S-6/A 1 s-6a.txt AMENDMENT TO FORM S-6 FILING 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: The First Trust Combined Series 275 B. Name of Depositor: FIRST TRUST PORTFOLIOS L.P. C. Complete Address of Depositor's 1001 Warrenville Road Principal Executive Offices: Lisle, Illinois 60532 D. Name and Complete Address of Agents for Service: FIRST TRUST PORTFOLIOS L.P. Attention: James A. Bowen Suite 300 1001 Warrenville Road Lisle, Illinois 60532 CHAPMAN & CUTLER Attention: Eric F. Fess 111 West Monroe Street Chicago, Illinois 60603 E. Title of Securities Being Registered: An indefinite number of Units pursuant to Rule 24f-2 promulgated under the Investment Company Act of 1940, as amended. F. Approximate Date of Proposed Sale to the Public: ____ Check if it is proposed that this filing will become effective on _____ at ____ p.m. pursuant to Rule 487. 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 thereafter 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. Preliminary Prospectus Dated August 26, 2002 The First Trust Combined Series 275 10,000 Units (A Unit Investment Trust) The attached final Prospectus for a prior Series of the Fund is hereby used as a preliminary Prospectus for the above stated Series. The narrative information and structure of the attached final Prospectus will be substantially the same as that of the final Prospectus for this Series. 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 since each Series has a unique Portfolio. Accordingly the information contained herein with regard to the previous Series should be considered as being included for informational purposes only. Ratings of the securities in this Series are expected to be comparable to those of the securities deposited in the previous Series. A registration statement relating to the units of this Series will be filed with the Securities and Exchange Commission but has not yet become effective. Information contained herein is subject to completion or amendment. Such Units may not be sold nor may offer to buy 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 the Units in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. (Incorporated herein by reference is the final prospectus for The First Trust Combined Series 274 (Registration No. 333-22621) as filed on August 15, 2002, which shall be used as preliminary prospectus for the current series of the Fund.) MEMORANDUM Re: The First Trust Combined Series 275 As indicated in our cover letter transmitting the Registration Statement on Form S-6 and other related material under the Securities Act of 1933 to the Commission, the only difference of consequence (except as described below) between The First Trust Combined Series 274, which is the current fund, and The First Trust Combined Series 275, the filing of which this memorandum accompanies, is the change in the series number. The list of bonds comprising the Fund, the evaluation, record and distribution dates and other changes pertaining specifically to the new series, such as size and number of Units in the Fund and the statement of condition of the new Fund, will be filed by amendment. 1940 Act Forms N-8A and N-8B-2 These forms were not filed, as the Form N-8A and Form N-8B-2 filed in respect of The First Trust of Insured Municipal Bonds, Series 1 (File No. 811-2541) related also to the subsequent series of the Fund. 1933 Act Prospectus The only significant changes in the Prospectus from the Series 274 Prospectus relate to the series number and size and the date and various items of information which will be derived from and apply specifically to the bonds deposited in the Fund. CONTENTS OF REGISTRATION STATEMENT Item A. Bonding Arrangements of Depositor First Trust Portfolios, L.P. is covered by a Brokers' Fidelity Bond, in the total amount of $2,000,000, the insurer being National Union Fire Insurance Company of Pittsburgh. Item B. This Registration Statement comprises the following papers and documents: See "Exhibit Index" on page S-5. S-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, The First Trust Combined Series 275, has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Lisle and State of Illinois on August 26, 2002. THE FIRST TRUST COMBINED SERIES 275 (Registrant) By: FIRST TRUST PORTFOLIOS, L.P. (Depositor) By Robert M Porcellino Senior Vice President S-2 Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following person in the capacity and on the date indicated: NAME TITLE* DATE David J. Allen Director ) of The Charger ) Corporation, the ) August 26, 2002 General Partner of ) First Trust ) Portfolios, L.P. ) Judith M. Van Kampen Director ) of The Charger ) Robert M. Porcellino Corporation, the ) Attorney-in-Fact** General Partner of ) First Trust ) Portfolios, L.P. ) Karla M. Van Kampen-Pierre Director ) of The Charger ) Corporation, the ) General Partner of ) First Trust ) Portfolios, L.P. ) David G. Wisen Director ) of The Charger ) Corporation, the ) General Partner of ) First Trust ) Portfolios, L.P. ) * The title of the person named herein represents his or her capacity in and relationship to First Trust Portfolios, L.P., Depositor. ** An executed copy of the related power of attorney was filed with the Securities and Exchange Commission in connection with the Amendment No. 1 to Form S-6 of FT 597 (File No. 333-76518) and the same is hereby incorporated herein by this reference. S-3 CONSENTS OF COUNSEL The consents of counsel to the use of their names in the Prospectus included in this Registration Statement will be contained in their respective opinions to be filed as Exhibits 3.1, 3.2, 3.3 and 3.4 of the Registration Statement. CONSENT OF DELOITTE & TOUCHE LLP The consent of Deloitte & Touche LLP to the use of its name and to the reference to such firm in the Prospectus included in this Registration Statement will be filed by amendment. CONSENT OF SECURITIES EVALUATION SERVICE, INC. The consent of Securities Evaluation Service, Inc. to the use of its name in the Prospectus included in the Registration Statement is filed as Exhibit 4.1 to the Registration Statement CONSENT OF STANDARD & POOR'S RATINGS GROUP, A DIVISION OF MCGRAW- HILL, INC. The consent of Standard & Poor's Ratings Group, A Division of McGraw-Hill, Inc. to the use of its name in the Prospectus included in this Registration Statement will be filed as Exhibit 4.2 to the Registration Statement. S-4 EXHIBIT INDEX 1.1 Form of Standard Terms and Conditions of Trust for The First Trust Combined Series 145 and subsequent Series effective October 16, 1991, among Nike Securities L.P., as Depositor, United States Trust Company of New York, as Trustee, Securities Evaluation Service, Inc., as Evaluator, and Nike Financial Advisory Services L.P. as Portfolio Supervisor (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 33-3289] filed on behalf of The First Trust Combined Series 145). Effective June 27, 2002, Nike Securities L.P. changed its name to First Trust Portfolios, L.P. 1.1.1* Form of Trust Agreement for Series 275 among First Trust Portfolios, L.P., as Depositor, JPMorgan Chase Bank, as Trustee, Securities Evaluation Service, Inc., as Evaluator, and First Trust Advisors L.P., as Portfolio Supervisor. 1.2 Copy of Certificate of Limited Partnership of First Trust Portfolios, L.P. (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 33-42683] filed on behalf of The First Trust Special Situations Trust, Series 18). 1.3 Copy of Amended and Restated Limited Partnership Agreement of First Trust Portfolios, L.P. (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 33- 42683] filed on behalf of The First Trust Special Situations Trust, Series 18). 1.4 Copy of Articles of Incorporation of The Charger Corporation, General Partner of First Trust Portfolios, L.P., Depositor (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 33-42683] filed on behalf of The First Trust Special Situations Trust, Series 18). 1.5 Copy of By-Laws of The Charger Corporation, General Partner of First Trust Portfolios, L.P., Depositor (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 33-42683] filed on behalf of The First Trust Special Situations Trust, Series 18). 1.6 Master Agreement Among Underwriters (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 33- 43289] filed on behalf of The First Trust Combined Series 145). S-5 2.1 Copy of Certificate of Ownership (included in Exhibit 1.1 filed herewith on page 2 and incorporated herein by reference). 3.1* Opinion of counsel as to legality of securities being registered. 3.2* Opinion of counsel as to Federal income tax status of securities being registered. 3.3* Opinion of counsel to New York tax status of securities being registered. 3.4* Opinion of counsel as to advancement of funds by Trustee. 4.1* Consent of Securities Evaluation Service, Inc. 4.2* Consent of Standard & Poor's Ratings Group, A Division of McGraw-Hill, Inc. 6.1 List of Directors and Officers of Depositor and other related information (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 33-42683] filed on behalf of The First Trust Special Situations Trust, Series 18). 7.1 Power of Attorney executed by the Directors listed on page S-3 of this Registration Statement (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333- 76518] filed on behalf of FT 597. _________________ * To be filed by amendment. S-6