File No. 33-46080
811-7330
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
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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)
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7. Changes of name............ * 8. Fiscal Year................ * 9. Material Litigation........ * |
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
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*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... *
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*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...... *
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*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 *
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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....................... *
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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)
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*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........ *
---------------------
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*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
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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
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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................ *
---------------------
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*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)
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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............................. *
---------------------
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*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).. *
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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.
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)
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*
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* 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.
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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."
"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 )
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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.
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
EXHIBIT 2
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