<PAGE>
As filed with the Securities and Exchange Commission on September 18, 1995
Registration No. 33-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
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:
NATIONAL EQUITY TRUST
Low Five Portfolio Series 3
B. Name of depositor:
PRUDENTIAL SECURITIES INCORPORATED
C. Complete address of depositor's principal executive office:
One Seaport Plaza
199 Water Street
New York, New York 10292
D. Name and complete address of agent for service:
Copy to:
LEE B. SPENCER, JR., ESQ. KENNETH W. ORCE, ESQ.
PRUDENTIAL SECURITIES INCORPORATED CAHILL GORDON & REINDEL
One Seaport Plaza 80 Pine Street
199 Water Street New York, New York 10005
New York, New York 10292
E. Title and amount of securities being registered:
An indefinite number of Units of
NATIONAL EQUITY TRUST,
Low Five Portfolio Series 3
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:
$500.00
H. Approximate date of proposed sale to public:
As soon as practicable after the effective date of the registration
statement.
===========================================================================
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall hereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
NATIONAL EQUITY TRUST
Low Five Portfolio Series 3
CROSS-REFERENCE SHEET
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction as
to the Prospectus in Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. Organization and General Information
1. (a) Name of Trust .........................) Prospectus front cover
(b) Title of securities issued ............)
2. Name and address of each depositor .......... Sponsor; Prospectus back
cover
3. Name and address of trustee ................. Trustee
4. Name and address of each principal
underwriter ............................... Sponsor
5. State of organization of trust .............. The Trust
6. Execution and termination of trust
agreement ................................. Summary of Essential
Information; The
Trust; Amendment and
Termination of the
Indenture
7. Changes of Name .............................) *
8. Fiscal year .................................) *
9. Litigation ..................................) *
II. General Description of the Trust and
Securities of the Trust
_______________________
* Inapplicable, answer negative or not required.
i
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10. (a) Registered or bearer securities .......) *
(b) Cumulative or distributive
securities .......................... *
(c) Redemption ............................ Rights of Unit Holders
-- Redemption
(d) Conversion, transfer, etc. ............ Rights of Unit Holders
-- Redemption
(e) Periodic payment plan .................) *
(f) Voting rights ......................... *
(g) Notice to certificateholders .......... The Trust; Rights of
Unit Holders -- Reports
and Records; Sponsor
-- Responsibility;
Sponsor --
Resignation; Trustee
-- Resignation;
Amendment and
Termination of the
Indenture
(h) Consents required ..................... The Trust; Amendment and
Termination of the
Indenture
(i) Other provisions ...................... Tax Status
11. Type of securities comprising units ......... Prospectus front cover;
The Trust
12. Certain information regarding
periodic payment certificates ............. *
13. (a) Load, fees, expenses, etc. ............ Summary of Essential
Information; Public
Offering of Units --
Public Offering Price;
Public Offering of
Units -- Sponsor's and
Underwriter's Profits;
Public Offering of
Units -- Volume
Discount; Public
Offering of Units --
Employee Discount;
Exchange Option;
Reinvestment Program;
Expenses and Charges;
Sponsor --
Responsibility
_______________________
* Inapplicable, answer negative or not required.
ii
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(b) Certain information regarding
periodic payment certificates ....... *
(c) Certain percentages ................... Summary of Essential
Information; Public
Offering of Units --
Public Offering Price;
Public Offering of
Units -- Profit of
Sponsor; Public
Offering of Units --
Volume Discount;
Public Offering of
Units -- Employee
Discount; Exchange
Option
(d) Price Differentials ................... Public Offering of Units
-- Employee Discount
(e) Certain other fees, etc. payable
by holders .......................... Rights of Unit Holders
-- Certificates
(f) Certain other profits receivable
by depositor, principal under-
writer, trustee or affiliated
persons ............................. The Trust -- Objectives
and Securities
Selection; Rights of
Unit Holders --
Redemption -- Purchase
by the Sponsor of
Units Tendered for
Redemption
(g) Ratio of annual charges to
income .............................. *
14. Issuance of trust's securities .............. The Trust; Rights of
Unit Holders --
Certificates
15. Receipt and handling of payments from
purchasers ................................ *
16. Acquisition and disposition of under-
lying securities .......................... The Trust -- Portfolio
Summary; The Trust --
Objectives and
Securities Selection;
Rights of Unit Holders
_______________________
* Inapplicable, answer negative or not required.
iii
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-- Redemption; Sponsor
- Responsibility
17. Withdrawal or redemption .................... Rights of Unit Holders
-- Redemption
18. (a) Receipt, custody and disposition
of income ........................... Rights of Unit Holders
-- Distribution of
Interest and
Principal; Rights of
Unit Holders - Reports
and Records
(b) Reinvestment of distributions ......... Reinvestment Programs
(c) Reserves or special funds ............. Expenses and Charges;
Rights of Unit Holders
-- Distribution of
Interest and Principal
(d) Schedule of distributions ............. *
19. Records, accounts and reports ............... Rights of Unit Holders
-- Distributions of
Interest and
Principal; Rights of
Unit Holders --
Reports and Records
20. Certain miscellaneous provisions of
trust agreement ........................... Sponsor -- Limitations
on Liabil-
(a) Amendment .............................) ity; Sponsor --
Resignation;
(b) Termination ...........................) Trustee -- Limitations
on Liabil-
(c) and (d) Trustee, removal and ity; Trustee -
successor ...........................) Resignation;
Amendment and
Termination of
(e) and (f) Depositor, removal and the Indenture
successor ...........................)
21. Loans to security holders ................... *
22. Limitation on liability ..................... The Trust -- Portfolio
Summary; Sponsor --
Limitations on
Liability; Trustee --
_______________________
* Inapplicable, answer negative or not required.
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Limitations on
Liability; Evaluator
-- Limitations on
Liability
23. Bonding arrangements ........................ Additional Information
-- Item A
24. Other material provisions of trust
agreement ................................. *
III. Organization, Personnel and
Affiliated Persons of Depositor
25. Organization of depositor ................... Sponsor
26. Fees received by depositor .................. *
27. Business of depositor ....................... Sponsor
28. Certain information as to officials
and affiliated persons of
depositor ................................. Contents of Registration
Statement -- Part II
29. Companies controlling depositor ............. Sponsor
30. Persons controlling depositor ............... *
31. Payments by depositor for certain
services rendered to trust ................) *
32. Payments by depositor for certain
other services rendered to trust ..........) *
33. Remuneration of employees of depositor
for certain services rendered to
trust .....................................) *
34. Remuneration of other persons for
certain services rendered to trust ........) *
35. Distribution of trust's securities
in states ................................. Public Offering of Units
-- Public Distribution
_______________________
* Inapplicable, answer negative or not required.
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36. Suspension of sales of trust's
securities ................................) *
37. Revocation of authority to distribute .......) *
38. (a) Method of distribution ................) *
(b) Underwriting agreements ............... Public Offering of Units
(c) Selling agreements ....................) *
39. (a) Organization of principal under-
writer ..............................) Sponsor
(b) N.A.S.D. membership of principal
underwriter .........................) Sponsor
40. Certain fees received by principal
underwriter ............................... *
41. (a) Business of principal underwriter ..... Sponsor
(b) Branch offices of principal
underwriter .........................) *
(c) Salesmen of principal underwriter .....) *
42. Ownership of trust's securities by
certain persons ...........................) *
43. Certain brokerage commissions received
by principal underwriter ..................) *
44. (a) Method of valuation ................... Summary of Essential
Information; Public
Offering of Units --
Public Offering Price;
Public Offering of
Units -- Public
Distribution; Public
Offering of Units --
Secondary Market
(b) Schedule as to offering price ......... *
(c) Variation in offering price to
certain persons ..................... Public Offering of Units
-- Public
Distribution; Public
Offering of Units --
Volume Discount;
Public Offering of
Units -- Employee
_______________________
* Inapplicable, answer negative or not required.
vi
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Discount; Exchange
Option
45. Suspension of redemption rights ............. *
46. (a) Redemption Valuation .................. Summary of Essential
Information; Rights of
Unit Holders --
Redemption --
Computation of
Redemption Price per
Unit
(b) Schedule as to redemption price ....... *
47. Maintenance of position in underlying
securities ................................ Public Offering of Units
-- Secondary Market;
Rights of Unit Holders
-- Redemption --
Computation of
Redemption Price per
Unit; Rights of Unit
Holders -- Redemption
-- Purchase by the
Sponsor of Units
Tendered for
Redemption
IV. Information Concerning the Trustee
or Custodian
48. Organization and regulation of
trustee ................................... Trustee
49. Fees and expenses of trustee ................ Expenses and Charges
50. Trustee's lien .............................. Expenses and Charges --
Other Charges
V. Information Concerning Insurance of
Holders of Securities
51. Insurance of holders of trust's
securities ................................. The Trust -- Insurance
on the Securities in
the Portfolio of an
Insured Trust
_______________________
* Inapplicable, answer negative or not required.
vii
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VI. Policy of Registrant
52. (a) Provisions of trust agreement with
respect to selection or elimina-
tion of underlying securities ....... Prospectus front cover;
The Trust -- Portfolio
Summary; The Trust --
Insurance on the
Securities in the
Portfolio of an Insured
Trust; The Trust --
Objectives and
Securities Selection;
Sponsor --
Responsibility
(b) Transactions involving elimination
of underlying securities ............ *
(c) Policy regarding substitution or
elimination of underlying
securities .......................... Sponsor --
Responsibility
(d) Fundamental policy not otherwise
covered ............................. *
53. Tax status of trust ......................... Prospectus front cover;
Tax Status
VII. Financial and Statistical Information
54. Trust's securities during last ten
years .....................................) *
55. )
56. Certain information regarding periodic
payment certificates ......................) *
57. )
58. )
59. Financial statements (Instruction 1(c)
to Form S-6) .............................. Statement of Financial
Condition of the Trust
_______________________
* Inapplicable, answer negative or not required.
viii
<PAGE>
Subject to Completion, Dated September 18, 1995
NATIONAL EQUITY TRUST
Low Five Portfolio Series 3
[LOGO]
The attached final prospectus for a prior Series of National
Equity Trust is hereby used as a preliminary prospectus for Low Five Portfolio
Series 3. The narrative information relating to the operation of this Series
and the structure of the final prospectus for this Series will be
substantially the same as that set forth in the attached prospectus.
Information with respect to pricing, the number of Units, dates and summary
information regarding the characteristics of securities to be deposited in
this Series is not now available and will be different from that included in
the attached final prospectus since each Series has a unique Portfolio.
Accordingly, the information contained herein with regard to the previous
Series should be considered as being presented for informational purposes only.
Investors should contact account executives of the Sponsor who will be informed
of the expected effective date of this Series and who will be supplied with
complete information with respect to such Series on the day of effectiveness of
the registration statement relating to Units of this Series.
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities has been
filed with the Securities and Exchange Commission. These securities may not
be sold nor may offers to buy them be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such state.
<PAGE>
NATIONAL EQUITY TRUST
LOW FIVE PORTFOLIO SERIES 2
The prospectus dated July 12, 1995, File No. 33-59525 is
hereby incorporated by reference.
<PAGE>
PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
CONTENTS OF REGISTRATION STATEMENT
Item A -- Bonding Arrangements
The employees of Prudential Securities Incorporated are covered
under Broker's Blanket Policies, Standard Form No. 14 in the aggregate amount
of $62,500,000.
Item B -- Contents of Registration Statement
This Registration Statement on Form S-6 comprises the following
papers and documents:
The cross-reference sheet.
The Prospectus.
Signatures.
Listed below is the name and registration number of a previous
series of National Equity Trust, the final prospectus of which, properly
supplemented, is used as a preliminary prospectus for National Equity
Trust, Low Five Portfolio Series 3. This prior final prospectus is
incorporated herein by reference.
National Equity Trust,
Low Five Portfolio Series 2
(Registration No. 33-59525)
Written consents of the following persons:
Cahill Gordon & Reindel (included in Exhibit 5).
(2) Deloitte & Touche LLP
The following Exhibits:
(4) Ex-3.(i) - Certificate of Incorporation of Prudential
Securities Incorporated dated March 29, 1993.
(7) Ex-3.(ii) - Revised By-Laws of Prudential Securities
Incorporated as amended through March 31, 1995.
II-1
<PAGE>
(5) Ex-4.a - Trust Indenture and Agreement, dated April 25,
1995.
(1) Ex-4.b - Draft of Reference Trust Agreement.
(2) Ex-5 - Opinion of counsel as to the legality of the
securities being registered.
(6) Ex-24 - Powers of Attorney executed by a majority of the
Board of Directors of Prudential Securities
Incorporated.
(2) Ex-27 - Financial Data Schedule.
Ex-99.1 - Information as to Officers and Directors of
Prudential Securities Incorporated is
incorporated by reference to Schedules A and D
of Form BD filed by Prudential Securities
Incorporated pursuant to Rules 15b1-1 and
15b3-1 under the Securities Exchange Act of
1934 (1934 Act File No. 8-16267).
(3) Ex-99.2 - Affiliations of Sponsor with other investment
companies.
(3) Ex-99.3 - Broker's Blanket Policies, Standard Form No. 14
in the aggregate amount of $62,500,000.
(5) Ex-99.4 - Distribution Agency Agreement among Prudential
Securities Incorporated, as Depositor, United
States Trust Company of New York, as Trustee,
and United States Trust Company of New York, as
Distribution Agent.
____________________
(1) Filed herewith.
(2) To be filed by amendment.
(3) Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of Prudential Unit Trusts,
Insured Tax-Exempt Series 1, Registration No. 2-89263.
(4) Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of Government Securities
Equity Trust Series 5, Registration No. 33-57992.
(5) Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of National Equity Trust,
Low Five Portfolio Series 1, Registration No. 33-55475.
(6) Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of National Equity Trust,
Series 172, Registration No. 33-54681.
(7) Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of National Equity Trust,
Series 177, Registration No. 33-57845.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, National Equity Trust, Low Five Portfolio Series 3, has duly caused
this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of New York, and State of New York on
the 18th day of September, 1995.
NATIONAL EQUITY TRUST
Low Five Portfolio Series 3
(Registrant)
By PRUDENTIAL SECURITIES INCORPORATED
(Depositor)
By the following persons*, who constitute
a majority of the Board of Directors of
Prudential Securities Incorporated
Alan D. Hogan
George A. Murray
Leland B. Paton
Vincent T. Pica
Richard A. Redeker
Hardwick Simmons
Lee B. Spencer, Jr.
By /s/ Kenneth Swankie
(Kenneth Swankie,
Senior Vice President,
Manager-Unit Investment Trust Department,
As authorized signatory
for Prudential Securities
Incorporated and
Attorney-in-Fact for the
persons listed above)
____________________
* Pursuant to Powers of Attorney previously filed.
II-3
<PAGE>
CONSENT OF COUNSEL
The consent of Cahill Gordon & Reindel to the use of its name in
the Prospectus included in this Registration Statement will be contained in
its opinion to be filed as Exhibit 5 to this Registration Statement.
_______________________
CONSENT OF INDEPENDENT AUDITORS
[to be filed by Amendment]
II-4
<PAGE>
Exhibit 4.b
<PAGE>
Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
LOW FIVE PORTFOLIO SERIES 3
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 1995
among Prudential Securities Incorporated, as Depositor and
The Chase Manhattan Bank (National Association), as Trustee, sets
forth certain provisions in full and incorporates other provisions by
reference to the document entitled "National Equity Trust Low
Five Portfolio Series, Trust Indenture and Agreement" (the
"Basic Agreement") dated April 25, 1995. Such provisions as
are set forth in full herein and such provisions as are
incorporated by reference constitute a single instrument (the
"Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor and the Trustee
agree as follows:
Part I.
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the
provisions contained in the Basic Agreement are herein
incorporated by reference in their entirety and shall be deemed
to be a part of this instrument as fully and to the same extent
as though said provisions had been set forth in full in this
instrument except that the Basic Agreement is hereby amended in
the following manner:
A. Article III, entitled "Administration of Trust", shall
be amended as follows:
(i) The first part of the first sentence of
Section 3.01 Initial Costs shall be
<PAGE>
amended to substitute the following
language before the phrase "provided,
however":
"With respect to the Trust, the cost of
the preparation and printing of the
Indenture, Registration Statement and
other documents relating to the Trust,
Federal and State registration fees and
costs, the initial fees and expenses of
the Trustee, legal and auditing expenses
and other out-of-pocket organizational
expenses, to the extent not borne by the
Depositor, shall be paid by the Trust;"
Section 3.01 shall be further amended to
add the following language:
"To the extent the funds in the Income
and Principal Accounts of the Trust
shall be insufficient to pay the
expenses borne by the Trust specified in
this Section 3.01, the Trustee shall
advance out of its own funds and cause
to be deposited and credited to the
Income Account such amount as may be
required to permit payment of such
expenses. The Trustee shall be
reimbursed for such advance on each
Record Date from funds on hand in the
Income Account or, to the extent funds
are not available in such Account, from
the Principal Account in the amount
deemed to have accrued as of such Record
Date as provided in the following
sentence (less prior payments on account
of such advances, if any), and the
provisions of Section 6.04 with respect
to the reimbursement of disbursements
for Trust expenses, including, without
limitation, the lien in favor of the
Trustee therefor and the authority to
sell Securities as needed to fund such
reimbursement, shall apply to the
payment of expenses and the amounts
advanced pursuant to this Section. For
the purposes of the preceding sentence
and the addition provided in clause
(a)(3) of Section 5.01, the expenses
borne by the Trust pursuant to this
<PAGE>
Section shall be deemed to have been
paid on the date of the Reference Trust
Agreement and to accrue at a daily rate
over the time period specified for their
amortization provided in the Prospectus;
provided, however, that nothing herein
shall be deemed to prevent, and the
Trustee shall be entitled to, full
reimbursement for any advances made
pursuant to this Section no later than
the termination of the Trust.
For purposes of calculating the accrual
of organizational expenses under this
Section 3.01, the Trustee shall rely on
the written estimates of such expenses
provided by the Depositor pursuant to
Section 5.01."
B. Article V, entitled "Trust Evaluation, Redemption,
Transfer of Units," Section 5.01 Trust Evaluation
shall be amended as follows:
(i) the second sentence of the first
paragraph of Section 5.01 shall be
amended by deleting the word "and"
appearing at the end of subsection
(a)(2) of such sentence and inserting
the following after "(a)(3)": "amounts
representing organizational expenses
paid from the Trust less amounts
representing accrued organizational
expenses of the Trust, and (a)(4)."
(ii) The following shall be added at the end
of the first paragraph of Section 5.01:
Until the Depositor has informed
the Trustee that there will be no
further deposits of Additional
Securities pursuant to section 3.06, the
Depositor shall provide the Trustee with
written estimates of (i) the total
organizational expenses to be borne by
the Trust pursuant to Section 3.01 and
(ii) the total number of Units to be
issued in connection with the initial
deposit and all anticipated deposits of
Additional Securities. For purposes of
calculating the value of the Trust and
Unit Value, the Trustee shall treat all
<PAGE>
such anticipated expenses as having been
paid and all liabilities therefor as
having been incurred, and all Units as
having been issued, in each case on the
date of the Reference Trust Agreement,
and, in connection with each such
calculation, shall take into account a
pro rata portion of such expense and
liability based on the actual number of
Units issued as of the date of such
calculation. In the event the Trustee
is informed by the Depositor of a
revision in its estimate of total
expenses or total Units and upon the
conclusion of the deposit of Additional
Securities, the Trustee shall base
calculations made thereafter on such
revised estimates or actual expenses,
respectively, but such adjustment shall
not affect calculations made prior
thereto and no adjustment shall be made
in respect thereof.
(iii) The second paragraph of Section 5.01
shall be amended by replacing "(a)(3)"
with "(a)(4)" in the first line.
Part II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby
agreed to:
A. The Trust is denominated National Equity Trust,
Low Five Portfolio Series 3.
B. The Units of the Trust shall be subject to a
deferred sales charge.
C. The contracts for the purchase of common stock
listed in Schedule A hereto are those which, subject to the
terms of this Indenture, have been or are to be deposited in
Trust under this Indenture as of the date hereof.
D. The term "Depositor" shall mean Prudential
Securities Incorporated.
<PAGE>
E. The aggregate number of Units referred to in
Sections 2.03 and 9.01 of the Basic Agreement is as of
the date hereof.
F. A Unit of the Trust is hereby declared initially
equal to 1/ th of the Trust.
G. The term "First Settlement Date" shall mean
, 1995.
H. The terms "Computation Day" and "Record Date"
shall mean 10, 10, 10, and 10.
I. The term "Distribution Date" shall mean
25, 25, 25, and 25.
J. The term "Termination Date" shall mean
, 1996.
K. The Trustee's Annual Fee shall be $ (per
$1,000 Units) for 100,000,000 and above units outstanding;
$0.80 (per 1,000 Units) for 50,000,000 - 99,999,999 units
outstanding; $0.86 (per 1,000 Units) for 49,999,999 and below
units outstanding. In calculating the Trustee's annual fee,
the fee applicable to the number of units outstanding shall
apply to all units outstanding.
L. The Depositor's Portfolio supervisory service
fee shall be $0.25 per $1,000 Units.
[Signatures and acknowledgments on separate pages]
