SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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: THE FIRST TRUST SPECIAL
SITUATIONS TRUST, SERIES 132
B. Name of Depositor: NIKE SECURITIES L.P.
C. Complete Address of Depositor's 1001 Warrenville Road
Principal Executive Offices: Lisle, Illinois 60532
D. Name and Complete Address of
Agents for Service: NIKE SECURITIES L.P.
Attention: James A. Bowen
Suite 300
1001 Warrenville Road
Lisle, Illinois 60532
E. Title and Amount of
Securities Being Registered: An indefinite number of
Units pursuant to Rule
24f-2 promulgated under
the Investment Company Act
of 1940, as amended.
F. Proposed Maximum Offering
Price to the Public of the
Securities Being Registered: Indefinite.
G. Amount of Filing Fee
(as required by Rule 24f-2): $500.00
H. Approximate Date of Proposed
Sale to the Public: ____ Check if it is
proposed that this filing
will become effective on
_____ at ____ p.m.
pursuant to Rule 487.
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 132
Cross-Reference Sheet
(Form N-8B-2 Items required by Instructions as
to the Prospectus in Form S-6)
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of trust Prospectus front cover
(b) Title of securities issued Summary of Essential
Information
2. Name and address of each Information as to
depositor Sponsor, Trustee and
Evaluator
3. Name and address of Information as to
trustee Sponsor, Trustee and
Evaluator
4. Name and address of Underwriting
principal underwriters
5. State of organization The First Trust Special
of trust Situations Trust
6. Execution and termination The First Trust Special
of trust agreement Situations Trust; Other
Information
7. Changes of name *
8. Fiscal Year *
9. Litigation *
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
10. (a) Registered or bearer Rights of Unit Holders
securities
(b) Cumulative or distributive
securities The First Trust Special
Situations Trust
(c) Redemption Rights of Unit Holders
(d) Conversion, transfer, etc. Rights of Unit Holders
(e) Periodic payment plan
certificates *
(f) Voting rights Rights of Unit Holders;
Other Information
(g) Notice of certificate- Rights of Unit Holders;
holders Other Information
(h) Consents required Rights of Unit Holders;
Other Information
(i) Other provisions The First Trust Special
Situations Trust
11. Types of securities comprising The First Trust Special
units Situations Trust
12. Certain information
regarding periodic payment
plan certificates *
13. (a) Load, fees, expenses, etc. Summary of Essential
Information; Public
Offering; The First Trust
Special Situations Trust
(b) Certain information
regarding periodic payment
plan certificates *
(c) Certain percentages Summary of Essential
Information; The First
Trust Special Situations
Trust; Public Offering
(d) Difference in price offered Public Offering
for any class of transactions
to any class or group of
individuals
(e) Certain other load fees, Rights of Unit Holders
expenses, etc. payable by
holders
(f) Certain profits receivable The First Trust Special
by depositor, principal Situations Trust
underwriters, trustee or
affiliated persons
(g) Ratio of annual charges to
income *
14. Issuance of trust's Rights of Unit Holders
securities
15. Receipt and handling of
payments from purchasers *
16. Acquisition and disposition
of underlying securities The First Trust Special
Situations Trust; Rights
of Unit Holders
17. Withdrawal or redemption The First Trust Special
Situations Trust; Public
Offering; Rights of Unit
Holders
18. (a) Receipt, custody and
disposition of income Rights of Unit Holders
(b) Reinvestment of
distributions Rights of Unit Holders
(c) Reserves or special funds Information as to
Sponsor, Trustee and
Evaluator
(d) Schedule of distributions *
19. Records, accounts and
reports Rights of Unit Holders
20. Certain miscellaneous
provisions of trust
agreement
(a) Amendment Other Information
(b) Termination Other Information
(c) and (d) Trustee, removal and
successor Information as to
Sponsor, Trustee and
Evaluator
(e) and (f) Depositor, removal Information as to
and successor Sponsor, Trustee and
Evaluator
21. Loans to security holders *
22. Limitations on liability The First Trust Special
Situations Trust;
Information as to
Sponsor, Trustee and
Evaluator
23. Bonding arrangements Contents of Registration
Statement
24. Other material provisions
of trust agreement *
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
25. Organization of depositor Information as to
Sponsor, Trustee and
Evaluator
26. Fees received by depositor *
27. Business of depositor Information as to
Sponsor, Trustee and
Evaluator
28. Certain information as to *
officials and affiliated
persons of depositor
29. Voting securities of *
depositor
30. Persons controlling *
depositor
31. Payment by depositor for *
certain services rendered
to trust
32. Payment by depositor for *
certain other services
rendered to trust
33. Remuneration of other *
persons for certain
services rendered to trust
34. Remuneration of other *
persons for certain services
rendered to trust
IV. DISTRIBUTION AND REDEMPTION
35. Distribution of trust's
securities by states Public Offering
36. Suspension of sales of
trust's securities *
37. Revocation of authority
to distribute *
38. (a) Method of distribution Public Offering
(b) Underwriting agreements Public Offering;
Underwriting
(c) Selling agreements Public Offering
39. (a) Organization of principal Information as to
underwriters Sponsor, Trustee and
Evaluator
(b) N.A.S.D. membership of Information as to
principal underwriters Sponsor, Trustee and
Evaluator
40. Certain fee received by See Items 13(a) and 13(e)
principal underwriters
41. (a) Business of principal Information as to
underwriters Sponsor, Trustee and
Evaluator
(b) Branch offices of
principal underwriters *
(c) Salesmen of principal
underwriters *
42. Ownership of trust's
securities by certain
persons *
43. Certain brokerage
commissions received
by principal underwriters *
44. (a) Method of valuation Summary of Essential
Information; The First
Trust Special Situations
Trust; Public Offering
(b) Schedule as to offering
price *
(c) Variation in offering Public Offering
price to certain persons
45. Suspension of redemption
rights *
46. (a) Redemption Valuation Rights of Unit Holders
(b) Schedule as to redemption
price *
47. Maintenance of position Public Offering; Rights
in underlying securities of Unit Holders
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation Information as to
of trustee Sponsor, Trustee and
Evaluator
49. Fees and expenses of trustee The First Trust Special
Situations Trust
50. Trustee's lien The First Trust Special
Situations Trust
VI. INFORMATION CONCERNING THE INSURANCE OF HOLDERS OR
SECURITIES
51. Insurance of holders of *
trust's securities
VII. POLICY OF REGISTRANT
52. (a) Provisions of trust The First Trust Special
agreement with respect Situations Trust; Rights
to selection or elimination of Unit Holders
of underlying securities
(b) Transactions involving
elimination of underlying
securities *
(c) Policy regarding The First Trust Special
substitution or elimination Situations Trust; Rights
of underlying securities of Unit Holders
(d) Fundamental policy not
otherwise covered *
53. Tax status of Trust The First Trust Special
Situations Trust
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during
last ten years *
55. Certain information regarding
periodic payment plan
certificates
56. Certain information regarding
periodic payment plan
certificates
57. Certain information regarding *
periodic payment plan
certificates
58. Certain information regarding
periodic payment plan
certificates
59. Financial statements Report of Independent
(Instruction 1(b) to Auditors; Statement of
Form S-6) Net Assets
__________________________
* Inapplicable, answer negative or not required.
SUBJECT TO COMPLETION, DATED DECEMBER 13, 1995
Health Care & Medical Services Growth Trust, Series 2
The Trust. The First Trust (registered trademark) Special Situations
Trust, Series 132 (the "Trust") is a unit investment trust consisting
of a portfolio containing common stocks issued by health care
and medical services companies.
The objective of the Trust is to provide for potential capital
appreciation by investing the Trust's portfolio in common stocks
issued by health care and medical services companies (the "Equity
Securities"). See "Schedule of Investments." The Trust has a mandatory
termination date ("Mandatory Termination Date" or "Trust Ending
Date") as set forth under "Summary of Essential Information."
There is, of course, no guarantee that the objective of the Trust
will be achieved. Each Unit of the Trust represents an undivided
fractional interest in all the Equity Securities deposited in the Trust.
The Equity Securities deposited in the Trust's portfolio have
no fixed maturity date and the value of these underlying Equity
Securities will fluctuate with changes in the values of stocks
in general. See "Portfolio."
The Sponsor may, from time to time during a period of up to approximately
360 days after the Initial Date of Deposit, deposit additional
Equity Securities in the Trust. Such deposits of additional Equity
Securities will, therefore, be done in such a manner that the
original proportionate relationship amongst the individual issues
of the Equity Securities shall be maintained. Any deposit by the
Sponsor of additional Equity Securities will duplicate, as nearly
as is practicable, the original proportionate relationship established
on the Initial Date of Deposit, and not the actual proportionate
relationship on the subsequent date of deposit, since the actual
proportionate relationship may be different than the original
proportionate relationship. Any such difference may be due to
the sale, redemption or liquidation of any Equity Securities deposited
in the Trust on the Initial, or any subsequent, Date of Deposit.
See "What is the First Trust Special Situations Trust?" and "How
May Equity Securities be Removed from the Trust?"
Public Offering Price. The Public Offering Price per Unit of the
Trust during the initial offering period is equal to the aggregate
underlying value of the Equity Securities in the Trust (generally
determined by the closing sale prices of listed Equity Securities
and the ask prices of over-the-counter traded Equity Securities)
plus or minus a pro rata share of cash, if any, in the Capital
and Income Accounts of the Trust, plus an initial sales charge
equal to the difference between the maximum sales charge of 4.9%
of the Public Offering Price and the maximum remaining deferred
sales charge, initially $0.29 per Unit. Commencing on July 31,
1996, and on the last day of each month thereafter, through
December 31, 1996, a deferred sales charge of $0.0483 will be assessed
per Unit per month. The monthly amount of the deferred sales charge
will accrue on a daily basis from the last day of the month pre-
ceding the deferred sales charge accrued from the time they
became Unit holders of record. Units purchased subsequent to the
initial deferred sales charge payment but still during the
initial offering period will be subject to the initial sales
charge and the remaining deferred sales charge payments not yet
collected. The deferred sales charge will be paid from funds in
the Capital Account, if sufficient, or from the periodic sale
of Equity Securities. The total maximum sales charge assessed
to Unit holders on a per Unit basis will be 4.9% of the Public
Offering Price (equivalent
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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.
Gruntal & Co. Incorporated
The date of this Prospectus is , 1995
Page 1
to 5.0% of the net amount invested) subject to a reduction beginning
, 1997. A pro rata share of accumulated dividends,
if any, in the Income Account is included in the Public Offering
Price. The secondary market Public Offering Price per Unit will
not include deferred payments, but will instead include only a
one-time initial sales charge of 4.4% of the Public Offering Price
(equivalent to 4.603% of the net amount invested) which will be
reduced by 1/2 of 1% on each subsequent
commencing , 1997 to a minimum sales charge
of 2.9%. The minimum amount which an investor may purchase of
the Trust is $1,000 ($250 for IRAs and other retirement plans).
The sales charge is reduced on a graduated scale for sales involving
at least 5,000 Units during the initial offering period. See "How
is the Public Offering Price Determined?"
Estimated Net Annual Distributions. The estimated net annual dividend
distributions to Unit holders (based on the most recent quarterly
or semi-annual ordinary dividend declared with respect to the
Equity Securities in the Trust) on the Initial Date of Deposit
was $ per Unit. The actual net annual dividend distributions
per Unit will vary with changes in fees and expenses of the Trust,
with changes in dividends received and with the sale or liquidation
of Equity Securities; therefore, there is no assurance that the
net annual dividend distributions will be realized in the future.
Dividend and Capital Distributions. Distributions of dividends
and capital, if any, received by the Trust, net of expenses of
the Trust, will be paid on the Distribution Date to Unit holders
of record on the Record Date as set forth in the "Summary of Essential
Information." Distributions of funds in the Capital Account, if
any, will be made at least annually in December of each year.
Any distribution of income and/or capital will be net of the expenses
of the Trust. See "What is the Federal Tax Status of Unit Holders?"
Additionally, upon termination of the Trust, the Trustee will
distribute, upon surrender of Units for redemption, to each Unit
holder his pro rata share of the Trust's assets, less expenses,
in the manner set forth under "Rights of Unit Holders-How are
Income and Capital Distributed?"
Secondary Market for Units. After the initial offering period,
while under no obligation to do so, the Sponsor intends to maintain
a market for Units of the Trust and offer to repurchase such Units
at prices which are based on the aggregate underlying value of
Equity Securities in the Trust (generally determined by the closing
sale prices of listed Equity Securities and the bid prices of
over-the-counter traded Equity Securities) plus or minus cash,
if any, in the Capital and Income Accounts of the Trust. If a
secondary market is maintained during the initial offering period,
the prices at which Units will be repurchased will also be based
upon the aggregate underlying value of the Equity Securities in
the Trust (generally determined by the closing sale prices of
listed Equity Securities and the ask prices of over-the-counter
traded Equity Securities) plus or minus cash, if any, in the Capital
and Income Accounts of the Trust. If a secondary market is not
maintained, a Unit holder may redeem Units through redemption
at prices based upon the aggregate underlying value of the Equity
Securities in the Trust (generally determined by the closing sale
prices of listed Equity Securities and the bid prices of over-the-counter
traded Equity Securities) plus or minus a pro rata share of cash,
if any, in the Capital and Income Accounts of the Trust. Units
subject to a deferred sales charge which are sold or tendered
for redemption prior to such time as the entire deferred sales
charge on such Units has been collected will be assessed the amount
of the remaining deferred sales charge at the time of sale or
redemption. A Unit holder tendering 2,500 Units or more for redemption
may request a distribution of shares of Equity Securities (reduced
by customary transfer and registration charges) in lieu of payment
in cash. See "How May Units be Redeemed?"
Termination. Commencing on the Mandatory Termination Date, Equity
Securities will begin to be sold in connection with the termination
of the Trust. The Sponsor will determine the manner, timing and
execution of the sale of the Equity Securities. Written notice
of any termination of the Trust specifying the time or times at
which Unit holders may surrender their certificates for cancellation
shall be given by the Trustee to each Unit holder at his address
appearing on the registration books of the Trust maintained by
the Trustee. At least 60 days prior to the Mandatory Termination
Date of the Trust, the Trustee will provide written notice thereof
to all Unit holders and will include with such notice a form to
enable Unit holders to elect a distribution of shares of Equity
Securities (reduced by customary transfer and registration charges)
if such Unit holder owns
Page 2
at least 2,500 Units of the Trust, rather than to receive payment
in cash for such Unit holder's pro rata share of the amounts realized
upon the disposition by the Trustee of Equity Securities. To be
effective, the election form, together with surrendered certificates
and other documentation required by the Trustee, must be returned
to the Trustee at least five business days prior to the Mandatory
Termination Date of the Trust. Unit holders not electing a distribution
of shares of Equity Securities will receive a cash distribution
within a reasonable time after the Trust is terminated. See "Rights
of Unit Holders-How are Income and Capital Distributed?"
Reinvestment Option. Unit holders have the opportunity to have
their distributions reinvested into additional Units of the Trust
subject only to the remaining deferred sales charge payments,
if any, as described herein. Any distributions reinvested into
additional Units of the Trust during the initial offering period
will be subject to the remaining deferred sales charge. The reinvestment
option will be subject to availability of Units and the Sponsor
may suspend or terminate the reinvestment option at any time.
See "Rights of Unit Holders-Distribution Reinvestment Option."
Risk Factors. An investment in the Trust should be made with an
understanding of the risks associated therewith, including, among
other factors, the possible deterioration of either the financial
condition of the issuers of the Equity Securities or the general
condition of the stock market, changes in interest rates or an
economic recession. The Trust's portfolio is not managed and Equity
Securities will not be sold by the Trust regardless of market
fluctuations, although some Equity Securities may be sold under
certain limited circumstances. See "What are Equity Securities?-Risk
Factors."
Page 3
Summary of Essential Information
At the Opening of Business on the Initial Date of Deposit
of the Equity Securities- , 1995
Underwriter: Gruntal & Co., Incorporated
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank (National Association)
Evaluator: FT Evaluators L.P.
<TABLE>
<CAPTION>
General Information
<S> <C>
Initial Number of Units
Fractional Undivided Interest in the Trust per Unit 1/
Public Offering Price:
Aggregate Offering Price Evaluation of Equity
Securities in Portfolio (1) $
Aggregate Offering Price Evaluation of Equity
Securities per Unit $
Maximum Sales Charge of 4.9% of the Public Offering Price
per Unit (5.0% of the net amount invested) $
Less Deferred Sales Charge per Unit $( )
Public Offering Price per Unit (2) $
Sponsor's Initial Repurchase Price per Unit $
Redemption Price per Unit (based on aggregate underlying
value of Equity Securities less the deferred sales charge) (3) $
</TABLE>
CUSIP Number
First Settlement Date , 1996
Mandatory Termination Date January 18, 2000
Discretionary Liquidation Amount The Trust may be terminated
if the value thereof is less
than the lower of $2,000,000 or
20% of the total value of Equity
Securities deposited in the Trust
during the primary offering period.
Trustee's Annual Fee $ per Unit outstanding.
Evaluator's Annual Fee $ per Unit outstanding,
payable to an affiliate of the Spon-
sor. Evaluations for purposes of sale,
purchase or redemption of Units are
made as of the close of trading (4:00
p.m. Eastern time) on the New
York Stock Exchange on each day on
which it is open.
Supervisory Fee (4) Maximum of $ per Unit out-
standing annually payable to an
affiliate of the Sponsor.
Estimated Organizational and Offering
Expenses (5) $ per Unit.
Income Distribution Record Date Fifteenth day of each June and
December commencing , 1996.
Income Distribution Date (6) Last day of each June and December
commencing , 1996.
[FN]
- ----------------
(1) Each Equity Security listed on a national securities exchange
or the NASDAQ National Market System is valued at the last closing
sale price, or if no such price exists or if the Equity Security
is not so listed, at the closing ask price thereof.
(2) The maximum sales charge consists of an initial sales charge
and a deferred sales charge. The initial sales charge applies
to all Units and represents an amount equal to the difference
between the maximum sales charge for the Trust of 4.9% of the
Public Offering Price and the amount of the maximum remaining
deferred sales charge (initially $0.29 per Unit). Subsequent to
the initial date of deposit, the amount of the initial sales charge
will vary with changes in the aggregate underlying value of the
Equity Securities underlying the Trust. In addition to the initial
sales charge, Unit holders will pay a deferred sales charge of
$0.0483 per Unit per month commencing July 31, 1996 and on the
last day of each month thereafter through December 31, 1996.
During the initial offering period, Units purchased subsequent
to the initial deferred sales charge payment will be subject to
the initial sales charge and the remaining deferred sales charge
payments not yet collected. These deferred sales charge payments
will be paid from funds in the Capital Account, if sufficient,
or from the periodic sale of Equity Securities. See "Fee Table"
and "Public Offering" for additional information. Commencing on
, 1997, the secondary market sales
charge will not include deferred payments but will instead include
only a one-time initial sales charge of 4.4% of the Public Offering
Price and will decrease by .5 to 1% on each subsequent
commencing , 1998 to a minimum
sales charge of 2.9% as described under "Public Offering." On
the Initial Date of Deposit there will be no accumulated dividends
in the Income Account. Anyone ordering Units after such date will
pay a pro rata share of any accumulated dividends in such Income
Account. The Public Offering Price as shown reflects the value
of the Equity Securities at the opening of business on the Initial
Date of Deposit and establishes the original proportionate relationship
amongst the individual securities. No sales to investors will
be executed at this price. Additional Equity Securities will be
deposited during the day of the Initial Date of Deposit which
will be valued as of 4:00 p.m. Eastern time and sold to investors
at a Public Offering Price per Unit based on this valuation.
(3) See "How May Units be Redeemed?"
(4) In addition, the Sponsor will be reimbursed for bookkeeping
and other administrative expenses currently at a maximum annual
rate of $ per Unit.
(5) The Trust (and therefore Unit holders) will bear all or
a portion of its organizational and offering costs (including
costs of preparing the registration statement, the trust indenture
and other closing documents, registering Units with the Securities
and Exchange Commission and states, the initial audit of the Trust
portfolio, legal fees and the initial fees and expenses of the
Trustee but not including the expenses incurred in the printing
of preliminary and final prospectuses, and expenses incurred in
the preparation and printing of brochures and other advertising
materials and any other selling expenses) as is common for mutual
funds. Total organizational and offering expenses will be charged
off over a period not to exceed five years. See "What are the
Expenses and Charges?" and "Statement of Net Assets." Historically,
the sponsors of unit investment trusts have paid all the costs
of establishing such trusts.
(6) Distributions from the Capital Account will be made monthly
payable on the last day of the month to Unit holders of record
on the fifteenth day of such month if the amount available for
distribution equals at least $0.01 per Unit. Notwithstanding,
distributions of funds in the Capital Account, if any, will be
made in December of each year.
Page 4
FEE TABLE
This Fee Table is intended to help you to understand the costs
and expenses that you will bear directly or indirectly. See "Public
Offering" and "What are the Expenses and Charges?" Although the
Trust has a term of four years and is a unit investment trust
rather than a mutual fund, this information is presented to permit
a comparison of fees.
<TABLE>
<CAPTION>
Amount
per Unit
________
<S> <C> <C>
Unit holder Transaction Expenses
Initial sales charge imposed on purchase
(as a percentage of offering price) 2.00%(a) $ 0.20
Deferred sales charge
(as a percentage of original purchase price) 2.90%(b) 0.29
________ ________
4.90% 0.49
======== ========
Maximum Sales Charge imposed on
Reinvested Dividends 2.90%(c) 0.29
Estimated Annual Fund Operating Expenses
(as a percentage of average net assets)
Trustee's fee % $
Portfolio supervision, bookkeeping, administrative
and evaluation fees %
Other operating expenses %
________ ________
Total $
======== ========
</TABLE>
<TABLE>
<CAPTION>
Example
_______
Cumulative Expenses Paid for Period:
1 Year 3 Years 5 Years 10 Years
______ _______ _______ ________
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a
$1,000 investment, assuming the Health Care & Medical
Services Growth Trust, Series 2 estimated operating
expense ratio of % and a 5% annual return on the
investment throughout the periods $ $ $ $
</TABLE>
The example assumes reinvestment of all dividends and distributions
and utilizes a 5% annual rate of return as mandated by Securities
and Exchange Commission regulations applicable to mutual funds.
For purposes of the example, the deferred sales charge imposed
on reinvestment of dividends is not reflected until the year following
payment of the dividend; the cumulative expenses would be higher
if sales charges on reinvested dividends were reflected in the
year of reinvestment. The example should not be considered a representation
of past or future expenses or annual rate of return; the actual
expenses and annual rate of return may be more or less than those
assumed for purposes of the example.
[FN]
_____________________
(a) The Initial Sales Charge is actually the difference between
the maximum total sales charge of 4.90% and the maximum remaining
deferred sales charge (initially $0.29 per Unit) and would exceed
2.00% if the Public Offering Price exceeds $10.00 per Unit.
(b) The actual fee is $0.0483 per month per Unit, irrespective
of purchase or redemption price deducted monthly commencing
July 31, 1996 through December 31, 1996. If a Unit holder sells or
redeems Units before all of these deductions have been made, the
balance of the deferred sales charge payments remaining will be
deducted from the sales or redemption proceeds. If the Unit price
exceeds $10.00 per Unit, the deferred sales charge will be less
than 2.90%. Units purchased subsequent to the initial deferred
sales charge payment will also be subject to the remaining
deferred sales charge payments.
(c) During the initial offering period, Reinvested Dividends
will be subject to the deferred sales charge remaining at
the time of reinvestment. Subsequent to the initial offering period,
reinvested dividends will be utilized to purchase Units of the
Trust at net asset value. The reinvestment option will be subject
to availability of Units and may be suspended or terminated by the
Sponsor at any time. See "How are Income and Capital Distributed?"
Page 5
Health Care & Medical Services Growth Trust, Series 2
The First Trust Special Situations Trust, Series 132
What is The First Trust Special Situations Trust?
The First Trust Special Situations Trust, Series 132 is one of
a series of investment companies created by the Sponsor under
the name of The First Trust Special Situations Trust, all of which
are generally similar but each of which is separate and is designated
by a different series number (the "Trust"). This Series consists
of an underlying separate unit investment trust designated as:
Health Care & Medical Services Growth Trust, Series 2. The Trust
was created under the laws of the State of New York pursuant to
a Trust Agreement (the "Indenture"), dated the Initial Date of
Deposit, with Nike Securities L.P. as Sponsor, The Chase Manhattan
Bank (National Association) as Trustee, First Trust Advisors L.P.
as Portfolio Supervisor and FT Evaluators L.P. as Evaluator.
On the Initial Date of Deposit, the Sponsor deposited with the
Trustee confirmations of contracts for the purchase of common
stocks issued by health care and medical services companies together
with an irrevocable letter or letters of credit of a financial
institution in an amount at least equal to the purchase price
of such securities. In exchange for the deposit of securities
or contracts to purchase securities in the Trust, the Trustee
delivered to the Sponsor documents evidencing the entire ownership
of the Trust.
The objective of the Trust is to provide for potential capital
appreciation through an investment in equity securities issued
by health care and medical services companies (the "Equity Securities")
which, in the Underwriter's opinion, represent rapidly growing
companies at value prices. There is, however, no guarantee that
the Trust's objective will be achieved.
With the deposit of the Equity Securities on the Initial Date
of Deposit, the Sponsor established a percentage relationship
between the amounts of Equity Securities in the Trust's portfolio.
From time to time following the Initial Date of Deposit, the Sponsor,
pursuant to the Indenture, may deposit additional Equity Securities
in the Trust and Units may be continuously offered for sale to
the public by means of this Prospectus, resulting in a potential
increase in the outstanding number of Units of the Trust. Any
deposit by the Sponsor of additional Equity Securities will duplicate,
as nearly as is practicable, the original proportionate relationship
and not the actual proportionate relationship on the subsequent
date of deposit, since the actual proportionate relationship may
be different than the original proportionate relationship. Any
such difference may be due to the sale, redemption or liquidation
of any of the Equity Securities deposited in the Trust on the
Initial, or any subsequent, Date of Deposit. See "How May Equity
Securities be Removed from the Trust?" The original percentage
relationship of each Equity Security to the Trust is set forth
herein under "Schedule of Investments." Since the prices of the
underlying Equity Securities will fluctuate daily, the ratio,
on a market value basis, will also change daily. The portion of
Equity Securities represented by each Unit will not change as
a result of the deposit of additional Equity Securities in the Trust.
On the Initial Date of Deposit, each Unit of the Trust represented
the undivided fractional interest in the Equity Securities deposited
in the Trust set forth under "Summary of Essential Information."
To the extent that Units of the Trust are redeemed, the aggregate
value of the Equity Securities in the Trust will be reduced and
the undivided fractional interest represented by each outstanding
Unit of the Trust will increase. However, if additional Units
are issued by the Trust in connection with the deposit of additional
Equity Securities by the Sponsor, the aggregate value of the Equity
Securities in the Trust will be increased by amounts allocable
to additional Units, and the fractional undivided interest represented
by each Unit of the Trust will be decreased proportionately. See
"How May Units be Redeemed?" The Trust has a Mandatory Termination
Date as set forth herein under "Summary of Essential Information."
What are the Expenses and Charges?
With the exception of bookkeeping and other administrative services
provided to each Trust, for which the Sponsor will be reimbursed
in amounts as set forth under "Summary of Essential Information,"
the Sponsor will not receive any fees in connection with its activities
relating to the Trust. However, First Trust Advisors L.P., an
affiliate of the Sponsor, will receive an annual supervisory fee,
which is not to exceed the amount
Page 6
set forth under "Summary of Essential Information," for providing
portfolio supervisory services for the Trust. Such fee is based
on the number of Units outstanding in the Trust on January 1 of
each year except for the year or years in which an initial offering
period occurs in which case the fee for a month is based on the
number of Units outstanding at the end of such month. The fee
may exceed the actual costs of providing such supervisory services
for this Trust, but at no time will the total amount received
for portfolio supervisory services rendered to unit investment
trusts of which Nike Securities L.P. is the Sponsor in any calendar
year exceed the aggregate cost to First Trust Advisors L.P. of
supplying such services in such year.
Subsequent to the initial offering period, the Evaluator, an affiliate
of the Sponsor, will receive a fee as indicated in the "Summary
of Essential Information." The fee may exceed the actual costs
of providing such evaluation services for the Trust, but at no
time will the total amount received for evaluation services rendered
to unit investment trusts of which Nike Securities L.P. is the
Sponsor in any calendar year exceed the aggregate cost to FT Evaluators
L.P. of supplying such services in such year. The Trustee pays
certain expenses of the Trust for which it is reimbursed by the
Trust. The Trustee will receive for its ordinary recurring services
to the Trust an annual fee computed at $ per annum per
Unit in the Trust outstanding based upon the largest aggregate
number of Units of the Trust outstanding at any time during the
year. For a discussion of the services performed by the Trustee
pursuant to its obligations under the Indenture, reference is
made to the material set forth under "Rights of Unit Holders."
The Trustee's and Evaluator's fees are payable from the Income
Account of the Trust to the extent funds are available and then
from the Capital Account of the Trust. Since the Trustee has the
use of the funds being held in the Capital and Income Accounts
for payment of expenses and redemptions and since such Accounts
are noninterest-bearing to Unit holders, the Trustee benefits
thereby. Part of the Trustee's compensation for its services to
the Trust is expected to result from the use of these funds. Both
fees may be increased without approval of the Unit holders by
amounts not exceeding proportionate increases under the category
"All Services Less Rent of Shelter" in the Consumer Price Index
published by the United States Department of Labor.
Expenses incurred in establishing the Trust, including costs of
preparing the registration statement, the trust indenture and
other closing documents, registering Units with the Securities
and Exchange Commission and states, the initial audit of the Trust
portfolio and the initial fees and expenses of the Trustee and
any other out-of-pocket expenses, will be paid by the Trust and
charged off over a period not to exceed five years. The following
additional charges are or may be incurred by the Trust: all legal
and annual auditing expenses of the Trustee incurred by or in
connection with its responsibilities under the Indenture; the
expenses and costs of any action undertaken by the Trustee to
protect the Trust and the rights and interests of the Unit holders;
fees of the Trustee for any extraordinary services performed under
the Indenture; indemnification of the Trustee for any loss, liability
or expense incurred by it without 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 loss, liability or expense incurred without
gross negligence, bad faith or willful misconduct in acting as
Depositor of the Trust; all taxes and other government charges
imposed upon the Securities or any part of the Trust (no such
taxes or charges are being levied or made or, to the knowledge
of the Sponsor, contemplated). The above expenses and the Trustee's
annual fee, when paid or owing to the Trustee, are secured by
a lien on the Trust. In addition, the Trustee is empowered to
sell Equity Securities in the Trust in order to make funds available
to pay all these amounts if funds are not otherwise available
in the Income and Capital Accounts of the Trust. Since the Equity
Securities are all common stocks and the income stream produced
by dividend payments is unpredictable, the Sponsor cannot provide
any assurance that dividends will be sufficient to meet any or
all expenses of the Trust. As described above, if dividends are
insufficient to cover expenses, it is likely that Equity Securities
will have to be sold to meet Trust expenses. These sales may result
in capital gains or losses to Unit holders. See "What is the Federal
Tax Status of Unit Holders?"
The Indenture requires the Trust to be audited on an annual basis
at the expense of the Trust by independent auditors selected by
the Sponsor. So long as the Sponsor is making a secondary market for the
Page 7
Units, the Sponsor is required to bear the cost of such annual
audits to the extent such cost exceeds $0.0050 per Unit. Unit
holders of the Trust covered by an audit may obtain a copy of
the audited financial statements upon request.
What is the Federal Tax Status of Unit Holders?
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 (the "Code"). Unit holders 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 the Trust.
In the opinion of Chapman and Cutler, special counsel for the
Sponsor, under existing law:
1. The Trust is not an association taxable as a corporation for
Federal income tax purposes; each Unit holder will be treated
as the owner of a pro rata portion of each of the assets of the
Trust under the Code; and the income of the Trust will be treated
as income of the Unit holders thereof under the Code. Each Unit
holder will be considered to have received his pro rata share
of the income derived from each Equity Security when such income
is considered to be received by the Trust.
2. Each Unit holder will have a taxable event when the Trust
disposes of an Equity Security (whether by sale, exchange, liquidation,
redemption, or otherwise) or upon the sale or redemption of Units
by such Unit holder. The price a Unit holder pays for his Units
is allocated among his pro rata portion of each Equity Security
held by the Trust (in proportion to the fair market values thereof
on the date the Unit holder purchases his Units) in order to determine
his tax basis for his pro rata portion of each Equity Security
held by the Trust. For Federal income tax purposes, a Unit holder's
pro rata portion of dividends, as defined by Section 316 of the
Code, paid by a corporation with respect to an Equity Security
held by the Trust is taxable as ordinary income to the extent
of such corporation's current and accumulated "earnings and profits."
A Unit holder's pro rata portion of dividends paid on such Equity
Security which exceed such current and accumulated earnings and
profits will first reduce a Unit holder's tax basis in such Equity
Security, and to the extent that such dividends exceed a Unit
holder's tax basis in such Equity Security shall generally be
treated as capital gain. In general, any such capital gain will
be short-term unless a Unit holder has held his Units for more
than one year.
3. A Unit holder's portion of gain, if any, upon the sale or
redemption of Units or the disposition of Equity Securities held
by the Trust will generally be considered a capital gain except
in the case of a dealer and will be long-term if the Unit holder
has held his Units for more than one year (the date on which the
Units are acquired (i.e., the trade date) is excluded for purposes
of determining whether the Units have been held for more than
one year). A Unit holder's portion of loss, if any, upon the sale
or redemption of Units or the disposition of Equity Securities
held by the Trust will generally be considered a capital loss
(except in the case of a dealer) and, in general, will be long-term
if the Unit holder has held his Units for more than one year.
Unit holders should consult their tax advisers regarding the recognition
of such capital gains and losses for Federal income tax purposes.
4. Generally, the tax basis of a Unit holder includes sales charges,
and such charges are not deductible. A portion of the sales charge
for the Trust may be deferred. It is possible that for federal
income tax purposes a portion of the deferred sales charge may
be treated as interest which would be deductible by a Unit holder
subject to limitations on the deduction of investment interest.
In such case, the non-interest portion of the Deferred Sales Charge
would be added to the Unit holder's tax basis in his or her Units.
The deferred sales charge could cause the Unit holder's Units
to be considered to be debt-financed under Section 246A of the
Code which would result in a small reduction of the dividends-received
deduction. In any case, the income (or proceeds from redemption)
a Unit holder must take into account for federal income tax purposes
is not reduced by amounts deducted to pay the Deferred Sales Charge.
Unit holders should consult their own tax advisers as to the income
tax consequences of the deferred sales charge.
Page 8
Dividends Received Deduction. A Unit holder will be considered
to have received all of the dividends paid on his pro rata portion
of each Equity Security when such dividends are received by the
Trust regardless of whether such dividends are used to pay a portion
of the deferred sales charge. Unit holders will be taxed in this
manner regardless of whether such distributions from the Trust
are actually received by the Unit holder.
A corporation that owns Units will generally be entitled to a
70% dividends received deduction with respect to such Unit holder's
pro rata portion of dividends received by the Trust (to the extent
such dividends are taxable as ordinary income, as discussed above)
in the same manner as if such corporation directly owned the Equity
Securities paying such dividends (other than corporate Unit holders,
such as "S" corporations, which are not eligible for the deduction
because of their special characteristics and other than for purposes
of special taxes such as the accumulated earnings tax and the
personal holding corporation tax). However, a corporation owning
Units should be aware that Sections 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). Final regulations have been recently issued which address
special rules that must be considered in determining whether the
46-day holding requirement is met. Moreover, the allowable percentage
of the deduction will be reduced from 70% if a corporate Unit
holder owns certain stock (or Units) the financing of which is
directly attributable to indebtedness incurred by such corporation.
It should be noted that various legislative proposals that would
affect the dividends received deduction have been introduced.
Unit holders should consult with their tax advisers with respect
to the limitations on and possible modifications to the dividends
received deduction.
Limitations on Deductibility of Trust Expenses by Unit holders.
Each Unit holder's pro rata share of each expense paid by the
Trust is deductible by the Unit holder to the same extent as though
the expense had been paid directly by such Unit holder. It should
be noted that as a result of the Tax Reform Act of 1986, certain
miscellaneous itemized deductions, such as investment expenses,
tax return preparation fees and employee business expenses will
be deductible by an individual only to the extent they exceed
2% of such individual's adjusted gross income. Unit holders may
be required to treat some or all of the expenses of the Trust
as miscellaneous itemized deductions subject to this limitation.
Recognition of Taxable Gain or Loss Upon Disposition of Securities
by the Trust or Disposition of Units. As discussed above, a Unit
holder may recognize taxable gain (or loss) when an Equity Security
is disposed of by the Trust or if the Unit holder disposes of
a Unit. For taxpayers other than corporations, net capital gains
are subject to a maximum stated marginal tax rate of 28%. However,
it should be noted that legislative proposals are introduced from
time to time that affect tax rates and could affect relative differences
at which ordinary income and capital gains are taxed.
The Revenue Reconciliation Act of 1993 (the "Tax Act") raised
tax rates on ordinary income while capital gains remain subject
to a 28% maximum stated rate for taxpayers other than corporations.
Because some or all capital gains are taxed at a comparatively
lower rate under the Tax Act, the Tax Act includes a provision
that recharacterizes capital gains as ordinary income in the case
of certain financial transactions that are "conversion transactions"
effective for transactions entered into after April 30, 1993.
Unit holders and prospective investors should consult with their
tax advisers regarding the potential effect of this provision
on their investment in Units.
If the Unit holder disposes of a Unit, he is deemed thereby to
have disposed of his entire pro rata interest in all assets of
the Trust involved including his pro rata portion of all the Equity
Securities represented by the Unit.
Special Tax Consequences of In-Kind Distributions Upon Redemption
of Units or Termination of the Trust. As discussed in "Rights
of Unit Holders-How are Income and Capital Distributed?", under
certain circumstances a Unit holder who owns at least 2,500 Units
may request an In-Kind Distribution upon the redemption of Units
or the termination of the Trust. The Unit holder requesting an
In-Kind Distribution will be
Page 9
liable for expenses related thereto (the "Distribution Expenses")
and the amount of such In-Kind Distribution will be reduced by
the amount of the Distribution Expenses. See "Rights of Unit Holders-
How are Income and Capital Distributed?" As previously discussed,
prior to the redemption of Units or the termination of the Trust,
a Unit holder is considered as owning a pro rata portion of each
of the Trust assets for Federal income tax purposes. The receipt
of an In-Kind Distribution will result in a Unit holder receiving
an undivided interest in whole shares of stock plus, possibly, cash.
The potential tax consequences that may occur under an In-Kind
Distribution will depend on whether or not a Unit holder receives
cash in addition to Equity Securities. An "Equity Security" for
this purpose is a particular class of stock issued by a particular
corporation. A Unit holder will not recognize gain or loss if
a Unit holder only receives Equity Securities in exchange for
his or her pro rata portion in the Equity Securities held by the
Trust. However, if a Unit holder also receives cash in exchange
for a fractional share of an Equity Security held by the Trust,
such Unit holder will generally recognize gain or loss based upon
the difference between the amount of cash received by the Unit
holder and his tax basis in such fractional share of an Equity
Security held by the Trust.
Because the Trust will own many Equity Securities, a Unit holder
who requests an In-Kind Distribution will have to analyze the
tax consequences with respect to each Equity Security owned by
the Trust. The amount of taxable gain (or loss) recognized upon
such exchange will generally equal the sum of the gain (or loss)
recognized under the rules described above by such Unit holder
with respect to each Equity Security owned by the Trust. Unit
holders who request an In-Kind Distribution are advised to consult
their tax advisers in this regard.
Computation of the Unit holder's Tax Basis. Initially, a Unit
holder's tax basis in his Units will generally equal the price
paid by such Unit holder for his Units. The cost of the Units
is allocated among the Equity Securities held in the Trust in
accordance with the proportion of the fair market values of such
Equity Securities as of the valuation date nearest the date the
Units are purchased in order to determine such Unit holder's tax
basis for his pro rata portion of each Equity Security.
A Unit holder's tax basis in his Units and his pro rata portion
of an Equity Security held by the Trust will be reduced to the
extent dividends paid with respect to such Equity Security are
received by the Trust which are not taxable as ordinary income
as described above.
General. Each Unit holder will be requested to provide the Unit
holder's taxpayer identification number to the Trustee and to
certify that the Unit holder has not been notified that payments
to the Unit holder are subject to back-up withholding. If the
proper taxpayer identification number and appropriate certification
are not provided when requested, distributions by the Trust to
such Unit holder (including amounts received upon the redemption
of Units) will be subject to back-up withholding. Distributions
by the Trust will generally be subject to United States income
taxation and withholding in the case of Units held by non-resident
alien individuals, foreign corporations or other non-United States
persons. Such persons should consult their tax advisers.
Unit holders will be notified annually of the amounts of income
dividends includable in the Unit holder's gross income and amounts
of Trust expenses which may be claimed as itemized deductions.
Unit holders desiring to purchase Units for tax-deferred plans
and IRAs should consult their broker for details on establishing
such accounts. Units may also be purchased by persons who already
have self-directed plans established. See "Why are Investments
in the Trust Suitable for Retirement Plans?"
The foregoing discussion relates only to United States Federal
income taxation of Unit holders; Unit holders may be subject to
state and local taxation in other jurisdictions. Unit holders
should consult their tax advisers regarding potential state or
local taxation with respect to the Units, and foreign investors
should consult their tax advisers with respect to United States
tax consequences of ownership of Units.
In the opinion of Carter, Ledyard & Milburn, Special Counsel to
the Trust for New York tax matters, under the existing income
tax laws of the State of New York, the Trust is not an association
taxable as a corporation and the income of the Trust will be treated
as the income of the Unit holders thereof.
Page 10
Why are Investments in the Trust Suitable for Retirement Plans?
Units of the Trust may be well suited for purchase by Individual
Retirement Accounts, Keogh Plans, pension funds and other tax-deferred
retirement plans. Generally, the Federal income tax relating to
capital gains and income received in each of the foregoing plans
is deferred until distributions are received. Distributions from
such plans are generally treated as ordinary income but may, in
some cases, be eligible for special averaging or tax-deferred
rollover treatment. Investors considering participation in any
such plan should review specific tax laws related thereto and
should consult their attorneys or tax advisers with respect to
the establishment and maintenance of any such plan. Such plans
are offered by brokerage firms and other financial institutions.
Fees and charges with respect to such plans may vary.
PORTFOLIO
What are Equity Securities?
The Trust consists of different issues of Equity Securities issued
by retail companies and are listed on a national securities exchange
or the NASDAQ National Market System or traded in the over-the-counter
market. See "What are the Equity Securities Selected for Health
Care & Medical Services Growth Trust, Series 2?" for a general
description of the companies. The huge and ever-growing fields
of health care and medical services are undergoing major changes
toward managing patient care, medical information systems and
technology applications. The new pressures to deliver higher-quality
care to larger numbers of people at lower competitive costs is
contributing to strong market expansion, as well as spawning emerging
new growth markets. The Trust will invest in both market leaders
and emerging growth sectors that, in the Underwriter's opinion,
are well positioned to benefit from major changes that business
and society are undergoing.
United States expenditures for health care exceeded $1 trillion
last year, and an even greater amount was expended overseas. The
Underwriter believes strong continued growth is fostered by a
combination of three factors:
- - the increasing number of aged people that require ever-greater
medical resource support;
- - improving access to physicians and patient services through
broader benefit coverage; and
- - accelerating pace of scientific discoveries that lead to creating
new markets and serve to improve the quality of life.
There has been a rapid shift in health care delivery, along with
recommendations to alter Medicare. This should serve to encourage
enrollment in managed care plans to bring about the most cost-efficient
treatments, while improving patient outcomes. In the Underwriter's
opinion, these changes will likely result in increased utilization,
greater demand and encourage technological advances-all positive
forces for investment opportunities and the potential for above-average
capital appreciation.
Risk Factors. An investment in Units of the Trust should be made
with an understanding of the problems and risks inherent in the
health care and medical services industry in general. Health care
and medical services companies are companies involved in drug
development and production services. Such companies have potential
risks unique to their sector of the health care field. Such companies
are subject to governmental regulation of their products and services,
a factor which could have a significant and possibly unfavorable
effect on the price and availability of such products or services.
Furthermore, such companies face the risk of increasing competition
from generic drug sales, the termination of their patent protection
for drug products and the risk that technological advances will
render their products or services obsolete. The research and development
costs of bringing a drug to market are substantial and include
lengthy governmental review processes, with no guarantee that
the product will ever come to market. Many of these companies
may have losses and not offer certain products until the late
1990s. Such companies may also have persistent losses during a
new product's transition from development to production, and revenue
patterns may be erratic.
The medical sector has historically provided investors with significant
growth opportunities. One of the industries included in the sector
is health care and medical services companies. Such companies
develop, manufacture
Page 11
and sell prescription and over-the-counter drugs. In addition,
they are well known for the vast amounts of money they spend on
world-class research and development. In short, such companies
work to improve the quality of life for millions of people and
are vital to the nation's health and well-being.
As the population of the United States ages, the companies involved
in the health care and medical services field will continue to
search for and develop new drugs through advanced technologies
and diagnostics. On a worldwide basis, such companies are involved
in the development and distributions of drugs and vaccines. These
activities may make the health care and medical services sector
very attractive for investors seeking the potential for growth
in their investment portfolio. However, there are no assurances
that the Trust's objectives will be met.
Legislative proposals concerning health care are under consideration
by the Clinton Administration. These proposals span a wide range
of topics, including cost and price controls (which might include
a freeze on the prices of prescription drugs), national health
insurance, incentives for competition in the provision of health
care services, tax incentives and penalties related to health
care insurance premiums and promotion of pre-paid health care
plans. The Sponsor is unable to predict the effect of any of these
proposals, if enacted, on the issuers of Equity Securities in the Trust.
The Trust consists of such of the Equity Securities listed under
"Schedule of Investments" as may continue to be held from time
to time in the Trust and any additional Equity Securities acquired
and held by the Trust pursuant to the provisions of the Trust
Agreement together with cash held in the Income and Capital Accounts.
Neither the Sponsor nor the Trustee shall be liable in any way
for any failure in any of the Equity Securities. However, should
any contract for the purchase of any of the Equity Securities
initially deposited hereunder fail, the Sponsor will, unless substantially
all of the moneys held in the Trust to cover such purchase are
reinvested in substitute Equity Securities in accordance with
the Trust Agreement, refund the cash and sales charge attributable
to such failed contract to all Unit holders on the next distribution date.
Because certain of the Equity Securities from time to time may
be sold under certain circumstances described herein, and because
the proceeds from such events will be distributed to Unit holders
and will not be reinvested, no assurance can be given that the
Trust will retain for any length of time its present size and
composition. Although the Portfolio is not managed, the Sponsor
may instruct the Trustee to sell Equity Securities under certain
limited circumstances. Pursuant to the Indenture and with limited
exceptions, the Trustee may sell any securities or other property
acquired in exchange for Equity Securities such as those acquired
in connection with a merger or other transaction. If offered such
new or exchanged securities or property, the Trustee shall reject
the offer. However, in the event such securities or property are
nonetheless acquired by the Trust, they may be accepted for deposit
in the Trust and either sold by the Trustee or held in the Trust
pursuant to the direction of the Sponsor (who may rely on the
advice of the Portfolio Supervisor). See "How May Equity Securities
be Removed from the Trust?" Equity Securities, however, will not
be sold by the Trust to take advantage of market fluctuations
or changes in anticipated rates of appreciation or depreciation.
Whether or not the Equity Securities are listed on a national
securities exchange, the principal trading market for the Equity
Securities may be in the over-the-counter market. As a result,
the existence of a liquid trading market for the Equity Securities
may depend on whether dealers will make a market in the Equity
Securities. There can be no assurance that a market will be made
for any of the Equity Securities, that any market for the Equity
Securities will be maintained or of the liquidity of the Equity
Securities in any markets made. In addition, the Trust may be
restricted under the Investment Company Act of 1940 from selling
Equity Securities to the Sponsor. The price at which the Equity
Securities may be sold to meet redemptions, and the value of the
Trust, will be adversely affected if trading markets for the Equity
Securities are limited or absent.
An investment in Units should be made with an understanding of
the risks which an investment in common stocks entails, including
the risk that the financial condition of the issuers of the Equity
Securities or the general condition of the common stock market
may worsen and the value of the Equity Securities and therefore
Page 12
the value of the Units may decline. Common stocks are especially
susceptible to general stock market movements and to volatile
increases and decreases of 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. Shareholders of common stocks have rights to
receive payments from the issuers of those common stocks that
are generally subordinate to those of creditors of, or holders
of debt obligations or preferred stocks of, such issuers. Shareholders
of common stocks of the type held by the Trust have a right to
receive dividends only when and if, and in the amounts, declared
by the issuer's board of directors and have a right to participate
in amounts available for distribution by the issuer only after
all other claims on the issuer have been paid or provided for.
Common stocks do not represent an obligation of the issuer and,
therefore, do not offer any assurance of income or provide the
same degree of protection of capital as do debt securities. The
issuance of additional debt securities or preferred stock 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
rights of holders of common stock with respect to assets of the
issuer upon liquidation or bankruptcy. The value of common stocks
is subject to market fluctuations for as long as the common stocks
remain outstanding, and thus the value of the Equity Securities
in the Portfolio 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.
Holders of common stocks incur more risk than holders of preferred
stocks and debt obligations because common stockholders, as owners
of the entity, have generally inferior rights to receive payments
from the issuer in comparison with the rights of creditors of,
or holders of debt obligations or preferred stocks issued by,
the issuer. Cumulative preferred stock dividends must be paid
before common stock dividends and any cumulative preferred stock
dividend omitted is added to future dividends payable to the holders
of cumulative preferred stock. Preferred stockholders are also
generally entitled to rights on liquidation which are senior to
those of common stockholders.
Unit holders will be unable to dispose of any of the Equity Securities
in the Portfolio, as such, and will not be able to vote the Equity
Securities. As the holder of the Equity Securities, the Trustee
will have the right to vote all of the voting stocks in the Trust
and will vote such stocks in accordance with the instructions
of the Sponsor.
The Trust's portfolio of Equity Securities was chosen by the Underwriter's
leading pharmaceutical and medical analyst, David Saks. Mr. Saks
will be incorporating his fundamental analysis with judgments
formed during a distinguished career that includes over 30 years
of Wall Street experience. Mr. Saks has an extensive background
in market assessments, financial analysis and stock recommendations
for companies in the specialized fields of pharmaceuticals, biotechnology,
generics and medical services. Investors should be aware that
members of the Underwriter's research department, including Mr.
Saks, are compensated based on brokerage commissions generated
from their research and on the dollar amount of sales of the Trust.
In addition, Mr. Saks may trade the Equity Securities in his personal
account.
What are the Equity Securities Selected for Health Care & Medical
Services Growth Trust, Series 2?
Abbott Laboratories, headquartered in Abbott Park, Illinois, discovers,
develops, manufactures and markets a broad and diversified line
of human health care products and services. The line includes
pharmaceutical and nutritional products and various hospital and
laboratory products, including intravenous and irrigating fluids
and related equipment. Abbott Laboratories also markets diagnostic
tests, including tests for AIDS and drug abuse.
Allergan, Inc., headquartered in Irvine, California, is a global
health care company which develops, manufactures and markets specialty
therapeutic products for eye and skin care and neuromuscular disorders.
Page 13
Baxter International, Inc., headquartered in Deerfield, Illinois,
is a world-wide developer, manufacturer and distributor of a diversified
line of products, including hospital supplies and related medical
equipment, diagnostics, blood therapy and medical specialty devices.
Becton, Dickinson & Company, headquartered in Franklin Lakes,
New Jersey, manufactures and sells a broad line of medical, surgical
and diagnostic products used by hospitals, laboratories, pharmaceutical
companies and medical schools. Becton, Dickinson & Company sells
its products through distributors and directly through its own
sales force to customers in the United States and abroad.
Boston Scientific Corporation, headquartered in Natick, Massachusetts,
develops, produces and markets medical devices worldwide. The
company's product lines are used for cardiology, gastroenterology,
radiology, urology, pulmonary medicine, vascular surgery and cardiovascular
imaging systems. The products are used by physicians to perform
less invasive surgery, reduce costs and decrease trauma to the patient.
Cardinal Health, Inc., headquartered in Dublin, Ohio, is a full-service
wholesaler distributing a broad line of products including pharmaceuticals,
hospital and surgical supplies, and health and beauty aids. These
products are typically sold by retail drug stores, hospitals and
other health care providers.
Columbia/HCA Healthcare Corporation, headquartered in Nashville,
Tennessee, is a healthcare services company that operates general
and acute-care medical services in specialty hospitals in the
United States and abroad. The company also operates diagnostic
centers, cardiac rehabilitation facilities, ambulatory surgery
centers, physical therapy centers, radiation oncology units and
other specialty medical centers.
Cygnus, Inc., headquartered in Redwood City, California, develops
and produces drug delivery and diagnostic systems. The company's
core technologies include mucosal delivery, transdermal delivery
and non-invasive monitoring. Cygnus, Inc.'s primary markets for
these technologies include smoking cessation, contraception, hormone
replacement therapy, glucose monitoring and consumer products.
Diagnostic Products Corporation develops, manufactures and markets
medical immunodiagnostic test kits which are used to obtain rapid
and precise identification and measurement of drugs, hormones,
viruses, bacteria and other substances present in body fluids.
Diagnostic Products Corporation is headquartered in Los Angeles,
California and sells its products to hospitals, clinics and laboratories
domestically and abroad.
HBO & Company, headquartered in Atlanta, Georgia, designs and
markets computerized information systems to the healthcare industry.
The company provides systems including minicomputers, mainframe
computers and software, as well as services to staff, manage and
operate a customer's data processing office, if needed. HBO &
Company markets to healthcare organizations in the United States,
Canada, the United Kingdom, Australia and New Zealand.
Health Management Systems, Inc., headquartered in New York, New
York, provides proprietary data processing and computer software
services to acute care hospitals and government healthcare agencies.
The company assists hospitals in receiving reimbursement for healthcare
services from Medicare, Medicaid and other third-party insurance carriers.
HEALTHSOUTH Corporation, headquartered in Birmingham, Alabama,
offers rehabilitation services for disabled patients through outpatient
and inpatient facilities. The company conducts programs for head
trauma, stroke, orthopedic and neuromuscular disease patients
and those with sports-related injuries. Services include physical
therapy, occupational and respiratory therapy, sports medicine
and speech pathology.
Humana, Inc., headquartered in Louisville, Kentucky, operates
health insurance businesses. The company provides managed healthcare
services through health maintenance organizations (HMOs) and preferred
provider organizations (PPOs). Humana, Inc. markets healthcare
services primarily to employers and other groups, as well as to
medicare-eligible individuals. The company operates health plans
in numerous states.
Page 14
Johnson & Johnson, a large, worldwide firm headquartered in New
Brunswick, New Jersey, manufactures and sells a broad range of
products in the health care and other fields. The company's business
is divided into the consumer, professional and pharmaceutical
segments. Products include contraceptives, therapeutics, veterinary
products, dental products, surgical instruments, dressings and
apparel and nonprescription drugs.
Medtronic, Inc., headquartered in Minneapolis, Minnesota, along
with its subsidiaries, manufactures pacemakers, heart valves (both
tissue and mechanical), neurological stimulation devices, therapeutic
catheters and blood oxygenators. The company markets its products
through hospitals, physicians and other medical institutions in
the United States and abroad.
Oxford Health Plans, Inc., headquartered in Norwalk, Connecticut,
is a managed care company which provides health benefit plans
in the greater New York, New Jersey and Connecticut metropolitan
areas. The company's product line includes traditional health
maintenance organizations, a point-of-service plan, third-party
administration of employer funded benefit plans and dental plans.
Perrigo Company, headquartered in Allegan, Michigan, is a manufacturer
of over-the-counter pharmaceuticals and personal care products
for the store brand market. Store brand products are sold under
a retailer's own label and compete with nationally advertised
brand name vitamins and personal products. The company operates
through two wholly-owned subsidiaries, L. Perrigo Company and
Perrigo Company of South Carolina.
Pharmacopeia, Inc., headquartered in Princeton, New Jersey, has
developed a technology for accelerating the pace of drug discovery
for its biotechnology and pharmaceutical customers. With this
technology, the company can generate hundreds of thousands of
small molecule compounds at a fraction of the cost of traditional
chemical synthesis methods.
St. Jude Medical, Inc., headquartered in St. Paul, Minnesota,
manufactures and markets biomedical devices for cardiovascular
and vascular applications. The company is the world's leading
supplier of mechanical heart valves, having implanted over 570,000
since 1977. Other products include bioimplant tissue heart valves,
bradycardio pacemakers, intra-aortic balloon pump systems and
centrifugal pump systems.
Stryker Corporation and its subsidiaries develop, manufacture
and market specialty surgical and medical products. The company's
products include orthopedic implants, drills, saws, fixation equipment,
suction irrigation systems, specialty stretcher beds and miniature
television cameras. Headquartered in Kalamazoo, Michigan, Stryker
Corporation operates physical therapy centers in the southeast
United States. The company's products are sold worldwide.
Thermo Electron Corporation manufactures and sells alternate energy
power plants, analytical instruments and biomedical products through
its subsidiaries. The company's products and services include
cogeneration systems, environmental engineering, power plant management,
laboratory analysis and toxic waste remediation. Thermo Electron
Corporation is headquartered in Waltham, Massachusetts and markets
its products and services in the United States and abroad.
U.S. Healthcare, Inc. is headquartered in Blue Bell, Pennsylvania.
The company owns and operates health maintenance organizations
(HMOs) in Connecticut, Delaware, Pennsylvania, Maryland, Massachusetts,
New Hampshire, New Jersey and New York. For a fixed monthly payment,
health care is provided by the company's HMOs. Available to members
at an additional cost are dental care plans, prescription drug
plans and vision care plans.
What are Some Additional Considerations for Investors?
Investors should be aware of certain other considerations before
making a decision to invest in the Trust.
The value of the Equity Securities will fluctuate over the life
of the Trust and may be more or less than the price at which they
were deposited in the Trust. The Equity Securities may appreciate
or depreciate in value (or pay dividends) depending on the full
range of economic and market influences affecting these securities.
Page 15
The Sponsor and the Trustee shall not be liable in any way for
any default, failure or defect in any Security. In the event of
a notice that any Equity Security will not be delivered ("Failed
Contract Obligations") to the Trust, the Sponsor is authorized
under the Indenture to direct the Trustee to acquire other Equity
Securities ("Replacement Securities"). Any Replacement Security
will be identical to those which were the subject of the failed
contract. The Replacement Securities must be purchased within
20 days after delivery of the notice of a failed contract and
the purchase price may not exceed the amount of funds reserved
for the purchase of the Failed Contract Obligations.
If the right of limited substitution described in the preceding
paragraphs is not utilized to acquire Replacement Securities in
the event of a failed contract, the Sponsor will refund the sales
charge attributable to such Failed Contract Obligations to all
Unit holders of the Trust and the Trustee will distribute the
principal attributable to such Failed Contract Obligations not
more than 120 days after the date on which the Trustee received
a notice from the Sponsor that a Replacement Security would not
be deposited in the Trust. In addition, Unit holders should be
aware that, at the time of receipt of such principal, they may
not be able to reinvest such proceeds in other securities at a
yield equal to or in excess of the yield which such proceeds would
have earned for Unit holders of the Trust.
The Indenture also authorizes the Sponsor to increase the size
of the Trust and the number of Units thereof by the deposit of
additional Equity Securities in the Trust and the issuance of
a corresponding number of additional Units.
The Trust consists of the Equity Securities listed under "Schedule
of Investments" (or contracts to purchase such Securities) as
may continue to be held from time to time in the Trust and any
additional Equity Securities acquired and held by the Trust pursuant
to the provisions of the Indenture (including provisions with
respect to deposits into the Trust of Equity Securities in connection
with the issuance of additional Units).
Once all of the Equity Securities in the Trust are acquired, the
Trustee will have no power to vary the investments of the Trust,
i.e., the Trustee will have no managerial power to take advantage
of market variations to improve a Unit holder's investment, and
may dispose of Equity Securities only under limited circumstances.
See "How May Equity Securities be Removed from the Trust?"
To the best of the Sponsor's knowledge, there is no litigation
pending as of the Initial Date of Deposit in respect of any Equity
Security which might reasonably be expected to have a material
adverse effect on the Trust. At any time after the Initial Date
of Deposit, litigation may be instituted on a variety of grounds
with respect to the Equity Securities. The Sponsor is unable to
predict whether any such litigation will be instituted, or if
instituted, whether such litigation might have a material adverse
effect on the Trust.
PUBLIC OFFERING
How is the Public Offering Price Determined?
Units are offered at the Public Offering Price. During the initial
offering period, the Public Offering Price is based on the aggregate
underlying value of the Equity Securities in the Trust, plus or
minus cash, if any, in the Income and Capital Accounts of the
Trust, plus an initial sales charge equal to the difference between
the maximum sales charge of 4.9% of the Public Offering Price
and the maximum remaining deferred sales charge, initially $0.29
per Unit. Commencing on July 31, 1996, and on the last day of
each month thereafter, through December 31, 1996, a deferred sales
charge of $0.0483 will be assessed per Unit per month. The monthly
amount of the deferred sales charge will accrue on a daily basis
from the last day of the month preceding the deferred sales charge
accrued from the time they became Unit holders of record. Units
purchased subsequent to the initial deferred sales charge payment
but still during the initial offering period will be subject to
the initial sales charge and the remaining deferred sales charge
payments not yet collected. The deferred sales charge will be
paid from funds in the Capital Account, if sufficient, or from
the periodic sale of Equity Securities. The total maximum sales
charge assessed to Unit holders on a per Unit basis will be 4.9%
of the Public Offering Price (equivalent to 5.0% of the net amount
invested) subject to a reduction beginning , 1998.
Page 16
During the initial offering period, the Sponsor's Repurchase Price
is based on the aggregate underlying value of the Equity Securities
in the Trust, plus or minus cash, if any, in the Income and Capital
Accounts of the Trust divided by the number of Units of the Trust
outstanding. For secondary market sales after the completion of
the initial offering period, the Public Offering Price per Unit
will not include deferred payments, but will instead include only
a one-time initial sales charge of 4.4% of the Public Offering
Price (equivalent to 4.603% of the net amount invested) which
will be reduced by 1/2 of 1% on each subsequent ,
commencing , 1998 to a minimum sales charge of 2.9%.
The minimum amount which an investor may purchase of the Trust
is $1,000 ($250 for IRAs and other retirement plans). The applicable
sales charge for primary market sales is reduced by a discount
as indicated below for volume purchases (except for sales made
pursuant to a "wrap fee account" or similar arrangements as set
forth below):
Sales
Number of Units Discount Charge
_______________ ________ ______
5,000 but less than 10,000 0.25% 4.65%
10,000 but less than 25,000 0.50% 4.40%
25,000 but less than 50,000 1.00% 3.90%
50,000 but less than 100,000 1.50% 3.40%
100,000 or more 2.00% 2.90%
Any such reduced sales charge shall be the responsibility of the
selling Underwriter, broker/dealer, bank or other selling agent.
The reduced sales charge structure will apply on all purchases
of Units in the Trust by the same person on any one day from the
Underwriter or any one broker/dealer, bank or other selling agent.
Additionally, Units purchased in the name of the spouse of a purchaser
or in the name of a child of such purchaser under 21 years of
age will be deemed, for the purposes of calculating the applicable
sales charge, to be additional purchases by the purchaser. The
reduced sales charges will also be applicable to a trustee or
other fiduciary purchasing securities for a single trust estate
or single fiduciary account. The purchaser must inform the broker/dealer,
bank or other selling agent of any such combined purchase prior
to the sale in order to obtain the indicated discount. In addition,
with respect to the employees, officers and directors (including
their immediate family members, defined as spouses, children,
grandchildren, parents, grandparents, siblings, mothers-in-law,
fathers-in-law, sons-in-law and daughters-in-law, and trustees,
custodians or fiduciaries for the benefit of such persons) of
the Sponsor and Underwriter may purchase Units of the Trust at
a Public Offering Price subject only to the deferred sales charge
as described herein (equal to a maximum of $0.29 per Unit) through
, 1996, and subject to a one-time secondary
market sales charge of % of the Public Offering Price
commencing , 1997.
Units may be purchased in the primary or secondary market at the
Public Offering Price less the concession the Sponsor typically
allows to dealers and other selling agents for purchases (see
"Public Offering-How are Units Distributed?") by investors who
purchase Units through registered investment advisers, certified
financial planners or registered broker-dealers who in each case
either charge periodic fees for financial planning, investment
advisory or asset management services, or provide such services
in connection with the establishment of an investment account
for which a comprehensive "wrap fee" charge is imposed.
Had the Units of the Trust been available for sale on the business
day prior to the Initial Date of Deposit, the Public Offering
Price would have been as indicated in "Summary of Essential Information."
The Public Offering Price of Units on the date of the prospectus
or during the initial offering period may vary from the amount
stated under "Summary of Essential Information" in accordance
with fluctuations in the prices of the underlying Equity Securities.
During the initial offering period, the aggregate value of the
Units of the Trust shall be determined on the basis of the aggregate
underlying value of the Equity Securities therein plus or minus
cash, if any, in the Income and Capital Accounts of the Trust.
The aggregate underlying value of the Equity Securities will be
determined in the following manner: if the Equity Securities are
listed on a national securities
Page 17
exchange or the NASDAQ National Market System, this evaluation
is generally based on the closing sale prices on that exchange
or that system (unless it is determined that these prices are
inappropriate as a basis for valuation) or, if there is no closing
sale price on that exchange or system, at the closing ask prices.
If the Equity 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 current ask prices
on the over-the-counter market (unless it is determined that these
prices are inappropriate as a basis for evaluation). If current
ask prices are unavailable, the evaluation is generally determined
(a) on the basis of current ask prices for comparable securities,
(b) by appraising the value of the Equity Securities on the ask
side of the market or (c) by any combination of the above.
After the completion of the initial offering period, the secondary
market Public Offering Price will be equal to the aggregate underlying
value of the Equity Securities therein, plus or minus cash, if
any, in the Income and Capital Accounts of the Trust plus the
applicable sales charge. The aggregate underlying value of the
Equity Securities for secondary market sales is calculated in
the same manner as described above for sales made during the initial
offering period with the exception that bid prices are used instead
of ask prices.
Although payment is normally made three business days following
the order for purchase (the "date of settlement"), payment may
be made prior thereto. A person will become owner of the Units
on the date of settlement provided payment has been received.
Cash, if any, made available to the Sponsor prior to the date
of settlement for the purchase of Units may be used in the Sponsor's
business and may be deemed to be a benefit to the Sponsor, subject
to the limitations of the Securities Exchange Act of 1934. Delivery
of Certificates representing Units so ordered will be made three
business days following such order or shortly thereafter. See
"Rights of Unit Holders-How May Units be Redeemed?" for information
regarding the ability to redeem Units ordered for purchase.
How are Units Distributed?
During the initial offering period (i) for Units issued on the
Initial Date of Deposit and (ii) for additional Units issued after
such date as additional Equity Securities are deposited by the
Sponsor, Units will be distributed to the public at the then current
Public Offering Price. The initial offering period may be up to
approximately 360 days. During such period, the Sponsor may deposit
additional Equity Securities in the Trust and create additional
Units. Units reacquired by the Sponsor during the initial offering
period (at prices based upon the aggregate underlying value of
the Equity Securities in the Trust plus or minus a pro rata share
of cash, if any in the Income and Capital Accounts of the Trust)
may be resold at the then current Public Offering Price. Upon
the termination of the initial offering period, unsold Units created
or reacquired during the initial offering period will be sold
or resold at the then current Public Offering Price.
Upon completion of the initial offering, Units repurchased in
the secondary market (see "Will There be a Secondary Market?")
may be offered by this prospectus at the secondary market public
offering price determined in the manner described above.
It is the intention of the Sponsor to qualify Units of the Trust
for sale in a number of states. Sales initially will be made to
dealers and other selling agents at prices which represent a concession
or agency commission of 3.2% of the Public Offering Price, and,
for secondary market sales, 3.2% of the Public Offering Price
(or 65% of the then current maximum sales charge after
, 1997). However, resales of Units of the Trust by
such dealers and other selling agents to the public will be made
at the Public Offering Price described in the prospectus. The
Sponsor reserves the right to change the amount of the concession
or agency commission from time to time. Certain commercial banks
may be making Units of the Trust available to their customers
on an agency basis. A portion of the sales charge paid by these
customers is retained by or remitted to the banks in the amounts
indicated in the fourth preceding sentence. Under the Glass-Steagall
Act, banks are prohibited from underwriting Trust Units; however,
the Glass-Steagall Act does permit certain agency transactions
and the banking regulators have not indicated that these particular
agency transactions are not permitted under such Act. In Texas
and in certain other states, any banks making Units available
must be registered as broker/dealers under state law.
Page 18
From time to time the Sponsor may implement programs under which
broker/dealers, banks or other selling agents of the Trust may
receive nominal awards from the Sponsor for each of their registered
representatives who have sold a minimum number of UIT Units during
a specified time period. In addition, at various times the Sponsor
may implement other programs under which the sales force of a
broker/dealer, bank or other selling agent may be eligible to
win other nominal awards for certain sales efforts, or under which
the Sponsor will reallow to any such dealer that sponsors sales
contests or recognition programs conforming to criteria established
by the Sponsor, or participates in sales programs sponsored by
the Sponsor, an amount not exceeding the total applicable sales
charges on the sales generated by such person at the public offering
price during such programs. Also, the Sponsor in its discretion
may from time to time pursuant to objective criteria established
by the Sponsor pay fees to qualifying dealers for certain services
or activities which are primarily intended to result in sales
of Units of the Trust. Such payments are made by the Sponsor out
of its own assets, and not out of the assets of the Trust. These
programs will not change the price Unit holders pay for their
Units or the amount that the Trust will receive from the Units sold.
The Sponsor may from time to time in its advertising and sales
materials compare the then current estimated returns on the Trust
and returns over specified periods on other similar Trusts sponsored
by Nike Securities L.P. with returns on other taxable investments
such as corporate or U.S. Government bonds, bank CDs and money
market accounts or money market funds, each of which has investment
characteristics that may differ from those of the Trust. U.S.
Government bonds, for example, are backed by the full faith and
credit of the U.S. Government and bank CDs and money market accounts
are insured by an agency of the federal government. Money market
accounts and money market funds provide stability of principal,
but pay interest at rates that vary with the condition of the
short-term debt market. The investment characteristics of the
Trust are described more fully elsewhere in this Prospectus.
Trust performance may be compared to performance on a total return
basis with the Dow Jones Industrial Average, the S&P 500 Composite
Price Stock Index, or performance data from Lipper Analytical
Services, Inc. and Morningstar Publications, Inc. or from publications
such as Money, The New York Times, U.S. News and World Report,
Business Week, Forbes or Fortune. As with other performance data,
performance comparisons should not be considered representative
of the Trust's relative performance for any future period.
What are the Sponsor's and Underwriter's Profits?
The Underwriter of the Trust will receive a gross sales commission
equal to 4.9% of the Public Offering Price of the Units (equivalent
to 5.0% of the net amount invested), less 1.3% of the Public Offering
Price which is paid to the Sponsor, less any reduced sales charge
for quantity purchases as described under "Public Offering-How
is the Public Offering Price Determined?" See "Public Offering-How
are Units Distributed?" for information regarding the receipt
of additional concessions available to dealers and other selling
agents. In addition, the Sponsor may be considered to have realized
a profit or to have sustained a loss, as the case may be, in the
amount of any difference between the cost of the Equity Securities
to the Trust (which is based on the Evaluator's determination
of the aggregate offering price of the underlying Equity Securities
of such Trust on the Initial Date of Deposit as well as subsequent
deposits) and the cost of such Equity Securities to the Sponsor.
See Note (2) of "Schedule of Investments." During the initial
offering period, the dealers and other selling agents also may
realize profits or sustain losses as a result of fluctuations
after the Initial Date of Deposit in the Public Offering Price
received by the dealers and other selling agents upon the sale of Units.
In maintaining a market for the Units, the Sponsor will also realize
profits or sustain losses in the amount of any difference between
the price at which Units are purchased and the price at which
Units are resold (which price includes a secondary market sales
charge of 4.4% subject to reduction beginning
, 1997) or redeemed. The secondary market public offering price
of Units may be greater or less than the cost of such Units to the Sponsor.
Page 19
Will There be a Secondary Market?
After the initial offering period, although not obligated to do
so, the Sponsor intends to maintain a market for the Units and
continuously offer to purchase Units at prices, subject to change
at any time, based upon the aggregate underlying value of the
Equity Securities in the Trust plus or minus cash, if any, in
the Income and Capital Accounts of the Trust. All expenses incurred
in maintaining a secondary market, other than the fees of the
Evaluator and the costs of the Trustee in transferring and recording
the ownership of Units, will be borne by the Sponsor. If the supply
of Units exceeds demand, or for some other business reason, the
Sponsor may discontinue purchases of Units at such prices. IF
A UNIT HOLDER WISHES TO DISPOSE OF HIS UNITS, HE SHOULD INQUIRE
OF THE SPONSOR AS TO CURRENT MARKET PRICES PRIOR TO MAKING A TENDER
FOR REDEMPTION TO THE TRUSTEE. Units subject to a deferred sales
charge which are sold or tendered for redemption prior to such
time as the entire deferred sales charge on such Units has been
collected will be assessed the amount of the remaining deferred
sales charge at the time of sale or redemption.
RIGHTS OF UNIT HOLDERS
How is Evidence of Ownership Issued and Transferred?
The Trustee is authorized to treat as the record owner of Units
that person who is registered as such owner on the books of the
Trustee. Ownership of Units may be evidenced by registered certificates
executed by the Trustee and the Sponsor. Delivery of certificates
representing Units ordered for purchase is normally made three
business days following such order or shortly thereafter. Certificates
are transferable by presentation and surrender to the Trustee
properly endorsed or accompanied by a written instrument or instruments
of transfer. Certificates to be redeemed must be properly endorsed
or accompanied by a written instrument or instruments of transfer.
A Unit holder must sign exactly as his name appears on the face
of the certificate with the signature guaranteed by a participant
in the Securities Transfer Agents Medallion Program ("STAMP")
or such other signature guaranty program in addition to, or in
substitution for, STAMP, as may be accepted by the Trustee. 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. Record ownership may occur before settlement.
Certificates will be issued in fully registered form, transferable
only on the books of the Trustee in denominations of one Unit
or any multiple thereof, numbered serially for purposes of identification.
Unit holders may elect to hold their Units in uncertificated form.
The Trustee will maintain an account for each such Unit holder
and will credit each such account with the number of Units purchased
by that Unit holder. Within two business days of the issuance
or transfer of Units held in uncertificated form, the Trustee
will send to the registered owner of Units a written initial transaction
statement containing a description of the Trust; the number of
Units issued or transferred; the name, address and taxpayer identification
number, if any, of the new registered owner; a notation of any
liens and restrictions of the issuer and any adverse claims to
which such Units are or may be subject or a statement that there
are no such liens, restrictions or adverse claims; and the date
the transfer was registered. Uncertificated Units are transferable
through the same procedures applicable to Units evidenced by certificates
(described above), except that no certificate need be presented
to the Trustee and no certificate will be issued upon the transfer
unless requested by the Unit holder. A Unit holder may at any
time request the Trustee to issue certificates for Units.
Although no such charge is now made or contemplated, a Unit holder
may be required to pay $2.00 to the Trustee per certificate reissued
or transferred and to pay any governmental charge that may be
imposed in connection with each such transfer or exchange. For
new certificates issued to replace destroyed, stolen or lost certificates,
the Unit holder may be required to furnish indemnity satisfactory
to the Trustee and pay such expenses as the Trustee may incur.
Mutilated certificates must be surrendered to the Trustee for replacement.
How are Income and Capital Distributed?
The Trustee will distribute any net income received with respect
to any of the securities in the Trust on or about the Income Distribution
Dates to Unit holders of record on the preceding Income Record Date. See
Page 20
"Summary of Essential Information." Persons who purchase Units will
commence receiving distributions only after such person becomes a record
owner. Notification to the Trustee of the transfer of Units is
the responsibility of the purchaser, but in the normal course
of business such notice is provided by the selling broker-dealer.
The pro rata share of cash in the Capital Account of the Trust
will be computed as of the fifteenth day of each month. Proceeds
received on the sale of any Equity Securities in the Trust, to
the extent not used to meet redemptions of Units or pay expenses,
will, however, be distributed on the last day of each month to
Unit holders of record on the fifteenth day of such month if the
amount available for distribution equals at least $0.01 per Unit.
The Trustee is not required to pay interest on funds held in the
Capital Account of the Trust (but may itself earn interest thereon
and therefore benefit from the use of such funds). Notwithstanding,
distributions of funds in the Capital Account, if any, will be
made on the last day of each December to Unit holders of record
as of December 15. See "What is the Federal Tax Status of Unit Holders?"
Under regulations issued by the Internal Revenue Service, the
Trustee is required to withhold a specified percentage of any
distribution made by the Trust if the Trustee has not been furnished
the Unit holder's tax identification number in the manner required
by such regulations. Any amount so withheld is transmitted to
the Internal Revenue Service and may be recovered by the Unit
holder only when filing a tax return. Under normal circumstances
the Trustee obtains the Unit holder's tax identification number
from the selling broker. However, a Unit holder should examine
his or her statements from the Trustee to make sure that the Trustee
has been provided a certified tax identification number in order
to avoid this possible "back-up withholding." In the event the
Trustee has not been previously provided such number, one should
be provided as soon as possible.
Within a reasonable time after the Trust is terminated, each Unit
holder will, upon surrender of his Units for redemption, receive:
(i) the pro rata share of the amounts realized upon the disposition
of Equity Securities, unless he elects an In-Kind Distribution
as described below and (ii) a pro rata share of any other assets
of the Trust, less expenses of the Trust. Not less than 60 days
prior to the Mandatory Termination Date of the Trust, the Trustee
will provide written notice thereof to all Unit holders and will
include with such notice a form to enable Unit holders to elect
a distribution of shares of Equity Securities (an "In-Kind Distribution"),
if such Unit holder owns at least 2,500 Units of the Trust, rather
than to receive payment in cash for such Unit holder's pro rata
share of the amounts realized upon the disposition by the Trustee
of Equity Securities. An In-Kind Distribution will be reduced
by customary transfer and registration charges. To be effective,
the election form, together with surrendered certificates and
other documentation required by the Trustee, must be returned
to the Trustee at least five business days prior to the Mandatory
Termination Date of the Trust. A Unit holder may, of course, at
any time after the Equity Securities are distributed, sell all
or a portion of the shares.
The Trustee will credit to the Income Account of the Trust any
dividends received on the Equity Securities therein. All other
receipts (e.g. return of capital, etc.) are credited to the Capital
Account of the Trust.
The Trustee may establish reserves (the "Reserve Account") within
the Trust for state and local taxes, if any, and any governmental
charges payable out of the Trust.
Distribution Reinvestment Option. Any Unit holder may elect to
have each distribution of income or capital on his Units, other
than the final liquidating distribution in connection with the
termination of the Trust, automatically reinvested in additional
Units of the Trust. Each person who purchases Units of the Trust
may elect to become a participant in the Distribution Reinvestment
Option by notifying the Trustee of their election. The Distribution
Reinvestment Option may not be available in all states. In order
to enable a Unit holder to participate in the Distribution Reinvestment
Option with respect to a particular distribution on his Units,
the card must be received by the Trustee within 10 days prior
to the Record Date for such distribution. Each subsequent distribution
of income or capital on the participant's Units will be automatically
applied by the Trustee to purchase additional Units of a Trust.
The remaining deferred sales charge payments will be assessed
on Units acquired pursuant to the Distribution Reinvestment Option
during the initial offering period only.
Page 21
IT SHOULD BE REMEMBERED THAT EVEN IF DISTRIBUTIONS ARE REINVESTED,
THEY ARE STILL TREATED AS DISTRIBUTIONS FOR INCOME TAX PURPOSES.
Reinvestment plan distributions may be reinvested in Units already
held in inventory by the Sponsor or, until such time as additional
Units cease to be issued by the Trust (see "The Trust"), distributions
may be reinvested in such additional Units. If Units are unavailable
in the secondary market, distributions which would otherwise have
been reinvested shall be paid in cash to the Unit holder on the
applicable Distribution Date.
Purchases of additional Units made pursuant to the reinvestment
plan will be made subject only to the remaining deferred sales
charge payments, if any, on the related Income or Capital Distribution
Dates. Under the reinvestment plan, the Trust will pay the Unit
holder's distributions to the Trustee, which in turn will purchase
for such Unit holder Units of the Trust and will send such Unit
holder a statement reflecting the reinvestment.
A participant may at any time prior to five days preceding the
next succeeding distribution date, by so notifying the Trustee
in writing, elect to terminate his or her reinvestment plan and
receive future distributions on his or her Units in cash. There
will be no charge or other penalty for such termination. The Sponsor
shall have the right to suspend or terminate the reinvestment
plan at any time.
What Reports will Unit Holders Receive?
The Trustee shall furnish Unit holders in connection with each
distribution a statement of the amount of income, if any, and
the amount of other receipts, if any, which are being distributed,
expressed in each case as a dollar amount per Unit. Within a reasonable
period of time after the end of each calendar year, the Trustee
shall furnish to each person who at any time during the calendar
year was a Unit holder of the Trust the following information
in reasonable detail: (1) a summary of transactions in the Trust
for such year; (2) any Equity Securities sold during the year
and the Equity Securities held at the end of such year by the
Trust; (3) the redemption price per Unit based upon a computation
thereof on the 31st day of December of such year (or the last
business day prior thereto); and (4) amounts of income and capital
distributed during such year.
In order to comply with Federal and state tax reporting requirements,
Unit holders will be furnished, upon request to the Trustee, evaluations
of the Securities in the Trust furnished to it by the Evaluator.
How May Units be Redeemed?
A Unit holder may redeem all or a portion of his Units by tender
to the Trustee at its corporate trust office in the City of New
York of the certificates representing the Units to be redeemed,
or in the case of uncertificated Units, delivery of a request
for redemption, duly endorsed or accompanied by proper instruments
of transfer with signature guaranteed as explained above (or by
providing satisfactory indemnity, as in connection with lost,
stolen or destroyed certificates), and payment of applicable governmental
charges, if any. No redemption fee will be charged. On the third
business day following such tender, the Unit holder will be entitled
to receive in cash an amount for each Unit equal to the Redemption
Price per Unit next computed after receipt by the Trustee of such
tender of Units. The "date of tender" is deemed to be the date
on which Units are received by the Trustee (if such day is a day
on which the New York Stock Exchange is open for trading), except
that as regards Units received after 4:00 p.m. Eastern time (or
as of any earlier closing time on a day on which the New York
Stock Exchange is scheduled in advance to close at such earlier
time), the date of tender is the next day on which the New York
Stock 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. Units so redeemed
shall be cancelled.
Any Unit holder tendering 2,500 Units or more for redemption may
request by written notice submitted at the time of tender from
the Trustee in lieu of a cash redemption a distribution of shares
of Equity Securities in an amount and value of Equity Securities
per Unit equal to the Redemption Price Per Unit as determined
as of the evaluation next following tender. To the extent possible,
in-kind distributions ("In-Kind Distributions") shall be made
by the Trustee through the distribution of each of the Equity
Securities in book-entry form to the account of the Unit holder's
bank or broker-dealer at the Depository Trust Company.
Page 22
An In-Kind Distribution will be reduced by customary transfer
and registration charges. The tendering Unit holder will receive
his pro rata number of whole shares of each of the Equity Securities
comprising the portfolio and cash from the Capital Account equal
to the fractional shares to which the tendering Unit holder is
entitled. The Trustee may adjust the number of shares of any issue
of Equity Securities included in a Unit holder's In-Kind Distribution
to facilitate the distribution of whole shares, such adjustment
to be made on the basis of the value of Equity Securities on the
date of tender. If funds in the Capital Account are insufficient
to cover the required cash distribution to the tendering Unit
holder, the Trustee may sell Equity Securities in the manner described above.
Under regulations issued by the Internal Revenue Service, the
Trustee is required to withhold a specified percentage of the
principal amount of a Unit redemption if the Trustee has not been
furnished the redeeming Unit holder's tax identification number
in the manner required by such regulations. Any amount so withheld
is transmitted to the Internal Revenue Service and may be recovered
by the Unit holder only when filing a tax return. Under normal
circumstances the Trustee obtains the Unit holder's tax identification
number from the selling broker. However, any time a Unit holder
elects to tender Units for redemption, such Unit holder should
make sure that the Trustee has been provided a certified tax identification
number in order to avoid this possible "back-up withholding."
In the event the Trustee has not been previously provided such
number, one must be provided at the time redemption is requested.
Any amounts paid on redemption representing income shall be withdrawn
from the Income Account of the Trust to the extent that funds
are available for such purpose, or from the Capital Account. All
other amounts paid on redemption shall be withdrawn from the Capital
Account of the Trust.
The Trustee is empowered to sell Equity Securities of the Trust
in order to make funds available for redemption. To the extent
that Equity Securities are sold, the size and diversity of the
Trust will be reduced. Such sales may be required at a time when
Equity Securities would not otherwise be sold and might result
in lower prices than might otherwise be realized.
The Redemption Price per Unit (as well as the secondary market
Public Offering Price) will be determined on the basis of the
aggregate underlying value of the Equity Securities in the Trust
plus or minus cash, if any, in the Income and Capital Accounts
of the Trust. The Redemption Price per Unit is the pro rata share
of each Unit determined by the Trustee by adding: (1) the cash
on hand in the Trust other than cash deposited in the Trust to
purchase Equity Securities not applied to the purchase of such
Equity Securities; (2) the aggregate value of the Equity Securities
held in the Trust, as determined by the Evaluator on the basis
of the aggregate underlying value of the Equity Securities in
the Trust next computed; and (3) dividends receivable on the Equity
Securities trading ex-dividend as of the date of computation;
and deducting therefrom: (1) amounts representing any applicable
taxes or governmental charges payable out of the Trust; (2) any
amounts owing to the Trustee for its advances; (3) an amount representing
estimated accrued expenses of the Trust, including but not limited
to fees and expenses of the Trustee (including legal and auditing
fees), the Evaluator and supervisory fees, if any; (4) cash held
for distribution to Unit holders of record of the Trust as of
the business day prior to the evaluation being made; and (5) other
liabilities incurred by the Trust; and finally dividing the results
of such computation by the number of Units of the Trust outstanding
as of the date thereof.
The aggregate value of the Equity Securities will be determined
in the following manner: if the Equity 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 it is determined that
these prices are inappropriate as a basis for valuation) or, if
there is no closing sale price on that exchange or system, at
the closing bid prices. If the Equity 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
current bid prices on the over-the-counter market (unless these
prices are inappropriate as a basis for evaluation). If current
bid prices are unavailable, the evaluation is generally determined
(a) on the basis of current bid prices for comparable securities,
(b) by appraising the value of the Equity Securities on the bid
side of the market or (c) by any combination of the above.
Page 23
The right of redemption may be suspended and payment postponed
for any period during which the New York Stock Exchange is closed,
other than for customary weekend and holiday closings, or during
which the Securities and Exchange Commission determines that trading
on the New York Stock Exchange is restricted or any emergency
exists, as a result of which disposal or evaluation of the Securities
is not reasonably practicable, or for such other periods as the
Securities and Exchange Commission may by order permit. Under
certain extreme circumstances, the Sponsor may apply to the Securities
and Exchange Commission for an order permitting a full or partial
suspension of the right of Unit holders to redeem their Units.
The Trustee is not liable to any person in any way for any loss
or damage which may result from any such suspension or postponement.
How May Units be Purchased by the Sponsor?
The Trustee shall notify the Sponsor of any tender of Units for
redemption. If the Sponsor's bid in the secondary market at that
time equals or exceeds the Redemption Price per Unit, it may purchase
such Units by notifying the Trustee before 1:00 p.m. Eastern time
on the same business day and by making payment therefor to the
Unit holder not later than the day on which the Units would otherwise
have been redeemed by the Trustee. Units held by the Sponsor may
be tendered to the Trustee for redemption as any other Units.
In the event the Sponsor does not purchase Units, the Trustee
may sell Units tendered for redemption in the over-the-counter
market, if any, as long as the amount to be received by the Unit
holder is equal to the amount he would have received on redemption
of the Units.
The offering price of any Units acquired by the Sponsor will be
in accord with the Public Offering Price described in the then
effective prospectus describing such Units. Any profit or loss
resulting from the resale or redemption of such Units will belong
to the Sponsor.
How May Equity Securities be Removed from the Trust?
The Portfolio of the Trust is not "managed" by the Sponsor or
the Trustee; their activities described herein are governed solely
by the provisions of the Indenture. The Indenture provides that
the Sponsor may (but need not) direct the Trustee to dispose of
an Equity Security in the event that an issuer defaults in the
payment of a dividend that has been declared, that any action
or proceeding has been instituted restraining the payment of dividends
or there exists any legal question or impediment affecting such
Equity Security, that the issuer of the Equity Security has breached
a covenant which would affect the payments of dividends, the credit
standing of the issuer or otherwise impair the sound investment
character of the Equity Security, that the issuer has defaulted
on the payment on any other of its outstanding obligations, that
the price of the Equity Security has declined to such an extent
or other such credit factors exist so that in the opinion of the
Sponsor, the retention of such Equity Securities would be detrimental
to the Trust. Except as stated under "Portfolio - What are Some
Additional Considerations for Investors?" for Failed Obligations,
the acquisition by the Trust of any securities or other property
other than the Equity Securities is prohibited. Pursuant to the
Indenture and with limited exceptions, the Trustee may sell any
securities or other property acquired in exchange for Equity Securities
such as those acquired in connection with a merger or other transaction.
If offered such new or exchanged securities or property, the Trustee
shall reject the offer. However, in the event such securities
or property are nonetheless acquired by the Trust, they may be
accepted for deposit in the Trust and either sold by the Trustee
or held in the Trust pursuant to the direction of the Sponsor
(who may rely on the advice of the Portfolio Supervisor). Proceeds
from the sale of Equity Securities (or any securities or other
property received by the Trust in exchange for Equity Securities)
by the Trustee are credited to the Capital Account of the Trust
for distribution to Unit holders or to meet redemptions.
The Trustee may also sell Equity Securities designated by the
Sponsor, or if not so directed, in its own discretion, for the
purpose of redeeming Units of the Trust tendered for redemption
and the payment of expenses.
The Sponsor, in designating Equity Securities to be sold by the
Trustee, will generally make selections in order to maintain,
to the extent practicable, the proportionate relationship among
the number of shares of individual issues of Equity Securities.
To the extent this is not practicable, the composition and diversity
Page 24
of the Equity Securities may be altered. In order to obtain the best
price for the Trust, it may be necessary for the Sponsor to specify
minimum amounts (generally 100 shares) in which blocks of Equity
Securities are to be sold.
INFORMATION AS TO SPONSOR, TRUSTEE AND EVALUATOR
Who is the Sponsor?
Nike Securities L.P., the Sponsor, specializes in the underwriting,
trading and distribution of unit investment trusts and other securities.
Nike Securities L.P., an Illinois limited partnership formed in
1991, acts as Sponsor for successive series of The First Trust
Combined Series, The First Trust Special Situations Trust, The
First Trust Insured Corporate Trust, The First Trust of Insured
Municipal Bonds and The First Trust GNMA. First Trust introduced
the first insured unit investment trust in 1974 and to date more
than $9 billion in First Trust unit investment trusts have been
deposited. The Sponsor's employees include a team of professionals
with many years of experience in the unit investment trust industry.
The Sponsor is a member of the National Association of Securities
Dealers, Inc. and Securities Investor Protection Corporation and
has its principal offices at 1001 Warrenville Road, Lisle, Illinois
60532; telephone number (708) 241-4141. As of December 31, 1994,
the total partners' capital of Nike Securities L.P. was $10,863,058
(audited). (This paragraph relates only to the Sponsor and not
to the Trust or to any series thereof or to any other Underwriter.
The information is included herein only for the purpose of informing
investors as to the financial responsibility of the Sponsor and
its ability to carry out its contractual obligations. More detailed
financial information will be made available by the Sponsor upon request.)
Who is 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. Unit holders who have questions regarding the Trusts
may call the Customer Service Help Line at 1-800-682-7520. 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, whose duties are ministerial in nature, has not participated
in the selection of the Equity Securities. For information relating
to the responsibilities of the Trustee under the Indenture, reference
is made to the material set forth under "Rights of Unit Holders."
The Trustee and any successor 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 Unit holders.
Upon receipt of such notice, the Sponsor is obligated to appoint
a successor trustee promptly. 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 Indenture. If upon resignation
of a trustee no successor has accepted the appointment within
30 days after notification, the retiring trustee may apply to
a court of competent jurisdiction for the appointment of a successor.
The resignation or removal of a trustee becomes effective only
when the successor trustee accepts its appointment as such or
when a court of competent jurisdiction appoints a successor trustee.
Any corporation into which a Trustee may be merged or with which
it may be consolidated, or any corporation resulting from any
merger or consolidation to which a Trustee shall be a party, shall
be the successor Trustee. The Trustee must be a banking corporation
organized under the laws of the United States or any State and
having at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.
Limitations on Liabilities of Sponsor and Trustee
The Sponsor and the Trustee shall be under no liability to Unit
holders for taking any action or for refraining from taking any
action in good faith pursuant to the Indenture, or for errors
in judgment, but shall be liable only for their own willful misfeasance,
bad faith, gross negligence (ordinary negligence in the case of
the Trustee) or reckless disregard of their obligations and duties.
The Trustee shall not be liable for depreciation
Page 25
or loss incurred by reason of the sale by the Trustee of any of
the Equity Securities. In the event of the failure of the Sponsor
to act under the Indenture, the Trustee may act thereunder and
shall not be liable for any action taken by it in good faith under
the Indenture.
The Trustee shall not be liable for any taxes or other governmental
charges imposed upon or in respect of the Securities or upon the
interest thereon or upon it as Trustee under the Indenture or
upon or in respect of the Trust which the Trustee may be required
to pay under any present or future law of the United States of
America or of any other taxing authority having jurisdiction.
In addition, the Indenture contains other customary provisions
limiting the liability of the Trustee.
If the Sponsor shall fail to perform any of its duties under the
Indenture or becomes incapable of acting or becomes bankrupt or
its affairs are taken over by public authorities, then the Trustee
may (a) appoint a successor Sponsor at rates of compensation deemed
by the Trustee to be reasonable and not exceeding amounts prescribed
by the Securities and Exchange Commission, or (b) terminate the
Indenture and liquidate the Trust as provided herein, or (c) continue
to act as Trustee without terminating the Indenture.
Who is the Evaluator?
The Evaluator is FT Evaluators L.P., an Illinois limited partnership
formed in 1994 and an affiliate of the Sponsor. The Evaluator's
address is 1001 Warrenville Road, Lisle, Illinois 60532. The Evaluator
may resign or may be removed by the Sponsor or the Trustee, in
which event the Sponsor and the Trustee are to use their best
efforts to appoint a satisfactory successor. Such resignation
or removal shall become effective upon the acceptance of appointment
by the successor Evaluator. If upon resignation of the Evaluator
no successor has accepted appointment within 30 days after notice
of resignation, the Evaluator may apply to a court of competent
jurisdiction for the appointment of a successor.
The Trustee, Sponsor and Unit holders may rely on any evaluation
furnished by the Evaluator and shall have no responsibility for
the accuracy thereof. Determinations by the Evaluator under the
Indenture shall be made in good faith upon the basis of the best
information available to it, provided, however, that the Evaluator
shall be under no liability to the Trustee, Sponsor or Unit holders
for errors in judgment. This provision shall not protect the Evaluator
in any case of willful misfeasance, bad faith, gross negligence
or reckless disregard of its obligations and duties.
OTHER INFORMATION
How May the Indenture be Amended or Terminated?
The Sponsor and the Trustee have the power to amend the Indenture
without the consent of any of the Unit holders when such an amendment
is (1) to cure any ambiguity or to correct or supplement any provision
of the Indenture which may be defective or inconsistent with any
other provision contained therein, or (2) to make such other provisions
as shall not adversely affect the interest of the Unit holders
(as determined in good faith by the Sponsor and the Trustee).
The Indenture provides that the Trust shall terminate upon the
Mandatory Termination Date indicated herein under "Summary of
Essential Information." The Trust may be liquidated at any time
by consent of 100% of the Unit holders of the Trust or by the
Trustee when the value of the Equity Securities owned by the Trust
as shown by any evaluation, is less than the lower of $2,000,000
or 20% of the total value of Equity Securities deposited in such
Trust during the primary offering period, or in the event that
Units of the Trust not yet sold aggregating more than 60% of the
Units of the Trust are tendered for redemption by a broker/dealer,
including the Sponsor. If the Trust is liquidated because of the
redemption of unsold Units of the Trust by a broker/dealer, the
Sponsor will refund to each purchaser of Units of the Trust the
entire sales charge and the transaction fees paid by such purchaser.
In the event of termination, written notice thereof will be sent
by the Trustee to all Unit holders of the Trust. Within a reasonable
period after termination, the Trustee will follow the procedures
set forth under "How are Income and Capital Distributed?"
Commencing on the Mandatory Termination Date, Equity Securities
will begin to be sold in connection with the termination of the
Trust. The Sponsor will determine the manner, timing and execution
of the sale of the Equity Securities. Written notice of any termination
of the Trust specifying the time or times at which Unit holders
Page 26
may surrender their certificates for cancellation shall be given
by the Trustee to each Unit holder at his address appearing on
the registration books of the Trust maintained by the Trustee.
At least 60 days prior to the Maturity Date of the Trust the Trustee
will provide written notice thereof to all Unit holders and will
include with such notice a form to enable Unit holders to elect
a distribution of shares of Equity Securities (reduced by customary
transfer and registration charges), if such Unit holder owns at
least 2,500 Units of the Trust, rather than to receive payment
in cash for such Unit holder's pro rata share of the amounts realized
upon the disposition by the Trustee of Equity Securities. To be
effective, the election form, together with surrendered certificates
and other documentation required by the Trustee, must be returned
to the Trustee at least five business days prior to the Mandatory
Termination Date of the Trust. Unit holders not electing a distribution
of shares of Equity Securities will receive a cash distribution
from the sale of the remaining Equity Securities within a reasonable
time after the Trust is terminated. Regardless of the distribution
involved, the Trustee will deduct from the funds of the Trust
any accrued costs, expenses, advances or indemnities provided
by the Trust Agreement, including estimated compensation of the
Trustee and costs of liquidation and any amounts required as a
reserve to provide for payment of any applicable taxes or other
governmental charges. Any sale of Equity Securities in the Trust
upon termination may result in a lower amount than might otherwise
be realized if such sale were not required at such time. The Trustee
will then distribute to each Unit holder his pro rata share of
the balance of the Income and Capital Accounts.
Legal Opinions
The legality of the Units offered hereby and certain matters relating
to Federal tax law have been passed upon by Chapman and Cutler,
111 West Monroe Street, Chicago, Illinois 60603, as counsel for
the Sponsor. Carter, Ledyard & Milburn, will act as counsel for
the Trustee and as special New York tax counsel for the Trust.
Experts
The statement of net assets, including the schedule of investments,
of the Trust at the opening of business on the Initial Date of
Deposit appearing in this Prospectus and Registration Statement
has been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon appearing elsewhere herein and
in the Registration Statement, and is included in reliance upon
such report given upon the authority of such firm as experts in
accounting and auditing.
UNDERWRITING
The Underwriter named below has purchased Units in the following amount:
<TABLE>
<CAPTION>
Number of
Name Address Units
____ _______ _________
<S> <C> <C>
Underwriter
Gruntal & Co., Incorporated 14 Wall Street, 20th Floor, New York, NY 10005
=========
</TABLE>
On the Initial Date of Deposit, the Underwriter of the Trust became
the owner of the Units of the Trust and entitled to the benefits
thereof, as well as the risks inherent therein.
The Underwriter Agreement provides that a public offering of the
Units of the Trust will be made at the Public Offering Price described
in the prospectus. Units may also be sold to or through dealers
and others during the initial offering period and in the secondary
market at prices representing a concession or agency commission
as described in "Public Offering-How are Units Distributed?"
The Underwriter has agreed to underwrite additional Units of the
Trust as they become available. The Sponsor will receive from
the Underwriter the difference between the gross sales concessions
and 3.6% of the Public Offering Price of the Units, which is retained
by the Underwriter.
From time to time the Sponsor may implement programs under which
Underwriters and dealers of the Trust may receive nominal awards
from the Sponsor for each of their registered representatives
who have sold a minimum number of UIT Units during a specified
time period. In addition, at various times the Sponsor
Page 27
may implement other programs under which the sales force of an
Underwriter or dealer may be eligible to win other nominal awards
for certain sales efforts, or under which the Sponsor will reallow
to any such Underwriter or dealer that sponsors sales contests
or recognition programs conforming to criteria established by
the Sponsor, or participates in sales programs sponsored by the
Sponsor, an amount not exceeding the total applicable sales charges
on the sales generated by such person at the public offering price
during such programs. Also, the Sponsor in its discretion may
from time to time pursuant to objective criteria established by
the Sponsor pay fees to qualifying Underwriters or dealers for
certain services or activities which are primarily intended to
result in sales of Units of the Trust. Such payments are made
by the Sponsor out of its own assets, and not out of the assets
of the Trust. These programs will not change the price Unit holders
pay for their Units or the amount that the Trust will receive
from the Units sold.
The Sponsor may from time to time in its advertising and sales
materials compare the then current estimated returns on the Trust
and returns over specified periods on other similar Trusts sponsored
by Nike Securities L.P. with returns on other taxable investments
such as corporate or U.S. Government bonds, bank CDs and money
market accounts or money market funds, each of which has investment
characteristics that may differ from those of the Trust. U.S.
Government bonds, for example, are backed by the full faith and
credit of the U.S. Government and bank CDs and money market accounts
are insured by an agency of the federal government. Money market
accounts and money market funds provide stability of principal,
but pay interest at rates that vary with the condition of the
short-term debt market. The investment characteristics of the
Trust are described more fully elsewhere in this Prospectus.
Trust performance may be compared to performance on a total return
basis with the Dow Jones Industrial Average, the S&P 500 Composite
Price Stock Index, or performance data from Lipper Analytical
Services, Inc. and Morningstar Publications, Inc. or from publications
such as Money Magazine, The New York Times, U.S. News and World
Report, Business Week, Forbes Magazine or Fortune Magazine. As
with other performance data, performance comparisons should not
be considered representative of the Trust's relative performance
for any future period.
Page 28
REPORT OF INDEPENDENT AUDITORS
The Sponsor, Nike Securities L.P., and Unit Holders
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 132
We have audited the accompanying statement of net assets, including
the schedule of investments, of The First Trust Special Situations
Trust, Series 132, comprised of Health Care & Medical Services
Growth Trust, Series 2, at the opening of business on
, 1995. This statement of net assets is the responsibility
of the Trust's Sponsor. Our responsibility is to express an opinion
on this statement of net assets 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 statement
of net assets is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the statement of net assets. Our procedures included
confirmation of the letter of credit held by the Trustee and deposited
in the Trust on , 1995. An audit also includes assessing
the accounting principles used and significant estimates made
by the Sponsor, as well as evaluating the overall presentation
of the statement of net assets. We believe that our audit of the
statement of net assets provides a reasonable basis for our opinion.
In our opinion, the statement of net assets referred to above
presents fairly, in all material respects, the financial position
of The First Trust Special Situations Trust, Series 132, comprised
of Health Care & Medical Services Growth Trust, Series 2, at the
opening of business on , 1995 in conformity with
generally accepted accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
, 1995
Page 29
Statement of Net Assets
Health Care & Medical Services Growth Trust, Series 2
The First Trust Special Situations Trust, Series 132
At the Opening of Business on the Initial Date of Deposit
, 1995
<TABLE>
<CAPTION>
NET ASSETS
<S> <C>
Investment in Equity Securities represented
by purchase contracts (1) (2) $
Organizational and offering costs (3)
--------
Less accrued organizational and offering costs (3) ( )
--------
Net assets $
========
Units outstanding
</TABLE>
<TABLE>
<CAPTION>
ANALYSIS OF NET ASSETS
<S> <C>
Cost to investors (4) $
Less sales charge (4) ( )
________
Net Assets $
========
</TABLE>
[FN]
NOTES TO STATEMENT OF NET ASSETS
(1) Aggregate cost of the Equity Securities listed under "Schedule
of Investments" is based on their aggregate underlying value.
(2) An irrevocable letter of credit totaling $
issued by Bankers Trust Company has been deposited with the Trustee
as collateral, which is sufficient to cover the monies necessary
for the purchase of the Equity Securities pursuant to contracts
for the purchase of such Equity Securities.
(3) The Trust will bear all or a portion of its estimated organizational
and offering costs which will be deferred and charged off over
a period not to exceed five years from the Initial Date of Deposit.
The estimated organizational and offering costs are based on 2,000,000
Units of the Trust expected to be issued. To the extent the number
of Units issued is larger or smaller, the estimate will vary.
(4) The aggregate cost to investors includes a sales charge
computed at the rate of 4.9% of the Public Offering Price (equivalent
to 5.0% of the net amount invested), assuming no reduction of
sales charge for quantity purchases.
Page 30
Schedule of Investments
Health Care & Medical Services Growth Trust, Series 2
The First Trust Special Situations Trust, Series 132
At the Opening of Business on the Initial Date of Deposit
, 1995
<TABLE>
<CAPTION>
Approximate
Percentage Market Cost of
of Aggregate Value Equity
Number Ticker Symbol and Offering per Securities
of Shares Name of Issuer of Equity Securities (1) Price (3) Share to Trust (2)
_________ ______________________________________ ____________ ______ ____________
<C> <S> <C> <C> <C>
ABT Abbott Laboratories % $ $
AGN Allergan, Inc. %
BAX Baxter International, Inc. %
BDX Becton, Dickinson & Company %
BSX Boston Scientific Corporation %
CAH Cardinal Health, Inc. %
COL Columbia/HCA Healthcare Corporation %
CYGN Cygnus, Inc. %
DP Diagnostic Products Corporation %
HBOC HBO & Company %
HMSY Health Management Systems, Inc. %
HRC HEALTHSOUTH Corporation %
HUM Humana, Inc. %
JNJ Johnson & Johnson %
MDT Medtronic, Inc. %
OXHP Oxford Health Plans, Inc. %
PRGO Perrigo Company %
PCOP Pharmacopeia, Inc. %
STJM St. Jude Medical, Inc. %
STRY Stryker Corporation %
TMO Thermo Electron Corporation %
USHC U.S. Healthcare, Inc. %
______ _____________
Total Investments 100% $
====== =============
</TABLE>
[FN]
(1) All Equity Securities are represented by regular way contracts
to purchase such Equity Securities for the performance of which
an irrevocable letter of credit has been deposited with the Trustee.
The contracts to purchase Equity Securities were entered into
by the Sponsor on , 1995.
(2) The cost of the Equity Securities to the Trust represents
the aggregate underlying value with respect to the Equity Securities
acquired (generally determined by the last sale prices of the
listed Equity Securities and the ask prices of the over-the-counter
traded Equity Securities at the opening of business on the Initial
Date of Deposit). The valuation of the Equity Securities has been
determined by the Evaluator, an affiliate of the Sponsor. The
aggregate underlying value of the Equity Securities on the Initial
Date of Deposit was $ . Cost and loss to Sponsor relating to
the Equity Securities sold to the Trust were $ and
$ , respectively.
(3) The portfolio may contain additional Equity Securities each
of which will not exceed approximately % of the Aggregate
Offering Price. Although it is not the Sponsor's intention, certain
of the Equity Securities listed above may not be included in the
final portfolio. Also, the percentages of the Aggregate Offering
Price for the Equity Securities are approximate amounts and may
vary in the final portfolio.
Page 31
CONTENTS:
Summary of Essential Information 4
Health Care & Medical Services Growth Trust, Series 2
The First Trust Special Situations Trust, Series 132:
What is The First Trust Special Situations Trust? 6
What are the Expenses and Charges? 6
What is the Federal Tax Status of Unit Holders? 8
Why are Investments in the Trust Suitable for
Retirement Plans? 11
Portfolio:
What are Equity Securities? 11
Risk Factors 11
What are the Equity Securities Selected
for Health Care & Medical Services Growth Trust,
Series 2? 13
What are Some Additional Considerations
for Investors? 15
Public Offering:
How is the Public Offering Price Determined? 16
How are Units Distributed? 18
What are the Sponsor's and Underwriter's Profits? 19
Will There be a Secondary Market? 20
Rights of Unit Holders:
How is Evidence of Ownership
Issued and Transferred? 20
How are Income and Capital Distributed? 20
What Reports will Unit Holders Receive? 22
How May Units be Redeemed? 22
How May Units be Purchased by the Sponsor? 24
How May Equity Securities be Removed
from the Trust? 24
Information as to Sponsor, Trustee and Evaluator:
Who is the Sponsor? 25
Who is the Trustee? 25
Limitations on Liabilities of Sponsor
and Trustee 25
Who is the Evaluator? 26
Other Information:
How May the Indenture be
Amended or Terminated? 26
Legal Opinions 27
Experts 27
Underwriting 27
Report of Independent Auditors 29
Statement of Net Assets 30
Notes to Statement of Net Assets 30
Schedule of Investments 31
___________
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION
TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET
FORTH IN THE REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO,
WHICH THE FUND HAS 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 HEREBY MADE.
GRUNTAL & CO. INCORPORATED
Health Care &
Medical Services
Growth Trust
Series 2
Gruntal & Co., Incorporated
14 Wall Street, 20th Floor
New York, NY 10005
1-800-223-7634
Trustee:
The Chase Manhattan Bank
(National Association)
770 Broadway
New York, New York 10003
1-800-682-7520
PLEASE RETAIN THIS PROSPECTUS
FOR FUTURE REFERENCE
, 1995
MEMORANDUM
Re: The First Trust Special Situations Trust, Series 132
As indicated in our cover letter transmitting the
Registration Statement on Form S-6 and other related material
under the Securities Act of 1933 to the Commission, the only
difference of consequence (except as described below) between The
First Trust Special Situations Trust, Series 131, which is the
current fund, and The First Trust Special Situations Trust,
Series 132, the filing of which this memorandum accompanies, is
the change in the series number. The list of bonds comprising
the Fund, the evaluation, record and distribution dates and other
changes pertaining specifically to the new series, such as size
and number of Units in the Fund and the statement of condition of
the new Fund, will be filed by amendment.
1940 ACT
FORMS N-8A AND N-8B-2
These forms were not filed, as the Form N-8A and Form N-8B-2
filed in respect of Templeton Growth and Treasury Trust, Series 1
and subsequent series (File No. 811-05903) related also to the
subsequent series of the Fund.
1933 ACT
PROSPECTUS
The only significant changes in the Prospectus from the
Series 131 Prospectus relate to the series number and size and
the date and various items of information which will be derived
from and apply specifically to the bonds deposited in the Fund.
CONTENTS OF REGISTRATION STATEMENT
ITEM A Bonding Arrangements of Depositor:
Nike Securities L.P. is covered by a Broker's Fidelity
Bond, in the total amount of $1,000,000, the insurer
being National Union Fire Insurance Company of
Pittsburgh.
ITEM B This Registration Statement on Form S-6 comprises the
following papers and documents:
The facing sheet
The Cross-Reference Sheet
The Prospectus
The signatures
Exhibits
Financial Data Schedule
S-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, The First Trust Special Situations Trust, Series
132 has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
Village of Lisle and State of Illinois on December 13, 1995.
THE FIRST TRUST SPECIAL SITUATIONS
TRUST, SERIES 132
(Registrant)
By: NIKE SECURITIES L.P.
(Depositor)
By Carlos E. Nardo
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following person in the capacity and on the date indicated:
NAME TITLE* DATE
Robert D. Van Kampen Sole Director of
Nike Securities December 13, 1995
Corporation, the
General Partner of
Nike Securities L.P. Carlos E. Nardo
Attorney-in-Fact**
___________________________
* The title of the person named herein represents his capacity
in and relationship to Nike Securities L.P., the Depositor.
** An executed copy of the related power of attorney was filed
with the Securities and Exchange Commission in connection
with Amendment No. 1 to form S-6 of The First Trust Special
Situations Trust, Series 18 (File No. 33-42683) and the same
is hereby incorporated by this reference.
S-2
CONSENTS OF COUNSEL
The consents of counsel to the use of their names in the
Prospectus included in this Registration Statement will be
contained in their respective opinions to be filed as Exhibits
3.1, 3.2, 3.3 and 3.4 of the Registration Statement.
CONSENT OF ERNST & YOUNG LLP
The consent of Ernst & Young LLP to the use of its name and
to the reference to such firm in the Prospectus included in this
Registration Statement will be filed by amendment.
CONSENT OF FT EVALUATORS L.P.
The consent of FT Evaluators L.P. to the use of its name in
the Prospectus included in the Registration Statement is filed as
Exhibit 4.1 to the Registration Statement.
S-3
EXHIBIT INDEX
1.1 Form of Standard Terms and Conditions of Trust for The
First Trust Special Situations Trust, Series 22 and
certain subsequent Series, effective November 20, 1991
among Nike Securities L.P., as Depositor, United States
Trust Company of New York as Trustee, Securities
Evaluation Service, Inc., as Evaluator, and Nike
Financial Advisory Services L.P. as Portfolio Supervisor
(incorporated by reference to Amendment No. 1 to Form S-6
[File No. 33-43693] filed on behalf of The First Trust
Special Situations Trust, Series 22).
1.1.1* Form of Trust Agreement for Series 132 among Nike
Securities L.P., as Depositor, The Chase Manhattan Bank
(National Association), as Trustee, FT Evaluators L.P.,
as Evaluator, and First Trust Advisors L.P., as Portfolio
Supervisor.
1.2 Copy of Certificate of Limited Partnership of Nike
Securities L.P. (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).
1.3 Copy of Amended and Restated Limited Partnership Agreement
of Nike Securities L.P. (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust,
Series 18).
1.4 Copy of Articles of Incorporation of Nike Securities
Corporation, the general partner of Nike Securities L.P.,
Depositor (incorporated by reference to Amendment No. 1
to Form S-6 [File No. 33-42683] filed on behalf of The
First Trust Special Situations Trust, Series 18).
1.5 Copy of By-Laws of Nike Securities Corporaiton, the
general partner of Nike Securities L.P., Depositor
(incorporated by reference to Amendment No. 1 to Form S-6
[File No. 33-42683] filed on behalf of The First Trust
Special Situations Trust, Series 18).
2.1 Copy of Certificate of Ownership (included in Exhibit 1.1
filed herewith on page 2 and incorporated herein by
reference).
3.1* Opinion of counsel as to legality of Securities being
registered.
3.2* Opinion of counsel as to Federal income tax status of
Securities being registered.
S-4
3.3* Opinion of counsel as to New York income tax status of
Securities being registered.
3.4* Opinion of counsel as to advancement of funds by Trustee.
4.1* Consent of FT Evaluators L.P.
6.1 List of Directors and Officers of Depositor and other
related information (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust,
Series 18).
7.1 Power of Attorney executed by the Director listed on page
S-3 of this Registration Statement (incorporated by
reference to Amendment No. 1 to Form S-6 [File No.
33-42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
___________________________________
* To be filed by amendment.
S-5
