U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
OCC Distributors
Two World Financial Center
225 Liberty Street
New York, New York 10080-6116
2. Name of each series or class of funds for which this notice is filed:
Quest for Value's Unit Investment Laddered Trust Series ("QUILTS"),
QUILTS Income - U.S. Treasury Series 12, QUILTS Income - U.S. Treasury
Series 13 and QUILTS Asset Builder - U.S. Treasury Series 14
3. Investment Company Act File Number: 811-7442
Securities Act File Number: 33-60017
4. Last day of fiscal year for which this notice is filed: March 31, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration: / /
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
Not Applicable
C/M: 11205.0005 343292.1
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
40,139,217 Units $39,680,845
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
40,139,217 Units $39,680,845
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
Not Applicable
12. Calculation of registration fee:
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<S> <C> <C>
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $39,680,845.00
-----------------
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + -0-
------------------
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable): - 15,884,720.70
-------------------
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to rule
24e-2 (if applicable): + -0-
-------------------
(v) Net aggregate price of securities sold and issued during the fiscal year
in reliance on rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)] (if applicable): 23,796,124.30
-------------------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see instruction C.6): x 1/29%
-------------------
- -
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 8,205.56
--------------------
</TABLE>
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Instruction: Issuers should complete lines (ii), (iii), (iv) and (v)
only if the form is being filed within 60 days after the close of the
issuer's fiscal year. See instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
/ X /
Exhibit: Opinion of Messrs. Battle Fowler LLP
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
May 29, 1996
SIGNATURES
This report has been signed below by he following persons on behalf of the
issuer and in the capacities and on the dates indicated.
OCC DISTRIBUTORS
(Issuer)
By: OPPENHEIMER FINANCIAL
CORP. as Managing Partner of the
Issuer
By (Signature and Title)* /s/ SUSAN A. MURPHY
Susan A. Murphy, Authorized Signatory
Date: May 29, 1996
* Please print the name and title of the signing officer below the signature.
C/M: 11205.0005 343292.1
Battle Fowler LLP
A Limited Liability Partnership
Park Avenue Tower
75 East 55th Street
New York, New York 10022
May 29, 1996
OCC Distributors
Two World Financial Center
225 Liberty Street
New York, New York 10080-6116
Gentlemen:
We have acted as special counsel to OCC Distributors, formerly Quest
for Value Distributors, as Depositor, Sponsor and Principal Underwriter (the
"Depositor") of Quest For Value's Unit Investment Laddered Trust Series
("QUILTS"), QUILTS Income - U.S. Treasury Series 12, QUILTS Income - U.S.
Treasury Series 13 and QUILTS Asset Builder - U.S. Treasury Series 14 in
connection with the preparation by the Trusts of a Rule 24f-2 Notice (the "Rule
24f- 2 Notice") covering the registration of units of fractional undivided
interest (the "Units") in the Trusts.
In connection with our representation, we have examined copies of
the following documents relating to the creation of the Trusts and the issuance
and sale of the Units: (a) the Reference Trust Agreements dated January 25, 1995
(the "Trust Agreements") among the Depositor and The Bank of New York, as
Trustee and Evaluator; (b) the Notification of Registration on Form N-8A and the
Registration Statement on Form N-8B-2, as amended, relating to the Trust, as
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the Investment Company Act of 1940 (the "1940 Act"); (c) the Registration
Statement on Form S-6 (File No. 33-60017) filed with the Commission pursuant to
the Securities Act of 1933 (the "1933 Act") and Amendment No. 1 thereto (said
Registration Statement, as amended by said Amendment No. 1, being herein called
the "Registration Statement") and all subsequent Post- Effective Amendments to
the Registration Statement as filed with the Commission; (d) the form of final
Prospectus (the "Prospectus") relating to the Units, as filed with the
Commission; (e) certified resolutions of the Executive Committee of the
Depositor authorizing the execution and delivery by the Depositor of the Trust
Agreement
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and the consummation of the transactions contemplated thereby; and (f) the
Certificate of Incorporation and By-Laws, as amended to date, of the Depositor,
each certified to by an authorized officer of the Depositor as of a recent date.
In rendering this opinion we have assumed the genuineness of all
signatures, the authenticity and completeness of all documents, certificates and
instruments submitted to us as originals, the conformity with the originals of
all documents, certificates and instruments submitted to us as copies and the
legal capacity to sign of all individuals executing such documents, certificates
and instruments.
We have assumed that each party has duly authorized, executed and
delivered the Trust Agreements, Registration Statement and other instruments,
certificates, agreements, documents executed in connection with the transactions
contemplated thereby (collectively "UIT Documents") to which it is a party.
We have assumed that each party is duly qualified and has full power
and authority to perform its obligations under the UIT Documents and the
transactions contemplated by the UIT Documents.
We have assumed that each party complied with all orders, rules,
regulations applicable to it or in connection with the UIT Documents or the
transactions contemplated thereby. We have further assumed that no party to the
transaction contemplated by the UIT Documents is subject to any statute, rule or
regulation, or to any impediment to which contracting parties are not generally
subject, which requires such party to obtain the authorization or consent of, or
to register or make a declaration or filing with, or inquiry of any governmental
agency or regulatory authority.
Based on such examination and assumptions, we are of the opinion
that the Units, the registration of which this Notice makes definitive, when
sold by the Depositor and purchased and paid for by the Unitholder, duly
executed, authenticated and delivered in accordance with the Trust Agreements
and the Registration Statement relating to such Units, the Units were (i)
validly issued, fully paid and nonassessable and (iii) legal, valid and binding
obligations of the Trusts, and the holders of the Units are entitled to the
benefits of the related Trust Agreement, except as enforcement thereof may be
limited by applicable bankruptcy, insolvency, reorganization, arrangement,
fraudulent conveyance, moratorium or other laws relating to or affecting the
enforcement of creditors' rights generally and general principles of equity
regardless of whether such enforceability is considered in a proceeding in
equity or at law.
We are not admitted to the practice of law in any
jurisdiction but the State of New York and we do not hold ourselves
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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.
We hereby consent to the filing of this opinion as an exhibit to the
Rule 24f-2 Notice.
Very truly yours,
BATTLE FOWLER LLP
343197.1
