AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 3, 1996
REGISTRATION NO. 33-64155
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO
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:
Glickenhaus Value Portfolios, The 1996 Equity Collection
B. NAME OF DEPOSITORS:
Glickenhaus & Co.
C. COMPLETE ADDRESS OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
Glickenhaus & Co.
6 East 43rd Street
New York, New York 10017
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY OF COMMENTS TO:
MICHAEL R. ROSELLA, Esq.
SETH M. GLICKENHAUS Battle Fowler LLP
Glickenhaus & Co. 75 East 55th Street
6 East 43rd Street New York, New York 10022
New York, New York 10017 (212) 856-6858
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Glickenhaus Value Portfolios, The
1996 Equity Collection is being registered under the Securities Act
of 1933 pursuant to Section 24(f) of the Investment Company Act of
1940, as amended, and Rule 24f-2 thereunder.
F. PROPOSED MAXIMUM AGGREGATE OFFERING PRICE TO THE PUBLIC OF THE SECURITIES
BEING REGISTERED: Indefinite
G. AMOUNT OF FILING FEE:
$500* (as required by Rule 24f-2)
H. APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of the Registration
Statement.
_____Check if it is proposed that this filing will become effective
immediately upon filing pursuant to Rule 487.
===============================================================================
The registrant hereby amends the registration statement on such date or
dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
- ----------------------
* Previously paid.
<PAGE>
GLICKENHAUS VALUE PORTFOLIOS
THE 1996 EQUITY COLLECTION
CROSS-REFERENCE SHEET
Pursuant to Rule 404 of Regulation C
Under the Securities Act of 1933
(Form N-8B-2 Items Required by Instruction as
to the Prospectus in Form S-6)
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of trust.................... Front cover of Prospectus
(b) Title of securities issued....... Front cover of Prospectus
2. Name and address of each depositor... Sponsors
3. Name and address of trustee..........Trustee
4. Name and address of principal
underwriters......................... Sponsors, Underwriting Account,
Back Cover
5. State of organization of trust....... Organization
6. Execution and termination of trust
agreement............................ The Trust, Amendment and
Termination of the Trust Agreement
7. Changes of name...................... Not Applicable
8. Fiscal year.......................... Not Applicable
9. Litigation........................... None
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
10. (a) Registered or bearer securities. Rights of Unit Holders
(b) Cumulative or distributive
securities...................... Rights of Unit Holders
(c) Redemption...................... Rights of Unit Holders
(d) Conversion, transfer, etc....... Rights of Unit Holders
(e) Periodic payment plan........... Not Applicable
(f) Voting rights................... Amendment and Termination of the
Trust Agreement
(g) Notice to certificateholders.... Right of Unit Holders--Reports and
Records, Sponsors--Responsibility,
Trustee--Resignation Amendment and
Termination of the Trust
Agreement--Amendment
(h) Consents required............... Sponsors-Responsibility, Amendment
and Termination of the Trust
Agreement
(i) Other provisions................ The Trust-Tax Status
11. Type of securities comprising units.. Objectives, Portfolio
12. Certain information regarding
periodic payment certificates........ Not Applicable
i
310373.1
<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
13. (a) Load, fees, expenses, etc....... Summary of Essential
Information, The Trust--Expenses
and Charges, Public Offering--
Offering Price, Public Offering--
Market for Units, Public Offering--
Sponsors' and Underwriters' Profits
(b) Certain information regarding
periodic payment certificates... Not Applicable
(c) Certain percentages............. Public Offering--Offering Price
(d) Other loads, fees, expenses..... Rights of Unit Holders--Certificates
(e) Certain profits receivable by
depositors, principal
underwriters, trustee or
affiliated persons.............. Public Offering--Offering Price,
Public Offering--Sponsors' and
Underwriters' Profits, Rights of
Unit Holders--Redemption--Purchase
by the Sponsors of Units Tendered
for Redemption
(f) Ratio of annual charges to
income.......................... Not Applicable
14. Issuance of trust's securities....... The Trust, Rights of Unit Holders--
Certificates
15. Receipt and handling of payments
from purchasers...................... Public Offering--Offering Price,
Public Offering--Sponsors' and
Underwriters' Profits, Amendment
and Termination of the Trust
Agreement
16. Acquisition and disposition of
underlying securities............... Organization, Objectives, Portfolio,
Sponsors--Responsibility
17. Withdrawal or redemption............ Public Offering--Market for Units,
Rights of Unit Holders--Redemption
18. (a) Receipt, custody and
disposition of income............... Portfolio--General Considerations, The
Trust--Insurance on the Bonds,
Public Offering--Offering Price,
Rights of Unit Holders--
Distribution of Interest and
Principal, Rights of Unit Holders
--Reports and Records, Amendment
and Termination of the Trust
Agreement
(b) Reinvestment of distributions.. Automatic Accumulation Account
(c) Reserves or special funds...... The Trust--Expenses and Charges--Other
Charges, Rights of Unit Holders--
Distribution of Interest and
Principal, Amendment and
Termination of the Trust
Agreement
(d) Schedule of distributions....... Not Applicable
19. Records, accounts and reports........ Rights of Unit Holders--Reports and
Records; Rights of Unit Holders--
Distribution of Interest and
Principal, Amendment and
Termination of the Trust
Agreement
ii
310373.1
<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
20. Certain miscellaneous provisions of
trust agreement
(a) Amendment........................ Sponsors--Resignation, Trustee--
Resignation, Trustee--Limitations
on Liability, Amendment and
Termination of the Trust Agreement
(b) Termination...................... Sponsors--Resignation, Trustee--
Resignation, Trustee--Limitations
on Liability, Amendment and
Termination of the Trust Agreement
(c) and (d) Trustee, removal and
successor........................ Sponsors--Resignation, Trustee--
Resignation, Trustee--Limitations
on Liability, Amendment and
Termination of the Trust Agreement
(e) and (f) Depositor, removal
and successor........................ Sponsors--Resignation, Trustee--
Resignation, Trustee--Limitations
on Liability, Amendment and
Termination of the Trust Agreement
21. Loans to security holders............ Not Applicable
22. Limitations on liability............. Portfolio, Sponsors--Limitations on
Liability, Trustee--Limitations on
Liability
23. Bonding arrangements................. Additional Information - Item A
24. Other material provisions of trust
agreement............................ Not Applicable
III. Organization, Personnel and Affiliated Persons of Depositor
25. Organization of depositor............ Sponsors
26. Fees received by depositor........... Not Applicable
27. Business of depositor................ Sponsors
28. Certain information as to officials
and affiliated persons of depositor.. Contents of Registration Statement
29. Voting securities of depositor....... Not Applicable
30. Persons controlling depositor........ Not Applicable
31. Payments by depositor for certain
services rendered to trust........... Not Applicable
32. Payments by depositor for certain
other services rendered to trust..... Not Applicable
33. Remuneration of employees of
depositor for certain services
rendered to trust.................... Not Applicable
34. Remuneration of other person for
certain services rendered to trust... Not Applicable
IV. Distribution and Redemption of Securities
35. Distribution of trust's securities
by states............................ Public Offering--Distribution of
Units
36. Suspension of sales of trust's
securities........................... Not Applicable
iii
310373.1
<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
37. Revocation of authority to
distribute.......................... Not Applicable
38. (a) Method of distribution......... Public Offering--Distribution of
Units, Underwriting Account,
Public Offering--Sponsors' and
Underwriters' Profits
(b) Underwriting agreements........ Public Offering--Distribution of
Units, Underwriting Account,
Public Offering--Sponsors' and
Underwriters' Profits
(c) Selling agreements............. Public Offering--Distribution of
Units, Underwriting Account,
Public Offering--Sponsors' and
Underwriters' Profits
39. (a) Organization of principal
underwriters....................... Sponsors
(b) N.A.S.D. membership of
principal underwriters......... Sponsors
40. Certain fees received by principal
underwriters........................ Not Applicable
41. (a) Business of principal
underwriters................... Sponsors
(b) Branch offices of principal
underwriters................... Not Applicable
(c) Salesmen of principal
underwriters................... Not Applicable
42. Ownership of trust's securities by
certain persons..................... Not Applicable
43. Certain brokerage commissions
received by principal underwriters.. Not Applicable
44. (a) Method of valuation............ Public Offering--Market for Units,
Public Offering--Offering Price,
Public Offering--Distribution of
Units
(b) Schedule as to offering price.. Not Applicable
(c) Variation in offering price to
certain persons................ Public Offering--Offering Price,
Public Offering--Distribution of
Units
45. Suspension of redemption rights..... Not Applicable
46. (a) Redemption valuation........... Rights of Unit Holders--Redemption--
Computation of Redemption Price
per Unit
(b) Schedule as to redemption
price.......................... Not Applicable
47. Maintenance of position in
underlying secur....ities........... Public Offering--Market for Units;
Public Offering--Sponsors' and
Underwriters' Profits, Rights of
Unit Holders--Redemption--Purchase
by the Sponsors of Units Tendered\
for Redemption, Rights of Unit
Holders--Redemption--Computation of
Redemption Price per Unit
V. Information Concerning the Trustee or Custodian
48. Organization and regulation of
trustee.............................. Trustee
49. Fees and expenses of trustee......... The Trust--Expenses and Charges,
Rights of Unit Holders--
Distribution of Interest and
Principal
iv
310373.1
<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
50. Trustee's lien....................... The Trust--Expenses and Charges--
Other Charges, Rights of Unit
Holders--Distribution of Interest
and Principal
VI. Information Concerning Insurance of Holders of Securities
51. Insurance of holders of trust's
securities........................... Not Applicable
VII. Policy of Registrant
52. (a) Provisions of trust agreement
with respect to selection or
elimination of underlying
securities...................... Objectives, Portfolio, Sponsors--
Responsibility
(b) Transactions involving
elimination of underlying
securities...................... Not Applicable
(c) Policy regarding substitution
or elimination of underlying
securities...................... The Trust-Substitution of Bonds,
Sponsors-Responsibility
(d) Fundamental policy not
otherwise covered............... Not Applicable
53. Tax status of trust.................. The Trust--Tax Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during last ten
years................................ Not Applicable
55. Hypothetical account for issuers of
periodic payment plans............... Not Applicable
56. Certain information regarding
periodic payment certificates........ Not Applicable
57. Certain information regarding
periodic payment plans............... Not Applicable
58. Certain other information regarding
periodic payment plans............... Not Applicable
59. Financial statements (Instruction
1(c) to Form S-6) ................... Statement of Condition
v
310373.1
<PAGE>
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 or 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
solicitation of an offer to buy nor shall there be any sale of these
Securities in any state in which said offer, solicitation or sale would be
unlawful prior to the registration or qualification under the Securities Laws
of any state.
SUBJECT TO COMPLETION DATED JANUARY 3, 1996
- -------------------------------------------------------------------------------
GLICKENHAUS VALUE PORTFOLIOS
THE 1996 EQUITY COLLECTION
The Trust is a unit investment trust designated Glickenhaus Value Portfolios,
The 1996 Equity Collection (the "1996 Series" or "Trust"). The Sponsor is
Glickenhaus & Co. The objective of the Trust is to seek growth of capital by
investing in securities which are undervalued as determined by the Sponsor.
Current income will be secondary to the objective of capital growth. The
Sponsor cannot give assurance that the Trust's objectives can be achieved. The
Trust contains an underlying portfolio of equity securities consisting of
common stocks and American Depository Receipts ("ADRs") (collectively, the
"Securities"), which have been purchased by the Trust based upon the
selections of the Sponsor. The Trust will terminate approximately three years
after the initial Date of Deposit. Minimum Purchase: 100 Units
This Prospectus consists of two parts. Part A contains the Summary of
Essential Information including descriptive material relating to the Trust and
the Statement of Condition of the Trust. Part B contains general information
about the Trust. Part A may not be distributed unless accompanied by Part B.
Please read and retain both parts of this Prospectus for future reference.
===============================================================================
===============================================================================
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTUS PART A DATED , 1996
300615.5
<PAGE>
GLICKENHAUS VALUE PORTFOLIOS
THE 1996 EQUITY COLLECTION
SUMMARY OF ESSENTIAL INFORMATION AS OF , 1996*
Date of Deposit: , 1996 Liquidation Period: Beginning 30
days prior to the Mandatory
Termination Date.
Aggregate Value of Securities.....$________
Minimum Value of Trust: The Trust
may be terminated if the value
Aggregate Value of Securities Of the Trust is less than 40% of
per 100 Units.....................$______ the aggregate value of the
Securities at the completion of
the Deposit Period.
Number of Units..................... ______
Mandatory Termination Date: The
earlier of , 1999 or the
Fractional Undivided Interest in disposition of the last Security
Trust............................. ______ in the Trust.
Public Offering Price (per 100 units) Trustee: The Bank of New York.
Aggregate Value of Securities
in Trust.......................$_______ Trustee's Annual Fee: $. per
100 Units outstanding.
Divided By Units (times 100).$______
Other Annual Fees and Expenses:
$. per 100 Units
Plus Sales Charge of 3.9% (4.058% outstanding.
of the net amount invested) of
Public Offering Price per 100
Units...........................$ _____
Organizational Expenses:++++
Public Offering Price per $. per 100 Units.
100 Units++.....................$______
Sponsor: Glickenhaus & Co.
Sponsor's Repurchase Price and
Redemption Price+++ per 100 Units.$______ Sponsor's Annual Supervisory Fee:
Maximum of $. per 100 Units
outstanding (see "Trust Expenses
Excess of Public Offering Price Over and Charges" in Part B).
Redemption Price per 100 Units....$ _____
Record date+: Fifteenth day of
December, Annually
Evaluation Time: 4:00 p.m. New York time.
Dividend distribution date+:
First business day of January,
Minimum Principal Distribution: Annually
$1.00 per 100 Units
- -----------------------------------------
*The business day prior to the initial Date of Deposit. The initial Date of
Deposit is the date on which the Trust Agreement was signed and the deposit of
Securities with the Trustee made.
+The first dividend distribution will be made on January 2, 1997 (the "First
Distribution Date") to all Unit holders of record on December 15, 1996 (the
"First Record Date").
++On the initial Date of Deposit there will be no cash
in the Income or Capital Accounts. Anyone purchasing Units after such date
will have included in the Public Offering Price a pro rata share of any cash
in such Accounts.
+++ Any redemptions of over 2,500 Units may, upon request by a redeeming Unit
holder, be made "in kind" by the Trustee, who will either forward the
distributed securities to the Unit holder or sell the securities on behalf of
the redeeming Unit holder and distribute the proceeds (net of any brokerage
commissions or other expenses incurred in the sale) to the Unit holder. See
"Liquidity--Trustee Redemption" in Part B.
++++Although historically the sponsors of unit investment trusts ("UITs") have
paid all the costs of establishing such UITs, this Trust (and therefore the
Unit holders) will bear all or a portion of its organizational costs. Such
organizational costs include: the cost of preparing and printing
A-2
300615.5
<PAGE>
the registration statement, the trust indenture and other closing documents;
and the initial audit of the Trust. Total organizational expenses will be
amortized over the life of the Trust. See "Rights of Unit Holders--Expenses
and Charges--Initial Expenses" in Part B.
Description of Portfolio
Number of Issues: __ (__ issuers)
(NYSE _____%; AMEX ____%; NASDAQ ____%; Over the Counter _____%) Number of
Issues by Industry:
A-3
300615.5
<PAGE>
THE TRUST
The Trust is a unit investment trust designated Glickenhaus Value Portfolios,
The 1996 Equity Collection (the "1996 Series" or "Trust"). The Sponsor is
Glickenhaus & Co. The objective of the Trust is to seek growth of capital by
investing in securities which are undervalued as determined by the Sponsor.
Current income will be secondary to the objective of capital growth. The
Sponsor cannot give assurance that the Trust's objectives can be achieved. The
Trust contains an underlying portfolio of equity securities consisting of
common stocks and American Depository Receipts ("ADRs") (collectively, the
"Securities"), which have been purchased by the Trust based upon the
selections of the Sponsor. In selecting the Securities for the Trust, the
Sponsor normally will consider the following factors, among others: (1) values
of individual securities relative to their earnings, dividends, historical
prices, book assets or other measures of fundamental value; and (2) trends in
the determinants of corporate profits, corporate cash flow, balance sheet
changes, management capability and practices. See "The Trust--The Securities"
in Part B. The Trust will terminate three years after the initial Date of
Deposit. Upon termination, Unit holders may elect to receive their terminating
distributions in cash, in the form of in-kind distributions of the Trust's
Securities, if they own at least 2,500 units, or, subject to the receipt by
the Trust of an appropriate exemptive order from the Securities and Exchange
Commission, may utilize their terminating distributions to purchase units of a
future series of the Trust at a reduced sales charge. There can be no
assurance that the Securities and Exchange Commission will grant such
exemptive order. See "Termination" in this Part A and "Trust
Administration--Trust Termination" in Part B. ____ issues have been deposited
in the Trust and ____ issues are represented by the Sponsor's contracts to
purchase, which are expected to settle on or about , 1996.
With the deposit of the Securities in the Trust on the initial Date of
Deposit, the Sponsor established a proportionate relationship among the
aggregate value of the specified Securities in the Trust. During the 90 days
subsequent to the initial Date of Deposit, the Sponsor may, but is not
obligated to, deposit from time to time additional Securities in the Trust
("Additional Securities"), contracts to purchase Additional Securities or cash
(or a bank letter of credit in lieu of cash) with instructions to purchase
Additional Securities, maintaining to the extent practicable the original
proportionate relationship of the number of shares of each Security in the
Trust portfolio immediately prior to such deposit, thereby creating additional
Units which will be offered to the public by means of this Prospectus. These
additional Units will each represent, to the extent practicable, an undivided
interest in the same number and type of securities of identical issuers as are
represented by Units issued on the initial Date of Deposit. It may not be
possible to maintain the exact original proportionate relationship among the
number of shares of Securities in the Trust portfolio on the initial Date of
Deposit with the deposit of Additional Securities because of, among other
reasons, purchase requirements, changes in prices, or the unavailability of
Securities. Deposits of Additional Securities in the Trust subsequent to the
90-day period following the initial Date of Deposit must replicate exactly the
proportionate relationship among the shares of each Security in the Trust
portfolio at the end of the initial 90-day period. The number and identity of
Securities in the Trust will be adjusted to reflect the disposition of
Securities and/or the receipt of a stock dividend, a stock split or other
distribution with respect to such Securities. The portfolio of the Trust may
change slightly based on such disposition. Securities received in exchange for
shares will be similarly treated. Substitute Securities may be acquired under
specified conditions when Securities originally deposited in the Trust are
unavailable (see "The Trust--Substitution of Securities" in Part B). As
additional Units are issued by the Trust as a result of the deposit of
Additional Securities, the aggregate value of the Securities in the Trust will
be increased and the fractional undivided interest in the Trust represented by
each unit will be decreased. As of the Date of Deposit, Units in the Trust
represent an undivided interest in the principal and net income of the Trust
in the ratio of one hundred Units for the indicated initial aggregate value of
Securities in the Trust on the initial Date of Deposit as is set
A-4
300615.5
<PAGE>
forth in the Summary of Essential Information (see "The Trust--Organization"
in Part B) (For the specific number of Units in the Trust as of the initial
Date of Deposit, see "Summary of Essential Information" in this Part A).
The Sponsor does not make a primary over-the-counter market in shares of any
of the companies included in the Portfolio of the Trust. The Sponsor does not
act as an underwriter, manager or co-manager of a public offering of the
securities of any of the issuers in the Trust portfolio.
RISK CONSIDERATIONS
An investment in Units of the Trust should be made with an understanding of
the risks inherent in any investment in the Securities including: (i) for
common stocks, the risk that the financial condition of the issuers of the
Securities may become impaired or that the general condition of the stock
market may worsen (both of which may contribute directly to a decrease in the
value of the Securities and thus in the value of the Units); and (ii) for
ADRs, the risks associated with government, economic, monetary and fiscal
policies, inflation and interest rates, economic expansion or contraction, and
global or regional political, economic or banking crises. The portfolio of the
Trust is fixed and not "managed" by the Sponsor. All the Securities in the
Trust are liquidated during a 30 day period at the termination of the three
year life of the Trust. Since the Trust will not sell Securities in response
to ordinary market fluctuation, but only at the Trust's termination or to meet
redemptions, the amount realized upon the sale of the Securities may not be
the highest price attained by an individual Security during the life of the
Trust.
The Trust may purchase Securities that are not registered ("Restricted
Securities") under the Securities Act of 1933 (the "Securities Act"), but can be
offered and sold to "qualified institutional buyers" as that term is defined in
the Securities Act. The Trust's investments in Restricted Securities shall not
exceed 25% of the aggregate amount of securities in the portfolio. As of the
Date of Deposit, of the Securities in the portfolio are Restricted Securities.
(See "The Trust--Risk Considerations--Liquidity".)
In connection with the deposit of Additional Securities subsequent to the
initial Date of Deposit, if cash (or a letter of credit in lieu of cash) is
deposited with instructions to purchase Securities, to the extent the price of
a Security increases or decreases between the deposit and the time the
Security is purchased, Units may represent less or more of that Security and
more or less of the other Securities in the Trust. In addition, brokerage fees
incurred in purchasing Securities with cash deposited with instructions to
purchase the Securities will be an expense of the Trust. Price fluctuations
during the period from the time of deposit to the time the Securities are
purchased, and payment of brokerage fees, will affect the value of every Unit
holders's Units and the income per Unit received by the Trust. (See "The
Trust--Risk Considerations" in Part B of this Prospectus.)
PUBLIC OFFERING PRICE
The Public Offering Price per 100 Units of the Trust is equal to the aggregate
value of the underlying Securities in the Trust divided by the number of Units
outstanding times 100 plus a sales charge of 3.9% of the Public Offering Price
per 100 Units (or 4.058% of the net amount invested in Securities per 100
Units ) on sales of fewer than 5,000 Units. Any cash held by the Trust will be
added to the Public Offering Price. For additional information regarding the
Public Offering Price, the descriptions of dividend and principal
distributions, repurchase and redemption of Units and other essential
information regarding the Trust, see the Summary of Essential Information for
the Trust. During the first
A-5
300615.5
<PAGE>
year of the Trust orders involving at least 5,000 Units will be entitled to a
volume discount from the Public Offering Price. The Public Offering Price per
Unit may vary on a daily basis in accordance with fluctuations in the
aggregate value of the underlying Securities. (See "Public Offering" in Part
B.) The figures above assume a purchase of 100 Units. The price of a single
Unit, or any multiple thereof, is calculated by dividing the Public Offering
Price per 100 Units by 100 and multiplying by the number of Units. (See "Tax
Status" in Part B.) If the Units of the Trust had been available for sale on ,
1996, the Public Offering Price per 100 Units would have been $ .
DISTRIBUTIONS
Distributions of net income (other than amortized discount) and long-term
capital gains distributions received in respect to any of the Securities by
the Trust will be made by the Trust annually. The first dividend distributions
will be made on the First Distribution Date to all Unit holders of record on
the First Record Date and thereafter distributions will be made annually on
the first business day of January (the "Distribution Date"). (See "Rights of
Unit Holders--Distributions" in Part B. For the specific dates representing
the First Distribution Date and the First Record Date, see "Summary of
Essential Information.")
MARKET FOR UNITS
The Sponsor, although not obligated to do so, currently intends to maintain a
secondary market for the Units of the Trust after the initial public offering
has been completed. The secondary market repurchase price will be based on the
market value of the Securities in the Trust portfolio. (See
"Liquidity--Sponsor Repurchase" for a description on how the secondary market
repurchase price will be determined.) If a market is not maintained a Unit
holder will be able to redeem his Units with the Trustee at the then current
Redemption Price per Unit. (See "Liquidity--Trustee Redemption" in Part B.)
The principal trading market for certain Securities may be in the
over-the-counter market. As a result, the existence of a liquid trading market
for these Securities may depend on whether dealers will make a market in these
Securities. There can be no assurance of the making or the maintaining of a
market for any of the Securities contained in the Trust portfolio or of the
liquidity of the Securities in any markets made. In addition, the Trust may be
restricted under the Investment Company Act of 1940 from selling Securities to
the Sponsor. The price at which the Securities may be sold to meet redemptions
and the value of the Units will be adversely affected if trading markets for
the Securities are limited or absent.
TERMINATION
During the 30 day period prior to the Mandatory Termination Date (the
"Liquidation Period"), Securities will begin to be sold in connection with the
termination of the Trust and all Securities will be sold by the Mandatory
Termination Date. The Trustee may utilize the services of the Sponsor for the
sale of all or a portion of the Securities in the Trust. The Sponsor will
receive brokerage commissions from the Trust in connection with such sales in
accordance with applicable law. The Sponsor will determine the manner, timing
and execution of the sales of the underlying Securities. Unit holders may
elect one of the three options in receiving their terminating distributions.
Unit holders may elect: (1) to receive their pro rata share of the underlying
Securities in kind, if they own at least 2,500 units, (2) to receive cash upon
the liquidation of their pro rata share of the underlying Securities or (3)
subject to the receipt by the Trust of an appropriate exemptive order from the
Securities and Exchange Commission, to invest the amount of cash they
A-6
300615.5
<PAGE>
would have received upon the liquidation of their pro rata share of the
underlying Securities in units of a future series of the Trust (if one is
offered) at a reduced sales charge. There can be no assurance that the
Securities and Exchange Commission will grant such exemptive order. See "Trust
Administration--Trust Termination" in Part B for a description of how to select
a termination distribution option.
The Sponsor will attempt to sell the Securities as quickly as they can during
the Liquidation Period without, in their judgment, materially adversely
affecting the market price of the Securities, but all of the Securities will
in any event be disposed of by the end of the Liquidation Period. The Sponsor
does not anticipate that the period will be longer than 30 days, and it could
be as short as one day, depending on the liquidity of the Securities being
sold. The liquidity of any Security depends on the daily trading volume of the
Security and the amount that the Sponsor has available for sale on any
particular day.
It is expected (but not required) that the Sponsor will generally follow the
following guidelines in selling the Securities: for highly liquid Securities,
the Sponsor will generally sell Securities on the first day of the Liquidation
Period; for less liquid Securities, on each of the first two days of the
Liquidation Period, the Sponsor will generally sell any amount of any
underlying Securities at a price no less than 1/2 of one point under the last
closing sale price of those Securities. On each of the following two days, the
price limit will increase to one point under the last closing sale price.
After four days, the Sponsor intends to sell at least a fraction of the
remaining underlying Securities, the numerator of which is one and the
denominator of which is the total number of days remaining (including that
day) in the Liquidation Period, without any price restrictions.
During the Liquidation Period, Unit holders who have not chosen to receive
distributions-in-kind will be at risk to the extent that Securities are not
sold; for this reason the Sponsor will be inclined to sell the Securities in
as short a period as they can without materially adversely affecting the price
of the Securities. (See "Tax Status" in Part B.) Unit holders should consult
their own tax advisers in this regard.
A-7
300615.5
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Sponsor, Trustee, and Unit holders,
Glickenhaus Value Portfolios, The 1996 Equity Collection
We have audited the accompanying Statement of Condition and Portfolio (the
"financial statements") of the Glickenhaus Value Portfolios, The 1996 Equity
Collection as of , 1996. These financial statements are the
responsibility of the Sponsor. Our responsibility is to express an opinion on
the financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion. The irrevocable letters of
credit deposited in connection with the securities owned as of ,
1996, pursuant to contracts to purchase, as shown in the Statement of Condition,
were confirmed to us by The Bank , of New York, the Trustee. ,
In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Glickenhaus Value Portfolios, The 1996
Equity Collection, at , 1996, in conformity with generally accepted
accounting principles.
BDO SEIDMAN, LLP
New York, New York
, 1996
A-8
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<PAGE>
GLICKENHAUS VALUE PORTFOLIOS
THE 1996 EQUITY COLLECTION
STATEMENT OF CONDITION
AS OF DATE OF DEPOSIT, , 1996
TRUST PROPERTY
Investment in Securities:
Contracts to purchase underlying Securities (1)..................$
Organizational costs (2).........................................
Total.........................................$
=======
LIABILITIES AND INTEREST OF UNIT HOLDERS
Liabilities:
Accrued liability (2)............................................$
Interest of Unit holders:
Units of fractional undivided interest outstanding ( ):
Cost to investors (3)............................................$
Less--gross underwriting commission (4).......................... ______
Net interest of Unit holders....................................... ______
Total.........................................$
=======
(1) Aggregate cost to the Trust of the Securities listed in the Portfolio is
determined by the Trustee on the basis set forth under "Public
Offering--Offering Price" as of 4:00 p.m. on , 1996. Irrevocable
letters of credit issued by in an aggregate amount of $ have been deposited with
the Trustee to cover the purchase of $ of Securities pursuant to contracts to
purchase such Securities.
(2) Organizational costs incurred by the Trust have been deferred and will
be amortized over the life of the Trust. The Trust will reimburse the Sponsor
for actual organizational costs incurred.
(3) Aggregate public offering price computed on Units of the 1996 Series on
the basis set forth under "Public Offering--Offering Price" in Part B.
(4) Sales charge of 3.9% computed on Units of the 1996 Series on the basis
set forth under "Public Offering Price" in Part B.
A-9
300615.5
<PAGE>
<TABLE>
GLICKENHAUS VALUE PORTFOLIOS
THE 1996 EQUITY COLLECTION
PORTFOLIO
AS OF , 1996
AN ANNUAL PAYMENT SERIES
<CAPTION>
Percentage Market Cost of
Portfolio Number of of Value Securities
No. Shares Name of Issuer (2) Fund (1) Per Share to Trust (3)
----- -------- ------------------ ---------- --------- ------------
<S> <C> <C> <C> <C> <C>
$ $
100.00% $
====== =
</TABLE>
A-10
300615.5
<PAGE>
FOOTNOTES TO PORTFOLIO
(1) Based on the cost of the Securities to the Trust.
(2) Forward contracts to purchase the Securities were entered
into on , 1996. All such contracts are expected
to be settled on or about the First Settlement Date of the
Trust which is expected to be , 1996.
(3) Evaluation of Securities by the Trustee was made on the
basis of closing sale prices at the Evaluation Time on
the day prior to the Initial Date of Deposit.
Additional information regarding the Trust is as follows:
Sponsor's
Purchase Price Sponsor's Profit/Loss
-------------- ---------------------
$ $
A-11
300615.5
<PAGE>
UNDERWRITING SYNDICATE
The names and addresses of the Underwriters of the Units and their
participation in the offering of Glickenhaus Value Portfolios, The 1996 Equity
Collection are as follows:
Units of
the 1996
Series
GLICKENHAUS & CO.
6 East 43rd Street
New York, New York 10017................................. %
TOTALS.................................................... 100%
====
A-12
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<PAGE>
GLICKENHAUS VALUE PORTFOLIOS
THE 1996 EQUITY COLLECTION
PROSPECTUS PART B
PART B OF THIS PROSPECTUS MAY NOT BE
DISTRIBUTED UNLESS ACCOMPANIED BY
PART A
THE TRUST
Organization
"Glickenhaus Value Portfolios, The 1996 Equity Collection" consists of a
"unit investment trust" designated as set forth in Part A. The Trust was
created under the laws of the State of New York pursuant to a Trust Indenture
and Agreement (the "Trust Agreement"), dated the initial Date of Deposit,
between Glickenhaus & Co., as Sponsor, and The Bank of New York, as Trustee.
On the initial Date of Deposit, the Sponsor deposited with the Trustee
common stock and ADRs, including funds and delivery statements relating to
contracts for the purchase of certain such securities (collectively, the
"Securities") with an aggregate value as set forth in Part A and cash or an
irrevocable letter of credit issued by a major commercial bank in the amount
required for such purchases. Thereafter the Trustee, in exchange for the
Securities so deposited, delivered to the Sponsor the Certificates evidencing
the ownership of all Units of the Trust. The Sponsor has a limited right to
substitute other securities in the Trust portfolio in the event of a failed
contract. See "The Trust--Substitution of Securities". The Sponsor may also,
in certain circumstances, direct the Trustee to dispose of certain Securities
if the Sponsor believes that, because of market or credit conditions, or for
certain other reasons, retention of the Security would be detrimental to Unit
holders. (See "Trust Administration--Portfolio Supervision.")
As of the day prior to the initial Date of Deposit, a "Unit" represents an
undivided interest or pro rata share in the Securities of the Trust in the
ratio of one hundred Units for the indicated amount of the aggregate market
value of the Securities initially deposited in the Trust as is set forth in
the "Summary of Essential Information". To the extent that any Units are
redeemed by the Trustee, the fractional undivided interest or pro rata share
in such Trust represented by each unredeemed Unit will increase, although the
actual interest in such Trust represented by such fraction will remain
unchanged. Units will remain outstanding until redeemed upon tender to the
Trustee by Unit holders, which may include the Sponsor or the Underwriters, or
until the termination of the Trust Agreement.
With the deposit of the Securities in the Trust on the initial Date of
Deposit, the Sponsor established a proportionate relationship among the
initial aggregate value of specified Securities in the Trust. During the 90
days subsequent to the initial Date of Deposit, the Sponsor may deposit
additional Securities in the Trust that are substantially similar to the
Securities already deposited in the Trust ("Additional Securities"), contracts
to purchase Additional Securities or cash (or a bank letter of credit in lieu
of cash) with instructions to purchase Additional Securities, in order to
create
300615.5
<PAGE>
additional Units, maintaining to the extent practicable the original
proportionate relationship of the number of shares of each Security in the
Trust portfolio on the initial Date of Deposit. These additional Units will
each represent, to the extent practicable, an undivided interest in the same
number and type of securities of identical issuers as are represented by Units
issued on the initial Date of the Deposit. It may not be possible to maintain
the exact original proportionate relationship among the Securities deposited
on the initial Date of Deposit because of, among other reasons, purchase
requirements, changes in prices, or unavailability of Securities. Deposit of
Additional Securities in the Trust subsequent to the 90-day period following
the initial Date of Deposit must replicate exactly the proportionate
relationship among the shares of each Security in the Trust portfolio at the
end of the initial 90-day period. The number and identity of Securities in the
Trust will be adjusted to reflect the disposition of Securities and/or the
receipt of a stock dividend, a stock split or other distribution with respect
to shares or the reinvestment of the proceeds distributed to Unit holders. The
portfolio of the Trust may change slightly based on such disposition and
reinvestment. Securities received in exchange for shares will be similarly
treated. Substitute Securities may be acquired under specified conditions when
Securities originally deposited in the Trust are unavailable (see "The
Trust--Substitution of Securities" below). Units may be continuously offered
to the public by means of this Prospectus (see "Public Offering--Distribution
of Units") resulting in a potential increase in the number of Units
outstanding. As additional Units are issued by the Trust as a result of the
deposit of Additional Securities, the aggregate value of the Securities in the
Trust will be increased and the fractional undivided interest in the Trust
represented by each Unit will be decreased.
Objectives
The objective of the Trust is to seek growth of capital by investing in
securities which are undervalued as determined by the Sponsor. Current income
will be secondary to the objective of capital growth. The Trust will invest in
a portfolio of equity securities consisting of common stocks of domestic
issuers and ADRs which are selected by the Trust's Sponsor and which the
Sponsor believes will enable the Trust to achieve these objectives. All of the
Securities in the Trust, with the possible exception of Securities that are in
the form of ADRs, are listed on the New York Stock Exchange, the American
Stock Exchange or the National Association of Securities Dealers Automated
Quotations ("NASDAQ") National Market System and are generally followed by
independent investment research firms. There is no minimum capitalization or
market trading activity requirement for the selection of Securities for the
Trust's portfolio. There can be no assurance that the Trust's investment
objectives can be achieved.
The Securities
In selecting Securities for the Trust, the Sponsor normally will consider
the following factors, among others: (1) values of individual securities
relative to their earnings, dividends, historical prices, book assets or other
measures of fundamental value; and (2) trends in the determinants of corporate
profits, corporate cash flow, balance sheet changes, management capability and
practices. The Sponsor's investment philosophy hinges on analyzing and
understanding individual businesses in order to assess their long-term
potential. The Sponsor seeks to discover well-positioned, evolving companies
with substantial growth prospects which are typically unnoticed in the
marketplace. This enables the Sponsor to commit its funds and build up its
stake at relatively low prices.
Some of the Securities in the Trust may be in the form of ADRs. ADRs
evidence American Depositary Receipts which, in turn, represent common stock
of non-U.S. issuers deposited with a custodian in a depository. In selecting
B-2
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<PAGE>
ADRs for deposit into the Trust portfolio, in addition to the factors
associated with the selection of Securities of any issuer, the Sponsor
considers the following factors, among others: (1) the location of the issuer
of the Securities underlying the ADRs; (2) the likelihood of favorable market
and political conditions in the country in which such issuer is located; and
(3) the amount of publicly available information available from such issuer.
Risk Considerations
Fixed Portfolio. The value of the units will fluctuate depending on all the
factors that have an impact on the economy and the equity markets. These
factors similarly impact on the ability of an issuer to distribute dividends.
The Trust is not a "managed registered investment company" and Securities will
not be sold by the Trustee as a result of ordinary market fluctuations. Unlike
a managed investment company in which there may be frequent changes in the
portfolio of securities based upon economic, financial and market analyses,
securities of a unit investment trust, such as the Trust, are not subject to
such frequent changes based upon continuous analysis. However, the Sponsor may
direct the disposition by the Trustee of Securities upon the occurrence of
certain events. (See "Trust Administration--Portfolio Supervision" below.)
Potential investors also should be aware that the Sponsor may change its views
as to the investment merits of any of the Securities during the life of the
Trust and therefore should consult their own financial advisers with regard to
a purchase of Units. In addition, investors should be aware that the Sponsor,
and its affiliates, currently act and will continue to act as investment
adviser for managed investment companies and managed private accounts that may
have similar or different investment objectives from the Trust. Some of the
Securities in the Trust may also be owned by these other clients of the
Sponsor and its affiliates. However, because these clients have "managed"
portfolios and may have differing investment objectives, the Sponsor may sell
certain Securities from those accounts in instances where a sale by the Trust
would be impermissible, such as to maximize return by taking advantage of
market fluctuation. Investors should consult with their own financial advisers
prior to investing in the Trust to determine its suitability. (See "Trust
Administration--Portfolio Supervision.") All the Securities in the Trust are
liquidated or distributed (to Unit holders who elect to receive in-kind
distributions) during a 30 day period at the termination of the three year
life of the Trust. Since the Trust will not sell Securities in response to
ordinary market fluctuation, but only at the Trust's termination and to meet
redemptions, the amount realized upon the sale of the Securities may not be
the highest price attained by an individual Security during the life of the
Trust.
Additional Securities. Investors should be aware that in connection with the
creation of additional Units subsequent to the initial Date of Deposit, the
Sponsor may deposit Additional Securities, contracts to purchase Additional
Securities or cash (or letter of credit in lieu of cash) with instructions to
purchase Additional Securities, in each instance maintaining the original
proportionate relationship, subject to adjustment under certain circumstances,
of the numbers of shares of each Security in the Trust. To the extent the
price of a Security increases or decreases between the time cash is deposited
with instructions to purchase the Security at the time the cash is used to
purchase the Security, Units may represent less or more of that Security and
more or less of the other Securities in the Trust. In addition, brokerage fees
(if any) incurred in purchasing Securities with cash deposited with
instructions to purchase the Securities will be an expense of the Trust. Price
fluctuations between the time of deposit and the time the Securities are
purchased, and payment of brokerage fees, will affect the value of every Unit
holder's Units and the Income per Unit received by the Trust. In particular,
Unit holders who purchase Units during the initial offering period would
experience a dilution of their investment as a result of any brokerage fees
paid by the Trust during subsequent deposits of Additional Securities
purchased with cash deposited. In order to minimize these effects, the Trust
will try to purchase Securities as near as possible to the Evaluation Time or
at prices as close as possible to the prices used to evaluate Trust Units at
the Evaluation Time.
B-3
300615.5
<PAGE>
Common Stock. Since the Trust may contain common stocks of both foreign and
domestic issuers, an investment in Units of the Trust should be made with an
understanding of the risks inherent in any investment in common stocks
including the risk that the financial condition of the issuers of the
Securities may become impaired or that the general condition of the stock
market may worsen (both of which may contribute directly to a decrease in the
value of the Securities and thus in the value of the Units). Additional risks
include risks associated with the right to receive payments from the issuer
which is generally inferior to the rights of creditors of, or holders of debt
obligations or preferred stock issued by, the issuer. Holders of common stocks
have a right to receive dividends only when, if, and in the amounts declared
by the issuer's board of directors and to participate in amounts available for
distribution by the issuer only after all other claims on the issuer have been
paid or provided for. By contrast, holders of preferred stocks usually have
the right to receive dividends at a fixed rate when and as declared by the
issuer's board of directors, normally on a cumulative basis. Dividends on
cumulative preferred stock must be paid before any dividends are paid on
common stock and any cumulative preferred stock dividend which has been
omitted is added to future dividends payable to the holders of such cumulative
preferred stocks. Preferred stocks are also usually entitled to rights on
liquidation which are senior to those of common stocks. For these reasons,
preferred stocks generally entail less risk than common stocks.
Moreover, common stocks do not represent an obligation of the issuer and
therefore do not offer any assurance of income or provide the degree of
protection of debt securities. The issuance of debt securities or even
preferred stock by an issuer will create prior claims for payment of
principal, interest and dividends which could adversely affect the ability and
inclination of the issuer to declare or pay dividends on its common stock or
the economic interest of holders of common stock with respect to assets of the
issuer upon liquidation or bankruptcy. Further, unlike debt securities which
typically have a stated principal amount payable at maturity (which value will
be subject to market fluctuations prior thereto), common stocks have neither
fixed principal amount nor a maturity and have values which are subject to
market fluctuations for as long as the common stocks remain outstanding.
Common stocks are especially susceptible to general stock market movements and
to volatile increases and decreases in value as market confidence in and
perceptions of the issuers change. These perceptions are based on
unpredictable factors including expectations regarding government, economic,
monetary and fiscal policies, inflation and interest rates, economic expansion
or contraction, and global or regional political, economic or banking crises.
The value of the common stocks in the Trust thus may be expected to fluctuate
over the life of the Trust to values higher or lower than those prevailing on
the initial Date of Deposit.
ADRs. An investment in Units of the Trust should be made with an
understanding of the risks inherent in an investment in foreign equity
securities in the form of American Depositary Receipts, including risks
associated with government, economic, monetary and fiscal policies, inflation
and interest rates, economic expansion or contraction, and global or regional
political, economic or banking crises. ADRs evidence American Depositary
Receipts which, in turn, represent common stock of non-U.S. issuers deposited
with a custodian in a depository.
The characteristics and rights and privileges of equity securities vary from
country to country, and governments may impose restrictions on foreign
ownership of certain classes of equity securities unless a non-national
purchaser acquires a license or unless the particular issuer receives
permission for ownership by non-nationals. The Trust has not obtained any of
these licenses nor does the Sponsor anticipate the need to obtain them. In
general, foreign ownership restrictions are more likely to be imposed on
voting shares than non-voting shares. Equity securities, in general, trade on
the market at a multiple of their issuers' earnings, which multiple varies
from country to country, industry to industry and company to company and may
fluctuate over time based on general perceptions of the marketplace whether or
not related to specific actions or performance results of a particular issuer.
This multiple for any particular issuer may
B-4
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<PAGE>
not be uniform for all classes of the issuer's equity securities. Moreover,
because the market for restricted stocks traded by non-nationals generally has
less volume than the market for unrestricted stocks, the market for these
restricted stocks may be more volatile and less liquid than the market for
shares that may be owned only by nationals of the particular country.
Investors should carefully review the objectives of the Trust and consider
their ability to assume the risks involved before making an investment in the
Trust.
The Trust may purchase ADRs that are Restricted Securities and, therefore,
can be offered and sold only to "qualified institutional buyers" as defined in
the Securities Act. See "Liquidity" below for the risks inherent in the
purchase of Restricted Securities.
In addition, for the foreign issuers that are not subject to the reporting
requirements of the Securities Exchange Act of 1934, there may be less
publicly available information than is available from a domestic issuer. Also,
foreign issuers are not necessarily subject to uniform accounting, auditing
and financial reporting standards, practices and requirements comparable to
those applicable to domestic issuers. However, the Sponsor anticipates that
adequate information will be available to allow the Sponsor to supervise
and/or monitor the Trust portfolio.
The ADRs in the Portfolio have been issued by non-U.S. issuers whose
earnings are stated in foreign currencies. Further, ADRs in the Trust
portfolio may pay dividends in foreign currencies, and the securities
underlying the ADRs are principally traded in foreign currencies. Most foreign
currencies have fluctuated widely in value against the United States dollar
for many reasons, including supply and demand of the respective currency, the
soundness of the world economy and the strength of the respective economy as
compared to the economies of the United States and other countries. Therefore,
for those Securities of issuers whose earnings are stated in foreign
currencies, or which pay dividends in foreign currencies, or which are traded
in foreign currencies, there is a likelihood that their United States dollar
value will vary to some degree with fluctuations in the United States dollar
foreign exchange rates for the relevant currencies. Moreover, ADR currency
fluctuations will affect the U.S. dollar equivalent of the local currency
price of the underlying domestic share and, as a result, are likely to affect
the value of the ADRs and consequently the value of the Securities. In
addition, the rights of holders of ADRs may be different than those of holders
of the underlying shares, and the market for ADRs may be less liquid than that
for the underlying shares.
ADRs may be sponsored or unsponsored. In an unsponsored facility, the
depositary initiates and arranges the facility at the request of market makers
and acts as agent for the ADR holder, while the company itself is not involved
in the transaction. With respect to unsponsored ADRs, material information
about the underlying company may not be available. In a sponsored facility,
the issuing company initiates the facility and agrees to pay certain
administrative and shareholder-related expenses. Sponsored facilities use a
single depositary and entail a contractual relationship among the issuer, the
shareholder and the depositary; unsponsored facilities involve several
depositaries with no contractual relationship to the company. ADRs designed
for use in United States securities markets may be registered securities
pursuant to the Securities Act of 1933 and/or subject to the reporting
requirements of the Securities Exchange Act of 1934.
Liquidity. The existence of a liquid trading market for Securities in the
Trust portfolio, may depend on whether dealers will make a market in these
Securities. There can be no assurance that a market will be made for any of
the Securities, that any market for the Securities will be maintained or of
the liquidity of the Securities in any markets made. In addition, the Trust
may be restricted under the Investment Company Act of 1940 from selling
Securities to the Sponsor. The price at which the Securities may be sold to
meet redemptions and the value of the Units will be adversely affected if
trading markets for the Securities are limited or absent.
B-5
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<PAGE>
There is no assurance that any dividends will be declared or paid in the
future on the Securities. Current income is a secondary objective to the
Trust's primary objective of capital growth. Investors should be aware that
there is no assurance that the Trust's objectives will be achieved.
Portfolio
The Trust consists of the Securities (or contracts to purchase such
Securities together with an irrevocable letter or letters of credit for the
purchase of such contracts) and Additional Securities deposited upon the
creation of additional Units as set forth above and Substitute Securities
acquired by the Trust as long as such Securities may continue to be held from
time to time in the Trust together with uninvested cash realized from the
disposition of Securities. Because certain of the Securities from time to time
may be sold under certain circumstances, as described herein, no assurance can
be given that the Trust will retain for any length of time its present size
and composition. The Trustee has not participated and will not participate in
the selection of Securities for the Trust, and neither the Sponsor nor the
Trustee will be liable in any way for any default, failure or defect in any
Securities.
Some of the Securities are publicly traded either on a stock exchange or in
the over-the-counter market. The contracts to purchase Securities deposited
initially in the Trust are expected to settle in three business days, in the
ordinary manner for such Securities. Settlement of the contracts for
Securities is thus expected to take place prior to the settlement of purchase
of Units on the initial Date of Deposit.
Substitution of Securities
Neither the Sponsor nor the Trustee shall be liable in any way for any
default, failure or defect in any of the Securities. In the event of a failure
to deliver any Security that has been purchased for the Trust under a contract
("Failed Securities"), the Sponsor is authorized under the Trust Agreement to
direct the Trustee to acquire other securities ("Substitute Securities") to
make up the original corpus of the Trust.
The Substitute Securities must be purchased within 20 days after the sale of
the portfolio Security or delivery of the notice of the failed contract. Where
the Sponsors purchase Substitute Securities in order to replace Failed
Securities, (i) the purchase price may not exceed the purchase price of the
Failed Securities and (ii) the Substitute Securities must be substantially
similar to the Securities originally contracted for and not delivered. Where
the Sponsor purchases Substitute Securities in order to replace Securities
they sold, the Sponsor will endeavor to select Securities which are securities
that possess characteristics that are consistent with the objectives of the
Trust as set forth above. Such selection may include or be limited to
Securities previously included in the portfolio of the Trust.
Whenever a Substitute Security has been acquired for the Trust, the Trustee
shall, within five days thereafter, notify all Unit holders of the Trust of
the acquisition of the Substitute Security and the Trustee shall, on the next
Distribution Date which is more than 30 days thereafter, make a pro rata
distribution of the amount, if any, by which the cost to the Trust of the
Failed Security exceeded the cost of the Substitute Security plus accrued
interest, if any.
In the event no reinvestment is made, the proceeds of the sale of Securities
will be distributed to Unit holders as set forth under "Rights of Unit
holders-Distributions." In addition, if the right of substitution shall not be
utilized to acquire Substitute Securities in the event of a failed contract,
the Sponsor will cause to be refunded the sales charge attributable
B-6
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<PAGE>
to such Failed Securities to all Unit holders of the Trust, and distribute the
principal and accrued interest attributable to such Failed Securities on the
next Distribution Date.
Because certain of the Securities from time to time may be substituted (see
"Trust Administration--Portfolio Supervision") or may be sold under certain
circumstances, no assurance can be given that the Trust will retain its
present size and composition for any length of time. The proceeds from the
sale of a Security or the exercise of any redemption or call provision will be
distributed to Unit holders except to the extent such proceeds are applied to
meet redemptions of Units. (See "Liquidity--Trustee Redemption.")
PUBLIC OFFERING
Offering Price
The Public Offering Price per 100 Units of the Trust is equal to the
aggregate value of the underlying Securities in the Trust divided by the
number of Units outstanding times 100 plus a sales charge of 3.9% of the
Public Offering Price per 100 Units (or 4.058% of the net amount invested in
Securities per 100 units). During the first year of the Trust, sales of at
least 5,000 Units will be entitled to a volume discount from the Public
Offering Price as described below. (See "Summary of Essential Information.")
In addition, the net amount invested in Securities will involve a
proportionate share of amounts in the Income Account and Principal Account, if
any. The Public Offering Price can vary on a daily basis from the amount
stated on the cover of this Prospectus in accordance with fluctuations in the
market value of the Securities and the price to be paid by each investor will
be computed as of the day the Units are purchased.
The aggregate value of the Securities is determined in good faith by the
Trustee on each "Business Day" as defined in the Indenture in the following
manner: if the Securities are listed on a national securities exchange or on
the NASDAQ National Market System, this evaluation is generally based on the
closing sale prices on that exchange as of the Evaluation Time (unless the
Trustee deems these prices inappropriate as a basis for valuation). If the
Securities are not so listed or, if so listed and the principal market
therefor is other than on the exchange, the evaluation generally shall be
based on the closing purchase price in the over-the-counter market (unless the
Trustee deems these prices inappropriate as a basis for evaluation) or if
there is no such closing purchase price, then the Trustee may utilize, at the
Trust's expense, an independent evaluation service or services to ascertain
the values of the Securities. The independent evaluation service shall use any
of the following methods, or a combination thereof, which it deems
appropriate: (a) on the basis of current bid prices for comparable securities,
(b) by appraising the value of the Securities on the bid side of the market or
by such other appraisal deemed appropriate by the Trustee or (c) by any
combination of the above, each as of the Evaluation Time.
Volume and Other Discounts
Units of the Trust are available at a volume discount from the Public
Offering Price during the life of the Trust. This volume discount will result
in a reduction of the sales charge applicable to such purchases. The amount of
the approximate reduced sales charge (until December 1, 1996) on the Public
Offering Price applicable to such purchases is as follows:
B-7
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<PAGE>
<TABLE>
<CAPTION>
Percent of Public Percent of Net Amount
Number of Units Offering Price Invested
--------------- -------------- --------
<S> <C> <C>
Fewer than 5,000 3.90% 4.058%
5,000 but less than 10,000 3.50% 3.627%
10,000 but less than 25,000 3.00% 3.093%
25,000 but less than 50,000 2.50% 2.564%
50,000 but less than 100,000 2.00% 2.041%
100,000 or more 1.50% 1.523%
</TABLE>
Commencing on December 2, 1996 the sales charge will be reduced as follows:
<TABLE>
<CAPTION>
Percent of Public Percent of Net Amount
Number of Units Offering Price Invested
--------------- -------------- --------
<S> <C> <C>
Fewer than 10,000 3.00% 3.093%
10,000 but less than 50,000 2.50% 2.564%
50,000 or more 1.50% 1.523%
</TABLE>
Commencing on December 1, 1997 the sales charge will be reduced as follows:
<TABLE>
<CAPTION>
Percent of Public Percent of Net Amount
Number of Units Offering Price Invested
--------------- -------------- --------
<S> <C> <C>
Fewer than 10,000 2.75% 2.828%
10,000 but less than 50,000 2.25% 2.302%
50,000 or more 1.25% 1.266%
</TABLE>
These discounts will apply to all purchases of Units by the same purchaser
during the initial public offering period. Units purchased by the same
purchasers in separate transactions during the initial public offering period
will be aggregated for purposes of determining if such purchaser is entitled
to a discount provided that such purchaser must own at least the required
number of Units at the time such determination is made. Units held in the name
of the spouse of the purchaser or in the name of a child of the purchaser
under 21 years of age are deemed for the purposes hereof to be registered in
the name of the purchaser. The discount is also applicable to a trustee or
other fiduciary purchasing securities for a single trust estate or single
fiduciary account.
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Employees (and their immediate families) of Glickenhaus & Co. and of any
underwriter of the Trust may, pursuant to employee benefit arrangements,
purchase Units of the Trust at a price equal to the then market value of the
underlying securities in the Trust, divided by the number of Units outstanding
plus a reduced sales charge of 1.5% per Unit. Such arrangements result in less
selling effort and selling expenses than sales to employee groups of other
companies. Resales or transfers of Units purchased under the employee benefit
arrangements may only be made through the Sponsor's secondary market, so long
as it is being maintained.
Distribution of Units
The Underwriters of the Units of the Trust are listed in the Underwriting
Account (see "Underwriting Account" in Part A). It is the Underwriters'
intention to qualify Units of the Trust for sale in certain of the states and
to effect a public distribution of the Units solely through their own
organizations. However, Units may be sold to dealers who are members of the
National Association of Securities Dealers, Inc. at prices which represent a
concession equal to $ per 100 Units from the related Public Offering Price
applicable to sales of fewer than Units subject in each case to change from
time to time by the Sponsor. Any volume discount (see "Offering Price" in Part
B) offered to investors will be borne buy the selling Underwriter or dealer
except that, during the initial offering period, the Sponsor may pay the
selling Underwriter or dealer $ per 100 Units for individual sales of more
than Units.
Sales will be made only with respect to whole Units, and the Sponsor
reserves the right to reject, in whole or in part, any order for the purchase
of Units.
Underwriters and broker-dealers of the Trust, banks and/or others are
eligible to participate in a program in which such firms receive from the
Sponsor a nominal award for each of their registered representatives who have
sold a minimum number of units of unit investment trusts created by the
Sponsor during a specified time period. In addition, at various times the
Sponsor may implement other programs under which the sales forces of
Underwriters brokers, dealers, banks and/or others may be eligible to win
other nominal awards for certain sales efforts, or under which the Sponsor
will reallow to any such Underwriters, brokers, dealers, banks and/or others
that sponsor sales contests or recognition programs conforming to criteria
established by the Sponsor, or participate in sales programs sponsored by the
Sponsor, an amount not exceeding the total applicable sales charges on the
sales generated by such person at the public offering price during such
programs. Also, the Sponsor in its discretion may from time to time pursuant
to objective criteria established by the Sponsor pay fees to qualify
Underwriters, brokers, dealers, banks and/or others 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.
Sponsor's and Underwriters' Profits
As set forth under "Public Offering--Offering Price" in Part B, the
Underwriters will receive gross commissions equal to the specified percentages
of the Public Offering Price of the Units of the Trust. The Sponsor will
receive from the Underwriters the excess of such gross sales commission over $
per 100 Units from Underwriters underwriting to
Units, will receive the excess over $ per 100 Units from Underwriters
underwriting to Units, will receive the excess over $ per 100 Units from
Underwriters underwriting to Units, will receive the excess over $ per 100
Units from Underwriters underwriting or more Units and will receive the excess
over $ per 100 Units from Underwriters who underwrite % of the Units of the
Trust. In addition, the Sponsor may, during the initial public
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offering period, pay any Underwriters an additional $ per 100 Units for sales
to individual purchasers of or more Units. The Sponsor may also from time to
time pay in addition to the amounts referenced above, an additional e
concession, in the form of cash or other compensation, any Underwriter who
underwrites or sells, during a specific e period, minimum dollar amounts of
the Units of the Trust. In no event will such additional concession paid by
the e Sponsor to the Underwriter exceed the difference between the sales
charge and the Underwriter's allowance in respect e of Units underwritten by
the Underwriter. Such Units then may be distributed to the public by the
dealers at the Public Offering Price then in effect.
Additionally, the Sponsor may realize a profit on the deposit of the
Securities in the Trust representing the difference between the cost of the
Securities to the Sponsor and the cost of the Securities to the Trust (See
"Portfolio.") The Underwriters share in the profits, if any, described in the
preceding sentence. See "Summary of Essential Financial Information" in Part
A. The Sponsor or any Underwriter may realize profits or sustain losses with
respect to Securities deposited in the Trust which were acquired from
underwriting syndicates of which they were a member.
The Sponsor may have participated as an underwriter or manager, co-manager
or member of underwriting syndicates from which some of the aggregate
principal amount of the Securities were acquired for the Trust in the amounts
set forth in "The Trust" in Part A.
During the initial offering period and thereafter to the extent additional
Units continue to be offered by means of this Prospectus, the underwriting
syndicate may also realize profits or sustain losses as a result of
fluctuations after the initial Date of Deposit in the aggregate value of the
Securities and hence in the Public Offering Price received by the Sponsor and
the Underwriters for the Units. Cash, if any, made available to the Sponsor
prior to settlement date for the purchase of Units may be used in the
Sponsor's business subject to the limitations of 17 CFR 240.15c3-3 under the
Securities Exchange Act of 1934 and may be of benefit to the Sponsor.
Upon termination of the Trust, the Trustee may utilize the services of the
Sponsor for the sale of all or a portion of the Securities in the Trust. The
Sponsor will receive brokerage commissions from the Trust in connection with
such sales in accordance with applicable law.
In maintaining a market for the Units (see "Sponsor Repurchase") the Sponsor
and Underwriters will realize profits or sustain losses in the amount of any
difference between the price at which they buy Units and the price at which
they resell or redeem such Units and to the extent they earn sales charges on
resales.
RIGHTS OF UNIT HOLDERS
Certificates
Ownership of Units of the Trust is evidenced by registered Certificates
executed by the Trustee and the Sponsor. Certificates may be issued in
denominations of one hundred or more Units. Certificates are transferable by
presentation and surrender to the Trustee properly endorsed and/or accompanied
by a written instrument or instruments of transfer. Although no such charge is
presently made or contemplated, the Trustee may require a Unit holder to pay
$2.00 for each Certificate reissued or transferred and any governmental charge
that may be imposed in connection with each such transfer or interchange.
Mutilated, destroyed, stolen or lost Certificates will be replaced upon
delivery of satisfactory indemnity and payment of expenses incurred.
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Distributions
Dividends and interest received by the Trust are credited by the Trustee to
an Income Account for the Trust. Other receipts, including the proceeds of
Securities disposed of, are credited to a Principal Account for the Trust.
Distributions to each Unit holder from the Income Account are computed as of
the close of business on each Record Date for the following Distribution Date.
Distributions from the Principal Account of the Trust (other than amounts
representing failed contracts, as previously discussed) will be computed as of
each Record Date, and will be made to the Unit holders of the Trust on or
shortly after the Distribution Date. Proceeds representing principal received
from the disposition of any of the Securities between a Record Date and a
Distribution Date which are not used for redemptions of Units will be held in
the Principal Account and not distributed until the next Distribution Date.
Persons who purchase Units between a Record Date and a Distribution Date will
receive their first distribution on the Distribution Date following the first
Record Date on which they are a Unit Holder of record.
As of each month the Trustee will deduct from the Income Account of the
Trust, and, to the event funds are not sufficient therein, from the Principal
Account of the Trust, amounts necessary to pay the expenses of the Trust (as
determined on the basis set forth under "Trust Expenses and Charges"). The
Trustee also may withdraw from said accounts such amounts, if any, as it deems
necessary to establish a reserve for any applicable taxes or other
governmental charges that may be payable out of the Trust. Amounts so
withdrawn shall not be considered a part of such Trust's assets until such
time as the Trustee shall return all or any part of such amounts to the
appropriate accounts. In addition, the Trustee may withdraw from the Income
and Principal Accounts such amounts as may be necessary to cover redemptions
of Units by the Trustee.
The dividend distribution per 100 Units cannot be estimated and will change
and may be reduced as Securities are redeemed, exchanged or sold, or as
expenses of the Trust fluctuate. No distribution need be made from the
Principal Account until the balance therein is an amount sufficient to
distribute $1.00 per 100 Units.
Records
The Trustee shall furnish Unit holders in connection with each distribution
a statement of the amount of dividends and interest, if any, and the amount of
other receipts, if any, which are being distributed, expressed in each case as
a dollar amount per 100 Units. Within a reasonable time after the end of each
calendar year the Trustee will furnish to each person who at any time during
the calendar year was a Unit holder of record, a statement showing (a) as to
the Income Account: dividends, interest and other cash amounts received,
amounts paid for purchases of Substitute Securities and redemptions of Units,
if any, deductions for applicable taxes and fees and expenses of the Trust,
and the balance remaining after such distributions and deductions, expressed
both as a total dollar amount and as a dollar amount representing the pro rata
share of each 100 Units outstanding on the last business day of such calendar
year; (b) as to the Principal Account: the dates of disposition of any
Securities and the net proceeds received therefrom, deductions for payments of
applicable taxes and fees and expenses of the Trust, amounts paid for
purchases of Substitute Securities and redemptions of Units, if any, and the
balance remaining after such distributions and deductions, expressed both as a
total dollar amount and as a dollar amount representing the pro rata share of
each 100 Units outstanding on the last business day of such calendar year; (c)
a list of the Securities held, a list of Securities purchased, sold or
otherwise disposed of during the calendar year and the number of Units
outstanding on the last business day of such calendar year; (d) the Redemption
Price per 100 Units based upon the last computation thereof made during such
calendar year; and (e) amounts actually distributed to Unit holders during
such calendar year from
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<PAGE>
the Income and Principal Accounts, separately stated, of the Trust, expressed
both as total dollar amounts and as dollar amounts representing the pro rata
share of each 100 Units outstanding on the last business day of such calendar
year.
The Trustee shall keep available for inspection by Unit holders at all
reasonable times during usual business hours, books of record and account of
its transactions as Trustee, including records of the names and addresses of
Unit holders, Certificates issued or held, a current list of Securities in the
portfolio and a copy of the Trust Agreement.
Expenses and Charges
Initial Expenses
All or a portion of the expenses incurred in creating and establishing the
Trust, including the cost of the initial preparation and execution of the
Trust Agreement, registration of the Trust and the Units under the Investment
Company Act of 1940 and the Securities Act of 1933, blue sky registration
fees, the initial fees and expenses of the Trustee, legal expenses and other
actual out-of-pocket expenses, will be paid by the Trust and amortized over
the life of the Trust. All advertising and selling expenses, as well as any
organizational expenses not paid by the Trust, will be borne by the Sponsors
at no cost to the Trust.
Fees
The Sponsor will not charge the Trust a fee for their services as such. (See
"Sponsor's and Underwriters' Profits.")
The Sponsor will receive for portfolio supervisory services to the Trust an
Annual Fee in the amount set forth under "Summary of Essential Information" in
Part A. The Sponsor's fee may exceed the actual cost of providing portfolio
supervisory services for the Trust, but at no time will the total amount
received for portfolio supervisory services rendered to all series of the
Glickenhaus Value Portfolios in any calendar year exceed the aggregate cost to
the Sponsor of supplying such services in such year. (See "Portfolio
Supervision.")
The Trustee will receive, for its ordinary recurring services to the Trust,
an annual fee in the amount set forth under "Summary of Essential Information"
in Part A. For a discussion of the services performed by the Trustee pursuant
to its obligations under the Trust Agreement, see "Trust Administration" and
"Rights of Unit holders".
The Trustee's fees applicable to a Trust are payable from the Income Account
of the Trust to the extent funds are available and then from the Principal
Account. Both fees may be increased without approval of the Unit holders by
amounts not exceeding proportionate increases in consumer prices for services
as measured by the United States Department of Labor's Consumer Price Index
entitled "All Services Less Rent."
Other Charges
The following additional charges are or may be incurred by the Trust: all
expenses (including audit and counsel fees) of the Trustee incurred and
advances made in connection with its activities under the Trust Agreement,
including annual audit expenses of independent public accountants selected by
the Sponsor (so long as the Sponsor maintains a secondary market, the Sponsor
will bear any audit expense which exceeds 50 cents per 100 Units), 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 Trust Agreement;
indemnification of the Trustee for any loss or liability accruing to it
without gross negligence, bad faith or willful misconduct on its part, arising
out of or in
B-12
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<PAGE>
connection with its acceptance or administration of the Trust; indemnification
of the Sponsor for any losses, liabilities and expenses incurred in acting as
sponsors of the Trust without gross negligence, bad faith or willful
misconduct on its part; and all taxes and other governmental charges imposed
upon the Securities or any part of the Trust (no such taxes or charges are
being levied, made or, to the knowledge of the Sponsor, contemplated). The
above expenses, including the Trustee's fees, when paid by or owing to the
Trustee are secured by a first lien on the Trust to which such expenses are
charged. In addition, the Trustee is empowered to sell the Securities in order
to make funds available to pay all expenses.
TAX STATUS
The following is a general discussion of certain of the Federal income tax
consequences of the purchase, ownership and disposition of the Units. The
summary is limited to investors who hold the Units as "capital assets"
(generally, property held for investment) within the meaning of Section 1221
of the Internal Revenue Code of 1986, as amended (the "Code"). 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 rendering the opinion set forth below, Battle Fowler LLP has examined the
Agreement, the final form of Prospectus dated the date hereof (the
"Prospectus") and the documents referred to therein, among others, and has
relied on the validity of said documents and the accuracy and completeness of
the facts set forth therein.
In the opinion of Battle Fowler LLP, special counsel for the Sponsor, under
existing law:
1. The Trust will be classified as a grantor trust for
Federal income tax purposes and not as a partnership or association taxable
as a corporation. Classification of the Trust as a grantor trust will cause
the Trust not to be subject to Federal income tax, and will cause the Unit
holders of the Trust to be treated for Federal income tax purposes as the
owners of a pro rata portion of the assets of the Trust. All income received
by the Trust will be treated as income of the Unit holders in the manner set
forth below.
2. The Trust is not subject to the New York Franchise Tax
on Business Corporations or the New York City General Corporation Tax. For a
Unit holder who is a New York resident, however, a pro rata portion of all
or part of the income of the Trust will be treated as the income of the Unit
holder under the income tax laws of the State and City of New York. Similar
treatment may apply in other states.
3. During the 90-day period subsequent to the initial
issuance date, the Sponsor reserves the right to deposit additional
Securities that are substantially similar to those establishing the Trust.
This retained right falls within the guidelines promulgated by the Internal
Revenue Service ("IRS") and should not affect the taxable status of the
Trust.
A taxable event will generally occur with respect to each Unit holder when
the Trust disposes of a Security (whether by sale, exchange or redemption) or
upon the sale, exchange or redemption of Units by such Unit holder. The price
a Unit holder pays for his Units, including sales charges, is allocated among
his pro rata portion of each Security held by the Trust (in proportion to the
fair market values thereof on the date the Unit holder purchases his Units) in
order to determine his initial cost for his pro rata portion of each Security
held by the Trust.
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For Federal income tax purposes, a Unit holder's pro rata portion of
dividends paid with respect to a Security held by a Trust are taxable as
ordinary income to the extent of such corporation's current and accumulated
"earnings and profits" as defined by Section 316 of the Code. A Unit holder's
pro rata portion of dividends paid on such Security that exceed such current
and accumulated earnings and profits will first reduce a Unit holder's tax
basis in such Security, and to the extent that such dividends exceed a Unit
holder's tax basis in such Security will generally be treated as capital gain.
A Unit holder's portion of gain, if any, upon the sale, exchange or
redemption of Units or the disposition of Securities held by the Trust will
generally be considered a capital gain and will be long-term if the Unit
holder has held his Units for more than one year. Long-term capital gains are
generally taxed at the same rates applicable to ordinary income, although
individuals who realize long-term capital gains may be subject to a reduced
tax rate on such gains, rather than the "regular" maximum tax rate of 31%. Tax
rates may increase prior to the time when Unit holders may realize gains from
the sale, exchange or redemption of Units or Securities.
A Unit holder's portion of loss, if any, upon the sale or redemption of
Units or the disposition of Securities held by the Trust will generally be
considered a capital loss and will be long-term if the Unit holder has held
his Units for more than one year. Capital losses are deductible to the extent
of capital gains; in addition, up to $3,000 of capital losses of non-corporate
Unit holders may be deducted against ordinary income.
Under Section 67 of the Code and the accompanying Regulations, a Unit holder
who itemizes his deductions may also deduct his pro rata share of the fees and
expenses of the Trust, but only to the extent that such amounts, together with
the Unit holder's other miscellaneous deductions, exceed 2% of his adjusted
gross income. The deduction of fees and expenses may also be limited by
Section 68 of the Code, which reduces the amount of itemized deductions that
are allowed for individuals with incomes in excess of certain thresholds.
After the end of each calendar year, the Trustee will furnish to each Unit
holder an annual statement containing information relating to the dividends
received by the Trust on the Securities, the gross proceeds received by the
Trust from the disposition of any Security, and the fees and expenses paid by
the Trust. The Trustee will also furnish annual information returns to each
Unit holder and to the Internal Revenue Service.
A corporation that owns Units will generally be entitled to a 70% dividends
received deduction with respect to such Unit holder's pro rata portion of
dividends received by the Trust from a domestic corporation under Section 243
of the Code or from a qualifying foreign corporation under Section 245 of the
Code (to the extent the dividends are taxable as ordinary income, as discussed
above) in the same manner as if such corporation directly owned the Securities
paying such dividends. However, a corporation owning Units should be aware
that 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). 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. Accordingly, Unit holders should consult their tax adviser in
this regard.
As discussed in the section "Termination", each Unit holder may have three
options in receiving their termination distributions, which are (i) to receive
their pro rata share of the underlying Securities in kind, (ii) to receive
cash upon liquidation of their pro rata share of the underlying Securities, or
(iii) to invest the amount of cash they would receive upon the liquidation of
their pro rata share of the underlying Securities in units of a future series
of the Trust (if one is offered).
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There are special tax consequences should a Unit holder choose option (i),
the exchange of the Unit holder's Units for a pro rata portion of each of the
Securities held by the Trust plus cash. Treasury Regulations provide that gain
or loss is recognized when there is a conversion of property into property
that is materially different in kind or extent. In this instance, the Unit
holder may be considered the owner of an undivided interest in all of the
Trust's assets. By accepting the proportionate number of Securities of the
Trust, in partial exchange for his Unit, the Unit holder should be treated as
merely exchanging his undivided pro rata ownership of Securities held by the
Trust into sole ownership of a proportionate share of Securities. As such,
there should be no material difference in the Unit holder's ownership, and
therefore the transaction should be tax free to the extent the Securities are
received. Alternatively, the transaction may be treated as an exchange that
would qualify for nonrecognition treatment to the extent the Unit holder is
exchanging his undivided interest in all of the Trust's Securities for his
proportionate number of shares of the underlying Securities. In either
instance, the transaction should result in a non-taxable event for the Unit
holder to the extent Securities are received. However, there is no specific
authority addressing the income tax consequences of an in kind distribution
from a grantor trust, and investors are urged to consult their tax advisers in
this regard.
Entities that generally qualify for an exemption from Federal income tax,
such as many pension trusts, are nevertheless taxed under Section 511 of the
Code on "unrelated business taxable income." Unrelated business taxable income
is income from a trade or business regularly carried on by the tax-exempt
entity that is unrelated to the entity's exempt purpose. Unrelated business
taxable income generally does not include dividend or interest income or gain
from the sale of investment property, unless such income is derived from
property that is debt-financed or is dealer property. A tax-exempt entity's
dividend income from the Trust and gain from the sale of Units in the Trust or
the Trust's sale of Securities is not expected to constitute unrelated
business taxable income to such tax-exempt entity unless the acquisition of
the Unit itself is debt-financed or constitutes dealer property in the hands
of the tax-exempt entity.
Before investing in the Trust, the trustee or investment manager of an
employee benefit plan (e.g., a pension or profit sharing retirement plan)
should consider among other things (a) whether the investment is prudent under
the Employee Retirement Income Security Act of 1974 ("ERISA"), taking into
account the needs of the plan and all of the facts and circumstances of the
investment in the Trust; (b) whether the investment satisfies the
diversification requirement of Section 404(a)(1)(C) of ERISA; and (c) whether
the assets of the Trust are deemed "plan assets" under ERISA and the
Department of Labor regulations regarding the definition of "plan assets."
Prospective tax-exempt investors are urged to consult their own tax advisers
prior to investing in the Trust.
Retirement Plans
This Trust may be well suited for purchase by Individual Retirement Accounts
("IRAs"), Keogh plans, pension funds and other qualified retirement plans,
certain of which are briefly described below. Generally, capital gains and
income received in each of the foregoing plans are exempt from Federal
taxation. All distributions from such plans are generally treated as ordinary
income but may, in some cases, be eligible for special 5 or 10 year averaging
or tax-deferred rollover treatment. Unit holders in IRAs, Keogh plans and
other tax-deferred retirement plans should consult their plan custodian as to
the appropriate disposition of distributions. Investors considering
participation in any of these plans should review specific tax laws related
thereto and should consult their attorneys or tax advisers with respect to the
establishment and maintenance of any of these plans. These plans are offered
by brokerage firms, including the Sponsor of the Trust, and other financial
institutions. Fees and charges with respect to such plans may vary.
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Retirement Plans for the Self-Employed--Keogh Plans. Units of the Trust may
be purchased by retirement plans established pursuant to Self-Employed
Individuals Tax Retirement Act of 1962 ("Keogh plans") for self-employed
individuals, partnerships or unincorporated companies. Qualified individuals
may generally make annual tax-deductible contributions up to the lesser of 20%
of annual compensation or $30,000 to Keogh plans. The assets of the plan must
be held in a qualified trust or other arrangement which meets the requirements
of the Code. Generally, there are penalties for premature distributions from a
plan before attainment of age 591/2, except in the case of a participant's
death or disability and certain other related circumstances. Keogh plan
participants may also establish separate IRAs (see below) to which they may
contribute up to an additional $2,000 per year ($2,250 in a spousal account).
Individual Retirement Account--IRA. Any individual (including one covered by
an employer retirement plan) can establish an IRA or make use of a qualified
IRA arrangement set up by an employer or union for the purchase of Units of
the Trust. Any individual can make a contribution in an IRA equal to the
lesser of $2,000 ($2,250 in a spousal account) or 100% of earned income; such
investment must be made in cash. However, the deductible amount an individual
may contribute will be reduced if the individual's adjusted gross income
exceeds $25,000 (in the case of a single individual), $40,000 (in the case of
married individuals filing a joint return) or $200 (in the case of a married
individual filing a separate return). A married individual filing a separate
return will not be entitled to any deduction if the individual is covered by
an employer-maintained retirement plan without regard to whether the
individual's spouse is an active participant in an employer retirement plan.
Unless nondeductible contributions were made in 1987 or a later year, all
distributions from an IRA will be treated as ordinary income but generally are
eligible for tax-deferred rollover treatment. It should be noted that certain
transactions which are prohibited under Section 408 of the Code will cause all
or a portion of the amount in an IRA to be deemed to be distributed and
subject to tax at that time. A participant's entire interest in an IRA must
be, or commence to be, distributed to the participant not later than the April
1 following the taxable year during which the participant attains age 701/2.
Taxable distributions made before attainment of age 591/2, except in the case
of the participant's death or disability or where the amount distributed is
part of a series of substantially equal periodic (at least annual) payments
that are to be made over the life expectancies of the participant and his or
her beneficiary, are generally subject to a surtax in an amount equal to 10%
of the distribution.
Corporate Pension and Profit-Sharing Plans. A pension or profit-sharing plan
for employees of a corporation may purchase Units of the Trust.
LIQUIDITY
Sponsor Repurchase
The Sponsor, although not obligated to do so, intends to maintain a
secondary market for the Units and continuously to offer to repurchase the
Units. The Sponsor's secondary market repurchase price will be based on the
aggregate value of the Securities in the Trust portfolio and will be the same
as the redemption price. The aggregate value of the Securities will be
determined by the Trustee on a daily basis and computed on the basis set forth
under "Trustee Redemption." The Sponsor does not guarantee the enforceability,
marketability or price of any Securities in the Portfolio or of the Units.
Unit holders who wish to dispose of their Units should inquire of the Sponsor
as to current market prices prior to making a tender for redemption. The
Sponsor may discontinue repurchase of Units if the supply of Units exceeds
demand, or for other business reasons. The date of repurchase is deemed to be
the date on which Certificates representing Units are physically received in
proper form, i.e., properly endorsed, by Glickenhaus & Co., 6 East 43rd
Street, New York, New York 10017. Units received after 4 P.M., New York Time,
will be deemed to
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have been repurchased on the next business day. In the event a market is not
maintained for the Units, a Unit holder may be able to dispose of Units only
by tendering them to the Trustee for redemption.
Units purchased by the Sponsor in the secondary market may be reoffered for
sale by the Sponsor at a price based on the aggregate value of the Securities
in the Trust plus a maximum sales charge of 3.9% (or 4.058% of the net amount
invested) plus a pro rata portion of amounts, if any, in the Income Account.
Any Units that are purchased by the Sponsor in the secondary market also may
be redeemed by the Sponsor if it determines such redemption to be in its best
interest.
The Sponsor may, under certain circumstances, as a service to Unit holders,
elect to purchase any Units tendered to the Trustee for redemption (see
"Trustee Redemption"). Factors which the Sponsor will consider in making a
determination will include the number of Units of all Trusts which it has in
inventory, its estimate of the salability and the time required to sell such
Units and general market conditions. For example, if in order to meet
redemptions of Units the Trustee must dispose of Securities, and if such
disposition cannot be made by the redemption date (seven calendar days after
tender), the Sponsor may elect to purchase such Units. Such purchase shall be
made by payment to the Unit holder not later than the close of business on the
redemption date of an amount equal to the Redemption Price on the date of
tender.
Trustee Redemption
Units may also be tendered to the Trustee for redemption at its corporate
trust office at 101 Barclay Street, New York, New York 10286, upon proper
delivery of Certificates representing such Units and payment of any relevant
tax. At the present time there are no specific taxes related to the redemption
of Units. No redemption fee will be charged by the Sponsor or the Trustee.
Units redeemed by the Trustee will be cancelled.
Certificates representing Units to be redeemed must be delivered to the
Trustee and must be properly endorsed or accompanied by proper instruments of
transfer with signature guaranteed (or by providing satisfactory indemnity, as
in the case of lost, stolen or mutilated Certificates). Thus, redemptions of
Units cannot be effected until Certificates representing such Units have been
delivered by the person seeking redemption. (See "Certificates.") Unit holders
must sign exactly as their names appear on the faces of their Certificates. In
certain instances the Trustee may require additional documents such as, but
not limited to, trust instruments, certificates of death, appointments as
executor or administrator or certificates of corporate authority.
Within seven calendar days following a tender for redemption, or, if such
seventh day is not a business day, on the first business day prior thereto,
the Unit holder will be entitled to receive an amount for each Unit tendered
equal to the Redemption Price per Unit computed as of the Evaluation Time set
forth under "Summary of Essential Information" in Part A on the date of
tender. The "date of tender" is deemed to be the date on which Units are
received by the Trustee, except that with respect to Units received after the
close of trading on the New York Stock Exchange (4:00 p.m. Eastern Time), the
date of tender is the next day on which such Exchange is open for trading, and
such Units will be deemed to have been tendered to the Trustee on such day for
redemption at the Redemption Price computed on that day.
A Unit holder will receive his redemption proceeds in cash and amounts paid
on redemption shall be withdrawn from the Income Account, or, if the balance
therein is insufficient, from the Principal Account. All other amounts paid on
redemption shall be withdrawn from the Principal Account. The Trustee is
empowered to sell Securities in order to make funds available for redemptions.
Such sales, if required, could result in a sale of Securities by the Trustee
at
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a loss. To the extent Securities are sold, the size and diversity of the Trust
will be reduced. The Securities to be sold will be selected by the Trustee in
order to maintain, to the extent practicable, the proportionate relationship
among the number of shares of each Stock. Provision is made in the Indenture
under which the Sponsor may, but need not, specify minimum amounts in which
blocks of Securities are to be sold in order to obtain the best price for the
Fund. While these minimum amounts may vary from time to time in accordance
with market conditions, the Sponsor believes that the minimum amounts which
would be specified would be approximately 100 shares for readily marketable
Securities.
The Redemption Price per Unit is the pro rata share of the Unit in the Trust
determined by the Trustee on the basis of (i) the cash on hand in the Trust or
moneys in the process of being collected, (ii) the value of the Securities in
the Trust as determined by the Trustee, less (a) amounts representing taxes or
other governmental charges payable out of the Trust, (b) the accrued expenses
of the Trust and (c) cash allocated for the distribution to Unit holders of
record as of the business day prior to the evaluation being made. The Trustee
may determine the value of the Securities in the Trust in the following
manner: if the Securities are listed on a national securities exchange or the
NASDAQ national market system, this evaluation is generally based on the
closing sale prices on that exchange or that system (unless the Trustee deems
these prices inappropriate as a basis for valuation). If the Securities are
not so listed or, if so listed and the principal market therefor is other than
on the exchange, the evaluation shall generally be based on the closing
purchase price in the over-the-counter market (unless the Trustee deems these
prices inappropriate as a basis for evaluation) or if there is no such closing
purchase price, then the Trustee may utilize, at the Trust's expense, an
independent evaluation service or services to ascertain the values of the
Securities. The independent evaluation service shall use any of the following
methods, or a combination thereof, which it deems appropriate: (a) on the
basis of current bid prices for comparable securities, (b) by appraising the
value of the Securities on the bid side of the market or (c) by any
combination of the above.
Units will be redeemed by the Trustee solely in cash for any Unit holder
tendering less than 2,500 Units. With respect to redemption requests of at
least 2,500 Units, the Sponsor may determine, in its discretion, to direct the
Trustee to redeem Units "in kind" even if the Sponsor is then maintaining a
secondary market in Units of the Trust. Unit holders redeeming "in kind" will
receive an amount and value of Securities per Unit equal to the Redemption
Price per Unit determined as of the Evaluation Time next following the date of
tender. The distribution "in kind" for redemption of Units will be made by the
Trustee for the account of, and for disposition in accordance with the
instructions of, the tendering Unit holder. The tendering Unit holder will be
entitled to receive whole shares of each of the underlying Securities, plus
cash equal to the Unit holder's pro rata share of the cash balance of the
Income and Principal Accounts and cash from the Principal Account equal to the
fractional shares to which such tendering Unit holder is entitled. The Trustee
in connection with implementing the redemption "in kind" procedures described
above, may make any adjustments necessary to reflect differences between the
Redemption Price of Units and the value of the Securities distributed "in
kind" as of the date of tender. If the Principal Account does not contain
amounts sufficient to cover the required cash distribution to the tendering
Unit holder, the Trustee is empowered to sell Securities in the manner
discussed below. A Unit holder receiving redemption distributions of
Securities "in kind" generally will incur brokerage costs and odd-lot charges
in converting Securities so received into cash. The Trustee will assess
transfer charges to Unit holders taking Securities "in kind" according to its
usual practice.
Any amounts paid on redemption representing income received will be
withdrawn from the Income Account to the extent funds are available. In
addition, in implementing the redemption procedures described above, the
Trustee shall make any adjustments necessary to reflect differences between
the Redemption Price of the Units and the value of the "in kind" distribution
as of the date of tender. To the extent that Securities are distributed in
kind, the size of the Trust will be reduced.
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The Trustee reserves the right to suspend the right of redemption and to
postpone the date of payment of the Redemption Price per Unit for any period
during which the New York Stock Exchange is closed, other than customary
weekend and holiday closings, or trading on that Exchange is restricted or
during which (as determined by the Securities and Exchange Commission) an
emergency exists as a result of which disposal or evaluation of the Securities
is not reasonably practicable, or for such other periods as the Securities and
Exchange Commission may by order permit. The Trustee and the Sponsor are not
liable to any person or in any way for any loss or damage which may result
from any such suspension or postponement.
A Unit holder who wishes to dispose of his Units should inquire of his bank
or broker in order to determine if there is a current secondary market price
in excess of the Redemption Price. There can be no assurance, however, that
such a market will exist.
TRUST ADMINISTRATION
Portfolio Supervision
The Trust is a unit investment trust and is not a managed fund. Traditional
methods of investment management for a managed fund typically involve frequent
changes in a portfolio of securities on the basis of economic, financial and
market analyses. The Portfolio of the Trust, however, will not be managed and
therefore the adverse financial condition of an issuer will not necessarily
require the sale of its Securities from the Portfolio. However, the Sponsor
may direct the disposition of Securities upon the occurrence of certain
events, including:
1. default in payment of amounts due on any of the
Securities;
2. institution of certain legal proceedings;
3. default under certain documents materially and adversely
affecting future declaration or payment of amounts due or
expected; or
4. decline in price as a direct result of serious adverse
credit factors affecting the issuer of a Security which,
in the opinion of the Sponsor, would make the retention
of the Security detrimental to the Trust or the Unit
holders.
Upon receipt of such direction from the Sponsor, the Trustee shall proceed to
sell the specified Security in accordance with such direction. Such proceeds
shall be distributed to Unit holders in accordance with the provisions set
forth under "Rights of Unit Holders - Distributions."
If a default in the payment of amounts due on any Security occurs and if the
Sponsor fails to give immediate instructions to sell or hold that Security,
the Trust Agreement provides that the Trustee, within 30 days of that failure
by the Sponsor, may sell the Security.
The Trust Agreement provides that it is the responsibility of the Sponsor to
instruct the Trustee to reject any offer made by an issuer of any of the
Securities to issue new securities in exchange and substitution for any
Security pursuant to a recapitalization or reorganization, except that the
Sponsor may instruct the Trustee to accept such an offer or to
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take any other action with respect thereto as the Sponsor may deem proper if
the issuer failed to declare or pay, amounts owed with respect thereto.
The Trust Agreement also authorizes the Sponsor to increase the size and
number of Units of the Trust by the deposit of Additional Securities,
contracts to purchase Additional Securities or cash or a letter of credit with
instructions to purchase Additional Securities in exchange for the
corresponding number of additional Units within 90 days subsequent to the
initial Date of Deposit, provided that the original proportionate relationship
among the number of shares of each Security established on the Initial Date of
Deposit is maintained to the extent practicable. Deposits of Additional
Securities in the Trust subsequent to the 90-day period following the initial
Date of Deposit must replicate exactly the proportionate relationship among
the shares of each Security in the Trust portfolio at the end of the initial
90-day period.
With respect to deposits of Additional Securities (or cash or a letter of
credit with instructions to purchase Additional Securities), in connection
with creating additional Units of the Trust, the Sponsor may specify the
minimum numbers in which Additional Securities will be deposited or purchased.
If a deposit is not sufficient to acquire minimum amounts of each Security,
Additional Securities may be acquired in the order of the Security most
under-represented immediately before the deposit when compared to the original
proportionate relationship. If Securities of an issue originally deposited are
unavailable at the time of the subsequent deposit, the Sponsor may (1) deposit
cash or a letter of credit with instructions to purchase the Security when it
becomes available, or (2) deposit (or instruct the Trustee to purchase) either
Securities of one or more other issues originally deposited or a Substitute
Security.
Trust Agreement and Amendment
The Trust Agreement may be amended by the Trustee and the Sponsor without
the consent of any of the Unit holders: (1) to cure any ambiguity or to
correct or supplement any provision which may be defective or inconsistent;
(2) to change any provision thereof as may be required by the Securities and
Exchange Commission or any successor governmental agency; or (3) to make such
other provisions in regard to matters arising thereunder as shall not
adversely affect the interests of the Unit holders.
The Trust Agreement may also be amended in any respect, or performance of
any of the provisions thereof may be waived, with the consent of the holders
of Certificates evidencing 662/3% of the Units then outstanding for the
purpose of modifying the rights of Unit holders; provided that no such
amendment or waiver shall reduce any Unit holder's interest in the Trust
without his consent or reduce the percentage of Units required to consent to
any such amendment or waiver without the consent of the holders of all
Certificates. The Trust Agreement may not be amended, without the consent of
the holders of all Certificates in the Trust then outstanding, to increase the
number of Units issuable or to permit the acquisition of any Securities in
addition to or in substitution for those initially deposited in such Trust,
except in accordance with the provisions of the Trust Agreement. The Trustee
shall promptly notify Unit holders, in writing, of the substance of any such
amendment.
Trust Termination
The Trust Agreement provides that the Trust shall terminate upon the
maturity, redemption or other disposition, as the case may be, of the last of
the Securities held in such Trust but in no event is it to continue beyond the
Mandatory Termination Date. If the value of the Trust shall be less than the
minimum amount set forth under "Summary of Essential Information" in Part A,
the Trustee may, in its discretion, and shall, when so directed by the
Sponsor, terminate the Trust. The Trust may also be terminated at any time
with the consent of the holders of 100% of the
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Units then outstanding. The Trustee may utilize the services of the Sponsor
for the sale of all or a portion of the Securities in the Trust. The Sponsor
will receive brokerage commissions from the Trust in connection with such
sales in accordance with applicable law. In the event of termination, written
notice thereof will be sent by the Trustee to all Unit holders. Such notice
will provide Unit holders with three options by which to receive their pro
rata share of the net asset value of the Trust.
1. A Unit holder who owns at least 2,500 units and who so
elects by notifying the Trustee prior to the commencement of the Liquidation
Period by returning a properly completed election request (to be supplied to
Unit holders at least 20 days prior to such date) (see "Summary of Essential
Information" in Part A for the date of the commencement of the Liquidation
Period) and whose interest in the Trust entitles him to receive at least one
share of each underlying Security will have his Units redeemed on
commencement of the Liquidation Period by distribution of the Unit holder's
pro rata share of the net asset value of the Trust on such date distributed
in kind to the extent represented by whole shares of underlying Securities
and the balance in cash within 7 calendar days next following the
commencement of the Liquidation Period. Unit holders subsequently selling
such distributed Securities will incur brokerage costs when disposing of
such Securities.
A Unit holder may also elect prior to the Mandatory Termination Date by so
specifying in a properly completed election request, the following two options
with regard to the termination distribution of such Unit holder's interest in
the Trust as set forth below:
2. to receive in cash such Unit holder's pro rata share
of the net asset value of the Trust derived from the sale by the Sponsor as
the agent of the Trustee of the underlying Securities over a period not to
exceed 30 business days immediately following the commencement of the
Liquidation Period. The Unit holder's Redemption Price per Unit on the
settlement date of the last trade of a Security in the Trust will be
distributed to such Unit holder within 7 days of the settlement of the trade
of the last Security to be sold; and/or
3. upon the receipt by the Trust of an appropriate
exemptive order from the Securities and Exchange Commission, to invest such
Unit holder's pro rata share of the net asset value of the Trust derived
from the sale by the Sponsor as agent of the Trustee of the underlying
Securities over a period not to exceed 30 business days immediately
following the commencement of the Liquidation Period, in units of any
available series of Glickenhaus Value Portfolios, The Equity Collection (the
"New Series"). The Units of a New Series will be purchased by the Unit
holder within 7 days of the settlement of the trade for the last Security to
be sold. Such purchaser may be entitled to a reduced sales load upon the
purchase of units of the New Series. It is expected that the terms of the
New Series will be substantially the same as the terms of the Trust
described in this Prospectus, and that similar options with respect to the
termination of such New Series will be available. The availability of this
option does not constitute a solicitation of an offer to purchase Units of a
New Series or any other security. A Unit holder's election to participate in
this option will be treated as an indication of interest only. At any time
prior to the purchase by the Unit holder of units of a New Series such Unit
holder may change his investment strategy and receive, in cash, the proceeds
of the sale of the Securities. There can be no assurance that the Securities
and Exchange Commission will grant such exemptive order.
The Sponsor has agreed to effect the sales of underlying securities for the
Trustee in the case of the second and third options over a period not to
exceed 30 business days immediately following the commencement of the
Liquidation Period. The Sponsor, on behalf of the Trustee, will sell, unless
prevented by unusual and unforeseen circumstances, such as, among other
reasons, a suspension in trading of a Security, the close of a stock exchange,
outbreak of hostilities and collapse of the economy, on each business day
during the 30 business day period at least a number of shares of each Security
which then remains in the portfolio (based on the number of shares of each
issue in the
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portfolio) multiplied by a fraction the numerator of which is one and the
denominator of which is the number of days remaining in the 30 business day
sales period. The Redemption Price Per Unit upon the settlement of the last
sale of Securities during the 30 business day period will be distributed to
Unit holders in redemption of such Unit holders' interest in the Trust.
Depending on the amount of proceeds to be invested in Units of the New
Series and the amount of other orders for Units in the New Series, the Sponsor
may purchase a large amount of securities for the New Series in a short period
of time. The Sponsor's buying of securities may tend to raise the market
prices of these securities. The actual market impact of the Sponsor's
purchases, however, is currently unpredictable because the actual amount of
securities to be purchased and the supply and price of those securities is
unknown. A similar problem may occur in connection with the sale of Securities
during the 30 business day period immediately following the commencement of
the Liquidation Period; depending on the number of sales required, the prices
of and demand for Securities, such sales may tend to depress the market prices
and thus reduce the proceeds of such sales. The Sponsor believes that the sale
of underlying Securities over a 30 business day period as described above is
in the best interest of a Unit holder and may mitigate the negative market
price consequences stemming from the trading of large amounts of Securities.
The Securities may be sold in fewer than 30 days if, in the Sponsor's
judgment, such sales are in the best interest of Unit holders. The Sponsor, in
implementing such sales of securities on behalf of the Trustee, will seek to
maximize the sales proceeds and will act in the best interests of the Unit
holders. There can be no assurance, however, that any adverse price
consequences of heavy trading will be mitigated.
Unit holders who do not make any election will be deemed to have elected to
receive the Redemption Price per Unit in cash (option number 2).
It should also be noted that Unit holders will realize taxable capital gains
or losses on the liquidation of the Securities representing their Units for
cash or a New Series, but, due to the procedures for investing in the New
Series, no cash would be distributed at that time to pay any taxes.
The Sponsor may for any reason, in its sole discretion, decide not to
sponsor any subsequent series of the Trust, without penalty or incurring
liability to any Unit holder. If the Sponsor so decides, the Sponsor will
notify the Trustee of that decision, and the Trustee will notify the Unit
holders before the Termination Date. All Unit holders will then elect either
option 1 or option 2.
By electing to reinvest in the New Series, the Unit holder indicates his
interest in having his terminating distribution from the Trust invested only
in the New Series created following termination of the Trust; the Sponsor
expects, however, that a similar reinvestment program will be offered with
respect to all subsequent series of the Trust, thus giving Unit holders an
opportunity to elect to "rollover" their terminating distributions into a New
Series. The availability of the reinvestment privilege does not constitute a
solicitation of offers to purchase units of a New Series or any other
security. A Unit holder's election to participate in the reinvestment program
will be treated as an indication of interest only. The Sponsor intends to
coordinate the date of deposit of a future series so that the terminating
trust will terminate contemporaneously with the creating of a New Series.
The Sponsor reserves the right to modify, suspend or terminate the
reinvestment privilege at any time.
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The Sponsor
The Sponsor, Glickenhaus & Co., a New York limited partnership, is engaged
in the underwriting and securities brokerage business, and in the investment
advisory business. It is a member of the New York Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. and is an associate member of
the American Stock Exchange. Glickenhaus & Co. acts as a sponsor for
successive Series of both the Municipal Insured National Trusts and the Empire
State Municipal Exempt Trusts and as investment advisor for the Empire Builder
Tax Free Bond Fund. Glickenhaus & Co., in addition to participating as a
member of various selling groups of other investment companies, executes
orders on behalf of investment companies for the purchase and sale of
securities of such companies and sells securities to such companies in its
capacity as a broker or dealer in securities.
Limitations on Liability
The Sponsor will be under no liability to Unit holders for taking any
action, or refraining from taking any action, in good faith pursuant to the
Trust Agreement, or for errors in judgment except in cases of its own willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties.
Resignation
The Sponsor may resign at any time by delivering to the Trustee an
instrument of resignation executed by the Sponsor.
If at any time the Sponsor shall resign or fail to perform any of its duties
under the Trust Agreement or becomes incapable of acting or becomes bankrupt
or its affairs are taken over by public authorities, then the Trustee may
either (a) appoint a successor Sponsor; (b) terminate the Trust Agreement and
liquidate the Trust; or (c) continue to act as Trustee without terminating the
Trust Agreement. Any successor Sponsor appointed by the Trustee shall be
satisfactory to the Trustee and, at the time of appointment, shall have a net
worth of at least $1,000,000.
Financial Information
At September 30, 1994, the total partners' capital of the Sponsor was
$112,898,000 (audited) and at March 31, 1995, the total partners' capital of
the Sponsor was $116,628,000 (unaudited).
The foregoing information with regard to the Sponsor relates to the Sponsor
only, and not to any series of Glickenhaus Value Portfolios, Equity
Collection. Such information is included in this Prospectus only for the
purpose of informing investors as to the financial responsibility of the
Sponsor and their ability to carry out their contractual obligations shown
herein. More comprehensive financial information can be obtained upon request
from the Sponsor.
The Trustee
The Trustee is The Bank of New York, a trust company organized under the
laws of New York, having its offices at 101 Barclay Street, New York, New York
10286 (212) 495-1784. The Bank of New York is subject to supervision and
examination by the Superintendent of Banks of the State of New York and the
Board of Governors of the Federal Reserve System, and its deposits are insured
by the Federal Deposit Insurance Corporation to the extent permitted by law.
The duties of the Trustee are primarily ministerial in nature. The Trustee did
not participate in the selection of Securities for the Trust.
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Limitations on Liability
The Trustee shall not be liable or responsible in any way for taking any
action, or for refraining from taking any action, in good faith pursuant to
the Trust Agreement, or for errors in judgment; or for any disposition of any
moneys, Securities or Certificates in accordance with the Trust Agreement,
except in cases of its own willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties; provided, however, that the
Trustee shall not in any event be liable or responsible for any evaluation
made by any independent evaluation service employed by it. In addition, the
Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Securities or the Trust which it may be
required to pay under current or future law of the United States or any other
taxing authority having jurisdiction. The Trustee shall not be liable for
depreciation or loss incurred by reason of the sale by the Trustee of any of
the Securities pursuant to the Trust Agreement.
Responsibility
For further information relating to the responsibilities of the Trustee
under the Trust Agreement, reference is made to the material set forth under
"Rights of Unit Holders."
Resignation
The Trustee may resign by executing an instrument in writing and filing the
same with the Sponsor, and mailing a copy of a notice of resignation to all
Unit holders. In such an event the Sponsor is obligated to appoint a successor
Trustee as soon as possible. In addition, if the Trustee becomes incapable of
acting or becomes bankrupt or its affairs are taken over by public
authorities, or if the Sponsor deems it to be in the best interest of the Unit
holders, the Sponsor may remove the Trustee and appoint a successor as
provided in the Trust Agreement. Notice of such removal and appointment shall
be mailed to each Unit holder by the Sponsor. If upon resignation of the
Trustee no successor has been appointed and has accepted the appointment
within thirty days after notification, the retiring Trustee may apply to a
court of competent jurisdiction for the appointment of a successor. The
resignation or removal of the Trustee becomes effective only when the
successor Trustee accepts its appointment as such or when a court of competent
jurisdiction appoints a successor Trustee. Upon execution of a written
acceptance of such appointment by such successor Trustee, all the rights,
powers, duties and obligations of the original Trustee shall vest in the
successor.
Any corporation into which the Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which the Trustee shall be a party, shall be the successor Trustee. The
Trustee must always be a banking corporation organized under the laws of the
United States or any State and have at all times an aggregate capital, surplus
and undivided profits of not less than $5,000,000.
Evaluation of the Trust
The value of the Securities in the Trust portfolio is determined in good
faith by the Trustee on the basis set forth under "Public Offering-Offering
Price." The Sponsor and the Unit holders may rely on any evaluation furnished
by the Trustee and shall have no responsibility for the accuracy thereof.
Determinations by the Trustee under the Trust Agreement shall be made in good
faith upon the basis of the best information available to it, provided,
however, that the Trustee shall be under no liability to the Sponsor or Unit
holders for errors in judgment, except in cases of its own willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties. The Trustee, the Sponsor and the Unit holders may rely
on any evaluation furnished to the Trustee by an independent evaluation
service and shall have no responsibility for the accuracy thereof.
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LEGAL OPINIONS
The legality of the Units offered hereby and certain matters relating to
federal tax law have been passed upon by Battle Fowler LLP, 75 East 55th
Street, New York, New York 10022 as counsel for the Sponsor. Tanner, Propp &
Farber, 99 Park Avenue, New York, New York 1006 have acted as counsel for the
Trustee.
AUDITORS
The Statement of Condition and Portfolio are included herein in reliance
upon the report of BDO Seidman, LLP, independent certified public auditors,
and upon the authority of said firm as experts in accounting and auditing.
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No person is authorized to give any information or to make any representations
not contained in Parts A and B of this Prospectus; and any information or
representation not contained herein must not be relied upon as having been
authorized by the Trust, the Trustee or the Sponsors. The Trust is registered
as a unit investment trust under the Investment Company Act of 1940. Such
registration does not imply that the Trust or any of
its Units have been guaranteed, sponsored, GLICKENHAUS VALUE PORTFOLIOS
recommended or approved by the United States or THE 1996 EQUITY COLLECTION any
state or any agency or officer thereof.
This Prospectus does not constitute an offer to sell, (Unit Investment Trust)
or a solicitation of an offer to buy, securities in any state to any person to
whom it is not lawful to Prospectus make such offer in such state.
Dated , 1996
Table of Contents
Title Page
Sponsor:
PART A
Summary of Essential Information....A-2 Glickenhaus & Co.
Independent Auditors' Report........A-8 6 East 43rd Street
Statement of Condition..............A-9 New York, New York 10017
Portfolio..........................A-10 (212) 953-7532
Underwriting Syndicate.............A-12
PART B
The Trust...........................B-1 Trustee:
Public Offering.....................B-7
Rights of Unit Holders.............B-10 The Bank of New York
Tax Status.........................B-13 101 Barclay Street
Liquidity..........................B-16 New York, New York 10286
Trust Administration...............B-19 (800) ___ - ____
Legal Opinions.....................B-25
Auditors...........................B-25
Parts A and B of this Prospectus do not contain all of the information set
forth in the registration statement and exhibits relating thereto, filed with
the Securities and Exchange Commission, Washington, D.C., under the Securities
Act of 1933, and the Investment Company Act of 1940, and to which reference is
made.
300615.5
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PART II--ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM A--BONDING ARRANGEMENTS
The employees of Glickenhaus & Co. are covered under Brokers' Blanket
Policy, Standard Form 14, in the amount of $5,000,000.
ITEM B--CONTENTS OF REGISTRATION STATEMENT
This Registration Statement on Form S-6 comprises the following papers
and documents:
The facing sheet on Form S-6.
The Cross-Reference Sheet.
The Prospectus consisting of pages.
Undertakings.
Signatures.
Written consents of the following persons:
Battle Fowler LLP (included in Exhibit 3.1)
BDO Seidman, LLP
The following exhibits:
*1.1 -- Reference Trust Agreement including certain Amendments to
the Trust Indenture and Agreement referred to under Exhibit
1.1.1 below.
*1.1.1 -- Trust Indenture and Agreement.
1.3 -- Form of Agreement Among Underwriters and Selected Dealers
Agreement (filed as Exhibit 1.8 to Amendment No. 1 to Form S-6
Registration Statement No. 33-28268 of Empire State Municipal
Exempt Trust, Guaranteed Series 49 on July 18, 1989, and
incorporated herein by reference).
1.6 -- Restated Agreement of Limited Partnership of Glickenhaus &
Co.(filed as Exhibit 1.3 to Form S-6 Registration Statement
No. 2-95041 of Municipal Insured National Trust Series 1 on
December 21, 1984, and incorporated herein by reference).
1.6(a) -- Agreement of Amendment to Restated Agreement of Limited
Partnership of Glickenhaus & Co. (filed as Exhibit 1.3(a) to
Form S-6 Registration Statement No. 2-95041 of Municipal
Insured National Trust Series 1 on December 21, 1984, and
incorporated herein by reference).
1.6(b) -- Certificate of Amendment to Restated Agreement of Limited
Partnership of Glickenhaus & Co. (filed as Exhibit 1.3(b) to
Form S-6 Registration Statement No. 2-95041 of Municipal
Insured National Trust Series 1 on December 21, 1984, and
incorporated herein by reference).
1.6(c) -- Agreement of Amendment to Restated Agreement of Limited
Partnership of Glickenhaus & Co. (filed as Exhibit 1.3(c) to
Form S-6 Registration Statement No. 2-95041 of Municipal
Insured National Trust Series 1 on December 21, 1984, and
incorporated herein by reference).
- --------
* To be filed by Amendment.
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1.6(d) -- Agreement of Amendment to Restated Agreement of Limited
Partnership of Glickenhaus & Co. (filed as Exhibit 1.2(d) to
Amendment No. 1 to Form S-6 Registration Statement No. 33-814
of Empire State Municipal Exempt Trust, Guaranteed Series 23
on April 11, 1986, and incorporated herein by reference).
*2.1 -- Form of Certificate.
*3.1 -- Opinion of Battle Fowler LLP as to the legality of the
securities being registered.
4.1 -- Information as to Partners of Glickenhaus & Co. (filed as
Exhibit 4.1 to Amendment No. 1 to Form S-6 Registration
Statement No. 33-26577 of Empire State Municipal Exempt Trust,
Guaranteed Series 46 on April 19, 1989, and incorporated
herein by reference).
4.3 -- Affiliations of Sponsors with other investment companies
(filed as Exhibit 4.6 to Amendment No. 1 to Form S-6
Registration Statement No. 2-95041 of Municipal Insured
National Trust Series 1 on March 21, 1985, and incorporated
herein by reference).
4.4 -- Stockbrokers' Bond and Policy, Form B for Glickenhaus & Co.
(filed as Exhibit 4.7 to Form S-6 Registration Statement No.
2-95041 of Municipal Insured National Trust Series 1 on
December 21, 1984, and incorporated herein by reference).
6.0 -- Copies of Powers of Attorney of General Partners of
Glickenhaus & Co.(filed as Exhibit 6.0 to Form S-6
Registration Number 33-64155 of Glickenhaus Value Portfolios,
The 1996 Equity
Collection on November 13, 1995, and incorporated herein by
reference).
*27 -- Financial Data Schedule (for EDGAR filing only).
- ---------
* To be filed by Amendment.
II-ii
310373.1
<PAGE>
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file
with the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Glickenhaus Value Portfolios, The 1996 Equity Collection has duly
caused this amendment to the Registration Statement to be signed on its behalf
by the undersigned, hereunto duly authorized, in the City of New York and
State of New York on the 3rd day of January, 1996.
GLICKENHAUS VALUE PORTFOLIOS, THE 1996
EQUITY COLLECTION
By: GLICKENHAUS & CO.
(Sponsor)
By: /s/ BRIAN C. LAUX
(Brian C. Laux, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
NAME TITLE DATE
____ _____ _____
ALFRED FEINMAN* General Partner
(Alfred Feinman)
SETH M. GLICKENHAUS* General Partner
(Seth M. Glickenhaus)
STEVEN B. GREEN* General Partner, Chief
(Steven B. Green) Financial Officer
JEFFREY L. LEDERER* General Partner
(Jeffrey L. Lederer)
*By: /s/ BRIAN C. LAUX January 3, 1996
(Brian C. Laux,
Attorney-in-Fact)
_____________________
* Executed copies of Powers of Attorney filed as Exhibit 6.0 to
Registration Statement No. 33-64155 on November 13, 1995.
II-iii
<PAGE>
CONSENT OF COUNSEL
The consent of counsel to the use of their name in the Prospectus included
in this Registration Statement is contained in their opinion filed as Exhibit
3.1 to this Registration Statement.
CONSENT OF INDEPENDENT AUDITORS
The Sponsor and Trustee of Glickenhaus Value Portfolios, The 1996 Equity
Collection
We hereby consent to the use in this Registration Statement No. 33-64155 of
our report dated January __, 1996, relating to the Statement of Condition of
Glickenhaus Value Portfolios, The 1996 Equity Collection and to the reference
to our firm under the heading "Auditors" in the Prospectus which is a part of
such Registration Statement.
BDO SEIDMAN, LLP
New York, New York
January , 1996
II-iv
