AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 14, 2007
1933 ACT FILE NO. 333-_________
1940 ACT FILE NO. 811 - 03763
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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REGISTRATION STATEMENT ON
FORM S-6
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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: CLAYMORE SECURITIES DEFINED PORTFOLIOS,
SERIES 457
B. NAME OF DEPOSITOR: CLAYMORE SECURITIES, INC.
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
Claymore Securities, Inc.
2455 Corporate West Drive
Lisle, Illinois 60532
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
Copies to:
NICHOLAS DALMASO, ESQ. ERIC F. FESS
Senior Managing Director and Chief
Administrative Officer
Claymore Securities, Inc. Chapman and Cutler LLP
2455 Corporate West Drive 111 West Monroe Street
Lisle, Illinois 60532 Chicago, Illinois 60603
(630) 505-3736 (312) 845-3000
It is proposed that this filing will become effective (check appropriate box)
/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / on (date) pursuant to paragraph (a) of rule 485 or 486
/ / This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
E. TITLE OF SECURITIES BEING REGISTERED: Units of fractional undivided
beneficial interest.
F. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: As soon as practicable
after the effective date of the Registration Statement.
/ / Check box if it is proposed that this filing will become effective on
(date) at (time) pursuant to Rule 487.
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The registration 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 DECEMBER 14, 2007
CLAYMORE SECURITIES DEFINED PORTFOLIOS, SERIES 457
Zacks Select Large-Cap Growth Portfolio, Series 6
(the "Zacks Select Large-Cap Growth Trust")
Zacks Small-Cap Value Portfolio, Series 3
(the "Zacks Small-Cap Value Trust")
10,000 Units (A Unit Investment Trust)
The above-referenced series is comprised of Zacks Select Large-Cap
Growth Portfolio, Series 6 and Zacks Small-Cap Value Portfolio, Series 3 (each a
"trust" and together, the "trusts").
The attached final prospectus for the prior series of each respective
trust is hereby used as the preliminary prospectus for the above-referenced
Series. The narrative information and structure of the attached final prospectus
will be substantially similar to that of the final prospectus for each trust in
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 available as of this date and will be different because
each series has a unique portfolio. Accordingly, the information contained
herein with regard to the previous series of each trust 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 of each trust.
The registration statement relating to the units of this Series is not
complete, may be changed and is not yet effective. Information contained herein
is subject to completion or amendment. The units of this Series may neither be
sold nor may an offer to buy such units be accepted prior to the time the
registration statement becomes effective. This prospectus shall neither
constitute an offer to sell nor be considered a solicitation of an offer to buy
the units. There shall be no 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.
For purposes of the Zacks Select Large-Cap Growth Trust and Zacks
Small-Cap Value Trust, incorporated herein by reference is the final prospectus
for Series 436 (Registration No. 333-146082) as filed on October 1, 2007, which
shall be used as the preliminary prospectus for such Zacks Select Large-Cap
Growth Trust and Zacks Small-Cap Value Trust.
CONTENTS OF REGISTRATION STATEMENT
A. Bonding Arrangements of Depositor:
The Depositor has obtained the following Securities Dealer Blanket Bond for
its officers, directors and employees:
INSURER/POLICY NO. AMOUNT
National Union Fire Insurance
Company of Pittsburgh, Pennsylvania $250,000
959-9000
This Registration Statement comprises the following papers and documents.
The Facing Sheet
The Prospectus
The Signatures
Consents of Counsel
The following exhibits:
1.1 Reference Trust Agreement (to be supplied by amendment).
1.1.1 Standard Terms and Conditions of Trust (Reference is made to Exhibit
1.1.1 to Amendment No. 1 to the Registration Statement on Form S-6 for
Claymore Securities Defined Portfolios, Series 116 (File No. 333-72828
filed on December 18, 2001).
2.1 Code of Ethics (Reference is made to Exhibit 2.1 to the Registration
Statement on Form S-6 for Claymore Securities Deferred Portfolios,
Series 213 (File No. 333-122184 filed on February 9, 2005).
3.1 Opinion of counsel as to legality of the securities being registered
including a consent to the use of its name in the Registration
Statement (to be supplied by amendment).
3.2 Opinion of counsel as to the Trustee and the Trust (s) including a
consent to the use of its name in the Registration Statement (to be
supplied by amendment).
4.1 Consent of Independent Registered Public Accounting Firm (to be
supplied by amendment).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Claymore Securities Defined Portfolios, Series 457 has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Lisle, and State of Illinois, on the 14th day of
December, 2007.
CLAYMORE SECURITIES DEFINED PORTFOLIOS, SERIES 457
Registrant
By: CLAYMORE SECURITIES, INC.
Depositor
By: /s/ Nicholas Dalmaso
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Nicholas Dalmaso
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on December 14, 2007 by the following persons,
who constitute a majority of the Board of Directors of Claymore Securities, Inc.
SIGNATURE* TITLE** DATE
) By: /s/ Nicholas Dalmaso
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) Nicholas Dalmaso
) Attorney-in-Fact*
)
DAVID HOOTEN* Chief Executive Officer and ) December 14, 2007
Chairman of the Board of )
Directors )
MICHAEL RIGERT* President and Director ) December 14, 2007
ANTHONY DILEONARDI* Senior Managing Director ) December 14, 2007
BRUCE ALBELDA* Chief Financial Officer and December 14, 2007
Director
/s/ Nicholas Dalmaso
NICHOLAS DALMASO Senior Managing Director and December 14, 2007
Chief Administrative Officer
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* An executed copy of the related power of attorney was filed as Exhibit
6.0 to Registration Statement No. 333-142967 on May 15, 2007.
** The titles of the persons named herein represent their capacity in and
relationship to Claymore Securities, Inc., the Depositor.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The consent of Grant Thornton LLP to the use of its report and to the
reference to such firm in the Prospectus included in the Registration Statement
will be filed as Exhibit 4.1 to the Registration Statement.
CONSENT OF CHAPMAN AND CUTLER LLP
The consent of Chapman and Cutler LLP to the use of its name in the
Prospectus included in the Registration Statement will be contained in its
opinion to be filed as Exhibit 3.1 to the Registration Statement.
CONSENT OF DORSEY & WHITNEY LLP
The consent of Dorsey & Whitney LLP to the use of its name in the
Prospectus included in the Registration Statement will be contained in its
opinion to be filed as Exhibit 3.2 to the Registration Statement.
MEMORANDUM
Re: Claymore Securities Defined Portfolios, Series 457
The list of securities comprising the trust of the fund, the
evaluation, record and distribution dates and other changes pertaining
specifically to the new series, such as size and number of units of the trust in
the fund and the statement of financial condition of the new fund will be filed
by amendment.
1940 ACT
FORMS N-8A AND N-8B-2
Form N-8A and Form N-8B-2 were filed in respect of Claymore Securities
Defined Portfolios, Series 116 (and subsequent series) (File No. 811-03763).
1933 ACT
THE INDENTURE
The form of the proposed Standard Terms and Conditions of Trust is
expected to be in all respects consistent with the form of the Standard Terms
and Conditions of Trust dated December 18, 2001 relative to Claymore Securities
Defined Portfolios, Series 116.
CHAPMAN AND CUTLER LLP
Chicago, Illinois
December 14, 2007