<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 13, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
------------------------------------
A. EXACT NAME OF TRUST:
Equity Securities Trust, Series 6, Signature Series, Gabelli
Entertainment and Media Trust
B. NAME OF DEPOSITOR:
Reich & Tang Distributors L.P.
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
Reich & Tang Distributors L.P.
600 Fifth Avenue
New York, New York 10020
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
<TABLE>
<S> <C>
COPY OF COMMENTS TO:
Steven W. Duff MICHAEL R. ROSELLA, Esq.
Reich & Tang Distributors L.P. Battle Fowler LLP
600 Fifth Avenue 75 East 55th Street
New York, New York 10020 New York, New York 10022
(212) 856-6858
</TABLE>
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Equity Securities Trust, Series 6,
Signature Series, Gabelli Entertainment and Media Trust is being
registered under the Securities Act of 1933 pursuant to Section 24(f) of
the Investment Company Act of 1940, as amended, and Rule 24f-2
thereunder.
F. PROPOSED MAXIMUM AGGREGATE OFFERING PRICE TO THE PUBLIC OF THE SECURITIES
BEING REGISTERED:
Indefinite
G. AMOUNT OF FILING FEE:
$500 (as required by Rule 24f-2)
H. APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of the Registration
Statement.
/ / Check if it is proposed that this filing will become effective
immediately upon filing pursuant to Rule 487.
THE REGISTRANT HEREBY AMENDS THE REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
EQUITY SECURITIES TRUST, SERIES 6, SIGNATURE SERIES,
GABELLI ENTERTAINMENT AND MEDIA TRUST
CROSS-REFERENCE SHEET
PURSUANT TO RULE 404 OF REGULATION C
UNDER THE SECURITIES ACT OF 1933
(FORM N-8B-2 ITEMS REQUIRED BY INSTRUCTION AS
TO THE PROSPECTUS IN FORM S-6)
<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
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<C> <S> <C>
<CAPTION>
I. ORGANIZATION AND GENERAL INFORMATION
<C> <S> <C>
1. (a) Name of trust.................... Front cover of Prospectus
(b) Title of securities issued....... Front cover of Prospectus
2. Name and address of each depositor... The Sponsor
3. Name and address of trustee.......... The Trustee
4. Name and address of principal
underwriters....................... Distribution of Units
5. State of organization of trust....... Organization
6. Execution and termination of trust
agreement.......................... Trust Agreement, Amendment and
Termination
7. Changes of name...................... Not Applicable
8. Fiscal year.......................... Not Applicable
9. Litigation........................... None
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
10. (a) Registered or bearer
securities......................... Certificates
(b) Cumulative or distributive
securities......................... Interest and Principal Distributions
(c) Redemption....................... Trustee Redemption
(d) Conversion, transfer, etc........ Certificates, Sponsor's Repurchase,
Trustee Redemption
(e) Periodic payment plan............ Not Applicable
(f) Voting rights.................... Trust Agreement, Amendment and
Termination
(g) Notice to certificateholders..... Records, Portfolio, Substitution of
Securities, Trust Agreement,
Amendment and Termination, The
Sponsor, The Trustee
(h) Consents required................ Trust Agreement, Amendment and
Termination
(i) Other provisions................. Tax Status
11. Type of securities comprising
units.............................. Objectives, Portfolio, Portfolio
Summary
12. Certain information regarding
periodic payment certificates...... Not Applicable
13. (a) Load, fees, expenses, etc........ Summary of Essential Information,
Public Offering Price, Market for
Units, Volume and Other Discounts,
Sponsor's Profits, Trust Expenses
and Charges
(b) Certain information regarding
periodic payment certificates... Not Applicable
(c) Certain percentages.............. Summary of Essential Information,
Public Offering Price, Market for
Units, Volume and Other Discounts
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
------------------------------------- -------------------------------------
<C> <S> <C>
(d) Price differences................ Volume and Other Discounts,
Distribution of Units
(e) Other loads, fees, expenses...... Certificates
(f) Certain profits receivable by
depositors, principal
underwriters, trustee or
affiliated persons.............. Sponsor's Profits, Portfolio Summary
(g) Ratio of annual charges to
income............................. Not Applicable
14. Issuance of trust's securities....... Organization, Certificates
15. Receipt and handling of payments from
purchasers......................... Organization
16. Acquisition and disposition of
underlying securities.............. Organization, Objectives, Portfolio,
Portfolio Supervision
17. Withdrawal or redemption............. Comparison of Public Offering Price,
Sponsor's Repurchase Price and
Redemption Price, Sponsor's
Repurchase, Trustee Redemption
18. (a) Receipt, custody and disposition
of income.......................... Distributions, Dividend and Principal
Distributions, Portfolio
Supervision
(b) Reinvestment of distributions.... Not Applicable
(c) Reserves or special funds........ Dividend and Principal Distributions
(d) Schedule of distributions........ Not Applicable
19. Records, accounts and reports........ Records
20. Certain miscellaneous provisions of
trust agreement....................
(a) Amendment........................ Trust Agreement, Amendment and
Termination
(b) Termination...................... Trust Agreement, Amendment and
Termination
(c) and (d) Trustee, removal and
successor.......................... The Trustee
(e) and (f) Depositor, removal and
successor.......................... The Sponsor
21. Loans to security holders............ Not Applicable
22. Limitations on liability............. The Sponsor, The Trustee, The
Evaluator
23. Bonding arrangements................. Part II - Item A
24. Other material provisions of trust
agreement.......................... Not Applicable
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
25. Organization of depositor............ The Sponsor
26. Fees received by depositor........... Not Applicable
27. Business of depositor................ The Sponsor
28. Certain information as to officials
and affiliated persons of
depositor.......................... Not Applicable
29. Voting securities of depositor....... Not Applicable
30. Persons controlling depositor........ Not Applicable
31. Payments by depositor for certain
services rendered to trust......... Not Applicable
32. Payments by depositor for certain
other services rendered to trust... Not Applicable
33. Remuneration of employees of
depositor for certain services
rendered to trust.................. Not Applicable
</TABLE>
ii
<PAGE>
<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
------------------------------------- -------------------------------------
<C> <S> <C>
34. Remuneration of other persons for
certain services rendered to
trust.............................. Not Applicable
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
35. Distribution of trust's securities by
states............................. Distribution of Units
36. Suspension of sales of trust's
securities......................... Not Applicable
37. Revocation of authority to
distribute......................... None
38. (a) Method of distribution........... Distribution of Units
(b) Underwriting agreements.......... Distribution of Units
(c) Selling agreements............... Distribution of Units
39. (a) Organization of principal
underwriters....................... The Sponsor
(b) N.A.S.D. membership of principal
underwriters.................... The Sponsor
40. Certain fees received by principal
underwriters....................... The Sponsor
41. (a) Business of principal
underwriters....................... The Sponsor
(b) Branch offices of principal
underwriters....................... The Sponsor
(c) Salesmen of principal
underwriters....................... The Sponsor
42. Ownership of trust's securities by
certain persons.................... Not Applicable
43. Certain brokerage commissions
received by principal
underwriters....................... Not Applicable
44. (a) Method of valuation.............. Summary of Essential Information,
Market for Units, Offering Price,
Accrued Interest, Volume and Other
Discounts, Distribution of Units,
Comparison of Public Offering
Price, Sponsor's Repurchase Price
and Redemption Price, Sponsor's
Repurchase, Trustee Redemption
(b) Schedule as to offering price.... Summary of Essential Information
(c) Variation in offering price to
certain persons.................... Distribution of Units, Volume and
Other Discounts
45. Suspension of redemption rights...... Not Applicable
46. (a) Redemption valuation............. Comparison of Public Offering Price,
Sponsor's Repurchase Price and
Redemption Price, and Redemption
Price, and Trustee Redemption
(b) Schedule as to redemption
price.............................. Summary of Essential Information
47. Maintenance of position in underlying
securities......................... Comparison of Public Offering Price,
Sponsor's Repurchase Price and
Redemption Price, Sponsor's
Repurchase, Trustee Redemption
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation of
trustee............................ The Trustee
49. Fees and expenses of trustee......... Trust Expenses and Charges
50. Trustee's lien....................... Trust Expenses and Charges
</TABLE>
iii
<PAGE>
<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
------------------------------------- -------------------------------------
<C> <S> <C>
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Insurance of holders of trust's
securities......................... None
VII. POLICY OF REGISTRANT
52. (a) Provisions of trust agreement
with respect to selection or
elimination of underlying
securities...................... Objectives, Portfolio, Portfolio
Supervision, Substitution of
Securities
(b) Transactions involving
elimination of underlying
securities...................... Not Applicable
(c) Policy regarding substitution or
elimination of underlying
securities...................... Substitution of Securities
(d) Fundamental policy not otherwise
covered............................ Not Applicable
53. Tax status of trust.................. Tax Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during last ten
years.............................. Not Applicable
55. Hypothetical account for issuers of
periodic payment plans............. Not Applicable
56. Certain information regarding
periodic payment certificates...... Not Applicable
57. Certain information regarding
periodic payment plans............. Not Applicable
58. Certain other information regarding
periodic payment plans............. Not Applicable
59. Financial statements (Instruction
1(c) to Form S-6).................. Statement of Financial Condition
</TABLE>
iv
<PAGE>
SUBJECT TO COMPLETION DATED SEPTEMBER 13, 1995
[GABELLI LOGO]
--------------------------------------------------------------------------------
GABELLI COMMUNICATIONS INCOME TRUST
--------------------------------------------------------------------------------
EQUITY SECURITIES TRUST
SERIES 6
SIGNATURE SERIES, GABELLI ENTERTAINMENT AND MEDIA TRUST
The Trust is a unit investment trust designated Equity Securities Trust,
Series 6, Signature Series, Gabelli Entertainment and Media Trust ('Media
Trust' or 'Trust'). The Sponsor is Reich & Tang Distributors L.P.,
successor to the Unit Investment Trust Division of Bear, Stearns & Co.,
Inc., the former sponsor to the Equity Securities Trust. The objectives of
the Media Trust are to seek to achieve capital appreciation and, a
secondary objective of the Trust, is current income over the three-year
life of the Trust. In addition, it is the Trust's objective to achieve
growth in income with the growth in capital. Neither the Sponsor nor the
Portfolio Consultant can give assurance that the Trust's objectives can be
achieved. The Trust contains an underlying portfolio consisting primarily
of common stock, preferred stock, American Depositary Receipts ('ADRs')
and contracts and funds for the purchase of such securities (collectively,
the 'Securities'), which have been purchased by the Trust based upon the
recommendations of the portfolio consultant, Gabelli Funds, Inc. (the
'Portfolio Consultant'). The Trust is concentrated in the equity
securities of entertainment and media companies located both within and
outside the United States. There are certain risks inherent in an
investment in common stock, preferred stock and ADRs of companies in the
entertainment and media industry. See 'Risk Considerations' in Part A and
Part B of this prospectus. The Trust will terminate approximately three
years after the initial Date of Deposit.
Minimum Purchase: 100 Units
This Prospectus consists of two parts. Part A contains the Summary of
Essential Information including descriptive material relating to the
Trust, the Statement of Condition of the Trust. Part B contains general
information about the Trust. Part A may not be distributed unless
accompanied by Part B.
Please read and retain both parts of this Prospectus for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTUS PART A DATED SEPTEMBER , 1995
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any State.
<PAGE>
EQUITY SECURITIES TRUST, SERIES 6
SIGNATURE SERIES, GABELLI ENTERTAINMENT AND MEDIA TRUST
SUMMARY OF ESSENTIAL INFORMATION AS OF SEPTEMBER , 1995*
<TABLE>
<S> <C>
DATE OF DEPOSIT: September , 1995
AGGREGATE VALUE OF SECURITIES**........... $
AGGREGATE VALUE OF SECURITIES
PER 100 UNITS........................... $
NUMBER OF UNITS...........................
FRACTIONAL UNDIVIDED INTEREST IN
TRUST................................... 1/
PUBLIC OFFERING PRICE+
Aggregate Value of Securities in
Trust**............................... $
Divided By Units (times 100)...... $
Plus Sales Charge of 3.9% of Public
Offering Price per 100 units.......... $
Public Offering Price per
100 Units+++.......................... $1,000.00
SPONSOR'S REPURCHASE PRICE AND REDEMPTION
PRICE PER 100 UNITS.....................
EXCESS OF PUBLIC OFFERING PRICE OVER
REDEMPTION PRICE PER 100 UNITS.......... $
EVALUATION TIME: 4:00 p.m. New York Time.
MINIMUM PRINCIPAL DISTRIBUTION:
$l.00 per 100 Units
LIQUIDATION PERIOD: Beginning 60 days
prior to the Mandatory Termination Date.
</TABLE>
MINIMUM VALUE OF TRUST: The Trust may be terminated if
the value of the Trust is less than 40% of the
aggregate value of the Securities at the completion
of the Deposit Period.
MANDATORY TERMINATION DATE: The earlier of September
, 1998 or the disposition of the last Security in
the Trust.
TRUSTEE: Chase Manhattan Bank, N.A.
TRUSTEE'S ANNUAL FEE: $.90 per 100 Units outstanding.
ORGANIZATIONAL EXPENSES***: $. per 100 units
PORTFOLIO CONSULTANT: Gabelli Funds, Inc.
OTHER ANNUAL FEES AND EXPENSES: $.38 per 100 Units
outstanding.
SPONSOR: Bear, Stearns & Co. Inc.
SPONSOR'S ANNUAL SUPERVISORY FEE: Maximum of $.25 per
100 Units outstanding (see 'Trust Expenses and
Charges' in Part B).
RECORD DATE++: FIRST OF EACH MONTH
DIVIDEND DISTRIBUTION DATE++: FIFTEENTH OF EACH MONTH
------------------
* The business day prior to the initial Date of Deposit. The initial Date of
Deposit is the date on which the Trust Agreement was signed and the deposit of
Securities with the Trustee made.
** Includes accrued income receivable.
*** Although historically the sponsors of unit investment trusts ('UITs') have
paid all the costs of establishing such UITs, this Trust (and therefore the Unit
holders) will bear all or a portion of its organizational costs. Such
organizational costs include: the cost of preparing and printing the
registration statement, the trust indenture and other closing documents;
registering Units with the Securities and Exchange Commission and the states;
and the initial audit of the Trust. Total organizational expenses will be
amortized over the life of the Trust. See 'Trust Expenses' in Part B.
+ Per 100 units.
++ The first dividend distribution will be made on 15, 1995 (the
'First Distribution Date') to all Certificateholders of record on 1,
1995 (the 'First Record Date'). The regular monthly payment will begin on
15, 1995.
+++ On the initial Date of Deposit there will be no cash in the Income or
Capital Accounts. Anyone purchasing Units after such date will have included in
the Public Offering Price a pro rata share of any cash in such Accounts.
DESCRIPTION OF PORTFOLIO
Number of Issues: ( issuers)
Domestic Issuers: ( % at the initial aggregate value of securities)
Foreign Issuers: ( % of the initial aggregate value of securities)
(NYSE %; AMEX %; Over the Counter %)
144A Stock:
( % Portolio No. )
Common Stocks %; Preferred Stock %;
ADRs %
Number of Issues by Industry:
Entertainment ( %)
Media ( %)
Percentage of Portfolio by Country of Organization or Principal Place of
Business of Issuers:
<TABLE>
<S> <C>
United States % Mexico %
Brazil % New Zealand %
Canada % Philippines %
Chile % Spain %
Hong Kong % United Kingdom %
</TABLE>
A-2
<PAGE>
THE TRUST
The Trust is a unit investment trust designated Equity Securities Trust, Series
6, Signature Series, Gabelli Entertainment and Media Trust ('Media Trust' or
'Trust'). The Sponsor is Reich & Tang Distributors L.P. The objectives of the
Media Trust are to seek to achieve capital appreciation, and a secondary
objective of the Trust is current income over the three-year life of the Trust.
In addition, it is the Trust's objective to achieve growth in income with the
growth in capital. Neither the Sponsor nor the Portfolio Consultant can give
assurance that the Trust's objectives can be achieved. The Trust contains an
underlying portfolio consisting primarily of common stock, preferred stock,
American Depositary Receipts ('ADRs') and contracts and funds for the purchase
of such securities (collectively, the 'Securities'), which have been purchased
by the Trust based upon the recommendations of the portfolio consultant, Gabelli
Funds, Inc. (the 'Portfolio Consultant'). In selecting Securities for the Trust,
the Portfolio Consultant normally will consider the following factors, among
others: (1) the Portfolio Consultant's own evaluations of the private market
value of the underlying assets and business of the issuers of the Securities;
(2) the interest or dividend income generated by the Securities; (3) the
potential for capital appreciation for the Securities; (4) the prices of the
Securities relative to other comparable securities; (5) whether the Securities
are entitled to the benefits of sinking funds or other protective conditions;
(6) the management quality of the issuers of the Securities; and (7) the
diversification of the Trust's portfolio as to issuers' product type and
geographic focus. The Trust is concentrated in the equity securities of
entertainment and media companies located both within and outside the United
States. All of the Securities which are issued by foreign issuers are in the
form of ADRs or are listed on a U.S. stock exchange. There are certain risks
inherent in an investment in a portfolio of domestic common stocks, preferred
stock and ADRs of companies in the entertainment and media industry. See 'Risk
Considerations' in this Part A and in Part B. The Trust will terminate three
years after the initial Date of Deposit. Upon termination, Certificateholders
may elect to receive their terminating distributions in cash, in the form of
in-kind distributions of the Trust's Securities or may utilize their terminating
distributions to purchase units of a future series of the Trust at a reduced
sales charge. See 'Termination' in this Part A and 'Trust Administration--Trust
Termination' in Part B. issues have been deposited in the Trust and issues
are represented by the Sponsor's contracts to purchase, which are expected to
settle on or about September , 1995.
The Portfolio Consultant is not a Sponsor of the Trust. The Portfolio Consultant
has been retained by the Sponsor, at its expense, to utilize its equity
expertise in selecting the Securities deposited in the Trust. The Portfolio
Consultant's only responsibilities with respect to the Trust, in addition to its
role in portfolio selection, is to monitor the Securities in the Portfolio and
make recommendations to the Sponsor in certain circumstances regarding the
disposition of the Securities held by the Trust. The Sponsor is not obligated to
adhere to the recommendations of the Portfolio Consultant regarding the
disposition of Securities. The Sponsor has the sole authority to direct the
Trustee to dispose of Securities under the Trust Agreement. See 'Trust
Administration-- The Portfolio Consultant' in Part B for a description of the
Portfolio Consultant's responsibilities.
With the deposit of the Securities in the Trust on the initial Date of Deposit,
the Sponsor established a proportionate relationship among the aggregate value
of the specified Securities in the Trust. During the 90 days subsequent to the
initial Date of Deposit, the Sponsor may, but is not obligated to, deposit from
time to time additional Securities in the Trust ('Additional Securities') or
contracts to purchase Additional Securities, maintaining to the extent
practicable the original proportionate relationship of the number of shares of
each Security in the Trust portfolio immediately prior to such deposit, thereby
creating additional Units which will be offered to the public by means of this
Prospectus. These additional Units will each represent, to the extent
practicable, an undivided interest in the same number and type of securities of
identical issuers as are represented by Units issued on the initial Date of
Deposit. It may not be possible to maintain the exact original proportionate
relationship among the number of shares of Securities in the Trust portfolio on
the initial Date of Deposit with the deposit of Additional Securities because
of, among other reasons, purchase requirements, changes in prices, or the
unavailability of Securities. Deposits of Additional Securities in the Trust
subsequent to the 90-day period following the initial Date of Deposit (the
'Deposit Period') must replicate exactly the proportionate relationship
A-3
<PAGE>
among the number of shares of Securities in the Trust portfolio at the end of
the initial 90-day period. The number and identity of Securities in the Trust
will be adjusted to reflect the disposition of Securities and/or the receipt of
a stock dividend, a stock split or other distribution with respect to such
Securities or the reinvestment of the proceeds distributed to
Certificateholders. The portfolio of the Trust may change slightly based on such
disposition and reinvestment. Securities received in exchange for shares will be
similarly treated. Substitute Securities may be acquired under specified
conditions when Securities originally deposited in the Trust are unavailable
(see 'The Trust--Substitution of Securities' in Part B). As additional Units are
issued by the Trust as a result of the deposit of Additional Securities by the
Sponsor, the aggregate value of the Securities in the Trust will be increased
and the fractional undivided interest in the Trust represented by each unit will
be decreased. As of the Date of Deposit, Units in the Trust represent an
undivided interest in the principal and net income of the Trust in the ratio of
one hundred Units for the indicated initial aggregate value of Securities in the
Trust on the initial Date of Deposit as is set forth in the Summary of Essential
Information (See 'The Trust-- Organization' in Part B) (For the specific number
of Units in the Trust as of the initial Date of Deposit, see 'Summary of
Essential Information' in this Part A).
The Sponsor makes a primary over-the-counter market in shares of Portfolio No.
. The Sponsor does not act as an underwriter, manager or co-manager of a
public offering of the securities of any of the issuers in the Trust portfolio.
RISK CONSIDERATIONS
An investment in Units of the Trust should be made with an understanding of the
risks inherent in any investment in the Securities including: (i) for common and
preferred stocks, the risk that the financial condition of the issuers of the
Securities may become impaired or that the general condition of the stock market
may worsen (both of which may contribute directly to a decrease in the value of
the Securities and thus in the value of the Units); and (ii) for ADRs the risks
associated with government, economic, monetary and fiscal policies, inflation
and interest rates, economic expansion or contraction, and global or regional
political, economic or banking crises. (See 'Risk Considerations' in Part B of
this Prospectus.) The portfolio of the Trust is fixed and not 'managed' by the
Sponsor or the Portfolio Consultant. All the Securities in the Trust are
liquidated during a 60 day period at the termination of the 3 year life of the
Trust. Since the Trust will not sell Securities in response to ordinary market
fluctuation, but only at the Trust's termination, the amount realized upon the
sale of the Securities may not be the highest price attained by an individual
Security during the life of the Trust.
The mandatory termination date of the Trust is approximately three years from
the initial Date of Deposit. It is the present intention of the Sponsor to
select Securities for the Trust that will achieve a current income and growth of
capital during the life of the Trust.
The Sponsor cannot give any assurance that the business and investment
objectives of the issuers of the Securities will correspond with or in any way
meet the limited term objectives of the Trust. (See 'Risk Considerations' in
Part B).
PUBLIC OFFERING PRICE
The Public Offering Price per 100 Units of the Trust is equal to the aggregate
value of the underlying Securities (the price at which they could be directly
purchased by the public assuming they were available) in the Trust divided by
the number of Units outstanding times 100 plus a sales charge of 3.9% of the
Public Offering Price per 100 Units (excluding any transaction fees) or 4.058%
of the net amount invested in Securities per 100 Units including, during the
initial public offering period, the pro rata nominal transaction fees in
connection with the purchase of the Securities. (See 'Summary of Essential
Information.') In addition, the net amount invested in Securities will involve a
proportionate share of amounts in the Income Account and Principal Account, if
any. For additional information regarding the Public Offering Price, the
descriptions of dividend and principal distributions, repurchase and redemption
of Units and other essential information regarding the Trust, see the
A-4
<PAGE>
Summary of Essential Information for the Trust. During the initial offering
period orders involving at least 10,000 Units will be entitled to a volume
discount from the Public Offering Price. The Public Offering Price per Unit may
vary on a daily basis in accordance with fluctuations in the aggregate value of
the underlying Securities. (See 'Public Offering' in Part B.) The figures above
assume a purchase of 100 Units. The price of a single Unit, or any multiple
thereof, is calculated by dividing the Public Offering Price per 100 Units by
100 and multiplying by the number of Units. If the Securities appreciate in
value, purchasers of Units after the occurrence of such appreciation will
acquire their Units subject to a contingent liability for the income tax
inherent in the appreciated Securities. (See 'Tax Status' in Part B.)
DISTRIBUTIONS
Distributions of dividends received, less expenses, will be made by the Trust
monthly. The first dividend distributions will be made on the First Distribution
Date to all Certificateholders of record on the First Record Date and thereafter
distributions will be made monthly on the l5th day of every month (the 'Monthly
Distribution Date'). Distributions of capital gains realized, if any, will be
made shortly after the Monthly Distribution Date to Certificateholders of record
on the record date immediately preceding such Monthly Distribution Date. (See
'Rights of Certificateholders--Distributions' in Part B. For the specific dates
representing the First Distribution Date and the First Record Date, see 'Summary
of Essential Information.')
MARKET FOR UNITS
The Sponsor, although not obligated to do so, intends to maintain a secondary
market for the Units of the Trust after the initial public offering has been
completed. The secondary market repurchase price will be based on the market
value of the Securities in the Trust portfolio. (See 'Liquidity--Sponsor
Repurchase' for a description on how the secondary market repurchase price will
be determined.) If a market is not maintained a Certificateholder will be able
to redeem his Units with the Trustee. (See 'Liquidity--Trustee Redemption' in
Part B.) Some of the Securities in the Trust portfolio have been purchased in
ADR form in United States dollars. However, ADRs are not necessarily listed on a
national securities exchange. The principal trading market for certain other
Securities may be in the over-the-counter market. As a result, the existence of
a liquid trading market for these Securities may depend on whether dealers will
make a market in these Securities. There can be no assurance of the making or
the maintenance of a market for any of the Securities contained in the Trust
portfolio or of the liquidity of the Securities in any markets made. In
addition, the Trust may be restricted under the Investment Company Act of 1940
from selling Securities to the Sponsor. The price at which the Securities may be
sold to meet redemptions and the value of the Units will be adversely affected
if trading markets for the Securities are limited or absent.
TOTAL REINVESTMENT PLAN
Distributions from the Trust are made to Certificateholders monthly. The
Certificateholder has the option, however, of either receiving his dividend
check, together with any principal payments, from the Trustee or participating
in a reinvestment program offered by the Sponsor in shares of [ ]
(the 'Fund'). [ ] serves as the investment adviser of the Fund and
[ ] serves as distributor for the Fund. Participation in the
reinvestment option is conditioned on the Fund's lawful qualification for sale
in the state in which the Certificateholder is a resident. The Plan is not
designed to be a complete investment program. See 'Total Reinvestment Plan' in
Part B for details on how to enroll in the Total Reinvestment Plan and how to
obtain a Fund prospectus.
A-5
<PAGE>
TERMINATION
During the 60 day period prior to the Mandatory Termination Date (three years
after the initial Date of Deposit) (the 'Liquidation Period'), Securities will
begin to be sold in connection with the termination of the Trust and all
Securities will be sold by the Mandatory Termination Date. The Trustee may
utilize the services of the Sponsor for the sale of all or a portion of the
Securities in the Trust. The Sponsor will receive brokerage commissions from the
Trust in connection with such sales in accordance with applicable law. The
Sponsor will determine the manner, timing and execution of the sales of the
underlying Securities. Certificateholders may elect one of the three options in
receiving their terminating distributions. Certificateholders may elect: (1) to
receive their pro rata share of the underlying Securities in kind, if they own
at least 2,500 units, (2) to receive cash upon the liquidation of their pro rata
share of the underlying Securities or (3) subject to the receipt by the Trust of
an appropriate exemptive order from the Securities and Exchange Commission, to
invest the amount of cash they would have received upon the liquidation of their
pro rata share of the underlying Securities in units of a future series of the
Trust (if one is offered) at a reduced sales charge. See 'Trust
Administration--Trust Termination' in Part B for a description of how to select
a termination distribution option.
The Sponsor will attempt to sell the Securities as quickly as they can during
the Liquidation Period without, in its judgment, materially adversely affecting
the market price of the Securities, but all of the Securities will in any event
be disposed of by the end of the Liquidation Period. The Sponsor does not
anticipate that the period will be longer than 60 days, and it could be as short
as one day, depending on the liquidity of the Securities being sold. The
liquidity of any Security depends on the daily trading volume of the Security
and the amount that the Sponsor has available for sale on any particular day.
It is expected (but not required) that the Sponsor will generally follow the
following guidelines in selling the Securities: for highly liquid Securities,
the Sponsor will generally sell Securities on the first day of the Liquidation
Period; for less liquid Securities, on each of the first two days of the
Liquidation Period, the Sponsor will generally sell any amount of any underlying
Securities at a price no less than 1/2 of one point under the last closing sale
price of those Securities. On each of the following two days, the price limit
will increase to one point under the last closing sale price. After four days,
the Sponsor intends to sell at least a fraction of the remaining underlying
Securities, the numerator of which is one and the denominator of which is the
total number of days remaining (including that day) in the Liquidation Period,
without any price restrictions.
During the Liquidation Period, Certificateholders who have not chosen to receive
distributions-in-kind will be at risk to the extent that Securities are not
sold; for this reason the Sponsor will be inclined to sell the Securities in as
short a period as they can without materially adversely affecting the price of
the Securities. However, Certificateholders who have chosen to receive
distributions-in-kind upon liquidation of the Trust should be aware that this
will be a taxable event to such Certificateholder, and that the
Certificateholder will recognize taxable gain or loss (equal to the difference
between such Certificateholder's tax basis in his Units and the fair market
value of Securities received upon liquidation), which will be a capital gain or
loss except in the case of a dealer in securities. (See 'Tax Status' in this
Part B.) Certificateholders should consult their own tax advisers in this
regard.
A-6
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Sponsor, Trustee, and Certificateholders,
Equity Securities Trust, Series 6, Signature Series, Gabelli
Entertainment and Media Trust
We have audited the accompanying Statement of Condition and Portfolio (the
'financial statements') of the Equity Securities Trust, Series 6, Signature
Series, Gabelli Entertainment and Media Trust as of September , 1995. These
financial statements are the responsibility of the Sponsor. Our responsibility
is to express an opinion on the financial statements based on our audit.
We conducted our audit 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, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion. The irrevocable letters of
credit deposited in connection with the securities owned as of September ,
1995, pursuant to contracts to purchase, as shown in the Statement of Condition,
were confirmed to us by Chase Manhattan Bank, N.A., the Trustee.
In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Equity Securities Trust, Series 6,
Signature Series, Gabelli Entertainment and Media Trust, at September , 1995,
in conformity with generally accepted accounting principles.
New York, New York KPMG PEAT MARWICK LLP
September , 1995
A-7
<PAGE>
EQUITY SECURITIES TRUST, SERIES 6
SIGNATURE SERIES, GABELLI ENTERTAINMENT AND MEDIA TRUST
STATEMENT OF CONDITION
AS OF DATE OF DEPOSIT, SEPTEMBER , 1995
TRUST PROPERTY
<TABLE>
<S> <C>
SERIES 6
Investment in Securities--Sponsor's Contracts to Purchase Underlying
Securities Backed by Letter of Credit(1)............................ $
Accrued income receivable.............................................
Organizational Costs(2)...............................................
----------
Total................................................................. $
----------
----------
</TABLE>
INTEREST OF CERTIFICATEHOLDERS
<TABLE>
<S> <C>
Liability for Accrued Income to Date of Deposit....................... $
Interest of Certificateholders--Units of Fractional Undivided
Interest Outstanding
(Series 6: Units):
Cost to Certificateholders(3)....................................
Less-Gross Underwriting Commissions(4)...........................
----------
Net Amount Applicable to Certificateholders......................
----------
Total............................................................ $
----------
----------
</TABLE>
------------------------------------
(1) Aggregate cost to the Trust of the Securities listed in the Portfolio
is determined by the Trustee on the basis set forth under 'Public
Offering--Offering Price' as of 4:00 p.m. on September , 1995. Irrevocable
letters of credit issued by Morgan Guaranty Trust Company in an aggregate amount
of $ have been deposited with the Trustee to cover the purchase of
$ of Securities pursuant to contracts to purchase such Securities.
(2) Organizational Costs incurred by the Trust have been deferred and will
be amortized over the life of the Trust. The Trust will reimburse the Sponsor
for actual organizational costs incurred.
(3) Aggregate public offering price computed on Units of Series 6 on
the basis set forth under 'Public Offering--Offering Price' in Part B.
(4) Sales charge of 3.9% computed on Units of Series 6 on the basis
set forth under 'Public Offering Price' in Part B.
A-8
<PAGE>
EQUITY SECURITIES TRUST
SERIES 6
SIGNATURE SERIES
GABELLI ENTERTAINMENT AND MEDIA TRUST
PORTFOLLO
AS OF SEPTEMBER , 1995
A MONTHLY PAYMENT SERIES
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE MARKET COST OF
PORTFOLIO SECURITIES OF VALUE SECURITIES
NO. (SHS./PRINC.) NAME OF ISSUER (2) FUND (1) PER SHARE TO TRUST (3)
--------- ------------- --------------------------------------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK: %
Entertainment: % 1 Shs. % $ $
------------
Media: %
------------
Communication: %
Common Stock Sub-Total
------------
PREFERRED STOCK: %
------------
Preferred Stock Sub-Total
------------
ADRs: %
------------
ADRs Sub-Total
------------
Total Investment in Securities
------------
Accrued Income Receivable
---------- ------------
$
Grand Total %
---------- ------------
---------- ------------
</TABLE>
FOOTNOTES TO PORTFOLIO
(1) Based on the cost of the Securities to the Trust.
(2) Forward contracts to purchase the Securities were entered into on
. All such contracts are expected to be settled on or
about the First Settlement Date of the Trust which is expected to be
September , 1995.
(3) Evaluation of Securities by the Trustee was made on the basis of closing
sale prices at the Evaluation Time on the day prior to the Initial Date of
Deposit.
Additional information regarding the Trust is as follows:
<TABLE>
<CAPTION>
SPONSOR'S PROFIT
SPONSOR'S (INITIAL DATE
PURCHASE PRICE OF DEPOSIT)
--------------- -------------------------
<S> <C>
$ $
</TABLE>
A-9
<PAGE>
UNDERWRITING SYNDICATE
The names and addresses of the Underwriters of the Units and their
participation in the offering of Equity Securities Trust, Series 6, Signature
Series, Gabelli Entertainment and Media Trust are as follows:
<TABLE>
<CAPTION>
% OF
EST SERIES 6
------------
<S> <C>
REICH & TANG DISTRIBUTORS L.P.
600 Fifth Avenue
New York, New York 10020............................................................................ %
</TABLE>
A-10
<PAGE>
UNDERWRITING SYNDICATE
<TABLE>
<CAPTION>
% OF
EST SERIES 6
------------
<S> <C>
------
TOTAL.......................................................................................... 100%
------
------
</TABLE>
A-11
<PAGE>
FEATURES AND BENEFITS
MONTHLY INCOME Income derived from the portfolio will be paid to you on a
monthly basis.
FIXED PORTFOLIO The identity of Gabelli's portfolio selection of stocks should
remain relatively unchanged for the life of the Trust.
PORTFOLIO SUPERVISION Although not actively managed, the portfolio will be
professionally monitored and Securities may be sold in order to meet redemptions
or if their retention is deemed detrimental to the unitholders.
PROFESSIONAL SELECTION The portfolio's Securities will be selected by Gabelli
Funds, Inc. whose Chief Investment Officer is Mario J. Gabelli, a 25 year
veteran securities analyst and equity manager who is among the most recognized
investment professionals in America.
DIVERSIFICATION The Trust offers investors the opportunity for diversification
within the communications sector.
LIQUIDITY The Trust Units may be sold at any time during its three year life at
the then current market value which may be more or less than the original
purchase price.
CONVENIENCE Unitholders may purchase a diversified portfolio of stocks and
follow it as easily as purchasing one individual stock.
LOW MINIMUM INVESTMENT Units of the Trust are conveniently priced at
approximately $10 per Unit. The minimum investment is 100 Units.
VOLUME DISCOUNT Purchasers wishing to purchase more than 10,000; 25,000;
50,000; 75,000 or 100,000 Units are entitled to a reduced sales charge which is
explained more fully in the prospectus.
REINVESTMENT OPTION Unitholders have the option of either receiving their
monthly income check by mail from the Trustee or investing their regular
distributions in shares of [ ].
OPTIONS AT TERMINATION Unitholders have the choice at the time of termination
of the Trust of receiving either cash, securities in kind (for unitholders of
2,500 units or more) or investment at a reduced sales charge into a future
series of the Trust, if available.
<PAGE>
THE TRUST
GABELLI ENTERTAINMENT AND MEDIA INCOME TRUST IS A UNIT INVESTMENT TRUST, FORMED
TO INVEST PRIMARILY IN THE EQUITY SECURITIES OF ENTERTAINMENT AND MEDIA
COMPANIES IN THE UNITED STATES AND THROUGHOUT THE WORLD. THE PORTFOLIO WILL BE
SELECTED BY THE TRUST'S PORTFOLIO CONSULTANT, GABELLI FUNDS, INC. LED BY ITS
CHIEF INVESTMENT OFFICER, MARIO J. GABELLI.
INVESTMENT OBJECTIVES The objectives of the Gabelli Entertainment and Media
Income Trust are to seek to achieve capital appreciation and over the three-year
life of the Trust current income is a secondary objective of the Fund.
There can be no assurance that either of these objectives will be realized.
THE TRUST'S THEME Gabelli Funds, Inc. is concentrating on companies which will
benefit from the worldwide focus on job creation. Economic recovery for the
balance of the 1990s will be evidenced by a worldwide drive to create jobs.
State of the art communications capability, including world class
telecommunications infrastructure, which enhance business and industrial
development, will be essential to this goal. In addition, the convergence of the
computer with both the television and telephone coupled with advances in fiber
optics and digital compression, is creating investment opportunities in the
creation and deployment of interactive services. Companies involved in
creativity, as it relates to the development of intellectual property rights
(copyrights) and companies involved in the distribution or the delivery of these
copyrights are attractive opportunities in the .
The Trust will consist primarily of equity securities of domestic and foreign
entertainment and media companies that Gabelli Funds, Inc. expects to benefit
from fundamental regulatory and technological changes. A cyclical economic
recovery during the three year life of the trust may enhance the industry
specific and company specific growth in value anticipated for the Gabelli
Entertainment and Media Trust.
THE PORTFOLIO CONSULTANT The Trust's securities portfolio will be selected by
its Portfolio Consultant, Gabelli Funds, Inc. The Chief Investment Officer of
Gabelli Funds, Inc. is Mario J. Gabelli.
A 25 year veteran securities analyst and equity manager, Mario Gabelli is
among the most recognized investment professionals in America. He has been
called by Barron's magazine '. . . one of the truly great stock pickers of our
time.'
Gabelli Funds, Inc., together with its affiliate, GAMCO Investors, Inc. is an
investment manager, administrator or advisor for assets of mutual funds and
privately managed accounts aggregating more than $8.0 billion as of December 31,
1993.
<PAGE>
INVESTMENT PHILOSOPHY
Creating Wealth Through Research 'WE VIEW FUNDAMENTAL RESEARCH AS A THREE
PRONGED APPROACH; FREE CASH FLOW, EARNINGS PER SHARE, AND PRIVATE MARKET VALUE
(PMV). WE BLEND OUR INTRINSIC VALUE ANALYSIS WITH THE SEARCH FOR A CATALYST THAT
WILL SURFACE VALUE AND ATTRACT INVESTOR ATTENTION.'
'WE DO WHAT IS DESCRIBED AS BOTTOMS-UP RESEARCH: WE READ ANNUAL REPORTS; VISIT
THE COMPETITION; TALK TO CUSTOMERS; GO BELLY TO BELLY WITH MANAGEMENT. WE ARE
STOCK PICKERS. WE LOOK AT EARNINGS PER SHARE TRENDS, BUT WE DO NOT TRY TO
FORECAST EARNINGS WITH ACCOUNTING PRECISION AND THEN TRADE STOCKS BASED ON
QUARTERLY EXPECTATIONS AND REALTIES. WE WANT TO KNOW EVERYTHING AND ANYTHING
THAT WILL ADD OR DETRACT FROM OUR PRIVATE MARKET VALUE ESTIMATES. WE LOOK FOR A
CATALYST; SOMETHING HAPPENING IN THE COMPANIES' INDUSTRIES OR INDIGENOUS TO THE
COMPANIES THEMSELVES THAT WILL SURFACE VALUE.'
'WHEN WE IDENTIFY STOCKS THAT QUALIFY AS BARGAINS, BASED ON THESE FUNDAMENTAL
AND CONCEPTUAL CONSIDERATIONS, WE BECOME PATIENT LONG TERM INVESTORS. THIS HAS
BEEN A PROVEN LONG TERM METHOD FOR CREATING WEALTH IN THE STOCK MARKET.'
--MARIO J. GABELLI, C.F.A.
<PAGE>
THE ENTERTAINMENT AND MEDIA INDUSTRY
ENTERTAINMENT AND MEDIA IS AN EXPANDING, GLOBAL INDUSTRY. THE GABELLI
ORGANIZATION BELIEVES THAT A PORTFOLIO OF SECURITIES OF ENTERTAINMENT AND MEDIA
COMPANIES LOCATED THROUGHOUT THE WORLD MAY OFFER SIGNIFICANT POTENTIAL FOR THE
GROWTH OF CAPITAL AND INCOME OVER A THREE-YEAR PERIOD IN THIS DECADE.
Companies whose securities may be included in the Trust's portfolio include
those which provide the following products or services:
o Broadcasting, including television and radio via VHF, UHF, satellite and
microwave transmission and cable television.
o Programming including theatrical broadcast, cable networks and interactive
entertainment.
o Regular telephone service throughout the world.
o Wireless communications services and equipment, including cellular telephone,
microwave and satellite communications, paging, and other emerging wireless
technologies.
o Equipment and services for both data and voice transmission, including
computer equipment.
o Electronic components and communications equipment.
o Video conferencing.
o Electronic mail.
o Local and wide area networking, and linkage of data and word processing
systems.
o Publishing and information systems.
o Video text and teletext.
o Emerging technologies combining TV, telephone and computer systems.
While the Trust expects that a substantial portion of its assets may be
invested in securities of domestic entertainment and media companies, a portion
of the portfolio may also be comprised of securities of companies headquartered
outside the United States.
TYPES OF SECURITIES The Trust's portfolio will consist primarily of common
stocks of both domestic and foreign companies, preferred stock, and foreign
equity securities in the form of American Depository Receipts (ADRs). Some of
these securities may qualify as 'Rule 144A' securities.
<PAGE>
RISK CONSIDERATIONS
COMMON STOCK Since the Trust consists of common stocks of both domestic and
foreign issuers, an investment in Units of the Trust should be made with an
understanding of the risks inherent in any investment in common stocks including
the risk that the financial condition of the issuers of the Securities may
become impaired or that the general condition of the stock market may worsen
(both of which may contribute directly to a decrease in the value of the
Securities and thus in the value of the Units).
ADRS. An investment in Units of the Trust should be made with an understanding
of the risks inherent in an investment in foreign equity securities in the form
of American Depository Receipts, including risks associated with government,
economic, monetary and fiscal policies, inflation and interest rates, economic
expansion or contraction, and global or regional political, economic or banking
crises. ADRs, American Depository Receipts, represent common stock of non-U.S.
issuers deposited with a custodian in a depository. Sales of these underlying
securities will generally be effected only in foreign securities markets.
Although the Sponsor does not believe that the Trust will encounter obstacles in
disposing of ADRs, investors should realize that many of these underlying
securities may be traded in foreign countries where the securities markets are
not as developed or efficient and may not be as liquid as those in the United
States.
ENTERTAINMENT AND MEDIA ISSUERS The Trust may concentrate its assets in the
entertainment and media industry and, as a result, the value of the Units of the
Trust may be susceptible to factors affecting the entertainment and media
industry. The communications industry, an affiliated area to the entertainment
and media industry, is subject to governmental regulation, and the products and
services of communications companies may be subject to rapid obsolescence. These
factors could affect the value of the Trust's Units.
LIQUIDITY The ADRs in the Portfolio have been purchased in United States
dollars. The principal trading market for certain other Securities may be in the
over-the-counter market. As a result, the existence of a liquid trading market
for these Securities may depend on whether dealers will make a market in these
Securities.
RULE 144A The Trust may purchase securities that are not registered ('Restricted
Securities') under the Securities Act of 1933 (the 'Securities Act'), but can be
offered and sold to 'qualified institutional buyers' under Rule 144A under the
Securities Act. It is not possible to predict with assurance exactly how this
market for Restricted Securities sold and offered under Rule 144A will develop.
This investment practice could have the effect of increasing the level of
illiquidity in the Trust to the extent that qualified institutional buyers
become for a time uninterested in purchasing these Restricted Securities.
<PAGE>
Why Equities? FOR THE PAST TWO-THIRDS OF A CENTURY, U.S. EQUITIES HAVE PROVIDED
A RETURN NEARLY TWICE THAT OF LONG TERM CORPORATE AND GOVERNMENT BONDS.
MOREOVER, DURING THIS PERIOD, THE RETURN FROM EQUITIES HAS BEEN MORE THAN THREE
TIMES THE INFLATION RATE, AS MEASURED BY THE CONSUMER PRICE INDEX.
STOCKS, BONDS, & INFLATION: 1926-1991*
SUPERIOR RETURNS AND INFLATION PROTECTION HAVE MADE EQUITIES A CRITICAL
COMPONENT OF INDIVIDUALS' INVESTMENT PROGRAMS.
Why Equities in a Unit Investment Trust? THE INVESTOR IN AN EQUITY SECURITIES
TRUST WANTS THE OPPORTUNITY TO ALLOW THE PORTFOLIO'S ORIGINAL INVESTMENT THESIS
TO WORK OUT OVER THE STATED LIFE OF THE TRUST: THE INVESTOR DOES NOT WANT THE
PORTFOLIO CHANGED IN RESPONSE TO TRANSITORY DEVELOPMENTS IN THE ECONOMY OR
SECURITIES MARKETS. NOR DOES THE INVESTOR WANT INVESTMENT RETURNS TO BE
DISSIPATED BY TRANSACTION COSTS ASSOCIATED WITH PORTFOLIO TURNOVER.
<PAGE>
INTRODUCING EQUITY SECURITIES TRUST
Opportunities MORE THAN EVER BEFORE, TODAY'S INTELLIGENT INVESTOR WANTS TIMELY,
SPECIFIC INVESTMENT IDEAS.
BUT THE INVESTOR IS ALSO TIRED OF BEING MANIPULATED BY THE MARKET FADS-OR
FEARS-OF THE MOMENT.
A UNIT INVESTMENT TRUST (UIT) CAN BE PART OF THE SOLUTION TO THIS PROBLEM. A
UIT CAN BE THE VEHICLE FOR A DIVERSIFIED PORTFOLIO OF EQUITY SECURITIES
DEDICATED TO THE PURSUIT OF A SINGLE, CONSISTENT INVESTMENT IDEA.
WHETHER THAT IDEA CONCERNS AN INDUSTRY TREND, A DEMOGRAPHIC SHIFT, OR A TURN
IN THE BUSINESS CYCLE, A UIT CAN OFFER ONE A CLEAR, FOCUSED WAY TO INVEST FOR A
FIXED, PRE-ESTABLISHED TIME FRAME.
Equity Securities Trust THE EQUITY SECURITIES TRUST IS A SERIES OF UNIT
INVESTMENT TRUSTS, CREATED FOR INDIVIDUAL INVESTORS TO TAKE ADVANTAGE OF TIMELY
AND SPECIFIC OPPORTUNITIES IN THE EQUITY MARKETS.
EACH EQUITY SECURITIES TRUST OFFERS PARTICIPATION IN A FIXED PORTFOLIO OF
EQUITIES THAT HAVE A COMMON THEME AND/OR ARE CHOSEN BY A PARTICULAR INVESTMENT
MANAGER FOR A SPECIFIC PURPOSE WHICH IS EXPECTED TO BE REALIZED WITHIN A FINITE
INVESTMENT HORIZON. THE INVESTOR IN AN EQUITY SECURITIES TRUST KNOWS EXACTLY
WHAT THE TRUST'S INVESTMENT THESIS IS AND WHAT ITS INVESTMENT GOALS ARE.
<PAGE>
--------------------------------------------------------------------------------
[INSERT LOGO]
--------------------------------------------------------------------------------
EQUITY SECURITIES TRUST
SERIES 6
SIGNATURE SERIES
GABELLI ENTERTAINMENT AND MEDIA TRUST
PROSPECTUS PART B
PART B OF THIS PROSPECTUS MAY NOT BE
DISTRIBUTED UNLESS ACCOMPANIED BY
PART A
THE TRUST
ORGANIZATION
'Equity Securities Trust, Series 6, Signature Series, Gabelli Entertainment
and Media Trust' consists of a 'unit investment trust' designated as set forth
in Part A. The Trust was created under the laws of the State of New York
pursuant to a Trust Indenture and Agreement (the 'Trust Agreement'), dated the
initial Date of Deposit, among Reich & Tang Distributors L.P., as Sponsor, and
Chase Manhattan Bank, N.A. as Trustee.
On the initial Date of Deposit, the Sponsor deposited with the Trustee
common stock, preferred stock, and American Depositary Receipts ('ADRs')
including funds and delivery statements relating to contracts for the purchase
of certain such securities (collectively, the 'Securities') with an aggregate
value as set forth in Part A and cash or an irrevocable letter of credit issued
by a major commercial bank in the amount required for such purchases. Thereafter
the Trustee, in exchange for the Securities so deposited, delivered to the
Sponsor the Certificates evidencing the ownership of all Units of the Trust. The
Sponsor has a limited right to substitute other securities in the Trust
portfolio in the event of a failed contract. See 'The Trust--Substitution of
Securities'. The Sponsor may also, in certain circumstances, direct the Trustee
to dispose of certain Securities if the Sponsor believes that, because of market
or credit conditions, or for certain other reasons, retention of the Security
would be detrimental to Certificateholders. (See 'Trust
Administration--Portfolio Supervision.')
As of the day prior to the initial Date of Deposit, a 'Unit' represents an
undivided interest or pro rata share in the Securities of the Trust in the ratio
of one hundred Units for the indicated amount of the aggregate market value of
the Securities initially deposited in the Trust as is set forth in the 'Summary
of Essential Information'. To the extent that any Units are redeemed by the
Trustee, the fractional undivided interest or pro rata share in
1
<PAGE>
such Trust represented by each unredeemed Unit will increase, although the
actual interest in such Trust represented by such fraction will remain
unchanged. Units will remain outstanding until redeemed upon tender to the
Trustee by Certificateholders, which may include the Sponsor or the
Underwriters, or until the termination of the Trust Agreement.
With the deposit of the Securities in the Trust on the initial Date of
Deposit, the Sponsor established a proportionate relationship among the initial
aggregate value of specified Securities in the Trust. During the 90 days
subsequent to the initial Date of Deposit, the Sponsor may deposit additional
Securities in the Trust that are substantially similar to the Securities already
deposited in the Trust ('Additional Securities') or contracts to purchase
Additional Securities, in order to create additional Units, maintaining to the
extent practicable the original proportionate relationship of the number of
shares of each Security in the Trust portfolio on the initial Date of Deposit.
These additional Units will each represent, to the extent practicable, an
undivided interest in the same number and type of securities of identical
issuers as are represented by Units issued on the initial Date of Deposit. It
may not be possible to maintain the exact original proportionate relationship
among the Securities deposited on the initial Date of Deposit because of, among
other reasons, purchase requirements, changes in prices, or unavailability of
Securities. The number and identity of Securities in the Trust will be adjusted
to reflect the disposition of Securities and/or the receipt of a stock dividend,
a stock split or other distribution with respect to shares or the reinvestment
of the proceeds distributed to Certificateholders. The portfolio of the Trust
may change slightly based on such disposition and reinvestment. Securities
received in exchange for shares will be similarly treated. Substitute Securities
may be acquired under specified conditions when Securities originally deposited
in the Trust are unavailable (see 'The Trust--Substitution of Securities'
below). Units may be continuously offered to the public by means of this
Prospectus (see 'Public Offering--Distribution of Units') resulting in a
potential increase in the number of Units outstanding. As additional Units are
issued by the Trust as a result of the deposit of Additional Securities, the
aggregate value of the Securities in the Trust will be increased and the
fractional undivided interest in the Trust represented by each Unit will be
decreased.
OBJECTIVES
The objectives of the Trust are to seek to achieve capital appreciation
and, a secondary objective of the Trust, is current income over the three-year
life of the Trust. In addition, it is the Trust's objective to achieve growth
in income with the growth in capital. The Trust seeks to achieve these
objectives by investing primarily in a portfolio of common stocks and
preferred stocks of foreign and domestic issuers, and contracts to purchase such
Securities, selected by the Trust's Portfolio Consultant which the Portfolio
Consultant believes will enable the Trust to achieve these objectives. All of
the Securities in the Trust, except convertible securities and Securities that
are in the form of ADRs, are listed on the New York Stock Exchange, the American
Stock Exchange or the National Association of Securities Dealers Automated
Quotations ('NASDAQ') National Market System and are generally followed by
independent investment research firms. There is no minimum capitalization or
market trading activity requirement for the selection of Securities for the
Trust's portfolio. There can be no assurance that the Trust's investment
objectives can be achieved.
THE SECURITIES
In selecting Securities for the Trust, the Portfolio Consultant normally
will consider the following factors, among others: (1) the Portfolio
Consultant's own evaluations of the private market value of the underlying
assets and business of the issuers of the Securities; (2) the interest or
dividend income generated by the Securities; (3) the potential for capital
appreciation for the Securities; (4) the prices of the Securities relative to
other comparable securities; (5) whether the Securities are entitled to the
benefits of sinking funds or other protective conditions; (6) the management
quality of the issuers of the Securities; and (7) the diversification of the
Trust's portfolio as to issuers product type and geographic focus. The Portfolio
Consultant's investment philosophy hinges on identifying assets that are selling
in the public market at a discount to the private market value, which the
Portfolio Consultant defines as the value informed purchasers are willing to pay
to acquire assets with similar characteristics. The Portfolio Consultant also
evaluates the issuers' free cash flow and long-term earnings trends. Finally,
the Portfolio Consultant looks for a catalyst; something in the company's
industry or indigenous to the company itself that will surface value.
2
<PAGE>
Some of the Securities in the Trust may be in the form of ADRs. ADRs
evidence American Depositary Receipts which, in turn, represent common stock of
non-U.S. issuers deposited with a custodian in a depository. In selecting ADRs
for deposit into the Trust portfolio, in addition to the factors associated with
the selection of Securities of any issuer, the Portfolio Consultant considers
the following factors, among others: (1) the location of the issuer of the
Securities underlying the ADRs; (2) the likelihood of favorable market and
political conditions in the country in which such issuer is located; (3) the
amount of publicly available information available from such issuer; and (4)
historical and recent fluctuations in the exchange rate of the currency of such
issuer relative to the United States dollar.
The Trust will be concentrated in the equity securities of entertainment
and media companies. Entertainment and media companies in which the Trust may
invest are engaged in providing the following products or services: the
creation, packaging, distribution and ownership of entertainment programming
throughout the world including pre-recorded music, feature length motion
pictures, made for T.V. movies, television series, documentaries, animation,
game shows, sports programming and news programs, live events such as
professional sporting events or concerts; theatrical exhibition, television and
radio broadcasting via VHF, UHF, satellite and microwave transmission, cable
television systems and programming, broadcast and cable networks, wireless cable
television and other emerging distribution technologies, home video, interactive
and multimedia programming including home shopping and multiplayer games;
publishing including newspapers, magazines and books, advertising agencies and
niche advertising mediums such as in-store or direct mail, emerging technologies
combining television, telephone and computer systems, computer hardware and
software, and equipment used in the creation and distribution of entertainment
programming such as that required in the provision of broadcast, cable or
telecommunications services. (See 'Risk Considerations--Entertainment and Media
Issuers.')
The Trust may also invest in the equity securities of communications
companies. A communications company is a company which derives at least 50% of
either of its revenues or earnings from communications activities, or which
devotes at least 50% of its assets to such activities, based on the company's
most recent fiscal year for which audited financial information is available.
The communications industry is comprised of a variety of sectors, ranging from
companies concentrating in established technologies to those primarily engaged
in emerging or developing technologies. Examples of communications companies
include, but are not limited to, those engaged in providing the following
products or services: regular telephone service throughout the world; wireless
communications services and equipment, including cellular telephone, microwave
and satellite communications, paging, and other emerging wireless technologies;
equipment and services for both data and voice transmission, including computer
equipment; electronic components and communications equipment; video
conferencing; electronic mail; local and wide area networking, and linkage of
data and word processing systems; publishing and information systems; video text
and teletext; emerging technologies combining television, telephone and computer
systems; broadcasting, including television and radio via VHF, UHF, satellite
and microwave transmission, and cable television. (See 'Risk
Considerations--Communications Issuers.')
Communications is an expanding global industry. The Portfolio Consultant
believes that at the present time a portfolio of the securities of
communications companies located throughout the world presents greater potential
for achieving capital appreciation and earning higher income than a portfolio
comprised solely of U.S. communications issuers. While the Portfolio Consultant
expects that a substantial portion of the Trust portfolio's assets may be
invested in the securities of entertainment and media domestic companies, a
significant portion of the Trust portfolio may also be comprised of the
securities of entertainment and media issuers headquartered outside the United
States.
PORTFOLIO
The Trust consists of the Securities (or contracts to purchase such
Securities together with an irrevocable letter or letters of credit for the
purchase of such contracts) and Additional Securities deposited upon the
creation of additional Units as set forth above and Substitute Securities
acquired by the Trust as long as such Securities may continue to be held from
time to time in the Trust together with uninvested cash realized from the
disposition of Securities. Because certain of the Securities from time to time
may be sold under certain circumstances, as described herein, no assurance can
be given that the Trust will retain for any length of time its present size and
composition. The Trustee has not participated and will not participate in the
selection of
3
<PAGE>
Securities for the Trust, and neither the Sponsor, the Portfolio Consultant nor
the Trustee will be liable in any way for any default, failure or defect in any
Securities.
Some of the Securities are publicly traded either on a stock exchange or in
the over-the-counter market. The contracts to purchase Securities deposited
initially in the Trust are expected to settle in 3 business days, in the
ordinary manner for such Securities. Settlement of the contracts for Securities
is thus expected to take place prior to the settlement of purchase of Units on
the initial Date of Deposit.
SUBSTITUTION OF SECURITIES
Neither the Sponsor, the Portfolio Consultant nor the Trustee shall be
liable in any way for any default, failure or defect in any of the Securities.
In the event of a failure to deliver any Security that has been purchased for
the Trust under a contract ('Failed Securities'), the Sponsor is authorized
under the Trust Agreement to direct the Trustee to acquire other securities
('Substitute Securities') to make up the original corpus of the Trust. In
addition, the Sponsor, at its option, is authorized under the Trust Agreement to
direct the Trustee to reinvest in Substitute Securities the proceeds of the sale
of any of the Securities only if such sale was due to unusual circumstances as
set forth under 'Trust Administration--Portfolio Supervision.'
The Substitute Securities must be purchased within 20 days after the sale
of the portfolio Security or delivery of the notice of the failed contract.
Where the Sponsor purchases Substitute Securities in order to replace Failed
Securities, (i) the purchase price may not exceed the purchase price of the
Failed Securities and (ii) the Substitute Securities must be substantially
similar to the Securities originally contracted for and not delivered. Where the
Sponsor purchases Substitute Securities in order to replace Securities they
sold, the Sponsor will endeavor to select Securities which are equity securities
that possess characteristics that are consistent with the objectives of the
Trust as set forth above. Such selection may include or be limited to Securities
previously included in the portfolio of the Trust.
Whenever a Substitute Security has been acquired for the Trust, the Trustee
shall, within five days thereafter, notify all Certificateholders of the Trust
of the acquisition of the Substitute Security and the Trustee shall, on the next
Monthly Distribution Date which is more than 30 days thereafter, make a pro rata
distribution of the amount, if any, by which the cost to the Trust of the Failed
Security exceeded the cost of the Substitute Security plus accrued interest, if
any.
In the event no reinvestment is made, the proceeds of the sale of
Securities will be distributed to Certificateholders as set forth under 'Rights
of Certificateholders--Distributions.' In addition, if the right of substitution
shall not be utilized to acquire Substitute Securities in the event of a failed
contract, the Sponsor will cause to be refunded the sales charge attributable to
such Failed Securities to all Certificateholders of the Trust, and distribute
the principal and accrued interest attributable to such Failed Securities on the
next Monthly Distribution Date.
Because certain of the Securities from time to time may be substituted (see
'Trust Administration-- Portfolio Supervision') or may be sold under certain
circumstances, no assurance can be given that the Trust will retain its present
size and composition for any length of time. The proceeds from the sale of a
Security or the exercise of any redemption or call provision will be distributed
to Certificateholders except to the extent such proceeds are applied to meet
redemptions of Units. (See 'Liquidity--Trustee Redemption.')
RISK CONSIDERATIONS
FIXED PORTFOLIO
The value of the Units will fluctuate depending on all the factors that
have an impact on the economy and the equity markets. These factors similarly
impact on the ability of an issuer to distribute dividends. The Trust is not a
'managed registered investment company' and Securities will not be sold by the
Trustee as a result of ordinary market fluctuations. Unlike a managed investment
company in which there may be frequent changes in the portfolio of securities
based upon economic, financial and market analyses, securities of a unit
investment trust, such as the Trust, are not subject to such frequent changes
based upon continuous analysis. However, the Sponsor may direct the disposition
by the Trustee of Securities upon the occurrence of certain events. (See 'Trust
Administration--Portfolio Supervision' below.) Potential investors also should
be aware that the Portfolio Consultant may change its views as to the investment
merits of any of the Securities during the life of
4
<PAGE>
the Trust and therefore should consult their own financial advisers with regard
to a purchase of Units. In addition, investors should be aware that the
Portfolio Consultant, and its affiliates, currently act and will continue to act
as investment adviser for managed investment companies and managed private
accounts that may have similar or different investment objectives from the
Trust. Some of the Securities in the Trust may also be owned by these other
clients of the Portfolio Consultant and its affiliates. However, because these
clients have 'managed' portfolios and may have differing investment objectives,
the Portfolio Consultant may sell certain Securities from those accounts in
instances where a sale by the Trust would be impermissible, such as to maximize
return by taking advantage of market fluctuation. Investors should consult with
their own financial advisers prior to investing in the Trust to determine its
suitability. (See 'Trust Administration--Portfolio Supervision.') All the
Securities in the Trust are liquidated during a 60 day period at the termination
of the 3 year life of the Trust. Since the Trust will not sell Securities in
response to ordinary market fluctuation, but only at the Trust's termination,
the amount realized upon the sale of the Securities may not be the highest price
attained by an individual Security during the life of the Trust.
COMMON STOCK
Since the Trust contains common stocks of both foreign and domestic
issuers, an investment in Units of the Trust should be made with an
understanding of the risks inherent in any investment in common stocks including
the risk that the financial condition of the issuers of the Securities may
become impaired or that the general condition of the stock market may worsen
(both of which may contribute directly to a decrease in the value of the
Securities and thus in the value of the Units). Additional risks include risks
associated with the right to receive payments from the issuer which is generally
inferior to the rights of creditors of, or holders of debt obligations or
preferred stock issued by, the issuer. Holders of common stocks 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. By contrast, holders of preferred stocks usually have the right to receive
dividends at a fixed rate when and as declared by the issuer's board of
directors, normally on a cumulative basis. Dividends on cumulative preferred
stock must be paid before any dividends are paid on common stock and any
cumulative preferred stock dividend which has been omitted is added to future
dividends payable to the holders of such cumulative preferred stock. Preferred
stocks are also usually entitled to rights on liquidation which are senior to
those of common stocks. For these reasons, preferred stocks generally entail
less risk than common stocks.
Moreover, common stocks do not represent an obligation of the issuer and
therefore do not offer any assurance of income or provide the degree of
protection of debt securities. The issuance of debt securities or even preferred
stock by an issuer will create prior claims for payment of principal, interest
and dividends which could adversely affect the ability and inclination of the
issuer to declare or pay dividends on its common stock or the economic interest
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), common stocks have neither fixed principal amount
nor a maturity and have values which are subject to market fluctuations for as
long as the common stocks remain outstanding. Common stocks are especially
susceptible to general stock market movements and to volatile increases and
decreases in value as market confidence in and perceptions of the issuers
change. These perceptions are based on unpredictable factors including
expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. The value of the common stocks
in the Trust thus may be expected to fluctuate over the life of the Trust to
values higher or lower than those prevailing on the initial Date of Deposit.
(See 'Risk Considerations--Entertainment and Media Issuers' for a discussion of
the types of risks that affect holders of common stock of issuers in the
entertainment and media industries.)
The Trust may purchase Securities that are not registered ('Restricted
Securities') under the Securities Act of 1933 (the 'Securities Act'), but can be
offered and sold to 'qualified institutional buyers' as that term is defined in
the Securities Act. See 'Liquidity' below for the risks inherent in the purchase
of Restricted Securities.
5
<PAGE>
ADRS AND FOREIGN INVESTMENTS
An investment in Units of the Trust should be made with an understanding of
the risks inherent in an investment in foreign equity securities in the form of
American Depositary Receipts, including risks associated with government,
economic, monetary and fiscal policies, inflation and interest rates, economic
expansion or contraction, and global or regional political, economic or banking
crises. ADRs evidence American Depositary Receipts which, in turn, represent
common stock of non-U.S. issuers deposited with a custodian in a depository.
The characteristics and rights and privileges of equity securities vary
from country to country, and governments may impose restrictions on foreign
ownership of certain classes of equity securities unless a non-national
purchaser acquires a license or unless the particular issuer receives permission
for ownership by non-nationals. The Trust has not obtained any of these licenses
nor does the Sponsor anticipate the need to obtain them. In general, foreign
ownership restrictions are more likely to be imposed on voting shares than
non-voting shares. Equity securities, in general trade on the market at a
multiple of their issuers' earnings, which multiple varies from country to
country, industry to industry and company to company and may fluctuate over time
based on general perceptions of the marketplace whether or not related to
specific actions or performance results of a particular issuer. This multiple
for any particular issuer may not be uniform for all classes of the issuer's
equity securities. General perceptions of the marketplace are based on
unpredictable factors including expectations regarding government economic,
monetary and fiscal policies, inflation and interest rates, economic expansion
or contraction, the balance of payments (both on capital and current account)
and global or regional political, economic or banking crises. Moreover, because
the market for restricted stocks traded by non-nationals generally has less
volume than the market for unrestricted stocks, the market for these
unrestricted stocks may be more volatile and less liquid than the market for
shares that may be owned only by nationals of the particular country. Investors
should carefully review the objectives of the Trust and consider their ability
to assume the risks involved before making an investment in the Trust.
The Trust may purchase ADRs that are Restricted Securities and, therefore,
can be offered and sold only to 'qualified institutional buyers' as defined in
the Securities Act. See 'Liquidity' below for the risks inherent in the purchase
of Restricted Securities.
In addition, for the foreign issuers that are not subject to the reporting
requirements of the Securities Exchange Act of 1934, there may be less publicly
available information than is available from a domestic issuer. Also, foreign
issuers are not necessarily subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to domestic issuers. However, the Sponsor anticipates that adequate
information will be available to allow the Sponsor and Portfolio Consultant to
supervise and/or monitor the Trust portfolio.
The ADRs in the Portfolio have been issued by non-U.S. issuers whose
earnings are stated in foreign currencies. Further, ADRs in the Trust portfolio
may pay dividends in foreign currencies, and the securities underlying the ADRs
are principally traded in foreign currencies. Most foreign currencies have
fluctuated widely in value against the United States dollar for many reasons,
including supply and demand of the respective currency, the soundness of the
world economy and the strength of the respective economy as compared to the
economies of the United States and other countries. Therefore, for those
Securities of issuers whose earnings are stated in foreign currencies, or which
pay dividends in foreign currencies, or which are traded in foreign currencies,
there is a likelihood that their United States dollar value will vary to some
degree with fluctuations in the United States dollar foreign exchange rates for
the relevant currencies. Moreover, ADR currency fluctuations will affect the U.
S. dollar equivalent of the local currency price of the underlying domestic
share and, as a result, are likely to affect the value of the ADRs and
consequently the value of the Securities. In addition, the rights of holders of
ADRs may be different than those of holders of the underlying shares, and the
market for ADRs may be less liquid than that for the underlying shares.
The following table sets forth end-of-month United States dollar exchange
rates for the currencies of the securities underlying the ADRs that may be
included in the portfolio for the past three years. Fluctuation of the rates
that have occurred in the past are not necessarily indicative of fluctuations
that may occur over the term of the Trust. This table shows the units of foreign
currency received for a U.S. dollar.
6
<PAGE>
<TABLE>
<CAPTION>
UNITED
CANADA CHILEAN HONG KONG MEXICAN NEW ZEALAND SPAIN KINGDOM
DOLLAR PESO DOLLAR PESO* DOLLAR PESETA POUND
<S> <C> <C> <C> <C> <C> <C> <C>
Dec. 1994 1.4027 401.1231 7.7399 4.9261 1.562 131.63 .639
Nov. 1994 1.3753 402.5764 7.7339 3.4376 1.593 131.06 .638
Oct. 1994 1.3526 411.0152 7.7279 3.4364 1.624 125.45 .613
Sept. 1994 1.3413 412.3711 7.7279 3.4013 1.660 128.58 .634
Aug. 1994 1.3715 419.1114 7.7339 3.3955 1.661 130.73 .650
July 1994 1.3821 424.0882 7.7279 3.4013 1.662 130.53 .650
June 1994 1.3815 418.0602 7.7339 3.3875 1.679 131.61 .647
May 1994 1.3865 421.7629 7.7279 3.3233 1.682 135.57 .661
Apr. 1994 1.3814 426.2574 7.7279 3.2701 1.734 135.00 .659
Mar. 1994 1.3825 426.6211 7.7279 3.3579 1.779 136.12 .673
Feb. 1994 1.3522 429.1845 7.7279 3.1959 1.737 139.12 .672
Jan. 1994 1.3264 431.5925 7.7279 3.1055 1.760 140.78 .667
Dec. 1993 1.3240 434.5725 7.7275 3.1060 1.797 142.92 .670
Nov. 1993 1.3368 414.6698 7.7123 3.0986 1.825 140.78 .675
Oct. 1993 1.3212 411.7272 7.7228 3.1257 1.809 134.37 .665
Sept. 1993 1.3357 414.3334 7.7342 3.1212 1.813 131.96 .655
Aug. 1993 1.3216 414.5161 7.7480 3.1130 1.809 134.85 .670
July 1993 1.2843 409.4836 7.7557 3.1208 1.821 1.95 .668
June 1993 1.2824 400.9826 7.7436 3.1170 1.853 130.19 .663
May 1993 1.2717 405.3064 7.7247 3.1205 1.841 125.85 .646
Apr. 1993 1.2713 406.0867 7.7372 3.1181 1.855 116.18 .647
Mar. 1993 1.2573 375.8884 7.7305 3.0931 1.885 115.15 .684
Feb. 1993 1.2497 396.9904 7.7327 3.0992 1.937 117.91 .694
Jan. 1993 1.2779 259.800 7.7376 3.1135 1.950 114.62 .652
Dec. 1992 1.2725 262.100 7.7416 3200.0000 1.932 112.95 .644
Nov. 1992 1.2674 262.300 7.7348 3210.0000 1.923 113.83 .654
Oct. 1992 1.2453 266.200 7.7298 3200.0000 1.853 105.74 .604
Sept. 1992 1.2225 266.300 7.7298 3210.0000 1.848 98.19 .541
Aug. 1992 1.1907 259.940 7.7318 3250.0000 1.849 93.05 .514
July 1992 1.1924 273.600 7.7341 3210.0000 1.831 94.88 .521
June 1992 1.1960 278.300 7.7343 3200.0000 1.844 99.02 .539
May 1992 1.1991 284.300 7.7421 3210.0000 1.868 101.47 .552
Apr. 1992 1.1874 283.700 7.7404 3200.0000 1.847 103.90 .569
Mar. 1992 1.1928 350.600 7.7463 3060.7130 1.825 104.88 .580
Feb. 1992 1.1825 343.840 7.7582 3060.5000 1.845 101.73 .562
Jan. 1992 1.1571 357.569 7.7612 3066.4990 1.845 100.05 .552
</TABLE>
------------------
* As of January 1, 1993 the Mexican Peso became the 'new peso' or 'nuevo peso.'
One new peso equals 1,000 old pesos. The value of the currency did not change;
the conversion was designed to simplify monetary transactions.
ADRs may be sponsored or unsponsored. In an unsponsored facility, the
depositary initiates and arranges the facility at the request of market makers
and acts as agent for the ADR holder, while the company itself is not involved
in the transaction. In a sponsored facility, the issuing company initiates the
facility and agrees to pay certain administrative and shareholder-related
expenses. Sponsored facilities use a single depositary and entail a contractual
relationship among the issuer, the shareholder and the depositary; unsponsored
facilities involve several depositaries with no contractual relationship to the
company. ADRs designed for use in United States securities markets may be
registered securities pursuant to the Securities Act of 1933 and/or subject to
the reporting requirements of the Securities Exchange Act of 1934.
ENTERTAINMENT AND MEDIA RISKS
The risks of investing in the entertainment and media industry are largely
the same as investing in the communications industry (see below), except that
such industries are subject to less federal and state regulation. Additional
risks particular to the entertainment and media industry involve a greater price
volatility for the overall market, rapid obsolescence of entertainment products
and services resulting from changing consumer tastes, intense competition and
strong market reactions to technological developments throughout the industry.
7
<PAGE>
Various types of ownership restrictions are imposed by the Federal
Communications Commission ('FCC') on investments both in mass media companies,
such as broadcasters and cable operators, as well as in common carrier
companies, such as the providers of local telephone service and cellular radio.
For example, the FCC's broadcast multiple ownership rules, which apply to
the radio and television industries, provide that investment advisers are deemed
to have an 'attributable' interest whenever the adviser has the right to
determine how more than five percent of the issued and outstanding voting stock
of a broadcast company may be voted. These same broadcast rules prohibit the
holding of an attributable interest in more than twenty AM and twenty FM radio
broadcast stations nationally or more than twelve television stations
nationally. Similar types of restrictions apply in the mass media and common
carrier industries.
COMMUNICATIONS ISSUERS
The Trust may also invest its assets in the communications industry and, as
a result, the value of the Units of the Trust may be susceptible to factors
affecting the communications industry. The communications industry is subject to
governmental regulation and the products and services of communications
companies may be subject to rapid obsolescence. These factors could affect the
value of the Trust's Units. Telephone companies in the United States, for
example, are subject to both state and federal regulations affecting permitted
rates of returns and the kinds of services that may be offered. In addition,
federal communications laws regarding the cable television industry have
recently been amended to eliminate government regulation of cable television
rates where competition is present and allow rates to be dictated by market
conditions. In the absence of competition, however, rates shall be regulated by
federal and state governments to protect the interest of subscribers. Certain
types of companies represented in the Trust portfolio are engaged in fierce
competition for a share of the market of their products. As a result,
competitive pressures are intense and the stocks are subject to rapid price
volatility. While the Trust portfolio will concentrate on the securities of
established suppliers of traditional communication products and services, the
Trust may invest in smaller communications companies which may benefit from the
development of new products and services. These smaller companies may present
greater opportunities for capital appreciation, and may also involve greater
risk than large, established issuers. Such smaller companies may have limited
product lines, market or financial resources, and their securities may trade
less frequently and in limited volume than the securities of larger, more
established companies. As a result, the prices of the securities of such smaller
companies may fluctuate to a greater degree than the prices of securities of
other issuers.
LIQUIDITY
Some of the Securities in the Trust portfolio have been purchased in ADR
form in United States dollars. However, ADRs are not necessarily listed on a
national securities exchange. Even when ADRs or other Securities are listed, the
principal trading market for such Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for Securities in
the Trust portfolio, may depend on whether dealers will make a market in these
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. In addition, the Trust may be
restricted under the Investment Company Act of 1940 from selling Securities to
the Sponsor. The price at which the Securities may be sold to meet redemptions
and the value of the Units will be adversely affected if trading markets for the
Securities are limited or absent.
The Trust may purchase securities that are not registered ('Restricted
Securities') under the Securities Act, but can be offered and sold to 'qualified
institutional buyers' under Rule 144A under the Securities Act. Since it is not
possible to predict with assurance exactly how this market for Restricted
Securities sold and offered under Rule 144A will develop, the Sponsor will
carefully monitor the Trust's investments in these securities, focusing on such
factors, among others, as valuation, liquidity and availability of information.
This investment could have the effect of increasing the level of illiquidity in
the Trust to the extent that qualified institutional buyers become for a time
uninterested in purchasing these Restricted Securities. See 'Summary of
Essential Information' for the percentage of Restricted Securities held in the
Trust portfolio.
8
<PAGE>
LEGAL PROCEEDINGS AND LITIGATION
At any time after the initial Date of Deposit, legal proceedings may be
initiated on various grounds, or legislation may be enacted, with respect to the
Securities in the Trust or to matters involving the business of the issuer of
the Securities. There can be no assurance that future legal proceedings or
legislation will not have a material adverse impact on the Trust or will not
impair the ability of the issuers of the Securities to achieve their business
and investment goals.
There is no assurance that any dividends will be declared or paid in the
future on the Securities. Investors should be aware that there is no assurance
that the Trust's objectives will be achieved.
PUBLIC OFFERING
OFFERING PRICE
The Public Offering Price per 100 Units of the Trust is equal to the
aggregate value of the underlying Securities (the price at which they could be
directly purchased by the public assuming they were available) in the Trust
divided by the number of Units outstanding times l00 plus a sales charge of 3.9%
of the Public Offering Price per 100 Units or 4.058% of the net amount invested
in Securities per 100 Units including, during the initial public offering
period. In addition, the net amount invested in Securities will involve a
proportionate share of amounts in the Income Account and Principal Account, if
any. The Public Offering Price can vary on a daily basis from the amount stated
on the cover of this Prospectus in accordance with fluctuations in the market
value of the Securities and the price to be paid by each investor will be
computed as of the date the Units are purchased.
The aggregate value of the Securities is determined in good faith by the
Trustee on each 'Business Day' as defined in the Indenture in the following
manner: if the Securities are listed on a national securities exchange or on the
NASDAQ National Market System, this evaluation is generally based on the closing
sale prices on that exchange as of the Evaluation Time (unless the Trustee deems
these prices inappropriate as a basis for valuation). If the Securities are not
so listed or, if so listed and the principal market therefor is other than on
the exchange, the evaluation generally shall be based on the closing purchase
price in the over-the-counter market (unless the Trustee deems these prices
inappropriate as a basis for evaluation) or if there is no such closing purchase
price, then the Trustee may utilize, at the Trust's expense, an independent
evaluation service or services to ascertain the values of the Securities. The
independent evaluation service shall use any of the following methods, or a
combination thereof, which it deems appropriate: (a) on the basis of current bid
prices for comparable securities, (b) by appraising the value of the Securities
on the bid side of the market or by such other appraisal deemed appropriate by
the Trustee or (c) by any combination of the above, each as of the Evaluation
Time.
VOLUME AND OTHER DISCOUNTS
Units of the Trust are available at a volume discount from the Public
Offering Price during the initial public offering. This volume discount will
result in a reduction of the sales charge applicable to such purchases. The
amount of the volume discount and the approximate reduced sales charge on the
Public Offering Price applicable to such purchases are as follows:
<TABLE>
<CAPTION>
NUMBER OF UNITS APPROXIMATE REDUCED SALES CHARGE
----------------------------------------------------- --------------------------------
<S> <C>
10,000 but less than 25,000 3.7%
25,000 but less than 50,000 3.5%
50,000 but less than 75,000 3.2%
75,000 but less than 100,000 3.0%
100,000 or more 2.5%
</TABLE>
These discounts will apply to all purchases of Units by the same purchaser
during the initial public offering period. Units purchased by the same
purchasers in separate transactions during the initial public offering period
will be aggregated for purposes of determining if such purchaser is entitled to
a discount provided that such purchaser must own at least the required number of
Units at the time such determination is made. Units held in
9
<PAGE>
the name of the spouse of the purchaser or in the name of a child of the
purchaser under 21 years of age are deemed for the purposes hereof to be
registered in the name of the purchaser. The discount is also applicable to a
trustee or other fiduciary purchasing securities for a single trust estate or
single fiduciary account.
Employees (and their immediate families) of Reich & Tang Distributors L.P.,
the Portfolio Consultant, and of any underwriter of the Trust may, pursuant to
employee benefit arrangements, purchase Units of the Trust at a price equal to
the then market value of the underlying securities in the Trust during the
initial offering period, divided by the number of Units outstanding plus a
reduced sales charge of up to a maximum of 1.75% per Unit. Such arrangements
result in less selling effort and selling expenses than sales to employee groups
of other companies. Resales or transfers of Units purchased under the employee
benefit arrangements may only be made through the Sponsor's secondary market, so
long as it is being maintained.
DISTRIBUTION OF UNITS
During the initial offering period and thereafter to the extent additional
Units continue to be offered by means of this Prospectus, Units will be
distributed by the Sponsor, the Underwriters and dealers at the Public Offering
Price. (See 'Underwriting Syndicate' in Part A.) The initial offering period is
thirty days after each deposit of Securities in the Trust and, unless all Units
are sold prior thereto, the Sponsor may extend the initial offering period for
successive thirty day periods. Certain banks and thrifts will make Units of the
Trust available to their customers on an agency basis. A portion of the sales
charge paid by their customers is retained by or remitted to the banks. Under
the Glass-Steagall Act, banks are prohibited from underwriting Units; however,
the Glass-Steagall Act does permit certain agency transactions and the banking
regulators have indicated that these particular agency transactions are
permitted under such Act. In addition, state securities laws on this issue may
differ from the interpretations of federal law expressed herein and banks and
financial institutions may be required to register as dealers pursuant to state
law.
The Sponsor intends to qualify the Units for sale in substantially all
States through the Underwriters and through dealers who are members of the
National Association of Securities Dealers, Inc. Units may be sold to dealers at
prices which represent a concession of up to 2% per Unit, subject to the
Sponsor's right to change the dealers' concession from time to time. In
addition, for transactions of 100,000 Units or more, the Sponsor intends to
negotiate the applicable sales charge and such charge will be disclosed to any
such purchaser. Such Units may then be distributed to the public by the dealers
at the Public Offering Price then in effect. Units may be purchased by the
Portfolio Consultant at net asset value. The Sponsor reserves the right to
reject, in whole or in part, any order for the purchase of Units. In addition,
any dealer, underwriter or firm who purchases Units on the initial Date of
Deposit will be paid an additional concession of $1.00 per 100 Units purchased
that day. The Sponsor reserves the right to reject, in whole or in part, any
order for the purchase of Units. The Sponsor reserves the right to change the
discounts from time to time.
FREQUENT BUYER PROGRAM
Any dealer, underwriter, or firm whose total combined purchases of the
Trust and other unit investment trusts sponsored by Reich & Tang Distributors,
Inc. ('MST/EST Units') from Reich & Tang Distributors, Inc. in a single calendar
month fall in any of the levels listed below, will be paid an additional
concession.
<TABLE>
<CAPTION>
AGGREGATE MONTHLY ADDITIONAL
AMOUNT OF MST/EST CONCESSION
UNITS SOLD AT (PER $1,000.00)
PUBLIC OFFERING PRICE SOLD
-------------------------------------------------------------------------- ---------------
<S> <C>
$1,000,000 but less than $2,000,000....................................... $0.50
$2,000,000 but less than $4,500,000....................................... $1.00
$4,500,000 but less than $7,000,000....................................... $1.50
$7,000,000 or more........................................................ $2.00
</TABLE>
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SPONSOR'S AND UNDERWRITERS' PROFITS
The Sponsor and the Underwriters will receive a combined gross underwriting
commission equal to up to 3.9% of the Public Offering Price per 100 Units
(equivalent to 4.058% of the net amount invested in the Securities).
Additionally, the Sponsor may realize a profit on the deposit of the Securities
in the Trust representing the difference between the cost of the Securities to
the Sponsor and the cost of the Securities to the Trust (See 'Portfolio.') The
Sponsor or any Underwriter may realize profits or sustain losses with respect to
Securities deposited in the Trust which were acquired from underwriting
syndicates of which they were a member.
The Sponsor may have participated as an underwriter or manager, co-manager
or member of underwriting syndicates from which some of the aggregate principal
amount of the Securities were acquired for the Trust in the amounts set forth in
'The Trust' in Part A. All or a portion of the Securities deposited in the Trust
may have been acquired through the Sponsor.
During the initial offering period and thereafter to the extent additional
Units continue to be offered by means of this Prospectus, the underwriting
syndicate may also realize profits or sustain losses as a result of fluctuations
after the initial Date of Deposit in the aggregate value of the Securities and
hence in the Public Offering Price received by the Sponsor and the Underwriters
for the Units. Cash, if any, made available to the Sponsor prior to settlement
date for the purchase of Units may be used in the Sponsor's business subject to
the limitations of 17 CFR 240.15c3-3 under the Securities Exchange Act of 1934
and may be of benefit to the Sponsor.
Upon termination of the Trust, the Trustee may utilize the services of the
Sponsor for the sale of all or a portion of the Securities in the Trust. The
Sponsor will receive brokerage commissions from the Trust in connection with
such sales in accordance with applicable law.
In maintaining a market for the Units (see 'Sponsor Repurchase') the
Sponsor will realize profits or sustain losses in the amount of any difference
between the price at which they buy Units and the price at which they resell
such Units.
RIGHTS OF CERTIFICATEHOLDERS
CERTIFICATES
Ownership of Units of the Trust is evidenced by registered Certificates
executed by the Trustee and the Sponsor. Certificates may be issued in
denominations of one hundred or more Units. Certificates are transferable by
presentation and surrender to the Trustee properly endorsed and/or accompanied
by a written instrument or instruments of transfer. Although no such charge is
presently made or contemplated, the Trustee may require a Certificateholder to
pay $2.00 for each Certificate reissued or transferred and any governmental
charge that may be imposed in connection with each such transfer or interchange.
Mutilated, destroyed, stolen or lost Certificates will be replaced upon delivery
of satisfactory indemnity and payment of expenses incurred.
DISTRIBUTIONS
Dividends and interest received by the Trust are credited by the Trustee to
an Income Account for the Trust. Other receipts, including the proceeds of
Securities disposed of, are credited to a Principal Account for the Trust.
Distributions to each Certificateholder from the Income Account are
computed as of the close of business on each Record Date for the following
Payment Date and consist of an amount substantially equal to such
Certificateholder's pro rata share of the income credited to the Income Account,
less expenses. Distributions from the Principal Account of the Trust (other than
amounts representing failed contracts, as previously discussed) will be computed
as of each Record Date, and will be made to the Certificateholders of the Trust
on or shortly after the next Monthly Distribution Date. Proceeds representing
principal received from the disposition of any of the Securities between a
Record Date and a Distribution Date which are not used for redemptions of Units
will be held in the Principal Account and not distributed until the second
succeeding Monthly Distribution Date. No distributions will be made to
Certificateholders electing to participate in the Total Reinvestment Plan.
Persons
11
<PAGE>
who purchase Units between a Record Date and a Distribution Date will receive
their first distribution on the second Monthly Distribution Date after such
purchase.
As of the first day of each month, the Trustee will deduct from the Income
Account of the Trust, and, to the extent funds are not sufficient therein, from
the Principal Account of the Trust, amounts necessary to pay the expenses of the
Trust (as determined on the basis set forth under 'Trust Expenses and Charges').
The Trustee also may withdraw from said accounts such amounts, if any, as it
deems necessary to establish a reserve for any applicable taxes or other
governmental charges that may be payable out of the 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 Principal
Accounts such amounts as may be necessary to cover redemptions of Units by the
Trustee.
The monthly dividend distribution per 100 Units cannot be estimated and
will change and may be reduced as Securities are redeemed, exchanged or sold, or
as expenses of the Trust fluctuate. No distribution need be made from the
Principal Account until the balance therein is an amount sufficient to
distribute $1.00 per 100 Units.
RECORDS
The Trustee shall furnish Certificateholders in connection with each
distribution a statement of the amount of dividends and interest, if any, and
the amount of other receipts, if any, which are being distributed, expressed in
each case as a dollar amount per 100 Units. Within a reasonable time after the
end of each calendar year the Trustee will furnish to each person who at any
time during the calendar year was a Certificateholder of record, a statement
showing (a) as to the Income Account: dividends, interest and other cash amounts
received, amounts paid for purchases of Substitute Securities and redemptions of
Units, if any, deductions for applicable taxes and fees and expenses of the
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 of each 100 Units outstanding on the last business day of such
calendar year; (b) as to the Principal Account: the dates of disposition of any
Securities and the net proceeds received therefrom, deductions for payments of
applicable taxes and fees and expenses of the Trust, amounts paid for purchases
of Substitute Securities and redemptions of Units, if any, 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 of each 100
Units outstanding on the last business day of such calendar year; (c) a list of
the Securities held, a list of Securities purchased, sold or otherwise disposed
of during the calendar year and the number of Units outstanding on the last
business day of such calendar year; (d) the Redemption Price per 100 Units based
upon the last computation thereof made during such calendar year; and (e)
amounts actually distributed to Certificateholders during such calendar year
from the Income and Principal Accounts, separately stated, of the Trust,
expressed both as total dollar amounts and as dollar amounts representing the
pro rata share of each 100 Units outstanding on the last business day of such
calendar year.
The Trustee shall keep available for inspection by Certificateholders at
all reasonable times during usual business hours, books of record and account of
its transactions as Trustee, including records of the names and addresses of
Certificateholders, Certificates issued or held, a current list of Securities in
the portfolio and a copy of the Trust Agreement.
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<PAGE>
TAX STATUS
The following is a general discussion of certain of the Federal income tax
consequences of the purchase, ownership and disposition of the Units. 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'). Certificateholders
should consult their tax advisers in determining the Federal, state, local and
any other tax consequences of the purchase, ownership and disposition of Units.
In rendering the opinion set forth below, Battle Fowler LLP has examined
the Agreement, the final form of Prospectus dated the date hereof (the
'Prospectus') and the documents referred to therein, among others, and has
relied on the validity of said documents and the accuracy and completeness of
the facts set forth therein. In the Opinion of Battle Fowler LLP, special
counsel for the Sponsor, under existing law:
1. The Trust will be classified as a grantor trust for Federal income
tax purposes and not as a partnership or association taxable as a
corporation. Classification of the Trust as a grantor trust will cause the
Trust not to be subject to Federal Income tax, and will cause the
Certificateholders of the Trust to be treated for Federal income tax
purposes as the owners of a pro rata portion of the assets of the Trust.
All income received by the Trust will be treated as income of the
Certificateholders in the manner set forth below.
2. The Trust is not subject to the New York Franchise Tax on Business
Corporations or the New York City General Corporation Tax. For a
Certificateholder who is a New York resident, however, a pro rata portion
of all or part of the income of the Trust will be treated as the income of
the Certificateholder under the income tax laws of the State and City of
New York. Similar treatment may apply in other states.
3. During the 90-day period subsequent to the initial issuance date,
the Sponsor reserves the right to deposit Additional Securities that are
substantially similar to those establishing the Trust. This retained right
falls within the guidelines promulgated by the Internal Revenue Service
('IRS') and should not affect the taxable status of the Trust.
A taxable event will generally occur with respect to each Certificateholder
when the Trust disposes of a Security (whether by sale, exchange or redemption)
or upon the sale, exchange or redemption of Units by such Certificateholder. The
price a Certificateholder pays for his Units, including sales charges, is
allocated among his pro rata portion of each Security held by the Trust (in
proportion to the fair market values thereof on the date the Certificateholder
purchases his Units) in order to determine his initial cost for his pro rata
portion of each Security held by the Trust.
For Federal income tax purposes, a Certificateholder's pro rata portion of
dividends paid with respect to a Security held by a Trust is taxable as ordinary
income to the extent of such corporation's current and accumulated 'earnings and
profits' as defined by Section 316 of the Code. A Certificateholder's pro rata
portion of dividends paid on such Security that exceed such current and
accumulated earnings and profits will first reduce a Certificateholder's tax
basis in such Security, and to the extent that such dividends exceed a
Certificateholder's tax basis in such Security will generally be treated as
capital gain. In instances where a Certificateholder acquires his Units shortly
before the Fund declares a dividend, such Certificateholder may realize taxable
income upon the receipt of the dividend, even though the payment is, in effect,
a return of capital.
A Certificateholder's portion of gain, if any, upon the sale, exchange or
redemption of Units on the disposition of Securities held by the Trust will
generally be considered a capital gain and will be long-term if the
Certificateholder has held his Units for more than one year. Long-term capital
gains are generally taxed at the same rates applicable to ordinary income,
although individuals who realize long-term capital gains will be subject to a
maximum tax rate of 28% on such gains, rather than the 'regular' maximum tax
rate of 39.6%. Tax rates may increase prior to the time when Certificateholders
may realize gains from the sale, exchange or redemption of the Units or
Securities.
A Certificateholder's portion of loss, if any, upon the sale or redemption
of Units or the disposition of Securities held by the Trust will generally be
considered a capital loss and will be long-term if the Certificateholder has
held his Units for more than one year. Capital losses are deductible to the
extent of capital gains; in addition, up to $3,000 of capital losses recognized
by non-corporate Certificateholders may be deducted against ordinary income.
13
<PAGE>
Under Section 67 of the Code and the accompanying Regulations, a
Certificateholder who itemizes his deductions may also deduct his pro rata share
of the fees and expenses of the Trust, but only to the extent that such amounts,
together with the Certificateholder's other miscellaneous deductions, exceed 2%
of his adjusted gross income. The deduction of fees and expenses may also be
limited by Section 68 of the Code, which reduces the amount of itemized
deductions that are allowed for individuals with incomes in excess of certain
thresholds.
After the end of each calendar year, the Trustee will furnish to each
Certificateholder an annual statement containing information relating to the
dividends received by the Trust on the Securities, the gross proceeds received
by the Trust from the disposition of any Security, and the fees and expenses
paid by the Trust. The Trustee will also furnish annual information returns to
each Certificateholder and to the Internal Revenue Service.
A corporation that owns Units will generally be entitled to a 70% dividends
received deduction with respect to such Certificateholder's pro rata portion of
dividends that are taxable as ordinary income to Certificateholders which are
received by the Trust from a domestic corporation under section 243 of the Code
or from a qualifying foreign corporation under section 245 of the Code (to the
extent the dividends are taxable as ordinary income, as discussed above) in the
same manner as if such corporation directly owned the Securities paying such
dividends. However, a corporation owning Units should be aware that Section 246
and 246A of the Code impose additional limitations on the eligibility of
dividends for the 70% dividends received deduction. These limitations include a
requirement that stock (and therefore Units) must generally be held at least 46
days (as determined under Section 246(c) of the Code). Moreover, the allowable
percentage of the deduction will be reduced from 70% if a corporate
Certificateholder owns certain stock (or Units) the financing of which is
directly attributable to indebtedness incurred by such corporation. Accordingly,
corporate Certificateholders should consult their tax adviser in this regard.
As discussed in the section 'Termination,' each Certificateholder will have
three options in receiving their termination distributions, which are (i) to
receive their pro rata share of the underlying Securities in kind, (ii) to
receive cash upon liquidation of their pro rata share of the underlying
Securities, or (iii) to invest the amount of cash they would receive upon the
liquidation of their pro rata share of the underlying Securities in units of a
future series of the Trust (if one is offered).
There are special tax consequences should a Certificateholder choose option
(i), the exchange of the Certificateholder's pro rata portion of each of the
share of stock and other assets held by the Trust for shares of stock plus cash.
Treasury Regulations provide that gain or loss is recognized when there is a
conversion of property into property that is materially different in kind or
extent. In this instance, the Certificateholder may be considered the owner of
an undivided interest in all of the Trusts's assets. By accepting the
proportionate number of Fund Shares of the Trust, in partial exchange for his
Unit, the Certificateholder should be treated as merely exchanging his undivided
pro rata ownership of Fund Shares held by the Trust into sole ownership of a
proportionate share of Fund Shares. As such, there should be no material
difference in the Certificateholder's ownership, and therefore the transaction
should be tax free to the extent the Fund Shares are received. Alternatively,
the transaction may be treated as an exchange that would qualify for
nonrecognition treatment to the extent the Certificateholder is exchanging his
undivided interest in all of the Trust's Securities for his proportionate number
of shares of the underlying Securities. In either instance, the transaction
should result in a non-taxable event for the Certificateholder to the extent
Securities are received. However, there is no specific authority addressing the
income tax consequences of an in-kind distribution from a grantor trust, and
investors are urged to consult their tax advisers in this regard.
Entities that generally qualify for an exemption from Federal income tax,
such as many pension trusts, are nevertheless taxed under Section 511 of the
Code on 'unrelated business taxable income.' Unrelated business taxable income
is income from a trade or business regularly carried on by the tax-exempt entity
that is unrelated to the entity's exempt purpose. Unrelated business taxable
income generally does not include dividend or interest income or gain from the
sale of investment property, unless such income is derived from property that is
debt-financed or is dealer property. A tax-exempt entity's dividend income from
the Trust and gain from the sale of Units in the Trust or the Trust's sale of
Securities is not expected to constitute unrelated business taxable income to
such tax-exempt entity unless the acquisition of the Unit itself is
debt-financed or constitutes dealer property in the hands of the tax-exempt
entity.
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<PAGE>
Before investing in the Trust, the trustee or investment manager of an
employee benefit plan (e.g., a pension or profit sharing retirement plan) should
consider among other things (a) whether the investment is prudent under the
Employee Retirement Income Security Act of 1974 ('ERISA'), taking into account
the needs of the plan and all of the facts and circumstances of the investment
in the Trust; (b) whether the investment satisfies the diversification
requirement of Section 404(a)(1)(C) of ERISA; and (c) whether the assets of the
Trust are deemed 'plan assets' under ERISA and the Department of Labor
regulations regarding the definition of 'plan assets.'
Prospective tax-exempt investors are urged to consult their own tax
advisers prior to investing in the Trust.
LIQUIDITY
SPONSOR REPURCHASE
The Sponsor, although not obligated to do so, intend to maintain a
secondary market for the Units and continuously to offer to repurchase the Units
(notwithstanding the foregoing, the Sponsor undertakes to maintain the secondary
market during the initial public offering period). The Sponsor's secondary
market repurchase price will be based on the aggregate value of the Securities
in the Trust portfolio and will be the same as the redemption price. The
aggregate value of the Securities will be determined by the Trustee on a daily
basis and computed on the basis set forth under 'Trustee Redemption.' The
Sponsor does not guarantee the enforceability, marketability or price of any
Securities in the Portfolio or of the Units. Certificateholders who wish to
dispose of their Units should inquire of the Sponsor as to current market prices
prior to making a tender for redemption. The Sponsor may discontinue repurchase
of Units if the supply of Units exceeds demand, or for other business reasons.
The date of repurchase is deemed to be the date on which Certificates
representing Units are physically received in proper form, i.e., properly
endorsed, by Reich & Tang Distributors L.P., 600 Fifth Avenue, New York, New
York 10020. Units received after 4 P.M., New York Time, will be deemed to have
been repurchased on the next business day. In the event a market is not
maintained for the Units, a Certificateholder may be able to dispose of Units
only by tendering them to the Trustee for redemption.
Units purchased by the Sponsor in the secondary market may be reoffered for
sale by the Sponsor at a price based on the aggregate value of the Securities in
the Trust plus a 3.9% sales charge (of 4.058% of the net amount invested) plus a
pro rata portion of amounts, if any, in the Income Account. Any Units that are
purchased by the Sponsor in the secondary market also may be redeemed by the
Sponsor if it determines such redemption to be in its best interest.
The Sponsor may, under certain circumstances, as a service to
Certificateholders, elect to purchase any Units tendered to the Trustee for
redemption (see 'Trustee Redemption'). Factors which the Sponsor will consider
in making a determination will include the number of Units of all Trusts which
it has in inventory, its estimate of the salability and the time required to
sell such Units and general market conditions. For example, if in order to meet
redemptions of Units the Trustee must dispose of Securities, and if such
disposition cannot be made by the redemption date (seven calendar days after
tender), the Sponsor may elect to purchase such Units. Such purchase shall be
made by payment to the Certificateholder not later than the close of business on
the redemption date of an amount equal to the Redemption Price on the date of
tender.
TRUSTEE REDEMPTION
Units may also be tendered to the Trustee for redemption at its corporate
trust office at 770 Broadway, New York, New York 10003, upon proper delivery of
Certificates representing such Units and payment of any relevant tax. At the
present time there are no specific taxes related to the redemption of Units. No
redemption fee will be charged by the Sponsor or the Trustee. Units redeemed by
the Trustee will be cancelled.
Certificates representing Units to be redeemed must be delivered to the
Trustee and must be properly endorsed or accompanied by proper instruments of
transfer with signature guaranteed (or by providing satisfactory indemnity, as
in the case of lost, stolen or mutilated Certificates). Thus, redemptions of
Units cannot be effected until Certificates representing such Units have been
delivered by the person seeking redemption. (See 'Certificates.')
Certificateholders must sign exactly as their names appear on the faces of their
Certificates. 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.
15
<PAGE>
Within seven calendar days following a tender for redemption, or, if such
seventh day is not a business day, on the first business day prior thereto, the
Certificateholder will be entitled to receive an amount for each Unit tendered
equal to the Redemption Price per Unit computed as of the Evaluation Time set
forth under 'Summary of Essential Information' in Part A on the date of tender.
The 'date of tender' is deemed to be the date on which Units are received by the
Trustee, except that with respect to Units received after the close of trading
on the New York Stock Exchange (4:00 p.m. Eastern Time), the date of tender is
the next day on which such Exchange is open for trading, and such Units will be
deemed to have been tendered to the Trustee on such day for redemption at the
Redemption Price computed on that day.
A Certificateholder will receive his redemption proceeds in cash and
amounts paid on redemption shall be withdrawn from the Income Account, or, if
the balance therein is insufficient, from the Principal Account. All other
amounts paid on redemption shall be withdrawn from the Principal Account. The
Trustee is empowered to sell Securities in order to make funds available for
redemptions. Such sales, if required, could result in a sale of Securities by
the Trustee at a loss. To the extent Securities are sold, the size and diversity
of the Trust will be reduced. The Securities to be sold will be selected by the
Trustee in order to maintain, to the extent practicable, the proportionate
relationship among the number of shares of each Stock. Provision is made in the
Indenture under which the Sponsor may, but need not, specify minimum amounts in
which blocks of Securities are to be sold in order to obtain the best price for
the Fund. While these minimum amounts may vary from time to time in accordance
with market conditions, the Sponsor believes that the minimum amounts which
would be specified would be approximately 100 shares for readily marketable
Securities.
The Redemption Price per Unit is the pro rata share of the Unit in the
Trust determined by the Trustee on the basis of (i) the cash on hand in the
Trust or moneys in the process of being collected, (ii) the value of the
Securities in the Trust as determined by the Trustee, less (a) amounts
representing taxes or other governmental charges payable out of the Trust, (b)
the accrued expenses of the Trust and (c) cash allocated for the distribution to
Certificateholders of record as of the business day prior to the evaluation
being made. The Trustee may determine the value of the Securities in the Trust
in the following manner: if the Securities are listed on a national securities
exchange or the NASDAQ national market system, this evaluation is generally
based on the closing sale prices on that exchange or that system (unless the
Trustee deems these prices inappropriate as a basis for valuation). If the
Securities are not so listed or, if so listed and the principal market therefor
is other than on the exchange, the evaluation shall generally be based on the
closing purchase price in the over-the-counter market (unless the Trustee deems
these prices inappropriate as a basis for evaluation) or if there is no such
closing purchase price, then the Trustee may utilize, at the Trust's expense, an
independent evaluation service or services to ascertain the values of the
Securities. The independent evaluation service shall use any of the following
methods, or a combination thereof, which it deems appropriate: (a) on the basis
of current bid prices for comparable securities, (b) by appraising the value of
the Securities on the bid side of the market or (c) by any combination of the
above.
The Trustee is irrevocably authorized in its discretion, if the Sponsor
does not elect to purchase a Unit tendered for redemption or if the Sponsor
tenders a Unit for redemption, in lieu of redeeming such Unit, to sell such Unit
in the over-the-counter market for the account of the tendering
Certificateholder at prices which will return to the Certificateholder an amount
in cash, net after deducting brokerage commissions, transfer taxes and other
charges, equal to or in excess of the Redemption Price for such Unit. The
Trustee will pay the net proceeds of any such sale to the Certificateholder on
the day he would otherwise be entitled to receive payment of the Redemption
Price.
The Trustee reserves the right to suspend the right of redemption and to
postpone the date of payment of the Redemption Price per Unit for any period
during which the New York Stock Exchange is closed, other than customary weekend
and holiday closings, or trading on that Exchange is restricted or during which
(as determined by the Securities and Exchange Commission) an emergency exists as
a result of which disposal or evaluation of the Bonds is not reasonably
practicable, or for such other periods as the Securities and Exchange Commission
may by order permit. The Trustee and the Sponsor is not liable to any person or
in any way for any loss or damage which may result from any such suspension or
postponement.
A Certificateholder who wishes to dispose of his Units should inquire of
his bank or broker in order to determine if there is a current secondary market
price in excess of the Redemption Price.
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TOTAL REINVESTMENT PLAN
Distributions of dividend income and capital gain, if any, from the Trust
are made to Certificateholders monthly. The Certificateholder has the option,
however, of either receiving his dividend check, together with any other
payments, from the Trustee or participating in a reinvestment program offered by
the Sponsor in shares of [
] (the 'Fund'). Participation in the
reinvestment option is conditioned on the Fund's lawful qualification for sale
in the state in which the Certificateholder is a resident.
Upon enrollment in the reinvestment option, the Trustee will direct
dividend and/or other distributions, if any, to the Fund. The Fund seeks to
maximize current income and to maintain liquidity and a stable net asset value
by investing in short term U.S. Treasury Obligations which have effective
maturities of 397 days or less. For more complete information concerning the
Fund, including charges and expenses, the Certificateholder should fill out and
mail the card attached to the inside back cover of the Prospectus. The
prospectus for the Fund will be sent to Certificateholders. The
Certificateholder should read the prospectus for the Fund carefully before
deciding to participate.
TRUST ADMINISTRATION
PORTFOLIO SUPERVISION
The Trust is a unit investment trust and is not a managed fund. Traditional
methods of investment management for a managed fund typically involve frequent
changes in a portfolio of securities on the basis of economic, financial and
market analyses. The Portfolio of the Trust, however, will not be managed and
therefore the adverse financial condition of an issuer will not necessarily
require the sale of its Securities from the Portfolio. However, the Sponsor may
direct the disposition of Securities upon the occurrence of certain events
including:
1. default in payment of amounts due on any of the Securities;
2. institution of certain legal proceedings;
3. default under certain documents materially and adversely
affecting future declaration or payment of amounts due or
expected;
4. the determination of the Sponsor that such sale is desirable to
maintain the qualification of the Trust as a 'regulated
investment company' under the Internal Revenue Code;
5. if the disposition of these Securities is necessary in order to
enable the Trust to make distributions of the Trust's capital
gain net income; or
6. decline in price as a direct result of serious adverse credit
factors affecting the issuer of a Security which, in the
opinion of the Sponsor, would make the retention of the
Security detrimental to the Trust or the Certificateholders.
If a default in the payment of amounts due on any Security occurs and if
the Sponsor fails to give immediate instructions to sell or hold that Security,
the Trust Agreement provides that the Trustee, within 30 days of that failure by
the Sponsor, may sell the Security.
The Sponsor, at its option, is authorized under the Trust Agreement to
direct the Trustee to reinvest in Substitute Securities the proceeds of sale of
any of the Securities sold pursuant to provisions 1, 2, 3 and 6 above or in
order to replace Failed Securities. (See 'Substitute Securities' above.)
The Trust Agreement provides that it is the responsibility of the Sponsor
to instruct the Trustee to reject any offer made by an issuer of any of the
Securities to issue new securities in exchange and substitution for any Security
pursuant to a recapitalization or reorganization, except that the Sponsor may
instruct the Trustee to accept such an offer or to take any other action with
respect thereto as the Sponsor may deem proper if the issuer failed to declare
or pay, or the Sponsor anticipates such issuer will fail to declare or pay,
anticipated dividends with respect thereto.
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<PAGE>
The Trust Agreement also authorizes the Sponsor to increase the size and
number of Units of the Trust by the deposit of Additional Securities, contracts
to purchase Additional Securities or cash or a letter of credit with
instructions to purchase Additional Securities in exchange for the corresponding
number of additional Units from time to time subsequent to the initial Date of
Deposit, provided that the original proportionate relationship among the number
of shares of each Security established on the Initial Date of Deposit is
maintained to the extent practicable.
With respect to deposits of Additional Securities (or cash or a letter of
credit with instructions to purchase Additional Securities), in connection with
creating additional Units of the Trust, the Sponsor may specify the minimum
numbers in which Additional Securities will be deposited or purchased. If a
deposit is not sufficient to acquire minimum amounts of each Security,
Additional Securities may be acquired in the order of the Security most
under-represented immediately before the deposit when compared to the original
proportionate relationship. If Securities of an issue originally deposited are
unavailable at the time of the subsequent deposit, the Sponsor may (1) deposit
cash or a letter of credit with instructions to purchase the Security when it
becomes available, or (2) deposit (or instruct the Trustee to purchase) either
Securities of one or more other issues originally deposited or a Substitute
Security.
TRUST AGREEMENT AND AMENDMENT
The Trust Agreement may be amended by the Trustee and the Sponsor without
the consent of any of the Certificateholders: (1) to cure any ambiguity or to
correct or supplement any provision which may be defective or inconsistent; (2)
to change any provision thereof as may be required by the Securities and
Exchange Commission or any successor governmental agency; or (3) to make such
other provisions in regard to matters arising thereunder as shall not adversely
affect the interests of the Certificateholders.
The Trust Agreement may also be amended in any respect, or performance of
any of the provisions thereof may be waived, with the consent of the holders of
Certificates evidencing 66 2/3% of the Units then outstanding for the purpose of
modifying the rights of Certificateholders; provided that no such amendment or
waiver shall reduce any Certificateholder's interest in the Trust without his
consent or reduce the percentage of Units required to consent to any such
amendment or waiver without the consent of the holders of all Certificates. The
Trust Agreement may not be amended, without the consent of the holders of all
Certificates in the Trust then outstanding, to increase the number of Units
issuable or to permit the acquisition of any Securities in addition to or in
substitution for those initially deposited in such Trust, except in accordance
with the provisions of the Trust Agreement. The Trustee shall promptly notify
Certificateholders, in writing, of the substance of any such amendment.
TRUST TERMINATION
The Trust Agreement provides that the Trust shall terminate upon the
maturity, redemption or other disposition, as the case may be, of the last of
the Securities held in such Trust but in no event is it to continue beyond the
Mandatory Termination Date. If the value of the Trust shall be less than the
minimum amount set forth under 'Summary of Essential Information' in Part A, the
Trustee may, in its discretion, and shall, when so directed by the Sponsor,
terminate the Trust. The Trust may also be terminated at any time with the
consent of the holders of Certificates representing 100% of the Units then
outstanding. The Trustee may utilize the services of the Sponsor for the sale of
all or a portion of the Securities in the Trust. The Sponsor will receive
brokerage commissions from the Trust in connection with such sales in accordance
with applicable law. In the event of termination, written notice thereof will be
sent by the Trustee to all Certificateholders. Such notice will provide
Certificateholders with three options by which to receive their pro rata share
of the net asset value of the Trust.
1. A Certificateholder who owns at least 2,500 units and who so elects
by notifying the Trustee prior to the commencement of the Liquidation
Period by returning a properly completed election request (to be supplied
to Certificateholders at least 20 days prior to such date) (see Part
A--'Summary of Essential Information' for the date of the commencement of
the Liquidation Period) and whose interest in the Trust entitles him to
receive at least one share of each underlying Security will have his Units
redeemed on commencement of the Liquidation Period by distribution of the
Certificateholder's pro rata share of the net asset value of the Trust on
such date distributed in kind to the extent represented by whole shares of
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underlying Securities and the balance in cash within 7 calendar days next
following the commencement of the Liquidation Period. Certificateholders
subsequently selling such distributed Securities will incur brokerage costs
when disposing of such Securities. An election of this option will not
prevent the Certificateholder from recognizing taxable gain or loss as a
result of the liquidation, even though no cash will be distributed to pay
any taxes. Certificateholders should consult their own tax adviser in this
regard.
A Certificateholder may also elect prior to the Mandatory Termination Date
by so specifying in a properly completed election request, the following two
options with regard to the termination distribution of such Certificateholder's
interest in the Trust as set forth below:
2. to receive in cash such Certificateholder's pro rata share of the
net asset value of the Trust derived from the sale by the Sponsor as the
agent of the Trustee of the underlying Securities over a period not to
exceed 60 business days immediately following the commencement of the
Liquidation Period. The Certificateholder's Redemption Price per Unit on
the settlement date of the last trade of a Security in the Trust will be
distributed to such Certificateholder within 7 days of the settlement of
the trade of the last Security to be sold; and/or
3. upon the receipt by the Trust of an appropriate exemptive order
from the Securities and Exchange Commission, to invest such
Certificateholder's pro rata share of the net asset value of the Trust
derived from the sale by the Sponsor as agent of the Trustee of the
underlying Securities over a period not to exceed 60 business days
immediately following the commencement of the Liquidation Period, in units
of a subsequent series of Equity Securities Trust, Signature Series (the
'New Series'). The Units of a New Series will be purchased by the
Certificateholder within 7 days of the settlement of the trade for the last
Security to be sold. Such purchaser will be entitled to a reduced sales
load of approximately 2.5% of the Public Offering Price upon the purchase
of units of the New Series. It is expected that the terms of the New Series
will be substantially the same as the terms of the Trust described in this
Prospectus, and that similar options with respect to the termination of
such New Series will be available. The availability of this option does not
constitute a solicitation of an offer to purchase Units of a New Series or
any other security. A Certificateholder's election to participate in this
option will be treated as an indication of interest only. At any time prior
to the purchase by the Certificateholder of units of a New Series such
Certificateholder may change his investment strategy and receive, in cash,
the proceeds of the sale of the Securities. An election of this option will
not prevent the Certificateholder from recognizing taxable gain or loss
(except in the case of a loss, if the New Series is treated as
substantially identical to the Trust) as a result of the liquidation, even
though no cash will be distributed to pay any taxes. Certificateholders
should consult their own tax advisers in this regard.
The Sponsor has agreed to effect the sales of underlying securities for the
Trustee in the case of the second and third options over a period not to exceed
60 business days immediately following the commencement of the Liquidation
Period free of brokerage commissions. The Sponsor, on behalf of the Trustee,
will sell, unless prevented by unusual and unforeseen circumstances, such as,
among other reasons, a suspension in trading of a Security, the close of a stock
exchange, outbreak of hostilities and collapse of the economy, on each business
day during the 60 business day period at least a number of shares of each
Security which then remains in the portfolio (based on the number of shares of
each issue in the portfolio) multiplied by a fraction the numerator of which is
one and the denominator of which is the number of days remaining in the 60
business day sales period. The Redemption Price Per Unit upon the settlement of
the last sale of Securities during the 60 business day period will be
distributed to Certificateholders in redemption of such Certificateholders'
interest in the Trust.
Depending on the amount of proceeds to be invested in Units of the New
Series and the amount of other orders for Units in the New Series, the Sponsor
may purchase a large amount of securities for the New Series in a short period
of time. The Sponsor's buying of securities may tend to raise the market prices
of these securities. The actual market impact of the Sponsor's purchases,
however, is currently unpredictable because the actual amount of securities to
be purchased and the supply and price of those securities is unknown. A similar
problem may occur in connection with the sale of Securities during the 60
business day period immediately following the commencement of the Liquidation
Period; depending on the number of sales required, the prices of and demand for
Securities, such sales may tend to depress the market prices and thus reduce the
proceeds of such sales. The Sponsor believes that the sale of underlying
Securities over a 60 business day period as described above is in the
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best interest of a Certificateholder and may mitigate the negative market price
consequences stemming from the trading of large amounts of Securities. The
Securities may be sold in fewer than 60 days if, in the Sponsor's judgment, such
sales are in the best interest of Certificateholders. The Sponsor, in
implementing such sales of securities on behalf of the Trustee, will seek to
maximize the sales proceeds and will act in the best interests of the
Certificateholders. There can be no assurance, however, that any adverse price
consequences of heavy trading will be mitigated.
Certificateholders who do not make any election will be deemed to have
elected to receive the Redemption Price per Unit in cash (option number 2).
The Sponsor may for any reason, in its sole discretion, decide not to
sponsor any subsequent series of the Trust, without penalty or incurring
liability to any Certificateholder. If the Sponsor so decides, the Sponsor will
notify the Trustee of that decision, and the Trustee will notify the
Certificateholders before the Termination Date. All Certificateholders will then
elect either option 1 or option 2.
By electing to reinvest in the New Series, the Certificateholder indicates
his interest in having his terminating distribution from the Trust invested only
in the New Series created following termination of the Trust; the Sponsor
expects, however, that a similar reinvestment program will be offered with
respect to all subsequent series of the Trust, thus giving Certificateholders a
yearly opportunity to elect to 'rollover' their terminating distributions into a
New Series. The availability of the reinvestment privilege does not constitute a
solicitation of offers to purchase units of a New Series or any other security.
A Certificateholder's election to participate in the reinvestment program will
be treated as an indication of interest only. The Sponsor intends to coordinate
the date of deposit of a future series so that the terminating trust will
terminate contemporaneously with the creating of a New Series.
The Sponsor reserves the right to modify, suspend or terminate the
reinvestment privilege at any time.
THE SPONSOR
The Sponsor, Reich & Tang Distributors L.P. (successor to the Unit
Investment Trust Division of Bear, Stearns & Co. Inc.), a Delaware limited
partnership is engaged in the brokerage business and is a member of the National
Association of Securities Dealers, Inc. Reich & Tang maintains its principal
business offices at 600 Fifth Avenue, New York, New York 10020. Reich & Tang
Asset Management L.P. ('RTAM L.P.'), a registered investment adviser having its
principal place of business at 399 Boylston Street, Boston, MA 02116, is the 99%
limited partner of the Sponsor. RTAM L.P. is 99.5% owned by New England
Investment Companies, L.P. ('NEIC L.P.') and Reich & Tang Asset Management, Inc.
a wholly owned subsidiary of NEIC L.P. owns the remaining .5% interest of RTAM
L.P. and is its general partner. NEIC L.P.'s general partner is New England
Investment Companies, Inc. ('NEIC'), a holding company offering a broad array of
investment styles across a wide range of asset categories through seven
investment advisory/management affiliates and two distribution affiliates. These
affiliates in the aggregate are investment advisors or managers to over 39
registered investment companies. Reich & Tang is successor Sponsor to Bear
Stearns for numerous series of unit investment trusts, including, a Corporate
Trust, Series 1 (and Subsequent Series), New York Municipal Trust, Series 1 (and
Subsequent Series), New York Discount and Zero Coupon Fund, 1st Series (and
Subsequent Series), Municipal Securities Trust, Series 1 (and Subsequent
Series), 1st Discount Series (and Subsequent Series), Multi-State Series 1 (and
Subsequent Series), High Income Series 1 (and Subsequent Series),
Short-Intermediate Term Series 1 (and Subsequent Series), Mortgage Securities
Trust, Series 1 (and Subsequent Series), Insured Municipal Securities Trust,
Series 1 (and Subsequent Series) and 5th Discount Series (and Subsequent Series)
and Equity Securities Trust, Series 1, Signature Series, Gabelli Communications
Income Trust (and Subsequent Series).
The information included herein is only for the purpose of informing
investors as to the financial responsibility of the Sponsor and its ability to
carry out their contractual obligations.
The Sponsor will be under no liability to Certificateholders for taking any
action, or refraining from taking any action, in good faith pursuant to the
Trust Agreement, or for errors in judgment except in cases of their own willful
misfeasance, bad faith, gross negligence or reckless disregard of their
obligations and duties.
The Sponsor may resign at any time by delivering to the Trustee an
instrument of resignation executed by the Sponsor.
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If at any time the Sponsor shall resign or fail to perform any of its
duties under the Trust Agreement or becomes incapable of acting or becomes
bankrupt or its affairs are taken over by public authorities, then the Trustee
may either (a) appoint a successor Sponsor; (b) terminate the Trust Agreement
and liquidate the Trust; or (c) continue to act as Trustee without terminating
the Trust Agreement. Any successor Sponsor appointed by the Trustee shall be
satisfactory to the Trustee and, at the time of appointment, shall have a net
worth of at least $1,000,000.
THE TRUSTEE
The Trustee is The Chase Manhattan Bank (National Association), a national
banking association with its principal executive office located at 1 Chase
Manhattan Plaza, New York, New York 10081 and its unit investment trust office
at 770 Broadway, New York, New York 10003. The Trustee is subject to supervision
by the Comptroller of the Currency, the Federal Deposit Insurance Corporation
and the Board of Governors of the Federal Reserve System.
The Trustee shall not be liable or responsible in any way for taking any
action, or for refraining from taking any action, in good faith pursuant to the
Trust Agreement, or for errors in judgment; or for any disposition of any
moneys, Securities or Certificates in accordance with the Trust Agreement,
except in cases of its own willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties; provided, however, that the
Trustee shall not in any event be liable or responsible for any evaluation made
by any independent evaluation service employed by it. In addition, the Trustee
shall not be liable for any taxes or other governmental charges imposed upon or
in respect of the Securities or the Trust which it may be required to pay under
current or future law of the United States or any other taxing authority having
jurisdiction. The Trustee shall not be liable for depreciation or loss incurred
by reason of the sale by the Trustee of any of the Securities pursuant to the
Trust Agreement.
For further information relating to the responsibilities of the Trustee
under the Trust Agreement, reference is made to the material set forth under
'Rights of Certificateholders.'
The Trustee may resign by executing an instrument in writing and filing the
same with the Sponsor, and mailing a copy of a notice of resignation to all
Certificateholders. In such an event the Sponsor is obligated to appoint a
successor Trustee as soon as possible. In addition, if the Trustee becomes
incapable of acting or becomes bankrupt or its affairs are taken over by public
authorities, the Sponsor may remove the Trustee and appoint a successor as
provided in the Trust Agreement. Notice of such removal and appointment shall be
mailed to each Certificateholder by the Sponsor. If upon resignation of the
Trustee no successor has been appointed and has accepted the appointment within
thirty days after notification, the retiring Trustee may apply to a court of
competent jurisdiction for the appointment of a successor. The resignation or
removal of the Trustee becomes effective only when the successor Trustee accepts
its appointment as such or when a court of competent jurisdiction appoints a
successor Trustee. 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.
Any corporation into which the Trustee may be merged or with which it may
be consolidated, or any corporation resulting from any merger or consolidation
to which the Trustee shall be a party, shall be the successor Trustee. The
Trustee must always be a banking corporation organized under the laws of the
United States or any State and have at all times an aggregate capital, surplus
and undivided profits of not less than $2,500,000.
THE PORTFOLIO CONSULTANT
The Portfolio Consultant is Gabelli Funds, Inc., a New York corporation,
with offices at One Corporate Center at Rye, New York 10580-1430. The Portfolio
Consultant is a registered investment advisor, and with its affiliates, acts as
an investment manager, administrator or advisor for assets aggregating in excess
of $8.0 billion as of December 31, 1993.
The Portfolio Consultant is not a Sponsor of the Trust. The Portfolio
Consultant has been retained by the Sponsor, at its expense, to utilize its
equity expertise in selecting the Securities deposited in the Trust. The
Portfolio Consultant's only responsibility with respect to the Trust, in
addition to its role in Portfolio selection, is
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to monitor the Securities of the Portfolio and make recommendations to the
Sponsor regarding the disposition of the Securities held by the Trust. The
responsibility of monitoring the Securities of the Portfolio means that if the
Portfolio Consultant's views materially change regarding the appropriateness of
an investment in any Security then held in the Trust based upon the investment
objectives, guidelines, term, parameters, policies and restrictions supplied to
the Portfolio Consultant by the Sponsor, the Portfolio Consultant will notify
the Sponsor of such change to the extent consistent with applicable legal
requirements. The Sponsor is not obligated to adhere to the recommendations of
the Portfolio Consultant regarding the disposition of Securities. The Sponsor
has the sole authority to direct the Trustee to dispose of Securities under the
Trust Agreement. The Portfolio Consultant has no other responsibilities or
obligations to the Trust or the Certificateholders. Investors should be aware
that the Portfolio Consultant, with its affiliates, is an investment adviser for
managed investment companies and managed private accounts that may have similar
or different investment objectives than the Trust. Some of the Securities in the
Trust may also be owned by these other clients of the Portfolio Consultant and
its affiliates. However, because these clients have 'managed' portfolios and may
have differing investment objectives, the Portfolio Consultant may sell certain
Securities for those accounts in instances where a sale of the Trust would be
impermissible, such as to maximize return by taking advantage of market
fluctuations.
The Portfolio Consultant may resign or may be removed by the Sponsor at any
time on sixty days' prior notice. The Sponsor shall use its best efforts to
appoint a satisfactory successor. Such resignation or removal shall become
effective upon the acceptance of appointment by the successor Portfolio
Consultant. If upon resignation of the Portfolio Consultant no successor has
accepted appointment within sixty days after notice of resignation, the Sponsor
has agreed to perform this function.
EVALUATION OF THE TRUST
The value of the Securities in the Trust portfolio is determined in good
faith by the Trustee on the basis set forth under 'Public Offering--Offering
Price.' The Sponsor and the Certificateholders may rely on any evaluation
furnished by the Trustee and shall have no responsibility for the accuracy
thereof. Determinations by the Trustee under the Trust 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
Certificateholders for errors in judgment, except in cases of its own willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties. The Trustee, the Sponsor and the Certificateholders may
rely on any evaluation furnished to the Trustee by an independent evaluation
service and shall have no responsibility for the accuracy thereof.
TRUST EXPENSES AND CHARGES
All or a portion of the expenses incurred in creating and establishing the
Trust, including the cost of the initial preparation and execution of the Trust
Agreement, registration of the Trust and the Units under the Investment Company
Act of 1940 and the Securities Act of 1933, blue sky registration fees, the
initial fees and expenses of the Trustee, legal expenses and other actual
out-of-pocket expenses, will be paid by the Trust and amortized over a five year
period. All advertising and selling expenses, as well as any organizational
expenses not paid by the Trust, will be borne by the Sponsors at not cost to the
Trust.
The Sponsor will receive for portfolio supervisory services to the Trust an
Annual Fee in the amount set forth under 'Summary of Essential Information' in
Part A. The Sponsor's fee may exceed the actual cost of providing portfolio
supervisory services for the Trust, but at no time will the total amount
received for portfolio supervisory services rendered to all series of the Equity
Securities Trust in any calendar year exceed the aggregate cost to the Sponsor
of supplying such services in such year. (See 'Portfolio Supervision.')
The Trustee will receive, for its ordinary recurring services to the Trust
an annual fee in the amount set forth under 'Summary of Essential Information'
in Part A. For a discussion of the services performed by the Trustee pursuant to
its obligations under the Trust Agreement, see 'Trust Administration' and
'Rights of Certificateholders'.
The Trustee's fees applicable to a Trust are payable monthly as of the
Record Date from the Income Account of the Trust to the extent funds are
available and then from the Principal Account. Both fees may be
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increased without approval of the Certificateholders by amounts not exceeding
proportionate increases in consumer prices for services as measured by the
United States Department of Labor's Consumer Price Index entitled 'All Services
Less Rent.'
The following additional charges are or may be incurred by the Trust: all
expenses (including counsel fees) of the Trustee incurred and advances made in
connection with its activities under the Trust Agreement, including the expenses
and costs of any action undertaken by the Trustee to protect the Trust and the
rights and interests of the Certificateholders; fees of the Trustee for any
extraordinary services performed under the Trust Agreement; indemnification of
the Trustee for any loss or liability accruing to it without gross negligence,
bad faith or willful misconduct on its part, arising out of or in connection
with its acceptance or administration of the Trust; indemnification of the
Sponsor for any losses, liabilities and expenses incurred in acting as sponsors
of the Trust without gross negligence, bad faith or willful misconduct on its
part; and all taxes and other governmental charges imposed upon the Securities
or any part of the Trust (no such taxes or charges are being levied, made or, to
the knowledge of the Sponsor, contemplated). The above expenses, including the
Trustee's fees, when paid by or owing to the Trustee are secured by a first lien
on the Trust to which such expenses are charged. In addition, the Trustee is
empowered to sell the Securities in order to make funds available to pay all
expenses.
The accounts of the Trust shall be audited not less than annually by
independent public accountants selected by the Sponsor. The expenses of the
audit shall be an expense of the Trust. So long as the Sponsor maintains a
secondary market, the Sponsor will bear any audit expense which exceeds $.50
Cents per Unit. Certificateholders covered by the audit during the year may
receive a copy of the audited financials upon request.
EXCHANGE PRIVILEGE AND CONVERSION OFFER
EXCHANGE PRIVILEGE
Certificateholders will be able to elect to exchange any or all of their
Units of this Trust for Units of one or more of any available series of Equity
Securities Trust, Mortgage Securities Trust, Insured Municipal Securities Trust,
Municipal Securities Trust, New York Municipal Trust, Mortgage Securities Trust
or A Corporate Trust (the 'Exchange Trusts') at a reduced sales charge as set
forth below. Under the Exchange Privilege, the Sponsor's repurchase price during
the initial offering period of the Units being surrendered will be based on the
market value of the Securities in the Trust portfolio or on the aggregate offer
price of the Bonds in the other Trust Portfolios; and, after the initial
offering period has been completed, will be based on the aggregate bid price of
the Bonds in the particular Trust portfolio. Units in an Exchange Trust then
will be sold to the Certificateholder at a price based on the aggregate offer
price of the Bonds in the Exchange Trust portfolio (or for units of Equity
Securities Trust, based on the market value of the underlying securities in the
Trust portfolio) during the initial public offering period of the Exchange
Trust; and after the initial public offering period has been completed, based on
the aggregate bid price of the Bonds in the Exchange Trust Portfolio if its
initial offering has been completed plus accrued interest (or for units of
Equity Securities Trust, based on the market value of the underlying securities
in the Trust portfolio) and a reduced sales charge as set forth below.
Except for unitholders who wish to exercise the Exchange Privilege within
the first five months of their purchase of Units of the Trust, the sales charge
applicable to the purchase of units of an Exchange Trust shall be approximately
1.5% of the price of each Exchange Trust unit (or 1,000 Units for the Mortgage
Securities Trust or 100 Units for the Equity Securities Trust). For unitholders
who wish to exercise the Exchange Privilege within the first five months of
their purchase of Units of the Trust, the sales charge applicable to the
purchase of units of an Exchange Trust shall be the greater of (i) approximately
1.5% of the price of each Exchange Trust unit (or 1,000 Units for the Mortgage
Securities Trust or 100 Units for the Equity Securities Trust), or (ii) an
amount which when coupled with the sales charge paid by the unitholder upon his
original purchase of Units of the Trust at least equals the sales charge
applicable in the direct purchase of units of an Exchange Trust. The Exchange
Privilege is subject to the following conditions:
1. The Sponsor must be maintaining a secondary market in both the
Units of the Trust held by the Certificateholder and the Units of the
available Exchange Trust. While the Sponsor has indicated its intention to
maintain a market in the Units of all Trusts sponsored by it, the Sponsor
is under no obligation to continue to maintain a secondary market and
therefore there is no assurance that the Exchange Privilege
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will be available to a Certificateholder at any specific time in the
future. At the time of the Certificateholder's election to participate in
the Exchange Privilege, there also must be Units of the Exchange Trust
available for sale, either under the initial primary distribution or in the
Sponsor's secondary market.
2. Exchanges will be effected in whole units only. Any excess proceeds
from the Units surrendered for exchange will be remitted and the selling
Certificateholder will not be permitted to advance any new funds in order
to complete an exchange. Units of the Mortgage Securities Trust may only be
acquired in blocks of 1,000 Units. Units of the Equity Securities Trust may
only be acquired in blocks of 100 Units.
3. The Sponsor reserves the right to suspend, modify or terminate the
Exchange Privilege. The Sponsor will provide unitholders of the Trust with
60 days prior written notice of any termination or material amendment to
the Exchange Privilege, provided that, no notice need be given if (i) the
only material effect of an amendment is to reduce or eliminate the sales
charge payable at the time of the exchange, to add one or more series of
the Trust eligible for the Exchange Privilege or to delete a series which
has been terminated from eligibility for the Exchange Privilege, (ii) there
is a suspension of the redemption of units of an Exchange Trust under
Section 22(e) of the Investment Company Act of 1940, or (iii) an Exchange
Trust temporarily delays or ceases the sale of its units because it is
unable to invest amounts effectively in accordance with its investment
objectives, policies and restrictions. During the 60 day notice period
prior to the termination or material amendment of the Exchange Privilege
described above, the Sponsor will continue to maintain a secondary market
in the units of all Exchange Trusts that could be acquired by the affected
unitholders. Unitholders may, during this 60 day period, exercise the
Exchange Privilege in accordance with its terms then in effect. In the
event the Exchange Privilege is not available to a Certificateholder at the
time he wishes to exercise it, the Certificateholder will immediately be
notified and no action will be taken with respect to his Units without
further instructions from the Certificateholder.
To exercise the Exchange Privilege, a Certificateholder should notify the
Sponsor of his desire to exercise his Exchange Privilege. If Units of a
designated, outstanding series of an Exchange Trust are at the time available
for sale and such Units may lawfully be sold in the state in which the
Certificateholder is a resident, the Certificateholder will be provided with a
current prospectus or prospectuses relating to each Exchange Trust in which he
indicates an interest. He may then select the Trust or Trusts into which he
desires to invest the proceeds from his sale of Units. The exchange transaction
will operate in a manner essentially identical to a secondary market transaction
except that units may be purchased at a reduced sales charge.
EXAMPLE: Assume that after the initial public offering has been completed, a
Certificateholder has five units of a Trust with a current value of $700 per
unit which he has held for more than 5 months and the Certificateholder wishes
to exchange the proceeds for units of a secondary market Exchange Trust with a
current price of $725 per unit. The proceeds from the Certificateholder's
original units will aggregate $3,500. Since only whole units of an Exchange
Trust may be purchased under the Exchange Privilege, the Certificateholder would
be able to acquire four units (or 4,000 Units of the Mortgage Securities Trust
or 400 Units of the Equity Securities Trust) for a total cost of $2,943.50
($2,900 for units and $43.50 for the sales charge). The remaining $556.50 would
be remitted to the Certificateholder in cash. If the Certificateholder acquired
the same number of units at the same time in a regular secondary market
transaction, the price would have been $3,059.50 ($2,900 for units and $159.50
for the sales charge, assuming a 5 1/2% sales charge times the public offering
price).
THE CONVERSION OFFER
Unit owners of any registered unit investment trust for which there is no
active secondary market in the units of such trust (a 'Redemption Trust') will
be able to elect to redeem such units and apply the proceeds of the redemption
to the purchase of available Units of one or more series of Mortgage Securities
Trust, A Corporate Trust, Municipal Securities Trust, Insured Municipal
Securities Trust, Mortgage Securities Trust, New York Municipal Trust or Equity
Securities Trust (the 'Conversion Trusts') at the Public Offering Price for
units of the Conversion Trust based on a reduced sales charge as set forth
below. Under the Conversion Offer, units of the Redemption Trust must be
tendered to the trustee of such trust for redemption at the redemption price,
which is based upon the market value of the underlying securities in the Trust
portfolio or the aggregate bid side evaluation of the underlying bonds in other
Trust portfolios and is generally about 1 1/2% to 2% lower than the
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offering price for such bonds. The purchase price of the units will be based on
the aggregate offer price of the underlying bonds in the Conversion Trust
portfolio during its initial offering period; or, at a price based on the
aggregate bid price of the underlying bonds if the initial public offering of
the Conversion Trust has been completed, plus accrued interest and a sales
charge as set forth below. If the participant elects to purchase units of the
Equity Securities Trust under the Conversion Offer, the purchase price of the
units will be based, at all times, on the market value of the underlying
securities in the Trust portfolio plus a sales charge.
Except for unitholders who wish to exercise the Conversion Offer within the
first five months of their purchase of units of a Redemption Trust, the sales
charge applicable to the purchase of Units of the Conversion Trust shall be
approximately 1.5% of the price of each Unit (or per 1,000 Units for the
Mortgage Securities Trust or 100 Units for the Equity Securities Trust) For
unitholders who wish to exercise the Conversion Offer within the first five
months of their purchase of units of a Redemption Trust, the sales charge
applicable to the purchase of Units of a Conversion Trust shall be the greater
of (i) approximately 1.5% of the price of each Unit (or per 1,000 Units for the
Mortgage Securities Trust or 100 Units for the Equity Securities Trust) or (ii)
an amount which when coupled with the sales charge paid by the unitholder upon
his original purchase of units of the Redemption Trust at least equals the sales
charge applicable in the direct purchase of Units of a Conversion Trust. The
Conversion Offer is subject to the following limitations:
1. The Conversion Offer is limited only to unit owners of any
Redemption Trust, defined as a unit investment trust for which there is no
active secondary market at the time the Certificateholder elects to
participate in the Conversion Offer. At the time of the unit owner's
election to participate in the Conversion Offer, there also must be
available units of a Conversion Trust, either under a primary distribution
or in the Sponsor's secondary market.
2. Exchanges under the Conversion Offer will be effected in whole
units only. Unit owners will not be permitted to advance any new funds in
order to complete an exchange under the Conversion Offer. Any excess
proceeds from units being redeemed will be returned to the unit owner.
Units of the Mortgage Securities Trust may only be acquired in blocks of
1,000 units. Units of the Equity Securities Trust may only be acquired in
blocks of 100 Units.
3. The Sponsor reserves the right to modify, suspend or terminate the
Conversion Offer at any time without notice to unit owners of Redemption
Trusts. In the event the Conversion Offer is not available to a unit owner
at the time he wishes to exercise it, the unit owner will be notified
immediately and no action will be taken with respect to his units without
further instruction from the unit owner. The Sponsor also reserves the
right to raise the sales charge based on actual increases in the Sponsor's
costs and expenses in connection with administering the program, up to a
maximum sales charge of 2% per unit (or per 1,000 units for the Mortgage
Securities Trust or 100 Units for the Equity Securities Trust).
To exercise the Conversion Offer, a unit owner of a Redemption Trust should
notify his retail broker of his desire to redeem his Redemption Trust Units and
use the proceeds from the redemption to purchase Units of one or more of the
Conversion Trusts. If Units of a designated, outstanding series of a Conversion
Trust are at that time available for sale and if such Units may lawfully be sold
in the state in which the unit owner is a resident, the unit owner will be
provided with a current prospectus or prospectuses relating to each Conversion
Trust in which he indicates an interest. He then may select the Trust or Trusts
into which he decides to invest the proceeds from the sale of his Units. The
transaction will be handled entirely through the unit owner's retail broker. The
retail broker must tender the units to the trustee of the Redemption Trust for
redemption and then apply the proceeds to the redemption toward the purchase of
units of a Conversion Trust at a price based on the aggregate offer or bid side
evaluation per Unit of the Conversion Trust, depending on which price is
applicable, plus accrued interest and the applicable sales charge. The
certificates must be surrendered to the broker at the time the redemption order
is placed and the broker must specify to the Sponsor that the purchase of
Conversion Trust Units is being made pursuant to the Conversion Offer. The unit
owner's broker will be entitled to retain $5 of the applicable sales charge.
EXAMPLE: Assume a unit owner has five units of a Redemption Trust which has
held for more than 5 months with a current redemption price of $675 per unit
based on the aggregate bid price of the underlying bonds and the unit owner
wishes to participate in the Conversion Offer and exchange the proceeds for
units of a secondary market Conversion Trust with a current price of $750 per
Unit. The proceeds for the unit owner's redemption of units will
25
<PAGE>
aggregate $3,375. Since only whole units of a Redemption Trust may be purchased
under the Conversion Offer, the unit owner will be able to acquire four units of
the Conversion Trust (or 4,000 units of the Mortgage Securities Trust or 400
Units of the Equity Securities Trust) for a total cost of $3,045 ($3,000 for
units and $45 for the sales charge). The remaining $330 would be remitted to the
unit owner in cash. If the unit owner acquired the same number of Conversion
Trust units at the same time in a regular secondary market transaction, the
price would have been $3,165 ($3,000 for units and $165 sales charge, assuming a
5 1/2% sales charge times the public offering price).
TAX CONSEQUENCES OF THE EXCHANGE
PRIVILEGE AND THE CONVERSION OFFER
A surrender of units pursuant to the Exchange Privilege or the Conversion
Offer will constitute a 'taxable event' to the Certificateholder under the
Internal Revenue Code. The Certificateholder will realize a tax gain or loss
that will be of a long- or short-term capital or ordinary income nature
depending on the length of time the units have been held and other factors. (See
'Tax Status'.) A Certificateholder's tax basis in the Units acquired pursuant to
the Exchange Privilege or Conversion Offer will be equal to the purchase price
of such Units. Investors should consult their own tax advisors as to the tax
consequences to them of exchanging or redeeming units and participating in the
Exchange Privilege or Conversion Offer.
OTHER MATTERS
LEGAL OPINIONS
The legality of the Units offered hereby and certain matters relating to
federal tax law have been passed upon by Messrs. Battle Fowler LLP, 75 East 55th
Street, New York, New York 10020 as counsel for the Sponsor. Messrs. Carter,
Ledyard & Milburn, Two Wall Street, New York, New York 10005 have acted as
counsel for the Trustee.
INDEPENDENT AUDITORS
The Statement of Condition and Portfolio are included herein in reliance
upon the report of KPMG Peat Marwick LLP, independent auditors, and upon the
authority of said firm as experts in accounting and auditing.
26
<PAGE>
I am the owner of _________________ units of Equity Securities Trust, Series
___________ Signature Series, Gabelli Communications Income Trust.
I would like to learn more about [
] including charges and expenses. I understand that
my request for more information about this fund in no way obligates me to
participate in the reinvestment option, and that this request form is not
an offer to sell. Please send me more information, including a copy of
the current prospectus of [ ].
Date ________________________, 199_
______________________________________ ______________________________________
Registered Holder (Print) Registered Holder (Print)
______________________________________ ______________________________________
Registered Holder Signature Registered Holder Signature
(Two signatures if joint tenancy)
My Brokerage Firm's Name _________________________________________________
Name _____________________________________________________________________
Address, City & State ____________________________________________________
Broker's Name _____________ Broker's No. _________________________________
MAIL TO
[NAME AND ADDRESS OF FUND]
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN PARTS A AND B OF THIS PROSPECTUS; AND ANY
INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE TRUST, THE TRUSTEE OR THE SPONSOR. THE TRUST IS
REGISTERED AS A UNIT INVESTMENT TRUST UNDER THE INVESTMENT COMPANY ACT OF 1940.
SUCH REGISTRATION DOES NOT IMPLY THAT THE TRUST OR ANY OF ITS UNITS HAVE BEEN
GUARANTEED, SPONSORED, RECOMMENDED OR APPROVED BY THE UNITED STATES OR ANY STATE
OR ANY AGENCY OR OFFICER THEREOF.
------------------
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF
AN OFFER TO BUY, SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL
TO MAKE SUCH OFFER IN SUCH STATE.
TABLE OF CONTENTS
Title Page
<TABLE>
<S> <C>
PART A
Summary of Essential Information............ A-2
Independent Auditors' Report................ A-7
Statement of Condition...................... A-8
Portfolio................................... A-9
Underwriting Syndicate...................... A-10
PART B
The Trust................................... 1
Risk Considerations......................... 4
Public Offering............................. 9
Rights of Certificateholders................ 11
Tax Status.................................. 13
Liquidity................................... 15
Total Reinvestment Plan..................... 17
Trust Administration........................ 17
Trust Expenses and Charges.................. 22
Exchange Privilege and Conversion Offer..... 23
Other Matters............................... 26
</TABLE>
PARTS A AND B OF THIS PROSPECTUS DO NOT CONTAIN ALL OF THE INFORMATION SET
FORTH IN THE REGISTRATION STATEMENT AND EXHIBITS RELATING THERETO, FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C., UNDER THE SECURITIES
ACT OF 1933, AND THE INVESTMENT COMPANY ACT OF 1940, AND TO WHICH REFERENCE IS
MADE.
[GABELLI LOGO]
EQUITY SECURITIES TRUST
SERIES 6
SIGNATURE SERIES
GABELLI ENTERTAINMENT AND
MEDIA TRUST
(UNIT INVESTMENT TRUST)
PROSPECTUS
DATED: SEPTEMBER , 1995
SPONSOR:
REICH & TANG DISTRIBUTORS, INC.
600 FIFTH AVENUE
NEW YORK, NEW YORK 10022
212-830-5200
PORTFOLIO CONSULTANT:
GABELLI FUNDS, INC.
ONE CORPORATE CENTER
RYE, NEW YORK 10580-1430
TRUSTEE:
CHASE MANHATTAN BANK, N.A.
770 BROADWAY
NEW YORK, N.Y. 10003
<PAGE>
PART II -- ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM A -- BONDING ARRANGEMENTS
The employees of Reich & Tang Distributors L.P. are covered under Brokers'
Blanket Policy, Standard Form 14, in the amount of $11,000,000 (plus
$196,000,000 excess coverage under Brokers' Blanket Policies, Standard Form 14
and Form B Consolidated). This policy has an aggregate annual coverage of $15
million.
ITEM B -- CONTENTS OF REGISTRATION STATEMENT
This Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet on Form S-6.
The Cross-Reference Sheet.
The Prospectus consisting of pages.
Undertakings.
Signatures.
Listed below are the names and registration numbers of each previous series
of Equity Securities Trust, the final prospectus of which properly supplemented,
might be used as preliminary prospectuses for Equity Securities Trust, Series 6,
Signature Series, Gabelli Entertainment and Media Trust. These final
prospectuses are incorporated herein by reference.
Equity Securities Trust, Series 1, Signature Series, Gabelli
Communications Income Trust
(Registration No. 33-45561)
Equity Securities Trust, Series 2, Signature Series, Reich & Tang Growth
and Value Trust
(Registration No. 33-53688)
Equity Securities Trust, Series 3, Signature Series, Gabelli
Communications Income Trust
(Registration No. 33-62898)
Equity Securities Trust, Series 4, EquiTs, Gabelli Value Fund and U.S.
Treasuries
(Registration No. 33-51009)
Equity Securities Trust, Series 5, REIT Series
(Registration No. 33-53445)
Written consents of the following persons:
Battle Fowler LLP (included in Exhibit 3.1)
KPMG Peat Marwick LLP
Gabelli Funds, Inc.
The following exhibits:
<TABLE>
<S> <C>
*99.1.1 -- Reference Trust Agreement including certain amendments to the
Trust Indenture and Agreement referred to under Exhibit 99.1.1.1
below.
99.1.1.1 -- Form of Trust Indenture and Agreement (filed as Exhibit 1.1.1 to
Amendment No. 2 to Form S-6 Registration Statement No. 33-45561
of Equity Securities Trust, Series 1, Signature Series, Gabelli
Communications Income Trust on June 3, 1992 and incorporated
herein by reference).
*99.1.1.2 -- Amendment to Trust Indentures and Agreements.
*99.1.3.4 -- Certificate of Formation of Reich & Tang Distributors L.P., as
amended.
99.1.4 -- Form of Agreement Among Underwriters (filed as Exhibit 1.4 to
Amendment No. 1 to Form S-6 Registration Statement No. 33-28384
of Insured Municipal Securities Trust, 47th Discount Series and
Series 20 on June 16, 1989 and incorporated herein by reference).
*99.2.1 -- Form of Certificate.
*99.3.1 -- Opinion of Battle Fowler LLP as to the legality of the securities
being registered, including their consent to the filing thereof
and to the use of their name under the headings 'Tax Status' and
'Legal Opinions' in the Prospectus, and to the filing of their
opinion regarding tax status of the Trust.
*99.6.0 -- Power of Attorney of Reich & Tang Distributors L.P., the
Depositor, by its officers and a majority of its Directors.
</TABLE>
------------------
* To be filed by amendment.
II-1
<PAGE>
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.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
EQUITY SECURITIES TRUST, SERIES 6, SIGNATURE SERIES, GABELLI ENTERTAINMENT AND
MEDIA TRUST HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, HEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK AND
STATE OF NEW YORK ON THE 13TH DAY OF SEPTEMBER, 1995.
EQUITY SECURITIES TRUST, SERIES 6,
SIGNATURE SERIES, GABELLI
ENTERTAINMENT AND MEDIA TRUST
(Registrant)
REICH & TANG DISTRIBUTORS L.P.
(Depositor)
By: Reich & Tang Asset Management, Inc.
By /s/ Lorraine C. Hylsler
-----------------------------------
(Authorized Signator)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS, WHO
CONSTITUTE THE PRINCIPAL OFFICERS AND A MAJORITY OF THE DIRECTORS OF REICH &
TANG ASSET MANAGEMENT, INC., GENERAL PARTNER OF REICH & TANG DISTRIBUTORS L.P.,
THE DEPOSITOR, IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
NAME TITLE DATE
--------------------- ----------------------------- --------------------------
<S> <C> <C>
PETER S. VOSS President, Chief Executive )
Officer and Director )
)
G. NEAL RYLAND Executive Vice President, ) September , 1995
Treasurer and Chief )
Financial Officer )
)
)
EDWARD N. WADSWORTH Clerk )
)
)
RICHARD E. SMITH III Director )
)
)
STEVEN W. DUFF Director ) By /s/ Lorraine C. Hylsler
) -----------------------
) Attorney-in-Fact*
)
BERNADETTE N. FINN Vice President )
)
)
LORRAINE C. HYLSLER Secretary )
RICHARD DE SANCTIS Vice President and Treasurer
</TABLE>
------------
* An executed copy of the power of attorney is filed herewith.
II-2
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Sponsor, Trustee, and Certificateholders
Equity Securities Trust, Series 6, Signature Series,
Gabelli Entertainment and Media Trust:
We hereby consent to the use of our report dated September , 1995
included herein and to the reference to our Firm under the heading 'Independent
Auditors' in the Prospectus.
KPMG PEAT MARWICK LLP
New York, New York
September , 1995
II-3
<PAGE>
CONSENT OF PORTFOLIO CONSULTANT
To Sponsor, Trustee and Certificateholders
Equity Securities Trust, Series 6,
Signature Series, Gabelli Entertainment and Media Trust
We hereby consent to the use of our name included herein and to the
reference to our Firm in the Prospectus.
GABELLI FUNDS, INC.
Rye, N.Y.
September , 1995
II-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Lorraine C. Hysler with full power of substitution, as his true and
lawful attorney and agent to execute in his name and on his behalf, in any and
all capacities, the Registration Statement on Form S-6, and any and all
amendments thereto (including pre-effective amendments) filed by Reich & Tang
Asset Management, Inc., General Partner of Reich & Tang Distributors L.P., as
sponsor of various series of unit investment trusts, with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and under the
Investment Company Act of 1940, as amended, and any and all other instruments
which such attorney and agent deems necessary or advisable to enable the Fund to
comply with the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, the rules, regulations and requirements of the Securities
and Exchange Commission, and the securities or Blue Sky laws of any state or
other jurisdiction; and the undersigned hereby ratifies and confirms as his own
act and deed any and all that such attorney and agent shall do or cause to be
done by virtue hereof.
----------------------------------------
Peter S. Voss
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Lorraine C. Hysler with full power of substitution, as his true and
lawful attorney and agent to execute in his name and on his behalf, in any and
all capacities, the Registration Statement on Form S-6, and any and all
amendments thereto (including pre-effective amendments) filed by Reich & Tang
Asset Management, Inc., General Partner of Reich & Tang Distributors L.P., as
sponsor of various series of unit investment trusts, with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and under the
Investment Company Act of 1940, as amended, and any and all other instruments
which such attorney and agent deems necessary or advisable to enable the Fund to
comply with the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, the rules, regulations and requirements of the Securities
and Exchange Commission, and the securities or Blue Sky laws of any state or
other jurisdiction; and the undersigned hereby ratifies and confirms as his own
act and deed any and all that such attorney and agent shall do or cause to be
done by virtue hereof.
----------------------------------------
G. Neal Ryland
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Lorraine C. Hysler with full power of substitution, as his true and
lawful attorney and agent to execute in his name and on his behalf, in any and
all capacities, the Registration Statement on Form S-6, and any and all
amendments thereto (including pre-effective amendments) filed by Reich & Tang
Asset Management, Inc., General Partner of Reich & Tang Distributors L.P., as
sponsor of various series of unit investment trusts, with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and under the
Investment Company Act of 1940, as amended, and any and all other instruments
which such attorney and agent deems necessary or advisable to enable the Fund to
comply with the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, the rules, regulations and requirements of the Securities
and Exchange Commission, and the securities or Blue Sky laws of any state or
other jurisdiction; and the undersigned hereby ratifies and confirms as his own
act and deed any and all that such attorney and agent shall do or cause to be
done by virtue hereof.
----------------------------------------
Richard E. Smith III
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Lorraine C. Hysler with full power of substitution, as his true and
lawful attorney and agent to execute in his name and on his behalf, in any and
all capacities, the Registration Statement on Form S-6, and any and all
amendments thereto (including pre-effective amendments) filed by Reich & Tang
Asset Management, Inc., General Partner of Reich & Tang Distributors L.P., as
sponsor of various series of unit investment trusts, with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and under the
Investment Company Act of 1940, as amended, and any and all other instruments
which such attorney and agent deems necessary or advisable to enable the Fund to
comply with the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, the rules, regulations and requirements of the Securities
and Exchange Commission, and the securities or Blue Sky laws of any state or
other jurisdiction; and the undersigned hereby ratifies and confirms as his own
act and deed any and all that such attorney and agent shall do or cause to be
done by virtue hereof.
----------------------------------------
Steven W. Duff
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Lorraine C. Hysler with full power of substitution, as his true and
lawful attorney and agent to execute in his name and on his behalf, in any and
all capacities, the Registration Statement on Form S-6, and any and all
amendments thereto (including pre-effective amendments) filed by Reich & Tang
Asset Management, Inc., General Partner of Reich & Tang Distributors L.P., as
sponsor of various series of unit investment trusts, with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and under the
Investment Company Act of 1940, as amended, and any and all other instruments
which such attorney and agent deems necessary or advisable to enable the Fund to
comply with the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, the rules, regulations and requirements of the Securities
and Exchange Commission, and the securities or Blue Sky laws of any state or
other jurisdiction; and the undersigned hereby ratifies and confirms as his own
act and deed any and all that such attorney and agent shall do or cause to be
done by virtue hereof.
----------------------------------------
Bernadette N. Finn
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Lorraine C. Hysler with full power of substitution, as his true and
lawful attorney and agent to execute in his name and on his behalf, in any and
all capacities, the Registration Statement on Form S-6, and any and all
amendments thereto (including pre-effective amendments) filed by Reich & Tang
Asset Management, Inc., General Partner of Reich & Tang Distributors L.P., as
sponsor of various series of unit investment trusts, with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and under the
Investment Company Act of 1940, as amended, and any and all other instruments
which such attorney and agent deems necessary or advisable to enable the Fund to
comply with the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, the rules, regulations and requirements of the Securities
and Exchange Commission, and the securities or Blue Sky laws of any state or
other jurisdiction; and the undersigned hereby ratifies and confirms as his own
act and deed any and all that such attorney and agent shall do or cause to be
done by virtue hereof.
----------------------------------------
Richard DeSanctis
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Lorraine C. Hysler with full power of substitution, as his true and
lawful attorney and agent to execute in his name and on his behalf, in any and
all capacities, the Registration Statement on Form S-6, and any and all
amendments thereto (including pre-effective amendments) filed by Reich & Tang
Asset Management, Inc., General Partner of Reich & Tang Distributors L.P., as
sponsor of various series of unit investment trusts, with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and under the
Investment Company Act of 1940, as amended, and any and all other instruments
which such attorney and agent deems necessary or advisable to enable the Fund to
comply with the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, the rules, regulations and requirements of the Securities
and Exchange Commission, and the securities or Blue Sky laws of any state or
other jurisdiction; and the undersigned hereby ratifies and confirms as his own
act and deed any and all that such attorney and agent shall do or cause to be
done by virtue hereof.
----------------------------------------
Edward N. Wadsworth
