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Deficient management leads INDITEX on the verge of fail BUCHAREST, ROMANIA - Zara wants to cover losses from theft with employees’ money. The management, theft and losses give headaches to the Spanish group INDITEX, the owner of the ZARA chain. Only 10 months before, on July 25th, 2011, the publication Ziarul Financiar announced the fact that “INDITEX takes the manager from the Douglas perfumeries” pointing at Paul Cuza, who previously had the function of General Manager for Parfumerie Douglas SRL. Currently, the Romanian INDITEX group performs salary and structural changes without precedent, which the management team from Bucharest doesn’t want to explain. The problem of the clothes theft is a known phenomenon, especially when it comes to expensive brands such as ZARA or Massimo Dutti. The phenomenon was publicly recognized even by the management of the INDITEX Group Romania, two years before. Probably worried by this fact, Mihai Cioltea, the development manager of the INDITEX Group from Romania, also named by the press as “the Zara man”, stated in 2010 for the economic website InCont the following: “They steal a lot. Only for the stores in Bucharest we have 10 cases of stealing per day, which we discover and, depending on the severity, we call the police”.[...] Read the rest of the article... |
We respect intellectual property rights and will take appropriate steps to protect these rights. As filed with the Securities and Exchange Commission on July 11, 1995
Registration No. 33-53902
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
FORM REGISTRATION UNDER THE SECURITIES ACT OF 1933
A. Exact name of trust: CENTRAL EQUITY TRUST, UTILITY SERIES 21 B. Name of depositor: UNISON INVESTMENT TRUSTS LTD.
C. Complete address of depositor's principal executive office:
D. Name and complete address of agent for service:
Send copies of all communications to:
BRYAN CAVE LLP
E. Approximate date of proposed public offering:
Pursuant to Rule 429 this Registration Statement also constitutes Post- Effective Amendment No. 2 to Registration No. 33-56944 (Utility Series 22) and Post-Effective Amendment No. 2 to Registration No. 33-58658 (Utility Series 23). CENTRAL EQUITY TRUST CROSS REFERENCE SHEET
Pursuant to Rule 481 of Regulation C under the Securities Act of 1933
Form N-8B-2 Item Number Form S-6 Heading in Prospectus
I. Organization and General Information
II. General Description of the Trust and Securities of the Trust 10. General information regarding
III. Organization, Personnel and Affiliated Persons of Depositor 25. Organization of Depositor.......... Miscellaneous -- The Sponsor 26. Fees received by Depositor......... <F1>
IV. Distribution and Redemption of Securities
V. Information Concerning the Trustee or Custodian
VI. Information Concerning Insurance of Holders of Securities 51. Insurance of holders of trust's securities......................... <F1>
securities..................... <F1> (c) Policy regarding substitution
VIII. Financial and Statistical Information 54. Trust's securities during last ten years.......................... <F1> 55. Certain information regarding periodic payment certificates...... <F1> 56. Certain information regarding periodic payment certificates...... <F1> 57. Certain information regarding periodic payment certificates...... <F1> 58. Certain information regarding periodic payment certificates...... <F1> 59. Financial statements (Instruction
<F1> Inapplicable, omitted, answer negative or not required. THIS PROSPECTUS CONSISTS OF TWO PARTS. PART ONE CONTAINS A SUMMARY OF ESSENTIAL INFORMATION AND DESCRIPTIVE MATERIAL RELATING TO EACH OF THE TRUSTS, THE PORTFOLIO OF EACH TRUST AND A STATEMENT OF FINANCIAL CONDITION OF EACH OF THE TRUSTS. PART TWO CONTAINS A GENERAL DESCRIPTION OF THE TRUSTS. PART ONE MAY NOT BE DISTRIBUTED UNLESS ACCOMPANIED BY PART TWO. PLEASE RETAIN BOTH PARTS OF THIS PROSPECTUS FOR FUTURE REFERENCE.
CENTRAL EQUITY TRUST
[Description of logos for Utility Series 21, 22 and 23: The logo for each series consists of one line containing four black squares, side by side, each square containing within it a white symbol: the first, a light bulb symbolizing electricity; the second, a flame symbolizing gas; the third, a droplet symbolizing water; and the fourth, a telephone symbolizing a telephone.]
UTILITY SERIES 21 UTILITY SERIES 22 UTILITY SERIES 23
PROSPECTUS PART ONE The Trusts. The Trusts consist of separate unit investment trusts designated as Utility Series 21, 22 and 23. The objectives of the Trusts are providing dividend income and capital appreciation through investment in a fixed portfolio consisting of publicly traded common stocks issued by domestic utility companies which may include electric, gas and/or telephone utility companies (the "Portfolio"). The value of the Units of a Trust will fluctuate with the value of the Portfolio (see "Summary of Essential Information" in this Part One and "The Trusts" in Part Two). The Units being offered by this Prospectus are issued and outstanding Units which have been purchased by Edward D. Jones & Co. (the "Underwriter") in the secondary market or from the Trustee after having been tendered for redemption. The profit or loss resulting from the sale of Units will accrue to the Underwriter. No proceeds from the sale of Units will be received by the Trusts. Public Offering Price. The Public Offering Price of the Units is based on the Trustee's evaluation of the aggregate market value of the securities in the Portfolio of a Trust divided by the number of Units outstanding plus a sales charge of 3.40% of the Public Offering Price (3.52% of the aggregate market value of the underlying Securities) until July 1, 1996 for Series 21 and 3.90% of the Public Offering Price (4.05% of the aggregate market value of the underlying Securities) until July 1, 1996 for Series 22 and Series 23, at which time the sales charge will decrease. Certain information in this prospectus is provided as of a date prior to July 1, 1995 and thus does not reflect current sales charges. See "Summary of Essential Information" in this Part One. Unless terminated earlier, the Trust will terminate on the Mandatory Termination Date as set forth in the "Summary of Essential Information" in this Part One, and any Securities then held will, within a reasonable time thereafter, be sold by the Trustee. Any Securities sold at termination will be sold at the then current market value for such Securities; therefore, the amount distributable in cash to a Unitholder may be more or less than the amount such Unitholder paid for his Units. NEITHER THESE TRANSACTIONS NOR THE SECURITIES OFFERED HEREBY HAVE BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THESE TRANSACTIONS OR UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Sponsor:
Prospectus Part One dated July 11, 1995
PORTFOLIO As of February 28, 1995, Central Equity Trust, Utility Series 21, consists of 32 issues of Securities, issued by entities located in 17 states and the District of Columbia, all of which are issued by domestic electric, gas, water and telephone utility companies. 31 issues are listed or traded on the New York Stock Exchange and 1 issue is listed or traded on the Over-the-Counter market. The number of Securities by type of issuer and percentage of market value is as follows: Electric, 12 (35%); Gas, 6 (16%); Water, 1 (2%); Telephone, 5 (21%); and Combination -- Gas and Electric, 8 (26%). See "Schedule of Trust Securities" herein in this Part One.
PORTFOLIO
As of February 28, 1995, Central Equity Trust, Utility Series 22, consists
of 33 issues of Securities, issued by entities located in 33 states, all of
which are issued by domestic electric, gas, water and telephone utility
companies. 32 issues are listed or traded on the New York Stock Exchange and 1
issue is listed or traded on the Over-the-Counter market. The number of
Securities by type of issuer and percentage of market value is as follows:
PORTFOLIO
As of February 28, 1995, Central Equity Trust, Utility Series 23, consists
of 34 issues of Securities, issued by entities located in 22 states, all of
which are issued by domestic electric, gas, water and telephone utility
companies. 33 issues are listed or traded on the New York Stock Exchange and 1
issue is listed or traded on the Over-the-Counter market. The number of
Securities by type of issuer and percentage of market value is as follows:
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Partners of Unison Investment Trusts Ltd., United States Trust Company of New York and the Unitholders of Central Equity Trust, Utility Series 21: We have audited the accompanying statement of net assets and the schedule of trust securities of Central Equity Trust, Utility Series 21 as of February 28, 1995, and the related statements of operations and changes in net assets for the year ended February 28, 1995 and for the period from December 9, 1992 (date of deposit), through February 28, 1994. These financial statements are the responsibility of Unison Investment Trusts Ltd. (the "Sponsor"). Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Sponsor, as well as evaluating the overall financial statement presentation. In addition, securities owned as of February 28, 1995, were confirmed by direct correspondence with the Trustee. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Central Equity Trust, Utility Series 21 as of February 28, 1995, and the results of its operations and changes in its net assets for the year ended February 28, 1995 and for the period from December 9, 1992 (date of deposit) through February 28, 1994, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP
St. Louis, Missouri
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Partners of Unison Investment Trusts Ltd., United States Trust Company of New York and the Unitholders of Central Equity Trust, Utility Series 22: We have audited the accompanying statement of net assets and the schedule of trust securities of Central Equity Trust, Utility Series 22 as of February 28, 1995, and the related statements of operations and changes in net assets for the year ended February 28, 1995 and for the period from February 4, 1993 (date of deposit), through February 28, 1994. These financial statements are the responsibility of Unison Investment Trusts Ltd. (the "Sponsor"). Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Sponsor, as well as evaluating the overall financial statement presentation. In addition, securities owned as of February 28, 1995, were confirmed by direct correspondence with the Trustee. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Central Equity Trust, Utility Series 22 as of February 28, 1995, and the results of its operations and changes in its net assets for the year ended February 28, 1995 and for the period from February 4, 1993 (date of deposit), through February 28, 1994, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP
St. Louis, Missouri
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Partners of Unison Investment Trusts Ltd., United States Trust Company of New York and the Unitholders of Central Equity Trust, Utility Series 23: We have audited the accompanying statement of net assets and the schedule of trust securities of Central Equity Trust, Utility Series 23 as of February 28, 1995, and the related statements of operations and changes in net assets for the year ended February 28, 1995 and for the period from April 8, 1993 (date of deposit), through February 28, 1994. These financial statements are the responsibility of Unison Investment Trusts Ltd. (the "Sponsor"). Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Sponsor, as well as evaluating the overall financial statement presentation. In addition, securities owned as of February 28, 1995, were confirmed by direct correspondence with the Trustee. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Central Equity Trust, Utility Series 23 as of February 28, 1995, and the results of its operations and changes in its net assets for the year ended February 28, 1995 and for the period from April 8, 1993 (date of deposit), through February 28, 1994, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP
St. Louis, Missouri
CENTRAL EQUITY TRUST
NOTES TO FINANCIAL STATEMENTS NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The financial statements of the Trusts are prepared in accordance with generally accepted accounting principles. The policies which significantly affect the determination of financial position, results of operations, and changes in net assets are summarized below: Cash and Equivalents -- Cash and equivalents are amounts on deposit in the Income and Capital Accounts. Security Valuation -- Securities listed on a securities exchange are valued by the Trustee at the last closing sale price, or if no such price exists, at the mean between the closing bid and offer prices or other bases. (See "Rights of Unitholders -- Redemption of Units" in Part Two.) Income and Expense -- Income and expenses are recognized on the accrual basis of accounting. Gains and losses from transactions are determined on a specific identification basis. Federal Income Taxes -- The Trusts are not taxable for Federal income tax purposes. Each Unitholder is considered to be the owner of a pro rata portion of a Trust and accordingly, no provision has been made for Federal income taxes. NOTE 2 -- OPERATING EXPENSES: See "Trust Operating Expenses" in Part Two of this Prospectus for information with respect to trustee fees and expenses. NOTE 3 -- UNIT REDEMPTIONS: During the period ended February 28, 1995, 52,900 Units, 14, 500 Units and 40, 500 Units were presented for redemption for Utility Series 21, Utility Series 22 and Utility Series 23, respectively. CENTRAL EQUITY TRUST
Except as to statements made herein furnished by the Trustee, the Trustee has assumed no responsibility for the accuracy, adequacy and completeness of the information contained in this Prospectus. This Prospectus does not contain all the information set forth in the registration statements and exhibits relating thereto, filed with the Securities and Exchange Commission, Washington, D.C., under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and to which reference is hereby made. No person is authorized to give any information or to make representations not contained in this Prospectus or in supplementary sales literature prepared by the Sponsor, and any information or representations not contained therein must not be relied upon as having been authorized by either the Trusts, the Trustee or the Sponsor. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, units in any State to any person to whom it is not lawful to make such offer in such State. Each Trust is registered as a Unit Investment Trust, under the Investment Company Act of 1940, as amended. Such registration does not imply that the Trusts or any of the Units have been guaranteed, sponsored, recommended or approved by the United States or any State or agency or officer thereof. CENTRAL EQUITY TRUST
[Description of logo: One line containing four black squares, side by side,
each square containing within it a white symbol: the first, a light bulb
symbolizing electricity; the second, a flame symbolizing gas; the third, a
droplet symbolizing water; and the fourth, a telephone symbolizing a
telephone.]
[Description of logo: One line containing four black squares, side by side,
each square containing within it a white symbol: the first, a light bulb
symbolizing electricity; the second, a flame symbolizing gas; the third, a
droplet symbolizing water; and the fourth, a telephone symbolizing a
telephone.]
[Description of logo: One line containing four black squares, side by side,
each square containing within it a white symbol: the first, a light bulb
symbolizing electricity; the second, a flame symbolizing gas; the third, a
droplet symbolizing water; and the fourth, a telephone symbolizing a
telephone.]
CURRENT PROSPECTUS
PART ONE Updated as of July 11, 1995 NOTE: THIS PROSPECTUS MAY BE USED ONLY WHEN ACCOMPANIED BY PART ONE. BOTH PARTS OF THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
CENTRAL EQUITY TRUST
[DESCRIPTION OF LOGO: One line, containing four black squares, side by side, each square containing within it a white symbol: the first, a light bulb symbolizing electricity; the second, a flame symbolizing gas; the third, a droplet symbolizing water; and the fourth, a telephone symbolizing a telephone.]
UTILITY SERIES
PROSPECTUS PART TWO The Trusts. The objectives of the Trusts are providing dividend income and capital appreciation through investment in a fixed portfolio consisting of publicly traded equity securities issued by domestic utility companies, which may include electric, gas, water and/or telephone public utility companies. With respect to Utility Series 27 only, up to 20% of the aggregate market value of the Trust may have been invested in telecommunications companies and American Depositary Receipts ("ADRs"). (The securities on deposit in a Trust are herein collectively referred to as the "Portfolio"). The value of the Units of a Trust will fluctuate with the value of the relevant Portfolio. The Trusts consist of a series of unit investment trusts. The Units being offered by this Prospectus are issued and outstanding Units which have been purchased by Edward D. Jones & Co. (the "Underwriter") in the secondary market or from the Trustee after having been tendered for redemption. The profit or loss resulting from the sale of Units will accrue to the Underwriter. No proceeds from the sale of the Units will be received by the Trusts. Public Offering Price. The secondary market Public Offering Price of the Units is based on the Trustee's evaluation of the aggregate market value of the securities in the Portfolio of a Trust divided by the number of Units outstanding plus a sales charge as set forth in "Public Offering Price" on the front cover of Part One or such lesser amount as indicated in the "Summary of Essential Information" in Part One. NEITHER THESE TRANSACTIONS NOR THE SECURITIES OFFERED HEREBY HAVE BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THESE TRANSACTIONS OR UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Sponsor:
uit
Prospectus Part Two dated July 11, 1995
York, effective June 19, 1995, (the "Trustee") and Van Kampen American Capital Investment Advisory Corp. as successor Evaluator to United States Trust Company of New York, effective June 19, 1995, (the "Evaluator"). The purpose and objective of a Trust is to provide dividend income and capital appreciation through investment in a fixed portfolio of securities consisting of publicly traded equity securities issued by electric, gas, water and/or telephone public utility companies. In addition, up to 20% of the aggregate market value of Utility Series 27 may have been invested in telecommunications companies and American Depositary Receipts ("ADRs") (the securities on deposit in the Trust are herein collectively referred to as the "Portfolio"). The Portfolio allows investors greater diversification than they might be able to acquire individually. ADRs are receipts issued by United States depositaries evidencing ownership of common stocks issued by corporations formed in countries other than the United States and on deposit with custodians located outside the United States. The issuers of the publicly traded common stocks in a Portfolio, together with the foreign issuers of the common stocks underlying the ADRs, are collectively referred to herein as the "Issuers." Both the publicly traded common stocks and any ADRs may provide income or are considered to have the potential for capital appreciation or both (such common stocks and any ADRs are collectively referred to herein as the "Securities"). ADRs provide income in the form of distribution payments of dividends received on the underlying foreign securities, while common stocks provide income in the form of dividends. Any reference in this Prospectus Part Two to "dividends" shall with respect to Utility Series 27 also refer to distribution payments made with respect to any ADRs in a Portfolio. There is no assurance that these objectives will be met because the payment and level of dividends is dependent upon, among other things, the amount each issuer has available for such purpose, and with respect to ADRs, the exchange rates in effect at the time of conversion. Furthermore, diversification of a Trust's assets will not eliminate the risk of loss inherent in the ownership of equity securities. THE TRUSTS Summary Description of the Portfolio An investment in Units of a Trust should be made with an understanding of the risks which an investment in equity securities, including common stock (and ADRs in Utility Series 27), entails. Such risks include those arising from the fact that the rights of common stock owners to payments are generally inferior to creditors, debt holders and preferred stock owners of the issuing company. Common stock owners are also subject to risks of declines in the general equity market or in the market for the Company's industry sector and the worsening of the financial condition of a company or the economy in which it operates. Such risks may result in declines in values of the common stocks which in turn would negatively affect the value of Units. Although actions have been taken to provide a diversified portfolio of equity securities which tends to reduce the effects of these risks, no guarantee can be made that they will not occur and negatively affect the value of Units. Holders of common stock of the type held in each Trust have a right to receive dividends only when, if, and in the amounts declared by the issuer's board of directors and to participate in amounts available for distribution by the issuer only after all other claims on the issuer have been paid or provided for. The issuance of debt securities and preferred stock will create superior claims for payment of principal and interest (in the case of debt securities) and dividends (in the case of preferred stock) which could adversely affect the ability and inclination of the issuer to declare or pay dividends on its common stock or the rights of holders of common stock with respect to assets of the issuer upon liquidation or bankruptcy. Further, unlike debt securities which typically have a stated principal amount payable at maturity (which value will be subject to market fluctuations prior thereto), or preferred stocks which typically have liquidation preference and which may have stated optional or mandatory redemption provisions, common stocks do not have a fixed principal amount or a maturity date and their value is subject to market fluctuations for as long as the common stocks remain outstanding. The market value of the Securities in each Trust thus is expected to fluctuate over the entire life of each Trust to market values higher or lower than those currently prevailing. The Sponsor may direct the Trustee to dispose of Securities under certain specified circumstances but the Securities will not be sold by the Trustee as a result of ordinary market fluctuations. (See "Administration of the Trusts -- Administration of the Portfolio" herein.) Whether or not the Securities are listed on a national exchange, the principal trading market for the Securities may be in the over-the-counter market. As a result, the existence of a liquid trading market for the Securities may depend on whether dealers will make a market in the Securities. There can be no assurance that a market will be made for any of the Securities, that any market for the Securities will be maintained or of the liquidity of the Securities in any markets made. The risks referred to above could adversely affect the ability and the inclination of the Issuers to declare or to pay dividends, and the ability of holders of common stock and (ADRs in Utility Series 27) to realize any value from the assets of the Issuers upon liquidation or bankruptcy. Utility Series 27
An investment in Units of Utility Series 27 should also be made with an
understanding of the additional risks and consequences an investment in ADRs
entails, which include risks involved in the ADRs themselves and those inherent
in foreign securities as well as the investor's risk of becoming subject to
special tax consequences due to the receipt of income from foreign sources.
the ownership of a specified number of foreign securities on deposit with a foreign entity, also usually a bank, that acts as custodian of and transfer and collection agent with respect to such foreign securities. The depositary and custodian usually charge fees upon the deposit and withdrawal of securities, the conversion of dividends to U.S. dollars, the disposition of non-cash distributions and the performance of other services. ADRs, although not necessarily the underlying securities, are registered with the Securities and Exchange Commission. Ownership of ADRs by U.S. investors can provide certain advantages over direct ownership of the foreign securities, including greater ease of transferability and simplified collection and conversion of dividends paid in foreign currencies. However, ownership of ADRs also poses certain disadvantages in comparison to direct ownership of the foreign securities. For example, holders of ADRs may not be able to participate in foreign warrants and rights offerings or in certain exchange or tender offers involving foreign issuers. ADR depositaries will typically sell warrants and subscription rights, if they are transferable, and distribute the proceeds, which are often less than the value of the securities represented by such warrants or subscription rights, to the ADR holders. Further, in some cases the voting rights of owners of foreign stock are restricted by the home country, and the flow of information from the foreign issuer to ADR holders may be delayed or reduced. ADR holders have the right to demand and receive actual securities in exchange for their ADRs. Furthermore, ADR facilities may be terminated, in which case the ADR holder may come into possession of the underlying securities. If such an event were to occur, the advantages of holding ADRs described above would be lost and the tax consequences to the holder could change. Neither the Trustee nor the Sponsor is authorized under the Indenture and Agreement to initiate such an exchange. However, if an ADR facility is terminated, the Sponsor may, but is not required to, direct the Trustee to sell any underlying securities it may receive and distribute the proceeds of such sale to the Unitholders pursuant to the terms of the Indenture and Agreement. In some cases, an unsponsored ADR facility (see below for a discussion of sponsored and unsponsored ADRs) may be terminated upon the creation of a sponsored ADR facility. In such cases, it is the usual practice for the sponsor of the facility to effect an exchange of its sponsored ADRs for the outstanding unsponsored ADRs and to pay the costs of such exchange. Such an occurrence, in and of itself, will not constitute an event that gives rise to the ability of the Sponsor to direct the Trustee to sell the ADR. (See, "Administration of the Trusts -- Administration of the Portfolio" herein.) An ADR facility may be established by a foreign issuer that seeks to have its securities traded in the United States, in which case the ADRs are referred to as "sponsored", or the ADR facility may be initiated by an entity unrelated to the foreign issuer, usually a brokerage firm, that seeks to make a market in the foreign security, in which case the ADRs are referred to as "unsponsored". In the case of a sponsored ADR, the foreign issuer enters into an arrangement with a single American depositary and a foreign custodian and usually agrees to pay certain administrative and shareholder related fees and expenses, although ADR holders will bear certain costs. Under the terms of most sponsored ADRs, depositaries undertake to distribute notices of shareholder meetings and voting instructions and to make other shareholder communications available to ADR holders upon the foreign issuer's instruction. Generally, the underlying security of a sponsored ADR will be registered with the Securities and Exchange Commission, making the ADR eligible for listing on United States exchanges. In the case of an unsponsored ADR, the fees and expenses of the facility are generally born solely by the ADR holders. In addition, the depositary is frequently under no contractual obligation to distribute shareholder communications of any type or to pass through voting rights to the ADR holders. Other unsponsored ADRs with respect to the same underlying security are often established by other market makers and depositaries. Such duplicate ADRs are treated as fungible in the trading markets. Therefore, when duplicate unsponsored ADRs exist, there is no mechanism that links a particular unsponsored ADR to its actual depositary or the distributions made by it. Instead, unsponsored ADRs are usually held on deposit with U.S. clearing agencies, which take in the various unsponsored ADR distributions and forward them on to the ADR owners. Additionally, if a holder of an unsponsored ADR seeks to exchange the ADR for the underlying securities there can be delays in settlement if it becomes necessary to trace the ADR to its issuing depositary. This may occur if other depositaries refuse to accept the ADR or have insufficient securities to effect the exchange. Because the underlying securities are not generally registered in the United States and because the underlying securities may have been issued at different times, there is a possibility that if an unsponsored ADR is exchanged for underlying securities, or the ADR holder otherwise receives the underlying securities, such holder may come into possession of unregistered restricted securities which cannot be sold in the U.S. until certain statutory waiting periods have expired. Elements of risk associated with investing in the securities of foreign issuers of equity securities include but are not limited to trade balances and imbalances and related economic policies; currency exchange rate fluctuations; non-U.S. currency exchange control policies; expropriation or confiscatory taxation; limitations on the removal of funds or other assets; political or social instability; the diverse structure and liquidity of securities markets in various countries and regions; policies of government with respect to possible nationalization of their own industries; and other specific local political and economic considerations. Companies located outside the United States may operate under different accounting, auditing and financial reporting regulations than U.S. companies. In addition, because ADRs represent ownership of securities issued by a foreign company, often less information is available about the issuer than would be the case for publicly held United States companies. Further, it may be more difficult to obtain and enforce a judgment against a foreign issuer. An investment in Units should be made with particular attention to risks presented by probable changes in future currency exchange rate relationships, especially during periods of broad adjustments in such relationships. The securities underlying any ADRs in the Portfolio have been issued by corporations that, to the extent they pay dividends, pay them in foreign currencies. In the past, most foreign currencies values have fluctuated widely against the United States dollar for many reasons, including supply and demand of the respective currency, monetary policies, the soundness of the world economy and the strength of a particular foreign economy as compared to the economies of the United States and other countries. Thus, even though a foreign Issuer's dividend payment may remain constant in its local currency, the U.S. dollar value of the distribution will vary with fluctuations in the U.S. dollar exchange rates for the relevant currency. The Sponsor anticipates that dividends received by the foreign custodians in foreign currencies will be converted on the date of receipt, or as soon as practicable thereafter, to U.S. dollars. Due to fluctuations in exchange rates and possible delays in the conversions of dividends to U.S. dollars, the U.S. dollar value of the dividend on the date of receipt may not reflect, exactly, the actual amount in U.S. dollars a Trust will receive. To the best knowledge of the Sponsor, none of the foreign securities underlying any ADRs in the Portfolio were subject to currency exchange control restrictions which would materially interfere with the payment or receipt of dividends on such underlying securities. However, there can be no assurance that currency exchange control regulations will not be adopted in the future that would adversely affect such payments. Risks and Other Considerations Concerning Utility and Telecommunications Industries Electric, Gas, Water and Telephone Industries. Other than with respect to Utility Series 27 where at least 80% of its aggregate market value is so invested, each Trust invested in common stocks of domestic companies in the electric, gas, water and/or telephone public utility industries. (See "Schedule of Trust Securities" in Part One.) In view of this, an investment in a Trust should be made with an understanding of the risks inherent in those industries. Public utilities are generally subject to extensive regulation by state utility commissions which, for example, establish and approve the rates which may be charged for their services and the appropriate rate of return on an approved asset base. Certain public utilities have difficulty from time to time persuading regulators to grant the rate increases necessary to maintain an adequate return on investment and voters in many states have the ability to impose limits on rate adjustments. There are substantial differences between the regulatory policies and practices of various jurisdictions, and any given regulatory agency may make major shifts in policy from time to time. There is no assurance that regulatory authorities will in the future grant rate increases or that any such increases will be adequate to permit the payment of dividends on common stocks. Additionally, existing and possible future regulatory legislation may make it even more difficult for these utilities to obtain adequate rate relief. Issuers of the Securities may face other problems, including difficulty in financing large construction programs and raising capital during inflationary periods, rising costs of fuels and the transportation of fossil fuels, uncertainty of transmission service costs, changes in tax laws which may adversely affect a utility's ability to operate in a profitable manner, difficulty in estimating future demand for electricity, gas, water and telephone service in certain regions, recent reductions in estimates for future demand for electricity, gas, water and telephone in certain regions, restrictions on operations and increased costs and delays attributable to environmental regulations and the effects of energy conservation. There may also be risks associated with a particular type of public utility. Governmental authorities may from time to time review existing requirements and impose additional requirements governing the licensing, construction and operation of power plants by electric utilities. On the other hand, electric companies in general have been favorably affected by the full or near completion of major construction programs, and many utility companies have generated cash flows in excess of current operating expenses and some construction expenditures, permitting some degree of diversification into unregulated businesses. The Energy Policy Act of 1992 (the "Energy Act") provides for, among other things, the promotion of competition in the electric utility industry. The Energy Act reforms the Public Utility Holding Company Act of 1935 by lifting restrictions on independent producers of electric power who build and operate generating plants in order to produce power for sale to utilities at competitive rates. Further, the Energy Act provides that transmission lines will now be made available to any producer, utility or independent entity who is willing to pay for the transmission of power. This access makes the utility companies' traditional customer base more uncertain and could have a significant effect on the accuracy of, and the ability to make, the long-term demand projections that are necessary to determine the need for new construction of plants and for other capital expenditures. Gas pipeline and distribution companies have had difficulties in adjusting to short and surplus energy supplies, enforcing or being required to comply with long-term contracts and avoiding litigation from their customers, on the one hand, or suppliers, on the other. Recent deregulatory efforts by the Federal Energy Regulatory Commission ("FERC") have resulted in a number of important changes in the sale, transportation and delivery of natural gas. FERC Orders have caused pipeline companies to become merely carriers, as opposed to sellers, of natural gas, which in turn has allowed local distribution companies ("LDC's") to negotiate purchases directly with producers. These changes, however, have resulted in significant transition costs and increased competition. For example, LDC's now face the risk of losing major customers who can fill their requirements through direct negotiation with producers if the LDC's fail to provide competitive pricing. Finally, although there has been deregulation by FERC, state regulators retain the power to scrutinize LDC performance and rate setting. LDC's that may have difficulty adjusting to the deregulated environment or minimizing the transition costs in connection therewith risk rejection of rate increases to make up for those costs. Water companies are subject to federal and state environmental laws and regulation of water quality. Pending federal and state environmental rules and regulations may require increased expenditures by the public water utilities and may increase substantially operating costs and capital requirements for those companies. Because certain aspects of telephone company operations are being deregulated, telephone companies face increasing competitive pressures that require the commitment of substantial capital, technological and marketing resources. Each of the problems referred to above could adversely affect the ability and the inclination of these public utilities to declare or to pay dividends and the ability of holders of common stock to realize any value from the assets of the issuer upon liquidation or bankruptcy. The electric, gas, water and telephone utilities which are issuers of the Securities have been experiencing or may experience one or more of these problems in varying degrees. Moreover, price disparities within selected utility groups and discrepancies in relation to averages and indices have occurred frequently for reasons not directly related to the general movement of price levels of utility common stocks. Causes of these disparities and discrepancies include changes in the overall demand for or supply of various securities (including the potentially depressing effect of new stock offerings), and changes in investment objectives, market expectations or cash requirements of other purchasers and sellers of securities. Furthermore, the Public Utility Holding Company Act of 1935 (the "1935 Act") regulates, among other things, certain acquisitions of voting securities of electric utility companies and gas utility companies by anyone who is an "affiliate" of a public utility company (a person or organized group of persons that directly or indirectly owns, controls or holds with power to vote 5% or more of the outstanding voting securities of a public utility company). In addition, the 1935 Act requires a "holding company" (among other categories, a company which directly or indirectly owns, controls or holds with power to vote 10% or more of the outstanding voting securities of a public utility company or another "holding company") to register as such with the Securities and Exchange Commission and be otherwise subject to certain restrictions on the acquisition of securities and other interests in public utility companies. In order to avoid becoming an "affiliate", each Trust has adopted an investment restriction that it will not purchase securities of a public electric or gas utility company if by reason thereof such Trust would hold 5% or more of the outstanding voting securities of the issuer. Nevertheless, if a Trust were considered to be a member of an organized group of persons, the 1935 Act might limit such Trust's acquisitions of the voting securities of public utility companies by reason of the control by the group of 5% or more of the voting securities of a public utility company. The Sponsor believes that even if a Trust is appropriately included in a group, it is unlikely that the holdings of such group will aggregate to as much as 5% of the voting securities of any public electric or gas utility company.
The issuers of utility securities have in the past and may in the future
undertake various types of reorganization, such as spin-offs, split-offs,
mergers, creation of holding companies and asset sales, in order to, among
other things, avoid or minimize the effects of regulatory activities. Depending
on the circumstances, the Sponsor may direct the Trustee to either hold or sell
the Securities that are distributed or otherwise the subject of such an event.
Telecommunications Industries. In addition to the stock of companies in the utilities industries described above, the Sponsor may deposit into Utility Series 27 securities of telecommunications companies. The Sponsor will not deposit securities of telecommunications companies in amounts that would cause the aggregate market value of Utility Series 27 invested in domestic electric, gas, water or telephone utilities to be less than 80%. Telecommunications is defined as the science and technology of communicating by electronic means. Telecommunications companies are those whose products or services facilitate the transmission of voice, data and video communications electronically. Such entities include traditional telephone companies, long-distance providers, cellular/wireless telecommunication companies, cable television providers, telecommunications equipment manufacturers and satellite communications companies. To some degree, the deregulation of traditional telephone utilities and the growth of other telecommunications technologies and companies is blurring the distinction between these two types of companies. There are two key differences between telecommunications companies, as defined above, and utilities in the electric, gas, water and traditional telephone industries. The first is the regulatory environment. For example, local telephone service is currently regulated at the state level on a return-on-equity basis, much like the electric, gas and water utilities. However, other companies included in the telecommunications industry are not regulated in the same manner or are not regulated at all. A second difference is competition. Utilities have traditionally enjoyed monopoly positions in their distinct service areas. To a certain degree, however, telecommunications companies have broken into areas that had been controlled by telephone company monopolies, such as providing long distance service. Additionally, because the telecommunications companies do business in unregulated areas, they are also subject to greater competition and the risks that come with that competition, such as pressures on pricing and operating margins. Objective and Securities Selection The primary objective of each Trust is to provide investors with dividend income and capital appreciation. There is no guarantee that a Trust's objective will be achieved because it is subject to the continuing ability of the respective issuers to continue to declare and pay dividends on the Securities and because the market value of the Securities can be affected by a variety of factors. (See "The Trusts -- Summary Description of the Portfolio" herein.) Common stocks may be especially susceptible to general stock market movements and to volatile increases and decreases in value as market confidence in and perception of the issuers change, thus investors should be aware that there can be no assurance that the value of the Securities will increase. Each Trust consists of such of the Securities listed under "Schedule of Trust Securities" in Part One as may continue to be held from time to time in such Trust and any additional Securities acquired and held by a Trust pursuant to the Indenture and Agreement together with cash held in the Income and Capital Accounts. Each Trust's investment objectives and policies have been developed to take advantage of the characteristics and historical performance of securities of companies in the public utilities industry. Many of these companies have established a reputation for paying regular quarterly dividends and for increasing their common stock dividends over time. In selecting particular Securities for each Trust, the Sponsor considered a number of factors, including historical growth rates and rates of return on capital, financial condition and resources, management skills and such utilities industry factors as regulatory environment and energy sources. The Sponsor also considered the prospective growth in earnings and dividends in relation to price/earnings ratios, yield and risk. The Sponsor believes that above-average dividend returns and below-average price/earnings ratios are factors that not only provide current income but also generally tend to moderate risk and to afford opportunity for appreciation of the Securities deposited in each Trust. Because Utility Series 27 holds ADRs representing proof of ownership of foreign securities on deposit with foreign custodians and there is a possibility that at some future date an ADR will be terminated causing such Trust to hold the foreign securities represented by such an ADR, the Units may not be an appropriate investment for a pension plan subject to Title I of the Employee Retirement Income Security Act of 1974("ERISA"). Prospective investors subject to ERISA should consult their tax advisors in determining the appropriateness of an investment in such Trust. Each Trust is organized as a unit investment trust and not as a management investment company. Therefore, neither the Trustee nor the Sponsor has the authority to manage a Trust's assets fully in an attempt to take advantage of various market conditions to improve such Trust's market value. The Sponsor may instruct the Trustee to dispose of Securities under limited circumstances. (See "Administration of the Trusts -- Administration of the Portfolio" herein.) PUBLIC OFFERING General Units of each Trust are offered for sale at the Public Offering Price which in the secondary market is based on the Trustee's evaluation of the aggregate market value of the Securities in each Trust plus the amount of cash, if any, in the Income Account and the Capital Account of each Trust (other than amounts required to be distributed by the Trustee pursuant to the Indenture and Agreement), and includes a sales charge as described in "Public Offering -- Public Market" below. Public Offering Price The Public Offering Price on any particular date will vary from the amounts set forth on the "Summary of Essential Information" in Part One of this Prospectus in accordance with fluctuations in the aggregate market value of the Securities, the amount of available cash on hand in a Trust and the amount of certain accrued fees and expenses. The Trustee has no cash for distribution to Unitholders until it receives dividend payments on the Securities in a Trust. The Trustee is authorized to provide its own funds, at times, in order to advance income distributions. The Trustee will recover these advancements when such dividend income is received. In the event that the income actually received by the Trustee differs from that estimated by the Trustee in calculating its distributions, the Trustee will make an appropriate adjustment to future distributions from the Income Account to account for such difference. As more fully described in the Indenture and Agreement the aggregate market value of the Securities is determined on each Business Day by the Trustee based on the last closing sale prices, the mean between the bid and offer price or other bases on the day the valuation is made. (See "Rights of Unitholders -- Redemption of Units" herein.) Determinations are effective for transactions effected subsequent to the last preceding determination. Although payment is normally made five business days following an order for the purchase of Units, payment may be made prior thereto. However, evidence of ownership of the Units so ordered will be made five business days following such order or shortly thereafter. A person will become the owner of Units on the date of settlement provided payment has been received. Cash, if any, made available to the Underwriter prior to the date of settlement for the purchase of Units may be used in the Underwriter's businesses and may be deemed to be a benefit to the Underwriter, subject to the limitations of the Securities Exchange Act of 1934. Unit Distribution Units purchased by the Underwriter in the secondary market, if any, may be offered by this Prospectus at the secondary Public Offering Price in the manner described. The Sponsor intends to qualify Units in states selected by the sponsor for sale by the Underwriter and from time to time may offer Units for sale through dealers who are members of the National Association of Securities Dealers, Inc. Such dealers, if any, may be allowed a concession or agency commission by the Underwriter. The Underwriter reserves the right to reject, in whole or in part, any order for the purchase of Units and to change the amount of the concessions to dealers from time to time. Sponsor's and Underwriter's Profits As stated in "Public Offering -- Public Market" below, the Underwriter intends to maintain a secondary market for the Units of each Trust. In so maintaining a market, the Underwriter will also realize profits or sustain losses in the amount of any difference between the price at which such Units were purchased and the price at which such Units were resold (such prices include a sales charge) or the prices at which such Units were redeemed, as the case may be. Public Market While not obligated to do so, the Underwriter intends to maintain, at its expense, a secondary market for Units of each Trust and to continuously offer to repurchase Units from Unitholders at the Redemption Price calculated by the Trustee. (See "Right of Unitholders -- Redemption of Units" herein.) Any Units repurchased by the Underwriter at the Redemption Price may be reoffered to the public by the Underwriter at the then current Public Offering Price, which price includes a sales charge. Effective on each July 1, such sales charge will be reduced as set forth under "Summary of Essential Information" in Part One. Any profit or loss resulting from the resale of such Units will belong to the Underwriter. If the supply of Units exceeds the demand (or for any other business reason), the Underwriter may, at any time, from time to time, or permanently, discontinue the repurchase of Units of this series at the Redemption Price. Alternatively, Unitholders may redeem their Units through the Trustee, although the Sponsor shall have the right to purchase such tendered Units at a price not less than the price the Unitholder would receive from the Trustee upon tender. Unitholders of any Series, other than Series 1 or 2, may be able, upon request, to receive an "in kind" distribution of the Securities evidenced by their Units. (See "Rights of Unitholders -- Redemption of Units" herein.) A Unitholder who wishes to dispose of his Units should inquire of his broker as to current market prices in order to determine whether there is in existence any price in excess of the Redemption Price and, if so, the amount thereof. FEDERAL TAXATION The following is a discussion of certain of the federal income tax consequences of the purchase, ownership and disposition of the Units which will generally apply to individual Unitholders. The summary is limited to investors who hold the Units as "capital assets" (generally, property held for investment) within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"). Unitholders should consult their tax advisors in determining the particular federal, state, local and any other tax consequences of the purchase, ownership and disposition of Units in a Trust which may apply to their specific circumstances. In the opinion of Bryan Cave LLP, Counsel for the Sponsor, under existing law: General Consequences Each Trust is not an association taxable as a corporation for federal income tax purposes. Each Unitholder of a Trust will be considered the owner of a pro rata portion of that Trust's assets for federal income tax purposes under Subpart E, Subchapter J of Chapter 1 of the Code. Each Unitholder will be considered to have received its pro rata share of income, deductions and credits derived from the operation of such Trust. Each Unitholder will have a taxable event when a Security is disposed of in a taxable transaction (whether by sale, liquidation, redemption or otherwise) or when the Unitholder redeems or sells its Units in a taxable transaction. The cost of the Units to a Unitholder on the date such Units are purchased is allocated among the Securities held by such Trust (in accordance with the proportion of the fair market values of such Securities) in order to determine the Unitholder's tax basis in the Unitholder's pro rata portion of each Security, and such tax basis will be subject to certain adjustments discussed below. Taxation of Dividends Received by a Trust For federal income tax purposes, a Unitholder's pro rata portion of taxable dividends paid by a corporation with respect to any Security will be taxable as ordinary income to the extent of such corporation's current and accumulated "earnings and profits" as such term is defined in Section 316 of the Code. A Unitholder's pro rata portion of taxable dividends which exceed such current and accumulated earnings and profits will first reduce a Unitholder's tax basis in such Security, and to the extent that such dividends exceed a Unitholder's tax basis in such Security, shall be treated as capital gain. Such capital gain will be short-term unless a Unitholder has held its Units and the Trust has held the Security for more than one year. Under certain circumstances corporate Unitholders may be able to deduct from gross income a portion of dividends received by a Trust with respect to Securities held by such Trust and, accordingly, should consult their tax advisors concerning the federal income tax consequences of such distributions. Utility Series 27. Distributions paid on ADRs also may be subject to a withholding tax imposed by foreign countries. Tax treaties between certain countries and the United States may reduce or eliminate such withholding taxes. Distributions received on ADRs will be reduced by the amount of any applicable foreign withholding tax. Generally, any foreign withholding taxes deducted from distributions paid on ADRs may be used as a credit or a deduction against federal income tax liability. A Unitholder should consult its tax advisor regarding the applicability of the foreign tax credit and the applicability of the deduction of foreign withholding taxes to its specific circumstances. Corporate Unitholders Dividends Received Deduction A corporation (other than a corporation taxed as an S Corporation, a regulated investment company, a real estate mortgage investment conduit, or a real estate investment trust) which owns Units will generally be entitled to a 70% dividends received deduction with respect to such Unitholder's pro rata portion of taxable dividends received from domestic corporations by a Trust in the same manner as if such corporation directly owned the Securities paying such dividends. A corporation owning Units should be aware that Sections 246 and 246A of the Code impose certain limitations on the deductibility of a corporate Unitholder's pro rata share of taxable dividends received by such Trust including the following: (1) the aggregate amount of the dividends received deduction is limited to 70%, or, in some cases, 80%, of the corporate Unitholder's taxable income with certain adjustments; (2) the Units with respect to which the dividends are received must generally have been held by the corporation for more than 45 days (90 days in the case of certain preference dividends); and (3) the Code contains specific rules which are generally designed to reduce or eliminate the dividends received deduction to the extent a corporation has incurred debt to acquire its Units. Additionally, a corporate Unitholder who has held its Units for 2 years or less may be required to reduce its tax basis in its Units by the amount of the nontaxed portion of certain extraordinary dividends paid to a Trust. Due to the complexity of the requirements relating to the dividends received deduction, corporate Unitholders should consult their tax advisors concerning the application of the dividends received deduction to their specific circumstances. Upon written request, the Trustee shall furnish information to a Unitholder regarding the source, amount and date of receipt of dividends paid to a Trust. Limitations on Deductibility of Trust Expenses by Individual Unitholders Each Unitholder's pro rata share of each expense paid by a Trust is deductible by the Unitholder to the same extent as though the expense had been paid directly by the Unitholder. However, individual Unitholders may deduct certain miscellaneous itemized deductions, such as investment expenses, tax return preparation fees and employee business expenses only to the extent they exceed 2% of such individual's adjusted gross income. Accordingly, individual Unitholders may be required to treat some or all of the expenses of a Trust as miscellaneous itemized deductions subject to this limitation. Disposition of Securities by a Trust and Disposition of Units If the Unitholder disposes of a Unit, the Unitholder is deemed thereby to have disposed of the Unitholder's pro rata interest in all of a Trust's assets represented by such Unit, including the Unitholder's pro rata portion of all the Securities. A Unitholder will recognize gain (or loss) when all or part of the Unitholder's pro rata interest in a Security is disposed of (whether through a disposition of its Unit or a disposition of the Security by a Trust) in a taxable transaction for an amount greater (or less) than the Unitholder's tax basis therein. Unless the investor in a Unit is a dealer, gain or loss recognized on a sale or exchange of a Security or a Unit will be, under current law, capital gain or loss. Any capital gain or loss arising from the disposition of a Security by a Trust or the disposition of Units by a Unitholder will be short-term capital gain or loss unless such Security and Unit has been held for more than one year in which case such capital gain or loss will be long-term. Special Tax Consequences of In Kind Distributions Upon Redemption of Units As discussed in "Rights of Unitholders -- Redemption of Units," under certain circumstances a Unitholder tendering Units for redemption may request an In Kind Distribution of Securities. As previously discussed, prior to the redemption of such Units, a Unitholder is considered as owning a pro rata portion of each of a Trust's assets for federal income tax purposes. The receipt of an In Kind Distribution upon the redemption of such Units would be deemed an exchange of such redeeming Unitholder's pro rata portion of each of the shares of stock (or, in Utility Series 27, ADRs) and other assets held by such Trust in exchange for an undivided interest in whole shares of stock (or, in Utility Series 27, ADRs) and possibly cash. A Unitholder must elect to have his Securities exchanged entirely in kind plus cash for fractional shares or entirely for cash. There are different potential tax consequences which may occur under an In Kind Distribution with respect to each Security owned by a Trust. A "Security" for this purpose is a particular class of stock issued by a particular corporation. In Rev. Rul. 90-7, 1990-1 C.B. 153, which revoked the Internal Revenue Service's ("Service") prior ruling position on this issue, the Service held that if a Unitholder receives only whole shares of a security in exchange for its pro rata interest in each such security held by a trust, no gain or loss would be recognized upon such exchange because the exchange effects no material difference in the Unitholder's position. If the Unitholder receives whole shares of a particular Security plus cash in lieu of a fractional share of such Security, or if the Unitholder receives only cash in lieu of a fractional share of a Security, gain or loss would be recognized in an amount equal to the difference between the amount of cash received and the Unitholder's adjusted basis in the fractional share. The Unitholder's tax basis in the shares of such particular Security which the Unitholder receives as part of the In Kind Distribution would equal the Unitholder's basis in such particular Security before the redemption, increased or decreased by any gain or loss recognized by the Unitholder on the receipt of cash in lieu of a fractional share of such particular Security, and decreased by any cash received in lieu of a fractional share of such particular Security. Redeeming Unitholders who request an In Kind Distribution are advised to consult their tax advisers in this regard. Computation of the Unitholder's Tax Basis Initially, a Unitholder's tax basis in its Units will equal the price (including brokerage commissions) paid by such Unitholder for the Units. A Unitholder initially determines its tax basis in that portion of each of the Securities held by a Trust that the Unitholder is considered to own, by allocating the cost of the Units among the Securities in accordance with the proportion of the fair market values of such Securities on the date the Units are purchased. The sale or exchange of Units (other than in a redemption) will not affect the tax basis of Unitholders not participating in the sale or exchange. A Unitholder's tax basis in its Units and its pro rata portion of a Security held by a Trust will be reduced to the extent cash dividends paid with respect to such Security are received by such Trust which are not taxable as ordinary income because such dividend exceeds current and accumulated earnings and profits of the Issuer of the Security as described above. Back-Up Withholding Each Unitholder will be requested to provide the Unitholder's taxpayer identification number to the Trustee (or, in the case of Units held in book-entry only form, the owner of record of such Units) and to certify that the Unitholder has not been notified that payments to the Unitholder are subject to back-up withholding. If the proper taxpayer identification number and appropriate certification are not provided when requested, distributions by a Trust to such Unitholder (including amounts received upon the redemption of Units) will be subject to 31% back-up withholding. Distributions by a Trust will generally be subject to United States income taxation and withholding in the case of Units held by non-resident alien individuals, foreign corporations or other non-United States persons. STATUS OF THE TRUSTS UNDER NEW YORK STATE AND CITY LAW In the opinion of Bryan Cave LLP, Counsel for the Sponsor for New York tax matters, each Trust is not an association taxable as a corporation and the income of such Trust will be treated as the income of the Unitholders of such Trust under the existing income tax laws of the State and City of New York. The foregoing discussions relate only to United States federal and New York State and City income taxes. Unitholders may be subject to state and local taxation in other jurisdictions. Unitholders should consult their tax advisors regarding potential state or local taxation with respect to the Units. RIGHTS OF UNITHOLDERS Units A certificate representing 100% of the fractional undivided interest in and ownership of the Units was registered in the name or to the order of the Underwriter on the books of the depository, The Depository Trust Company ("DTC" or the "Depository"). Accordingly, the Underwriter is the holder of record of the Units. The Units will be issued in book-entry form only and the Unitholders will not be entitled to receive physical certificates representing their Units. A Unitholder's ownership of Units will be recorded on or through the records of the Underwriter or any other brokerage firm that maintains such Unitholder's account for such purpose. In turn, the brokerage firm's record ownership of such Units will be recorded on the records of the Depository (or of a DTC participating firm that acts as agent for the brokerage firm if a Unitholder's brokerage firm is not a DTC participant). Therefore, a Unitholder must rely upon the foregoing procedures to evidence such Unitholder's beneficial ownership of a Unit. Beneficial ownership of a Unit may only be transferred by compliance with the procedures of such brokerage firms and DTC participants. Neither the Trustee nor the Sponsor will have any responsibility or liability for any aspect of the records relating to or payments made by such brokerage firms or DTC participants on account of beneficial ownership interests in the Units or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. DTC, which is a New York-chartered limited purpose trust company, performs services for its participants, some of whom (and/or whose representatives) own DTC. In accordance with its normal procedures, DTC is expected to record separately the positions held by each DTC participant in the Units, whether held for its own account or as a nominee for another person. The Underwriter is a DTC participant. Each distribution from the Income Account and payment upon redemption of a Unit will be paid to the Depository for the benefit of the record holder of the Units as shown on the books of the Depository. The Depository will be responsible for crediting the amount of such payments to the accounts of the applicable DTC participants in accordance with the Depository's normal procedures, which currently provide for payments in next-day funds settled through the New York Clearing House. Each DTC participant will be responsible for disbursing such payments to the beneficial owners of the Units that it represents and to each brokerage firm for which it acts as agent. Each such brokerage firm will be responsible for disbursing funds to the beneficial owners of the Units that it represents. If the foregoing book-entry procedures are terminated by the Depository for any reason, definitive Certificates will be issued in appropriate amounts as requested by the DTC participants holding the Units. The Trustee is authorized to treat as the record owner of Units that person who is registered as such owner on the books of the Trustee. Units are transferable by presentation of transfer instructions to the Trustee accompanied by such documents executed by the Unitholder or his authorized attorney and such Unitholder's brokerage firm as the Trustee deems necessary to establish the authority of the person making such transfer. In certain instances, the Trustee may require additional documents such as, but not limited to, trust instruments, certificates of death, appointments as executor or administrator or certificates of corporate authority. Although no such charge is now made or contemplated, the Trustee may require a Unitholder to pay a reasonable fee for each Unit transferred and to pay any governmental charge that may be imposed in connection with each such transfer. Certain Limitations No Unitholder shall have the right to vote except in certain circumstances relating to the amendment and termination of a Trust. (See "Administration of the Trusts -- Amendment or Termination" herein.) Unitholders shall have no right to control the operation or administration of a Trust in any manner, except upon the vote of 51% of the Unitholders outstanding at any time for purposes of amendment or termination of a Trust, all as provided in the Agreement. Unitholders will be unable to dispose of any of the Securities, as such, and will not be able to vote the Securities. No Unitholder shall ever be under any liability to any third party for any action taken by the Trustee or Sponsor. Redemption of Units Requests for redemption of a Unit at the option of a Unitholder must first be presented to the Unitholder's brokerage firm. Such brokerage firm (if such firm is a DTC participant and, if not, through the DTC participant acting on behalf of such firm) will present such redemption request to DTC and DTC, in turn, will present such request to the Trustee for processing in accordance with the applicable redemption provisions of the Agreement. The Trustee may require a Unitholder and such Unitholder's brokerage firm to submit additional information or certifications to the Trustee to evidence compliance with the applicable redemption provisions of the Agreement. Units will be deemed to be "tendered" to the Trustee when the Trustee is in physical possession of transfer instructions and such other documentation as may be required by the Trustee to effect the redemption of the Units. Compliance with the foregoing procedures may result in delays in the processing of redemption requests by Unitholders. No redemption fee will be charged by the Trustee. On the seventh calendar day following such tender, or if the seventh calendar day is not a Business Day, on the first Business Day prior thereto, the Unitholder will be entitled to receive in cash an amount for each Unit equal to the Redemption Price per Unit (unless the redeeming Unitholder is receiving an In Kind Distribution pursuant to the Indenture and Agreement as described herein) next computed as of the Evaluation Time set forth in the "Summary of Essential Information" in Part One on the date of tender. The "date of tender" is deemed to be the date on which the Units are received by the Trustee, except that as regards Units received after the Evaluation Time, the date of tender is the next day on which the exchange is open for trading and such Units will be deemed to have been tendered at the Redemption Price computed on that day. Any amounts paid on redemption representing income received will be withdrawn from the Income Account to the extent funds are available. All other amounts will be withdrawn from the Capital Account. The Trustee is empowered to sell Securities in order to make funds available for redemption. Unitholders owning and tendering 1,200 Units or more of a Series other than Series 1 or 2 for redemption may request from the Trustee in lieu of a cash redemption a distribution in kind ("In Kind Distributions") of an amount and value of Securities per Unit equal to the Redemption Price per Unit as determined as of the evaluation next following the tender. Such Unitholder must elect to have its Units redeemed either entirely in kind plus cash for fractional shares or entirely in cash. An In Kind Distribution of such Units will be made by the Trustee through the distribution of each of the Securities in book-entry form to the account of the Unitholder's bank or broker-dealer at Depository Trust Company. The tendering Unitholder will receive his pro rata number of whole shares of each of the Securities comprising the Portfolio and cash from the Capital Account equal to the fractional shares to which the tendering Unitholder is entitled. In implementing these redemption procedures, the Trustee shall make any adjustments necessary to reflect differences between the Redemption Price of the Securities distributed in kind as of the date of tender. If funds in the Capital Account are insufficient to cover the required cash distribution to the tendering Unitholder, the Trustee may sell Securities according to the criteria discussed above. To the extent that Securities are distributed in kind or sold, the size of the relevant Trust will be reduced, and the diversity of such Trust may be altered. Sales may be required at a time when Securities would not otherwise be sold and may result in lower prices than might otherwise be realized. The price received upon redemption may be more or less than the amount paid by the Unitholder depending on the value of the Securities in the Portfolio at the time of redemption. Special federal income tax consequences will result if a Unitholder requests and receives an In Kind Distribution. (See "Federal Taxation" herein.)
The Redemption Price per Unit of a Trust is determined by the Trustee as of
the Evaluation Time on the date any such determination is made. The Redemption
Price per Unit is each Unit's pro rata share, determined by the Trustee, of:
The aggregate market value of the Securities is determined in good faith by the Trustee in the following manner. If the Securities are listed on a national securities exchange or on the NASDAQ National Market System, the evaluation will be based on the last closing sale price as of the Evaluation Time on that exchange (unless the Trustee determines such price is an inappropriate basis for evaluation) or, if there is no closing sale price on that exchange, at the mean between the closing bid and offer prices. If the Securities are not so listed or, if so listed and the principal market therefore is other than on the exchange, the evaluation will be based on the mean between the current bid and offer prices in the over-the-counter market (unless the Trustee determines these prices are an inappropriate basis for evaluation). If current bid or closing prices are unavailable, the evaluation will be determined on the basis of any of the following methods the Trustee deems appropriate (1) on the basis of the mean between the current bid and offer prices of such Securities as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Trust (which may include the Underwriter), (2) on the basis of comparable bid prices for comparable securities, (3) by appraising the value of the Securities at the mean between the bid and offer side of the market or by such other appraisal deemed appropriate by the Trustee or (4) by any combination of the above, each as of the Evaluation Time. The right of redemption may be suspended and payment postponed for any period during which the New York Stock Exchange is closed, other than for customary weekend and holiday closings, or during which trading on that Exchange is restricted, or an emergency exists, as a result of which emergency disposal or evaluation of the Securities is not reasonably practicable, or for such other periods as the Securities and Exchange Commission may by order, permit or require. The Indenture requires that the Trustee notify the Sponsor of any tender of Units for redemption. The Sponsor may, and so long as the Underwriter is maintaining a secondary market for Units, the Underwriter may, prior to the close of business on the day of tender, purchase any Units tendered to the Trustee for redemption by making payment therefor to the Unitholder in an amount not less than that which would have been paid by the Trustee had the Units been redeemed by the Trustee. (See "Public Offering -- Public Market".) Units held by the Sponsor or the Underwriter may be tendered to the Trustee for redemption in the same manner as any other Units. The offering price of any Units resold by the Underwriter will be the Public Offering Price determined in the manner provided in this Prospectus. (See "Public Offering -- Public Offering Price" herein.) Any profit resulting from the resale of such Units will belong to the Underwriter which likewise will bear any loss resulting from a lower offering or redemption price subsequent to its acquisition of such Units. (See "Public Offering -- Sponsor's and Underwriter's Profit" herein.) TRUST OPERATING EXPENSES Initial Costs All costs and expenses incurred in creating and establishing the Trusts, including the cost of the initial preparation, printing and execution of the Indenture and Agreement, legal and auditing expenses, advertising and selling expenses, expenses of the Trustee and other out-of-pocket expenses were borne by the Sponsor at no cost to the Trusts. Other than the Sponsor's Supervisory Fees described below, the Sponsor will not receive any fees in connection with its activities relating to the Trusts. However, the Underwriter, an affiliate of the Sponsor, will receive sales commissions and may realize other profits (or losses) in connection with the sale of Units as described under "Public Offering --Sponsor's and Underwriter's Profits" above and will be indemnified by the respective Trusts as described under "Miscellaneous Expenses" below. Fees The Sponsor's supervisory fee, if any, earned for supervising a Portfolio is based upon the largest number of Units for such Trust outstanding at any time during the calendar year and will be payable annually on or before the January Distribution Date. The Sponsor's current fee per 100 Units is set forth under "Summary of Essential Information" in Part One of this Prospectus (which shall not exceed $0.50 per 100 Units per year) and may exceed the actual costs of providing these supervisory services, but at no time will the total amount the Sponsor receives for these supervisory services, when combined with all compensation received with respect to any other series of trusts in any calendar year, exceed the aggregate cost to it of supplying such services in such year. Under the Indenture and Agreement, for its services as trustee and evaluator the Trustee will receive fees in the amount set forth in "Summary of Essential Information -- Trustee's Fee and Estimated Expenses" in Part One, computed and paid monthly on the basis of the largest number of Units outstanding for such Trust at any time during the calendar year. The Trustee is entitled to receive a minimum fee of $2,500 per year for services performed and expenses incurred on behalf of a Trust. Certain regular and recurring expenses of a Trust, including certain mailing and printing expenses, are borne by such Trust. The Sponsor's fee, if any, accrues monthly but is paid annually. The Trustee's fees are payable monthly on or before each Distribution Date from the Income Account, to the extent funds are available and thereafter from the Capital Account. Any such fees may be increased without approval of the Unitholders in proportion to increases under the classification "All Services Less Rent" in the Consumer Price Index published by the United States Department of Labor. The Trustee also receives benefits to the extent that it holds funds on deposit in various non-interest bearing accounts created under the Indenture and Agreement. For a discussion of the services rendered by the Trustee pursuant to its obligations under the Indenture and Agreement, see "Administration of the Trusts" herein. Miscellaneous Expenses The following additional charges are or may be incurred by each of the Trusts: (a) fees of the Trustee for extraordinary services, (b) expenses of the Trustee (including legal and auditing expenses) and of counsel designated by the Sponsor, (c) various governmental charges, (d) expenses and costs of any action taken by the Trustee to protect the Trusts and the rights and interests of Unitholders, (e) indemnification of the Trustee for any loss, liability or expenses incurred in the administration of the Trusts without negligence, bad faith or willful misconduct on its part and (f) expenditures incurred in contacting Unitholders upon termination of the Trusts. The fees and expenses set forth herein are payable out of the respective Trusts. When such fees and expenses are paid by or owing to the Trustee, they are secured by a lien on the Securities of the relevant Trust. Since the income stream produced by dividend payments on the Securities is unpredictable, the Sponsor cannot provide any assurance that dividends will be sufficient to meet any or all expenses of a particular Trust. If the balances in the Income and Capital Accounts are insufficient to provide for amounts payable by such Trust, the Trustee has the power to sell Securities to pay such amounts. These sales may result in capital gains or losses to Unitholders. (See "Federal Taxation" herein.) ADMINISTRATION OF THE TRUSTS Records and Accounts The Trustee will keep records and accounts of all transactions of each Trust at its offices at 101 Barclay Street, New York, New York 10286. These records and accounts will be available for inspection by Unitholders at reasonable times during normal business hours. The Trustee will keep on file for inspection by Unitholders an executed copy of the Indenture and Agreement together with a current list of the Securities then held in each Trust. In connection with the storage and handling of certain Securities deposited in a Trust, the Trustee is authorized to use the services of Depository Trust Company. These services would include safekeeping of the Securities, coupon-clipping, computer book-entry transfer and institutional delivery services. Distributions of Income and Capital The Trustee will credit to the Income Account all cash dividends received by and payable to the relevant Trust. Other receipts are credited to the Capital Account. Amounts in the Income Account received by a Trust will be distributed on or shortly after the fifteenth day of the month of the applicable Record Date on a pro rata basis to Unitholders of such Trust as of record as of that date. Amounts in the Capital Account will be distributed on or shortly after the fifteenth day of each June and December except that the Trustee shall not be required to make a distribution from the Capital Account unless the cash balance on deposit therein available for distribution shall be sufficient to distribute at least $1.00 per 100 Units. If the amounts in the Capital Account are sufficient to distribute at least $10.00 per 100 Units, such amounts shall be distributed on or shortly after the fifteenth day of the next succeeding month after such amounts are accumulated. The Trustee is not required to pay interest on funds held in the Capital or Income Accounts (but may itself earn interest thereon and therefore benefits from the use of such funds). The distribution to the Unitholders as of each Record Date will be made on the following Distribution Date or shortly thereafter and shall consist of an amount substantially equal to such portion of the Unitholders' pro rata share of the estimated annual dividend distributions in the Income Account after deducting estimated expenses. Because dividends are not received by a Trust at a constant rate throughout the year, such distributions to Unitholders may be more or less than the amount credited to the Income Account as of the Record Date. For the purpose of minimizing fluctuation in the distributions from the Income Account, the Trustee is authorized to advance such amounts as may be necessary to provide income distributions of approximately equal amounts. The Trustee shall be reimbursed, without interest, for any such advances from funds in the Income Account on the ensuing Record Date. A person who purchases Units will commence receiving distributions only after such person becomes a record owner. Notification to the Trustee of the transfer of Units is the responsibility of the purchaser, but in the normal course of business such notice is provided by the selling broker-dealer. As of the first day of each month, the Trustee will deduct from the Income Account and, to the extent funds are not sufficient therein, from the Capital Account, amounts necessary to pay the expenses of the relevant Trust (as determined on the basis set forth under "Trust Operating Expenses" herein). The Trustee may also withdraw from the Income and Capital Accounts such amounts, if any, as it deems necessary to establish a reserve for any applicable taxes or other governmental charges payable out of such Trust. Amounts so withdrawn shall not be considered a part of such Trust's assets until such time as the Trustee shall return all or any part of such amounts to the appropriate accounts. In addition, the Trustee may withdraw from the Income and Capital Accounts such amounts as may be necessary to cover redemptions of Units. Administration of the Portfolio The Trusts are not "managed" by the Sponsor or the Trustee; their activities described below are governed solely by the provisions of the Indenture and Agreement. The original proportionate relationship between the number of shares of each security in a Trust will be adjusted to reflect the occurrence of a stock dividend, stock split, merger, reorganization or a similar event which affects the capital structure of the issuer of a Security in such Trust but which does not affect such Trust's percentage ownership of the common stock equity of such issuer at the time of such event. The Sponsor may direct the Trustee to dispose of Securities under such circumstances as are indicated in the "Summary of Essential Information" in Part One. The proceeds of any such disposition of the Securities will be deposited in the Capital Account of the relevant Trust and distributed to related Unitholders in accordance with the Indenture and Agreement. If a failure to pay declared cash dividends on any of the Securities occurs and if the Sponsor does not, within 30 days after notification, instruct the Trustee to sell or hold such Securities, the Indenture provides that the Trustee may in its discretion sell such Securities. As the holder of the Securities, the Trustee will have the right to vote all of the voting stocks in the Trusts and will vote such stocks in accordance with the instructions of the Sponsor or, in the absence of such instructions, according to the recommendations, if any, of the issuer's management. Reports to Unitholders In connection with each distribution, the Trustee shall furnish Unitholders a statement of the amount of income and the amount of other receipts (received since the preceding distribution), if any, being distributed, expressed in each case as a dollar amount representing the pro rata share for each 100 Units outstanding. Within a reasonable period of time after the end of each calendar year, the Trustee shall furnish to each person who at any time during the calendar year was a registered Unitholder, a statement (i) as to the Income Account: dividends received, deductions for applicable taxes, fees and expenses of the relevant Trust, cash amounts paid for purchases of Securities to replace Failed Contract Securities and for redemptions of Units, if any, and the balance remaining after such distributions and deductions, expressed in each case both as a total dollar amount and as a dollar amount representing the pro rata share per 100 Units outstanding on the last Business Day of such calendar year; (ii) as to the Capital Account: the dates of disposition of any Securities and the net proceeds received therefrom, cash amounts paid for purchases of Securities to replace Failed Contract Securities and for redemption of Units, deductions for payment of applicable taxes and fees and expenses of the relevant Trust and the balance remaining after such distributions and deductions expressed both as a total dollar amount and as a dollar amount representing the pro rata share per 100 Units outstanding on the last Business Day of such calendar year; (iii) a list of the Securities held and the number of Units outstanding on the last Business Day of such calendar year; (iv) the Redemption Price per Unit based upon the last Trustee evaluation thereof made during such calendar year; and (v) amounts actually distributed during such calendar year from the Income and Capital Accounts, separately stated, expressed both as total dollar amounts and as dollar amounts representing the pro rata share per 100 Units outstanding. In order to comply with federal and state tax reporting requirements, Unitholders will be furnished, upon request to the Trustee, with evaluations of the Securities in the relevant Trust. Amendment or Termination The Indenture and Agreement may be amended by the Trustee and the Sponsor without the consent of any of the Unitholders (i) to cure any ambiguity or to correct or supplement any provision thereof which may be defective or inconsistent with any other provision, or (ii) to make such other provisions as shall not adversely affect the Unitholders, provided, however, that the Indenture and Agreement may not be amended to (a) increase the number of Units, except as the result of the deposit of additional Securities pursuant to the Indenture and Agreement, (b) permit the acquisition of additional or substitute securities except as expressly provided therein or (c) permit a Trust to engage in any kind of business. The Indenture and Agreement may also be amended in any respect by the Trustee and Sponsor, or any of the provisions thereof may be waived, with the consent of the holders of 51% of the Units then outstanding, provided that no such amendment or waiver will reduce the interest in each Trust of any Unitholder without the consent of such Unitholder or reduce the percentage of Units required to consent to any such amendment or waiver without the consent of all Unitholders. The Trustee shall advise the Unitholders of any amendment promptly after execution thereof. A Trust may be liquidated at any time by consent of Unitholders representing 51% of the Units then outstanding or by the Trustee when the value of such Trust, as shown by any evaluation, is less than the Minimum Termination Value indicated under "Summary of Essential Financial Information" in Part One. The Indenture and Agreement will terminate upon the sale or other disposition of the last Security held thereunder, but in no event will it continue beyond the Mandatory Termination Date stated under "Summary of Essential Information" in Part One. Written notice of any termination of a Trust shall be given by the Trustee to each relevant Unitholder at his address appearing on the registration books of the applicable Trust maintained by the Trustee. If a Trust terminates on the Mandatory Termination Date, the Trustee will provide written notice thereof to all Unitholders at least 30 days before such Mandatory Termination Date. The notice will include a form enabling Unitholders of a Series other than Series 1 or 2 to request an In Kind Distribution rather than payment in cash upon termination of a Trust. Such request must be returned to the Trustee at least five business days prior to the Mandatory Termination Date. Within a reasonable period of time after termination, the Trustee will sell any Securities remaining in a Trust. The Trustee will deduct from the funds of a Trust any accrued costs, expenses, advances or indemnities provided by the Indenture and Agreement, including estimated compensation of the Trustee and costs of liquidation and any amounts required as a reserve to provide for payment of any applicable taxes or other governmental charges. The Trustee will then distribute to each Unitholder who does not request an In Kind Distribution his pro rata share of the balance of the Income and Capital Accounts. For this reason, among others, the amount realized by a Unitholder upon termination may be less than the amount paid by such Unitholder for Units. Any sale of Securities in a Trust upon termination may result in a lower amount than might otherwise be realized if such sale were not required at such time. With such distribution to the Unitholders the Trustee will furnish a final distribution statement, in substantially the same form as the annual distribution statement, of the amount distributable. At such time as the Trustee in its sole discretion determines that any amounts held in reserve are no longer necessary, it will make distributions thereof to Unitholders in the same manner. Limitations on Liabilities The Sponsor and the Trustee shall be under no liability to Unitholders for taking any action or for refraining from taking any action in good faith pursuant to the Indenture and Agreement, or for errors in judgment or, in the case of the Sponsor, for errors in judgment in directing or failing to direct the Trustee, but shall be liable only for their own willful misfeasance, bad faith or negligence (gross negligence in the case of the Sponsor) in the performance of their duties or by reason of their reckless disregard of their obligations and duties hereunder. The Trustee shall not be liable for depreciation or loss incurred by reason of the sale by the Trustee of any of the Securities. In the event of the failure of the Sponsor to act under the Indenture and Agreement, the Trustee may act thereunder and shall not be liable for any action taken by it in good faith under the Indenture and Agreement. The Trustee shall not be liable for any taxes or other governmental charges imposed upon or in respect of the Securities or upon the interest thereon or upon it as Trustee under the Indenture and Agreement or upon or in respect of a Trust which the Trustee may be required to pay under any present or future law of the United States of America or of any other taxing authority having jurisdiction. In addition, the Indenture and Agreement contain other customary provisions limiting the liability of the Trustee. The Sponsor and Unitholders may rely on any evaluation furnished by the Trustee and shall have no responsibility for the accuracy thereof. Determinations by the Trustee under the Indenture and Agreement shall be made in good faith upon the basis of the best information available to it, provided, however, that the Trustee shall be under no liability to the Sponsor or Unitholders for errors in judgment. This provision shall not protect the Trustee in any case of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties. MISCELLANEOUS The Sponsor Unison Investment Trusts L.P., d/b/a Unison Investment Trusts Ltd., a Missouri limited partnership formed on March 24, 1987 ("Unison"), is the Sponsor of the Trusts. The Jones Financial Companies, A Limited Partnership, a Missouri limited partnership ("JFC"), which owns Edward D. Jones & Co., a Missouri limited partnership ("EDJ"), is the limited partner in Unison, and Unison Capital Corp., Inc. ("UCC"), a Missouri corporation, is the general partner of Unison. UCC is a wholly-owned subsidiary of LHC, Inc. ("LHC"), which is a wholly-owned subsidiary of JFC. The principal offices of Unison, JFC, EDJ, UCC and LHC are located at 201 Progress Parkway, Maryland Heights, Missouri 63043. The Sponsor has also acted as the sponsor of Insured Tax-Free Income Trust ("ITFIT"), a unit investment trust consisting of a portfolio of state, municipal and public authority debt obligations. ITFIT was established pursuant to a Standard Terms and Conditions of Trust and related Trust Agreements by and among the Sponsor, The Bank of New York, as trustee, and Standard & Poor's Corporation, as evaluator. As sponsor of ITFIT, the Sponsor performs activities that are substantially similar to those it performs for the Trusts. The Sponsor is liable for the performance of its obligations under the Indenture and Agreement. If the Sponsor shall fail to perform any of its duties under the Indenture and Agreement or become incapable of acting or become bankrupt or its affairs are taken over by public authorities, then the Sponsor shall be discharged. In such event, the Trustee shall: (i) appoint a successor Sponsor or Sponsors or (ii) terminate the Indenture and Agreement and liquidate a Trust in accordance with the provisions thereof. The Sponsor may also resign if the Sponsor and Trustee together appoint a new Sponsor by written instrument executed among the Sponsor, the Trustee and the new sponsor. The Indenture and Agreement provide for the appointment of a new Sponsor with a net worth of at least $1,000,000 to replace a resigning Sponsor prior to such resignation. However, it is not an ongoing obligation of the Sponsor to maintain this level of net worth. The Indenture and Agreement also provide that the Trustee shall mail to each Unitholder notice of the discharge or resignation of the Sponsor and of any appointment of a new Sponsor. The Trustee The Trustee is The Bank of New York, a banking corporation organized under the laws of the State of New York, with its offices at 101 Barclay Street, New York, New York 10286, (800) 221-7668. The duties of the Trustee are primarily ministerial in nature. It did not participate in the selection of Securities for the Trusts. Under the Indenture and Agreement, the Trustee or any successor trustee may resign and be discharged from the Trusts created by the Indenture and Agreement by executing an instrument in writing and filing the same with the Sponsor. The Trustee or successor trustee must mail a copy of the notice of resignation to all Unitholders then of record, not less than 60 days before the date specified in such notice of resignation is to take effect. The Sponsor upon receiving notice of such resignation is obligated to appoint a successor trustee promptly. If, upon such resignation, no successor trustee has been appointed and has accepted the appointment within 30 days after notification, the retiring Trustee may apply to a court of competent jurisdiction for the appointment of a successor. In case the Trustee becomes incapable of acting, is adjudged to be bankrupt or is taken over by public authorities or under certain changes in control of the Trustee, the Sponsor may remove the Trustee and appoint a successor trustee as provided in the Indenture and Agreement. Notice of such removal and appointment shall be mailed to each Unitholder by the Sponsor. Upon execution of a written acceptance of such appointment by such successor trustee, all the rights, powers, duties and obligations of the original Trustee shall vest in the successor. The resignation or removal of a Trustee becomes effective only when the successor trustee accepts its appointment as such or when a court of competent jurisdiction appoints a successor trustee. Any corporation into which a Trustee may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which a Trustee shall be a party, shall be the successor trustee. The Trustee must be a corporation which is authorized to exercise trust powers, is organized under the laws of the United States or any State and having at all times an aggregate capital, surplus and undivided profits of not less than $5,000,000. Effective June 19, 1995, United States Trust Company of New York resigned as Trustee and The Bank of New York was appointed successor trustee. The Evaluator The Evaluator is Van Kampen American Capital Investment Advisory Corp., a Delaware corporation, with main offices located at One Parkview Plaza, Oakbrook Terrace, Illinois 60181. Van Kampen American Capital Investment Advisory Corp. is a wholly owned subsidiary of Van Kampen American Capital, Inc., which itself is a sponsor of a substantial number of unit investment trusts.
The duty of the Evaluator is to accurately determine the Market Value of
the Securities (1) at any time upon the request of the Trustee and/or Sponsor,
Under the Indenture and Agreement, the Evaluator or any successor evaluator may resign and be discharged from the Trusts created by the Indenture and Agreement by executing an instrument in writing and filing the same with the Sponsor and the Trustee. The Evaluator or successor evaluator must mail a copy of the notice of resignation to the Sponsor and the Trustee, not less than 60 days before the date such notice of resignation is to take effect. The Sponsor and the Trustee upon receiving notice of such resignation are obligated to appoint a successor evaluator promptly. If, upon such resignation, no successor evaluator has been appointed and has accepted the appointment within 30 days after notification, the retiring Evaluator may apply to a court of competent jurisdiction for the appointment of a successor. Upon execution of a written acceptance of such appointment by such successor evaluator, all the rights, powers, duties and obligations of the original Evaluator shall vest in the successor. The resignation or removal of an Evaluator becomes effective only when the successor evaluator accepts its appointment as such or when a court of competent jurisdiction appoints a successor evaluator. Any corporation into which an Evaluator may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which an Evaluator shall be a party, shall be the successor evaluator. Effective June 19, 1995, United States Trust Company of New York resigned as Evaluator and Van Kampen American Capital Investment Advisory Corp. was appointed successor evaluator. Legal Opinions The legality of the Units offered hereby has been passed upon by Bryan Cave LLP, One Metropolitan Square, 211 North Broadway, Suite 3600, St. Louis, Missouri 63102-2750, which firm has also rendered an opinion regarding certain tax law matters with respect to the Trusts. Auditors The financial statements and schedule of Trust Securities included in this Prospectus have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto in Part One of this Prospectus, and are included herein in reliance upon the authority of said firm as experts in giving said reports. CENTRAL EQUITY TRUST
Except as to statements made herein furnished by the Trustee, the Trustee has assumed no responsibility for the accuracy, adequacy and completeness of the information contained in this Prospectus. This Prospectus does not contain all the information set forth in the registration statements and exhibits relating thereto, filed with the Securities and Exchange Commission, Washington, D.C., under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and to which reference is hereby made. No person is authorized to give any information or to make representations not contained in this Prospectus or in supplementary sales literature prepared by the Sponsor, and any information or representations not contained therein must not be relied upon as having been authorized by either the Trusts, the Trustee or the Sponsor. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, units in any State to any person to whom it is not lawful to make such offer in such State. Each Trust is registered as a Unit Investment Trust, under the Investment Company Act of 1940, as amended. Such registration does not imply that the Trusts or any of the Units have been guaranteed, sponsored, recommended or approved by the United States or any State or agency or officer thereof. CENTRAL EQUITY TRUST [Description of logo: One line, containing four black squares, side by side, each square containing within it a white symbol: the first, a light bulb symbolizing electricity; the second, a flame symbolizing gas; the third, a droplet symbolizing water; and the fourth, a telephone symbolizing a telephone.] UTILITY SERIES
PROSPECTUS
PART TWO Updated as of July 11, 1995 UNDERTAKING TO FILE REPORTS 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 regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred in that section. CONTENTS OF REGISTRATION STATEMENT This Amendment to Registration Statement comprises the following papers and documents: The facing sheet. The prospectus consisting of 66 pages. The undertaking to file reports. The signature. Written consents of the following persons:
Arthur Andersen LLP.
Van Kampen American Capital Investment Advisory Corp. (as successor Evaluator). The following exhibits: 14. Opinion of counsel as to the Federal and New York income tax status of the securities being registered. 15. Consent of Arthur Andersen LLP. 16(a). Consent of United States Trust Company of New York. 16(b). Consent of Van Kampen American Capital Investment Advisory Corp. 17. Written representation of counsel pursuant to the requirements of Rule 485. 27. Financial Data Schedule (submitted for the information of the Securities and Exchange Commission). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant, Central Equity Trust, certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement or Amendment to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Des Peres, and State of Missouri, on the 11th day of July, 1995. CENTRAL EQUITY TRUST
By: UNISON INVESTMENT TRUSTS LTD.,
By: Unison Capital Corp., Inc.,
16(b). Consent of Van Kampen American Capital Investment Advisory Corp. 17. Written representation of counsel pursuant to the requirements of Rule 485 27. Financial Data Schedule (submitted for the information of the Securities and Exchange Commission) EXHIBIT 8
BRYAN CAVE LLP
Gentlemen: This letter is issued in connection with the filing of Post-Effective Amendment No. 4 to Form S-6 of the Registration Statement for Central Equity Trust, Utility Series 4, 5 and 6, Post-Effective Amendment No. 3 to Form S-6 of the Registration Statement for Central Equity Trust, Utility Series 14, 15 and 16 and Post-Effective Amendment No. 2 to Form S-6 of the Registration Statement for Central Equity Trust, Utility Series 21, 22 and 23 and their Prospectuses dated July 11, 1995.
As counsel for the Sponsor of the Central Equity Trust, Utility
Series 4, 5, 6, 14, 15, 16, 21, 22 and 23 (the "Trusts"), we have examined:
Unison Investment Trusts Ltd.
Page 2
securities issued by electric, gas, water and telephone public utility companies or confirmations of contracts for the purchase of such securities into the respective Trusts. These securities and the securities purchased pursuant to the contracts for securities deposited into the respective Trusts are referred to as the "Securities". In exchange therefor, the Sponsor received all of the Units of each of the Trusts which it offered for sale to the public. Based upon the foregoing and upon an examination of such other documents and an investigation of such matters of law as we have deemed necessary, and subject to the limitations and assumptions contained herein and in the section of the Prospectus entitled "Federal Taxation", it is our opinion that: (1) Such discussion of tax consequences in the Prospectus is an accurate description of certain federal income tax aspects of an investment in a Unit. (2) Each Trust is not an association taxable as a corporation for federal income tax purposes. (3) Each Unitholder of a Trust shall be considered the owner of a pro rata portion of each of such Trust's assets for federal income tax purposes under Subpart E, Subchapter J of Chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"). Each Unitholder of a Trust will be considered to have received its pro rata share of income, deductions and credits derived from the operation of such Trust. (4) Each Unitholder will have a taxable event when a Trust disposes of a Security in a taxable transaction (whether by sale, liquidation, redemption or otherwise) or when the Unitholder redeems or sells its Units in a taxable transaction. The cost of the Units to a Unitholder on the date such Units are purchased is allocated among the Securities held by such Trust (in accordance with the proportion of the fair market values of such Securities) in order to determine the Unitholder's tax basis in the Unitholder's pro rata portion of each Security, and such tax basis will be subject to certain adjustments discussed in the section of the Prospectus entitled "Federal Taxation". We are also of the opinion, based upon the facts recited above and our review of relevant documents, that under applicable provisions of New York State and New York City tax law: (1) Each Trust is not an association taxable as a corporation. (2) Income of a Trust will be treated as income of the Unitholders of such Trust.
Unison Investment Trusts Ltd.
Page 3
Our opinions are based on the Code, rules and regulations promulgated thereunder, and interpretations thereof existing on this date, and New York State and New York City tax law existing on this date, all of which are subject to change at any time. Our opinions represent judgments concerning complex and uncertain issues, and are not binding upon the Internal Revenue Service or any other taxing authority. No assurance can be given that the tax treatment described in the Prospectus (including the status of each Trust) will not be challenged by the Internal Revenue Service or any other taxing authority, or that any such challenge would not be successful. We hereby consent to the filing of this opinion as an exhibit to Post- Effective Amendment No. 4 to Form S-6 of the Registration Statement for Central Equity Trust, Utility Series 4, 5 and 6, Post-Effective Amendment No. 3 to Form S-6 of the Registration Statement for Central Equity Trust, Utility Series 14, 15 and 16 and Post-Effective Amendment No. 2 to Form S-6 of the Registration Statement for Central Equity Trust, Utility Series 21, 22 and 23 and to the use of our name and to the reference to our firm in said Amendment to the Registration Statement and in the Prospectus. Very truly yours,
EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our reports, and to all references to our Firm, included in or made a part of this prospectus for Central Equity Trust, Utility Series 21, Central Equity Trust, Utility Series 22 and Central Equity Trust, Utility Series 23.
EXHIBIT 23.2
U.S.TRUST
July 11, 1995
Unison Investment Trusts Ltd.
RE: Central Equity Trust, Utility Series 21 Central Equity Trust, Utility Series 22 Central Equity Trust, Utility Series 23 Dear Sir: We hereby consent to the references in the post-effective amendment to the Registration Statement including the Prospectus contained herein for the above- captioned Trusts to United States Trust Company of New York as Evaluator, and to the use of the evaluations of the securities prepared by us which are referred to in such amendment to the Registration Statement. You are authorized to file a copy of this letter with the Securities Exchange Commission. Sincerely,
EXHIBIT 23.3
VAN KAMPEN AMERICAN CAPITAL
Van Kampen American Capital Investment Advisory Corp. July 11, 1995 One Parkview Plaza Oakbrook Terrace Illinois 60181 708-684-6000
Unison Investment Trusts Ltd.
Re: Central Equity Trust, Utility Series 21 Central Equity Trust, Utility Series 22 Central Equity Trust, Utility Series 23 Dear Sir: We hereby consent to the references in the post-effective amendment to the Registration Statement including the Prospectus contained herein for the above- captioned Trusts to Van Kampen American Capital Investment Advisory Corp. as successor Evaluator. You are authorized to file a copy of this letter with the Securities Exchange Commission. Sincerely,
CHICAGO-HOUSTON-KANSAS CITY-LAGUNA HILLS-LONDON-NEW YORK CITY-PARIS- PHILADELPHIA-SINGAPORE-TAMPA-TOKYO EXHIBIT 99
BRYAN CAVE LLP
July 11, 1995
Securities and Exchange Commission
Re: Central Equity Trust, Utility Series 21, Registration No.
Gentlemen and Ladies: We have served as counsel for Unison Investment Trusts Ltd., Sponsor of Central Equity Trust, Utility Series 21, Utility Series 22 and Utility Series 23, in connection with the preparation and review of this Post-Effective Amendment to the Registration Statement on Form S-6 (the "Registration Statement") relating to Utility Series 21, and, pursuant to Rule 429, also relating to Utility Series 22 and Utility Series 23. Based on the foregoing, we represent that this Registration Statement does not contain disclosures which would render it ineligible to become effective pursuant to the provisions of paragraph (b) of Rule 485 under the Securities Act of 1933, as amended. We hereby consent to the filing of this representation as an exhibit to this Post-Effective Amendment to the Registration Statement. Very truly yours,
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