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 135
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 135
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 22, 1995
Economic Outlook Growth Trust, Series 1996
The Trust. The First Trust (registered trademark) Special Situations
Trust, Series 135 (Economic Outlook Growth Trust, Series 1996)
is a unit investment trust consisting of a portfolio containing
common stocks issued by companies which are considered to have
the potential for capital appreciation (the "Equity Securities").
The objective of the Trust is to provide potential capital appreciation
by investing the Trust's portfolio in common stocks. See "Schedule
of Investments." The Trust has a mandatory termination date (the
"Mandatory Termination Date" or "Trust Ending Date") of approximately
one year from the date of this Prospectus 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 but
may decline more than or not increase as much as stocks in general.
See "Portfolio."
The Sponsor may, from time to time after the Initial Date of Deposit,
deposit additional Equity Securities in the Trust. Such deposits
of additional Equity Securities will be done in such a manner
that the original proportionate relationship among the number
of shares of 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 share relationship established on the Initial Date
of Deposit, and not the actual proportionate share relationship
on the subsequent date of deposit, because the latter share relationship
may be different than the original proportionate share 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. Moreover, because
of fluctuations in the price of the Equity Securities, the proportionate
value relationship among the Equity Securities on any subsequent
date of deposit will probably be different from that established
on the Initial 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
Economic Outlook Growth Trust, Series 1996 is equal to the aggregate
underlying value of the Equity Securities in the Trust (generally
determined by the closing sale prices of the 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
for the Trust equal to the difference between the maximum sales
charge for the Trust (2.90% of the Public Offering Price) and
the maximum remaining deferred sales charge (initially $0.195
per Unit). Commencing , 1996, and on the last
business day of each month thereafter, through
, 1996, a deferred sales charge of $0.0195
will be assessed per Unit. 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. 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 2.90% of the Public Offering Price (equivalent to
2.928% of the net amount invested, exclusive of the deferred sales
charge). A pro rata share of accumulated dividends, if any, in
the Income Account is included in the Public Offering Price. The
minimum amount which an investor may purchase in the Trust is
$1,000 ($250 for an Individual Retirement Account or other retirement
plans). The sales charge for the Trust is reduced on a graduated
scale for sales involving at least 5,000 Units. See "How is the
Public Offering Price Determined?"
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.
Robert W. Baird & Co. Incorporated
The date of this Prospectus is , 1996
Page 1
Dividend and Capital Distributions. Distributions of dividends
received by the Trust, if any, will be made as part of the final
liquidation distribution. Distributions of funds in the Capital
Account, if any, will be made as part of the final liquidation
distribution, and in certain circumstances, earlier. 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 remaining Unit holder
his or her 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?" The Sponsor intends to create
a separate 1997 series of the Economic Outlook Growth Trust (the
"1997 Trust") in conjunction with the termination of this series
of the Trust. Unit holders who elect to become Rollover Unit holders
will not receive the final liquidation distribution, but will
receive units in the 1997 Trust. See "Special Redemption, Liquidation
and Investment in a New Trust." However, there is no assurance
that the 1997 Trust will be offered.
Secondary Market for Units. While under no obligation to do so,
the Sponsor and the Underwriter intend 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 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
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
or more Units of the Trust 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?"
Special Redemption, Liquidation and Investment in a New Trust.
Unit holders who hold their Units in book entry form may be given
the option of specifying by , 1996 (the "Rollover
Notification Date") to have all of their Units redeemed in-kind
on the Rollover Notification Date and the distributed Equity Securities
sold by the Trustee, in its capacity as Distribution Agent, during
the Special Redemption and Liquidation Period. (Unit holders so
electing are referred to herein as "Rollover Unit holders.") The
Distribution Agent will appoint the Sponsor as its agent to determine
the manner, timing and execution of sales of underlying Equity
Securities. The proceeds of the redemption will then be invested
in Units of the 1997 Trust, if such Trust is offered. The Sponsor
may, however, stop creating new Units of the 1997 Trust at any
time in its sole discretion without regard to whether all the
proceeds to be invested have been invested. Cash which has not
been invested on behalf of the Rollover Unit holders in the 1997
Trust will be distributed at the end of the Special Redemption
and Liquidation Period. However, the Sponsor anticipates that
sufficient Units can be created, although moneys in the Trust
may not be fully invested on the next business day. If the1997
Trust is offered, each Rollover Unit holder may elect to use their
redemption proceeds to purchase Units of the 1997 Trust at a reduced
sales charge. Units purchased other than with redemption proceeds
will be subject to the full sales charge. The portfolio for the
1997 Trust, if offered, will contain common stock issued by companies
which are considered to have the potential for capital appreciation
for the year 1997. Rollover Unit holders will receive credit for
the amount of dividends in the Income Account of the Trust which
will be included in the reinvestment in Units of the 1997 Trust.
The exchange option described above is subject to modification,
termination or suspension.
Termination. The Trust will terminate approximately one year after
the Initial Date of Deposit regardless of market conditions at
that time. 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
Page 2
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 or her address appearing on the registration books of the
Trust maintained by the Trustee. At least 30 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 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 the "Rollover
Option" or a distribution of shares of the 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?"
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. Finally, the results of ownership
of Units will differ from the results of ownership of the underlying
Equity Securities of the Trust for various reasons, including
the timing of the purchase and sale (or redemption) of Units of
the Trust, sales charges and expenses of the Trust and taxes.
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- , 1996
Underwriter: Robert W. Baird & 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 2.90% of the Public Offering Price
per Unit (2.928% of the net amount invested, exclusive of
the deferred sales charge) (2) $
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
Rollover Notification Date , 1996
Special Redemption and Liquidation
Period During the period from , 1996
to , 1997.
Mandatory Termination Date , 1997
Discretionary Liquidation Amount A Trust may be terminated if
the value of the Equity Securities is
less than the lower of $2,000,000 or
20% of the total value of Equity
Securities deposited in a Trust during
the primary offering period.
Trustee's Annual Fee (4) $ per Unit outstanding.
Evaluator's Annual Fee $ per Unit outstanding. Evalua-
tions 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 (5) Maximum of $ per Unit outstand-
ing annually payable to an affiliate
of the Sponsor.
Estimated Organizational and Offering
Expenses (6) $ per Unit.
Income Distribution (7) Distributions of dividends received by
the Trust will be made as part of the final liquidation distribution.
[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 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 2.90% of the
Public Offering Price and the amount of the maximum remaining
deferred sales charge (initially $.1950 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 of the Trust will pay a
deferred sales charge of $0.0195 per Unit per month commencing
, 1996 and on the last business day of each
month thereafter through , 1996. 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. 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. 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 share relationship among
the individual Equity 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 no event shall the Trustee receive compensation in any
one year of less than $2,000 for such annual compensation.
(5) In addition, the Sponsor will be reimbursed for bookkeeping
and other administrative expenses currently at a maximum annual
rate of $.0010 per Unit.
(6) 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 one year. 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.
(7) If the 1997 Trust is offered, at the Rollover Notification
Date for Rollover Unit holders or upon termination of the Trust
for other Unit holders, amounts in the Income Account (which consist
of dividends on the Equity Securities) will be included in amounts
distributed to or on behalf of Unit holders. 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 as part of the final
liquidation distribution.
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 only approximately one year and is a unit
investment trust rather than a mutual fund, this information is
presented to permit a comparison of fees, assuming the principal
amount and distributions are rolled over each year into a new
Trust subject only to the deferred sales charge.
<TABLE>
<CAPTION>
Amount
per Unit
_________
<S> <C> <C>
Unit holder Transaction Expenses
Initial sales charge imposed on purchase
(as a percentage of the Public Offering Price) 0.95%(a) $ 0.095
Deferred sales charge per year
(as a percentage of original purchase price) 1.95%(b) .195
________ ________
2.90% $ 0.290
======== ========
Maximum Sales Charge per year imposed on
Reinvested Dividends 1.95%(c) 0.195
Estimated Annual Fund Operating Expenses
(as a percentage of average net assets)
Trustee's fee % $
Portfolio supervision, bookkeeping, administrative,
evaluation fees, organizational
and offering expenses %
Other operating expenses %
________ ________
Total % $
======== ========
</TABLE>
<TABLE>
<CAPTION>
Example
Cumulative Expenses Paid for Period:
1 Year 3 Years(d) 5 Years(d) 10 Years(d)
______ __________ __________ __________
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a $1,000
investment, assuming the Economic Outlook Growth Trust,
Series 1996 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 2.90% and the maximum remaining
deferred sales charge (initially $.1950 per Unit) and would exceed
1.00% if the Public Offering Price exceeds $10.00 per Unit.
(b) The actual fee is $0.0195 per month per Unit, irrespective
of purchase or redemption price deducted in each of the last ten
months of each one-year Trust. If the Unit price exceeds $10.00
per Unit, the deferred sales charge will be less than 1.95%. If
the Unit price is less than $10.00 per Unit, the deferred sales
charge will exceed 1.95%. Units purchased subsequent to the initial
deferred sales charge payment will be subject to only the Initial
Sales Charge and the remaining deferred sales charge payments.
(c) Reinvested Dividends will be subject only to the deferred
sales charge remaining at the time of reinvestment. See "How are
Income and Capital Distributed?"
(d) Although the Trust has a term of only one year and is a unit
investment trust rather than a mutual fund, this information is
presented to permit a comparison of fees, assuming the principal
amount and distributions are rolled over each year into a new
Trust subject only to the deferred sales charge.
Page 5
Economic Outlook Growth Trust, Series 1996
The First Trust Special Situations Trust, Series 135
What is The First Trust Special Situations Trust?
The First Trust Special Situations Trust, Series 135 (Economic
Outlook Growth Trust, Series 1996) 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.") The Trust is a unit investment trust 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 companies which are considered to have the potential
for capital appreciation (the "Equity Securities"), 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 Equity
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 Economic Outlook Growth Trust, Series 1996
is to provide potential capital appreciation by investing in common
stocks of companies which are considered to have the potential
for capital appreciation. Each of the Equity Securities chosen
by the Underwriter has been selected to do well in a period of
slow economic growth and difficult corporate earnings comparisons,
which the Underwriter believes will be the prevailing market during
the next twelve months. To achieve the Trust's objective, the
Underwriter has identified four sectors which it believes should
do well in such an economic environment: health care; business
services; telecommunications equipment and services; and interest-sensitive
stocks. The Underwriter selected companies within these sectors
which it believes should do well over the next twelve months based
upon such companies reputation as being higher quality, well-established
companies with stable demand, strong finances and a history of
doing well in previous economic slowdowns. There is, of course,
no guarantee that the objective of the Trust will be achieved.
With the deposit of the Equity Securities on the Initial Date
of Deposit, the Sponsor established a percentage relationship
between the number of shares of Equity Securities in the Trust's
portfolio. See "What are the Equity Securities Selected for Economic
Outlook Growth Trust, Series 1996?" 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 share relationship (subject to appropriate
adjustment in the event of stock splits, stock dividends and the
like) and not the actual proportionate share relationship on the
subsequent date of deposit, because the latter relationship may
be different than the original proportionate share 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. Moreover, because
of fluctuations in the price of the Equity Securities, the proportionate
value relationship among the Equity Securities on any subsequent
Date of Deposit will probably be different from that established
on the Initial 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" for the Trust. 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.
Page 6
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 be increased proportionately. 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 undivided
fractional interest represented by each outstanding 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 the 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. Such bookkeeping and administrative charges
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. The fees payable to
the Sponsor for such services may exceed the actual costs of providing
such services for the Trust, but at no time will the total amount
received for such services rendered to all unit investment trusts
of which Nike Securities L.P. is the Sponsor in any calendar year
exceed the aggregate cost to the Sponsor of supplying such services
in such year. First Trust Advisors L.P., an affiliate of the Sponsor,
will receive an annual supervisory fee, which is not to exceed
the amount 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. This fee may exceed the actual costs of providing such
supervisory services for the Trust, but at no time will the total
amount received for portfolio supervisory services rendered to
all 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 all 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 calendar 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 registering or qualifying the Units
with the states, the initial audit of the Trust's portfolio, legal
fees, the initial fees and expenses of the Trustee and any other
out-of-pocket expenses, will be paid by the Trust and
Page 7
charged off over a period not to exceed one year. The following
additional charges are or may be incurred by the Trust: all legal
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,
if any, 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 and may tend to reduce gains or
increase the losses which are ultimately received by the Unit
holders from investing in the Trust. See "What is the Federal
Tax Status of Unit Holders?"
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 or her pro rata
share of the income derived from each Equity Security when such
income is received by the Trust.
2. Each Unit holder will have a taxable event when the Trust
disposes of an Equity Security (whether by sale, taxable exchange,
liquidation, redemption, or otherwise) or upon the sale or redemption
of Units by the Unit holder. The price a Unit holder pays for
his or her Units is allocated among his or her 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 or her Units) in order to determine his or her tax basis for
his or her 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
exceeds 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 or her 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 or a financial institution and will be
long-term if the Unit holder has held his or her Units for more than
Page 8
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 or a financial institution) and, in general, will be
long-term if the Unit holder has held his or her Units for more
than one year. Unit holders should consult their tax advisers
regarding the recognition of gains and losses for Federal income
tax purposes. In particular, a Rollover Unit holder should be
aware that a Rollover Unit holder's loss, if any, incurred in
connection with the exchange of Units for Units in the next new
series of the Economic Outlook Growth Trust, Series 1996 (the
"1997 Trust") will generally be disallowed with respect to the
disposition of any Equity Securities pursuant to such exchange
to the extent that such Unit holder is considered the owner of
substantially identical securities under the wash sale provisions
of the Code taking into account such Unit holder's deemed ownership
of the securities underlying the Units in a 1997 Trust in the
manner described above, if such substantially identical securities
are acquired within a period beginning 30 days before and ending
30 days after such disposition. However, any gains incurred in
connection with such an exchange by a Rollover Unit holder would
be recognized.
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 is 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.
Dividends Received Deduction. A Unit holder will be considered
to have received all of the dividends paid on his or her 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 recently been issued which address
special rules that must be considered in determining whether the
46-day holding period 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.
Page 9
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 (although losses incurred by Rollover Unit holders may
be subject to disallowance, as discussed above). 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 or she is deemed thereby
to have disposed of his or her entire pro rata interest in all
assets of the Trust involved including his or her pro rata portion
of all the Equity Securities represented by the Unit.
Special Tax Consequences of In-Kind Distributions Upon Redemption
of Units, Termination of the Trust and Investment in a New 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 of the Trust 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 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's 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 or her 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.
Page 10
As discussed in "Rights of Unit Holders-Special Redemption, Liquidation
and Investment in a New Trust," a Unit holder may elect to become
a Rollover Unit holder. To the extent a Rollover Unit holder exchanges
his or her Units for Units of the 1996 Trust in a taxable transaction,
such Unit holder will recognize gains, if any, but generally will
not be entitled to a deduction for any losses recognized upon
the disposition of any Equity Securities pursuant to such exchange
to the extent that such Unit holder is considered the owner of
substantially identical securities under the wash sale provisions
of the Code taking into account such Unit holder's deemed ownership
of the securities underlying the Units in such 1996 Trust in the
manner described above, if such substantially identical securities
were acquired within a period beginning 30 days before and ending
30 days after such disposition under the wash sale provisions
contained in Section 1091 of the Code. In the event a loss is
disallowed under the wash sale provisions, special rules contained
in Section 1091(d) of the Code apply to determine the Unit holder's
tax basis in the securities acquired. Rollover Unit holders are
advised to consult their tax advisers.
Computation of the Unit holder's Tax Basis. Initially, a Unit
holder's tax basis in his or her Units will generally equal the
price paid by such Unit holder for his or her 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 or her pro rata portion of each Equity
Security.
A Unit holder's tax basis in his or her Units and his or her 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 by the Internal
Revenue Service 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 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 Trusts 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.
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. Accordingly,
investors
Page 11
considering investing through a retirement plan should consider
doing so with funds already in such plan.
PORTFOLIO
What are Equity Securities?
The Trust consists of different issues of Equity Securities which
are listed on the New York Stock Exchange or other national securities
exchanges, the NASDAQ National Market System or traded in the
over-the-counter market. See "What are the Equity Securities Selected
for Economic Outlook Growth Trust, Series 1996?" for a general
description of the companies.
Risk Factors. 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. Due to the short duration of the Trust, there is no
guarantee that the Trust's objective will be achieved or that
the Trust will provide for capital appreciation in excess of the
Trust's expenses. Neither the Sponsor, the Trustee nor the Underwriter
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.
In fact, no Equity Security will be sold prior to termination
of the Trust (except on a pro rata basis with the sale of all
other Equity Securities to satisfy redemption requests or to pay
expenses and in certain other limited circumstances) even if the
Underwriter comes to believe that such Equity Security no longer
has the potential for capital appreciation, or issues a "sell"
recommendation with respect to such Equity Security.
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
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
Page 12
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 Underwriter has acquired or will acquire the Equity Securities
for the Sponsor and thereby benefits from transaction fees. The
Underwriter in its general securities business acts as agent or
principal in connection with the purchase and sale of equity securities,
including the Equity Securities in the Trust, and may act as a
market maker in certain of the Equity Securities. The Underwriter
also from time to time may issue reports on and make recommendations
relating to equity securities, which may include the Equity Securities.
What are the Equity Securities Selected for Economic Outlook Growth
Trust, Series 1996?
AT&T Corporation, headquartered in New York, New York, provides
products, services and systems for the movement and management
of information. The company also provides voice, data and image
telecommunications services, including domestic and international
long distance telecommunications services. In addition, the company
also markets AT&T products, systems and services in the United
States and abroad.
Andrew Corporation, headquartered in Orland Park, Illinois, is
a multinational manufacturer and supplier of specialized antennae
and transmission lines used in telecommunications systems. In
addition, the company supplies specialized antennae, radar and
communication reconnaissance systems for the military and defense
markets. Andrew Corporation also supplies products and services
for the interconnectivity needs of computer networks.
Biomet, Inc. designs, manufactures and markets surgical implants,
orthopedic support devices and operating room supplies. Headquartered
in Warsaw, Indiana, the company has manufacturing facilities in
the United States and Great Britain.
Page 13
DPL, Inc., based in Dayton, Ohio, operates through its subsidiary,
The Dayton Power and Light Company. The company supplies electricity
and natural gas to numerous counties in Ohio. The company's largest
industrial customer group is the electrical and electronic machinery
industry.
FIserv, Inc., headquartered in Brookfield, Wisconsin, is a major
provider of on-line data processing services to banks and other
financial institutions through the company's proprietary software
which is maintained on its mainframe computers at data processing
centers nationwide and overseas.
Keane, Inc., headquartered in Boston, Massachusetts, provides
computer software project management, design and applications
development services for large corporations and hospitals. The
company develops and markets "KeaMed Hospital Systems," a line
of financial, patient care and clinical software products used
by hospitals. The information services division provides programmers,
analysts, and project managers to help with operations.
KeyCorp, headquartered in Cleveland, Ohio, is a national banking
franchise of banking subsidiaries with significant operations
in the Midwest. Retail, commercial and investment management and
trust services are the company's three primary lines of business.
KeyCorp also owns non-bank subsidiaries providing trust, leasing,
credit, life insurance, data processing, mortgage banking and
investment services.
Lunar Corporation, headquartered in Madison, Wisconsin, develops,
manufactures and markets products for the diagnosis, monitoring
and treatment of osteoporosis and other metabolic bone diseases.
The company is developing a drug for the treatment of osteoporosis
and also develops and sells bone densitometers. Sales are worldwide
to hospitals, pharmaceutical companies and medical institutions.
Mylan Laboratories, Inc., headquartered in Pittsburgh, Pennsylvania,
manufactures a broad line of generic pharmaceutical products.
Products are made in tablet, capsule and powder dosage forms and
include anti-anxiety, antidepressant, antihistamine and anti-inflammatory
drugs. Mylan Laboratories, Inc. jointly owns Somerset Pharmaceuticals
(with Circa Pharmaceuticals) which markets Eldepryl, a treatment
for Parkinson's disease. Mylan Laboratories, Inc. currently has
alliances with Eli Lilly & Co. and Roche Holdings Ltd. to manufacture
and market generic drugs.
Patterson Dental Company, headquartered in Mendota Heights, Minnesota,
is a distributor of dental equipment to dentists, dental laboratories
and institutions. Products include hand instruments, dental lights,
sterilization products, x-ray film, dental chairs and intraoral
cameras. The company also provides related services such as dental
office design, equipment financing programs and dental equipment
installation and repair.
PacifiCorp is a diversified electric utility company, providing
electric service in seven western states. Non-electric businesses
include NERCO, Inc. and Pacific Telecom, Inc., majority-owned
mining and resource development and telecommunications subsidiaries,
respectively.
Pfizer, Inc., a large, worldwide firm headquartered in New York,
New York, develops, manufactures and sells technology-intensive
products in 4 segments: Health Care (accounting for most of revenues)
including pharmaceuticals, medical devices and surgical equipment;
Animal Health; Food Science and Consumer Products. The company's
products include "Zoloft" antidepressant, "Zithromax" antibiotic,
"Norvasc" and "Procardia" cardiovascular drugs and "Diflucan"
antifungal infection drug.
Romac International, Inc., headquartered in Tampa, Florida, provides
permanent and temporary placement of technical and professional
personnel. These personnel are trained in the accounting, finance,
healthcare, information services, manufacturing, marketing, pharmaceutical
research and sales areas.
Southtrust Corporation is a regional bank holding company headquartered
in Birmingham, Alabama. The company has subsidiary banks, as well
as bank-related affiliates located in the States of Alabama, Florida,
Georgia, North Carolina, South Carolina, and Tennessee. Through
its subsidiary banks and affiliates, the company offers general
banking services, as well as mortgage banking, credit life and
securities brokerage to commercial and retail customers.
Tellabs, Inc., headquartered in Lisle, Illinois, designs, assembles,
markets and service voice and data networking products. These
products are used by providers of telecommunication services in
private and public voice data networks worldwide. These products
include data communications systems, network access
Page 14
systems and digital systems. Customers include Bell companies,
independent telephone companies, government agencies and businesses.
WPL Holdings, Inc., headquartered in Madison, Wisconsin, is the
holding company for Wisconsin Power & Light Company which provides
electricity, natural gas and water at retail to cities, villages
and towns throughout south central Wisconsin. The company also
has operations which include real estate development and environmental,
energy and utility consulting services.
Please refer to the APPENDIX following the last page of this document
for details on the chart included at this point.
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 value at the time
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,
including the impact of the Sponsor's purchase and sale of the
Equity Securities (especially during the primary offering period
of Units of the Trust and during the Special Redemption and Liquidation
Period) and other factors.
Neither the Sponsor, the Trustee nor the Underwriter shall be
liable in any way for any default, failure or defect in any Equity
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).
Investors should also consider the fact that as a unit investment
trust, the Trust differs from a mutual fund in that in most cases
a mutual fund has a portfolio manager whose responsibility is
to decide on asset allocations (as between cash, equity securities
and debt securities), whether to purchase, sell or hold existing
securities in the portfolio, as well as how to resolve other investment
questions. By contrast, 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?" and "What are Equity Securities?-Risk Factors."
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
Page 15
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.
Legislation. From time to time Congress considers proposals to
reduce the rate of the dividends-received deductions. Enactment
into law of a proposal to reduce the rate would adversely affect
the after-tax return to investors who can take advantage of the
deduction. Unit holders are urged to consult their own tax advisers.
Further, at any time after the Initial Date of Deposit, legislation
may be enacted, with respect to the Equity Securities in the Trust
or the issuers of the Equity Securities. Changing approaches to
regulation, particularly with respect to the environment, may
have a negative impact on certain companies represented in the
Trust. There can be no assurance that future legislation, regulation
or deregulation will not have a material adverse effect on the
Trust or will not impair the ability of the issuers of the Equity
Securities to achieve their business goals.
PUBLIC OFFERING
How is the Public Offering Price Determined?
Units are offered at the Public Offering Price, which is based
on the aggregate underlying value of the Equity Securities in
the Economic Outlook Growth Trust, Series 1996 (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 Income and Capital Accounts of such
Trust, plus an initial sales charge with respect to the Trust
equal to the difference between the maximum sales charge for the
Trust (2.90% of the Public Offering Price) and the maximum remaining
deferred sales charge (initially $.1950 per Unit for the Trust)
divided by the amount of Units of the Trust outstanding. Commencing
, 1996, and on the last business day of each
month thereafter, through , 1996, Unit holders
will be assessed a deferred sales charge of $0.0195 per Unit per
month. 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. 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 2.90% of the Public Offering Price (equivalent to 2.928% of
the net amount invested, exclusive of the deferred sales charge).
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 is also
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 for the Trust, 2.90%
of the Public Offering Price, and the maximum deferred sales charge
and the remaining deferred sales charge payments, divided by the
number of outstanding Units of the Trust.
The minimum amount an investor may purchase in the Trust is $1,000
($250 for an Individual Retirement Account or other retirement
plans). The applicable sales charge of the Economic Outlook Growth
Trust, Series 1996 for primary market sales is reduced by a discount
as indicated below for volume purchases as a percentage of the
Public Offering Price (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 0.30% 2.65%
10,000 but less than 15,000 0.65% 2.30%
15,000 or more 0.95% 2.00%
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 broker/dealer, bank or other selling agent.
Page 16
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 Underwriter,
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 the Underwriter, broker/dealers, banks or other
selling agents and their subsidiaries will be subject only to
the deferred portion of the sales charge as described above for
purchases of Units during the primary and secondary public offering
periods.
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 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 calculation of the aggregate underlying
value of the Equity Securities for secondary market sales is determined
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 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.
Page 17
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. During such period, the Sponsor may deposit
additional Equity Securities in a 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 will be made to dealers
and others at prices which represent a concession or agency commission
of % of the Public Offering Price for primary and secondary
market sales. However, resales of Units of the Trust by such dealers
and others 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. In the event the Sponsor reacquires, or the Trustee
redeems, Units from brokers, dealers and others while a market
is being maintained for such Units, such entities agree to repay
immediately to the Sponsor any such concession or agency commission
relating to such reacquired Units. Certain commercial banks may
be making Units of the Trusts 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
above. 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.
What are the Sponsor's and Underwriter's Profits?
The Underwriter of the Trust will receive a gross sales commission
equal to a maximum of 2.90% of the Public Offering Price of the
Units (equivalent to 2.928% of the net amount invested), less
any reduced sales charge for quantity purchases as described under
"Public Offering-How is the Public Offering Price Determined?"
See "Underwriting" for information regarding the receipt of the
excess gross sales commissions by the Sponsor from the Underwriter
and additional concessions available to the Underwriter, 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 on subsequent deposits) and the cost of such Equity
Securities to the Sponsor. See "Underwriting" and Note (2) of
"Schedule of Investments." During the initial offering period,
the Underwriter may realize profits or sustain losses as a result
of fluctuations after the Date of Deposit in the Public Offering
Price received by the Underwriter upon the sale of Units held
in the Underwriter's inventory.
In maintaining a market for the Units, the Sponsor and Underwriter
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 sales
charge of 2.90%) or redeemed. The secondary market public offering
price of Units may be greater or less than the cost of such Units
to the Sponsor and Underwriter.
Page 18
Will There be a Secondary Market?
After the initial offering period, although it is not obligated
to do so, the Sponsor and Underwriter intend 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 a Trust plus or minus cash,
if any, in the Income and Capital Accounts of such 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 OR HER UNITS,
HE OR SHE SHOULD INQUIRE OF THE SPONSOR OR THE UNDERWRITER AS
TO CURRENT MARKET PRICES PRIOR TO MAKING A TENDER FOR REDEMPTION
TO THE TRUSTEE. Units 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 or her name appears on
the face of the certificate with 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 (book
entry) form. ONLY UNIT HOLDERS WHO ELECT TO HOLD UNITS IN UNCERTIFICATED
(BOOK ENTRY) FORM ARE ELIGIBLE TO PARTICIPATE AS A ROLLOVER UNIT
HOLDER. 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 (book
entry) 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.
Page 19
How are Income and Capital Distributed?
The Trustee will distribute any net income received with respect
to any of the securities in the Trust as part of the final liquidation
distribution. See "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. Proceeds received on the
sale of any Equity Securities in the Trust, to the extent not
used to meet redemptions of Units, pay the deferred sales charge
or pay expenses, will, however, be distributed on the last day
of each month to Unit holders of record on the fifteenth day of
each 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 a 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 as part of the final liquidation
distribution, and in certain circumstances, earlier. See "What
is the Federal Tax Status of Unit Holders?"
It is anticipated that the deferred sales charge will be collected
from the Capital Account and that amounts in the Capital Account
will be sufficient to cover the cost of the deferred sales charge.
However, to the extent that amounts in the Capital Account are
insufficient to satisfy the then current deferred sales charge
obligation, Equity Securities may be sold to meet such shortfall.
Distributions of amounts necessary to pay the deferred portion
of the sales charge will be made to an account designated by the
Sponsor for purposes of satisfying Unit holders' deferred sales
charge obligations.
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 under certain circumstances by contacting the Trustee,
otherwise the amount may be recoverable 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 who is not a Rollover Unit holder will, upon surrender
of his or her Units for redemption, receive (i) the pro rata share
of the amounts realized upon the disposition of Equity Securities,
unless he or she elects an In-Kind Distribution as described below
and (ii) a pro rata share of any other assets of the Trust, less
expenses of such Trust. Not less than 30 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. Unit holders requesting an In-Kind
Distribution will receive cash in lieu of fractional shares of
the Equity Securities. A Unit holder receiving an In-Kind Distribution
may, of course, at any time after the Equity Securities are distributed
to him or her by the Trust, sell all or a portion of the Equity Securities.
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.
Page 20
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 a Trust the following information in
reasonable detail: (1) a summary of transactions in such Trust
for such year; (2) any Equity Securities sold during the year
and the Equity Securities held at the end of such year by such
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 or her 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 in which the New York Stock Exchange is open
for trading), except that as regards Units received after 4:00
p.m. eastern 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 of the Trust 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. An In-Kind Distribution will be reduced by customary
transfer and registration charges. The tendering Unit holder will
receive his or her pro rata number of whole shares of each of
the Equity Securities comprising a 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
Page 21
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 of the Trust will be
and the diversity of the Trust may 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 and the Public Offering Price per
Unit (which includes the sales charge) during the initial offering
period (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 (including "when issued"
contracts, if any) 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 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 Redemption Price per Unit will be assessed
the amount, if any, of the remaining deferred sales charge at
the time of redemption.
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 therefore 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.
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.
Special Redemption, Liquidation and Investment in a New Trust
If the 1997 Trust is offered to investors, a special redemption
and liquidation will be made of all Units of the Trust held by
any Unit holder (a "Rollover Unit holder") who affirmatively notifies
the Trustee in writing that he or she so desires by the Rollover
Notification Date specified in the "Summary of Essential Information."
Page 22
All Units of Rollover Unit holders will be redeemed In-Kind during
the Special Redemption and Liquidation Period and the underlying
Equity Securities will be distributed to the Distribution Agent
on behalf of the Rollover Unit holders. During the Special Redemption
and Liquidation Period (as set forth in "Summary of Essential
Information"), the Distribution Agent will be required to sell
all of the underlying Equity Securities on behalf of Rollover
Unit holders. The sales proceeds will be net of brokerage fees,
governmental charges or any expenses involved in the sales.
The Distribution Agent will engage the Sponsor as its agent to
sell the distributed Equity Securities. The Sponsor will attempt
to sell the Equity Securities as quickly as is practicable during
the Special Redemption and Liquidation Period. The Sponsor does
not anticipate that the period will be longer than ten business
days, and it could be as short as one day, given that the Equity
Securities are usually highly liquid. The liquidity of any Equity
Security depends on the daily trading volume of the Equity Security
and the amount that the Sponsor has available for sale on any
particular day.
It is expected (but not required) that the Sponsor will generally
follow the following guidelines in selling the Equity Securities:
for highly liquid Equity Securities, the Sponsor will generally
sell Equity Securities on the first day of the Special Redemption
and Liquidation Period; for less liquid Equity Securities, on
each of the first two days of the Special Redemption and Liquidation
Period, the Sponsor will generally sell any amount of any underlying
Equity Securities at a price no less than 1/2 of one point under
the closing sale price of those Equity Securities on the preceding
day. Thereafter, the Sponsor intends to sell without any price
restrictions at least a portion of the remaining underlying Equity
Securities, the numerator of which is one and the denominator
of which is the total number of days remaining (including that
day) in the Special Redemption and Liquidation Period.
The Rollover Unit holders' proceeds will be invested in the next
new series of the Economic Outlook Growth Trust (the "1997 Trust")
created in conjunction with the termination of this series of
the Economic Outlook Growth Trust, if then registered in the Unit
holder's state and being offered, the portfolio of which is expected
to contain equity securities. The proceeds of redemption available
on each day will be used to buy 1997 Trust Units as the proceeds
become available at the Public Offering Price of the 1997 Trust,
including a reduced sales charge per Unit. Units purchased other
than with redemption proceeds will be subject to the full sales charge.
The Sponsor intends to create 1997 Trust Units as quickly as possible,
dependent upon the availability and reasonably favorable prices
of the equity securities included in the 1997 Trust portfolio,
and it is intended that Rollover Unit holders will be given first
priority to purchase the 1997 Trust Units. There can be no assurance,
however, that the 1997 Trust will be created, or if created, as
to the exact timing of the creation of the 1997 Trust Units or
the aggregate number of 1997 Trust Units which the Sponsor will
create. The Sponsor may, in its sole discretion, stop creating
new Units (whether permanently or temporarily) at any time it
chooses, regardless of whether all proceeds of the Special Redemption
and Liquidation have been invested on behalf of Rollover Unit
holders. Cash which has not been invested on behalf of the Rollover
Unit holders in 1997 Trust Units will be distributed within a
reasonable time after such occurrence. However, since the Sponsor
can create Units, the Sponsor anticipates that sufficient Units
can be created, although moneys in the 1997 Trust may not be fully
invested on the next business day.
Any Rollover Unit holder may thus be redeemed out of the Trust
and become a holder of an entirely different Trust, the 1997 Trust,
with a different portfolio of equity securities. The Rollover
Unit holders' Units will be redeemed In-Kind and the distributed
Equity Securities shall be sold during the Special Redemption
and Liquidation Period. In accordance with the Rollover Unit holders'
offer to purchase the 1997 Trust Units, the proceeds of the sales
(and any other cash distributed upon redemption) will be invested
in the 1997 Trust, at the public offering price, including a reduced
sales charge per Unit.
This process of redemption, liquidation, and investment in a new
Trust is intended to allow for the fact that the portfolios selected
are chosen on the basis of growth and income potential only for
a year, at which point a new portfolio is chosen. It is contemplated
that a similar process of redemption, liquidation and investment
in a new trust will be available for the 1997 Trust and each subsequent
series of the Trust, approximately
Page 23
a year after that Series' creation. However, there is no assurance
that any such subsequent series of the Trust will be offered.
The Sponsor believes that the gradual redemption, liquidation
and investment in the Trust will help mitigate any negative market
price consequences stemming from the trading of large volumes
of securities and of the underlying Equity Securities in the Trust
in a short, publicized period of time. The above procedures may,
however, be insufficient or unsuccessful in avoiding such price
consequences. In fact, market price trends may make it advantageous
to sell or buy more quickly or more slowly than permitted by these
procedures. Rollover Unit holders could then receive a less favorable
average Unit price than if they bought all their Units of the
Trust on any given day of the period.
It should also be noted that Rollover Unit holders may realize
taxable capital gains on the Special Redemption and Liquidation
but, in certain unlikely circumstances, will not be entitled to
a deduction for certain capital losses and, due to the procedures
for investing in the 1997 Trust, no cash would be distributed
at that time to pay any taxes. Included in the cash for the Special
Redemption and Liquidation may be an amount of cash attributable
to the distribution of dividend income; accordingly, Rollover
Unit holders also will not have cash distributed to pay any taxes.
See "What is the Federal Tax Status of Unit holders?"
In addition, during this period a Unit holder will be at risk
to the extent that Equity Securities are not sold and will not
have the benefit of any stock appreciation to the extent that
moneys have not been invested; for this reason, the Sponsor will
be inclined to sell and purchase the Equity Securities in as short
a period as they can without materially adversely affecting the
price of the Equity Securities.
Unit holders who do not inform the Distribution Agent that they
wish to have their Units so redeemed and liquidated ("Remaining
Unit holders") will continue to hold Units of the Trust as described
in this Prospectus until the Trust is terminated or until the
Mandatory Termination Date listed in the Summary of Essential
Information, whichever occurs first. These Remaining Unit holders
will not realize capital gains or losses due to the Special Redemption
and Liquidation, and will not be charged any additional sales
charge. If a large percentage of Unit holders become Rollover
Unit holders, the aggregate size of the Trust will be sharply
reduced. As a consequence, expenses, if any, in excess of the
amount to be borne by the Trustee would constitute a higher percentage
amount per Unit than prior to the Special Redemption, Liquidation
and Investment in the 1997 Trust. The Trust might also be reduced
below the Discretionary Liquidation Amount listed in the Summary
of Essential Information because of the lesser number of Units
in the Trust, and possibly also due to a value reduction, however
temporary, in Units caused by the Sponsor's sales of Equity Securities;
if so, the Sponsor could then choose to liquidate the Trust without
the consent of the remaining Unit holders. See "How May the Indenture
be Amended or Terminated?" The Equity Securities remaining in
the Trust after the Special Redemption and Liquidation Period
will be sold by the Sponsor as quickly as possible without, in
its judgment, materially adversely affecting the market price
of the Equity Securities.
The Sponsor may for any reason, in its sole discretion, decide
not to sponsor the 1997 Trust or any subsequent series of the
Trust, without penalty or incurring liability to any Unit holder.
If the Sponsor so decides, the Sponsor shall notify the Unit holders
before the Special Redemption and Liquidation Period would have
commenced. All Unit holders will then be remaining Unit holders,
with rights to ordinary redemption as before. See "How May Units
be Redeemed?" The Sponsor may modify the terms of the 1997 Trust
or any subsequent series of the Trust. The Sponsor may also modify,
suspend or terminate the Rollover Option upon notice to the Unit
holders of such amendment at least 60 days prior to the effective
date of such amendment.
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
Page 24
market, if any, as long as the amount to be received by the Unit
holder is equal to the amount he or she 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, the
Trustee or the Underwriter. Their respective 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 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 a 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
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, The First Trust GNMA, Templeton Growth and Treasury
Trust, Templeton Foreign Fund & U.S. Treasury Securities Trust
and The Advantage Growth and Treasury Securities Trust. 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;
Page 25
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 Trusts 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 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 Equity Securities or
upon the interest thereon or upon it as Trustee under the Indenture
or upon or in respect of a Trust which the Trustee may be required
to pay under any present or future law of the United States of
America or of any other taxing authority having jurisdiction.
In addition, the Indenture 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.
Page 26
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 and 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 such
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 the
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 the Underwriter,
including the Sponsor. If the Trust is liquidated because of the
redemption of unsold Units of the Trust by the Underwriter, the
Sponsor will refund to each purchaser of Units of the Trust the
entire sales charge 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?" Also, because of the Special
Redemption and Liquidation in a New Trust, there is a possibility
that the Trust may be reduced below the Discretionary Liquidation
Amount and that the Trust could therefore be terminated at that
time before the Mandatory Termination Date of the Trust.
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 or her address appearing
on the registration books of the Trust maintained by the Trustee.
At least 30 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 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.
Qualifying Unit holders requesting an In-Kind Distribution will
receive cash in lieu of fractional shares of the Equity Securities.
Page 27
Unit holders not electing a distribution of shares of Equity Securities
and who do not elect the Rollover Option 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 or her 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
Robert W. Baird & Co. Incorporated Firstar Center, 777 East Wisconsin Avenue,
Milwaukee, WI 53202
========
</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 .90% of the Public Offering Price per Unit.
From time to time the Sponsor may implement programs under which
the Underwriter 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 may implement
other programs under which the sales force of the Underwriter
or dealers 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 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 the Underwriter or 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.
Page 28
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 the common stocks comprising the Dow Jones Industrial
Average, 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.
Information on percentage changes in the dollar value of Units,
on the basis of changes in Unit price may be included from time
to time in advertisements, sales literature, reports and other
information furnished to current or prospective Unit holders.
Total return figures are not averaged, and may not reflect deduction
of the sales charge, which would decrease the return. Average
annualized return figures reflect deduction of the maximum sales
charge. No provision is made for any income taxes payable.
Past performance may not be indicative of future results. The
Trust's portfolio is not managed. Unit price and return fluctuate
with the value of the common stocks in the Trust's portfolio,
so there may be a gain or loss when Units are sold.
Trust performance may be compared to performance on a total return
basis of 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.
Page 29
REPORT OF INDEPENDENT AUDITORS
The Sponsor, Nike Securities L.P., and Unit Holders
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 135
We have audited the accompanying statement of net assets, including
the schedule of investments, of The First Trust Special Situations
Trust, Series 135, comprised of Economic Outlook Growth Trust,
Series 1996, as of the opening of business on
, 1996. 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 , 1996. 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 135, comprised
of Economic Outlook Growth Trust, Series 1996, at the opening
of business on , 1996 in conformity with generally
accepted accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
, 1996
Page 30
Statement of Net Assets
Economic Outlook Growth Trust, Series 1996
The First Trust Special Situations Trust, Series 135
At the Opening of Business on the Initial Date of Deposit
, 1996
<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) ( )
Less liability for deferred sales charge (4) ( )
__________
Net assets
==========
Units outstanding
</TABLE>
<TABLE>
<CAPTION>
ANALYSIS OF NET ASSETS
<S> <C>
Cost to investors (5) $
Less sales charge (5) ( )
__________
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, covering the monies necessary for the purchase
of the Equity Securities pursuant to purchase contracts for 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 one year from the Initial Date of Deposit.
The estimated organizational and offering costs are based on
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) Represents the amount of mandatory distributions from the
Trust ($.1950 per Unit), payable to the Sponsor in ten equal monthly
installments beginning on , 1996,
and on the last business day of each month thereafter through
, 1996. If Units are redeemed prior
to , 1996, the remaining amount of
the deferred sales charge applicable to such Units will be payable
at the time of redemption.
(5) The aggregate cost to investors includes a maximum total
sales charge computed at the rate of 2.90% of the Public Offering
Price (equivalent to 2.928% of the net amount invested, exclusive
of the deferred sales charge) assuming no reduction of sales charge
for quantity purchases.
Page 31
Schedule of Investments
Economic Outlook Growth Trust, Series 1996
The First Trust Special Situations Trust, Series 135
At the Opening of Business on the Initial Date of Deposit
, 1996
<TABLE>
<CAPTION>
Approximate Market Cost of
Number Percentage Value Equity
of Ticker Symbol and of Aggregate per Securities
Shares Name of Issuer of Equity Securities (1) Offering Price (3) Share to Trust (2)
______ _______________________________________ __________________ ______ _____________
<C> <S> <C> <C> <C>
T AT&T Corporation % $ $
ANDW Andrew Corporation %
BMET Biomet, Inc. %
DPL DPL, Inc. %
FISV FIserv, Inc. %
KEA Keane, Inc. %
KEY KeyCorp %
LUNR Lunar Corporation %
MYL Mylan Laboratories, Inc. %
PPW PacifiCorp %
PDCO Patterson Dental Company %
PFE Pfizer, Inc. %
ROMC Romac International, Inc. %
SOTR Southtrust Corporation %
TLAB Tellabs, Inc. %
WPH WPL Holdings, 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 purchase contracts for the Equity Securities were entered
into by the Sponsor on , 1996. The Trust has
a mandatory termination date of , 1997.
(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 closing sale prices of listed
Equity Securities and the ask prices of over-the-counter traded
Equity Securities on the business day preceding 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 32
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Page 33
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Page 34
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Page 35
CONTENTS:
Summary of Essential Information:
Economic Outlook Growth Trust, Series 1996 4
The First Trust Special Situations Trust, Series 135:
What is The First Trust Special Situations Trust? 6
What are the Expenses and Charges? 7
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? 12
Risk Factors 12
What are the Equity Securities Selected for
Economic Outlook Growth Trust, Series 1996? 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? 18
Will There be a Secondary Market? 19
Rights of Unit Holders:
How is Evidence of Ownership Issued and Transferred? 19
How are Income and Capital Distributed? 20
What Reports will Unit Holders Receive? 21
How May Units be Redeemed? 21
Special Redemption, Liquidation and Investment in
a New Trust 22
How May Units be Purchased by the Sponsor? 24
How May Equity Securities be Removed from the Trust? 25
Information as to Sponsor, Trustee and Evaluator:
Who is the Sponsor? 25
Who is the Trustee? 26
Limitations on Liabilities of Sponsor and Trustee 26
Who is the Evaluator? 27
Other Information:
How May the Indenture be Amended or Terminated? 27
Legal Opinions 28
Experts 28
Underwriting 28
Report of Independent Auditors 30
Statement of Net Assets 31
Schedule of Investments 32
___________
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.
BAIRD
Economic Outlook
Growth Trust
Series 1996
Robert W. Baird & Co.
Incorporated
777 East Wisconsin Ave.
Milwaukee, WI 53202
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
, 1996
Page 36
MEMORANDUM
Re: The First Trust Special Situations Trust, Series 135
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 135, 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
135 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 22, 1995.
THE FIRST TRUST SPECIAL SITUATIONS
TRUST, SERIES 135
(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 22, 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 135 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
