SEC File No.:
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
Pursuant to Section 8(b) of the
Investment Company Act of 1940
THE AFFORDABLE ACCESS TRUST(service mark)
Series 1 and any other series
of
THE AFFORDABLE ACCESS TRUST(service mark)
(Name of Unit Investment Trust)
_______________________________
Not the issuer of periodic payment plan certificates.
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I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service
Employer Identification Number.
THE AFFORDABLE ACCESS TRUST(service mark) - Series 1 and any
other series of THE AFFORDABLE ACCESS TRUST(service mark)
The trust has no Internal Revenue Service Employer Identification
Number.
(b) Furnish title of each series of securities issued by the trust.
CERTIFICATE OF OWNERSHIP
-- evidencing --
An Undivided Interest
-- in the --
THE AFFORDABLE ACCESS TRUST(service mark): Series One*
2. Furnish name and principal business address and Zip Code and the
Internal Revenue Service Employer Identification Number of each
depositor of the trust.
FIVE SIGMA INVESTMENT Internal Revenue Service
PARTNERS, L.P. Employer Identification
One Bala Avenue, Suite 320 Number:
Bala Cynwyd, PA 19004
3. Furnish name and principal business address and Zip Code and the
Internal Revenue Service Employer Identification Number of each
custodian or trustee of the Trust indicating for which class or series
of securities each custodian or trustee is acting.
1. Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
(hereinafter the "Trustee") is the Trustee of the trust, acting
for the series of securities described in response to Item 1(b)
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* Or appropriate Subsequent Series designation for any other series of THE
AFFORDABLE ACCESS TRUST(service mark)
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hereof. The Internal Revenue Service Employer Identification
Number of the Trustee is 51-0328154.
2. In connection with the storage and handling of certain underlying
Securities deposited in the series of Securities described in
response to Item 1(b) hereof, the Trustee may use the services of
the Depository Trust Company, 55 Water Street, New York, New York
10041. The Internal Revenue Service Employer Identification
Number of the Depository Trust Company is 13-2555119.
4. Furnish name and principal business address and Zip Code and the
Internal Revenue Service Employer Identification Number of each
principal underwriter currently distributing securities of the trust.
Rodney Square Distributors, Inc.
1105 North Market Street
Wilmington, Delaware 19890-0001
The Internal Revenue Service Employer Identification Number of
Rodney Square Distributors, Inc. is 51-0296819.
5. Furnish name of state or other sovereign power, the laws of which
govern with respect to the organization of the trust.
Delaware
6. (a) Furnish the date of execution and termination of any indenture or
agreement currently in effect under the terms of which the trust
was organized and issued or proposes to issue securities.
For information relating to Item 6(a), reference is made to
statements under the captions "Summary of Essential
Information", "The Trust" and "Amendment and Termination of
the Indenture -- Termination" in Exhibit D filed herewith.
(b) Furnish the dates of execution and termination of any indenture
or agreement currently in effect pursuant to which the proceeds
of payments on securities issued or to be issued by the trust are
held by the custodian or Trustee.
None, except as set forth in Item 6(a).
7. Furnish in chronological order the following information with respect
to each change of name of the trust since January l, 1930. If the name
has never been changed, so state.
The name of the Trust has never been changed.
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8. State the date on which the fiscal year of the trust ends.
Not applicable.
Material Litigation
9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature
of the claim or the amount thereof, to which the trust, the depositor,
or the principal underwriter is a party or of which the assets of the
trust are the subject, including the substance of the claims involved
in such proceeding and the title of the proceeding. Furnish a similar
statement with respect to any pending administrative proceeding
commenced by a governmental authority or any such proceeding or legal
proceeding known to be contemplated by a governmental authority.
Include any proceeding which, although immaterial itself, is
representative of, or one of, a group which in the aggregate is
material.
None.
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
General Information Concerning the Securities of the Trust and the Rights of
Holders
10. Furnish a brief statement with respect to the following matters for
each class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
Registered.
(b) Whether the securities are of the cumulative or distributive
type.
Distributive.
(c) The rights of security holders with respect to withdrawal or
redemption.
For information relating to Item 10(c), reference is made to
statements under the caption "Rights of Unit Holders --
Redemption" in Exhibit D filed herewith.
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(d) The rights of security holders with respect to conversion,
transfer, partial redemption, and similar matters.
For information relating to Item 10(d), reference is made to
statements under the caption "Rights of Unit Holders --
Redemption" in Exhibit D filed herewith.
(e) If the trust is the issuer of periodic payment plan certificates,
the substance of the provision of any indenture or agreement with
respect to lapses or defaults by security holders in making
principal payments, and with respect to reinstatement.
Not applicable.
(f) The substance of the provisions of any indenture or agreement
with respect to voting rights, together with the names of any
persons other than security holders given the right to exercise
voting rights pertaining to the trust's securities or the
underlying securities and the relationship of such persons to the
trust.
None.
(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets in the trust.
(2) the terms and conditions of the securities issued by the
trust.
(3) the provisions of any indenture or agreement of the trust.
(4) the identity of the depositor, Trustee or custodian.
For information relating to Items 10(g)(1), (2), (3) and
(4), reference is made to statements under the captions "The
Trust," "Rights of Unit Holders -- Reports and Records,"
"Sponsor -- Responsibility", "Sponsor -- Resignation,"
"Trustee -- Resignation" and "Amendment and Termination of
the Indenture" in Exhibit D filed herewith.
(h) Whether the consent of security holders is required in order for
action to be taken concerning any change in:
(1) the composition or the assets of the trust.
(2) the terms and conditions of the securities issued by the
trust.
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(3) the provisions of any indenture or agreement of the trust.
For information relating to Items 10(h) (1), (2) and (3),
reference is made to the statements under the captions "The
Trust" and "Amendment and Termination of the Indenture" in
Exhibit D filed herewith.
(4) the identity of the depositor, trustee or custodian.
No.
(i) Any other principal feature of the securities issued by the trust
or any other principal right, privilege or obligation not covered
by subdivisions (a) to (g) or by any other item in this form.
For information relating to Item 10(i), reference is made to
statements under the caption "Tax Status" in Exhibit D filed
herewith.
Information Concerning the Securities Underlying the Trust Securities
11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have an interest.
For information relating to Item 11, reference is made to
statements under the caption "The Trust" in Exhibit D filed
herewith.
12. If the trust is the issuer of periodic payment plan certificates and
if any underlying securities were issued by another investment
company, furnish the following information for each such company:
(a) Name of company.
(b) Name and principal business address of depositor.
(c) Name and principal business address of trustee or custodian.
(d) Name and principal business address of principal underwriter.
(e) The period during which the securities of such company have been
the underlying securities.
Not applicable.
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Information Concerning Load, Fees, Charges and Expenses
13. (a) Furnish the following information with respect to each load, fee,
expense or charge to which (1) principal payments, (2) underlying
securities, (3) distributions, (4) cumulated or reinvested
distributions or income, and (5) redeemed or liquidated assets of
the trust's securities are subject:
(A) the nature of such load, fee, expense or charge;
(B) the amount thereof;
(C) the name of the person to whom such amounts are paid and his
relationship to the trust;
(D) the nature of the services performed by such person in
consideration for such load, fee, expense or charge.
For information relating to Items 13(a)(A), (B), (C) and
(D), reference is made to the statements under the captions
"Summary of Essential Information," "Public Offering of
Units -- Public Offering Price," "Public Offering of Units
-- Profit of Sponsor," and "Expenses and Charges" in Exhibit
D filed herewith.
(b) For each installment payment type of periodic payment plan
certificate of trust, furnish the following information with
respect to sales load and other deductions from principal
payments.
Not applicable.
(c) State the amount of total deductions as a percentage of the net
amount invested for each type of security issued by the trust.
State each different sales charge available as a percentage of
the public offering price and as a percentage of the net amount
invested. List any special purchase plans or methods established
by rule or exemptive order that reflect scheduled variations in,
or elimination of, the sales load and identify each class of
individuals or transactions to which such plans apply.
For information relating to Item 13(c), reference is made to
statements appearing under the captions "Summary of
Essential Information," "Public Offering of Units -- Public
Offering Price," and "Public Offering of Units -- Profit of
Sponsor," in Exhibit D filed herewith.
(d) Explain fully the reasons for any difference in the price at
which securities are offered generally to the public, and the
price at which
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securities are offered for any class of transactions to any class
or group of individuals, including officers, directors, or
employees of the depositor, trustee, custodian or principal
underwriter.
Not applicable.
(e) Furnish a brief description of any loads, fees, expenses or
charges not covered in Item 13(a) which may be paid by security
holders in connection with the trust or its securities.
For information relating to Item 13(e), reference is made to
statements appearing under the caption "Rights of Unit
Holders -- Certificates" in Exhibit D filed herewith.
(f) State whether the depositor, principal underwriter, custodian or
trustee, or any affiliated person of the foregoing may receive
profits or other benefits not included in answer to Item 13(a) or
13(d) through the sale or purchase of the trust's securities or
interests in such securities, or underlying securities or
interests in underlying securities, and describe fully the nature
and extent of such profits or benefits.
For information relating to Item 13(f), reference is made to
statements appearing under the caption, "Rights of Unit
Holders -- Redemption" in Exhibit D filed herewith.
(g) State the percentage that the aggregate annual charges and
deductions for maintenance and other expenses of the Trust bear
to the dividend and interest income from the Trust property
during the period covered by the financial statements filed
herewith.
Not applicable.
Information Concerning the Operations of the Trust
14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the
substance of the provisions of any indenture or agreement pertaining
thereto.
For information relating to Item 14, reference is made to
statements under the captions "The Trust" and "Rights of Unit
Holders -- Certificates" in Exhibit D filed herewith.
15. Describe the procedure with respect to the receipt of payments from
purchasers of the trust's securities and the handling of the proceeds
thereof,
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and state the substance of the provisions of any indenture or
agreement pertaining thereto.
For information relating to Item 15, reference is made to
statements under the caption "The Trust" in Exhibit D filed
herewith.
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
For information relating to Item 16, reference is made to
statements under the caption "The Trust -- Trust Formation," "The
Trust -- Securities Selection," "Rights of Unit Holders --
Redemption" and "Sponsor -- Responsibility" in Exhibit D filed
herewith.
17. (a) Describe the procedure with respect to withdrawal or redemption
by security holders.
(b) Furnish the names of any persons who may redeem or repurchase, or
are required to redeem or repurchase, the trust's securities or
underlying securities from security holders, and the substance of
the provisions of any indenture or agreement pertaining thereto.
(c) Indicate whether repurchased or redeemed securities will be
cancelled or may be resold.
For information relating to Items 17(a), (b) and (c),
reference is made to statements under the caption "Rights of
Unit Holders -- Redemption" in Exhibit D filed herewith.
18. (a) Describe the procedure with respect to the receipt, custody and
disposition of the income and other distributable funds of the
trust and state the substance of the provisions of any indenture
or agreement pertaining thereto.
For information relating to Item 18(a), reference is made to
the statements under the captions "Rights of Unit Holders --
Distributions" and "Rights of Unit Holders -- Reports and
Records" in Exhibit D filed herewith.
(b) Describe the procedure, if any, with respect to the reinvestment
of distributions to security holders and state the substance of
the provisions of any indenture or agreement pertaining thereto.
For information relating to Item 18(b), reference is made to
the statements under the caption "Reinvestment Program" in
Exhibit D filed herewith.
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(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the
purpose and ultimate disposition thereof, and describe the manner
of handling of same.
For information relating to Item 18(c), reference is made to
the statements under the captions "Expenses and Charges" and
"Rights of Unit Holders -- Distributions" in Exhibit D filed
herewith.
(d) Submit a schedule showing the periodic and special distributions
which have been made to security holders during the three years
covered by the financial statements filed herewith. State for
each such distribution the aggregate amount and amount per share.
If distributions from sources other than current income have been
made, identify each such other source and indicate whether such
distribution represents the return of principal payments to
security holders. If payments other than cash were made, describe
the nature thereof, the account charged and the basis of
determining the amount of such charge.
Not applicable.
19. Describe the procedure with respect to the keeping of records and
accounts of the trust, the making of reports and the furnishing of
information to security holders, and the substance of the provisions
of any indenture or agreement pertaining thereto.
For information relating to Item 19, reference is made to
statements under the captions "Rights of Unit Holders --
Distributions" and "Rights of Unit Holders -- Reports and
Records" in Exhibit D filed herewith.
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
(b) The extension or termination of such indenture or agreement.
(c) The removal or resignation of the trustee or custodian, or the
failure of the trustee or custodian to perform its duties,
obligations and functions.
(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.
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(e) The removal or resignation of the depositor, or the failure of
the depositor to perform its duties, obligations and functions.
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
For information relating to Items 20(a), (b), (c), (d), (e)
and (f), reference is made to the statements under the
captions "Sponsor -- Limitations on Liability," "Sponsor --
Resignation," "Trustee -- Limitations on Liability" and
"Trustee -- Resignation," and "Amendment and Termination of
the Indenture" in Exhibit D filed herewith.
21. (a) State the substance of the provisions of any indenture or
agreement with respect to loans to security holders.
Not applicable.
(b) Furnish a brief description of any procedure or arrangement by
which loans are made available to security holders by the
depositor, principal underwriter, trustee or custodian, or any
affiliated person of the foregoing. The following items should be
covered:
(1) The name of each person who makes such agreements or
arrangements with security holders.
(2) The rate of interest payable on such loans.
(3) The period for which loans may be made.
(4) Costs or charges for default in repayment at maturity.
(5) Other material provisions of the agreement or arrangement.
Not applicable.
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of
interest collected during the last fiscal year allocated to the
depositor, principal underwriter, trustee or custodian or
affiliated person of the foregoing and the aggregate amount of
loans in default at the end of the last fiscal year covered by
financial statements filed herewith.
Not applicable.
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22. State the substance of the provisions of any indenture or agreement
with respect to limitations on the liabilities of the depositor,
trustee or custodian, or any other party to such indenture or
agreement.
For information relating to Item 22, reference is made to
statements under the captions "Sponsor -- Limitations on
Liability" and "Trustee -- Limitations on Liability" in Exhibit D
filed herewith.
23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the trust,
including the amount of coverage and the type of bond.
The employees of Rodney Square Distributors, Inc. are covered
under directors and officers liability insurance in the aggregate
amount of $5,000,000.
24. State the substance of any other material provisions of any indenture
or agreement concerning the trust or its securities and a description
of any other material functions or duties of the depositor, trustee or
custodian not stated in Item 10 or Items 14 to 23 inclusive.
Not applicable.
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
Organization and Operations of Depositor
25. State the form of organization of the depositor of the trust, the name
of the state or other sovereign power under the laws of which the
depositor was organized and the date of organization.
For information relating to Item 25, reference is made to
statements under the caption "Sponsor" in Exhibit D filed
herewith.
The depositor, Five Sigma Investment Partners, L.P., was
organized as a limited partnership in the State of Delaware on
November 16, 1995.
26. (a) Furnish the following information with respect to all fees
received by the depositor of the trust in connection with the
exercise of any functions or duties concerning securities of the
trust during the period covered by the financial statements filed
herewith.
Not applicable.
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(b) Furnish the following information with respect to any fee or any
participation in fees received by the depositor from any
underlying investment company or any affiliated person or
investment adviser of such company.
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for
such fee or participation.
(4) The aggregate amount received during the last fiscal year
covered by the financial statements filed herewith.
Not applicable, as no fees have been received by the
depositor of the trust from any underlying investment
company or any affiliated person or investment adviser of
such company.
27. Describe the general character of the business engaged in by the
depositor including a statement as to any business other than that of
depositor of the trust. If the depositor acts or has acted in any
capacity with respect to any investment company or companies other
than the trust, state the name or names of such company or companies,
their relationship, if any, to the trust, and the nature of the
depositor's activities therewith. If the depositor has ceased to act
in such named capacity, state the date of and circumstances
surrounding such cessation.
FIVE SIGMA INVESTMENT PARTNERS, L.P. was created to organize the
Trust.
For additional information relating to Item 27, reference is made
to statements under the caption "Sponsor" in Exhibit D filed
herewith.
Officials and Affiliated Persons of Depositor
28. (a) Furnish as at latest practicable date the following information
with respect to the depositor of the trust, with respect to each
officer, director, or partner of the depositor, and with respect
to each natural person directly or indirectly owning, controlling
or holding with power to vote 5% or more of the outstanding
voting securities of the depositor: As at __________, 1995.
FIVE SIGMA INVESTMENT PARTNERS, L.P.
Principal business address of the depositor
is Suite 320, One Bala Avenue, Bala Cynwyd,
PA 19004.
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General Partners of the Depositor
Rexford Investment Advisors, L.P. (49% partnership interest
Suite 320, One Bala Avenue in the depositor)
Bala Cynwyd, PA 19004
Ford Ventures, Inc. (50% partnership interest
6 Deepwater Court in the depositor)
Edgewater, MD 21037
The general partner of Rexford Investment Advisors, L.P. is STF Advisors, Inc.
The president of STF Advisors, Inc. is Samuel P. Katz. The principal business
address of Rexford Investment Advisors, L.P., STF Advisors, Inc. and Mr. Katz is
Suite 320, One Bala Avenue, Bala Cynwyd, PA 19004. The limited partners, and
partnership interests in Rexford Investment Advisors, L.P., are as follows:
Name Partnership Interest
STF Advisors, L.P., general partner 1.00%
Samuel P. Katz 27.17%
Samuel J. Greenblatt 27.17%
Larry D. Yogel 27.16%
Carlos Galvis 5.00%
Andrew A. Goldman 5.00%
Carl Hirsh 5.00%
Bert Blicher 2.50%
David Still 2.50%
The president of Ford Ventures, Inc. is Michael F. Ford and the Vice President
is Sally E. Ford (husband and wife). The principal business address of Michael
and Sally Ford is 6 Deepwater Court, Edgewater, MD 21037.
No general partner, officer or director of the general partners of the depositor
owns securities of the trust.
Other business experience of directors, officers or partners.
Business Experience and Offices
Name In Other Companies
Samuel P. Katz Stafford Capital Partners, L.P., Managing
Partner (1994-present) (firm specializing in
financial planning and investing); Public
Financial Management Inc., President and CEO
(1976-1994) (firm specializing in capital
formation for state and local governments).
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Michael F. Ford Bay Communications, Inc., President
(1984-present) (marketing and consulting
firm).
Sally E. Ford Bay Communications, Inc., Vice President
(1984- present) (marketing and consulting
firm).
(b) Furnish a brief statement of the business experience during the
last five years of each officer, director or partner of the
depositor.
See 28(a) above.
Companies Owning Securities of Depositor
29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or
holds with power to vote 5% or more of the outstanding voting
securities of the depositor.
See 28(a) above.
Controlling Persons
30. Furnish as at latest practicable date the following information with
respect to any person, other than those covered by Items 28, 29 and
42, who directly or indirectly controls the depositor.
None.
Compensation of Partners of Depositor
31. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith:
(a) directly to each of the officers or partners of the depositor
directly receiving the three highest amounts of remuneration.
Not applicable.
(b) directly to all officers or partners of the depositor as a group
exclusive of persons whose remuneration is included under Item 31
(a) stating separately the aggregate amount paid by the depositor
itself and the aggregate amount paid by all the subsidiaries.
Not applicable.
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(c) indirectly or through subsidiaries to each of the officers or
partners of the depositor.
Not applicable.
Compensation of Directors
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by
the depositor during the last fiscal year covered by financial
statements filed herewith:
(a) the aggregate direct remuneration to directors.
Not applicable.
(b) indirect or through subsidiaries to directors.
Not applicable.
Compensation to Employees
33. (a) Furnish the following information with respect to the
aggregate amount of remuneration for services of all
employees of the depositor (exclusive of persons whose
remuneration is reported in Items 31 and 32) who received
remuneration in excess of $10,000 during the last fiscal
year covered by financial statements filed herewith from the
depositor and any of its subsidiaries.
Not applicable.
(b) Furnish the following information with respect to the
remuneration for services paid directly during the last
fiscal year covered by financial statements filed herewith
to the following classes of persons (exclusive of those
persons covered by Item 33(a)): (l) Sales managers, branch
managers, district managers and other persons supervising
the sale of registrants securities; (2) Salesmen, sales
agents, canvassers and other persons making solicitations
but not in supervisory capacity; (3) Administrative and
clerical employees; and (4) Others (Specify). If a person is
employed in more than one capacity, classify according to
predominant type of work.
Not applicable.
Compensation to Other Persons
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34. Furnish the following information with respect to the aggregate amount
of compensation for services paid any person (exclusive of persons
whose remuneration is reported in Items 31, 32 and 33), whose
aggregate compensation in connection with services rendered with
respect to the trust in all capacities exceeded $10,000 during the
last fiscal year covered by financial statements filed herewith from
the depositor and any of its subsidiaries.
Not applicable.
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
Distribution of Securities
35. Furnish the names of the states in which sales of the trust's
securities (A) are currently being made, (B) are presently proposed to
be made, and (C) have been discontinued, indicating by appropriate
letter the status with respect to each state.
(A) None.
(B) For information relating to Item 35(B), reference is made to the
statements under the caption "Public Offering of Units -- Public
Distribution" in Exhibit D filed herewith. The Sponsor proposes
to offer sales of the securities to the extent permitted in each
of the fifty states.
(C) None.
36. If sales of the trust's securities have at any time since January l,
1986, been suspended for more than a month, describe briefly the
reasons for such suspension.
Not applicable.
37. (a) Furnish the following information with respect to each instance
where, subsequent to January l, 1987, any federal or state
governmental officer, agency, or regulatory body denied authority
to distribute securities of the trust, excluding a denial which
was merely a procedural step prior to any determination by such
officer, etc. and which denial was subsequently rescinded.
(1) Name of officer, agency or body.
(2) Date of denial.
(3) Brief statement of reason given for denial.
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Not applicable.
(b) Furnish the following information with regard to each instance
where, subsequent to January 1, 1987, the authority to distribute
securities of the trust has been revoked by any federal or state
governmental officer, agency or regulatory body.
(1) Name of officer, agency or body.
(2) Date of revocation.
(3) Brief statement of reason given for revocation.
Not applicable.
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
(b) State the substance of any current selling agreement between each
principal underwriter and the trust or the depositor, including a
statement as to the inception and termination dates of the
agreement, any renewal and termination provisions, and any
assignment provisions.
(c) State the substance of any current agreements or arrangements of
each principal underwriter with dealers, agents, salesmen, etc.
with respect to commissions and overriding commissions,
territories, franchises, qualifications and revocations. If the
trust is the issuer of periodic payment plan certificates,
furnish schedules of commissions and the bases thereof. In lieu
of a statement concerning schedules of commissions, such
schedules of commissions may be filed as Exhibit A(3)(c).
For information relating to Items 38(a), (b) and (c),
reference is made to statements under the caption "Public
Offering of Units" in Exhibit D filed herewith.
Information Concerning Principal Underwriter
39. (a) State the form of organization of each principal underwriter of
securities of the trust, the name of the state or other sovereign
power under the laws of which each underwriter was organized and
the date of organization.
Rodney Square Distributors, Inc. was incorporated in the
State of Delaware on August 15, 1985.
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(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association
of Securities Dealers, Inc.
For information relating to Items 39(a) and (b), reference
is made to statements under the caption "Public Offering of
Units" in Exhibit D filed herewith.
40. (a) Furnish the following information with respect to all fees
received by each principal underwriter of the trust from the sale
of securities of the trust and any other functions in connection
therewith exercised by such underwriter in such capacity or
otherwise during the period covered by the financial statements
filed herewith.
Not applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from
any underlying investment company or any affiliated person or
investment adviser of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for
such fee or participation.
(4) The aggregate amount received during the last fiscal year
covered by the financial statements filed herewith.
Not applicable.
41. (a) Describe the general character of the business engaged in by each
principal underwriter, including a statement as to any business
other than the distribution of securities of the trust. If a
principal underwriter acts or has acted in any capacity with
respect to any investment company or companies other than the
trust, state the name or names of such company or companies,
their relationship, if any, to the trust and the nature of such
activities. If a principal underwriter has ceased to act in such
named capacity, state the date of and the circumstances
surrounding such cessation.
For information relating to Item 41(a), reference is made to
statements under the captions "The Trust" and "Public
Offering of Units" in Exhibit D filed herewith.
-18-
<PAGE>
(b) Furnish as at latest practicable date the address of each branch
office of each principal underwriter currently selling securities
of the trust and furnish the name and residence address of the
person in charge of such office.
Not applicable.
(c) Furnish the number of individual salesmen of each principal
underwriter through whom any of the securities of the trust were
distributed for the last fiscal year of the trust covered by the
financial statements filed herewith and furnish the aggregate
amount of compensation received by such salesmen in such year.
Not applicable.
42. Furnish as at the latest practicable date the following information
with respect to each principal underwriter currently distributing
securities of the trust and with respect to each of the officers,
directors or partners of such underwriter.
As at ______________, 1995.
Rodney Square Distributors, Inc.
1105 North Market Street
Wilmington, DE 19890-0001
No officer or director of the underwriter owns securities of the trust.
Directors: Jeffrey O. Stroble
Martin L. Klopping
Officers: Jeffrey O. Stroble, President, Secretary and Treasurer
Cornelius G. Curran, Vice President
43. Furnish, for the last fiscal year covered by the financial statements
filed herewith, the amount of brokerage commissions received by any
principal underwriter who is a member of a national securities
exchange and who is currently distributing the securities of the trust
or effecting transactions for the trust in the portfolio securities of
the trust.
Not applicable.
Offering Price or Acquisition Valuation of Securities of the Trust
44. (a) Furnish the following information with respect to the method of
valuation used by the trust for the purpose of determining the
offering price to the public of securities issued by the trust or
the valuation of
-19-
<PAGE>
shares or interests in the underlying securities acquired by the
holder of a periodic payment plan certificate:
(1) The source of quotations used to determine the value of
portfolio securities.
(2) Whether opening, closing, bid, asked or any other price is
used.
(3) Whether price is as of the day of sale or as of any other
time.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual
for expenses and taxes (including taxes on unrealized
appreciation).
(5) Other items which registrant adds to the net asset value in
computing offering price of its securities.
(6) Whether adjustments are made for fractions:
(i) before adding distributor's compensation (load); and
(ii) after adding distributor's compensation (load).
For information relating to Items 44(a)(l), (2), (3), (4),
(5) and (6), reference is made to statements under the
captions "Summary of Essential Information," "Public
Offering of Units -- Public Offering Price," "Public
Offering of Units -- Public Distribution" and "Public
Offering of Units -- Secondary Market" in Exhibit D filed
herewith.
(b) Furnish a specimen schedule showing the components of the
offering price of the trust's securities as at the latest
practicable date.
Not applicable.
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than
underwriters, state the nature and amount of such variation and
indicate the person or classes of persons to whom such offering
is made.
Not applicable.
45. Furnish the following information with respect to any suspension of
the redemption rights of the securities issued by the trust during the
three fiscal years covered by the financial statements filed herewith:
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<PAGE>
(a) By whose action redemption rights were suspended.
(b) The number of days' notice given to security holders prior to
suspension of redemption rights.
(c) Reason for suspension.
(d) Period during which suspension was in effect.
Not applicable.
Redemption Valuation of Securities of the Trust
46. (a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of securities
issued by the trust.
(1) The source of quotations used to determine the value of
portfolio securities.
(2) Whether opening, closing, bid, asked or any other price is
used.
(3) Whether price is as of the day of sale or as of any other
time.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual
for expenses and taxes (including taxes on unrealized
appreciation).
(5) Other items which registrant deducts from the net asset
value in computing redemption value of its securities.
(6) Whether adjustments are made for fractions.
For information relating to Items 46(a)(l), (2),
(3), (4), (5) and (6), reference is made to
statements under the caption "Summary of Essential
Information"; "Rights of Unit Holders --
Redemption -- Computation of Redemption Price per
Unit" in Exhibit D filed herewith.
(b) Furnish a specimen schedule showing the components of the redemption
price to the holders of the trusts securities as at the latest
practicable date.
Not applicable.
-21-
<PAGE>
Purchase and Sale of Interests in Underlying Securities from and to
Security Holders
47. Furnish a statement as to the procedure with respect to the
maintenance of a position in the underlying securities or interests in
the underlying securities, the extent and nature thereof and the
person who maintains such a position. Include a description of the
procedure with respect to the purchase of underlying securities or
interests in the underlying securities from security holders who
exercise redemption or withdrawal rights and the sale of such
underlying securities and interests in the underlying securities to
other security holders. State whether the method of valuation of such
underlying securities or interests in underlying securities differs
from that set forth in Items 44 and 46. If any item of expenditure
included in the determination of the evaluation is not or may not be
actually incurred or expended, explain the nature of such item and who
may benefit from the transaction.
For information relating to Item 47, reference is made to
statements under the captions "Public Offering of Units --
Secondary Market," "Rights of Unit Holders -- Redemption --
Computation of Redemption Price per Unit" and "Rights of Unit
Holders -- Redemption" in Exhibit D filed herewith.
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of
the trust:
(a) Name and principal business address.
(b) Form of organization.
(c) State or other sovereign power under the laws of which the
trustee or custodian was organized.
(d) Name of governmental supervising or examining authority.
For information relating to Items 48(a), (b), (c) and (d),
reference is made to statements under the caption "Trustee"
in Exhibit D filed herewith.
49. State the basis for payment of fees or expenses of the trustee or
custodian for services rendered with respect to the trust and its
securities, and the aggregate amount thereof for the last fiscal year.
Indicate the person paying such fees or expenses. If any fees or
expenses are prepaid, state the unearned amount.
For information relating to Item 49, reference is made to
statements under the caption "Expenses and Charges" in Exhibit D
filed herewith.
-22-
<PAGE>
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust and, if so, give full
particulars, outlining the sustance of the provisions of any
indenture or agreement with respect thereto.
For information relating to Item 50, reference is made to
statements under the caption "Expenses and Charges -- Other
Charges" in Exhibit D filed herewith.
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders
of securities:
(a) The name and address of the insurance company.
(b) The types of policies and whether individual or group policies.
(c) The types of risks insured and excluded.
(d) The coverage of the policies.
(e) The beneficiaries of such policies and the uses to which the
proceeds of the policies must be put.
(f) The terms and manner of cancellation and of reinstatement.
(g) The method of determining the amount of premiums to be paid by
holders of securities.
(h) The amount of aggregate premiums paid to the insurance company
during the last fiscal year.
(i) Whether any person other than the insurance company receives any
part of such premiums, the name of each such person and the
amounts involved, and the nature of the services rendered
therefor.
(j) The substance of any other material provisions of any indenture
or agreement of the trust relating to insurance.
Not Applicable.
VII. POLICY OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or
agreement with respect to the conditions upon which and the
method of selection
-23-
<PAGE>
by which particular portfolio securities must or may be
eliminated from assets of the trust or must or may be replaced by
other portfolio securities. If an investment adviser or other
person is to be employed in connection with such selection,
elimination or substitution, state the name of such person, the
nature of any affiliation to the depositor, trustee or custodian
and any principal underwriter, and the amount of remuneration to
be received for such services. If any particular person is not
designated in the indenture or agreement, describe briefly the
method of selection of such person.
For information relating to Item 52(a), reference is made to
statements under the caption "The Trust -- Trust Formation";
"The Trust -- Securities Selection"; "Sponsor --
Responsibility" in Exhibit D filed herewith.
(b) Furnish the following information with respect to each
transaction involving the elimination of any underlying security
during the period covered by the financial statements filed
herewith:
(1) Title of security.
(2) Date of elimination.
(3) Reasons for elimination.
(4) The use of the proceeds from the sale of the eliminated
security.
(5) Title of security substituted, if any.
(6) Whether depositor, principal underwriter, trustee or
custodian or any affiliated person of the foregoing were
involved in the transaction.
(7) Compensation or remuneration received by each such person
directly or indirectly as a result of the transaction.
Not applicable.
(c) Describe the policy of the trust with respect to the substitution
and elimination of the underlying securities of the trust with
respect to:
(1) The grounds for elimination and substitution.
(2) The type of securities which may be substituted for any
underlying security.
-24-
<PAGE>
(3) Whether the acquisition of such substituted security or
securities would constitute the concentration of investment
in a particular industry or group of industries or would
conform to a policy of concentration of investment in a
particular industry or group of industries.
(4) Whether such substituted securities may be the securities of
another investment company.
(5) The substance of the provisions of any indenture or
agreement which authorize or restrict the policy of the
registrant in this regard.
For information relating to Items 52(c)(1), (2), (3), (4)
and (5), reference is made to statements under the caption
"Sponsor -- Responsibility" in Exhibit D filed herewith.
(d) Furnish a description of any policy (exclusive of policies
covered by Paragraphs (a) and (b) herein) of the trust which is
deemed a matter of fundamental policy and which is elected to be
treated as such.
Not applicable.
Regulated Investment Company
53. (a) State the taxable status of the trust.
(b) State whether the trust qualified for the last taxable year as a
regulated investment company as defined in Section 851 of the
Internal Revenue Code of 1986, and state its present intention
with respect to such qualifications during the current taxable
year.
For information relating to Items 53(a) and (b), reference
is made to statements under the caption "Tax Status" in
Exhibit D filed herewith.
-25-
<PAGE>
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates,
furnish the following information with respect to each class or series
of its securities:
- --------------------------------------------------------------------------------
As at the end of each of registrant's past 10 fiscal years
- --------------------------------------------------------------------------------
Dividends paid per
Total number share (if other
Year of shares Asset value per share than cash, explain)
- --------------------------------------------------------------------------------
Not applicable, as the item relates to information covering the
registrant's past 10 fiscal years and registrant's existence has
not covered such period.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately
the following form on the basis of the certificate calling for the
smallest amount of payments. The schedule shall cover a certificate of
the type currently being sold, assuming that such certificate had been
sold at a date approximately ten years prior to the date of
registration or at the approximate date of organization of the trust.
Not applicable.
56. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements
filed herewith in respect of certificates sold during such period, the
following information for each fully paid type and each installment
payment type of periodic payment plan certificate currently being
issued by the trust.
Not applicable.
57. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements
filed herewith, the following information for each installment payment
type of periodic payment plan certificate currently being issued by
the trust.
Not applicable.
58. If the trust is the issuer of periodic payment plan certificates,
furnish the following information for each installment payment type of
periodic payment plan certificate outstanding as at the latest
practicable date.
Not applicable.
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<PAGE>
Financial Statements
59. Financial Statements of the Trust.
Not applicable.
Financial Statements of the Depositor.
To be filed by Amendment.
-27-
<PAGE>
IX. EXHIBITS
*Exhibit A(l) - Trust Indenture and Agreement and related Reference Trust
Agreement among Five Sigma Investment Partners, L.P. as Sponsor, Wilmington
Trust Company as Trustee, and Rodney Square Management Corporation as
Evaluator.
Exhibit A(2)
Not applicable.
*Exhibit A(3)
Distributing Contracts. Reference is made to statements under the
caption "Public Offering" of Units in Exhibit D.
*Exhibit A(5) - Form of Certificate of Ownerships (included in Exhibit
(A)(1)).
Exhibit A(6)(a) - Certificate of Limited Partnership of FIVE SIGMA
INVESTMENT PARTNERS, L.P.
Exhibit B
Not applicble.
Exhibit C
Not applicable.
Exhibit D - Copy of Registration Statement on Form S-6
- --------
* To be filed by Amendment.
-28-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, the
Sponsor of the registrant has caused this registration statement to be duly
signed on behalf of the registrant in the City of Bala Cynwyd and Commonwealth
of Pennsylvania on the 16th day of November, 1995.
THE AFFORDABLE ACCESS TRUST -
Series 1 and any other series of
THE AFFORDABLE ACCESS TRUST
BY: FIVE SIGMA INVESTMENT PARTNERS, L.P.
(Depositor)
BY: Rexford Investment Advisors, L.P.,
general partner of Sponsor
BY: STF Advisors, Inc., general partner
ATTEST: BY: /s/ Samuel P. Katz
Samuel P. Katz, President
/s/ Lori Ann Santanna
Name: Lori Ann Santanna
Title: Assistant Secretary
BY: Ford Ventures, Inc., general partner
of Sponsor
ATTEST:
/s/ Sally E. Ford BY: /s/ Michael F. Ford
Name: Sally E. Ford Michael F. Ford, President
Title: Vice President
-29-
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Page No.
A(6)(a) Certificate of Limited Partnership of Five Sigma
Investment Partners, L.P.
D Copy of Registration Statement on Form S-6
-30-
Exhibit (A)(6)(a)
CERTIFICATE OF LIMITED PARTNERSHIP
OF
FIVE SIGMA INVESTMENT PARTNERS, L.P.
The undersigned, desiring to form a limited partnership pursuant to the
Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17,
do hereby certify as follows:
I. The name of the limited partnership is FIVE SIGMA INVESTMENT PARTNERS,
L.P.
II. The address and phone number of the Partnership's registered office in
the State of Delaware is Stradley, Ronon, Stevens & Young, One Rodney Square,
8th Floor, P.O. Box 2170, Wilmington, Delaware 19899-2170, (302) 576-5850. The
name of the Partnership's registered agent for service of process in the State
of Delaware at such address and phone number is Richard K. Herrmann, Esquire.
III. The name and mailing address of each general partner is as follows:
NAME MAILING ADDRESS
Rexford Investment Suite 320
Advisors, L.P. One Bala Avenue
Bala Cynwyd, PA 19004
Ford Ventures, Inc. 6 Deepwater Court
Edgewater, MD 21037
IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Limited Partnership of Five Sigma Investment Partners, L.P. as of this 15th day
of November, 1995.
REXFORD INVESTMENT ADVISORS, L.P.
GENERAL PARTNER
By: STF Advisors, Inc., General Partner
By: /s/ Samuel P. Katz
Samuel P. Katz, President
<PAGE>
FORD VENTURES, INC.
GENERAL PARTNER
By: /s/ Michael F. Ford
Michael F. Ford,
President
144540.1
Exhibit D
As filed with the Securities and Exchange Commission on November 17, 1995
Registration No. 33-____________________
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-6
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
A. Exact Name of Trust: THE AFFORDABLE ACCESS TRUSTSM: Series One
B. Name of depositor: FIVE SIGMA INVESTMENT PARTNERS, L.P.
C. Complete address of depositors' principal executive offices:
FIVE SIGMA INVESTMENT PARTNERS, L.P.
Suite 320
One Bala Avenue
Bala Cynwyd, Pennsylvania 19004
D. Name and complete address of agent for service:
Samuel P. Katz
Suite 320
One Bala Avenue
Bala Cynwyd, Pennsylvania 19004
With a copy to:
Joseph V. Del Raso, Esquire
STRADLEY, RONON, STEVENS & YOUNG
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i) of rule (485).
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
E. Title and amount of securities being registered:
An indefinite number of Units of The Affordable Access TrustSM: Series
One are hereby registered pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940 as amended.
F. Proposed maximum aggregate offering price to the public of the securities
being registered: Indefinite
G. Amount of filing fee: Not applicable
H. Approximate date of proposed public offering:
As soon as practicable after the effective date of the registration
statement.
[ ] Check box if it is proposed that this filing will become effective on
(date) at (time) pursuant to Rule 487.
===============================================================================
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall hereafter 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 Section 8(a), may
determine.
<PAGE>
THE AFFORDABLE ACCESS TRUST (Service Mark):
Series One
CROSS-REFERENCE SHEET
Pursuant to Rule 404 of Regulation C
under the securities Act of 1933
(Form N-8B-2 Items required by Instruction as
to the Prospectus in Form S-6)
<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
<S> <C>
I. Organization and General Information
1. (a) Name of Trust ........................................... Prospectus front cover
(b) Title of securities issued .............................. Prospectus front cover
2. (a) Name and address of each depositor ...................... Sponsor; Prospectus back cover
3. Name and address of trustee................................... Trustee
4. Name and address of each principal
underwriter................................................... Sponsor; Public Offering of Units.
5. State of organization of trust ............................... The Trust
6. Execution and termination of trust
agreement .................................................... Summary of Essential Information; The
Trust; Amendment and Termination of
the Indenture -- Termination
7. Changes of Name............................................... *
8. Fiscal year................................................... *
9. Material Litigation........................................... *
II. General Description of the Trust and
Securities of the Trust
10. (a) Registered or bearer securities.......................... *
(b) Cumulative or distributive
securities............................................... *
- ---------------
* Inapplicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(c) Redemption. ............................................. Rights of Unit Holders -- Redemption
(d) Conversion, transfer, etc. .............................. Rights of Unit Holders -- Redemption
(e) Periodic payment plan.................................... *
(f) Voting rights............................................ *
(g) Notice to certificate holders ........................... The Trust; Rights of Unit Holders --
Reports and Records; Sponsor --
Responsibility; Sponsor -- Resignation;
Trustee -- Resignation; Amendment and
Termination of the Indenture
(h) Consents required ....................................... The Trust; Amendment and Termination of
the Indenture
(i) Other provisions......................................... Tax Status
11. Type of securities comprising units .......................... Prospectus front cover; the Trust
12. Certain information regarding periodic
payment certificates.......................................... *
13. (a) Load, fees, expenses, etc. .............................. Summary of Essential Information;
Public Offering of Units -- Public
Offering Price; Public Offering of
Units - Profit of Sponsor; Expenses and
Charges
(b) Certain information regarding payment certificates....... *
(c) Certain percentages ..................................... Summary of Essential information;
Public Offering of Units -- Public
Offering Price; Public Offering of
Units -- Profit of Sponsor;
(d) Price differentials ..................................... *
(e) Certain other fees, etc. payable by holders.............. Rights of Unit Holders -- Certificates
(f) Certain other profits receivable by depositor,
principal under- writer, trustee or affiliated
- ---------------
* Inapplicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
persons ................................................. Rights of Unit Holders -- Redemption --
Purchase by the Sponsor of Units
Tendered for Redemption
(g) Ratio of annual charges to income ....................... *
14. Issuance of trust's securities ............................... The Trust; Rights of Unit Holders --
Certificates
15. Receipt and handling of payment from purchasers............... *
16. Acquisition and disposition of
underlying securities ........................................ The Trust -- Trust Formation; The Trust
-- Securities Selection; Rights of Unit
Holders -- Redemption; Sponsor --
Responsibility
17. Withdrawal or redemption ..................................... Rights of Units Holders -- Redemption
18. (a) Receipt, custody and disposition of income .............. Rights of Unit Holders --
Distributions; Right of Unit Holders --
Reports and Records
(b) Reinvestment of distributions ........................... *
(c) Reserves or special funds ............................... Expenses and Charges; Rights of Unit
Holders -- Distributions
(d) Schedule of distributions ............................... *
19. Records, accounts and reports ................................ Rights of Unit Holders --
Distributions; Rights of Unit Holders
-- Reports and Records
20. Certain miscellaneous provisions of
trust agreement .............................................. Sponsor -- Limitations on Liability;
(a) Amendment ............................................... Sponsor -- Resignation;
(b) Termination ............................................. Trustee -- Limitations on Liability;
(c) and (d) Removal or resignation........................... Trustee -- Resignation;
(e) and (f) Removal or
- ---------------
* Inapplicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
resignation ............................................. Amendment and Termination of the
Indenture
21. Loans to security holder...................................... *
22. Limitation on Liability ...................................... The Trust; Sponsor -- Limitations on
Liability; Trustee -- Limitations on
Liability; Evaluator -- Limitations on
Liability
23. Bonding arrangements ......................................... Additional Information -- Item A
24. Other material provisions of trust agreement ................. *
III. Organization, Personnel and
Affiliated Persons of Depositor
25. Organization of depositor..................................... Sponsor
26. Fees received by depositor.................................... *
27. Business of depositor......................................... Sponsor
28. Certain information as to officials
and affiliated persons of depositor .......................... Contents of Registration Statement --
Part II
29. Companies controlling depositor .............................. Sponsor
30. Persons controlling depositor................................. *
31. Payments by depositor for certain services
rendered to trust ............................................ *
32. Payments by depositor for certain
other services rendered to trust.............................. *
33. Remuneration of employees of
depositor for certain services
rendered to trust............................................. *
- ---------------
* Inapplicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
34. Remuneration of other persons for
certain services rendered to trust............................ *
35. Distribution of trust's securities in states.................. Public Offering of Units -- Public
Distribution
36. Suspension of sales of trust's securities..................... *
37. Revocation of authority to distribute......................... *
38. (a) Method of distribution................................... *
(b) Underwriting agreements ................................. Public Offering of Units
(c) Selling agreements....................................... *
39. (a) Organization of principal underwriter.................... Sponsor; Public Offering of Units
(b) N.A.S.D. membership of principal underwriter............. Sponsor; Public Offering of Units
40. Certain fees received by principal underwriter................ *
41. (a) Business of principal underwriter ....................... Sponsor; Public Offering of Units
(b) Branch offices of principal underwriter.................. *
(c)Salesmen of principal underwriter.......................... *
42. Ownership of trust's securities by certain persons............ *
43. Certain brokerage commissions received by
principal underwriter......................................... *
44. (a) Method of valuation ..................................... Summary of Essential Information;
Public Offering of Units -- Public
Offering Price; Public Offering of
Units -- Public
- ---------------
* Inapplicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
Distribution; Public Offering of Units --
Secondary Market
(b) Schedule as to offering price............................ *
(c) Variation in offering price to certain persons .......... Public Offering of Units -- Public
Distribution; Public Offering of Units
-- Volume Discount; Public Offering of
Units -- Employee Discount; Exchange
Option
45. Suspension of redemption rights............................... *
46. (a) Redemption Valuation...................................... Summary of Essential Information;
Rights of Unit Holders -- Redemption --
Computation of Redemption Price per
Unit
(b) Schedule as to redemption price.......................... *
47. Maintenance of position in underlying
securities ................................................... Public Offering of Units -- Secondary
Market; Rights of Unit Holders --
Redemption -- Computation of Redemption
Price per Unit ; Rights of Unit Holders
-- Redemption -- Purchase by the
Sponsor of Units Tendered for
Redemption
IV. Information Concerning the Trustee
or Custodian
48. Organization and regulation of trustee........................ Trustee
49. Fees and expenses of trustee ................................. Expenses and Charges
50. Trustee's lien ............................................... Expenses and Charges -- Other Charges
V. Information Concerning Insurance of
Holders of Securities
51. Insurance of holders of trust's securities.................... *
VI. Policy of Registrant
52. (a) Provisions of trust agreement
- ---------------
* Inapplicable, answer negative or not required.
<PAGE>
with respect to selection or
elimination of underlying
securities ............................................... Prospectus front cover; The Trust --
Trust Formation; The Trust --
Securities Selection Sponsor --
Responsibility;
(b) Transactions involving elimi- nation of underlying
securities............................................... *
(c) Policy regarding substitution or elimination
of underlying securities................................. Sponsor - Responsibility
(d) Fundamental policy not other- wise covered............... *
53. Tax status of trust .......................................... Prospectus front cover; Tax Status
VII. Financial and Statistical Information
54. Trust's securities during last ten years ..................... *
55. Certain information regarding periodic
payment certificates.......................................... *
56. Certain information regarding periodic
payment certificates.......................................... *
57. Certain information regarding periodic
payment certificates.......................................... *
58. Certain information regarding periodic
payment certificates ......................................... *
59. Financial Statements (Instruction
1(c) to Form S-6) ............................................ Statement of Financial Condition
</TABLE>
<PAGE>
THE AFFORDABLE ACCESS TRUST (Service Mark):
Series One
Units of undivided interest in a
portfolio of a single equity security consisting
of the common stock of Berkshire Hathaway, Inc.
- -------------------------------------------------------------------------------
The objective of The Affordable Access Trust: Series One (the "Trust") is to
provide the opportunity for capital appreciation through convenient and
affordable access to the common stock of Berkshire Hathaway, Inc. ("Berkshire
Hathaway") without the requirement to own full shares. This Trust is intended to
achieve its objective over the life of the Trust and as such is best suited for
those investors capable of holding units to maturity. Units of the Trust may be
suitable for purchase by Individual Retirement Accounts, Keogh Plans and other
tax-deferred retirement plans; however, additional fees may be incurred. In
addition, Units of the Trust may be suitable for purchase for Educational Trust
Accounts and for gift trusts (up to $10,000 per annum). The Trust may not be
suitable for some investors. Investors should consult their financial advisers
to the extent necessary to determine the suitability of an investment in the
Trust. There is no guarantee that the objective of the Trust will be achieved or
that the Trust is appropriate for all investors.
Berkshire Hathaway is not affiliated with the Sponsor, has not participated in
any way in the concept of or the creation of the Trust and has not provided,
reviewed or approved any information relating to Berkshire Hathaway or the
Trust, included in this Prospectus. The Sponsor and the Trustee utilized
publicly available regulatory filings and reports for information contained in
this Prospectus about Berkshire Hathaway. Neither the Sponsor nor the Trustee
assumes any responsibility for the accuracy and completeness of such
information.
- -------------------------------------------------------------------------------
Minimum Purchase: $1,000
Sponsor: FIVE SIGMA INVESTMENT PARTNERS, L.P.
Underwriter: Rodney Square Distributors Inc., a registered broker-dealer
- -------------------------------------------------------------------------------
The Trust has a mandatory termination date as set forth under "Summary of
Essential Information."
Each Unit of the Trust represents an undivided fractional interest in all the
securities deposited in the Trust. The Trust will invest approximately 100% of
its assets in the common stock of Berkshire Hathaway and at no time will own
more than 5% of the outstanding shares of Berkshire Hathaway.
This Prospectus sets forth concisely the information a prospective investor
should know before investing in the Trust. Investors should read this Prospectus
and retain it 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 SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Risk Factors. An investment in the Trust should be made with an understanding of
the risks associated therewith, including, among other factors, the Trust will
not be diversified and will consist solely of the shares of Berkshire Hathaway,
the possible deterioration of either the securities which make up the Trust or
the general
<PAGE>
condition of the stock market, volatile interest rates or economic recession.
Since the Trust does not anticipate receiving dividend income, shares of
Berkshire Hathaway may be sold to meet Trust expenses. The Trust is not actively
managed and the securities in the Trust will not be sold by the Trust to take
advantage of market fluctuations or changes in anticipated rates of
appreciation. See "Risk Factors" and "Risk of Investment in Units."
- -------------------------------------------------------------------------------
This Prospectus does not contain all the information with respect to the
investment company set forth in its registration statement and exhibits relating
thereto which have been filed with the Securities and Exchange Commission,
Washington, D.C. under the Securities Act of 1933 and the Investment Company Act
of 1940, and to which reference is hereby made.
PLEASE READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
Prospectus dated ____________, 1995
-2-
<PAGE>
================================================================================
Principal Features of The Affordable Access Trust
================================================================================
What is the Trust?
The Affordable Access Trust is a unit investment trust formed under the
Investment Company Act of 1940. A unit investment trust is an investment company
that maintains a fixed portfolio of securities which generally are not traded. A
unit investment trust also has a specific maturity date. A mutual fund (or open
end investment company) pools money from shareholders and invests these funds in
a variety of securities. It will redeem it shares at their current net asset
value. Mutual funds continuously offer new shares to investors. A closed end
investment company, unlike a mutual fund, issues a limited number of shares that
trade on a stock exchange or in over-the-counter markets. Its value is
determined by supply and demand. The Affordable Access Trust will have
characteristics found in all three of these investment company types. It will be
comprised of a fixed portfolio of the common stock of Berkshire Hathaway, Inc.
("Berkshire Hathaway" or the "Company"). It will have a specific maturity date.
It will redeem shares at their current net asset value. It will continuously
offer new shares (Units) to investors.
What is the purpose of the Trust and what are its objectives?
The Trust was formed to provide Unit holders with long term capital appreciation
through ownership in the common stock of Berkshire Hathaway. The Company's
common stock presently trades on the New York Stock Exchange at the approximate
price per share of $25,000 and, on a daily basis, at a very low volume. The
Company has never split its stock because its management seeks investors who
have a long term ownership perspective. The Company does not distribute earnings
through dividends, preferring to reinvest its earnings and cash flow in its
diverse business holdings. Consequently, it is not anticipated that the owners
of Units of the Trust will receive any current income from their investment.
Instead, it is anticipated that all of the return on investment in the Trust
will be derived from the appreciation, if any, in the price of Berkshire
Hathaway common stock over the life of the Trust.
Why is the Trust investing solely in Berkshire Hathaway?
The Trust will invest its funds in one thing -- the common stock of Berkshire
Hathaway. The sponsors of the Trust chose this company to be the focus of
investment because of the outstanding record which Berkshire Hathaway has in
growing its book value, increasing its earnings, managing a diverse portfolio of
businesses and securities holdings and, ultimately building a business whose
market value as measured by its price per share has risen at a rate which
exceeds the growth in value of many other investments available in recent years.
In addition, the sponsors of the Trust believe that the successful record of
business management and investment of the Chairman and CEO of Berkshire
Hathaway, Warren E. Buffett, represent
-3-
<PAGE>
the kind of leadership and managerial style that would appeal to many investors.
Finally, the Sponsor of the Trust recognizes that the cost per share of the
Company's stock makes it difficult for many investors to invest in Berkshire
Hathaway. The Trust was established as an investment vehicle for indirect
ownership of Berkshire Hathaway common stock at a minimum initial investment
cost of $1,000.
What is Berkshire Hathaway and what are its prospects?
Berkshire Hathaway is a diverse holding company engaged in insurance,
publishing, retail, manufacturing and finance businesses. In addition, Berkshire
Hathaway, through its insurance subsidiaries, controls a large securities
portfolio. The combination of operating businesses and the securities generates
a considerable cash flow for Berkshire Hathaway which the Company's management
has consistently used for investment purposes. The size of its cash flow has
made the redeployment of capital an increasingly difficult challenge for
Berkshire Hathaway. Investors considering the purchase of units of the Trust
should give consideration to this factor since it is not possible to predict the
availability to Berkshire Hathaway of future investment opportunities. As a
result, the historic growth in the book value per share of Berkshire Hathaway
stock might not continue to the same degree in the future. It is also impossible
to predict whether or not the growth in the market price of the common stock of
Berkshire Hathaway, which paralleled the growth in the Company's book value,
will continue at recent and historic levels. Despite possible changes in growth
in the future, the Sponsors of the Trust selected Berkshire Hathaway as the
single equity security for the Trust because of the Company's diversity of
holdings, its concentration on activities and businesses offering basic consumer
products and other goods and services, the non-speculative nature of both its
equity and fixed-income securities portfolio, the overall strength and stability
of management at both the holding company and subsidiary levels, the
concentration of securities holdings in a small number of well known, "name
brand" companies, and the concise, sensible and successful principles of
investment which guide its decisions and investments.
How will investors benefit from owning Trust Units?
A Unit of the Trust will increase or decrease in value proportionately as the
price of a share of Berkshire Hathaway common stock increases or decreases in
price. Unit owners may redeem their Units directly to the Trust and receive the
value which is equivalent to their pro-rata interest in the Trust based on the
price of Berkshire Hathaway common stock when Units are redeemed. Also, owners
of Units may hold their Units until the maturity date of the Trust, at which
time all of the assets of the Trust will be liquidated and the proceeds will be
distributed to the then remaining Unit owners. Any owner of Units whose
composite holdings reach an equivalent value equal to the price of a share of
common stock of Berkshire Hathaway may, at no cost to such owner, exchange Units
for a share of the Company's common stock.
When will the Trust terminate?
-4-
<PAGE>
The Trust will terminate on the Termination Date of the Trust, approximately ten
years from inception, but may terminate earlier under certain circumstances.
(See "Description of the Trust--Termination of Trust Indenture," p.___.)
How much money is required to invest in the Trust?
The initial minimum investment in Trust Units is $1,000. After an account has
been opened, an investor may increase his or her ownership in Units in
increments of $250.
Who may invest in the Trust?
The Trust intends to achieve its capital appreciation objectives over the life
of the Trust and as such, may be best suited for those investors capable of
holding Units to maturity. Units in the Trust may be suitable for purchase by
individuals, Individual Retirement Accounts, Keogh Plans, pension funds, other
qualified retirement plans, educational trust accounts and gift trusts (up to
$10,000 per annum).
What are the up-front and annual fees and expenses associated with owning Trust
Units?
The Trust will charge a one-time sales load (commission) of _____% of the
initial sales of all Units. This sales load will be reduced for an investor as
the amount of Units purchased is increased (to be determined). The Trust will
not impose or charge an annual management fee. There will be no advisory fees.
There will be no redemption fees on Units redeemed. There will be no exchange
fees charged for owners of Units who own Trust Units in an amount equivalent to
the then current market price of Berkshire Hathaway common stock and wish to
exchange Units for shares. The annual administration fees of the Trust for
legal, Trustee, transfer agency, and accounting services are expected to
approximate $000,000 and, assuming total Trust assets of $100,000,000, would
represent an annual cost of 0.00%.
How will the sales and administrative charges of the Trust affect an investment
over time?
An investor in the Trust would pay the following expenses on the investments
identified over the time frames indicated:
================================================================================
And held
If you your Trust Three
invested interest for One Year Years Five Years Ten Years
================================================================================
$1,000
- --------------------------------------------------------------------------------
$2,500
- --------------------------------------------------------------------------------
$5,000
- --------------------------------------------------------------------------------
$10,000
- --------------------------------------------------------------------------------
-5-
<PAGE>
What are the tax implications of owning Units of the Trust?
In the opinion of legal counsel to the Trust, income of the Trust will be
treated as income of investors in the Units. Each holder of Trust Units will be
considered the owner of a pro rata portion of each asset of the Trust under
certain rules of the Internal Revenue Code. Each holder of Trust Units will have
a taxable event when any security held by the Trust is disposed of (whether by
sale, exchange, redemption or payment at maturity) or when the investor redeems
or sells his Units. The total tax cost of each Unit to an investor will be
allocated among the assets held in the Trust in proportion to the relative fair
market values of such assets on the date the investor purchases his Units. (See
"Tax Status of the Trust," p.___).
What happens if Berkshire Hathaway splits its stock or pays a dividend?
If Berkshire Hathaway splits its stock, investors may be able to purchase shares
of the Company's common stock on the open market because such shares may be more
affordable. In that case, investors may also be charged a sales charge which
could be higher or lower than that charged by the Trust.
The Trustee will distribute any dividends received, if any, with respect to the
Portfolio Securities in the Trust in accordance with the Trust Indenture.
Investors should be aware, however, that the Company has not paid dividends on
its common stock since 1967.
What happens if there is a tender offer for Berkshire Hathaway common stock?
[To be completed]
What are the rights of the Trust's Unit holders?
No Unit holder will have the right to vote except with respect to amendment and
termination of the Trust. (See "Administration of the Trust-Amendment" and
"Administration of the Trust- Termination," p._______). Unit holders will have
no right to control the operation or administration of the Trust in any manner.
What are the investment attributes of the Trust?
The primary investment attribute of the Trust is that it offers investors the
opportunity to invest indirectly in shares of Berkshire Hathaway common stock at
a per Unit price that currently is significantly below the per share cost of
Berkshire Hathaway common stock, the only known option for investing funds,
indirectly, in the Company. The benefit of this investment is that investors
will have an affordable option to place funds in a vehicle owning common stock
of one of America's foremost diversified companies which is managed by one of
the nation's premier investors. From 1965-1995, under Mr. Buffett's executive
leadership, the price of a share of common stock of Berkshire Hathaway has
increased from $13 to approximately $25,000 and the book value per share has
grown at a compounded rate of approximately 27%.
-6-
<PAGE>
How can Units of the Trust be purchased or acquired?
Units can be purchased by contacting ____________, principal underwriter of the
Units, at __________________.
The Trust also offers a Deposit Program which allows owners of shares of common
stock of Berkshire Hathaway to exchange those shares for Units of the Trust upon
payment of a deposit fee and the submission of proper documentation. (See
"Public Offering of Units - Deposit Program," p.___).
How will the Public Offering Price of Units be determined?
The Public Offering Price of each Unit will be determined by the Trustee by
adding the aggregate current market value of the Portfolio Securities in the
Trust, dividing such sum by the number of Units outstanding and then adding a
sales charge of ___% of the Public Offering Price (___% of the net amount
invested). (See "Public Offering of Units - Public Offering Price," p.______).
How frequently will the Trust report to Unit owners?
The Trustee will furnish to Unit holders annually a report on the condition of
the Trust. With respect to distributions, if any, the Trustee will furnish to
Unit holders a statement of the amount of dividends and other receipts, if any,
distributed, expressed in each case as a dollar amount per Unit.
How can Units in the Trust be sold, redeemed or exchanged?
Units may be tendered to the Trustee for redemption by delivery to the Trustee
of a written request for redemption and Certificates, if any, held for the Units
to be redeemed. No redemption fee will be charged. The amount realized by a Unit
holder upon any redemption of Units may be less than the price paid by him for
such Units. (See "Rights of Unit Holders- Redemption," p.______; and "Comparison
of Public Offering Price and Redemption Price," p._____).
There can be no assurance that a secondary market for the Units will develop. If
such a market does not develop, a Unit holder will be able to dispose of his
Units through redemption at prices based on the current market value of the
Units. (See "Public Offering of Units-Secondary Market," p.______).
Any Unit holder whose composite holdings reach the value equal to the price of a
share of common stock of Berkshire Hathaway may, at no cost to such owner,
redeem Units of such equivalent value and receive in lieu of cash a share of the
Company's common stock.
-7-
<PAGE>
The Trust
The Affordable Access Trust: Series One (the "Trust"), is the first series
of an investment trust. The investment trust created by the Sponsor is a unit
investment trust which holds a portfolio of a single equity security, the common
stock of Berkshire Hathaway, Inc. ("Berkshire Hathaway" or the "Company").
The objective of the Trust is to provide the opportunity for capital
appreciation through convenient and affordable access to the common stock of
Berkshire Hathaway. There is, of course, no assurance that the Trust's objective
will be achieved. The Trust will concentrate its assets in a single security. As
a result, the Trust may be considered to be concentrated in a single industry.
Although Berkshire Hathaway is a holding company, its most significant
subsidiaries conduct property and casualty insurance business (see "The
Portfolio Securities - Berkshire Hathaway" below). Investment in this industry
may pose additional risks including the adverse effect of exorbitant claims with
respect to catastrophic losses and liability for especially large or unusual
risks. Berkshire Hathaway has not declared a dividend on its shares since 1967.
Consequently, it is anticipated that the Trust will not distribute dividends to
unit holders. Distributors of dividends and capital, if any, received by the
Trust, net of expenses of the Trust, will be paid on the Distribution Date to
Unit holders of record, as set forth in the "Summary of Essential Information."
Additionally, Berkshire Hathaway stock has never been split and as a result has
traded on the New York Stock Exchange at prices ranging from a low of $_________
per share to a high of $_________ per share during the past twelve months. There
is no assurance that the Company's dividend payment policy or any action or
policy related to a stock split will remain unchanged.
Subsequent to the Date of Deposit the Sponsor may, from time to time,
deposit additional Berkshire Hathaway shares (or contracts for the purchase
thereof) in Series One.
The Portfolio Securities - Berkshire Hathaway
The following information pertaining to Berkshire is contained in Berkshire
Hathaway's 1994 Annual Report to stockholders as filed with the U.S. Securities
and Exchange Commission.
Berkshire Hathaway is organized as a holding company. As such, its business
activities are conducted through a number of subsidiary companies, of which the
property and casualty insurance business (the "Insurance Operations") has been
characterized by the Company as the most important. The Company's Insurance
Operations are conducted through certain of its subsidiaries on both a direct
and reinsurance basis.
The Company indirectly owns significant equity positions in publicly traded
companies through the investment portfolios of its Insurance Operations.
Included among such investment portfolios as of the end of 1994 were
approximately: 50% of the outstanding stock of GEICO Corporation (now 100%); 13%
of the stock of Capital Cities/ABC, Inc.; 11% of the stock of The Gillette
Company; 8% of the stock of The Coca Cola Company; 15% of the stock of The
Washington Post Company; 13% of the stock of Wells Fargo & Company and 20% of
the voting stock (common and convertible preferred) of Salomon, Inc. (now
17.6%).
The Company's non-insurance subsidiaries engage in a variety of business
activities, including: publication of the Buffalo News, a daily and Sunday
newspaper in New York; publication and distribution of encyclopedias,
educational and instructional material (World Book and Childcraft); manufacture
and marketing home cleaning systems (Kirby); manufacture and marketing boxed
chocolates and other confectionery products (See's Candies); retailing home
furnishings (Nebraska Furniture Mart); manufacture, import and distribution of
footwear (H.H. Brown Shoe Company, Lowell Shoe, Inc. and Dexter Shoe Company);
and manufacture and distribution of air compressors, air tools and painting
systems (Campbell Hausfeld products). For more information about the Company see
"Securities Selection," page _____.
-8-
<PAGE>
Risk Factors
Investors should be aware of the risks which an investment in Units of the
Trust may entail.
Since the Trust's assets will consist solely of Berkshire Hathaway common
stock, the Trust is considered "concentrated" in common stock of Berkshire
Hathaway. Consequently, the value of the Units will be dependent upon the market
value of the Portfolio Securities but not necessarily in perfect correlation.
There is no accurate basis for predicting the price or trading levels at
which Units may trade, if listed on a securities exchange. While Units may trade
at a discount from the market price of Berkshire Hathaway, the Sponsor believes
that, in light of the redeemability of Units, the amount of any such discount
would be insignificant. There has been no trading in Units of the Trust and
there can be no assurance that an active trading market will develop or, if it
develops, that it will be maintained.
Common stocks such as the Portfolio Securities do not represent an
obligation of the issuer and therefore do not offer any assurance of income or
provide the same degree of protection of capital as do debt securities. The
value of common stocks is subject to market fluctuations, and therefore the
total value of the Portfolio Securities in the Trust will be expected to
fluctuate. An investment concentrated in one issuer (such as the Trust) greatly
increases these risks.
The Trust is not a "managed" fund. Traditional methods of investment
management for a managed fund typically involve changes in the securities in the
fund's portfolio on the basis of economic, financial and market considerations.
Since no attempt will be made to "manage" the Trust in the traditional sense,
the adverse financial condition of the Company whose stock is held in the Trust
will not result in its elimination from the portfolio of the Trust. Unlike an
actively managed portfolio, the Portfolio Securities will remain unchanged
despite any adverse development concerning the Company, any companies
represented in the Company's investment portfolio, the economy or the stock
market generally. Consequently, any decrease in value of the stock comprising
the Trust will have a greater impact on the value of the Units than might be
expected if the Trust's investments were diversified. The Trust is not an
appropriate investment for those who are unable or unwilling to assume the risk
involved generally with an equity investment.
The Sponsor will pay all expenses incident to the formation of the Trust.
Thus, all organizational expenses of the Trust will be borne by the Sponsor. The
Sponsor's and Trustee's annual fees per Unit are set forth under the Summary of
Essential Information. Although most of the expenses of the Trust will be paid
out of these fees, certain other charges may be incurred by the Trust and are
not payable out of such fees: (a) all ordinary recurring expenses in excess of
$.01 per year per Unit outstanding; (b) all non-recurring expenses, including
counsel fees of the Trustee and/or the Sponsor incurred in connection with their
activities under the Trust Agreement, including the expenses and costs of any
action undertaken by the Trustee or the Sponsor to protect the Trust and the
rights and interests of the Unit holders; (c) fees of the Trustee for any
extraordinary services performed under the Trust Agreement; (d) indemnification
of the Trustee for any loss, liability or expense accruing to it without gross
negligence, bad faith or willful misconduct or reckless disregard for its
obligations and duties arising out of its connection with the Trust; and (e) all
taxes and governmental charges payable by the Trustee upon the Stock or with
respect to the Units.
The Trust consists of Berkshire Hathaway common stock as may continue to be
held from time to time in the Trust and any additional shares received and held
by the Trust pursuant to the provisions of the Trust Agreement. Neither the
Sponsor, the Trustee, the Dealer Manager, nor any Soliciting Dealer shall be
liable in any way for any defect in any of the Stock.
The Trust will terminate on the Termination Date of the Trust, unless it is
terminated prior to such date upon the occurrence of certain specified events.
-9-
<PAGE>
During the life of the Trust, the value of the Portfolio Securities and the
Units may fluctuate. The Public Offering Price and Redemption Price per Unit may
be more or less than the price paid by the investor and the value of the
Portfolio Securities may be more or less than the price at which they were
deposited in the Trust. Berkshire Hathaway shares may appreciate or depreciate
in value depending on the full range of economic and market influences.
The Indenture also authorizes the Sponsor to increase the size of the Trust
and the number of Units thereof by the deposit of additional Portfolio
Securities in the Trust and the issuance of a corresponding number of additional
Units. Additional Units may also be created by the deposit of cash with
instructions to purchase additional Portfolio Securities. This practice could
cause both existing and new investors to experience a dilution of their
investments because of price fluctuations in the Portfolio Securities between
the time of the cash deposit and the actual purchase of the additional Portfolio
Securities and because the associated brokerage fees will be an expense of the
Trust.
The Trust consists of the Portfolio Securities listed under "Schedule of
Investments" (or contracts to purchase such Securities) as may continue to be
held from time to time in the Trust and any additional Portfolio Securities
acquired and held by the Trust pursuant to the provisions of the Indenture
(including provisions with respect to deposits into the Trust of Portfolio
Securities in connection with the issuance of additional Units).
Once all of the Portfolio Securities in the Trust are acquired, the Trustee
will have no power to vary the investments of the Trust, i.e., the Trustee will
have no managerial power to take advantage of market variations to improve a
Unit Holder's investment. The Sponsor may direct the Trustee to dispose of
Portfolio Securities if (a) the Trust is to terminate; or (b) the sale of
Portfolio Securities is required due to Units tendered for redemption.
To the best of the Sponsor's knowledge, there is no litigation pending as
of the Initial Date of Deposit which might reasonably be expected to have a
material adverse effect on the Trust. At any time after the Initial Date of
Deposit, litigation may be instituted on a variety of grounds with respect to
the Portfolio Securities. The Sponsor is unable to predict whether any such
litigation will be instituted, or if instituted, whether such litigation might
have a material adverse effect on the Trust.
An investment in Units of the Trust should be made with an understanding of
the risks of investing in the Portfolio Securities. The Trust's objective is to
provide the opportunity for capital appreciation through convenient and
affordable access to the common stock of Berkshire Hathaway without the
requirement to own full shares. There is no guarantee that the objective of the
Trust will be achieved.
Evaluations
Evaluations are determined by Rodney Square Management Corporation (the
"Evaluator") on each Business Day. This excludes Saturdays, Sundays and the
following holidays as observed by the New York Stock Exchange ("NYSE"): New
Year's Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas. Since the Portfolio Securities are listed on
the NYSE, evaluations will be based on the closing sale price on that exchange.
Neither the Sponsor nor the Evaluator guarantees the marketability or price of
the Portfolio Securities.
Public Offering Price
The Public Offering Price varies each Business Day with changes in the
value of the Portfolio Securities and other assets and liabilities of the Trust.
The Public Offering Price of the Units during the initial offering period is
equal to the evaluation of the underlying current market value of the Berkshire
Hathaway shares (excluding any sales charge), divided by the number of Units
outstanding plus a sales charge equal to % of the Public Offering Price (___% of
the net amount invested) per Unit. Any cash per Unit held by the
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<PAGE>
Trust will be added to the Public Offering Price. After the initial public
offering period, the Public Offering Price of the Units is computed by adding
the aggregate market value of Shares in the Trust, dividing such sum by the
number of Units outstanding and then adding a sales charge of ___% of the Public
Offering Price (___% of the net amount invested). Any money in the Trust other
than money required to redeem tendered Units will be added to the Public
Offering Price.
Secondary Market
There can be no assurance that a secondary market for the Units will
develop. If such a market does not develop, a Unit Holder will be able to
dispose of his Units through redemption at prices based on the current market
value of the Shares (see "Rights of Unit Holders-Redemption" herein). Market
conditions may cause such prices to be greater or less than the amount paid for
Units and may result in a loss to a Unit Holder upon the disposition of a Unit.
With respect to redemption requests in excess of $________, the Sponsor may
determine in its sole discretion to direct the Trustee to redeem Units "in kind"
by distributing Portfolio Securities to the redeeming Unit Holder as directed by
the Sponsor.
Portfolio Summary as of Date of Deposit
Berkshire Hathaway common stock with a value of $_________ was held in the
Trust on the Date of Deposit.
AVAILABLE INFORMATION REGARDING BERKSHIRE HATHAWAY
Public Information
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports and other
information with the SEC. Such reports, proxy and information statements and
other information filed by the Company with the SEC can be inspected and copied
at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. and at the SEC's Regional Offices located at Room
1204, Everett McKinley Dirksen Building, 210 S. Dearborn Street, Chicago,
Illinois; and Room 1100, Jacob K. Javits Federal Building, 26 Federal Plaza, New
York, New York. Copies of such material can be obtained from the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates.
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<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
As of the Close of Business on , 1995 the Business Day
Immediately Preceding the Initial Date of Deposit of the
Securities ______________________, 1995+
Sponsor: FIVE SIGMA INVESTMENT PARTNERS, L.P.
Trustee and Exchange Agent: Wilmington Trust Company
Evaluator: Rodney Square Management Corporation
General Information
Aggregate Number of Shares of Berkshire Hathaway common stock
Initially Deposited .......................................................
Initial Numbers of Units ..................................................
Fractional Undivided Interest in the Trust Per Unit ....................... $
Public Offering Price Per Unit
Aggregate value of the Portfolio Securities++ .................... $
Total Price Evaluation of Securities ............................. $
Divided by ______ Units .......................................... $
Plus sales charge of _____% of Public Offering
Price (______% of net amount invested)* ................. $
Public Offering Price per Unit+++................................. $
Sponsor's Initial Repurchase Price Per Unit ...............................
Redemption Price Per Unit
(based on aggregate value of
the Portfolio Securities,++ $_________ less than Public
Offering Price per Unit). ........................................
CUSIP Number .........................................................
First Settlement Date .....................................................
Distribution Date: [the Mandatory Termination Date?]
Trustee's Annual Fee ___________:
Sponsor's Annual Fee: A maximum of $0.0025 per Unit per year.
Evaluator's Annual Fee: ____________
[Evaluation Time: as of the close of regular trading on the New York Stock
Exchange (normally 4:00 p.m. Eastern Time).]
Mandatory Termination Date: _____________, 200__
- --------------------
+ The Date of Deposit. The Date of Deposit is the date on which the Trust
Indenture and Agreement was signed and the initial deposit of Portfolio
Securities with the Trustee was made.
-12-
<PAGE>
++ Calculated by multiplying aggregate number of Berkshire Hathaway common
stock by the current market value of such Portfolio Securities (excluding
any commissions payable for acquisition of the Berkshire Hathaway common
stock).
+++ This Public Offering Price is computed as of the Date of Deposit and may
vary from the Public Offering Price on the date of this Prospectus or any
subsequent date.
* Based on Trust size of 1,000,000 or fewer Units.
-13-
<PAGE>
Report of Independent Accountants
____________ ___, 1995
To the Unit Holders, Sponsor and Trustee of
The Affordable Access Trust: Series One
In our opinion, the accompanying Statement of Net Assets and Schedule of
Investments present fairly, in all material respects, the financial position of
The Affordable Access Trust: Series One as of ____________ __, 1995 in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Trustee and the Sponsor; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit in accordance with generally accepted auditing
standards, which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.
Coopers & Lybrand LLP
-14-
<PAGE>
THE AFFORDABLE ACCESS TRUST
Series One
As of the Opening of Business on the Initial Date of Deposit, ___________
__, 1995
NET ASSETS
Investment in securities represented by purchase contracts (a) $
=========
Units Outstanding
=========
ANALYSIS OF NET ASSETS
Cost to investors (b)................................... $
Less sales charge (c)...................................
---------
Net assets..................................... $
=========
NOTES TO STATEMENT OF ASSETS
(a) The aggregate value of the Portfolio Securities represented by
Contracts to Purchase listed under "Schedule of Investments" included herein and
their cost to the Trust are the same. A Cash Collateral Account has been
established with the Trustee containing a cash balance equal to the 100% of the
Berkshire Hathaway common stock on the Date of Deposit for the purchase of
Portfolio Securities pursuant to contracts to purchase such Portfolio
Securities.
(b) The aggregate Public Offering Price is computed on the basis set forth
under "Public Offering of Units-Public Offering Price."
(c) The aggregate sales charge of ___% of the Public Offering Price per
Unit (equivalent to ____% of the net invested) is computed on the basis set
forth under "Public Offering of Units-Public Offering Price."
(d) The Trustee has custody of and responsibility for all accounting and
financial books, records, financial statements and related data of the Trust and
is responsible for establishing and maintaining a system of internal controls
directly related to, and designed to provide reasonable assurance as to the
integrity and reliability of, financial reporting of the Trust. The Trustee is
also responsible for all estimates and accruals reflected in the Trust's
financial statements. Under the Securities Act of 1933, as amended (the "Act"),
the Sponsor is deemed to be an issuer of the Trust's Units. As such, the Sponsor
has the responsibility of an issuer under the Act with respect to financial
statements of the Trust included in the Registration Statement under the Act and
amendments thereto.
-15-
<PAGE>
SCHEDULE OF INVESTMENTS
THE AFFORDABLE ACCESS TRUST: Series One
At the Opening of Business On the Initial Date of Deposit, , 1995
PORTFOLIO
Name of Issuer and Percentage of Cost of
Title of Securities Represented Aggregate Securities
by Contracts to Purchase (1) Offering Price to Trust (2)
------------------------------- --------------- ------------
Berkshire Hathaway Common Stock: 100% ------
Total Investments
The Berkshire Hathaway common stock has been valued at its current market
value as of the Evaluation Time on the Date of Deposit.
All Portfolio Securities are represented by contracts to purchase such
Portfolio Securities. The Portfolio Securities are represented by regular way
contracts for the performance of which a Cash Collateral Account has been
established with the Trustee. The contracts to purchase Portfolio Securities
were entered into by the Sponsor on ___________________, 1995.
The cost and profit to Sponsor on deposit, was $___________.
-16-
<PAGE>
THE AFFORDABLE ACCESS TRUST
Series One
THE TRUST
The Affordable Access Trust, ("Trust") was created under the laws of the
State of Delaware, pursuant to a Trust Indenture and Agreement and a related
Reference Trust Agreement dated the Date of Deposit (collectively, the
"Indenture")1 among Five Sigma Investment Partners, L.P. (the "Sponsor"),
Wilmington Trust Company, (the "Trustee"), and Rodney Square Management
Corporation (the "Evaluator").
The objective of the Trust is to provide the opportunity for capital
appreciation through convenient and affordable access to common stock of
Berkshire Hathaway, Inc. ("Berkshire Hathaway" or the "Company") without the
requirement to own full shares. The Berkshire Hathaway shares are referred to
collectively as "Portfolio Securities." There is no guarantee that the Trust's
objectives will be achieved or that the Trust is appropriate for all investors.
Trust Formation
On the Date of Deposit, the Sponsor deposited with the Trustee the
Portfolio Securities or confirmations of contracts for the purchase of such
Securities at prices equal to current market value of the Berkshire Hathaway
common stock (see "Schedule of Portfolio Securities"). The Trust was created
simultaneously with the deposit of the Portfolio Securities with the Trustee and
the execution of the Indenture. The Trustee then immediately registered the
beneficial interest in the Portfolio Securities as units (the "Units") on the
register of Units, evidencing the entire ownership of Series One. Ownership in
Units of the Trust are evidenced by book entry on the register of Units. Unit
Holders may elect to have their Units held in certificated form ("Certificates")
by making a written request for Certificates to the Trustee.
Through this Prospectus, the Sponsor is offering the Units for sale to the
Public. The holders of Units (the "Unit Holder" or "Unit Holders" as the context
requires) will have the right to have their Units redeemed at a price based on
the market value of the Berkshire Hathaway shares (the "Redemption Price"), if
the Units cannot be sold in a secondary market. The Trust has a mandatory
termination date set forth under "Summary of Essential Information." The Trust
may be terminated prior thereto upon the occurrence of certain events (see
"Amendment and Termination of the Indenture-Termination").
Subsequent to the initial deposit of Securities on the Date of Deposit, the
Sponsor may, but is not obligated to, deposit additional Portfolio Securities
(including contracts together with a Cash Collateral Account for the purchase
thereof (the "Cash Collateral Account") in the Trust, to receive in exchange
therefor additional Units and to offer such Units to the public by means of this
Prospectus. Any additional securities added to the Trust portfolio will be
securities of the same type as the Portfolio Securities then held by the Trust.
Each Unit of a series of the Trust will represent the same proportionate
interest in that series of the Trust as each other Unit outstanding at that
time. As additional Units of a series are issued by the Trust as a result of the
deposit of additional Portfolio Securities by the Sponsor, the aggregate value
of the Securities in that series of the Trust will be increased and the
fractional undivided interest in that series of the Trust represented by each
Unit will be decreased.
On the Date of Deposit, each Unit represented the fractional undivided
interest in the Portfolio Securities and net income of the Trust set forth under
"Summary of Essential Information." At the termination
- --------
1 Reference is hereby made to said Indenture and any statements contained
herein are qualified in their entirety by the provisions of said Indenture.
-17-
<PAGE>
of the Trust each Unit Holder will receive a proportionate share of the
underlying Portfolio Securities "in kind" in whole shares to the extent of
fractional shares allowed to be transferred on the transfer book of the Trust
and a pro rata share of any other assets of the Trust, less expenses of the
Trust. A Unit Holder selling his Units prior to the Mandatory Termination Date
may suffer a loss to the extent the sale price of his Units is less than the
purchase price. From time to time, certain of the Portfolio Securities may be
sold under circumstances described herein and additional Portfolio Securities
may be deposited into the Trust. As a result, the Trust is not expected to
retain its present size and composition. If any Units are redeemed by the
Trustee, the number of Portfolio Securities in the Trust will be reduced by an
amount allocable to redeemed Units and the fractional undivided interest in such
Trust represented by each unredeemed Unit will be increased. Units will remain
outstanding until redeemed upon tender to the Trustee by any Unit Holder (which
may include the Sponsor) or until the termination of the Trust pursuant to the
Indenture.
Notwithstanding the availability of the above-mentioned Cash Collateral
Account, it is expected that the Sponsor will pay for Portfolio Securities as
the contracts for their purchase become due. A substantial portion of such
contracts have not become due by the date of this Prospectus. To the extent
Units are sold prior to the settlement of such contracts, the Sponsor will
receive the purchase price of such Units prior to the time at which it must pay
for Securities pursuant to such contracts and will have the use of such funds
during this period.
Units will be sold to investors at the Public Offering Price next computed
after receipt of the investor's order to purchase Units, if Units are available
to fill orders on the day that such price is set. If Units are not available or
are insufficient to fill the order (e.g., if demand for Units exceeds the Units
available for sale and the Sponsor is not yet able to create additional Units)
the investor's order will be rejected by the Sponsor. The number of Units
available may be insufficient to meet demand because of the Sponsor's inability
to or decision not to purchase and deposit Berkshire Hathaway common stock in
amounts sufficient to create additional Units. The Sponsor may, if unable to
accept orders on any given day, offer to execute the order as soon as sufficient
Units can be created. An investor will be deemed to place a new order for that
dollar value of Units each day until that order is accepted. The investor's
order will then be executed, when Units are available, at the Public Offering
Price next calculated after such continuing order is accepted. The investor
will, of course, be able to revoke his purchase offer at any time prior to
acceptance by the Sponsor. The Sponsor will execute orders to purchase in the
order it determines that they are received, i.e., orders received first will be
filled first except that indications of interest prior to the effectiveness of
the registration of the offering of Trust Units which become orders upon
effectiveness will be accepted according to the order in which the indications
of interest were received.
On the Date of Deposit, the Trust consisted of the Portfolio Securities
listed under "Schedule of Investments" herein or contracts to acquire such
Portfolio Securities together with a Cash Collateral Account to provide the
amount necessary to complete the purchase of such Securities. Neither the
Sponsor nor any affiliate of the Sponsor will be liable in any way for any
defect in any of the Portfolio Securities.
Amendment or Early Termination
The Sponsor and the Trustee have the power to amend the Indenture without
the consent of any of the Unit Holders when such an amendment is (1) to cure any
ambiguity or to correct or supplement any provision of the Indenture which may
be defective or inconsistent with any other provision contained therein, or (2)
to make such other provisions as shall not adversely affect the interest of the
Unit Holders (as determined in good faith by the Sponsor and the Trustee).
The Indenture provides that the Trust shall terminate upon the maturity,
redemption or other disposition of the last of the securities held in the Trust
but in no event beyond the Mandatory Termination Date indicated herein under
"Summary of Essential Information." The Trust may be liquidated at any time by
consent of 100% of the Unit Holders of the Trust, or by the Trustee in the event
that Units of the Trust not yet sold aggregating more than 60% of the Units of
the Trust are tendered for redemption by the Underwriter, including
-18-
<PAGE>
the Sponsor. In the event of termination, written notice thereof will be sent by
the Trustee to all Unit Holders of the Trust.
SECURITIES SELECTION
Berkshire Hathaway: Background and Development
From 1806 to the mid-1960's, Berkshire Hathaway was primarily engaged in
the manufacture of synthetic and cotton textiles. The Company resulted from a
series of mergers of companies engaged in the textile industry. Berkshire
Hathaway continued to operate its textile business until 1985.
During the 1960's, the Buffet Partnership, Ltd. acquired a majority of the
outstanding shares of the Company's common stock. Warren Edward Buffet became
the Chairman of the Board of Berkshire Hathaway in 1970. During this period the
Buffet Partnership was terminated, which resulted in the individual partners
becoming direct shareholders of the Company, and Mr. Buffet becoming a
controlling shareholder of the Company.
In 1967, Berkshire Hathaway entered the property and casualty insurance
business with its acquisition of National Indemnity Company and National Fire
and Marine Insurance. Thereafter, the Company acquired significant equity
holdings in a variety of businesses including the banking industry, newspapers,
and a department store chain. In the 1970's the Company would continue to grow
through mergers and acquisitions of current subsidiary companies. Included among
such companies were See's Candy Shops and the Buffalo News. The Company
continued significant investments in the insurance industry throughout the
1970's and 1980's. Today, the property and casualty insurance business is
conducted on both a direct and reinsurance basis through thirteen separate
subsidiaries:
National Indemnity Company, Omaha, Nebraska
Central States Indemnity Insurance, Omaha, Nebraska
Columbia Insurance Company, Omaha, Nebraska
Cypress Insurance Company, Omaha, Nebraska
National Liability and Fire Insurance Company, Chicago, Illinois
National Fire and Marine Insurance Company, Omaha, Nebraska
Redwood Fire and Casualty Insurance Company, Omaha, Nebraska
Continental Divide Insurance Company, Englewood, Colorado
Cornhusker Casualty Company, Omaha, Nebraska
Kansas Fire and Casualty Company, Overland Park, Kansas
National Indemnity Company of Florida, St. Petersburg, Florida
National Indemnity Company of MidAmerica, St. Paul, Minnesota
Wesco-Financial Insurance Company, Omaha, Nebraska
The Company's Insurance Operations had assets totalling $18.46 billion for
the year ended December 31, 1994, which represented 86.5% of Berkshire
Hathaway's total assets.
Other industries in which the Company has acquired a significant interest
since the 1980's are: retail home furnishing (Nebraska Furniture Mart and R.C.
Willey Home Furnishings); vacuum cleaners, encyclopedias, air compressors and
related products (Scott & Fetzer Company); retail jewelry store (Borsheim's and
Helzberg's); shoe manufacturers (H.H. Brown Shoe Co., Lowell Shoe and Dexter
Shoe Company).
Over a period of approximately twenty years -- from the early 1970's to the
present time -- the net worth of the Company has increased from about $22
million to a net worth of approximately $14.7 billion. During the same period,
the Company's per share book value grew from $19 to $12,318.
-19-
<PAGE>
- --------------------------------------------------------------------------------
Berkshire Hathaway's Corporate Performance Versus the S & P 500
- --------------------------------------------------------------------------------
Annual Percentage Change
================================================================================
In Per-Share Book
Value of Berkshire In S & P 500 with
Hathaway Dividends Included Relative Results
Year (1) (2) (1)-(2)
1965 23.8 10.0 13.8
1966 20.3 (11.7) 32.0
1967 11.0 30.9 (19.9)
1968 19.0 11.0 8.0
1969 16.2 (8.4) 24.6
1970 12.0 3.9 8.1
1971 16.4 14.6 1.8
1972 21.7 18.9 2.8
1973 4.7 (14.8) 19.5
1974 5.5 (26.4) 31.9
1975 21.9 37.2 (15.3)
1976 59.3 23.6 35.7
1977 31.9 (7.4) 39.3
1978 24.0 6.4 17.6
1979 35.7 18.2 17.5
1980 19.3 32.3 (13.0)
1981 31.4 (5.0) 36.4
1982 40.0 21.4 18.6
1983 32.3 22.4 9.9
1984 13.6 6.1 7.5
1985 48.2 31.6 16.6
1986 26.1 18.6 7.5
1987 19.5 5.1 14.4
1988 20.1 16.6 3.5
1989 44.4 31.7 12.7
1990 7.4 (3.1) 10.5
1991 39.6 30.5 9.1
1992 20.3 7.6 12.7
1993 14.3 10.1 4.2
1994 13.9 1.3 12.6
================================================================================
Source: Berkshire Hathaway 1994 Annual Report
Notes: Data are for calendar years with these exceptions: 1995 and 1996, year
ended 9/30; 1967, 15 months ended 12/31.
Represented in the investment portfolios of the Company's Insurance
Operations are significant equity positions in otherwise unaffiliated publicly
traded companies. Particularly noteworthy interests as of December 31, 1994 were
approximately: 13% of the capital stock of Capital Cities/ABC, Inc.; 11% of the
capital stock of The
-20-
<PAGE>
Gillette Company; 8% of the capital stock of The Coca Cola Company; 15% of the
capital stock of The Washington Post Company; 13% of the common stock of Wells
Fargo & Company; and common and convertible preferred stock of Salomon, Inc.
constituting approximately 20% of its total voting securities. In addition, the
Company recently announced its plans to acquire all of the outstanding capital
stock of GEICO Corporation, of which it owned approximately 50% of the
outstanding stock prior to the announcement.
Since the publication of the Company's 1994 Annual Report, several
developments have occurred which have affected the Company's equity positions,
including the agreement by Capital Cities/ABC to be acquired by the Walt Disney
Company and the acquisition of additional common stock of American Express
Company, increasing the Company's holdings to approximately 10.9% of the stock
of American Express. The Company has also elected to reduce its voting stock in
Salomon, Inc. from 20% to 17.6% of the voting stock by tendering a portion of
its preferred shares.
Berkshire Hathaway also is presently comprised of a wide range of operating
units engaged in manufacturing, retailing and publishing including the
following:
<TABLE>
<CAPTION>
Operation Product/Service/Activity
==========================================================================================================
<S> <C>
Adalet Conduit fittings, explosion proof junction boxes, couplings and
terminations
Blue Chip Stamps Marketing motivational services
Borsheim's Retailing fine jewelry
Buffalo News Daily and Sunday newspaper
Campbell Hausfield Air compressors, air tools, painting
systems and pressure washers
Carefree Sun and shade control products and accessories for RV's
Cleveland Wood Products Vacuum cleaner brushes
Dexter Shoe Companies Dress, casual and athletic shoes
Douglas Products Hand held electric and cordless vacuum cleaners
Fechheimer Bros. Co. Uniforms and accessories
France Appliance controls, ignitions and sign transformers
H.H. Brown Shoe Co. Work shoes, boots and casual footwear
Halex Zinc die cast electrical fittings
Helzberg's Diamond Shops Retailer of jewelry
K&W Products Automotive compounds
Kirby Home cleaning systems
Lowell Shoe Co. Women's' and nurses' shoes
Meriam Pressure and flow measurement devices
Nebraska Furniture Mart Retailing home furnishings
Northland Fractional horsepower motors
Powerwinch Boat winches, windlasses and hoists
Precision Steel Products Steel service center
Quiikut Cutlery
ScottCare Cardiopulmonary rehabilitation and monitoring equipment
Scot Labs Cleaning and maintenance chemicals
See's Candies Boxed chocolates and other confectionery products
Stahl Custom steel service bodies and tool
boxes for trucks
Wayne Furnace burners; sump, utility and sewage pumps
Western Enterprises Compressed gas fittings an regulators
Western Plastics Molded plastic components
Willey Home Furnishings Retailer of home furnishings
World Book Encyclopedias and other reference materials
- ----------------------------------------------------------------------------------------------------------
</TABLE>
-21-
<PAGE>
Finally, Berkshire Hathaway owns several finance businesses including Scott
Fetzer Financial Group, Inc., Berkshire Hathaway Credit Corporation and
Berkshire Hathaway Life Insurance Co. of Nebraska. Until October 1993, Mutual
Savings and Loan Association was also included in this group of businesses. In
October 1993, a federal savings bank assumed Mutual's savings account
liabilities, offset substantially by real estate loans, cash and certain other
assets of Mutual. The assets of this group of companies totaled $735.8 million
representing 3.4% of the Company's total assets as of December 31, 1994. In
1994, this group of companies generated revenues of $109.2 million, operating
profits of $22.1 million and net (after tax) earnings to Berkshire Hathaway of
$14.6 million.
As previously mentioned, Berkshire Hathaway utilizes the cash flow
generated from its insurance businesses and other activities of its subsidiaries
and other interests to acquire new businesses, which it does from time to time,
and to invest in the publicly traded securities of other companies. These
securities holdings enhance the value which Berkshire Hathaway generates for its
stockholders. Among the securities held on December 31, 1994 as well as the
number of shares, the Company's approximate ownership percentage at year end,
the Company's share of undistributed operating earnings and the cost and market
value of each security were as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Berkshire
Share of
Number Undistributed Cost of
of Berk. Operating Holdings Market
Major Investees Shares Yearend Earnings (in Value (in
(000) Owner-ship (in millions) millions) millions)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
American Express 22,759 5.5% $25 (2) $723.9 $818.9
Company
Capital Cities/ABC, Inc. 20,000 13.0% 85 345 1,705
The Coca-Cola 100,000 7.8% 116 (2) 1,299 5,150
Company
Federal Home Loan 12,761 6.3%(1) 47 (2) 270.5 644.4
Mortgage Corporation
Gannett Co., Inc. 6,854 4.9% 4 (2) 335.2 365.0
GEICO Corp. 34,250 50.2 63 (3) 45.7 1,678.2
The Gillette Company 24,000 10.8% 51 600.0 1,797.0
PNC Bank Corporation 19,453 8.3% 10 (2) 503.0 410.9
The Washington Post 1,728 15.2% 18 9.7 418.9
Company
Wells Fargo & 6,791 13.3% 73 423.7 984.7
Company
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
-22-
<PAGE>
The Company held a substantial position in Salomon, Inc., represented in
both common and preferred stock. Berkshire Hathaway's holdings in Salomon, Inc.
had a market value of $1.82 billion as of December 31, 1994 and entitled the
Company to 20% of the voting rights. On October 19, 1995, the Company tendered
140,000 shares of Salomon, Inc. preferred stock and elected not to exercise its
option to convert such shares into common stock, thereby reducing its voting
shares to 17.6% of the total voting shares.
Neither the Sponsor, Trustee nor Distributor participated in the
preparation of the information contained in the Company's 1994 Annual Report and
other publicly available information or independently verified any information
contained therein.
During the last two decades, Berkshire Hathaway and its officers have been
a popular subject in the financial press and media in general, and also the
subject of numerous books. From these varied sources, and the Company's
shareholder and other public reports, certain key business principles emerge.
They are summarized below.
The management of the Company characterizes its relationship with its
shareholders as that of a partnership, with the shareholders as the ultimate
owners of Berkshire Hathaway's assets. Management's philosophy emphasizes
obtaining maximum average annual rate of gain in intrinsic value on a per-share
basis, through ownership of diverse businesses that generate cash and earn
above-average returns on capital and ownership by its insurance subsidiaries of
common stocks of similar businesses. Berkshire Hathaway seeks a diverse
portfolio by direct acquisitions of common stock in the stock market.
As to debt, the Company's strategy is to structure debt on a long-term
fixed-rate basis, on those occasions when it utilizes debt. As to the issuance
of its common stock, the Management of the Company views it as suitable when the
Company will receive an equivalent amount in terms of business value as is
present in the value of the common stock that it issues.
Key among the Berkshire Hathaway philosophy is the notion that whether
earnings should be retained is assessed by whether retention, over time,
delivers shareholders at least $1.00 of market value for each $1.00 retained.
This measure is applied on a five year rolling basis.
As a result of the emphasis on overall results of Berkshire Hathaway, the
management tends to retain businesses that generate less cash than more
profitable Company business lines, where there is confidence in the management.
The management of the Company believes in complete disclosure of pertinent
facts about its business to shareholders, limited only with respect to the
acquisition of marketable securities. In that case, to protect its investment
ideas, the Company discloses information to the extent required by law.
-23-
<PAGE>
Risk of Investment in Units
A UNIT HOLDER PURCHASING A UNIT ON THE DATE OF THIS PROSPECTUS OR
THEREAFTER MAY RECEIVE TOTAL DISTRIBUTIONS, INCLUDING DISTRIBUTIONS MADE UPON
TERMINATION OF THE TRUST, THAT ARE LESS THAN THE AMOUNT PAID FOR A UNIT.
Early Termination. The Trust may be terminated at any time by consent of
100% of the Unit Holders of the Trust, or by the Trustee in the event that Units
of the Trust not yet sold aggregating more than 60% of the Units of the Trust
are tendered for redemption by the Underwriter, including the Sponsor. In the
event of the early termination of the Trust, the Trustee will liquidate the
remaining Berkshire Hathaway shares as the Trustee deems necessary to provide
for Trust fees and expenses and will distribute to each Unit Holder (upon
surrender and cancellation of such Unit Holder's certificate(s) for Units), such
Unit Holder's pro rata share of (i) remaining Portfolio Securities, in kind, to
the extent of the fractional portion of Portfolio Securities, allowed to be
transferred on the transfer book of the Trust, and (ii) interest in the balances
of other assets of the Trust specified in the Indenture (see "Amendment and
Termination of the Indenture-Termination").
The Portfolio Securities are the common stock of a single issuer, Berkshire
Hathaway, which in the Sponsor's opinion on the Date of Deposit, have capital
appreciation potential. The value of the Portfolio Securities may be expected to
fluctuate over the life of the Trust to a value higher or lower than that
prevailing on the Date of Deposit. The Portfolio Securities were not selected on
the basis of the potential for dividend income and currently, the Portfolio
Securities are not expected to generate any dividend income. There will be no
distributions with respect to the appreciation, if any, in value of the
Portfolio Securities. The Trust is "concentrated" in shares of Berkshire
Hathaway common stock and investors should be aware that the potential for
capital appreciation is solely related to the current market value of the
Portfolio Securities. Although the Trust provides a means for individuals to
indirectly invest in Berkshire Hathaway common stock, Unit Holders will not
receive quarterly and annual financial reports or other material distributed by
Berkshire Hathaway to its shareholders. The Trustee and the Sponsor do not have
authority to manage the Trust's assets fully in an attempt to take advantage of
various market conditions to improve the Trust's net asset value. The Trust may
incur administrative expenses that an investor would not bear if the investor
acquired Berkshire Hathaway common stock directly. Neither the Sponsor or the
Trustee can predict whether general market conditions, events affecting the
industries comprising the Company's subsidiaries, Company policies or the
retention or loss of key management employees will positively or adversely
affect the value of the Portfolio Securities during the life of the Trust.
The Sponsor of the Trust will apply its best professional judgment in
connection with the decisions made by it for the Trust, but there can be no
assurance that these decisions will be profitable or will avoid loss to the
Trust. The Sponsor will have no managerial power to take advantage of market
variations to improve a Unit Holder's investment other than by disposition of
Portfolio Securities under the limited circumstances described herein. Under
normal circumstances the Trustee will have no power to vary the investments of
the Trust.
To the best of the Sponsor's knowledge there was no litigation pending as
of the Date of Deposit in respect of any Portfolio Security which might
reasonably be expected to have a material adverse effect on the Trust. At any
time after the Date of Deposit, litigation may be instituted on a variety of
grounds with respect to a Portfolio Security. The Sponsor is unable to predict
whether any such litigation may be instituted, or if instituted, whether such
litigation might have a material adverse effect on the Trust. See "Risk
Factors."
The Units
On the Date of Deposit, each Unit represented a fractional undivided
interest in the Portfolio Securities and the net income of the Trust set forth
under "Summary of Essential Information." Thereafter, if any Units are redeemed
by the Trustee, the amount of Portfolio Securities in the Trust will be reduced
by amounts allocable to redeemed Units, and the fractional undivided interest
represented by each Unit in the balance will be increased, although the actual
interest in the Trust represented by each Unit will remain unchanged. Units will
remain
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<PAGE>
outstanding until redeemed upon tender to the Trustee by any Unit Holder (which
may include the Sponsor) or until the termination of the Trust (see "Rights of
Unit Holders - Redemption" and "Amendment and Termination of the Indenture -
Termination".
TAX STATUS OF THE TRUST
In the opinion of Stradley, Ronon, Stevens & Young, under existing law:
The Trust is not an association taxable as a corporation for
United States federal income tax purposes and income of the Trust will
be treated as income of the Unit Holders in the manner set forth
below. Each Unit Holder will be considered the owner of a pro rata
portion of each asset of the Trust under the grantor trust rules of
Sections 671-678 of the Internal Revenue Code of 1986, as amended (the
"Code").
An individual Unit Holder who itemizes deductions will be
entitled to an itemized deduction for such Unit Holder's pro rata
share of fees and expenses paid by the Trust as though such fees and
expenses were paid directly by the Unit Holder, but only to the extent
that this amount together with the Unit Holder's other miscellaneous
deductions exceeds 2% of such Unit Holder's adjusted gross income. A
corporate Unit Holder will not be subject to this 2% floor.
Each Unit Holder will have a taxable event when a Security is
disposed of (whether by sale, exchange, redemption, or payment at
maturity) or when the Unit Holder redeems or sells such Unit Holder's
Units. The total tax cost of each Unit to a Unit Holder must be
allocated among the assets held in the Trust in proportion to the
relative fair market values thereof on the date the Unit Holder
purchases such Unit Holder's Units.
The amount of gain recognized by a Unit Holder on a disposition of the
Portfolio Securities held by the Trust will be equal to the difference between
such Unit Holder's pro rata portion of the gross proceeds realized by the Trust
on the disposition and the Unit Holder's tax basis in such Unit Holder's pro
rata portion of the Portfolio Securities disposed of, determined as described in
the preceding paragraphs. Any such gain recognized on a sale or exchange and any
such loss will be capital gain or loss. Any capital gain or loss arising from
the disposition of a Unit Holder's pro rata interest in a Portfolio Security
will be long-term capital gain or loss if the Unit Holder has held such Unit
Holder's Units and the Trust has held the Security for more than one year. A
capital loss due to sale or redemption of a Unit Holder's interest with respect
to the Portfolio Securities held in the Trust will be treated as a long-term
capital loss to the extent of any long-term capital gains derived by the Unit
Holder from such interest if the Unit Holder has held such interest for six
months or less. The holding period for this purpose will be determined by
applying the rules of Sections 246(c)(3) and (4) of the Code. Under the Code,
net capital gain (i.e., the excess of net long-term capital gain over net
short-term capital loss) of individuals, estates and trusts is subject to a
maximum nominal tax rate of 28%. Such net capital gain may, however, result in a
disallowance of itemized deductions and/or affect a personal exemption
phase-out.
If the Unit Holder sells or redeems a Unit for cash the Unit Holder is
deemed thereby to have disposed of such Unit Holder's entire pro rata interest
in all Trust assets represented by the Unit and will have taxable gain or loss
measured by the difference between such Unit Holder's per Unit tax basis for
such assets, as described above, and the amount realized.
Each Unit Holder (other than a foreign Unit Holder who has properly
provided the certifications described in the preceding paragraph) will be
requested to provide the Unit Holder's taxpayer identification number to the
Trustee and to certify that the Unit Holder has not been notified that payments
to the Unit Holder are subject to back
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up withholding. If the taxpayer identification number and an appropriate
certification are not provided when requested, a 31% back up withholding will
apply.
The Portfolio Securities may be subject to withholding and other taxes
imposed by foreign jurisdictions. In some instances, these taxes are limited by
treaty between the United States and the relevant foreign jurisdiction. Treaty
benefits may be available to the Trust to the same extent as they would be to
individual U.S. shareholders. However, in some situations the Trust will be
eligible for such benefits only if it is established that a minimum specified
percentage of the capital of the Trust is owned directly or indirectly by
individual residents or citizens of the United States.
Each Unit Holder who is a citizen or resident of the United States will be
entitled either to (i) deduct the amount of such foreign taxes, or (ii) subject
to applicable limitations, credit the amount of such taxes against the Unit
Holder's United States federal income tax liability. A Unit Holder who is a
non-resident alien individual or which is a foreign corporation will be entitled
to a deduction or credit of the foreign tax only if the income received from the
Berkshire Hathaway shares is effectively connected with the conduct of a trade
or business within the United States. Because availability of the foreign tax
credit and application of the foreign tax credit limitation depend on the
particular circumstances of Trust Unit, each Unit Holder should consult such
Unit Holder's own tax adviser in this regard.
The Code places a floor of 2% of adjusted gross income on miscellaneous
itemized deductions, including investment expenses, of individuals (and estates
and trusts other than grantor trusts, to the extent provided in regulations).
The 2% floor rule will apply to investment expenses of the Trust and affected
Unit Holders should aggregate such expenses with their other miscellaneous
deductions in applying the 2% rule.
In addition, under the Code, the allowable amount of certain itemized
deductions claimed by individual taxpayers, including investment expenses, is
subject to an overall limitation applicable to individual taxpayers with
adjusted gross income in excess of a $111,800 threshold amount ($55,900 for a
married taxpayer filing separately). The $111,800 (or $55,900) threshold amount
will be indexed for inflation after 1994. The overall limitation reduces the
otherwise allowable amount of the affected itemized deductions by the lesser of
(i) 3% of the adjusted gross income in excess of the threshold amount or (ii)
80% of the amount of the otherwise allowable affected itemized deductions. The
other limitations contained in the Code on the deduction of itemized expenses,
including the 2% floor described above, are applied prior to this overall
limitation.
Interest paid by a Unit Holder other than a corporation on indebtedness
properly allocable to Units will be deductible as investment interest to the
extent permitted by Section 163(d) of the Code.
As of the end of each calendar year, the Trustee will furnish to each Unit
Holder an annual statement containing information relating to the dividends
(including capital gain dividends) received or deemed received, discount accrued
on the Securities, the gross proceeds received by the Trust from the disposition
of any Security (resulting from redemption or payment at maturity of any
Security or the sale by the Trust of any Security), and the fees and expenses
paid by the Trust.
The foregoing discussion relates only to United States federal income
taxes. Unit Holders may be subject to state, local or foreign taxation.
In the opinion of Richards, Layton & Finger, special counsel to the Trust
with respect to Delaware tax matters, under the existing income tax laws of the
State of Delaware, the Trust is not an association taxable as a corporation and
the income of the Trust will be treated as the income of the Unit Holders
thereof.
Investors should consult their tax counsel for advice with respect to their
own particular tax situations.
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RETIREMENT PLANS
Units in the Trust may be suitable for purchase by Individual Retirement
Accounts, Keogh Plans, pension funds and other qualified retirement plans.
Investors considering participation in any such plan should review the laws
specifically related thereto and should consult their attorneys or tax advisers
with respect to the establishment, fees and maintenance of any such plan.
PUBLIC OFFERING OF UNITS
The principal underwriter of the Units is Rodney Square Distributors, Inc.
("Underwriter"), a Delaware corporation, which is a wholly-owned subsidiary of
Wilmington Trust Company. The Underwriter is a member of the National
Association of Securities Dealers, Inc. and a broker-dealer registered with the
Securities and Exchange Commission. The principal office address of Underwriter
is 1105 North Market Street, Wilmington, DE 19890-0001. The principal business
of the Underwriter is the distribution of investment company securities and
other investment products.
Stafford Securities, L.P. ("Stafford"), which is an affiliate of the
Sponsor, has entered into a selling dealer contract with the Underwriter for the
sale of the Units. Pursuant to such contract, Stafford is entitled to a dealer
concession of % of the Public Offering Price of Units.
Public Offering Price
The Public Offering Price of the Units during the initial offering period
is computed by adding the aggregate market value of the Portfolio Securities in
the Trust, dividing such sum by the number of Units outstanding and then adding
a sales charge of __% of the Public Offering Price (__%) of the net amount
invested). Money in the Income and Principal Accounts other than money required
to redeem previously tendered Units will be added to the Public Offering Price.
After the initial public offering period, the Public Offering Price of the
Units is computed by adding the aggregate market value of the Portfolio
Securities in the Trust, dividing such sum by the number of Units outstanding
and then adding a sales charge of __% of the Public Offering Price (__% of the
net amount invested).
The Public Offering Price of a Unit on the date of this Prospectus or on
any subsequent date will vary from the Public Offering Price as of the Date of
Deposit set forth in the "Summary of Essential Information" in accordance with
fluctuations in the value of the Berkshire Hathaway common stock in the Trust.
The Public Offering Price shall be determined by the Trustee in the
following manner: the aggregate value of the Units shall be determined during
the initial offering period on the basis of the current market value of the
Portfolio Securities.
Public Distribution
During the initial public offering period (i) for Units issued on the Date
of Deposit and (ii) for additional Units issued after such date in respect of
additional deposits of Securities, Units will be distributed to the public by
the Underwriter and through dealers at the Public Offering Price, calculated on
each business day. The initial offering period is 90 days unless all Units are
sold prior thereto, whereupon the initial public offering period will terminate.
The initial public offering period may be extended by the Underwriter so long as
additional deposits are being made or Units remain unsold. Upon termination of
the initial offering period, in each case, unsold Units or Units acquired by the
Sponsor in the secondary market referred to below may be offered to the public
by this Prospectus at the then current Public Offering Price calculated daily.
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The Sponsor intends to qualify Units in states selected by the Underwriter
for sale by the Underwriter and through dealers who are members of the National
Association of Securities Dealers, Inc. Sales to dealers will be made at prices
which include a concession of ___% per Unit, but subject to change from time to
time at the discretion of the Underwriter. The Sponsor reserves the right to
reject, in whole or in part, any order for the purchase of Units. Further, the
Sponsor reserves the right to suspend the sale of Units from time to time
without prior notice.
Deposit Program
Investors may also obtain Units by tendering shares of Berkshire Hathaway
to the Trust for deposit and by the payment of a deposit fee equal to $_____ per
share of Berkshire Hathaway. A portion of the Deposit Fee equal to ___% of such
fee will be paid to the investor's broker-dealer. The Sponsor, in its sole
discretion, may decline to accept tenders of shares and may amend or terminate
the Deposit Program at any time or may change the Deposit Fee. The Public
Offering Price per Unit for Units issued under the Deposit Program will be the
net asset value of the Units at the evaluation time plus the Deposit Fee. The
shares of Berkshire Hathaway will be valued at the same time and in the same
manner as the Unit evaluation. Investors interested in participating in the
Deposit Program should contact the Underwriter at ______________ for
instructions and documentation for participation in the Deposit Program.
All questions as to the number of shares of Berkshire Hathaway to be
accepted, and the validity, form, eligibility (including time of receipt) and
acceptance for deposit of any tendered shares will be determined by the Sponsor,
whose determination shall be final and binding. The Sponsor reserves the
absolute right to reject any or all tenders of shares determined not to be in
proper form or the acceptance for deposit of which would, in the opinion of the
Sponsor's counsel, be unlawful. The Sponsor also reserves the absolute right to
waive any defect in tender with regard to any shares or shareholder of Berkshire
Hathaway. The Sponsor and the Underwriter are under no duty to give notification
of any defects or irregularities in tenders nor shall any of them incur any
liability for failure to give any such notification.
Investors participating in the Deposit Program should be aware that as Unit
holders of the Trust they will not have the same rights as those of a direct
shareholder of Berkshire Hathaway. For example, Unit holders will not be able to
vote the Portfolio Securities held by the Trust and will not receive reports,
including quarterly and annual reports, that are normally provided to
shareholders of Berkshire Hathaway. Since Berkshire Hathaway does not pay
dividends, Portfolio Securities will be sold to meet Trust expenses, which will
reduce the fractional interests represented by a Unit in the Portfolio
Securities. Upon termination of the Trust and liquidation of the Portfolio
Securities, Unit holders will receive cash, unless they are eligible for and
elect an in-kind distribution, which will result in taxable gain or loss. See
"Tax Status of the Trust."
Secondary Market
There can be no assurance that a secondary market will develop for the
Units. Units Holders may liquidate Units by presenting them to the Trustee for
redemption.
Profit of Sponsor and Underwriter
The Sponsor may have realized a profit (or sustained a loss) on the deposit
of the Berkshire Hathaway shares. (For a description of such profit (or loss)
and the amount of such difference, see "Schedule of Investments"). During the
initial offering period, to the extent additional Units continue to be issued
and offered for sale to the public, the Sponsor may realize additional profit
(or sustain a loss) due to daily fluctuations in the offering prices of the
current market value of the shares in the Trust. Cash, if any, received by the
Sponsor from the Unit Holders prior to the settlement date for purchase of Units
or prior to the payment for Portfolio Securities upon their delivery may be used
in the Sponsor's business to the extent permitted by applicable regulations and
may benefit the Sponsor.
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The Underwriter receives a sales charge on Units of the Trust which it
distributes to Unit Holders as indicated herein in the chart below. On the sale
of Units to dealers, the Underwriter will retain the difference between the
dealer concession and the sales charge (see "Public Distribution").
Total Sales Charge
As a % of As a % of Dealer Concession
Offering net amount as a percentage of
Amount of Your Investment Price Invested Offering Price
..........................
..........................
..........................
..........................
..........................
EXPENSES AND CHARGES
Initial Expenses
All expenses and charges incurred prior to or in the establishment of the
Trust were incurred by the Sponsor and its affiliates.
Fees
The Trustee will receive for its services under the Indenture an annual fee
in the amount set forth in the "Summary of Essential Information."
The Sponsor will receive a fee as set forth in the "Summary of Essential
Information."
For each evaluation of the Securities in the Trust, the Evaluator shall
receive a fee as set forth in the "Summary of Essential Information."
The Trustee's fees and the Sponsor's fees are payable quarterly. Any of
such fees may be increased without approval of the Unit Holders in proportion to
increases under the classification "All Services Less Rent" in the Consumer
Price Index published by the United States Department of Labor. The Trustee also
receives benefits to the extent that it holds funds on deposit in various
non-interest bearing accounts created under the Agreement.
Other Charges
The following additional charges are or may be incurred by the Trust as
more fully described in the Indenture: (a) fees of the Trustee for extraordinary
services, (b) expenses of the Trustee (including legal and auditing expenses)
and of counsel designated by the Sponsor, (c) various governmental charges, (d)
expenses and costs of any action taken by the Trustee to protect the Trust and
the rights and interests of the Unit Holders, (e) indemnification of the Trustee
for any loss, liability or expenses incurred by it in the administration of the
Trust without gross negligence, bad faith, willful misfeasance or willful
misconduct on its part or reckless disregard of its obligations and duties, (f)
indemnification of the Sponsor for any losses, liabilities and expenses incurred
in acting as Sponsor or Depositor, under the Indenture without gross negligence,
bad faith, willful misfeasance or
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willful misconduct or reckless disregard of its obligations and duties, (g)
expenditures incurred in contacting Unit Holders upon termination of the Trust
and (h) to the extent then lawful, expenses (including legal, auditing and
printing expenses) of maintaining registration or qualification of the Units
and/or the Trust under Federal or State securities laws subsequent to initial
registration so long as the Underwriter is maintaining a market for the Units.
The accounts of the Trust will be audited not less frequently than annually by
independent public accountants selected by the Sponsor. The cost of such audit
will be an expense of the Trust.
The fees and expenses set forth herein are payable out of the Trust's
assets with respect to matters affecting the Trust. Since the Portfolio
Securities consist almost solely of common stock and there will be no income
stream produced by dividends, the Sponsor cannot provide any assurance that
available uninvested cash will be sufficient to meet any or all expenses of the
Trust. If available uninvested cash is insufficient to cover expenses, it is
likely that Portfolio Securities will have to be sold to meet Trust expenses.
These sales may result in capital gains or losses to Unit Holders. To the extent
Shares are sold, the size of the Trust will be reduced. Such sales might be
required at a time when Portfolio Securities would not otherwise be sold and
might result in lower prices than might otherwise be realized. Moreover, due to
the minimum amount in which Shares may be required to be sold, the proceeds of
such sales will likely exceed the amount necessary for the payment of such fees
and expenses.
RIGHTS OF UNIT HOLDERS
Certificates
The Trust will not issue certificates except upon the request of Unit
Holders. Ownership of Units is normally evidenced by book entries. Registered
certificates will be executed by the Trustee and the Sponsor. Certificates are
transferable or interchangeable upon presentation at the corporate trust office
of the Trustee, properly endorsed or accompanied by an instrument of transfer
satisfactory to the Trustee and executed by the Unit Holder or such Unit
Holder's authorized attorney, together with the payment of $2.00, if required by
the Trustee (not currently required), or such other amount as may be determined
by the Trustee and approved by the Sponsor, and any other tax or governmental
charge imposed upon the transfer of Certificates. The Trustee will replace any
mutilated, lost, stolen or destroyed Certificate upon proper identification,
satisfactory indemnity and payment of charges incurred. Any mutilated
Certificate must be presented to the Trustee before any substitute Certificate
will be issued.
Certain Limitations
The death or incapacity of any Unit Holder will not operate to terminate
the Trust nor entitle the legal representatives or heirs of such Unit Holder to
claim an accounting or to take any other action or proceeding in any court for a
partition or winding up of the Trust.
No Unit Holder shall have the right to vote except with respect to
amendment and termination of the Trust as prescribed in the Indenture (see
"Administration of the Trust - Amendment" and "Administration of the Trust -
Termination"). Unit Holders shall have no right to control the operation or
administration of the Trust in any manner.
Distributions
Berkshire Hathaway does not currently pay a dividend and is not expected to
declare one in the near future. As a result, it is not anticipated that the
Trust will receive dividends or other income to distribute to shareholders.
The Trustee is authorized by the Indenture to withdraw from the Trust such
amounts as it deems necessary to establish a reserve for any taxes or other
governmental charges that may be payable out of the Trust, which amounts will be
credited to a separate Reserve Account. If the Trustee determines that the
amount in the Reserve
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Account is greater than the amount necessary for payment of any taxes or other
governmental charges, it will promptly recredit the excess to the Account from
which it was withdrawn. In addition, the Trustee may withdraw from the Income
Account, to the extent available, that portion of the Redemption Price which
represents income.
The balance paid on any redemption, including income, if any, shall be
withdrawn from the Trust to the extent that funds are available. If such
available balance is insufficient, the Trustee is empowered to sell Securities
in order to provide moneys for redemption of Units tendered (see "Rights of Unit
Holders - Redemption").
Reports and Records
With distributions, if any, the Trustee will furnish to the Unit Holders a
statement of the amount of dividends and other receipts, if any, distributed,
expressed in each case as a dollar amount per Unit.
Within a reasonable time after the end of each calendar year, the Trustee
will furnish to each person who was a Unit Holder of record at any time during
the calendar year a statement setting forth: (1) as to the Income Account:
dividends, if any, and other cash amounts received, deductions for payment of
applicable taxes and for fees and expenses of the Trust, redemptions of Units,
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 Unit outstanding on the last business day of such calendar year;
(2) as to the Principal Account: the dates of disposition and identity of any
Portfolio Securities and the net proceeds received therefrom, deductions for
payments of applicable taxes and for fees and expenses of the Trust and
redemptions of Units, 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 Unit outstanding on the last business
day of such calendar year: (3) a list of the Portfolio Securities held and the
number of Units outstanding on the last business day of such calendar year; (4)
the Redemption Price per Unit based upon the last computation thereof made
during such calendar year; and (5) amounts actually distributed, if any, during
such calendar year from the Income Account and from the Principal Account,
separately stated, expressed both as total dollar amounts and as dollar amounts
representing the pro rata share of each Unit 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, an inventory of Berkshire Hathaway common stock in the portfolio and a
copy of the Indenture.
Redemption
Tender of Units
Units may be tendered to the Trustee for redemption at its unit investment
trust office at _______________ upon delivery of a request for redemption and
the Certificates, if any, for the Units requested to be redeemed and payment of
any relevant tax. At the present time there are no specific taxes related to the
redemption of the Units. No redemption fee will be charged by the Sponsor or the
Trustee. Units redeemed by the Trustee will be canceled.
Certificates for Units to be redeemed must be properly endorsed or
accompanied by a written instrument of transfer. Unit Holders must sign exactly
as their name appears on the face of the Certificate with the signature
guaranteed by an officer of a national bank or trust company or by a member firm
of either the New York, Midwest or Pacific Stock Exchanges or other financial
institution acceptable to the Trustee, if any. 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.
In the case of uncertificated Units, a request for redemption must be
delivered to the Trustee, duly endorsed or accompanied by proper instruments of
transfer with signature guaranteed as explained above (or by providing
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satisfactory indemnity, as in connection with lost, stolen or destroyed
Certificates), and payment of applicable governmental charges, if any.
Within seven calendar days following such tender, or if the seventh
calendar day is not a business day, on the first business day prior thereto, the
Unit Holder will be entitled to receive in cash an amount for each Unit tendered
equal to the Redemption Price per Unit computed as of the Evaluation Time set
forth in the "Summary of Essential Information" on the date of tender (see
"Redemption-Computation of Redemption Price per Unit"). Generally, the "date of
tender" is deemed to be the date on which Units are received by the Trustee.
With respect to Units received after the Evaluation Time, however, the date of
tender is the next day on which such Exchange is open for trading. 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.
There is no sales charge incurred when a Unit Holder tenders such Unit
Holder's Units to the Trustee for redemption. All amounts paid on redemption
representing income will be withdrawn from the Income Account to the extent
moneys are available; all other amounts will be paid from the Principal Account.
The Trustee is required by the Indenture to sell Portfolio Securities in order
to provide moneys for redemption of Units tendered. To the extent Securities are
sold, the size of the Trust will be reduced. Further, due to the market price
per share of Berkshire Hathaway common stock the Trust may be required to
liquidate positions larger than the proceeds needed to meet redemption requests.
Such sales could result in a loss to the Trust. The redemption of a Unit for
cash will constitute a taxable event for the Unit Holder under the Code (see
"Tax Status of the Trust").
Computation of Redemption Price per Unit
The Redemption Price per Unit is determined as of the Evaluation Time on
the date any such determination is made. The Redemption Price is each Unit's pro
rata share, determined by the Trustee, of the sum of:
(1) the market value of the Portfolio Securities determined as of the
Evaluation Time set forth in the "Summary of Essential Information"; and
(2) cash on hand in the Trust and dividends receivable on Portfolio
Securities, if any, (other than cash deposited by the Sponsor for the
purchase of Securities);
less amounts representing (a) accrued taxes and governmental charges payable out
of the Trust, (b) the accrued expenses of the Trust, (c) cash held with respect
to previously tendered Units or for distribution to Unit Holders of record as of
a date prior to the evaluation, and (d) any Reserve Account ("Redemption
Price").
The right of redemption may be suspended and payment of the Redemption
Price per Unit postponed for more than seven calendar days following a tender of
Units for redemption for any period during which the New York Stock Exchange is
closed, other than for weekend and holiday closing, 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 Portfolio Securities is not reasonably practicable, or for such other
periods as the Securities and Exchange Commission may by order permit. Neither
the Trustee or the Sponsor is liable to any person or in any way for any loss or
damage that may result from any such suspension or postponement, provided
however that in the case of securities sold to meet redemption requests.
COMPARISON OF PUBLIC OFFERING PRICE AND REDEMPTION PRICE
The Public Offering Price of Units (which includes a sales charge) during
the initial offering period is determined on the basis of the market value of
the Portfolio Securities. The Public Offering Price of Units in the secondary
market and the Redemption Price of Units are also determined on the basis of the
market value of the Portfolio Securities. On the Date of Deposit, the Public
Offering Price (which includes a sales charge) exceeded
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the Redemption Price by the amount indicated under "Summary of Essential
Information." The amount realized by a Unit Holder upon any redemption of Units
may be less than the price paid by him for such Units.
SPONSOR
Five Sigma Investment Partners, L.P., located at Suite 320, One Bala
Avenue, Bala Cynwyd, Pennsylvania serves as Sponsor of the Trust and Depositor
of the Portfolio Securities comprising the initial investments of the Trust.
Five Sigma Investment Partners, L.P. has a net worth of $________, as of
__________ __, 1995. Samuel P. Katz is the founder of the Sponsor. Prior to
founding the Sponsor, Mr. Katz served as Co-Chief Executive Officer of Public
Financial Management, Inc., a municipal and project finance advisory and money
management consulting firm. Mr. Katz joined Public Financial Management, Inc. in
1976 and was employed there until 1994. From 1984 to present, Public Financial
Management, Inc. was a wholly owned subsidiary of Marine Midland Bank, N.A.
Public Financial Management, Inc. advised state and local governments on capital
formation through the issuance of both taxable and tax exempt securities. It
also managed the investment of the proceeds of the sale of such securities.
During Mr. Katz' tenure as Co-CEO, Public Financial Management, Inc. advised its
governmental clients in the issuance of more than $60 billion of municipal debt
obligations and managed in excess of $8 billion of public funds annually.
Responsibility
The Trust is not a managed registered investment company. Securities will
not be sold by the Trustee to take advantage of ordinary market fluctuations.
Although the Sponsor and Trustee do not presently intend to dispose of
Securities, the Indenture permits the Sponsor to direct the Trustee to dispose
of any Security in the Trust for the purpose of redeeming Units tendered for
redemption and to dispose of any Shares to pay Trust expenses, subject to
conditions set forth in the Indenture.
The proceeds resulting from the disposition of any Security in the Trust
will be distributed as set forth under "Rights of Unit Holder-Distributions" to
the extent such proceeds are not utilized for the purpose of redeeming Units or
paying Trust expenses.
Resignation
If at any time the Sponsor shall resign under the Indenture or shall fail
to perform or be incapable of performing its duties thereunder or shall become
bankrupt or its affairs are taken over by public authorities, the Indenture
directs the Trustee to either (1) appoint a successor Sponsor or Sponsors (which
may be the Trustee) at rates of compensation deemed reasonable by the Trustee
not exceeding amounts prescribed by the Securities and Exchange Commission, or
(2) terminate the Trust. The Trustee will promptly notify Unit Holders of any
such action.
TRUSTEE
The Trustee is Wilmington Trust Company, a Delaware corporation having its
principal place of business at Rodney Square North, 1100 North Market Street,
Wilmington, DE 19890-0001.
Responsibility
The Trustee, whose duties are ministerial in nature, has not participated
in the selection of the Portfolio Securities. The Trustee shall not be liable
for any default, failure or defect in any Security or for any depreciation
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or loss by reason of any sale of Portfolio Securities, or by reason of the
failure of the Sponsor to give directions to the Trustee.
The Trustee may sell Portfolio Securities designated by the Sponsor, or if
not so directed, in its own discretion, for the purpose of redeeming Units
tendered for redemption. Amounts received by the Trust upon the sale of any
Portfolio Security will be deposited in the Principal Account when received.
For information relating to the responsibilities of the Trustee under the
Indenture, reference is also made to the material set forth under "Rights of
Unit Holders" and "Sponsor - Resignation."
Resignation
By executing an instrument in writing and filing the same with the Sponsor,
the Trustee and any successor may resign. In such an event the Sponsor is
obligated to appoint a successor trustee as soon as possible. If the Trustee
becomes incapable of acting or becomes bankrupt or its affairs are taken over by
public authorities, the Sponsor may remove the Trustee and appoint a successor
as provided in the Indenture. Such resignation or removal shall become effective
upon the acceptance of appointment by the successor trustee. If upon resignation
of a 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 a trustee becomes effective only when the successor trustee accepts
its appointment as such or when a court of competent jurisdiction appoints a
successor trustee. A successor trustee has the same rights and duties as the
original trustee except to the extent, if any, that the Indenture is modified as
permitted by its terms.
Limitations on Liability of Sponsor and Trustee
The Sponsor and the Trustee shall be under no liability to Unit Holders for
taking any action or for refraining from taking any action in good faith
pursuant to the Indenture, or for errors in judgment, but shall be liable only
for their own willful misfeasance, bad faith, gross negligence or reckless
disregard of their obligations and duties. The Trustee shall not be liable for
depreciation or loss incurred by reason of the sale by the Trustee of any of the
Securities. In the event of the failure of the Sponsor to act under the
Indenture, the Trustee may act thereunder and shall not be liable for any action
taken by it in good faith under the Indenture.
The Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Securities or upon the interest thereon or
upon it as Trustee under the Indenture or upon or in respect of the Trust which
the Trustee may be required to pay under any present or future law of the United
States of America or of any other taxing authority having jurisdiction. In
addition, the Indenture contains other customary provisions limiting the
liability of the Trustee.
If the Sponsor shall fail to perform any of its duties under the Indenture
or become incapable of acting or become bankrupt or its affairs are taken over
by public authorities, then the Trustee may (a) appoint a successor Sponsor
(which may be the Trustee) at rates of compensation deemed by the Trustee to be
reasonable and not exceeding amounts prescribed by the SEC, or (b) terminate the
Indenture and liquidate the Trust as provided herein.
EVALUATOR
The Evaluator is Rodney Square Management Corporation with offices located
at 1105 North Market Street, Wilmington, DE 19890-0001.
Limitations on Liability
The Trustee, Sponsor, Administrator and Unit Holders may rely on any
evaluation furnished by the Evaluator and shall have no responsibility for the
accuracy thereof. Determinations by the Evaluator under the
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Indenture shall be made in good faith upon the basis of the best information
available to it; provided, however, that the Evaluator shall be under no
liability to the Trustee, Sponsor, Administrator or Unit Holders for errors in
judgment. The Evaluator shall, however, be liable for its own misfeasance, bad
faith, negligence or reckless disregard of its obligations and duties under the
Indenture.
Responsibility
The Indenture requires the Evaluator to evaluate the Portfolio Securities
on the basis of their closing market price on the last business day of June and
December in each year, on the day on which any Unit is tendered for redemption
and on any other day such evaluation is desired by the Evaluator or is requested
by the Sponsor, or Administrator.
Resignation
The Evaluator may resign or may be removed by the Sponsor, and the Sponsor
is to use its best efforts to appoint a satisfactory successor. Such resignation
or removal shall become effective upon the acceptance of appointment by the
successor Evaluator. If upon resignation of the Evaluator no successor accepts
appointment within thirty days after notice of resignation, the Evaluator may
apply to a court of competent jurisdiction for the appointment of a successor.
ADMINISTRATOR
Rodney Square Management Corporation has entered into an agreement with the
Trustee to provide certain administrative services to the Trust. The
Administrator will coordinate certain general business activities of the Trust
involving third-party service providers, bank financing of the Trust's letter of
credit, prepare reports, establish recordkeeping systems with Trustee,
coordinate filings with regulatory authorities, facilitate maintenance of a
secondary market, provide portfolio trading and clearance for the Trust's
underlying securities and facilitate trading and clearance of the Units. The
Administrator is obligated to exercise care and diligence and to act in good
faith and to use its best efforts in performing services under the Agreement.
The Administrator is not liable for any act or omission which does not
constitute misfeasance, bad faith or negligence or reckless disregard of its
duties under the agreement. Fees payable under the Agreement are the obligation
of the Trustee, not the Trust.
AMENDMENT AND TERMINATION OF THE INDENTURE
Amendment
The Indenture may be amended by the Trustee and the Sponsor without the
consent of Unit Holders (a) to cure any ambiguity or to correct or supplement
any provision thereof which may be defective or inconsistent, (b) to change any
provision thereof as may be required by the Securities and Exchange Commission
or any successor governmental agency, and (c) to make such other provisions as
shall not adversely affect the interest of the Unit Holders; provided that the
Indenture may also be amended by the Sponsor and the Trustee with the consent of
Unit Holders evidencing 51% of the Units at the time outstanding for the
purposes of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of modifying in any manner the rights
of Unit Holders. In no event shall the Indenture be amended so as to increase
the number of Units issuable thereunder except as the result of the additional
deposits of Portfolio Securities, to permit the deposit of Portfolio Securities
after the Date of Deposit except in accordance with the terms and conditions of
the Indenture as initially adopted, to permit any other acquisition of
securities or other property by the Trustee either in addition to or in
substitution for any of the Portfolio Securities on hand in the Trust or to
permit the Trustee to vary the investment of the Unit Holders or to empower the
Trustee to engage in business or to engage in investment activities not
specifically authorized in the Indenture as originally adopted; or so as to
adversely affect the characterization of the
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Trust as a grantor trust for Federal income tax purposes. In the event of any
amendment, the Trustee is obligated to promptly notify all Unit Holders of the
substance of such amendment.
Termination - In Kind Distribution
Any Series of the Trust may be terminated at any time by the written
consent of the holders of 100% of the Units of that Trust. In no event may the
Trust continue beyond the Mandatory Termination Date set forth under "Summary of
Essential Information." In the event of termination, written notice thereof will
be sent by the Trustee to all Unit Holders.
Within a reasonable period after termination, the Trustee will liquidate
the remaining Berkshire shares as the Trustee deems necessary to provide for
Trust fees and expenses, and as may be necessary to liquidate any fractional
shares of Berkshire Hathaway common stock (which may not be distributed in
kind), and further, the Trustee will distribute to each Unit Holder (upon
surrender for cancellation such Unit Holder's Certificate(s) for Units), such
Unit Holder's pro rata share of (i) remaining Portfolio Securities, in kind, to
the extent of the fractional portion of Portfolio Securities allowed to be
transferred on the transfer book of the Trust and (ii) interest in the balances
of other assets of the affected Series specified in the Indenture. The sale of
the Portfolio Securities in the Trust upon termination may result in a lower
amount than might otherwise be realized if such sale were not required at such
time.
Tax Impact of In Kind Distribution Upon Termination
Under the position taken by the Internal Revenue Service in Revenue Ruling
90-7, a distribution by the Trustee to a Unit Holder (or to such Unit Holder's
agent) of such Unit Holder's pro rata share of the Portfolio Securities in kind
upon termination of the Trust will not be a taxable event to the Unit Holder.
Such Unit Holder's basis for shares so distributed will be equal to such Unit
Holder's basis for the same shares (previously represented by such Unit Holder's
Units) prior to such distribution and such Unit Holder's holding period for such
shares will be the shorter of the period during which he held such Unit Holder's
Units and the period for which the Securities were held in the Trust. A Unit
Holder will have a taxable gain or loss, which will be a capital gain or loss
except in the case of a dealer or a financial institution, when the Unit Holder
disposes of such Portfolio Securities in a taxable transfer.
LEGAL OPINIONS
The legality of the Units offered hereby and certain matters relating to
Federal tax law have been passed upon by Stradley, Ronon, Stevens & Young,
Philadelphia, Pennsylvania, as special counsel for the Sponsor. Richards, Layton
& Finger, Wilmington, Delaware will act as counsel for the Trustee and as
special Delaware tax counsel for the Trust.
INDEPENDENT ACCOUNTANTS
The Statement of Net Assets and Schedule of Investments of The Affordable
Access Trust: Series One included in this Prospectus have been so included in
reliance on the report of Coopers & Lybrand LLP, independent accountants, given
on the authority of said firm as experts in accounting and auditing.
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Index to Terms
Page No.
"Berkshire Hathaway Shares"
"Cash Collateral Account"
"Certificates"
"Code"
"Date of Deposit"
"Distributions"
"Early Termination"
"employee"
"Financial Highlights"
"Indenture"
"Independent Accountants"
"Mandatory Termination Date"
"Portfolio Securities"
"Public Offering Price"
"Public Distribution"
"Redemption Price
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Index to Terms (continued)
Page No.
"Schedule of Portfolio Securities"
"Schedule of Investments"
"Secondary Market"
"Shareholder and Fund Expenses"
"Sponsor"
"Trust"
"Trustee"
"Underwriter"
"Unit Holders"
"Units"
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- --------------------------------------------------------------------------------
No Person is authorized to give any information or to make any
representations with respect to this investment company not contained in this
Prospectus; and any information or representation not contained herein must not
be relied upon as having been authorized. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, securities in any state to
any person to whom it is not lawful to make such offer in such state.
- --------------------------------------------------------------------------------
THE AFFORDABLE ACCESS TRUSTSM
Series One
Table of Contents
Page
Summary of Essential Information........................
Independent Auditors' Report............................
Statement of Net Assets ................................
Schedule of Investments.................................
Risk Factor.............................................
The Trust...............................................
Trust Formation................................
Securities Selection...........................
Risk of Investment in Units....................
The Units......................................
Tax Status of the Trust.................................
Retirement Plans........................................
Public Offering of Units................................
Public Offering Price..........................
Public Distribution............................
Secondary Market...............................
Profit of Sponsor..............................
Expenses and Charges....................................
Initial Expenses...............................
Fees...........................................
Other Charges..................................
Rights of Unit Holders..................................
Certificates...................................
Certain Limitations............................
Distributions..................................
Reports and Records............................
Redemption.....................................
Comparison of Public Offering Price and
Redemption Price .....................................
Sponsor ................................................
Responsibility.................................
Resignation....................................
Trustee ................................................
Responsibility.................................
Resignation....................................
Limitations on Liability.......................
Evaluator...............................................
Limitation on Liability........................
Responsibility.................................
Resignation....................................
Administrator...........................................
Amendment and Termination of the Indenture..............
Amendment......................................
Termination-In Kind Distribution...............
Tax Impact of In Kind Distribution upon
Termination ..................................
Legal Opinions..........................................
Independent Accountants.................................
Trustee
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PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
UNDERTAKING TO FILE REPORTS
Item A -- Subject to the terms and conditions of Section 15(d) of the
Securities Exchange Act of 1934, the undersigned Registrant hereby
undertakes to file with the Securities and Exchange Commission such
supplementary and periodic information, documents, and reports as may
be prescribed by any rule or regulation of the Commission heretofore
or hereafter duly adopted pursuant to authority conferred in that
section.
CONTENTS OF REGISTRATION STATEMENT
Item B -- Bonding Arrangement
[ ]
Item C -- Contents of Registration Statement
This Registration Statement on form S-6 comprises the
following papers and documents:
The cross-reference sheet.
The Prospectus consisting of ___ pages.
Signatures.
Written consents of the following persons:
Stradley, Ronon, Stevens & Young (included in Exhibit 2).
Independent Accountants
The following Exhibits (1(A), 1(B) and 1(C) correspond in sequence to
Registrant's Form N-8B-2 Exhibits):
*1(A)(1) Trust Indenture and Agreement and Reference Trust Agreement.
1(A)(2) Not applicable.
*1(A)(3) Distributing contracts.
1(A)(4) Not applicable.
*1(A)(5) Specimen Security included in Exhibit 1(A)(1)
1(A)(6) Certificate of Limited Partnership of Five Sigma Investment
Partners, L.P.
1(A)(7) Not applicable.
1(A)(8) Not applicable.
1(A)(9) Not applicable.
1(A)(10) Not applicable.
1(B) Not applicable.
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1(C) Not applicable.
*2 Opinion of counsel as to the legality of the securities being
registered.
*3 Financial Statements.
4 Not applicable.
5 Not applicable.
6 Information as to Officers and Directors of the Underwriter is
incorporated by reference to Schedules A and D of Form BD filed by
the Underwriter pursuant to Rules 15b-1 and 15b3-1 under the
Securities Exchange Act of 1934 (1934 Act File No. 8-37006).
7 Not Applicable.
*8 Broker's Blanket policies, Standard Form No. 14 in the aggregate
amount of $ ______________.
9 Not Applicable.
*10 Consent of Independent Accountants.
*11 Powers of Attorney executed by General Partner of the Sponsor.
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* To be filed by Amendment
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
THE AFFORDABLE ACCESS TRUST: Series One has duly caused this Registration
Statement to be signed on its behalf by the undesigned thereunto duly
authorized, in the city of Bala Cynwyd, and Commonwealth of Pennsylvania on the
16th day of November, 1995.
THE AFFORDABLE ACCESS TRUST
(Registrant)
By: FIVE SIGMA INVESTMENT PARTNERS, L.P.
(Sponsor/Depositor)
By: Rexford Investment Advisors, L.P.,
general partner of Sponsor
By: STF Advisors, Inc.,
general partner
By: /s/ Samuel P. Katz
Samuel P. Katz,
President
By: Ford Ventures, Inc.,
general partner of Sponsor
By: /s/ Michael F. Ford
Michael F. Ford
President
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EXHIBIT INDEX
Exhibit No. Exhibit Page No.
1(A)(6) Certificate of Limited Partnership
of Five Sigma Investment Investment Partners, L.P.
