-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JMR+h+E2UEA38exccYVR2ADQtAQHCBWq5Glg5ymOFqfYX3GoiZeYqOo/zWHVzXOG vi02pQQr8lMhqhdY1jSS2A== 0000950130-97-004319.txt : 20040415 0000950130-97-004319.hdr.sgml : 20040415 19970930161400 ACCESSION NUMBER: 0000950130-97-004319 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970930 DATE AS OF CHANGE: 19971124 EFFECTIVENESS DATE: 19970930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPDR TRUST SERIES 1 CENTRAL INDEX KEY: 0000884394 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-46080 FILM NUMBER: 97688608 BUSINESS ADDRESS: STREET 1: 86 TRINITY PLACE STREET 2: C/O PDR SERVICES CORP/ AMEX INC CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2123061490 MAIL ADDRESS: STREET 1: 86 TRINITY PL STREET 2: PDR SERVICES CORP C/O AMEX INC CITY: NEW YORK STATE: NY ZIP: 10006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPDR TRUST SERIES 1 CENTRAL INDEX KEY: 0000884394 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-06125 FILM NUMBER: 97688609 BUSINESS ADDRESS: STREET 1: 86 TRINITY PLACE STREET 2: C/O PDR SERVICES CORP/ AMEX INC CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2123061490 MAIL ADDRESS: STREET 1: 86 TRINITY PL STREET 2: PDR SERVICES CORP C/O AMEX INC CITY: NEW YORK STATE: NY ZIP: 10006 485BPOS 1 SPDR TRUST SERIES 1 File No. 33-46080 811-7330 As filed with the Securities and Exchange Commission on September 30, 1997 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 6 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: SPDR TRUST SERIES 1 B. Name of Depositor: PDR SERVICES CORPORATION C. Complete address of Depositor's principal executive office: PDR SERVICES CORPORATION c/o AMERICAN STOCK EXCHANGE, INC. 86 Trinity Place New York, New York 10006 D. Name and complete address of agent for service: James F. Duffy PDR SERVICES CORPORATION c/o AMERICAN STOCK EXCHANGE, INC. 86 Trinity Place New York, New York 10006 Copy to: Kathleen H. Moriarty, Esq. CARTER, LEDYARD & MILBURN 2 Wall Street New York, New York 10005 E. Title and amount of securities being registered: An indefinite number of units of Beneficial Interest pursuant to Rule 24f-2 under the Investment Company Act of 1940. F. Proposed maximum aggregate offering price to the public of the securities being registered: Indefinite pursuant to Rule 24f-2 G. Amount of filing fee: In accordance with Rule 24f-2, a fee in the amount of $230,770.00 was paid on February 28, 1997 in connection with the filing of the Rule 24f-2 Notice for the Trust's most recent fiscal year. H. Approximate date of proposed sale to public: AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT. /X/ Check box if it is proposed that this filing will become effective on September 30, 1997 at 5:00 p.m., pursuant to paragraph (b) of Rule 485. ============================ SPDR TRUST SERIES 1 Cross Reference Sheet Pursuant to Regulation C Under the Securities Act of 1933, as amended (Form N-8B-2 Items required by Instruction 1 as to Prospectus in Form S-6) Form N-8B-2 Form S-6 Item Number Heading in Prospectus - ----------- --------------------- I. Organization and General Information ------------------------------------ 1. (a) Name of Trust..................... Prospectus Front Cover (b) Title of securities issued........ Prospectus Front Cover 2. Name, address and Internal Revenue Service Employer Identification Number of depositor............................. Sponsor 3. Name, address and Internal Revenue Service Employer Identification Number of trustee............................... Trustee 4. Name, address and Internal Revenue Service Employer Identification Number of principal underwriter.............. * 5. State of organization of Trust........ Prospectus Summary - The Trust 6. (a) Dates of execution and termination of Trust Agreement......................... Prospectus Summary - The Trust; Prospectus Summary - Termination (b) Dates of execution and termination of Trust Agreement......................... Same as set forth in 6(a) 7. Changes of name............ * 8. Fiscal Year................ * 9. Material Litigation........ * II. General Description of the Trust and Securities of the Trust -------------------------------- 10. (a) Registered or bearer securities......................... Prospectus Summary - The Trust (b) Cumulative or distributive......... Prospectus Summary - Distributions (c) Rights of holders as to withdrawal or redemption........... Prospectus Summary - Redemption; Redemption of SPDRs; Administration of the Trust - Rights of Beneficial Owners (d) Rights of holders as to conversion, transfer, etc.......... Prospectus Summary - Redemption; Administration of the Trust - Register of Ownership and Transfer;- Rights of Beneficial Owners; Redemption (e) Lapses or defaults in principal payments with respect to periodic payment plan certificates.................. * (f) Voting rights...................... Administration of the Trust - Voting (g) Notice to holders as to change in: (1) Composition of Trust assets......................... * (2) Terms and conditions of Trust's securities.......... Administration of the Trust - Amendment (3) Provisions of Trust Agreement...................... Same as set forth in 10(g)(2) (4) Identity of depositor and trustee.................... Resignation, Removal and Liability - The Trustee; - The Sponsor - --------------------- *Not applicable, answer negative or not required. (h) Consent of holders required to change: (1) Composition of Trust assets................... * (2) Terms and conditions of Trust's securities.... Administration of the Trust - Amendment (3) Provisions of Trust Agreement................ Same as set forth in 10(h)(2) (4) Identity of depositor and trustee.............. Resignation, Removal and Liability - The Sponsor; - The Trustee (i) Other principal features of the securities... Prospectus Summary - The Trust 11. Type of securities comprising units............... The Prospectus - Front Cover; Prospectus Summary - The Trust; The Portfolio; The S&P Index 12. Certain information regarding securities comprising periodic payment certificates........... * 13. (a) Certain information regarding loads, fees, expenses and charges.................. Prospectus Summary - Redemption; Expenses of the Trust; Redemption of SPDRs (b) Certain information regarding periodic payment plan certificates................. * (c) Certain percentages.......... Same as set forth in 13(a) (d) Reasons for certain differences in prices........ * (e) Certain other loads, fees, or charges payable by holders... * - --------------------- *Not applicable, answer negative or not required. (f) Certain profits receivable by depositor, principal underwriters, custodian, trustee or affiliated persons........................ The Portfolio - Adjustments to the Portfolio (g) Ratio of annual charges and deductions to income........... * The Trust - Creation of Creation 14. Issuance of Trust's securities..... Units 15. Receipt and handling of payments from purchasers........... The Trust 16. Acquisition and disposition of underlying securities.............. The Trust - Creation of Creation Units; The Portfolio; Administration of the Trust 17. (a) Withdrawal or redemption by holders........................ Administration of the Trust - Rights of Beneficial Owners; Redemption of SPDRs (b) Persons entitled or required to redeem or repurchase securities..................... Same as set forth in 17(a) (c) Cancellation or resale of repurchased or redeemed securities..................... Same as set forth in 17(a) 18. (a) Receipt, custody and disposition of income.......... Administration of the Trust - Distributions to Beneficial Owners (b) Reinvestment of distribu- tions.......................... * (c) Reserves or special funds...... Same as set forth in 18(a) (d) Schedule of distributions...... * - --------------------- *Not applicable, answer negative or not required. 19. Records, accounts and reports.. The S&P Index; Distribution of SPDRs; Expenses; Administration of the Trust - Records; - Distributions to Beneficial Owners; - Statements to Beneficial Owners; - Register of Ownership and Transfer 20. Certain miscellaneous provi- sions of Trust Agreement (a) Amendments.................. Administration of the Trust -Amendment (b) Extension or termination.... Administration of the Trust -Amendment; - Termination (c) Removal or resignation of trustee..................... Resignation, Removal and Liability -The Trustee (d) Successor trustee........... Same as set forth in 20(c) (e) Removal or resignation of depositor................... Resignation, Removal and Liability - The Sponsor (f) Successor depositor......... Same as set forth in 20(e) 21. Loans to security holders... * 22. Limitations on liabilities.. Resignation, Removal and Liability -The Trustee; - The Sponsor 23. Bonding arrangements........ * 24. Other material provisions of Trust Agreement * III. Organization, Personnel and Affiliated Persons of Depositor ------------------------------- 25. Organization of depositor...... Sponsor 26. Fees received by depositor..... * _________________ *Not applicable, answer negative or not required. 27. Business of depositor.......... Sponsor 28. Certain information as to officials and affiliated persons of depositor........... Sponsor 29. Ownership of voting securities of depositor................... Sponsor 30. Persons controlling depositor.. * 31. Payments by depositor for certain services rendered to Trust....................... * 32. Payments by depositor for certain other services rendered to Trust.............. * 33. Remuneration of employees of depositor for certain services rendered to Trust..... * 34. Compensation of other persons for certain services rendered to Trust....................... * IV. Distribution and Redemption of Securities ----------------------------------------- 35. Distribution of Trust's securities in states........... Distribution of SPDRs 36. Suspension of sales of Trust's securities..................... * 37. Denial or revocation of authority to distribute........ * 38. (a) Method of distribution. Prospectus Summary -Underwriting; The Trust - Creation of Creation Units; Distribution of SPDRs (b) Underwriting agreements Prospectus Summary -Underwriting; Distribution of SPDRs (c) Selling agreements........ Same as set forth in 38(b) - --------------------- *Not applicable, answer negative or not required. 39. (a) Organization of principal underwriter................ Underwriter (b) NASD membership of principal underwriter...... Prospectus Summary -Underwriting; Underwriter 40. Certain fees received by principal underwriters......... * 41. (a) Business of principal underwriters............... Prospectus Summary -Underwriting; Underwriter (b) Branch offices of principal underwriters......... * (c) Salesmen of principal underwriters................... * 42. Ownership of Trust's securities by certain persons............. * 43. Certain brokerage commissions received by principal underwriters................... * 44. (a) Method of valuation for determining offering price..... The Portfolio; Valuation (b) Schedule as to components of offering price................. * (c) Variation in offering price to certain persons... * 45. Suspension of redemption rights......................... * 46. (a) Certain information regarding redemption or withdrawal valuation....... Valuation; Redemption of SPDRs (b) Schedule as to components of redemption price........ * - --------------------- *Not applicable, answer negative or not required. 47. Maintenance of position in underlying securities.......... The Trust; The Portfolio; Distribution of SPDRs; Valuation Administration of the Trust - Distribution to Beneficial Owners V. Information Concerning the Trustee or Custodian ----------------------------------------------- 48. Organization and regulation of trustee........................ Trustee 49. Fees and expenses of trustee... Expenses of the Trust; Redemptions of SPDRs 50. Trustee's lien................. Expenses of the Trust; Redemption of SPDRs VI. Information Concerning Insurance of Holders of Securities --------------------------------------------------------- 51. (a) Name and address of insurance company......... * (b) Types of policies......... * (c) Types of risks insured and excluded.................. * (d) Coverage.................. * (e) Beneficiaries............. * (f) Terms and manner of cancellation.............. * (g) Method of determining premiums.................. * (h) Aggregate premiums paid... * (i) Recipients of premiums.... * (j) Other material provisions of Trust Agreement relating to insurance................ * - --------------------- *Not applicable, answer negative or not required. VII. Policy of Registrant -------------------- 52. (a) Method of selecting and eliminating securities from the Trust..................... The Trust - Creation of Creation Units; The Portfolio; Administration of the Trust (b) Elimination of securities from the Trust................ * (c)............................... Policy of Trust regarding substitution and elimina- tion of securities............ Same as set forth in 52(a) (d) Description of any other fundamental policy of the Trust......................... * 53. (a) Taxable status of the Trust... Tax Status of the Trust (b) Qualification of the Trust as a regulated investment company....................... Same as set forth in 53(b) VIII. Financial and.Statistical Information ------------------------------------- 54. Information regarding the Trust's last ten fiscal years................... * 55.................................... Certain information regarding periodic payment plan certifi- cates............................. * 56. Certain information regarding periodic payment plan certifi- cates............................. * 57. Certain information regarding periodic payment plan certifi- cates............................. * - --------------------- *Not applicable, answer negative or not required. 58. Certain information regarding periodic payment plan certifi- cates........................... * 59. Financial statements (Instruction 1(c) to Form S-6).. * Undertaking to File Reports --------------------------- Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, the undersigned registrant hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents, and reports as may be prescribed by any rule or regulations of the Commission heretofore or hereafter duly adopted pursuant to authority conferred in that section. ---------------------------- PROSPECTUS SUPPLEMENT DATED SEPTEMBER 30, 1997 ---------------------------- This Prospectus Supplement dated September 30, 1997 modifies the prospectus for the SPDR Trust Series 1 (the "Trust") dated April 25, 1997 attached hereto. ---------------------------- Effective September 30, 1997, the year end of the Trust will change from a calendar year ending on each December 31 to a fiscal year ending on each September 30. Regular quarterly ex-dividend dates and distribution dates will remain unchanged. Statements will be furnished to Beneficial Owners in the same manner as that described on page 51 of the prospectus, but henceforth they will be made available promptly after the end of each fiscal year. ---------------------------- Effective December 1, 1997, ALPS Mutual Funds Services, Inc. will replace PDR Distributors, Inc. as the Distributor of the Trust. The Distributor is a corporation organized under the laws of the State of Colorado and is located at 370 17th Street, Suite 3100, Denver, CO 80202. The Distributor is a registered broker-dealer and a member of the National Association of Securities Dealers, Inc. The Sponsor pays the Distributor for its services a flat annual fee. The Distributor will undertake all of the duties and obligations of its predecessor as described in the prospectus. ---------------------------- The prospectus dated April 25, 1997 and contained in Post Effective Amendment No. 5 to the Registration Statement File No. 33-46080 is herein incorporated by reference. CONTENTS OF REGISTRATION STATEMENT This amendment to the Registration Statement on Form S-6 comprises the following papers and documents: The facing sheet. The cross-reference sheet. The prospectus. The undertaking to file reports. The signatures. The following exhibits: 1. Amendment dated as of September 1, 1997 and effective September 30, 1997 to the Standard Terms and Conditions of Trust dated as of January 1, 1993 and to the Trust Indenture and Agreement dated January 22, 1993 for Standard & Poor's Depositary Receipts ("SPDR") Trust between PDR Services Corporation, as Sponsor, and State Street Bank & Trust Company, as Trustee. 2. Representation of Counsel under Rule 485. FINANCIAL STATEMENTS -------------------- 1. Statement of Financial Condition of the Trust as shown in the current Prospectus for this series herewith. 2. Financial Statements of the Depositor: PDR Services Corporation - Financial Statements, as part of American Stock Exchange, Inc. Current consolidated financial statements incorporated by reference to Form 1-A, amendment No. 312 filed on June 27, 1997. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant, SPDR Trust Series 1, has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of New York, and State of New York, on the 30th day of September, 1997. SPDR TRUST SERIES 1 (Registrant) By: PDR Services Corporation (Depositor) ------------------------- Joseph Stefanelli President Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed on behalf of PDR Services Corporation, the Depositor, by the following persons who constitute a majority of its Board of Directors and by the named persons who are in the following capacities, in the City of New York and State of New York, on the date indicated. PDR SERVICES CORPORATION Name Title/Office - ---- ------------ Joseph Stefanelli President* and Director** Gary L. Gastineau Vice President and Director** Paul R. Shackford Treasurer and Director**** By: -------------------- James F. Duffy Attorney-in-fact* - ---------- * Executed copies of the power of attorney were previously filed with the Securities and Exchange Commission (the "Commission") in connection with Post-Effective Amendment Number 1 to the Registration Statement dated May 20, 1994, as Exhibit No. 3. ** Executed copies of the powers of attorney were previously filed with the Commission in connection with the Registration Statement on January 22, 1993 as Exhibit No. 9. *** Executed copy of the power of attorney was previously filed with the Commission in connection with Post Effective Amendment No. 1 to the Registration Statement for MidCap SPDR Trust, Series 1 dated January 19, 1996 (File No. 33-89088), as Exhibit No. 4. **** Executed copy of the power of attorney was previously filed with the Commission in connection with Post Effective Amendment No. 5 to the Registration Statement dated April 25, 1997 as Exhibit No. 5. ====================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- FORM S-6 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------- PDR SERVICES CORPORATION ------------- EXHIBITS ====================================== EXHIBIT INDEX EXHIBIT NO. TITLE OF DOCUMENT - ----------- ----------------- 1. Amendment dated as of September 1, 1997 and effective September 30, 1997 to Standard Terms and Conditions of Trust dated as of January 1, 1993 and to the Trust Indenture and Agreement dated January 22, 1993 for Standard & Poor's Depositary Receipts ("SPDR") Trust between PDR Services Corporation, as Sponsor, and State Street Bank & Trust Company, as Trustee. 2. Representation of Counsel under Rule 485. EX-99.1 2 AMENDMENT TO THE STANDARD TERMS AND CONDITIONS EXHIBIT 1 AMENDMENT TO THE STANDARD TERMS AND CONDITIONS OF TRUST DATED AS OF JANUARY 1, 1993 AND TO THE TRUST INDENTURE AND AGREEMENT DATED JANUARY 22, 1993 FOR STANDARD & POOR'S DEPOSITARY RECEIPTS ("SPDR") TRUST BETWEEN PDR SERVICES CORPORATION, AS SPONSOR, AND STATE STREET BANK AND TRUST COMPANY, AS TRUSTEE EFFECTIVE SEPTEMBER 30, 1997 This Amendment (the "Amendment Agreement") dated as of September 1, 1997 and effective September 30, 1997 between PDR Services Corporation as sponsor (the "Sponsor") and State Street Bank and Trust Company as trustee (the "Trustee") amends the document entitled "Standard Terms and Conditions of Trust for Standard & Poor's Depositary Receipts ("SPDR") Trust dated as of January 1, 1993 between PDR Services Corporation, as Sponsor, and State Street Bank and Trust Company, as Trustee" (hereinafter called the "Standard Terms") and the document entitled "Trust Indenture and Agreement dated January 22, 1993 incorporating by reference Standard Terms and Conditions of Trust for Standard & Poor's Depositary Receipts ("SPDR") Trust Series 1 dated as of January 1, 1993", (hereinafter called the "Trust Indenture"), (the Standard Terms and the Trust Indenture and any and all previous amendments thereto hereinafter called the "Trust Documents"). WITNESSETH THAT: WHEREAS, the parties hereto have entered into the Trust Documents to facilitate the creation of the Standard & Poor's Depositary Receipts ("SPDR") Trust (the "Trust"); and WHEREAS, the parties hereto desire to amend the Trust Documents as more fully set forth below; NOW THEREFORE, in consideration of the premises and of the mutual agreements contained herein, the Sponsor and the Trustee agree as follows: 1. Section 2F of the Trust Indenture which states that: "The Trust's taxable year shall be the calendar year ending each December 31." shall be deleted in its entirety and the following sentence shall be inserted in replacement thereof: "The Trust's taxable year shall be the fiscal year ending each September 30, commencing with September 30, 1997." 2. Article I of the Standard Terms which states that the definition of the term "Distributor" means: ----------- "PDR Distributors, Inc., a registered broker-dealer, a member of the National Association of Securities Dealers, Inc. and a wholly-owned subsidiary of Signature Financial Group, Inc." shall be amended to add the text set forth below following the word "Inc.": ", any successor corporation thereto and any other corporation appointed by the Sponsor and the Trust to act as the Distributor hereunder, provided that such corporation is identified as the Distributor in the current version of the Trust prospectus." 3. Section 3.05 of the Standard Terms which states that: "Promptly after the end of each calendar year, the Trustee will furnish to the DTC Participants for distribution to each person who was a Beneficial Owner of SPDRS at the end of such calendar year, an annual report of the Trust containing financial statements audited by independent accountants of nationally recognized standing and such other information as may be required by applicable laws, rules and regulations. " shall be deleted in its entirety and the following text shall be inserted in replacement thereof: "Promptly after the end of each taxable year of the Trust, the Trustee will furnish to the DTC Participants for distribution to each person who was a Beneficial Owner of SPDRS at the end of such taxable year, an annual report of the Trust containing financial statements audited by independent accountants of nationally recognized standing and such other information as may be required by applicable laws, rules and regulations." 4. Pursuant to Section 10.01 of the Standard Terms, both parties to this Amendment Agreement hereby agree that paragraphs (1) and (2) of this Amendment Agreement are made in regard to matters as will not adversely affect the interests of Beneficial Owners in compliance with the provisions of Section 10.01(a) thereof. 5. Pursuant to Section 10.01, the Trustee agrees that it shall promptly furnish each DTC Participant with sufficient copies of a written notice of the substance of the terms of this Amendment Agreement for transmittal by each such DTC Participant to the Beneficial Owners of the Trust. 6. Except as amended hereby, the Trust Documents now in effect are in all respects ratified and confirmed hereby and this Amendment Agreement and all of its provisions shall be deemed to be a part of the Trust Documents. 7. This Amendment Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed as of the date hereof. PDR SERVICES CORPORATION, as Sponsor By:_________________________________ Title: President ATTEST: ____________ TITLE: _____________ STATE STREET BANK AND TRUST COMPANY, as Trustee By:_________________________________ Title: Senior Vice President ATTEST: ____________ TITLE: _____________ STATE OF NEW YORK ): ss: COUNTY OF NEW YORK ) On the __ day of September in the year 1997 before me personally came Joseph Stefanelli to me known, who, being by me duly sworn, did depose and say that he is the President of PDR Services Corporation, the corporation described in and which executed the above instrument; and that he signed his name thereto by like authority. _________________________ Notary Public COMMONWEALTH OF MASSACHUSETTS ) : ss: COUNTY OF NORFOLK) On this ___ day of September, 1997, before me personally appeared _________, to me known, who, being by me duly sworn, did depose and say that she is ____________ of State Street Bank and Trust Company, the bank and trust company described in and which executed the above instrument; and that she signed her name thereto by authority of the board of directors of said bank and trust company. ________________________ Notary Public EX-99.2 3 REPRESENTATION OF COUNSEL EXHIBIT 2 REPRESENTATION OF COUNSEL UNDER RULE 485(b) ------------------------------------------- THE SECURITIES AND EXCHANGE COMMISSION SPDR TRUST, SERIES 1 (File No. 33-46080) Pursuant to paragraph (b)(4) of Rule 485 of the Securities and Exchange Commission (17 C.F.R. 230. 485) ("Rule 485"), we hereby represent that the Registration Statement on Form S-6 under the Securities Act of 1933, as amended, and Amendment No.6 to such registration statement (the "Registration Statement") does not contain disclosures which would render such Registration Statement ineligible to become effective pursuant to paragraph (b) of Rule 485. CARTER, LEDYARD & MILBURN September 30 , 1997 New York, New York -----END PRIVACY-ENHANCED MESSAGE-----