EQUITY SECURITIES TRUST, SERIES 6
SIGNATURE SERIES, GABELLI ENTERTAINMENT AND MEDIA TRUST
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated November
16, 1995 between Xxxxx & Xxxx Distributor L.P., 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 "Equity Securities Trust, Series 6, Signature Series,
Gabelli Entertainment and Media Trust, and Subsequent Series, Trust
Indenture and Agreement" dated November 16, 1995 and as amended in part by
this Agreement (collectively, such documents hereinafter called the
"Indenture and Agreement"). This Agreement and the Indenture, as
incorporated by reference herein, will constitute a single instrument.
WITNESSETH THAT:
WHEREAS, this Agreement is a Reference Trust Agreement as defined
in Section 1.1 of the Indenture, and shall be amended and modified from
time to time by an Addendum as defined in Section 1.1 (1) of the Indenture,
such Addendum setting forth any Additional Securities as defined in Section
1.1 (2) of the Indenture;
WHEREAS, the Depositor wishes to deposit Securities, and any
Additional Securities as listed on any Addendums hereto, into the Trust and
issue Units, and Additional Units as the case maybe, in respect thereof
pursuant to Sections 2.1 and 2.6 of the Indenture; and
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the Depositor and the Trustee as follows:
Part I
STANDARD TERMS AND CONDITIONS OF TRUST
Section 1. Subject to the provisions of Part II hereof, all
the provisions contained in the Indenture 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.
Section 2. This Reference Trust Agreement may be amended and
modified by Addendums, attached hereto, evidencing the purchase of
Additional Securities which have been deposited to effect an increase over
the number of Units initially specified in Part II of this Reference Trust
Agreement ("Additional Closings"). The Depositor and Trustee hereby agree
that their respective representations, agreements and certifications
contained in the Closing Memorandum dated November 16, 1995, relating to
the initial deposit of Securities continue as if such representations,
agreements and certifications were made on the date of such Additional
Closings and with respect to the deposits made therewith, except as such
representations, agreements and certifications relate to their respective
By-Laws and as to which they each represent that their has been no
amendment affecting their respective abilities to perform their respective
obligations under the Indenture.
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
Section 1. The following special terms and conditions are hereby
agreed to:
(a) The Securities (including Contract Securities) listed in
Schedule A hereto have been deposited in the Trust under this Agreement.
(b) The number of Units delivered by the Trustee in exchange for
the Securities referred to in Section 2.3 is 20,806.
(c) For the purposes of the definition of Unit in item (22) of
Section 1.1, the fractional undivided interest in and ownership of the
Trust initially is 1/20806 as of the date hereof.
(d) The term Record Date shall mean the first day of March, June,
September and December commencing on March 1, 1995.
(e) The term Distribution Date shall mean the fifteenth day of
the month on which a Record Date occurs (or the last business day prior
thereto) commencing on March 15, 1996.
(f) The First Settlement Date shall mean November 21, 1995.
(g) For purposes of Section 6.1(g), the liquidation amount is
hereby specified to be 40% of the aggregate value of the Securities at the
completion of the Deposit Period.
2
(h) For purposes of Section 6.4, the Trustee shall be paid per annum
an amount computed according to the following schedule, determined on the basis
of the number of Units outstanding as of the Record Date preceding the Record
Date on which the compensation is to be paid, provided, however, that with
respect to the period prior to the first Record Date, the Trustee's compensation
shall be computed at $.94 per 100 Units.
rate per 100 Units number of Units outstanding
$0.76 100,000,000 or more
$0.84 50,000,000 - 99,999,999
$0.94 49,999,999 or less
(i) For purposes of Section 7.4, the Depositor's maximum annual
supervisory fee is hereby specified to be $.25 per 100 Units outstanding.
(j) The Termination Date shall be November 16, 1998 or the
disposition of the last Security in the Trust.
(k) The fiscal year for the Trust shall end on June 30 of each
year.
(l) For purposes of this Series of Equity Securities Trust, the
form of Certificate set forth in Indenture shall be appropriately modified
to reflect the title of this Series and represent as set forth above.
IN WITNESS WHEREOF, the parties hereto have caused this Reference
Trust Agreement to be duly executed on the date first above written.
[Signatures on separate pages]
3
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), Trustee
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------
Vice President
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 9th day of November, 1995, before me personally
appeared Xxxxxx X. Xxxxxxxx, to me known, who being by me duly
sworn, said that he is an Authorized Signator of The Chase Manhattan Bank
(National Association), one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation and that he signed his name thereto by like authority.
/s/ Xxxxxxx X. Xxxxxxx
-------------------------
Notary Public
XXXXXXX X. XXXXXXX
NOTARY PUBLIC, STATE OF NEW YORK
NO. 01BO4950864
EXP. 5-8-97
4
XXXXX & XXXX DISTRIBUTORS L.P.
Depositor
By: Xxxxx & Tang Asset Management, Inc.,
as General Partner of Depositor
By: /s/ Xxxxx X. XxXxxxx
---------------------------
Authorized Signator
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 15th day of November, 1995, before me personally
appeared Xxxxx X. XxXxxxx, to me known, who being by me duly sworn, said
that he is an Authorized Signator of Xxxxx & Xxxx Asset Management, Inc. as
General Partner of the Depositor, one of the corporations described in and
which executed the foregoing instrument, and that he signed his name
thereto by authority of the Board of Directors of said corporation.
/s/ Xxxxxx Xxxxxx
-----------------------------
Notary Public
Notary Public, State of New York
No. 00-0000000
Qualified in the County of New York
Term Expires 8/31/96
5
Schedule A
EQUITY SECURITIES TRUST
SERIES 6
SIGNATURE SERIES
GABELLI ENTERTAINMENT AND MEDIA TRUST
PORTFOLLO
AS OF NOVEMBER 16, 1995
A MONTHLY PAYMENT SERIES
NUMBER OF PERCENTAGE MARKET COST OF
PORTFOLIO SECURITIES OF VALUE SECURITIES
NO. (SHS./PRINC.) NAME OF ISSUER (2) TRUST (1) PER SHARE TO TRUST (3)
--------- ------------- ------------------------- ---------- --------- ------------
COMMON STOCK: 84.55%
Broadcasting: 4.97%
1 33 Shs. BHC Communications, Inc. 1.49% 90.250 $ 2,978
2 72 Shs. Xxxxx-Craft Industries,
Inc. 1.49% 41.500 2,988
3 164 Shs. Scandanavian Broadcasting
Systems 1.99% 24.250 3,977
------------
9,943
------------
Cable: 9.37%
4 284 Shs. Comcast Corporation 2.56% 18.000 5,112
5 112 Shs. International Cable Tel. 1.52% 27.125 3,038
6 130 Shs. Media General, Inc. 1.99% 30.625 3,981
7 61 Shs. NYNEX Corp. 1.51% 49.500 3,019
8 198 Shs. Telecommunications, Inc. 1.79% 18.125 3,589
------------
18,739
------------
Other Media: 15.96%
9 51 Shs. America Online 1.96% 77.000 3,927
10 33 Shs. Broderbund Software, Inc. 0.99% 59.750 1,972
11 130 Shs. Central European Media
Enterprises 1.50% 23.000 2,990
12 44 Shs. H & R Block Inc. 0.98% 44.625 1,964
13 41 Shs. IBM 1.96% 95.500 3,916
14 62 Shs. Intel Corporation 2.01% 64.750 4,015
15 54 Shs. Microsoft Corporation 2.54% 94.000 5,076
16 111 Shs. Novell 0.97% 17.500 1,943
17 130 Shs. Pan Am Sat 1.01% 15.500 2,015
18 69 Shs. Sierra On-Line, Inc. 1.01% 29.250 2,018
19 205 Shs. Spectrum Holobyte Inc. 1.03% 10.000 2,050
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31,886
------------
Publishing/
Entertainment: 31.24%
20 98 Shs. AMC Entertainment 0.99% 20.250 1,984
21 400 Shs. American Media Inc. 1.00% 5.000 2,000
22 200 Shs. BET Holdings 2.06% 20.625 4,125
23 128 Shs. Xxxxxxx Entertainment
Company 1.50% 23.500 3,008
24 59 Shs. GC Companies, Inc. 1.00% 33.875 1,999
25 155 Shs. International Family
Entertainment, Inc. 1.50% 19.375 3,003
26 48 Shs. Knight Ridder 1.48% 61.625 2,958
27 118 Shs. Liberty Media Group 1.48% 25.125 2,965
28 111 Shs. Xxxxxxxx Corporation 2.01% 36.125 4,010
29 266 Shs. News Corporation Limited 2.53% 19.000 5,054
30 86 Shs. Pulitzer Publishing
Company 1.98% 46.125 3,967
31 44 Shs. Scholastic Corp. 1.47% 66.750 2,937
32 109 Shs. Seagram's Ltd. 1.99% 36.500 3,978
33 173 Shs. Time Warner Inc. 3.27% 37.750 6,531
34 144 Shs. Viacom Inc. 3.48% 48.375 6,966
35 121 Shs. Xxxx Disney Company 3.50% 57.875 7,003
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62,488
------------
Telecommunications:
23.01%
36 133 Shs. AirTouch Communications,
Inc. 2.00% 30.000 3,990
37 101 Shs. AT&T Corp. 3.26% 64.500 6,514
38 123 Shs. BCE Inc. 2.00% 32.625 4,013
39 77 Shs. Xxxx South Corp. 1.49% 38.750 2,984
40 67 Shs. Cellular Communications,
Inc. 1.72% 51.250 3,434
NUMBER OF PERCENTAGE MARKET COST OF
PORTFOLIO SECURITIES OF VALUE SECURITIES
NO. (SHS./PRINC.) NAME OF ISSUER (2) TRUST (1) PER SHARE TO TRUST (3)
--------- ------------- ------------------------- ---------- --------- ------------
41 209 Shs. Centennial Cellular Corp. 2.04% 19.500 4,075
42 65 Shs. Century Telephone
Enterprises, Inc. 0.99% 30.500 1,982
43 74 Shs. GTE Corporation 1.50% 40.500 2,997
44 63 Shs. Motorola, Inc. 2.01% 63.875 4,024
45 76 Shs. Nippon Telegraph &
Telephone 1.49% 39.250 2,983
46 80 Shs. Sprint Corporation 1.51% 37.625 3,010
47 130 Shs. Telecommunications
International, Inc. 1.50% 23.125 3,006
48 97 Shs. US West 1.50% 30.875 2,995
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46,007
------------
Common Stock Sub-Total 170,069
------------
ADRs: 15.45%
Broadcasting: 2.01%
49 248 Shs. Grupo Televisa S.A. 2.01% 16.250 4,030
------------
4,030
------------
Publishing/
Entertainment: 3.96%
50 34 Shs. PolyGram NV 0.99% 58.000 1,972
51 53 Shs. Reuters Holdings P.L.C. 1.48% 56.000 2,968
52 61 Shs. Sony Corp. 1.49% 48.750 2,974
------------
7,914
------------
Telecommunications:
9.48%
53 151 Shs. Cable and Wireless plc 1.49% 19.750 2,982
54 183 Shs. Hong Kong Telecom 1.51% 16.500 3,019
55 103 Shs. Telecomunicacoes
Brasileiras S.A. 1.99% 38.625 3,978
00 00 Xxx. Xxxxxxxxxx xx Xxxxxx 1.50% 40.000 3,000
57 117 Shs. Telefonos De Mexico S.A. 1.51% 25.750 3,013
58 75 Shs. Voda Fone Group plc 1.48% 39.375 2,953
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18,945
------------
ADRs Sub-Total 30,889
------------
Total Investment in Securities 199,952
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FOOTNOTES TO PORTFOLIO
(1) Based on the cost of the Securities to the Trust.
(2) Forward contracts to purchase the Securities were entered into on November
15, 1995. All such contracts are expected to be settled on or about the
First Settlement Date of the Trust which is expected to be November 21,
1995.
(3) Evaluation of Securities by the Trustee was made on the basis of closing
sale prices at the Evaluation Time on the day prior to the Initial Date of
Deposit.
Additional information regarding the Trust is as follows:
SPONSOR'S PROFIT/LOSS
SPONSOR'S (INITIAL DATE
PURCHASE PRICE OF DEPOSIT)
--------------- ----------------------
$200,952 ($230)
