AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 4, 2008
1933 ACT FILE NO. 333-_________
1940 ACT FILE NO. 811 - 03763
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
REGISTRATION STATEMENT ON
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: CLAYMORE SECURITIES DEFINED PORTFOLIOS,
SERIES 485
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.
================================================================================
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 MARCH 4, 2008
CLAYMORE SECURITIES DEFINED PORTFOLIOS, SERIES 485
10,000 Units (A Unit Investment Trust)
The above-referenced series is comprised of Homeland Defense Portfolio,
Series 5 (the "trust").
The attached final prospectus for a prior series of the 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 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 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.
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.
Incorporated herein by reference are portions of the final prospectus for
Series 417 (Registration No. 333-144648) as filed on August 1, 2007, which
portions shall be used as the preliminary prospectus for the 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 485 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 4th day of
March, 2008.
CLAYMORE SECURITIES DEFINED PORTFOLIOS, SERIES 485
Registrant
By: CLAYMORE SECURITIES, INC.
Depositor
By: /s/ Nicholas Dalmaso
--------------------------
Nicholas Dalmaso
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on March 4, 2008 by the following persons, who
constitute a majority of the Board of Directors of Claymore Securities, Inc.
SIGNATURE* TITLE** DATE
) By: /s/ Nicholas Dalmaso
--------------------
) Nicholas Dalmaso
) Attorney-in-Fact*
)
DAVID HOOTEN* Chief Executive Officer and ) March 4, 2008
Chairman of the Board of )
Directors )
MICHAEL RIGERT* President and Director ) March 4, 2008
ANTHONY DILEONARDI* Senior Managing Director ) March 4, 2008
BRUCE ALBELDA* Chief Financial Officer and March 4, 2008
Director
/s/ Nicholas Dalmaso
NICHOLAS DALMASO Chief Administrative Officer March 4, 2008
and Senior Managing Director
- ------------------
* 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 485
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
March 4, 2008