 1, 1995,
the State had approximately $5.56 billion of outstanding Lease-Purchase Debt.
In addition to the general obligation bonds, State agencies and authorities
had approximately $18.98 billion aggregate principal amount of revenue bonds
and notes outstanding as of June 30, 1995. Revenue bonds represent both
obligations payable from State revenue-producing enterprises and projects,
which are not payable from the General Fund, and conduit obligations payable
only from revenues paid by private users of facilities financed by such revenue
bonds. Such enterprises and projects include transportation projects, various
public works and exposition projects, educational facilities (including the
California State University and University of California systems), housing,
health facilities and pollution control facilities.
LITIGATION
The State is a party to numerous legal proceedings, many of which normally
occur in governmental operations. In addition, the State is involved in certain
other legal proceedings that, if decided against the State, might require the
State to make significant future expenditures or impair future revenue sources.
Examples of such cases include challenges to certain vehicle license fees and
challenges to the State's use of Public Employee Retirement System funds to
offset future State and local pension contributions. Other cases which could
significantly impact revenue or expenditures involve challenges of payments of
wages under the Fair Labor Standards Act, the method of determining gross
insurance premiums involving health insurance, property tax challenges,
challenges of transfer of moneys from State Treasury special fund accounts to
the State's General Fund pursuant to 1991, 1992, 1993 and 1994 Budget Acts.
Because of the prospective nature of these proceedings, it is not presently
possible to predict the outcome of such litigation or estimate the potential
impact on the ability of the State to pay debt service on its obligation.
RATINGS
On July 15, 1994, Standard & Poor's Corporation ("Standard & Poor's"),
Moody's Investors Service, Inc. ("Moody's"), and Fitch Investors Service, Inc.
("Fitch") all downgraded their ratings of California's general obligation
bonds. These bonds are usually sold in 20- to 30-year increments and used to
finance the construction of schools, prisons, water systems and other projects.
The ratings were
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reduced by Standard & Poor's from "A+" to "A", by Moody's from "Aa" to "A1",
and by Fitch from "AA" to "A". Since 1991, when it had a "AAA" rating, the
State's rating has been downgraded three times by all three ratings agencies.
All three agencies cite the 1994-95 Budget Act's dependence on a "questionable"
federal bailout to pay for the cost of illegal immigrants, the Proposition 98
guaranty of a minimum portion of State revenues for kindergarten through
community college, and the persistent deficit requiring more borrowing as
reasons for the reduced rating. Another concern was the State's reliance on a
standby mechanism which could trigger across-the-board reductions in all State
programs, and which could disrupt State operations, particularly in fiscal year
1995-96. However, a Standard & Poor's spokesman stated that, although the
lowered-ratings means California is a riskier borrower, Standard & Poor's
anticipates that the State will pay off its debts and not default. There can be
no assurance that such ratings will continue for any given period of time or
that they will not in the future be further revised.
Fitch upgraded its rating of California's general obligation bonds from "A"
to "A+" on February 26, 1996. No rating change was made, however, by either
Moody's or Standard & Poor's as of that date.
As a result of Orange County's Chapter 9 bankruptcy filing on December 6,
1994, Moody's suspended the county's bond ratings until January 6, 1995, when
it reinstated them at a rating of "Caa." On December 6, 1994, Standard & Poor's
cut its rating of all Orange County debt from "AA-" to "CCC", a level below
investment grade and an indication of high risk and uncertainty, and on
December 8, 1994, Standard & Poor's further reduced its rating to "D"
indicating default status. Fitch does not rate Orange County bonds. It is
anticipated that as Orange County's credit and bond ratings fall, it will have
difficulty in getting loans or selling its bonds to raise money. Additionally,
the County's bankruptcy filing could affect about 180 municipalities, school
districts and other municipal entities which entrusted billions of dollars to
Orange County to invest. Standard & Poor's has informed such entities that they
have been placed on negative credit watch, the usual step prior to a downgrade
of credit rating.
The Sponsor believes the information summarized above describes some of the
more significant aspects relating to the California Trust. The sources of such
information are Preliminary Official Statements and Official Statements
relating to the State's general obligation bonds and the State's revenue
anticipation notes, or obligations of other issuers located in the State of
California, or other publicly available documents. Although the Sponsor has not
independently verified this information, it has no reason to believe that such
information is not correct in all material respects.
CALIFORNIA TAXES --
In the opinion of Adams, Duque & Hazeltine, Los Angeles, California, special
counsel on California tax matters, under existing law:
The California Trust is not an association taxable as a corporation under
the income tax laws of the State of California;
The income, deductions and credits against tax of the California Trust
will be treated as the income, deductions and credits against tax of the
holders of Units in the California Trust under the income tax laws of the
State of California;
Interest on the bonds held by the California Trust to the extent that
such interest is exempt from taxation under California law will not lose
its character as tax-exempt income merely because that income is passed
through to the holders of Units; however, a corporation subject to the
California franchise tax is required to include that interest income in its
gross income for purposes of determining its franchise tax liability;
Each holder of a Unit in the California Trust will have a taxable event
when the California Trust disposes of a bond (whether by sale, exchange,
redemption, or payment at maturity) or when the Unit holder redeems or
sells his Units. The total tax cost of each Unit to a holder of a Unit in
the California Trust is allocated among each of the bond issues held in the
California Trust (in accordance with the proportion of the California Trust
comprised by each bond issue) in order to determine the holder's per Unit
tax cost for each bond issue, and the tax cost reduction requirements
relating to amortization of bond premium will apply separately to the per
Unit tax cost of each bond issue. Therefore, under some circumstances, a
holder of a Unit may realize taxable gain when the California Trust which
issued such Unit disposes of a bond or the holder's Units are sold or
redeemed for an amount equal to or less than his original cost of the bond
or Unit;
Each holder of a Unit in the California Trust is deemed to be the owner
of a pro rata portion of the California Trust under the personal property
tax laws of the State of California; and
Each Unit holder's pro rata ownership of the bonds held by the California
Trust, as well as the interest income therefrom, is exempt from California
personal property taxes.
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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.
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
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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 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.
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. Such financing program is likely to be reduced as
part of the City's effort to avoid conflict with the forecast level of the
constitutional restrictions on the amount of debt the City is authorized to
issue. 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.
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. It is likely that the Financial Plan will be
changed significantly in connection with the preparation of the Executive
Budget for the 1997 fiscal year as a result of the status of State and Federal
budget proposals and other factors. The City was expected to submit the
Executive Budget to the City Council in early May 1996.
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 $20.0 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.
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".
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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.
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 sufflcient 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 City Comptroller issued a report on the Financial
Plan. The report projects that there remains $408 million of $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. In a subsequent report, the City comptroller increased
the risks for the 1996 fiscal year by $32 million. The report also noted that
the City may be required to implement additional cash management actions and
delay payments to vendors if the Federal budget impasse continues and the State
budget process is delayed. In addition, the report noted that tax revenues
between July 1995 and February 1996 were $82.1 million below the Financial Plan
projections and that tax revenues were $10.8 million below the Financial Plan
projections for the month of February 1996, due principally to lower than
forecast general property tax receipts, which were partially offset by greater
than forecast personal income tax revenues.
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 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.
C-9
<PAGE>
On March 15, 1996, the staff of the Control Board issued a report on the
Financial Plan. The report identified risks totaling $384 million for the 1996
fiscal year, including $109 million in uncertain State aid to be received by
BOE and $130 million of the projected $150 million in budget relief from MAC
which had not yet been agreed to by MAC. In addition to these risks, the report
noted that the City must successfully implement major initiatives, including
the sale of the City's television station, and the proposed property tax lien
sale and the sale of a pool of mortgages. With respect to the 1997 fiscal year,
the report projects that the City must resolve budget problems of $1.7 billion
in the 1997 fiscal year and over $2.8 billion in the 1998 fiscal year, $3.5
billion in the 1999 fiscal year and $4.6 billion in fiscal year 2000. The
projected gaps for the 1997 and subsequent fiscal years result primarily from
uncertainties concerning the ability of BOE to implement actions necessary to
achieve a balanced budget; proposed sales of assets in the 1997 fiscal year,
including the City's parking meters; projected Medicaid entitlement reductions
from the State's assumption of certain Medicaid costs, to be funded by a change
in the Federal Medicaid matching rate formula; the projected receipt of
retroactive and increased lease payments for the City's two airports; and the
possibility of larger than forecast overtime costs. In addition, the report
noted that BOE has estimated that it could lose additional funding of up to
$453 million in the 1997 fiscal year due to reductions in Federal and State
aid.
The Control Board's report concluded that, in spite of the large gap-closing
efforts of the past several years, the City's finances have continued to
deteriorate, that revenue growth is insufficient to support planned
expenditures over the term of the Financial Plan, and that the City continues
to rely heavily on non-recurring actions to balance its budget. The report
identified several factors underlying the City's fiscal problems, including
sluggish revenue growth, which is projected to be below the rate of inflation,
a decline in the real value of Federal and State aid relative to the size of
the City's budget, and the projected growth rate of expenditures, which exceeds
the rate of inflation after the 1997 fiscal year due to the impact of recent
labor settlements, the cost of fringe benefits and growth in Medicaid and debt
service costs. The report stated that the City is at a significant crossroads,
facing a growing gap between revenues and expenditures and approaching its
constitutional borrowing limit, with prospects of receiving additional State
and Federal assistance uncertain.
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.
On April 3, 1996, the State announced that the General Fund for the State's
1996 fiscal year is expected to be balanced on a cash basis, with an operating
surplus of $445 million.
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
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<PAGE>
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.
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.
C-11
<PAGE>
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 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
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<PAGE>
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.
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.
C-13
<PAGE>
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 CALIFORNIA
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>
$0-9,662 15.85% 4.75% 5.35% 5.94% 6.54% 7.13% 7.72%
$9,663-22,898 16.70 4.80 5.40 6.00 6.60 7.20 7.80
$22,899-36,136 18.40 4.90 5.51 6.13 6.74 7.35 7.97
$36,137-40,100 20.10 5.01 5.63 6.26 6.88 7.51 8.14
$40,101-50,166 32.32 5.91 6.65 7.39 8.13 8.87 9.60
$50,167-63,400 33.76 6.04 6.79 7.55 8.30 9.06 9.81
$63,401-96,900 34.70 6.13 6.89 7.66 8.42 9.19 9.95
$96,901-117,950 37.42 6.39 7.19 7.99 8.79 9.59 10.39
$117,951-147,700 38.26 6.48 7.29 8.10 8.91 9.72 10.53
$147,701-219,872 42.93 7.01 7.89 8.76 9.64 10.51 11.39
$219,873-263,750 43.37 7.06 7.95 8.83 9.71 10.60 11.48
$263,751-439,744 46.71 7.51 8.44 9.38 10.32 11.26 12.20
Over $439,744 47.30 7.59 8.54 9.49 10.44 11.39 12.33
<CAPTION>
SINGLE RETURN
<S> <C> <C> <C> <C> <C> <C> <C>
$0-4,831 15.85% 4.75% 5.35% 5.94% 6.54% 7.13% 7.72%
$4,832-11,449 16.70 4.80 5.40 6.00 6.60 7.20 7.80
$11,500-18,068 18.40 4.90 5.51 6.13 6.74 7.35 7.97
$18,069-24,000 20.10 5.01 5.63 6.26 6.88 7.51 8.14
$24,001-25,083 32.32 5.91 6.65 7.39 8.13 8.87 9.60
$25,084-31,700 33.76 6.04 6.79 7.55 8.30 9.06 9.81
$31,701-58,150 34.70 6.13 6.89 7.66 8.42 9.19 9.95
$58,151-109,936 37.42 6.39 7.19 7.99 8.79 9.59 10.39
$109,937-117,950 37.90 6.44 7.25 8.05 8.86 9.66 10.47
$117,951-121,300 38.74 6.53 7.35 8.16 8.98 9.79 10.61
$121,301-219,872 43.37 7.06 7.95 8.83 9.71 10.60 11.48
$219,873-263,750 44.00 7.14 8.04 8.93 9.82 10.71 11.61
Over $263,750 47.30 7.59 8.54 9.49 10.44 11.39 12.33
</TABLE>
- -------
* The amounts shown represent 1996 Federal tax rates and 1995 California tax
rates. California has not yet published 1996 tax rates. The income amount
shown is income subject to Federal income tax reduced by adjustments to
income, exemptions, and itemized deductions (including the deduction for
state income tax). If the standard deduction had been taken for Federal
income tax purposes in order to reach the amount shown in the table, the
taxable equivalent yield required to equal a specified tax-exempt yield would
be at least as great as that shown in the table. It is assumed that the
investor is not subject to the alternative minimum tax. Where applicable,
investors should take into account the provisions of the Code under which the
benefit of certain itemized deductions and the benefit of personal exemptions
are limited in the case of higher income individuals. Under the Code, an
individual taxpayer with adjusted gross income in excess of a $117,950
threshold amount is subject to an overall limitation on certain itemized
deductions, requiring a reduction equal to the lesser of (i) 3% of adjusted
gross income in excess of the $117,950 threshold amount or (ii) 80% of the
amount of such itemized deductions otherwise allowable. The benefit of each
personal exemption is phased out for married taxpayers filing a joint return
with adjusted gross income in excess of $176,950 and for single taxpayers
with adjusted gross income in excess of $117,950. Personal exemptions are
phased out at the rate of two percentage points for each $2,550 (or fraction
thereof) of adjusted gross income in excess of the applicable threshold
amount. California has adopted provisions corresponding to the Federal law
provisions limiting the benefit of certain itemized deductions and phasing
out the benefit of personal exemptions. However, the California threshold
amounts and percentage reductions differ from those applicable under Federal
law. The Federal and California tax brackets, the threshold amounts at which
itemized deductions are subject to reduction, and the range over which
personal exemptions are phased out will be adjusted for inflation.
C-14
<PAGE>
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.
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-15
<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-16
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-19
SPONSOR.................................................................... B-20
LIMITATIONS ON LIABILITY.................................................. B-21
RESPONSIBILITY............................................................ B-21
RESIGNATION............................................................... B-21
TRUSTEE.................................................................... B-21
LIMITATIONS ON LIABILITY.................................................. B-21
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
------------
15,000 UNITS
------------
Prospectus
Dated June 14, 1996
------------
SPONSOR
SMITH BARNEY INC.
388 GREENWICH STREET
23RD FLOOR
NEW YORK, NEW YORK 10013
(800) 223-2532
<PAGE>
PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
A. The following information relating to the Depositor is incorporated by
reference to the SEC filings indicated and made a part of this Registration
Statement.
<TABLE>
<CAPTION>
SEC FILE OR
IDENTIFICATION NO.
------------------
<S> <C>
I. Bonding Arrangements and Date of Organization of
the Depositor filed pursuant to Items A and B of
Part II of the Registration Statement on
Form S-6 under the Securities Act of 1993:
Smith Barney Inc. 2-55436
II. Information as to Officers and Directors of the
Depositor filed pursuant to Schedules A and D of
Form BD under Rules 15b1-1 and 15b3-1 of the
Securities Exchange Act of 1934:
Smith Barney Inc. 8-8177
III. Charter documents of the Depositor filed as
Exhibits to the Registration Statement on
Form S-6 under the Securities Act of 1933
(Charter, By-Laws):
Smith Barney Inc. 33-65332, 33-36037
B. The Internal Revenue Service Employer
Identification Numbers of the Sponsor and Trustee
are as follows:
Smith Barney Inc. 13-1912900
The Chase Manhattan Bank (National Association) 13-2633612
</TABLE>
UNDERTAKING
The Sponsor undertakes that it will not instruct the Trustee to accept from
(i) any insurance company affiliated with the Sponsor, in settlement of any
claim, less than an amount sufficient to pay any principal or interest (and, in
the case of a taxability redemption, premium) then due on any Security in
accordance with the municipal bond guaranty insurance policy attached to that
Security or (ii) any affiliate of the Sponsor who has any obligation with
respect to any Security, less than the full amount due pursuant to the
obligation, unless those instructions have been approved by the Securities and
Exchange Commission pursuant to Rule 17d-1 under the Investment Company Act of
1940.
II-1
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
THE REGISTRATION STATEMENT ON FORM S-6 COMPRISES THE FOLLOWING PAPERS AND
DOCUMENTS:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-Reference
Sheet to the Registration Statement of Tax Exempt Securities Trust, Series
384, 1933 Act File No. 33-50915).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
Consent of Independent Auditors.
The following exhibits:
<TABLE>
<C> <S>
1.1 --Form of Trust Indenture and Agreement (incorporated by reference to
Exhibit 4.a to the Registration Statement of Tax Exempt Securities
Trust, Series 265, 1933 Act File No. 33-15123).
1.1.1 --Form of Reference Trust Agreement (incorporated by reference to
Exhibit 1.1.1 of Tax Exempt Securities Trust, National Trust 208, 1933
Act File No. 33-58591).
1.2 --Form of Agreement Among Underwriters (incorporated by reference to
Exhibit 99 to the Registration Statement of Tax Exempt Securities
Trust, Series 384, 1933 Act File No. 33-50915).
2.1 --Form of Certificate of Beneficial Interest (included in Exhibit 1.1).
3.1 --Opinion of counsel as to the legality of the securities being issued
including their consent to the use of their name under the headings
"Taxes", "Legal Opinion" and "New York Taxes" in the Prospectus.
3.2 --Opinion of special California counsel.
4.1 --Consent of the Evaluator.
5.1 --Consent of KPMG Peat Marwick LLP.
</TABLE>
II-2
<PAGE>
SIGNATURES
The registrant, Tax Exempt Securities Trust, National Trust 219, California
Trust 150, and New York Trust 154, hereby identifies Series 1, Series 357 and
National Trust 208 of the Tax Exempt Securities Trust for purposes of the
representations required by Rule 487 and represents the following:
(1) That the portfolio securities deposited in the series as to the
securities of which this Registration Statement is being filed do not
differ materially in type or quality from those deposited in such previous
series;
(2) That, except to the extent necessary to identify the specific
portfolio securities deposited in, and to provide essential financial
information for, the series with respect to the securities of which this
Registration Statement is being filed, this Registration Statement does not
contain disclosures that differ in any material respect from those
contained in the registration statements for such previous series as to
which the effective date was determined by the Commission or the staff; and
(3) That is has complied with Rule 460 under the Securities Act of 1933.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT THERETO TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW
YORK, AND STATE OF NEW YORK, ON THE 13TH DAY OF JUNE, 1996.
Signatures appear on page II-4.
A majority of the members of the Board of Directors of Smith Barney Inc. has
signed this Registration Statement or Amendment to the Registration Statement
pursuant to Powers of Attorney authorizing the person signing this Registration
Statement or Amendment to the Registration Statement to do so on behalf of such
members.
II-3
<PAGE>
Smith Barney Inc., Depositor
/s/ George S. Michinard, Jr.
By .................................
(GEORGE S. MICHINARD, JR.)
By the following persons*, who
constitute a majority of the
directors of Smith Barney Inc.:
Steven D. Black
James S. Boshart III
Robert A. Case
James Dimon
Robert Druskin
Jeffrey B. Lane
Robert H. Lessin
/s/ George S. Michinard, Jr.
By ..................................
(GEORGE S. MICHINARD, JR.,
ATTORNEY-IN-FACT)
- --------
* Pursuant to Powers of Attorney filed under the 1933 Act file Numbers 33-
56722 and 33-51999.
II-4
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
STATEMENTS OF FINANCIAL CONDITIONS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000943242
<NAME> NATIONAL TRUST 219
<SERIES>
<NUMBER> 1
<NAME> NATIONAL TRUST 219
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JUN-13-1996
<PERIOD-END> JUN-13-1996
<INVESTMENTS-AT-COST> 6,660,847
<INVESTMENTS-AT-VALUE> 6,660,847
<RECEIVABLES> 116,855
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 17,500
<TOTAL-ASSETS> 6,795,202
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 134,355
<TOTAL-LIABILITIES> 134,355
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 6,660,847
<SHARES-COMMON-STOCK> 7,000
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 6,660,847
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,000
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 6,660,847
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
STATEMENTS OF FINANCIAL CONDITIONS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000943268
<NAME> CALIFORNIA TRUST 150
<SERIES>
<NUMBER> 1
<NAME> CALIFORNIA TRUST 150
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JUN-13-1996
<PERIOD-END> JUN-13-1996
<INVESTMENTS-AT-COST> 3,771,388
<INVESTMENTS-AT-VALUE> 3,771,388
<RECEIVABLES> 53,201
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 10,000
<TOTAL-ASSETS> 3,834,589
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 63,201
<TOTAL-LIABILITIES> 63,201
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,771,388
<SHARES-COMMON-STOCK> 4,000
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 3,771,388
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,000
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 3,771,388
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
STATEMENTS OF FINANCIAL CONDITIONS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000943248
<NAME> NEW YORK TRUST 154
<SERIES>
<NUMBER> 1
<NAME> NEW YORK TRUST 154
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JUN-13-1996
<PERIOD-END> JUN-13-1996
<INVESTMENTS-AT-COST> 3,717,631
<INVESTMENTS-AT-VALUE> 3,717,631
<RECEIVABLES> 88,776
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 10,000
<TOTAL-ASSETS> 3,816,407
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 98,776
<TOTAL-LIABILITIES> 98,776
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,717,631
<SHARES-COMMON-STOCK> 4,000
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 3,717,631
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,000
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 3,717,631
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<PAGE>
EXHIBIT 3.1
BATTLE FOWLER LLP
A LIMITED LIABILITY PARTNERSHIP
PARK AVENUE TOWER
75 EAST 55TH STREET
NEW YORK, N.Y. 10022
(212) 856-7000
June 13, 1996
Smith Barney Inc.
Unit Trust Department
388 Greenwich Street, 23rd Floor
New York, New York 10013
RE: TAX EXEMPT SECURITIES TRUST, NATIONAL TRUST 219, CALIFORNIA TRUST 150 AND
NEW YORK TRUST 154
Dear Sirs:
We have acted as special counsel for Smith Barney Inc. as Depositor, Sponsor
and Principal Underwriter (the "Depositor") of Tax Exempt Securities Trust,
National Trust 219, California Trust 150 and New York Trust 154 (collectively,
the "Trusts") in connection with the deposit of securities (the "Securities")
therein pursuant to the Trust Agreements referred to below, by which the Trusts
were created and under which the units of fractional undivided interest
(collectively, the "Units") have been issued. Pursuant to the Trust Agreements
the Depositor has transferred to the Trusts certain long-term bonds and
contracts to purchase certain long-term bonds together with irrevocable letters
of credit to be held by the Trustee upon the terms and conditions set forth in
the Trust Agreements. (All bonds to be acquired by the Trusts are collectively
referred to as the "Bonds".)
In connection with our representation, we have examined the originals or
certified copies of the following documents relating to the creation of the
Trusts, the deposit of the Securities and the issuance and sale of the Units:
(a) the Trust Indenture and Agreement dated July 16, 1987 and the Reference
Trust Agreements of even date herewith relating to each Trust (collectively,
the "Trust Agreements") among the Depositor, The Chase Manhattan Bank (National
Association) as Trustee, and Kenny S&P Evaluation Services, as Evaluator; (b)
the Closing Memorandum relating to the deposit of the Securities in the Trusts;
(c) the Notification of Registration on Form N-8A and the Registration
Statement on Form N-8B-2, as amended, relating to the Trusts, as filed with the
Securities and Exchange Commission (the "Commission") pursuant to the
Investment Company Act of 1940 (the "1940 Act"); (d) the Registration
Statements on Form S-6 (Registration Nos. 333-03449, 333-03445 and 333-03453)
filed with the Commission pursuant to the Securities Act of 1933 (the "1933
Act"), and Amendment No. 1 thereto (said Registration Statements, as amended by
said Amendment No. 1 being herein called the "Registration Statement"); (e) the
proposed form of final prospectus (the "Prospectus") relating to the Units,
which is expected to be filed with the Commission this day; (f) resolutions of
the Executive Committees of the Depositor authorizing the execution and
delivery by the Depositor of the Trust Agreements and the consummation of the
transactions contemplated thereby; (g) the Certificates of Incorporation and
By-laws of the Depositor, each certified to by an authorized officer of the
Depositor as of a recent date; (h) a certificate of an authorized officer of
the Depositor with respect to certain factual matters contained therein
("Officers Certificate"); and (i) certificates or telegrams of public officials
as to matters set forth upon therein.
We have assumed the genuineness of all agreements, instruments and documents
submitted to us as originals and the conformity to originals of all copies
thereof submitted to us. We have also assumed the genuineness of all signatures
and the legal capacity of all persons executing agreements, instruments and
documents examined or relied upon by us.
Where matters are stated to be "to the best of our knowledge" or "known to
us," our knowledge is limited to the actual knowledge of those attorneys in our
office who have performed services for the Trust, their review of documents
provided to us by the Depositor in connection with this engagement and
inquiries of officers of the Depositor, the results of which are reflected in
the Officers Certificate. We have not independently verified the accuracy of
the matters set forth in the written statements or certificates upon
<PAGE>
which we have relied. We have not reviewed the financial statements,
compilation of the Bonds held by the Trusts, or other financial or statistical
data contained in the Registration Statement and the Prospectus, as to which we
understand you have been furnished with the reports of the accountants
appearing in the Registration Statement and the Prospectus. In addition, we
have made no specific inquiry as to whether any stop order or investigatory
proceedings have been commenced with respect to the Registration Statement or
the Depositor nor have we reviewed court or governmental agency dockets.
We have relied without independent investigation upon the opinion dated the
date hereof of Adams, Duque & Hazeltine, 777 South Figueroa Street, Los
Angeles, California 90017 delivered to the Depositor with respect to the
questions of law of the State of California and with respect to any disclosure
contained in the Registration Statement concerning risk factors relating to the
Bonds of California Trust 150.
Statements in this opinion as to the validity, binding effect and
enforceability of agreements, instruments and documents are subject: (i) to
limitations as to enforceability imposed by bankruptcy, reorganization,
moratorium, insolvency and other laws of general application relating to or
affecting the enforceability of creditors' rights, and (ii) to limitations
under equitable principles governing the availability of equitable remedies.
We are not admitted to the practice of law in any jurisdiction but the State
of New York and we do not hold ourselves out as experts in or express any
opinion as to the laws of other states or jurisdictions except as to matters of
Federal and Delaware corporate law. No opinion is expressed as to the effect
that the law of any other jurisdiction might have upon the subject matter of
the opinions expressed herein under applicable conflicts of law principles,
rules or regulations or otherwise.
Based on the subject to the foregoing, we are of the opinion that:
(1) The Trust Agreements have been duly authorized and executed and delivered
by an authorized officer of the Depositor and are valid and binding obligations
of the Depositor in accordance with their respective terms.
(2) The execution and delivery of the Certificates evidencing the Units has
been duly authorized by the Depositor and such Certificates when executed by
the Depositor and the Trustee in accordance with the provisions of the
Certificates and the respective Trust Agreements and issued for the
consideration contemplated therein, will constitute fractional undivided
interests in the respective Trusts, will be entitled to the benefits of the
respective Trust Agreements, and will conform in all material respects to the
description thereof contained in the Prospectus under the caption heading
"Rights of Unit Holders--Certificates". Upon payment of the consideration for
the Units as provided in the Trust Agreements and the Registration Statement,
the Units will be fully paid and non-assessable by the Trusts.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement
and in the Prospectus under the headings "Tax Status" and "Legal Opinions".
This opinion is intended solely for the benefit of the addressee in connection
with the issuance of the Units of the Trust and may not be relied upon in any
other manner or by any other person without our express written consent.
Very truly yours,
Battle Fowler LLP
2
<PAGE>
EXHIBIT 3.2
LAW OFFICES OF
ADAMS, DUQUE & HAZELTINE LLP
777 SOUTH FIGUEROA STREET
TENTH FLOOR
LOS ANGELES, CALIFORNIA 90017-5810
TELEPHONE (213) 620-1240
FAX (213) 896-5500
June 13, 1996
Smith Barney Inc.
1345 Avenue of the Americas
New York, New York 10105
Re: Tax Exempt Securities Trust,
California Trust 150
Gentlemen:
We have acted as special California counsel to you as the Sponsor of the Tax
Exempt Securities Trust, California Trust 150, described in a registration
statement on Form S-6 filed with the Securities and Exchange Commission (the
"Registration Statement"). You have requested that we advise you of the
California income tax and personal property tax status of (i) California Trust
150 (the "California Trust"), and (ii) the bond income received by the
California Trust and distributed to the holders of the units (the "Units")
thereof.
In that capacity, and for the purposes of this opinion, we have examined the
Trust Indenture and Agreement dated July 16, 1987 and a draft of the Reference
Trust Agreement dated as of June 13, 1996 among Smith Barney Inc., as
Depositor, The Chase Manhattan Bank, N.A., as Trustee, and Kenny S & P
Evaluation Services, as Evaluator. Also for the purposes of this opinion, we
have assumed that the matters set forth in those documents are true and
accurate, that such documents do not contain untrue statements of material
facts and that they do not omit to state material facts required to be stated
therein or necessary to make the statements therein not misleading. We have not
examined any of the underlying securities in the California Trust but for the
purposes of this opinion we have assumed that all of such securities are
validly issued obligations of the State of California or of its counties,
municipalities, authorities or political subdivisions thereof or, if any, by
the Commonwealth of Puerto Rico or by its authority.
On the basis of the foregoing, with respect to the California Trust, we are
of the opinion that under existing California income tax and personal property
tax laws:
(a) The California Trust is not an association taxable as a corporation
under the income tax laws of the State of California;
(b) The income, deductions and credits against tax of the California
Trust will be treated as the income, deductions and credits against tax of
the holders of Units in the California Trust under the income tax laws of
the State of California;
(c) Interest on the bonds held by the California Trust to the extent that
such interest is exempt from taxation under California law will not lose
its character as tax-exempt income merely because that income is passed
through to the holders of Units; however, a corporation subject to the
California franchise tax is required to include that interest income in its
gross income for purposes of determining its franchise tax liability;
<PAGE>
(d) Each holder of a Unit in the California Trust will have taxable event
when the California Trust disposes of a bond (whether by sale, exchange,
redemption, or payment at maturity) or when the Unit holder redeems or
sells his Units. The total tax cost of each Unit to a holder of a Unit in
the California Trust is allocated among each of the bond issues held in the
California Trust (in accordance with the proportion of the California Trust
comprised by each bond issue) in order to determine the holder's per Unit
tax cost for each bond issue, and the tax cost reduction requirements
relating to amortization of bond premium will apply separately to the per
Unit tax cost of each bond issue. Therefore, under some circumstances, a
holder of a Unit may realize taxable gain when the California Trust which
issued such Unit disposes of a bond or the holder's Units are sold or
redeemed for an amount equal to or less than his original cost of the bond
or Unit;
(e) Each holder of a Unit in the California Trust is deemed to be the
owner of a pro rata portion of the California Trust under the personal
property tax laws of the State of California; and
(f) Each Unit holder's pro rata ownership of the bonds held by the
California Trust, as well as the interest income therefrom, is exempt from
California personal property taxes.
At your request, we have also reviewed Preliminary Official Statements and
Official Statements issued by the Treasurer of the State of California,
Department of Finance Bulletins, Commission on State Finance Reports and
applicable news reports relating to debt securities offerings of the State of
California available to us as of this date with respect only to general risk
factors relating to such debt obligations. We have not reviewed the accuracy or
completeness of, or otherwise verified, the information contained in such
materials nor have we reviewed any risk factors relating specifically to the
debt obligations in the California Trust which are discussed in the Prospectus.
Based solely upon the review described above, we confirm that, in our opinion,
(i) the materials in the Prospectus under "The California Trust--Risk Factors"
do not contain any untrue statement of material fact, (ii) based on the fact
that no matter has been disclosed to us which would lead us to believe that the
materials in the Prospectus under "The California Trust--Risk Factors" omit to
state a material fact included in any of the materials reviewed by us, there is
no such omission and (iii) the summary of certain matters of California law in
the Prospectus under "The California Trust--Risk Factors" is accurate.
No opinion is expressed at this time regarding the California income tax and
personal property tax status of any trust other than the California Trust.
We consent to the use of our name under the captions "TAX EXEMPT SECURITIES
TRUST--THE STATE TRUST--California Trusts" and "LEGAL OPINIONS" in the
prospectus comprising a part of the Registration Statement, and we consent to
the filing of this opinion as an exhibit to the Registration Statement. In
giving such consent, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the Rules and Regulations of the Securities and Exchange
Commission promulgated pursuant thereto.
Very truly yours,
Adams, Duque & Hazeltine LLP
<PAGE>
EXHIBIT 4.1
KENNY S&P EVALUATION SERVICES
A Division of J.J. Kenny Co., Inc.
65 Broadway
New York, New York 10006-2511
Telephone: 212/770-4900
Frank A. Ciccotto, Jr.
Vice President
June 14, 1996
Smith Barney Inc.
388 Greenwich St., 23rd Floor
New York, N.Y. 10013
The Chase Manhattan Bank (National Association)
Unit Trust Division
770 Broadway, 6th Floor
New York, N.Y. 10003
Re: Tax-Exempt Securities Trust
National Trust 219
California Trust 150
New York Trust 154
Gentlemen:
We have examined Registration Statement File Nos. 333-03449, 333-03445 and
333-03453 (respectively) for the above-captioned trusts. We hereby acknowledge
that Kenny S&P Evaluation Services, a division of J.J. Kenny Co., Inc. is
currently acting as the evaluator for the trusts. We hereby consent to the use
in the Registration Statement of the reference to Kenny S&P Evaluation
Services, a division of J.J. Kenny Co., Inc. as evaluator.
In addition, we hereby confirm that the ratings indicated in the Registration
Statement for the respective bonds comprising the trust portfolios are the
ratings indicated in our KENNYBASE database.
You are hereby authorized to file a copy of this letter with the Securities
and Exchange Commission.
Sincerely,
Frank A. Ciccotto, Jr.
Vice President
<PAGE>
EXHIBIT 5.1
CONSENT OF INDEPENDENT AUDITORS
To the Sponsor, Trustee and Unit Holders of
Tax Exempt Securities Trust, National Trust 219, California Trust 150, and New
York Trust 154:
We consent to the use of our report dated June 13, 1996 included herein and
to the reference to our firm under the heading "Auditors" in the Prospectus.
KPMG PEAT MARWICK LLP
New York, New York
June 13, 1996
