Registration No. 333-22615
1940 Act No. 811-2541
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3 to Form S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES
OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
A. Exact name of trust:
THE FIRST TRUST COMBINED SERIES 272
B. Name of depositor:
NIKE SECURITIES L.P.
C. Complete address of depositor's principal executive offices:
1001 Warrenville Road
Lisle, Illinois 60532
D. Name and complete address of agents for service:
Copy to:
JAMES A. BOWEN ERIC F. FESS
c/o Nike Securities L.P. c/o Chapman and Cutler
1001 Warrenville Road 111 West Monroe Street
Lisle, Illinois 60532 Chicago, Illinois 60603
E. Title of Securities Being Registered:
An indefinite number of Units pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as
amended
F. Approximate date of proposed sale to public:
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 at 2:00 p.m. pursuant to
Rule 487.
________________________________
Michigan Municipal Tax-Free Value Portfolio, Investment Grade Series 34
The First Trust (registered trademark) Combined Series 272
The First Trust Combined Series 272 ("Series 272") is a series of a unit
investment trust, The First Trust Combined Series. Michigan Municipal
Tax-Free Value Portfolio, Investment Grade Series 34 ("Series 34" or the
"Trust") is a separate portfolio or series of Series 272 consisting of a
portfolio of tax-exempt municipal bonds. Series 34 seeks to provide
investors with income exempt from federal and Michigan income tax and to
preserve capital.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
First Trust (registered trademark)
1-800-621-9533
The date of this prospectus is September 29, 1999
Page 1
Table of Contents
Summary of Essential Information 3
Fee Table 4
Report of Independent Auditors 5
Statement of Net Assets 6
Schedule of Investments 7
The First Trust Combined Series 9
Portfolio 9
Risk Factors 10
Return Figures 12
Public Offering 12
Distribution of Units 14
The Sponsor's Profits 15
The Secondary Market 15
How We Purchase Units 15
Expenses and Charges 15
Tax Status 16
Rights of Unit Holders 19
Interest and Principal Distributions 19
Redeeming Your Units 20
Removing Bonds from the Trust 21
Amending or Terminating the Indenture 22
Description of Bond Ratings 23
Information on the Sponsor, Trustee and Evaluator 25
Other Information 25
Page 2
Summary of Essential Information
Michigan Municipal Tax-Free Value Portfolio, Investment Grade Series 34
The First Trust Combined Series 272
At the Opening of Business on the
Initial Date of Deposit of the Bonds-September 29, 1999
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Evaluator: Securities Evaluation Service, Inc.
<TABLE>
<CAPTION>
<S> <C>
Initial Number of Units 153,000
Fractional Undivided Interest in the Trust per Unit 1/153,000
Principal Amount (Par Value) of Bonds per Unit (1) $ 10.0000
Public Offering Price:
Aggregate Offering Price Evaluation of Bonds per Unit $ 9.5633
Maximum Sales Charge of 3.90% of the Public Offering Price per Unit
(4.058% of the net amount invested) $ .3881
Public Offering Price per Unit (2) $ 9.9514
Sponsor's Initial Repurchase Price per Unit $ 9.5633
Redemption Price per Unit (based on aggregate bid side value of Bonds) $ 9.5258
First Settlement Date October 4, 1999
Mandatory Termination Date (3) December 31, 2029
</TABLE>
<TABLE>
<CAPTION>
Monthly Semi-Annual
Distribution Option Distribution Option
___________________ ___________________
<S> <C> <C>
Distributions (4):
Estimated Net Annual Interest Income per Unit $ .5257 $ .5307
Initial Distribution per Unit (October 31, 1999) $ .0161 $ .0162
Partial Distribution per Unit (December 31, 1999) N.A. $ .0885
Estimated Regular Distribution per Unit $ .0438 $ .2654
Estimated Current Return (5) 5.28% 5.33%
Estimated Long-Term Return (5) 5.35% 5.40%
CUSIP 3371M5 569 3371M5 577
Security Code 57418 57419
____________
<FN>
NOTES TO SUMMARY OF ESSENTIAL INFORMATION
(1) Because certain of the Bonds may, in certain circumstances, be sold,
redeemed or mature in accordance with their terms, we cannot guarantee
that the Unit value at the Mandatory Termination Date will be equal to
the Principal Amount (Par Value) of Bonds per Unit stated above.
(2) The Public Offering Price shown above reflects the value of the
Bonds on the business day prior to the Initial Date of Deposit.
Evaluations for purposes of sale, purchase or redemption of Units are
made as of the close of trading (generally 4:00 p.m. Eastern time) on
the New York Stock Exchange ("NYSE") on each day on which it is open
(the "Evaluation Time"). No investor will purchase Units at this price.
The price you pay for your Units will be based on their valuation at the
Evaluation Time on the date you purchase your Units. On the Initial Date
of Deposit the Public Offering Price per Unit will not include any net
interest accrued on the Units. After this date, a pro rata share of any
net interest accrued on the Units will be included. See "Fee Table" and
"Public Offering."
(3) See "Amending or Terminating the Indenture."
(4) You may elect to receive income distributions monthly or semi-
annually. You will receive distributions on the last business day of a
payment month ("Distribution Date") if you own your Units on the
fifteenth day of such month ("Distribution Record Date"). Estimated
Regular Distributions were calculated by dividing the Estimated Net
Annual Interest Income per Unit by twelve or two for monthly and semi-
annual distributions, respectively. Regardless of your distribution
election, if you own Units on October 15, 1999 you will receive the
Initial Distribution per Unit. In addition, if you elect to receive semi-
annual distributions and own your Units on December 15, 1999 you will
receive the Partial Distribution per Unit. Both the Initial and Partial
Distribution per Unit differ from Estimated Regular Distributions
because they do not represent a full month or six-month period.
Estimated Regular Distributions will occur monthly beginning in
November, 1999 for monthly Unit holders and will occur each June and
December, beginning in June, 2000 for semi-annual Unit holders. Actual
distributions will vary from that set forth above with changes in the
Trust's fees and expenses and with the sale, redemption or maturity of
the Bonds. Distributions from the Principal Account will be made in
December of each year and also in any month in which the amount
available for distribution equals at least $1.00 per 100 Units. See
"Expenses and Charges" and "Interest and Principal Distributions."
(5) Estimated Current Return equals the estimated annual interest income
to be received from the Bonds in the Trust less estimated annual Trust
expenses, divided by the Public Offering Price per Unit (which includes
the Maximum Sales Charge). Estimated Long-Term Return is a measure of
the estimated return over the estimated life of the Trust. Unlike
Estimated Current Return, Estimated Long-Term Return reflects
maturities, discounts and premiums of the Bonds in the Trust. See
"Return Figures" for further information regarding the calculation of
these figures.
</FN>
</TABLE>
Page 3
Fee Table
This Fee Table describes the fees and expenses that you may, directly or
indirectly, pay if you buy and hold Units of the Trust and receive
distributions either monthly or semi-annually. See "Public Offering" and
"Expenses and Charges." Although the Trust is a unit investment trust
rather than a mutual fund, this information allows you to compare fees.
<TABLE>
<CAPTION>
Monthly Semi-Annual
Distribution Option Distribution Option
___________________ ___________________
<S> <C> <C> <C> <C>
Amount Amount
per Unit per Unit
________ ________
Unit Holder Transaction Expenses
(as a percentage of public offering price)
Maximum sales charge imposed on purchase 3.90% $.3881 3.90% $.3881
======== ======== ======== ========
Estimated Annual Trust Operating Expenses
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative
and evaluation fees .080% $.0079 .080% $.0079
Trustee's fee and other operating expenses .188%(a) .0184 .137%(a) .0134
________ ________ ________ ________
Total .268% $.0263 .217% $.0213
======== ======== ======== ========
</TABLE>
Example
This example is intended to help you compare the cost of investing in
the Trust with the cost of investing in other investment products. The
example assumes that you invest $10,000 in the Trust for the periods
shown and sell all your Units at the end of those periods. The example
also assumes a 5% return on your investment each year and that the
Trust's operating expenses stay the same. Although your actual costs may
vary, based on these assumptions your costs under each distribution
option would be:
<TABLE>
<CAPTION>
Monthly Semi-Annual
Distribution Option Distribution Option
___________________ ___________________
<S> <C> <C>
1 Year $ 417 $ 412
3 Years $ 472 $ 457
5 Years $ 533 $ 506
10 Years $ 712 $ 651
The example will not differ if you hold rather than sell your Units at
the end of each period.
____________
<FN>
(a) Other operating expenses include the costs incurred by the Trust for
annually updating the Trust's registration statement. Historically, we
paid these costs. In certain circumstances the Trust may incur
additional expenses not set forth above. See "Expenses and Charges."
</FN>
</TABLE>
Page 4
Report of Independent Auditors
The Sponsor, Nike Securities L.P., and Unit Holders
The First Trust Combined Series 272
We have audited the accompanying statement of net assets, including the
schedule of investments, of The First Trust Combined Series 272,
comprised of Michigan Municipal Tax-Free Value Portfolio, Investment
Grade Series 34, as of the opening of business on September 29, 1999.
This statement of net assets is the responsibility of the Trust's
Sponsor. Our responsibility is to express an opinion on this statement
of net assets based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement of net assets is
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the statement
of net assets. Our procedures included confirmation of the letter of
credit held by the Trustee and deposited in the Trust on September 29,
1999. An audit also includes assessing the accounting principles used
and significant estimates made by the Sponsor, as well as evaluating the
overall presentation of the statement of net assets. We believe that our
audit of the statement of net assets provides a reasonable basis for our
opinion.
In our opinion, the statement of net assets referred to above presents
fairly, in all material respects, the financial position of The First
Trust Combined Series 272, comprised of Michigan Municipal Tax-Free
Value Portfolio, Investment Grade Series 34, at the opening of business
on September 29, 1999 in conformity with generally accepted accounting
principles.
ERNST & YOUNG LLP
Chicago, Illinois
September 29, 1999
Page 5
Statement of Net Assets
The First Trust Combined Series 272
At the Opening of Business on the
Initial Date of Deposit-September 29, 1999
<TABLE>
<CAPTION>
<S> <C>
NET ASSETS
Investment in municipal Bonds represented by purchase contracts (1)(2) $1,463,190
Accrued interest on underlying Bonds (2)(3) 25,509
__________
$1,488,699
Less distributions payable (3) (25,509)
__________
Net assets $1,463,190
==========
Units outstanding 153,000
ANALYSIS OF NET ASSETS
Cost to investors (4) $1,522,570
Less maximum sales charge (4) (59,380)
__________
Net assets $1,463,190
==========
_____________
<FN>
NOTES TO STATEMENT OF NET ASSETS
(1) Aggregate cost of the Bonds listed under "Schedule of Investments"
for the Trust is based on their aggregate underlying value.
(2) An irrevocable letter of credit issued by The Chase Manhattan Bank,
of which $1,500,000 will be allocated to the Trust, has been deposited
with the Trustee as collateral, covering the monies necessary for the
purchase of the Bonds according to their purchase contracts
($1,463,190), accrued interest to the Initial Date of Deposit ($25,509)
and accrued interest from the Initial Date of Deposit to the expected
dates of delivery of the Bonds ($294).
(3) The Trustee will advance to the Trust the amount of net interest
accrued to the First Settlement Date which will be distributed to us as
Unit holder of record.
(4) The aggregate cost to investors in the Trust includes a maximum
sales charge computed at the rate of 3.90% of the Public Offering Price
per Unit (equivalent to 4.058% of the net amount invested), assuming no
reduction of sales charge as set forth under "Public Offering."
</FN>
</TABLE>
Page 6
Schedule of Investments
Michigan Municipal Tax-Free Value Portfolio, Investment Grade Series 34
The First Trust Combined Series 272
At the Opening of Business on the
Initial Date of Deposit-September 29, 1999
<TABLE>
<CAPTION>
Aggregate Issue Represented by Sponsor's Redemption Cost of Bonds
Principal Contracts to Purchase Bonds (1) Rating (3) Provisions (4) to the Trust (2)
__________ _________________________________________ __________ ____________ ________________
<C> <S> <C> <C> <C>
$ 250,000 The Economic Development Corporation of the Charter A 2009 @ 101 $ 222,290
Township of Grand Rapids, Limited Obligation Revenue 2020 @ 100 S.F.
(Porter Hills Obligated Group-Cook Valley Estates Project),
Series 1999, 5.45%, Due 07/01/2029
100,000 + Michigan State Hospital Finance Authority, AA- 2006 @ 102 92,447
Hospital Revenue and Refunding (Henry Ford Health System), 2018 @ 100 S.F.
Series 1995A, 5.25%, Due 11/15/2020
150,000 +#Michigan State Hospital Finance Authority, AA- 2006 @ 102 148,031
Hospital Revenue and Refunding (Henry Ford Health System), 2021 @ 100 S.F.
Series 1995A, 5.25%, Due 11/15/2025
250,000 Michigan State Hospital Finance Authority, Hospital Revenue AAA 2006 @ 102 250,917
(Sparrow Obligated Group), Series 1996 (MBIA Insured), 2017 @ 100 S.F.
5.90%, Due 11/15/2026
180,000 +*Michigan State Hospital Finance Authority, Revenue Refunding AA- 2007 @ 101 171,864
(Mercy Health Services Obligated Group), 1997 Series S, 2017 @ 100 S.F.
5.50%, Due 08/15/2020
250,000 Michigan Strategic Fund, Limited Obligation Revenue, Aa3(5) 2007 @ 101 247,723
Series 1997A (NSF International Project), 2012 @ 100 S.F.
5.75%, Due 08/01/2019
200,000 Oakridge Public Schools, Counties of Muskegon and Newaygo, AAA 2008 @ 100 181,904
State of Michigan, 1998 School Building and Site 2024 @ 100 S.F.
(General Obligation-Unlimited Tax) (FSA Insured),
5.125%, Due 05/01/2028
150,000 Board of Control of Saginaw Valley State University (Michigan), Aaa (5) 2009 @ 100 148,014
General Revenue, Series 1999 (AMBAC Insured), 2020 @ 100 S.F.
5.625%, Due 07/01/2024
__________ __________
$1,530,000 $1,463,190
========== ==========
__________
<FN>
+ These Bonds were issued at an original issue discount on the
following dates and at the following percentages of their original
principal amount:
Date %
_____ _______
Michigan State Hospital Finance Authority (Henry Ford Health System):
Due 11/15/2020 12/1/95 94.304%
Due 11/15/2025 12/1/95 93.572%
Michigan State Hospital Finance Authority (Mercy Health Services
Obligated Group) 4/15/97 93.767%
# These Bonds are of the same issue as another Bond in the Trust.
* Sponsor's contracts for the purchase of these Bonds (approximately
12% of the aggregate principal amount of the Bonds in the Trust) are
delayed delivery Bonds and are expected to be settled on or before
October 5, 1999.
(1) All Bonds are represented by regular way contracts to purchase such
Bonds which are backed by an irrevocable letter of credit deposited with
Page 7
the Trustee. We entered into purchase contacts for the Bonds during the
period of September 20, 1999 through September 27, 1999 and we expect
that they will all settle on or prior to October 4, 1999, unless
otherwise indicated. For industry concentrations of the Bonds in the
Trust, see page 10.
(2) The cost of the Bonds to the Trust represents the aggregate
underlying value with respect to the Bonds acquired (generally
determined by the aggregate offering price of the Bonds at the
Evaluation Time on the business day before the Initial Date of Deposit).
The evaluation of the Bonds has been determined by the Evaluator,
certain shareholders of which are officers of the Sponsor. The cost of
the Bonds to us and our profit (which is the difference between the cost
of the Bonds to us and the cost of the Bonds to the Trust) are
$1,451,151 and $12,039, respectively.
In addition, the aggregate bid price of the Bonds at the Evaluation
Time on the business day before the Initial Date of Deposit and the
annual interest income to the Trust were $1,457,452 and $84,463,
respectively.
(3) All ratings are by Standard & Poor's unless otherwise indicated and
have been obtained from a municipal bond information reporting service.
Certain of the Bonds in the Trust are insured (as noted in the
description of the issue). The insurance guarantees the timely payment
of principal and interest on the Bonds, but does not guarantee the
market value of the Bonds or of the Units. As a result of this
insurance, these Bonds have received a "AAA" rating. Insurance, however,
does not cover certain market risks associated with fixed income
securities such as accelerated payments of principal, mandatory
redemptions prior to maturity or interest rate risks.
(4) Certain Bonds may be redeemed before their stated maturity. This
column shows when a Bond is initially redeemable and the redemption
price for that year. Bonds are redeemable at declining prices (but not
below par value) in subsequent years. S.F. indicates a sinking fund is
established with respect to an issue of Bonds. In addition, certain
Bonds may also be redeemed in whole or in part other than by operation
of the stated redemption or sinking fund provisions under certain
circumstance detailed in the instruments creating them. Such redemption
provisions may result in a redemption price less than the value of the
Bonds on the Initial Date of Deposit. Redemption pursuant to call
provisions generally will occur, and redemption pursuant to sinking fund
provisions may occur, at times when the redeemed Bonds have an offering
side valuation which represents a premium over par. To the extent that
Bonds were deposited in the Trust at a price higher than the price at
which they are redeemed, this will represent a loss of capital when
compared with the original Public Offering Price of the Units.
Distributions will generally be reduced by the amount of the income
which would otherwise have been paid with respect to redeemed Bonds and
Unit holders will receive a distribution of the principal amount and any
premium received on such redemption (except to the extent the proceeds
of the redeemed Bonds are used to pay for Unit redemptions). Estimated
Current Return and Estimated Long-Term Return may also be affected by
such redemptions.
(5) Ratings by Moody's Investor Service, Inc. Such ratings were obtained
from a municipal bond information reporting service.
</FN>
</TABLE>
Page 8
The First Trust Combined Series
The First Trust Combined Series Defined.
We, Nike Securities L.P. (the "Sponsor"), have created several similar
yet separate series of a unit investment trust which we have named The
First Trust Combined Series. We designate each of these series of The
First Trust Combined Series with a different series number. Michigan
Municipal Tax-Free Value Portfolio, Investment Grade Series 34 is a
separate portfolio or series of Series 272 consisting of a portfolio of
tax-exempt municipal bonds ("Bonds").
YOU MAY GET MORE SPECIFIC DETAILS ON SOME OF THE INFORMATION IN THIS
PROSPECTUS IN AN "INFORMATION SUPPLEMENT" BY CALLING THE TRUSTEE AT 1-
800-682-7520.
Mandatory Termination Date.
The Trust will terminate upon the redemption, sale or other disposition
of the last Bond held in the Trust, but in no case later than the
Mandatory Termination Date set forth in "Summary of Essential
Information." The Trust was created under the laws of the State of New
York by a Trust Agreement (the "Indenture") dated the Initial Date of
Deposit. This agreement, entered into between Nike Securities L.P., as
Sponsor, The Chase Manhattan Bank as Trustee, First Trust Advisors L.P.
as Portfolio Supervisor and Securities Evaluation Service, Inc. as
Evaluator, governs the operation of the Trust.
How We Created the Trust.
On the Initial Date of Deposit, we deposited the Bonds with the Trustee
and in turn, the Trustee delivered documents to us representing our
ownership of the Trust, in the form of units ("Units").
With our deposit of Bonds on the Initial Date of Deposit we established
a percentage relationship among the Bonds in the Trust's portfolio.
After the Initial Date of Deposit, we may deposit additional Bonds in
the Trust to create new Units for sale. If we create additional Units,
we will attempt, to the extent practicable, to maintain the original
percentage relationship established among the Bonds on the Initial Date
of Deposit, and not the actual percentage relationship existing on the
day we are creating Units, since the two may differ. This difference may
be due to the sale, redemption or liquidation of any of the Bonds.
Since the prices of the Bonds will fluctuate daily, the ratio of Bonds
in the Trust, on a market value basis, will also change daily. The
portion of Bonds represented by each Unit will not change as a result of
the deposit of additional Bonds in the Trust.
We cannot guarantee that the Trust will keep its present size and
composition for any length of time. Bonds may periodically be sold under
certain circumstances, and the proceeds from these sales will be used to
meet Trust obligations or distributed to Unit holders, but will not be
reinvested. However, Bonds will not be sold to take advantage of market
fluctuations or changes in anticipated rates of appreciation or
depreciation, or if they no longer meet the criteria by which they were
selected. You will not be able to dispose of or vote any of the Bonds in
the Trust.
Neither we nor the Trustee will be liable for a failure in any of the
Bonds. However, if a contract for the purchase of any of the Bonds
initially deposited in the Trust fails, unless we can purchase
substitute Bonds ("Replacement Bonds"), we will refund to you that
portion of the purchase price and sales charge resulting from the failed
contract on the next Distribution Date. Any Replacement Bond the Trust
acquires will have substantially similar attributes as those from the
failed contract.
Portfolio
Objectives.
The municipal bond market may not be the lead story on the nightly
business news, but owning tax-free bonds in this low inflation
environment could add value to your investment portfolio.
With the U.S. economy now in its ninth year of expansion and many
investors having profited from a strong stock market, we feel it might
be prudent for some investors to consider reallocating a portion of
their investment capital from stocks into the municipal bond market. For
others, tax-free income may be reason enough to invest.
The objective of the Trust is to distribute income that is exempt from
federal and Michigan state income taxes and to preserve capital.
Inflation Adjusted Return. Michigan tax-free municipal bonds are
attractive for more than just their taxable equivalent yields. They are
also attractive on an inflation adjusted return basis. As you know,
Page 9
inflation has been low over the past few years. Low inflation is
positive for bond investors because it increases the buying power of the
income stream earned on bonds and helps stabilize bond prices.
Rates Are Competitive. Whether you are in need of rebalancing your
portfolio or simply in need of current income, tax-free municipal bonds
look attractive. Compare the Trust to taxable bonds, stocks or any other
securities you may be considering. Depending on your particular tax
bracket, the Michigan Tax-Free Value Portfolio may be a suitable choice.
The Trust has an expected life of 25 years. A diversified portfolio
helps to offset the risks normally associated with such an investment,
although it does not eliminate them entirely. Of course, as with any
similar investment, there can be no guarantee that the objective of the
Trust will be achieved. See "Risk Factors" for a discussion of the risks
of investing in the Trust.
Bond Selection.
Each Bond selected for the Trust has been carefully analyzed by our
municipal bond specialists. The First Trust team of professionals seeks
to provide Michigan residents with the kind of diversification,
expertise and value that they are unlikely to replicate on their own. We
considered the following factors, among others, in selecting the Bonds
for the Trust:
- - The price of the Bonds relative to other issues of similar quality
and maturity;
- - The present rating and credit quality of the issuer of the Bond and
potential for improvement;
- - The diversification of the Bonds;
- - The income to the Trust;
- - Whether the Bonds were issued after July 18, 1984; and
- - The stated maturity of the Bonds.
The following factors support our positive outlook for the Michigan
municipal bonds selected for the Trust:
- - On a taxable equivalent yield basis, the yields available in the
municipal market are currently attractive relative to taxable bonds for
individuals who are in the combined federal and state 34% tax bracket
and higher.
- - The strong U.S. economy has made a positive impact on municipal
revenues generated from taxes and services. Increased revenues can
enhance the credit-worthiness of the issuers as well as boost the
confidence of investors.
- - Michigan municipalities that issued bonds in the 1990s have saved
millions of dollars in interest payments due to declining rates. By
reducing their cost of capital, issuers should be better able to meet
their obligations.
- - The supply of new Michigan municipal bonds coming to market has been
declining in recent years. Less supply can help support bond prices over
time.
The Trust consists of municipal bonds of the following types:
Portfolio
Purpose of Issue Percentage
________________ __________
General Obligation 13.07%
Healthcare 60.79%
University and School 9.80%
Miscellaneous 16.34%
As of the Initial Date of Deposit, all of the Bonds were rated at least
"A" or better by Moody's Investors Service, Inc. ("Moody's") or Standard
& Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.
("Standard & Poor's"). See "Description of Bond Ratings." After the
Initial Date of Deposit, a Bond's rating may be lowered or the Bond may
no longer be rated. This would not immediately cause the Bond to be
removed from the Trust, but may be considered by us in determining
whether to direct the Trustee to dispose of such Bond. See "Removing
Bonds from the Trust."
Risk Factors
Interest Rate Risk. The value of the municipal bonds in which the Trust
invests will decline with increases in interest rates, not only because
increases in rates generally decrease values, but also because increased
rates may indicate an economic slowdown.
Credit Risk. Credit risk is the risk that an issuer of a bond or an
insurer is unable to meet its obligation to make interest and principal
payments. The value of the Bonds will fluctuate with changes in
investors' perceptions of an issuer's financial condition, general
economic conditions or the general conditions of the municipal bond
market, with changes in inflation rates or when political or economic
events affecting the issuers occur.
Page 10
Because the Trust is not managed, the Trustee will not sell Bonds in
response to or in anticipation of market fluctuations, as is common in
managed investments. As with any investment, we cannot guarantee that
the performance of the Trust will be positive over any period of time or
that you won't lose money. Units of the Trust are not deposits of any
bank and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
Interest. There is no guarantee that the issuers of the Bonds will be
able to satisfy their interest payment obligations to the Trust over the
life of the Trust.
Municipal Bonds. The Trust invests in tax-exempt municipal bonds.
Municipal bonds are debt obligations issued by states or political
subdivisions or authorities of states. Municipal bonds are typically
designated as either general obligation bonds or revenue bonds. The
Trust will invest in both general obligation and revenue bonds. General
obligation bonds are general obligations of a governmental entity that
are backed by the taxing power of such entity. Revenue bonds are payable
from the income of a specific project or authority and are not supported
by the issuer's power to levy taxes. For instance, the Trust is
considered to be concentrated in healthcare revenue bonds which are
obligations of issuers whose revenues are derived from services provided
by hospitals or other health care facilities. Revenues from these
issuers are subject to certain risks including increased governmental
regulation, fluctuating occupancy levels and increased competition.
Municipal bonds are long-term fixed rate debt obligations that generally
decline in value with increases in interest rates, when an issuer's
financial condition worsens or when the rating on a bond is decreased.
Many municipal bonds may be called or redeemed prior to their stated
maturity, an event which is more likely to occur when interest rates
fall. In such an occurrence, you may not be able to reinvest the money
you receive in a similar investment with as high a yield or as long a
maturity.
Many municipal bonds are subject to continuing requirements as to the
actual use of the bond proceeds or manner of operation of the project
financed from bond proceeds that may affect the exemption of interest on
such bonds from federal income taxation. The market for municipal bonds
is generally less liquid than for other securities and therefore the
price of municipal bonds may be more volatile and subject to greater
price fluctuations than securities with greater liquidity. In addition,
an issuer's ability to make income distributions generally depends on
several factors including the financial condition of the issuer and
general economic conditions. Any of these factors may negatively impact
the price of municipal bonds held by the Trust and would therefore
impact the price of both the Bonds and the Units.
Alternative Minimum Tax. While distributions of interest from the Trust
are generally exempt from federal income taxes, a portion of such
interest from certain revenue bonds held by the Trust may be taken into
account in computing the alternative minimum tax.
Legislation/Litigation. From time to time, various legislative
initiatives are proposed which may have a negative impact on the prices
of certain of the municipal bonds represented in the Trust. In addition,
litigation regarding any of the issuers of the municipal bonds, such as
litigation affecting the validity of certain municipal bonds or the tax-
free nature of the interest thereon, may negatively impact the prices of
these Bonds. While we are unaware of any current legislation or
litigation which could adversely affect the Bonds or their issuers, we
cannot predict what impact any future legislation or litigation will
have on the prices of the Bonds or of the issuers.
Year 2000 Problem. Many computer systems were not designed to properly
process information and data involving dates of January 1, 2000 and
thereafter. This is commonly known as the "Year 2000 Problem." We do not
expect that any of the computer system changes necessary to prepare for
January 1, 2000 will cause any major operational difficulties for the
Trust. However, we are unable to predict what impact the Year 2000
Problem will have on any of the issuers of the Bonds. You should note
that issuers of municipal bonds may have greater Year 2000 complications
than other issuers.
Michigan. The financial condition of the State of Michigan is affected
by various national, economic, social and environmental policies and
conditions. Additionally, constitutional and statutory limitations
imposed on the State and its local governments concerning taxes, bond
indebtedness and other matters may constrain the revenue-generating
Page 11
capacity of the State and its local governments and, therefore, the
ability of the issuers of the Bonds to satisfy their obligations. The
State's constitution limits the amount of total State revenues that may
be raised from taxes and other sources. State revenues raised from taxes
and other sources (excluding federal aid and revenues used for payment
of principal of and interest on general obligation bonds) in any fiscal
year are limited to a specified percentage of State personal income in
the prior calendar year or the average thereof in the prior three
calendar years, whichever is greater. The State may raise taxes in
excess of the limit in emergency situations.
The economic vitality of the State and its various regions and,
therefore, the ability of the State and its local governments to satisfy
payment obligations on the Bonds, are affected by numerous factors. The
economy of the State continues to be dependent on manufacturing, tourism
and agriculture. These sectors tend to be cyclical and are facing
increasing competition from foreign producers.
The State is a party to numerous lawsuits in which an adverse final
decision could materially affect the State's governmental operations and
consequently its ability to pay debt service on its obligations.
In January 1998, Standard & Poor's raised its rating on the State's
general obligation bonds to "AA+." In March of 1998, Moody's raised its
rating on the State's general obligation bonds to "Aa1." In April 1998,
Fitch IBCA,. Inc. raised its rating on the State's general obligation
bonds to "AA+."
Return Figures
The Current and Long-Term Returns set forth in the "Summary of Essential
Information" are estimates and are designed to be comparative rather
than predictive. We cannot predict your actual return, which will vary
with unit price, how long you hold your investment and with changes in
the portfolio, interest income and expenses. In addition, neither rate
reflects the true return you will receive, which will be lower, because
neither includes the effect of certain delays in distributions.
Estimated Current Return equals the estimated annual interest income to
be received from the Bonds in the Trust less estimated annual Trust
expenses, divided by the Public Offering Price per Unit (which includes
the maximum sales charge). Estimated Long-Term Return is a measure of
the estimated return over the estimated life of the Trust and is
calculated using a formula which (1) factors in the market values,
yields (which take into account the amortization of premiums and the
accretion of discounts) and estimated retirements of the Bonds, and (2)
takes into account a compounding factor, the sales charge and expenses.
Unlike Estimated Current Return, Estimated Long-Term Return reflects
maturities, discounts and premiums of the Bonds in the Trust. It is an
average of the yields to maturity (or in certain cases, to an earlier
call date) of the individual Bonds in the Trust, adjusted to reflect the
Trust's maximum sales charge and estimated expenses. We calculate the
average yield for the Trust by weighting each Bond's yield by its market
value and the time remaining to the call or maturity date.
Yields on individual bonds depend on many factors including general
conditions of the bond markets, the size of a particular offering and
the maturity and quality rating of the particular issues. Yields can
vary among bonds with similar maturities, coupons and ratings.
Public Offering
The Public Offering Price.
You may buy Units at the Public Offering Price, the price per Unit of
which is comprised of the following:
- - The aggregate underlying value of the Bonds;
- - The amount of any cash in the Interest and Principal Accounts of the
Trust;
- - Net interest accrued but unpaid on the Units after the First
Settlement Date to the date of settlement; and
- - The sales charge.
The price you pay for your Units will differ from the amount stated
under "Summary of Essential Information" due to various factors,
including fluctuations in the prices of the Bonds, changes in the value
of the Interest and/or Principal Accounts and the accrual of interest on
the Bonds.
Although you are not required to pay for your Units until three business
days following your order (the "date of settlement"), you may pay before
then. You will become the owner of Units ("Record Owner") on the date of
Page 12
settlement if payment has been received. If you pay for your Units
before the date of settlement, we may use your payment during this time
and it may be considered a benefit to us, subject to the limitations of
the Securities Exchange Act of 1934.
Accrued Interest.
Accrued interest represents unpaid interest on a bond from the last day
it paid interest. Interest on the Bonds generally is paid semiannually,
although the Trust accrues such interest daily. Because the Trust always
has an amount of interest earned but not yet collected, the Public
Offering Price of Units will have added to it the proportionate share of
accrued interest to the date of settlement. You will receive the amount,
if any, of accrued interest you paid for on the next distribution date.
In addition, if you sell or redeem your Units you will be entitled to
receive your proportionate share of accrued interest from the purchaser
of your Units.
Minimum Purchase.
The minimum amount you can purchase of the Trust is $1,000 worth of Units.
Sales Charges.
Initial Offering Period. The maximum sales charge during the initial
offering period equals 3.90% of the Public Offering Price (equivalent to
4.058% of the net amount invested).
Secondary Market. The maximum sales charge during the secondary market
is determined based upon the number of years remaining to the maturity
of each Bond in the Trust, but in no event will the secondary market
sales charge exceed 5.80% of the Public Offering Price (equivalent to
6.157% of the net amount invested). For purposes of computation, Bonds
will be deemed to mature either on their expressed maturity dates, or an
earlier date if: (a) they have been called for redemption or funds have
been placed in escrow to redeem them on an earlier call date; or (b)
such Bonds are subject to a "mandatory tender." The effect of this
method of sales charge computation will be that different sales charge
rates will be applied to each of the Bonds, in accordance with the
following schedule:
Secondary
Market
Years to Maturity Sales Charge
_________________ ____________
Less than 1 1.00%
1 but less than 2 1.50%
2 but less than 3 2.00%
3 but less than 4 2.50%
4 but less than 5 3.00%
5 but less than 6 3.50%
6 but less than 7 4.00%
7 but less than 8 4.50%
8 but less than 9 5.00%
9 but less than 10 5.50%
10 or more 5.80%
Discounts for Certain Persons.
If you invest at least $100,000 (except if you are purchasing for a
"wrap fee account" as described below), the maximum sales charge is
reduced, as follows:
Your maximum The Dealer's
If you invest sales charge Concession
(in thousands):* will be: will be:
______________ ____________ ____________
$100 but less than $250 3.75% 2.60%
$250 but less than $500 3.65% 2.55%
$500 but less than $1,000 3.40% 2.45%
$1,000 or more 2.65% 1.70%
* Breakpoint sales charges are also applied on a Unit basis utilizing a
breakpoint equivalent in the above table of $10 per Unit and will be
applied on whichever basis is more favorable to the investor. The
breakpoints will be adjusted to take into consideration purchase orders
stated in dollars which cannot be completely fulfilled due to the
requirement that only whole Units be issued.
The reduced sales charge for quantity purchases will apply only to
purchases made by the same person on any one day from any one dealer. We
will consider Units you purchase in the name of your spouse or child
under 21 years of age to be purchases by you for determining the reduced
sales charge. The reduced sales charges will also apply to a trustee or
other fiduciary purchasing Units for a single trust estate or single
fiduciary account. You must inform your dealer of any combined purchases
before the sale in order to be eligible for the reduced sales charge.
Except as noted in the above table, any reduced sales charge is the
responsibility of the broker/dealer or other selling agent making the
sale.
Page 13
The following persons may purchase Units at the Public Offering Price
less the applicable dealer concession:
- - Employees, officers and directors of the Sponsor, our related
companies, dealers and their affiliates, and vendors providing services
to us.
- - Immediate family members of the above (spouses, children,
grandchildren, parents, grandparents, siblings, mothers-in-law, fathers-
in-law, sons-in-law and daughters-in-law, and trustees, custodians or
fiduciaries for the benefit of such persons).
If you purchase Units through registered broker/dealers who charge
periodic fees for financial planning, investment advisory or asset
management services or provide these services as part of an investment
account where a comprehensive "wrap fee" charge is imposed, you may
purchase Units at the Public Offering Price, subject only to the
Sponsor's retention of the sales charge. See "Distribution of Units-
Dealer Concessions."
The Value of the Bonds.
The Evaluator will appraise the aggregate underlying value of the Bonds
in the Trust as of the Evaluation Time on each business day and will
adjust the Public Offering Price of the Units according to this
valuation. This Public Offering Price will be effective for all orders
received before the Evaluation Time on each such day. If we or the
Trustee receive orders for purchases, sales or redemptions after that
time, or on a day which is not a business day, they will be held until
the next determination of price. The term "business day" as used in this
prospectus will exclude Saturdays, Sundays and certain national holidays
on which the NYSE is closed.
The aggregate underlying value of the Bonds in the Trust will be
determined as follows:
a) On the basis of current market offering prices for the Bonds obtained
from dealers or brokers who customarily deal in bonds comparable to
those held by the Trust;
b) If such prices are not available for any of the Bonds, on the basis
of current market offering prices of comparable bonds;
c) By determining the value of the Bonds on the offering side of the
market by appraisal; or
d) By any combination of the above.
After the initial offering period is over, the aggregate underlying
value of the Bonds will be determined as set forth above, except that
bid prices are used instead of ask prices when necessary. The offering
price of the Bonds may be expected to be greater than their bid price by
approximately 1-2% of the aggregate principal amount of such Bonds.
Distribution of Units
We intend to qualify Units of the Trust for sale in the State of
Michigan. All Units will be sold at the current Public Offering Price.
Dealer Concessions.
Dealers and other selling agents can purchase Units at prices which
reflect a concession or agency commission of 2.7% of the Public Offering
Price per Unit (or 70% of the maximum sales charge for secondary market
sales).
Dealers and other selling agents who purchase Units on the Initial Date
of Deposit in the dollar amounts set forth in the following table will
be entitled to the following additional sales concessions with respect
to total sales:
Total Sales Additional
(in thousands): Concession:
_______________ __________
Less than $100 0.100%
$100 but less than $500 0.200%
$500 or more 0.300%
We reserve the right to change the amount of concessions or agency
commissions from time to time. Certain commercial banks may be making
Units of the Trust available to their customers on an agency basis. A
portion of the sales charge paid by these customers is kept by or given
to the banks in the amounts shown above.
Award Programs.
From time to time we may sponsor programs which provide awards to our
dealers' registered representatives who have sold a minimum number of
Units during a specified time period. We may also pay fees to qualifying
dealers for services or activities which are meant to result in sales of
Page 14
Units of the Trust. In addition, we will pay to dealers who sponsor
sales contests or recognition programs that conform to our criteria or
participate in our sales programs, amounts equal to no more than the
total applicable sales charges on Units sold by such persons during such
programs. We make these payments out of our own assets and not out of
Trust assets. These programs will not change the price you pay for your
Units.
Investment Comparisons.
From time to time we may compare the estimated returns of the Trust
(which may show performance net of the expenses and charges the Trust
would have incurred) and returns over specified periods of other similar
trusts we sponsor in our advertising and sales materials, with (1)
returns on other taxable or tax-exempt investments such as the
securities comprising various investment indices, corporate or U.S.
Government bonds, bank CDs and money market accounts or funds, (2)
performance data from Morningstar Publications, Inc. or (3) information
from publications such as Money, The New York Times, U.S. News and World
Report, Business Week, Forbes or Fortune. The investment characteristics
of the Trust, which are described more fully elsewhere in this
prospectus, differ from other comparative investments. You should not
assume that these performance comparisons will be representative of the
Trust's future performance.
The Sponsor's Profits
We will receive a gross sales commission equal to the maximum sales
charge per Unit for the Trust less any reduced sales charge as stated in
"Public Offering." Also, any difference between our cost to purchase the
Bonds and the price at which we sell them to the Trust is considered a
profit or loss (see Note 2 of "Schedule of Investments"). During the
initial offering period, dealers and others may also realize profits or
sustain losses as a result of fluctuations in the Public Offering Price
they receive when they sell the Units.
In maintaining a market for the Units, any difference between the price
at which we purchase Units and the price at which we sell or redeem them
will be a profit or loss to us.
The Secondary Market
Although not obligated, we intend to maintain a market for the Units
after the initial offering period and continuously offer to purchase
Units at prices based on the Redemption Price per Unit.
We will pay all expenses to maintain a secondary market, except the
Evaluator fees, Trustee costs to transfer and record the ownership of
Units and costs incurred in annually updating the Trust's registration
statement. We may discontinue purchases of Units at any time. IF YOU
WISH TO DISPOSE OF YOUR UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET
PRICES BEFORE MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE.
How We Purchase Units
The Trustee will notify us of any tender of Units for redemption. If our
bid at that time is equal to or greater than the Redemption Price per
Unit, we may purchase the Units. You will receive your proceeds from the
sale no later than if they were redeemed by the Trustee. We may tender
Units we hold to the Trustee for redemption as any other Units. If we
elect not to purchase Units, the Trustee may sell Units tendered for
redemption in the over-the-counter market, if any. However, the amount
you will receive is the same as you would have received on redemption of
the Units.
Expenses and Charges
The estimated annual expenses of the Trust are listed under "Fee Table."
If actual expenses of the Trust exceed the estimate, the Trust will bear
the excess. The Trustee will pay operating expenses of the Trust from
the Interest Account of the Trust if funds are available, and then from
the Principal Account. The Interest and Principal Accounts are
noninterest-bearing to Unit holders, so the Trustee may earn interest on
these funds, thus benefiting from their use.
As Sponsor, we will be compensated for providing bookkeeping and other
administrative services to the Trust, and will receive brokerage fees
when the Trust uses us (or an affiliate of ours) as agent in buying or
selling Bonds. Legal and regulatory filing fees and expenses associated
Page 15
with updating the Trust's registrations statement yearly are also now
chargeable to the Trust. Historically, we paid these fees and expenses.
First Trust Advisors L.P., an affiliate of ours, acts as Portfolio
Supervisor to the Trust and will receive the fees set forth under "Fee
Table" for providing portfolio supervisory services to the Trust. In
providing portfolio supervisory services, the Portfolio Supervisor may
purchase research services from a number of sources, which may include
underwriters or dealers of the Trust.
The fees payable to us, the Portfolio Supervisor and Trustee are based
on the largest aggregate number of Units of the Trust outstanding at any
time during the calendar year, except during the initial offering
period, in which case these fees are calculated based on the largest
number of Units outstanding during the period for which compensation is
paid. The fees payable to the Evaluator are based on the largest
principal amount of Bonds in the Trust during the initial offering
period. These fees may be adjusted for inflation without Unit holders'
approval, but in no case will the annual fees paid to us or our
affiliate for providing services to all unit investment trusts for which
we provide such services be more than the actual cost of providing such
services in such year.
In addition to the Trust's operating expenses, and the fees set forth
above, the Trust may also incur the following charges:
- - All legal and annual auditing expenses of the Trustee according to its
responsibilities under the Indenture;
- - The expenses and costs incurred by the Trustee to protect the Trust
and your rights and interests;
- - Fees for any extraordinary services the Trustee performed under the
Indenture;
- - Payment for any loss, liability or expense the Trustee incurred
without negligence, bad faith or willful misconduct on its part, in
connection with its acceptance or administration of the Trust;
- - Payment for any loss, liability or expenses we incurred without
negligence, bad faith or willful misconduct in acting as Depositor of
the Trust; and/or
- - All taxes and other government charges imposed upon the Bonds or any
part of the Trust.
The above expenses and the Trustee's annual fee are secured by a lien on
the Trust. We cannot guarantee that interest income on the Bonds will be
sufficient to meet any or all expenses of the Trust. If there is not
enough cash in the Interest or Principal Accounts of the Trust, the
Trustee has the power to sell Bonds to make cash available to pay these
charges. These sales may result in capital gains or losses to you. See
"Tax Status."
The Trust will be audited annually. So long as we are making a secondary
market for Units, we will bear the cost of these annual audits to the
extent the cost exceeds $0.0050 per Unit. Otherwise, the Trust will pay
for the audit. You can request a copy of the audited financial
statements from the Trustee.
Tax Status
State Tax Status.
In the opinion of Miller, Canfield, Paddock and Stone, Plc, special
counsel to the Trust for Michigan tax matters, under existing Michigan
law:
The Trust and the owners of Units will be treated for purposes of the
Michigan income tax laws and the Single Business Tax in substantially
the same manner as they are for purposes of the federal income tax laws,
as currently enacted. Accordingly, Miller, Canfield, Paddock and Stone,
Plc has relied upon the opinion of Chapman and Cutler as to the
applicability of federal income tax under the Internal Revenue Code of
1986 to the Trust and the Unit holders.
Under the income tax laws of the State of Michigan, the Trust is not an
association taxable as a corporation; the income of the Trust will be
treated as the income of the Unit holders and be deemed to have been
received by them when received by the Trust. Interest on the underlying
Bonds which is exempt from tax under these laws when received by the
Trust will retain its status as tax exempt interest to the Unit holders.
For purposes of the foregoing Michigan tax laws, each Unit holder will
be considered to have received his or her pro rata share of Bond
interest when it is received by the Trust, and each Unit holder will
have a taxable event when the Trust disposes of a Bond (whether by sale,
exchange, redemption or payment at maturity) or when the Unit holder
redeems or sells his or her Certificate to the extent the transaction
Page 16
constitutes a taxable event for federal income tax purposes. The tax
cost of each unit to a Unit holder will be established and allocated for
federal income tax purposes.
The Michigan Intangibles Tax was totally repealed effective January 1,
1998. The income tax rate will begin a gradual reduction beginning in
the year 2000, from the present 4.4 percent, down to a 3.9 percent rate
for the year 2004 and beyond. The single business tax is being phased-
out over a twenty-three year period at a rate of one tenth of one
percent per year beginning in 1999.
The Michigan Single Business Tax replaced the tax on corporate and
financial institution income under the Michigan Income Tax, and the
Intangibles Tax with respect to those intangibles of persons subject to
the Single Business Tax the income from which would be considered in
computing the Single Business Tax. Persons are subject to the Single
Business Tax only if they are engaged in "business activity," as defined
in the Act. Under the Single Business Tax, both interest received by the
Trust on the underlying Bonds and any amount distributed from the Trust
to a Unit holder, if not included in determining taxable income for
federal income tax purposes, is also not included in the adjusted tax
base upon which the Single Business Tax is computed, of either the Trust
or the Unit holders. If the Trust or the Unit holders have a taxable
event for federal income tax purposes when the Trust disposes of a Bond
(whether by sale, exchange, redemption or payment at maturity) or the
Unit holder redeems or sells his or her Certificate, an amount equal to
any gain realized from such taxable event which was included in the
computation of taxable income for federal income tax purposes (plus an
amount equal to any capital gain of an individual realized in connection
with such event but excluded in computing that individual's federal
taxable income) will be included in the tax base against which, after
allocation, apportionment and other adjustments, the Single Business Tax
is computed. The tax base will be reduced by an amount equal to any
capital loss realized from such a taxable event, whether or not the
capital loss was deducted in computing federal taxable income in the
year the loss occurred. Unit holders should consult their tax advisor as
to their status under Michigan law. The Single Business Tax is being
phased out over a twenty-three year period at a rate of one-tenth of one
percent per year, beginning in 1999.
Any proceeds paid under individual insurance policies obtained by issuers
of Bonds, which, when received by the Unit holders, represent maturing
interest on defaulted obligations held by the Trustee, will be
excludable from the Michigan income tax laws and the Single Business Tax
if, and to the same extent as, such interest would have been so
excludable if paid by the issuer of the defaulted obligations. While
treatment under the Michigan Intangibles Tax is not premised upon the
characterization of such proceeds under the Internal Revenue Code, the
Michigan Department of Treasury should adopt the same approach as under
the Michigan income tax laws and the Single Business Tax.
As the Tax Reform Act of 1986 eliminated the capital gain deduction for
tax years beginning after December 31, 1986, the federal adjusted gross
income, the computation base for the Michigan Income Tax, of a Unit
holder will be increased accordingly to the extent such capital gains
are realized when the Trust disposes of a Bond or when the Unit holder
redeems or sells a Unit, to the extent such transaction constitutes a
taxable event for federal income tax purposes.
Federal Tax Status.
This section summarizes some of the main U.S. federal income tax
consequences of owning Units of the Trust. This section is current as of
the date of this prospectus. Tax laws and interpretations change
frequently, and these summaries do not describe all of the tax
consequences to all taxpayers. For example, these summaries generally do
not describe your situation if you are a non-U.S. person, a
broker/dealer, or other investor with special circumstances. In
addition, this section does not describe your state or foreign taxes. As
with any investment, you should consult your own tax professional about
your particular consequences.
Trust Status and Distributions.
The Trust will not be taxed as a corporation for federal income tax
purposes. As a Unit owner, you will be treated as the owner of a pro
rata portion of the Bonds and other assets held by the Trust, and as
such you will be considered to have received a pro rata share of income
(i.e., interest, accruals of original issue discount and market
discount, and capital gains, if any) from each Bond when such income is
considered to be received by the Trust. This is true even if you elect
to have your distributions automatically reinvested into another
existing investment account.
Page 17
Your Tax Basis and Income or Loss upon Disposition.
If your Trust disposes of Bonds, you will generally recognize gain or
loss. If you dispose of your Units or redeem your Units for cash, you
will also generally recognize gain or loss. To determine the amount of
this gain or loss, you must subtract your tax basis in the related Bonds
from your share of the total proceeds received in the transaction. You
can generally determine your initial tax basis in each Bond or other
Trust asset by apportioning the cost of your Units, generally including
sales charges, among each Bond or other Trust asset ratably according to
their value on the date you purchase your Units. In certain
circumstances, however, you may have to adjust your tax basis after you
purchase your Units (for example, in the case of original issue
discount, premium and accrued interest, as discussed below).
If you are an individual, the maximum marginal federal tax rate for net
capital gain is generally 20% (10% for certain taxpayers in the lowest
tax bracket). Net capital gain equals net long-term capital gain minus
net short-term capital loss for the taxable year. Capital gain or loss
is long-term if the holding period for the asset is more than one year
and is short-term if the holding period for the asset is one year or
less. You must exclude the date you purchase your Units or the date the
Trust purchases a Bond to determine the holding period of your Units.
The tax rates for capital gains realized from assets held for one year
or less are generally the same as for ordinary income. The tax code may,
however, treat certain capital gains as ordinary income in special
situations (for example, in the case of gain attributable to market
discount).
Discount, Accrued Interest and Premium.
Some Bonds may have been sold with original issue discount. This
generally means that the Bonds were originally issued at a price below
their face (or par) value. Original issue discount accrues on a daily
basis and generally is treated as interest income for federal income tax
purposes. The basis of your Units and of each Bond which was issued with
original issue discount must be increased as original issue discount
accrues.
Some Bonds may have been purchased at a market discount. Market discount
is generally the excess of the stated redemption price at maturity for
the Bond over the purchase price of the Bond (not including unaccrued
original issue discount). Market discount can arise based on the price
the Trust pays for a Bond or on the price you pay for your Units. Market
discount is taxed as ordinary income. You will recognize this income
when the Trust receives principal payments on the Bond, when the Bond is
sold or redeemed, or when you sell or redeem your Units. Alternatively,
you may elect to include market discount in taxable income as it
accrues. Whether or not you make this election will affect how you
calculate your basis and the timing of certain interest expense
deductions.
Alternatively, some Bonds may have been purchased at a premium.
Generally, if the tax basis of your pro rata portion of any Bond exceeds
the amount payable at maturity, such excess is considered premium. You
may elect to amortize bond premium. If you make this election, you may
reduce your interest income received on the Bond by the amount of the
premium that is amortized and your tax basis will be reduced.
If the price of your Units included accrued interest on a Bond, you must
include the accrued interest in your tax basis in that Bond. When the
Trust receives this accrued interest, you must treat it as a return of
capital and reduce your tax basis in the Bond.
This discussion provides only the general rules with respect to the tax
treatment of original issue discount, market discount and premium. The
rules, however, are complex and special rules apply in certain
circumstances. For example, the accrual of market discount or premium
may differ from the discussion set forth above in the case of Bonds that
were issued with original issue discount.
Limitations on the Deductibility of Trust Expenses and Your Interest
Expenses.
Generally, for federal income tax purposes, you must take into account
your full pro rata share of the Trust's income, even if some of that
income is used to pay Trust expenses. You may deduct your pro rata share
of each expense paid by the Trust to the same extent as if you directly
paid the expense. You may, however, be required to treat some or all of
the expenses of the Trust as miscellaneous itemized deductions.
Individuals may only deduct certain miscellaneous itemized deductions to
the extent they exceed 2% of adjusted gross income.
Foreign, State and Local Taxes.
The Trust has been created under the laws of the State of New York.
Under the existing income tax laws of the State and City of New York,
Page 18
the Trust will not be taxed as a corporation, and the income of the
Trust will be treated as the income of the Unit holders in the same
manner as for federal income tax purposes. You should consult your tax
advisor regarding potential foreign, state or local taxation with
respect to your Units.
Rights of Unit Holders
Unit Ownership.
The Trustee will treat as Record Owner of Units persons registered as
such on its books. It is your responsibility to notify the Trustee when
you become Record Owner, but normally your broker/dealer provides this
notice. You may elect to hold your Units in either certificated or
uncertificated form.
Certificated Units. When you purchase your Units you can request that
they be evidenced by certificates, which will be delivered shortly after
your order. Certificates will be issued in fully registered form,
transferable only on the books of the Trustee in denominations of one
Unit or any multiple thereof. You can transfer or redeem your
certificated Units by endorsing and surrendering the certificate to the
Trustee, along with a written instrument of transfer. You must sign your
name exactly as it appears on the face of the certificate with your
signature guaranteed by an eligible institution. In certain cases the
Trustee may require additional documentation before they will transfer
or redeem your Units.
You may be required to pay a nominal fee to the Trustee for each
certificate reissued or transferred, and to pay any government charge
that may be imposed for each transfer or exchange. If a certificate gets
lost, stolen or destroyed, you may be required to furnish indemnity to
the Trustee to receive replacement certificates. You must surrender
mutilated certificates to the Trustee for replacement.
Uncertificated Units. You may also choose to hold your Units in
uncertificated form. If you choose this option, the Trustee will
establish an account for you and credit your account with the number of
Units you purchase. Within two business days of the issuance or transfer
of Units held in uncertificated form, the Trustee will send you:
- - A written initial transaction statement containing a description of
your Trust;
- - The number of Units issued or transferred;
- - Your name, address and Taxpayer Identification Number ("TIN");
- - A notation of any liens or restrictions of the issuer and any adverse
claims; and
- - The date the transfer was registered.
Uncertificated Units may be transferred the same way as certificated
Units, except that no certificate needs to be presented to the Trustee.
Also, no certificate will be issued when the transfer takes place unless
you request it. You may at any time request that the Trustee issue
certificates for your Units.
Unit Holder Reports.
In connection with each distribution, the Trustee will provide you with
a statement detailing the per Unit amount of interest (if any)
distributed. After the end of each calendar year, the Trustee will
provide you with the following information:
- - The amount of interest received by the Trust less deductions for
payment of applicable taxes, fees and Trust expenses, redemption of
Units and the balance remaining on the last business day of the calendar
year;
- - The dates Bonds were sold and the net proceeds received from such
sales less deduction for payment of applicable taxes, fees and Trust
expenses, redemption of Units and the balance remaining on the last
business day of the calendar year;
- - The Bonds held and the number of Units outstanding on the last
business day of the calendar year;
- - The Redemption Price per Unit on the last business day of the
calendar year; and
- - The amounts actually distributed during the calendar year from the
Interest and Principal Accounts, separately stated.
You may request from the Trustee copies of the evaluations of the Bonds
as prepared by the Evaluator to enable you to comply with federal and
state tax reporting requirements.
Interest and Principal
Distributions
You will begin receiving distributions on your Units only after you
become a Record Owner. The Trustee will credit interest received on the
Trust's Bonds to the Interest Account of the Trust. All other receipts,
Page 19
such as return of capital, are credited to the Principal Account of the
Trust.
After deducting the amount of accrued interest the Trustee advanced to
us as Unit holder of record as of the First Settlement Date, the Trustee
will distribute an amount substantially equal to your pro rata share of
the balance of the Interest Account calculated on the basis of one-
twelfth (one-half in the case of Unit holders electing semi-annual
distributions) of the estimated annual amount of interest received in
the Income Account after deducting estimated expenses on or near the
Distribution Dates to Unit holders of record on the preceding
Distribution Record Date. See "Summary of Essential Information" for the
Trust. Because interest is not received by the Trust at a constant rate
throughout the year, the distributions you receive may be more or less
than the amount credited to the Interest Account as of the Distribution
Record Date. In order to minimize fluctuations in distributions, the
Trustee is authorized to advance such amounts as may be necessary to
provide distributions of approximately equal amounts. The Trustee will
be reimbursed, without interest, for any such advances from funds in the
Interest Account at the next Distribution Record Date. The Trustee will
distribute amounts in the Principal Account on the last day of each
month to Unit holders of record on the fifteenth day of each month
provided the amount equals at least $1.00 per 100 Units. If the Trustee
does not have your TIN, it is required to withhold a certain percentage
of your distribution and deliver such amount to the Internal Revenue
Service ("IRS"). You may recover this amount by giving your TIN to the
Trustee, or when you file a tax return. However, you should check your
statements to make sure the Trustee has your TIN to avoid this "back-up
withholding."
You will receive interest distributions monthly unless you elect to
receive them semi-annually. Your plan of distribution will remain in
effect until changed. During May of each year the Trustee will provide
you with information on how to change your distribution election.
Within a reasonable time after the Trust is terminated you will receive
the pro rata share of the money from the disposition of the Bonds.
The Trustee may establish reserves (the "Reserve Account") within the
Trust to cover anticipated state and local taxes or any governmental
charges to be paid out of the Trust.
Universal Distribution Option. You may elect to have your principal and
interest distributions automatically distributed to any other investment
vehicle of which you have an existing account. If you elect this option,
the Trustee will notify you of each distribution made pursuant to this
option. You may elect to terminate your participation at any time by
notifying the Trustee in writing.
Distribution Reinvestment Option. You may elect to have your interest
and/or principal distributions from the Trust automatically reinvested
in shares of certain Oppenheimer Tax-Exempt Bond Funds. Oppenheimer
Management Corporation is the investment advisor of each of these funds
which are open-end, diversified management investment companies. The
objectives and policies of each of these funds, which differ from the
Trust, are described in their prospectuses. If you wish to participate
in this reinvestment option you should contact the Trustee which will
send you the prospectus for each fund along with a form by which you may
elect to participate. After you have made the election, each
distribution of interest and/or principal on your Units will be
automatically used to purchase shares (or fractions thereof) of the fund
you selected without a sales charge. You may elect, at any time, to
terminate your participation in the Distribution Reinvestment Option and
receive future distributions in cash by notifying the Trustee in writing.
You should remember that even if distributions are reinvested through
the Universal Distribution Option or the Distribution Reinvestment
Option they are still treated as distributions for income tax purposes.
Redeeming Your Units
You may redeem all or a portion of your Units at any time by sending the
certificates representing the Units you want to redeem to the Trustee at
its unit investment trust office. If your Units are uncertificated, you
need only deliver a request for redemption to the Trustee. In either
case, the certificates or the redemption request must be properly
endorsed with proper instruments of transfer and signature guarantees as
explained in "Rights of Unit Holders-Unit Ownership" (or by providing
satisfactory indemnity if the certificates were lost, stolen, or
destroyed). No redemption fee will be charged, but you are responsible
Page 20
for any governmental charges that apply. Three business days after the
day you tender your Units (the "Date of Tender") you will receive cash
in an amount for each Unit equal to the Redemption Price per Unit
calculated at the Evaluation Time on the Date of Tender.
The Date of Tender is considered to be the date on which the Trustee
receives your certificates or redemption request (if such day is a day
the NYSE is open for trading). However, if your certificates or
redemption request are received after 4:00 p.m. Eastern time (or after
any earlier closing time on a day on which the NYSE is scheduled in
advance to close at such earlier time), the Date of Tender is the next
day the NYSE is open for trading.
Any amounts paid on redemption representing interest will be withdrawn
from the Interest Account of the Trust if funds are available for that
purpose, or from the Principal Account. All other amounts paid on
redemption will be taken from the Principal Account of the Trust.
The IRS requires the Trustee to withhold a portion of your redemption
proceeds if the Trustee does not have your TIN, as generally discussed
under "Income and Capital Distributions."
The Trustee may sell Bonds in the Trust to make funds available for
redemption. If Bonds are sold, the size and diversification of the Trust
will be reduced. These sales may result in lower prices than if the
Bonds were sold at a different time.
Your right to redeem Units (and therefore, your right to receive
payment) may be delayed:
- - If the NYSE is closed (other than customary weekend and holiday
closings);
- - If the SEC determines that trading on the NYSE is restricted or that
an emergency exists making sale or evaluation of the Bonds not
reasonably practical; or
- - For any other period permitted by SEC order.
The Trustee is not liable to any person for any loss or damage which may
result from such a suspension or postponement.
The Redemption Price.
The Redemption Price per Unit is determined by the Trustee by:
adding
1. cash in the Interest and Principal Accounts of the Trust not
designated to purchase Bonds;
2. the aggregate underlying value of the Bonds held in the Trust; and
3. accrued interest on the Bonds; and
deducting
1. any applicable taxes or governmental charges that need to be paid out
of the Trust;
2. any amounts owed to the Trustee for its advances;
3. estimated accrued expenses of the Trust, if any;
4. cash held for distribution to Unit holders of record of the Trust as
of the business day before the evaluation being made; and
5. other liabilities incurred by the Trust; and
dividing
1. the result by the number of outstanding Units of the Trust.
Removing Bonds from the Trust
The portfolio of the Trust is not managed. However, we may, but are not
required to, direct the Trustee to dispose of a Bond in certain limited
circumstances, including situations in which:
- - The issuer of the Bond has defaulted in the payment of principal or
interest on the Bond;
- - Any action or proceeding seeking to restrain or enjoin the payment of
principal or interest on the Bond has been instituted;
- - The issuer of the Bond has breached a covenant which would affect the
payment of principal or interest on the Bond, the issuer's credit
standing, or otherwise damage the sound investment character of the Bond;
- - The issuer has defaulted on the payment of any other of its
outstanding obligations;
- - The Bond is the subject of an advanced refunding;
- - Such factors arise which, in our opinion, adversely affect the tax or
exchange control status of the Bond; or
- - The price of the Bond has declined to such an extent, or such other
credit factors exist, that in our opinion keeping the Bond would be
harmful to the Trust.
If a Bond defaults in the payment of principal or interest and no
provision for payment is made, the Trustee must notify us of this fact
within 30 days. If we fail to instruct the Trustee whether to sell or
hold the Bond within 30 days of our being notified, the Trustee may, in
its discretion, sell any defaulted Bonds and will not be liable for any
Page 21
depreciation or loss incurred thereby.
Except in the limited instance in which the Trust acquires Replacement
Bonds as described in "The First Trust Combined Series," the Trust may
not acquire any bonds or other property other than the Bonds. The
Trustee, on behalf of the Trust, will reject any offer for new or
exchanged bonds or property in exchange for a Bond, except that we may
instruct the Trustee to accept such an offer or to take any other action
with respect thereto as we may deem proper if the issuer is in default
with respect to such Bonds or in our written opinion the issuer will
likely default in respect to such Bonds in the foreseeable future. Any
obligations received in exchange or substitution will be held by the
Trustee subject to the terms and conditions in the Indenture to the same
extent as Bonds originally deposited in the Trust. We may get advice
from the Portfolio Supervisor before reaching a decision regarding the
receipt of new or exchange securities or property. The Trustee may
retain and pay us or an affiliate of ours to act as agent for the Trust
to facilitate selling Bonds, exchanged bonds or property from the Trust.
If we or our affiliate act in this capacity, we will be held subject to
the restrictions under the Investment Company Act of 1940, as amended.
The Trustee may sell Bonds designated by us, or, absent our direction,
at its own discretion, in order to meet redemption requests or pay
expenses. We will maintain a list with the Trustee of which Bonds should
be sold. We may consider sales of units of unit investment trusts which
we sponsor in making recommendations to the Trustee on the selection of
broker/dealers to execute the Trust's portfolio transactions, or when
acting as agent for the Trust in acquiring or selling Bonds on behalf of
the Trust.
Amending or Terminating the Indenture
Amendments. The Indenture may be amended by us and the Trustee without
your consent:
- - To cure ambiguities;
- - To correct or supplement any defective or inconsistent provision;
- - To make any amendment required by any governmental agency; or
- - To make other changes determined not to be materially adverse to your
best interests (as determined by us and the Trustee).
Termination. As provided by the Indenture, the Trust will terminate upon
the redemption, sale or other disposition of the last Bond held in the
Trust, but in no case later than the Mandatory Termination Date. The
Trust may be terminated prior to the Mandatory Termination Date:
- - Upon the consent of 100% of the Unit holders;
- - If the value of the Bonds owned by the Trust as shown by any
evaluation is less than 20% of the aggregate principal amount of Bonds
deposited in the Trust during the initial offering period
("Discretionary Liquidation Amount"); or
- - In the event that Units of the Trust not yet sold aggregating more
than 60% of the Units of such Trust are tendered for redemption by
underwriters, including the Sponsor.
Prior to termination, the Trustee will send written notice to all Unit
holders which will specify how you should tender your certificates, if
any, to the Trustee. If the Trust is terminated due to this last reason,
we will refund your entire sales charge. For various reasons, the Trust
may be reduced below the Discretionary Liquidation Amount and could
therefore be terminated before the Mandatory Termination Date.
Unless terminated earlier, the Trustee will begin to sell Bonds in
connection with the termination of the Trust during the period beginning
nine business days prior to, and no later than, the Mandatory
Termination Date. We will determine the manner and timing of the sale of
Bonds. Because the Trustee must sell the Bonds within a relatively short
period of time, the sale of Bonds as part of the termination process may
result in a lower sales price than might otherwise be realized if such
sale were not required at this time.
You will receive a cash distribution from the sale of the remaining
Bonds, along with your interest in the Interest and Principal Accounts
of the Trust, within a reasonable time after the Trust is terminated.
Regardless of the distribution involved, the Trustee will deduct from
the Trust any accrued costs, expenses, advances or indemnities provided
for by the Indenture, including estimated compensation of the Trustee
and costs of liquidation and any amounts required as a reserve to pay
any taxes or other governmental charges.
Page 22
Description of Bond Ratings*
* As published by the rating companies.
Standard & Poor's.
A brief description of the applicable Standard & Poor's rating symbols
and their meanings follows:
A Standard & Poor's corporate or municipal bond rating is a current
assessment of the creditworthiness of an obligor with respect to a
specific debt obligation. This assessment may take into consideration
obligors such as guarantors, insurers, or lessees. The bond rating is
not a recommendation to purchase, sell, or hold a security, inasmuch as
it does not comment as to market price or suitability for a particular
investor. The ratings are based on current information furnished by the
issuer or obtained by Standard & Poor's from other sources it considers
reliable. Standard & Poor's does not perform an audit in connection with
any rating and may, on occasion, rely on unaudited financial
information. The ratings may be changed, suspended or withdrawn as a
result of changes in, or unavailability of, such information, or for
other circumstances.
The ratings are based, in varying degrees, on the following
considerations:
I. Likelihood of default-capacity and willingness of the obligor as to
the timely payment of interest and repayment of principal in accordance
with the terms of the obligation;
II. Nature of and provisions of the obligation;
III. Protection afforded by, and relative position of, the obligation in
the event of bankruptcy, reorganization or other arrangements under the
laws of bankruptcy and other laws affecting creditors' rights.
AAA - Bonds rated AAA have the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay
principal is extremely strong.
AA - Bonds rated AA have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only in small
degree.
A - Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than bonds
in higher rated categories.
BBB - Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for bonds in this category than for bonds
in higher rated categories.
BB, B, CCC, CC - Debt rated BB, B, CCC and CC is regarded, on balance,
as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and CC the highest degree of
speculation. While such debt will likely have some quality and
protective characteristics, these are outweighed by large uncertainties
or major risk exposure to adverse conditions.
Plus (+) or Minus (-): The ratings from "AA" to "BBB" may be modified by
the addition of a plus or minus sign to show relative standing within
the major rating categories.
Provisional Ratings: The letter "p" indicates that the rating is
provisional. A provisional rating assumes the successful completion of
the project being financed by the bonds being rated and indicates that
payment of debt service requirements is largely or entirely dependent
upon the successful and timely completion of the project. This rating,
however, while addressing credit quality subsequent to completion of the
project, makes no comment on the likelihood of, or the risk of default
upon failure of, such completion. The investor should exercise his or
her own judgment with respect to such likelihood and risk.
Credit Watch: Credit Watch highlights potential changes in ratings of
bonds and other fixed income securities. It focuses on events and trends
which place companies and government units under special surveillance by
S&P's 180-member analytical staff. These may include mergers, voter
referendums, actions by regulatory authorities, or developments gleaned
from analytical reviews. Unless otherwise noted, a rating decision will
be made within 90 days. Issues appear on Credit Watch where an event,
situation, or deviation from trends occurred and needs to be evaluated
Page 23
as to its impact on credit ratings. A listing, however, does not mean a
rating change is inevitable. Since S&P continuously monitors all of its
ratings, Credit Watch is not intended to include all issues under
review. Thus, rating changes will occur without issues appearing on
Credit Watch.
Moody's.
A brief description of the applicable Moody's rating symbols and their
meanings follows:
Aaa - Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edge." Interest payments are protected by a large
or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues. Their safety is so absolute that with the occasional
exception of oversupply in a few specific instances, characteristically,
their market value is affected solely by money market fluctuations.
Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long term risks
appear somewhat larger than in Aaa securities. Their market value is
virtually immune to all but money market influences, with the occasional
exception of oversupply in a few specific instances.
A - Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate, but
elements may be present which suggest a susceptibility to impairment
sometime in the future. The market value of A-rated bonds may be
influenced to some degree by economic performance during a sustained
period of depressed business conditions, but, during periods of
normalcy, A-rated bonds frequently move in parallel with Aaa and Aa
obligations, with the occasional exception of oversupply in a few
specific instances.
A 1 and Baa 1 - Bonds which are rated A 1 and Baa 1 offer the maximum in
security within their quality group, can be bought for possible
upgrading in quality, and additionally, afford the investor an
opportunity to gauge more precisely the relative attractiveness of
offerings in the market place.
Baa - Bonds which are rated Baa are considered as medium grade
obligations; i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present
but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds
lack outstanding investment characteristics and in fact have speculative
characteristics as well. The market value of Baa-rated bonds is more
sensitive to changes in economic circumstances, and aside from
occasional speculative factors applying to some bonds of this class, Baa
market valuations will move in parallel with Aaa, Aa, and A obligations
during periods of economic normalcy, except in instances of oversupply.
Ba - Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection
of interest and principal payments may be very moderate and thereby not
well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.
B - Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time
may be small.
Moody's bond rating symbols may contain numerical modifiers of a generic
rating classification. The modifier 1 indicates that the bond ranks at
the high end of its category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates that the issue ranks in the lower
end of its generic rating category.
Con.(- - -) - Bonds for which the security depends upon the completion
of some act or the fulfillment of some condition are rated
conditionally. These are bonds secured by (a) earnings of projects under
construction, (b) earnings of projects unseasoned in operation
experience, (c) rentals which begin when facilities are completed, or
(d) payments to which some other limiting condition attaches.
Parenthetical rating denotes probable credit stature upon completion of
construction or elimination of basis of condition.
Page 24
Information on the Sponsor, Trustee and Evaluator
The Sponsor.
We, Nike Securities L.P., specialize in the underwriting, trading and
wholesale distribution of unit investment trusts under the "First Trust"
brand name and other securities. An Illinois limited partnership formed
in 1991, we act as Sponsor for successive series of:
- - The First Trust Combined Series
- - FT Series (formerly known as The First Trust Special Situations Trust)
- - The First Trust Insured Corporate Trust
- - The First Trust of Insured Municipal Bonds
- - The First Trust GNMA
First Trust introduced the first insured unit investment trust in 1974.
To date we have deposited more than $25 billion in First Trust unit
investment trusts. Our employees include a team of professionals with
many years of experience in the unit investment trust industry.
We are a member of the National Association of Securities Dealers, Inc.
and Securities Investor Protection Corporation. Our principal offices
are at 1001 Warrenville Road, Lisle, Illinois 60532; telephone number
(630) 241-4141. As of December 31, 1998, the total partners' capital of
Nike Securities L.P. was $18,506,548 (audited).
This information refers only to us and not to the Trust or to any series
of the Trust or to any other dealer. We are including this information
only to inform you of our financial responsibility and our ability to
carry out our contractual obligations. We will provide more detailed
financial information on request.
The Trustee.
The Trustee is The Chase Manhattan Bank, with its principal executive
office located at 270 Park Avenue, New York, New York 10017 and its unit
investment trust office at 4 New York Plaza, 6th Floor, New York, New
York, 10004-2413. If you have questions regarding the Trust, you may
call the Customer Service Help Line at 1-800-682-7520. The Trustee is
supervised by the Superintendent of Banks of the State of New York, the
Federal Deposit Insurance Corporation and the Board of Governors of the
Federal Reserve System.
The Trustee has not participated in selecting the Bonds; it only
provides administrative services.
Limitations of Liabilities of Sponsor and Trustee.
Neither we nor the Trustee will be liable for taking any action or for
not taking any action in good faith according to the Indenture. We will
also not be accountable for errors in judgment. We will only be liable
for our own willful misfeasance, bad faith, gross negligence (ordinary
negligence in the Trustee's case) or reckless disregard of our
obligations and duties. The Trustee is not liable for any loss or
depreciation when the Bonds are sold. If we fail to act under the
Indenture, the Trustee may do so, and the Trustee will not be liable for
any action it takes in good faith under the Indenture.
The Trustee will not be liable for any taxes or other governmental
charges or interest on the Bonds which the Trustee may be required to
pay under any present or future law of the United States or of any other
taxing authority with jurisdiction. Also, the Indenture states other
provisions regarding the liability of the Trustee.
If we do not perform any of our duties under the Indenture or are not
able to act or become bankrupt, or if our affairs are taken over by
public authorities, then the Trustee may:
- - Appoint a successor sponsor, paying them a reasonable rate not more
than that stated by the SEC;
- - Terminate the Indenture and liquidate the Trust; or
- - Continue to act as Trustee without terminating the Indenture.
The Evaluator.
The Evaluator is Securities Evaluation Service, Inc. The Evaluator's
address is 531 East Roosevelt Road, Suite 200, Wheaton, Illinois 60187.
The Trustee, Sponsor and Unit holders may rely on the accuracy of any
evaluation prepared by the Evaluator. The Evaluator will make
determinations in good faith based upon the best available information,
but will not be liable to the Trustee, Sponsor or Unit holders for
errors in judgment.
Other Information
Legal Opinions.
Our counsel is Chapman and Cutler, 111 W. Monroe St., Chicago, Illinois,
60603. They have passed upon the legality of the Units offered hereby
Page 25
and certain matters relating to federal tax law. Miller, Canfield,
Paddock and Stone, Plc acted as special counsel to the Trust for Michigan
tax matters. Carter, Ledyard & Milburn acts as the Trustee's counsel,
as well as special New York tax counsel for the Trust.
Experts.
Ernst & Young LLP, independent auditors, have audited the Trust's
statement of net assets, including the schedule of investments, at the
opening of business on the Initial Date of Deposit, as set forth in
their report. We've included the Trust's statement of net assets,
including the schedule of investments, in the prospectus and elsewhere
in the registration statement in reliance on Ernst & Young LLP's report,
given on their authority as experts in accounting and auditing.
Supplemental Information.
If you write or call the Trustee, you will receive free of charge
supplemental information about this Series, which has been filed with
the SEC and to which we have referred throughout. This information
states more specific details concerning the nature, structure and risks
of this product.
Page 26
This page is intentionally left blank.
Page 27
FIRST TRUST (registered trademark)
MICHIGAN MUNICIPAL TAX-FREE VALUE PORTFOLIO, INVESTMENT GRADE SERIES 34
THE FIRST TRUST COMBINED SERIES 272
Sponsor:
NIKE SECURITIES L.P.
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
1-630-241-4141
Trustee:
The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
1-800-682-7520
24-Hour Pricing Line:
1-800-446-0132
This prospectus contains information relating to Michigan Municipal Tax-
Free Value Portfolio, Investment Grade Series 34, but does not contain
all of the information about this investment company as filed with the
Securities and Exchange Commission in Washington, D.C. under the:
- - Securities Act of 1933 (file no. 333-22615) and
- - Investment Company Act of 1940 (file no. 811-05903)
To obtain copies at prescribed rates -
Write: Public Reference Section of the Commission
450 Fifth Street, N.W., Washington, D.C. 20549-6009
Call: 1-800-SEC-0330
Visit: http://www.sec.gov
September 29, 1999
PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE
Page 28
First Trust (registered trademark)
The First Trust (registered trademark) Combined Series
Information Supplement
This Information Supplement provides additional information concerning
the structure, operations and risks of the unit investment trust
contained in The First Trust Combined Series 272 not found in the
prospectus for the Trust. This Information Supplement is not a
prospectus and does not include all of the information that you should
consider before investing in the Trust. This Information Supplement
should be read in conjunction with the prospectus for the Trust in which
you are considering investing.
This Information Supplement is dated September 29, 1999. Capitalized
terms have been defined in the prospectus.
Table of Contents
Risk Factors 1
Federal and Michigan State Tax-Free Income 3
Municipal Bonds 3
Healthcare Revenue Bonds 3
Single Family Mortgage Revenue Bonds 4
Multi-Family Mortgage Revenue Bonds 4
Water and Sewerage Revenue Bonds 4
Electric Utility Revenue Bonds 5
Lease Obligation Revenue Bonds 5
Industrial Revenue Bonds 5
Transportation Facility Revenue Bonds 5
Educational Obligation Revenue Bonds 6
Resource Recovery Facility Revenue Bonds 6
Discount Bonds 6
Original Issue Discount Bonds 6
Zero Coupon Bonds 7
Premium Bonds 7
Risk Factors.
Investors should be aware that the economy of the State of Michigan has,
in the past, proven to be cyclical, due primarily to the fact that the
leading sector of the State's economy is the manufacturing of durable
goods. While the State's efforts to diversify its economy have proven
successful, as reflected by the fact that the share of employment in the
State in the durable goods sector has fallen from 33.1% in 1960 to 17.9%
in 1990 and to 15.2% in 1997, durable goods manufacturing still
represents a sizable portion of the State's economy.
In January 1998, Standard & Poor's raised its rating on the State's
general obligation bonds to "AA+". In March 1998, Moody's Investors
Service, Inc. raised the State's general obligation bond rating to
"Aa1". In April 1998, Fitch IBCA, Inc., raised its rating on the State's
general obligation bonds to "AA+."
The State's economy could continue to be affected by changes in the auto
industry, notably consolidation and plant closings resulting from
competitive pressures and over-capacity. Such actions could adversely
affect State revenues and the financial impact on the local units of
government in the areas in which plants are closed could be more severe.
In addition, as described in the State's comprehensive annual financial
report on file with the Nationally Recognized Municipal Securities
Information Repositories, the State is party to a number of lawsuits and
legal actions, some of which, if determined adversely to the State,
could have a materially adverse impact on the State's finances.
In recent years, the State of Michigan has, except as described below,
reported its financial results in accordance with generally accepted
accounting principles. The State ended the five fiscal years 1994-1998
with its general fund in balance after substantial transfers from the
General Fund to the Budget Stabilization Fund. During the 1997-98 fiscal
year, an error was identified pertaining to the Medicaid program
administered by the Department of Community Health ("DCH"). Over a ten-
Page 1
year period, DCH did not properly record all Medicaid expenditures and
revenues on a modified accrual basis as required by GAAP. As a result,
the General Fund balance (reserved and unreserved) for the fiscal year
ended September 30, 1997 was reduced by $154.1 million from $1.047
million to $893.1 million to account for the corrections of the prior
period error. The ending fund balance (reserved and unreserved) of the
General Fund for the 1997-98 fiscal year was $1.265 million. The
unreserved fund balance of the General Fund for the 1997-98 fiscal year
was $55.2 million. The unreserved fund balance of the Budget
Stabilization Fund for the 1997-98 fiscal year was $1,000.5 million. A
previous statutory requirement for reserving certain Budget
Stabilization Fund monies for purposes of supporting future expenditures
of the School Aid Fund in subsequent fiscal years was not continued in
the 1997-98 fiscal year; monies classified as reserved in prior years
were reclassified to unreserved in the 1997-98 fiscal year.
In November of 1997, the State Legislature adopted legislation to
provide for the funding of claims of local school districts, some of
whom had alleged in a lawsuit, Durant v. State of Michigan, that the
State had, over a period of years, paid less in school aid than required
by the State's Constitution. Under this legislation, the State paid to
school districts which were plaintiffs in the suit approximately $212
million from the Budget Stabilization Fund on April 15, 1998, and will
be required to pay to other school districts an estimated amount of $632
million over time. Those payments commencing in fiscal year 1998-1999
will be paid from the Budget Stabilization Fund and the General Fund,
half in annual payments over 10 years and half in annual payments over
15 years.
The Michigan Constitution of 1963 limits the amount of total revenues of
the State raised from taxes and certain other sources to a level for
each fiscal year equal to a percentage of the State's personal income
for the prior calendar year. In the event that the State's total
revenues exceed the limit by 1% or more, the Michigan Constitution of
1963 requires that the excess be refunded to taxpayers. In order to
comply with this requirement, the State refunded approximately $113
million through income tax credits for the 1995 calendar year.
On March 15, 1994, Michigan voters approved a school finance reform
amendment to the State's Constitution which, among other things,
increased the State sales tax rate from 4% to 6% and placed a cap on
property assessment increases for all property taxes. Concurrent
legislation cut the State's income tax rate from 4.6% to 4.4%, reduced
some property taxes and altered local school funding sources to a
combination of property taxes and state revenues. The legislation also
contained other provisions that alter (and, in some cases, may reduce)
the revenues of local units of government, and tax increment bonds could
be particularly affected. While the ultimate impact of the
constitutional amendment and related legislation under various economic
conditions which may occur in the future cannot yet be accurately
predicted, investors should be alert to the potential effect of such
measures upon the operations and revenues of Michigan local units of
government.
In addition, the State Legislature in 1995 adopted a package of state
tax cuts, including a phase-out of the intangibles tax, an increase in
exemption amounts for personal income tax and reductions in single
business tax. Legislation was enacted that will reduce the personal
income tax rate from 4.4% to 3.9% over a period of years. Beginning in
Year 2000, the rate will be 4.3%; 2001, 4.2%; 2002, 4.1%; beyond, 3.9%.
Although all or most of the Bonds in the Trust are revenue obligations
or general obligations of local governments or authorities rather than
general obligations of the State of Michigan itself, there can be no
assurance that any financial difficulties the State may experience will
not adversely affect the market value or marketability of the Bonds or
the ability of the respective obligors to pay interest on or principal
of the Bonds, particularly in view of the dependency of local
governments and other authorities upon State aid and reimbursement
programs and, in the case of bonds issued by the State Building
Authority, the dependency of the State Building Authority on the receipt
of rental payments from the State to meet debt service requirements upon
such bonds. In the 1991 fiscal year, the State deferred certain
scheduled cash payments to municipalities, school districts,
universities and community colleges. While such deferrals were made up
at specified later dates, similar future deferrals could have an adverse
impact on the cash position of some local governmental units.
Additionally, while total State revenue sharing payments have increased
in each of the last five years, the State did reduce revenue sharing
payments to municipalities below that level otherwise provided under
formulas in each of those years.
The Trust may contain general obligation bonds of local units of
government pledging the full faith and credit of the local unit which
are payable from the levy of ad valorem taxes on taxable property within
the jurisdiction of the local unit. Such bonds issued prior to December
22, 1978, or issued after December 22, 1978 with the approval of the
electors of the local unit, are payable from property taxes levied
without limitation as to rate or amount. With respect to bonds issued
after December 22, 1978, and which were not approved by the electors of
the local unit, the tax levy of the local unit for debt service purposes
is subject to constitutional, statutory and charter tax rate
limitations. In addition, several major industrial corporations have
Page 2
instituted challenges of their ad valorem property tax assessments in a
number of local municipal units in the State. If successful, such
challenges could have an adverse impact on the ad valorem tax bases of
such units which could adversely affect their ability to raise funds for
operation and debt service requirements.
The foregoing information constitutes only a brief summary of some of
the general factors which may impact certain issuers of Bonds and does
not purport to be a complete or exhaustive description of all adverse
conditions to which the issuers of Bonds held by the Trust are subject.
Additionally, many factors including national economic, social and
environmental policies and conditions, which are not within the control
of the issuers of the Bonds, could affect or could have an adverse
impact on the financial condition of the issuers. The Sponsor is unable
to predict whether or to what extent such factors or other factors may
affect the issuers of the Bonds, the market value or marketability of
the Bonds or the ability of the respective issuers of the Bonds acquired
by the Trust to pay interest on or principal of the Bonds.
Federal and Michigan State Tax-Free Income.
The following table shows the approximate marginal taxable yields for
individuals that are equivalent to tax-exempt yields under combined
federal and state taxes, using published 1999 marginal federal tax rates
and marginal state tax rates currently available and scheduled to be in
effect. The table incorporates increased tax rates for higher-income
taxpayers that were included in the Revenue Reconciliation Act of 1993.
For cases in which more than one state bracket falls within a federal
bracket, the higher state bracket is combined with the federal bracket.
The combined state and federal tax rates shown reflect the fact that
state tax payments are currently deductible for Federal tax purposes.
The table illustrates what you would have to earn on taxable investments
to equal the tax-exempt yield for your income tax bracket. The taxable
equivalent yields may be somewhat higher than the equivalent yields
indicated in the following table for those individuals who have adjusted
gross incomes in excess of $121,200. The table does not reflect the
effect of the limitations on itemized deductions and the deduction for
personal exemptions. They were designed to phase out certain benefits of
these deductions for higher income taxpayers. These limitations, in
effect, raise the maximum marginal federal tax rate to approximately 44%
for taxpayers filing a joint return and entitled to four personal
exemptions and to approximately 41% for taxpayers filing a single return
entitled to only one personal exemption. These limitations are subject
to certain maximums, which depend on the number of exemptions claimed
and the total amount of the taxpayer's itemized deductions. For example,
the limitation on itemized deductions will not cause a taxpayer to lose
more than 80% of his allowable itemized deductions, with certain
exceptions.
<TABLE>
<CAPTION>
MICHIGAN TAX EQUIVALENT TABLE
____________________________________________________________________________________________
Taxable Income ($1,000's) Tax-Exempt Estimated Current Return
Single Joint Tax 4.0% 4.5% 5.0% 5.5% 6.0% 6.5% 7.0%
Return Return Bracket* Equivalent Taxable Estimated Current Return
____________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 25.75 $ 0- 43.05 18.7% 4.92% 5.54% 6.15% 6.77% 7.38% 8.00% 8.61%
25.75- 62.45 43.05-104.05 31.2% 5.81% 6.54% 7.27% 7.99% 8.72% 9.45% 10.17%
62.45-130.25 104.05-158.55 34.0% 6.06% 6.82% 7.58% 8.33% 9.09% 9.85% 10.61%
130.25-283.15 158.55-283.15 38.8% 6.54% 7.35% 8.17% 8.99% 9.80% 10.62% 11.44%
Over 283.15 Over 283.15 42.3% 6.93% 7.80% 8.67% 9.53% 10.40% 11.27% 12.13%
<FN>
*Please note that the table does not reflect (i) any federal or state
limitations on the amounts of allowable itemized deductions, phase-outs of
personal or dependent exemption credits or other allowable credits, (ii) any
local taxes imposed or (iii) any taxes other than personal income taxes,
or (iv) that the income tax rate will begin a gradual reduction
beginning in the year 2000, from the present 4.4%, down to a 3.9% rate
for the year 2004 and beyond. The single business tax is being phased
out over a twenty-three year period at a rate of one-tenth of one
percent per year beginning in 1999.
</FN>
</TABLE>
Municipal Bonds.
Certain of the bonds may be general obligations of a governmental entity
that are backed by the taxing power of such entity. Other bonds in the
funds may be revenue bonds payable from the income of a specific project
or authority and are not supported by the issuer's power to levy taxes.
General obligation bonds are secured by the issuer's pledge of its
faith, credit and taxing power for the payment of principal and
interest. Revenue bonds, on the other hand, are payable only from the
revenues derived from a particular facility or class of facilities or,
in some cases, from the proceeds of a special excise tax or other
specific revenue source. There are, of course, variations in the
security of the different bonds in the funds, both within a particular
classification and between classifications, depending on numerous
factors. A description of certain types of revenue bonds follows.
Healthcare Revenue Bonds. Certain of the bonds may be healthcare revenue
bonds. Ratings of bonds issued for healthcare facilities are sometimes
based on feasibility studies that contain projections of occupancy
levels, revenues and expenses. A facility's gross receipts and net
Page 3
income available for debt service may be affected by future events and
conditions including among other things, demand for services, the
ability of the facility to provide the services required, physicians'
confidence in the facility, management capabilities, competition with
other hospitals, efforts by insurers and governmental agencies to limit
rates, legislation establishing state rate-setting agencies, expenses,
government regulation, the cost and possible unavailability of
malpractice insurance and the termination or restriction of governmental
financial assistance, including that associated with Medicare, Medicaid
and other similar third party payor programs. Pursuant to recent Federal
legislation, Medicare reimbursements are currently calculated on a
prospective basis utilizing a single nationwide schedule of rates. Prior
to such legislation Medicare reimbursements were based on the actual
costs incurred by the health facility. The current legislation may
adversely affect reimbursements to hospitals and other facilities for
services provided under the Medicare program.
Single Family Mortgage Revenue Bonds. Certain of the bonds may be single
family mortgage revenue bonds, which are issued for the purpose of
acquiring from originating financial institutions notes secured by
mortgages on residences located within the issuer's boundaries and owned
by persons of low or moderate income. Mortgage loans are generally
partially or completely prepaid prior to their final maturities as a
result of events such as sale of the mortgaged premises, default,
condemnation or casualty loss. Because these bonds are subject to
extraordinary mandatory redemption in whole or in part from such
prepayments of mortgage loans, a substantial portion of such bonds will
probably be redeemed prior to their scheduled maturities or even prior
to their ordinary call dates. The redemption price of such issues may be
more or less than the offering price of such bonds. Extraordinary
mandatory redemption without premium could also result from the failure
of the originating financial institutions to make mortgage loans in
sufficient amounts within a specified time period or, in some cases,
from the sale by the bond issuer of the mortgage loans. Failure of the
originating financial institutions to make mortgage loans would be due
principally to the interest rates on mortgage loans funded from other
sources becoming competitive with the interest rates on the mortgage
loans funded with the proceeds of the single family mortgage revenue
bonds. Additionally, unusually high rates of default on the underlying
mortgage loans may reduce revenues available for the payment of
principal of or interest on such mortgage revenue bonds. Single family
mortgage revenue bonds issued after December 31, 1980 were issued under
Section 103A of the Internal Revenue Code, which Section contains
certain ongoing requirements relating to the use of the proceeds of such
bonds in order for the interest on such bonds to retain its tax-exempt
status. In each case, the issuer of the bonds has covenanted to comply
with applicable ongoing requirements and bond counsel to such issuer has
issued an opinion that the interest on the bonds is exempt from Federal
income tax under existing laws and regulations. There can be no
assurances that the ongoing requirements will be met. The failure to
meet these requirements could cause the interest on the bonds to become
taxable, possibly retroactively from the date of issuance.
Multi-Family Mortgage Revenue Bonds. Certain of the bonds may be
obligations of issuers whose revenues are primarily derived from
mortgage loans to housing projects for low to moderate income families.
The ability of such issuers to make debt service payments will be
affected by events and conditions affecting financed projects,
including, among other things, the achievement and maintenance of
sufficient occupancy levels and adequate rental income, increases in
taxes, employment and income conditions prevailing in local labor
markets, utility costs and other operating expenses, the managerial
ability of project managers, changes in laws and governmental
regulations, the appropriation of subsidies and social and economic
trends affecting the localities in which the projects are located. The
occupancy of housing projects may be adversely affected by high rent
levels and income limitations imposed under Federal and state programs.
Like single family mortgage revenue bonds, multi-family mortgage revenue
bonds are subject to redemption and call features, including
extraordinary mandatory redemption features, upon prepayment, sale or
non-origination of mortgage loans as well as upon the occurrence of
other events. Certain issuers of single or multi-family housing bonds
have considered various ways to redeem bonds they have issued prior to
the stated first redemption dates for such bonds. In one situation the
New York City Housing Development Corporation, in reliance on its
interpretation of certain language in the indenture under which one of
its bond issues was created, redeemed all of such issue at par in spite
of the fact that such indenture provided that the first optional
redemption was to include a premium over par and could not occur prior
to 1992.
Water and Sewerage Revenue Bonds. Certain of the bonds may be
obligations of issuers whose revenues are derived from the sale of water
and/or sewerage services. Water and sewerage bonds are generally payable
from user fees. Problems faced by such issuers include the ability to
obtain timely and adequate rate increases, population decline resulting
in decreased user fees, the difficulty of financing large construction
programs, the limitations on operations and increased costs and delays
attributable to environmental considerations, the increasing difficulty
of obtaining or discovering new supplies of fresh water, the effect of
conservation programs and the impact of "no-growth" zoning ordinances.
All of such issuers have been experiencing certain of these problems in
varying degrees.
Page 4
Electric Utility Revenue Bonds. Certain of the bonds may be obligations
of issuers whose revenues are primarily derived from the sale of
electric energy. Utilities are generally subject to extensive regulation
by state utility commissions which, among other things, establish the
rates which may be charged and the appropriate rate of return on an
approved asset base. The problems faced by such issuers include the
difficulty in obtaining approval for timely and adequate rate increases
from the governing public utility commission, the difficulty in
financing large construction programs, the limitations on operations and
increased costs and delays attributable to environmental considerations,
increased competition, recent reductions in estimates of future demand
for electricity in certain areas of the country, the difficulty of the
capital market in absorbing utility debt, the difficulty in obtaining
fuel at reasonable prices and the effect of energy conservation. All of
such issuers have been experiencing certain of these problems in varying
degrees. In addition, Federal, state and municipal governmental
authorities may from time to time review existing and impose additional
regulations governing the licensing, construction and operation of
nuclear power plants, which may adversely affect the ability of the
issuers of such bonds to make payments of principal and/or interest on
such bonds.
Lease Obligation Revenue Bonds. Certain of the bonds may be lease
obligations issued for the most part by governmental authorities that
have no taxing power or other means of directly raising revenues.
Rather, the governmental authorities are financing vehicles created
solely for the construction of buildings (schools, administrative
offices, convention centers and prisons, for example) or the purchase of
equipment (police cars and computer systems, for example) that will be
used by a state or local government (the "lessee"). Thus, these
obligations are subject to the ability and willingness of the lessee
government to meet its lease rental payments which include debt service
on the obligations. Lease obligations are subject, in almost all cases,
to the annual appropriation risk, i.e., the lessee government is not
legally obligated to budget and appropriate for the rental payments
beyond the current fiscal year. These obligations are also subject to
construction and abatement risk in many states-rental obligations cease
in the event that delays in building, damage, destruction or
condemnation of the project prevents its use by the lessee. In these
cases, insurance provisions designed to alleviate this risk become
important credit factors. In the event of default by the lessee
government, there may be significant legal and/or practical difficulties
involved in the re-letting or sale of the project. Some of these issues,
particularly those for equipment purchase, contain the so-called
"substitution safeguard," which bars the lessee government, in the event
it defaults on its rental payments, from the purchase or use of similar
equipment for a certain period of time. This safeguard is designed to
insure that the lessee government will appropriate, even though it is
not legally obligated to do so, but its legality remains untested in
most, if not all, states.
Industrial Revenue Bonds. Certain of the bonds may be industrial revenue
bonds ("IRBs"), including pollution control revenue bonds, which are tax-
exempt securities issued by states, municipalities, public authorities
or similar entities to finance the cost of acquiring, constructing or
improving various industrial projects. These projects are usually
operated by corporate entities. Issuers are obligated only to pay
amounts due on the IRBs to the extent that funds are available from the
unexpended proceeds of the IRBs or receipts or revenues of the issuer
under an arrangement between the issuer and the corporate operator of a
project. The arrangement may be in the form of a lease, installment sale
agreement, conditional sale agreement or loan agreement, but in each
case the payments to the issuer are designed to be sufficient to meet
the payments of amounts due on the IRBs. Regardless of the structure,
payment of IRBs is solely dependent upon the creditworthiness of the
corporate operator of the project or corporate guarantor. Corporate
operators or guarantors may be affected by many factors which may have
an adverse impact on the credit quality of the particular company or
industry. These include cyclicality of revenues and earnings, regulatory
and environmental restrictions, litigation resulting from accidents or
environmentally-caused illnesses, extensive competition and financial
deterioration resulting from a complete restructuring pursuant to a
leveraged buy-out, takeover or otherwise. Such a restructuring may
result in the operator of a project becoming highly leveraged which may
impact on such operator's creditworthiness, which in turn would have an
adverse impact on the rating and/or market value of such bonds. Further,
the possibility of such a restructuring may have an adverse impact on
the market for and consequently the value of such bonds, even though no
actual takeover or other action is ever contemplated or affected. The
IRBs in a fund may be subject to special or extraordinary redemption
provisions which may provide for redemption at par or, with respect to
original issue discount bonds, at issue price plus the amount of
original issue discount accreted to the redemption date plus, if
applicable, a premium. The Sponsor cannot predict the causes or
likelihood of the redemption of IRBs or other bonds in the funds prior
to the stated maturity of such bonds.
Transportation Facility Revenue Bonds. Certain of the bonds may be
obligations which are payable from and secured by revenues derived from
the ownership and operation of facilities such as airports, bridges,
turnpikes, port authorities, convention centers and arenas. The major
portion of an airport's gross operating income is generally derived from
fees received from signatory airlines pursuant to use agreements which
Page 5
consist of annual payments for leases, occupancy of certain terminal
space and service fees. Airport operating income may therefore be
affected by the ability of the airlines to meet their obligations under
the use agreements. The air transport industry is experiencing
significant variations in earnings and traffic, due to increased
competition, excess capacity, increased costs, deregulation, traffic
constraints and other factors, and several airlines are experiencing
severe financial difficulties. The Sponsor cannot predict what effect
these industry conditions may have on airport revenues which are
dependent for payment on the financial condition of the airlines and
their usage of the particular airport facility. Similarly, payment on
bonds related to other facilities is dependent on revenues from the
projects, such as user fees from ports, tolls on turnpikes and bridges
and rents from buildings. Therefore, payment may be adversely affected
by reduction in revenues due to such factors as increased cost of
maintenance, decreased use of a facility, lower cost of alternative
modes of transportation, scarcity of fuel and reduction or loss of rents.
Educational Obligation Revenue Bonds. Certain of the bonds may be
obligations of issuers which are, or which govern the operation of,
schools, colleges and universities and whose revenues are derived mainly
from ad valorem taxes, or for higher education systems, from tuition,
dormitory revenues, grants and endowments. General problems relating to
school bonds include litigation contesting the state constitutionality
of financing public education in part from ad valorem taxes, thereby
creating a disparity in educational funds available to schools in
wealthy areas and schools in poor areas. Litigation or legislation on
this issue may affect the sources of funds available for the payment of
school bonds in the funds. General problems relating to college and
university obligations would include the prospect of a declining
percentage of the population consisting of "college" age individuals,
possible inability to raise tuitions and fees sufficiently to cover
increased operating costs, the uncertainty of continued receipt of
Federal grants and state funding and new government legislation or
regulations which may adversely affect the revenues or costs of such
issuers. All of such issuers have been experiencing certain of these
problems in varying degrees.
Resource Recovery Facility Revenue Bonds. Certain of the bonds may be
obligations which are payable from and secured by revenues derived from
the operation of resource recovery facilities. Resource recovery
facilities are designed to process solid waste, generate steam and
convert steam to electricity. Resource recovery bonds may be subject to
extraordinary optional redemption at par upon the occurrence of certain
circumstances, including but not limited to: destruction or condemnation
of a project; contracts relating to a project becoming void,
unenforceable or impossible to perform; changes in the economic
availability of raw materials, operating supplies or facilities
necessary for the operation of a project or technological or other
unavoidable changes adversely affecting the operation of a project;
administrative or judicial actions which render contracts relating to
the projects void, unenforceable or impossible to perform; or impose
unreasonable burdens or excessive liabilities. The Sponsor cannot
predict the causes or likelihood of the redemption of resource recovery
bonds in the funds prior to the stated maturity of the Bonds.
Discount Bonds. Certain of the bonds may have been acquired at a market
discount from par value at maturity. The coupon interest rates on the
discount bonds at the time they were purchased and deposited in the
funds were lower than the current market interest rates for newly issued
bonds of comparable rating and type. If such interest rates for newly
issued comparable bonds increase, the market discount of previously
issued bonds will become greater, and if such interest rates for newly
issued comparable bonds decline, the market discount of previously
issued bonds will be reduced, other things being equal. Investors should
also note that the value of bonds purchased at a market discount will
increase in value faster than bonds purchased at a market premium if
interest rates decrease. Conversely, if interest rates increase, the
value of bonds purchased at a market discount will decrease faster than
bonds purchased at a market premium. In addition, if interest rates
rise, the prepayment risk of higher yielding, premium bonds and the
prepayment benefit for lower yielding, discount bonds will be reduced. A
discount bond held to maturity will have a larger portion of its total
return in the form of taxable income and capital gain and less in the
form of tax-exempt interest income than a comparable bond newly issued
at current market rates. Market discount attributable to interest
changes does not indicate a lack of market confidence in the issue.
Neither the Sponsor nor the Trustee shall be liable in any way for any
default, failure or defect in any of the bonds.
Original Issue Discount Bonds. Certain of the bonds may be original
issue discount bonds. Under current law, the original issue discount,
which is the difference between the stated redemption price at maturity
and the issue price of the bonds, is deemed to accrue on a daily basis
and the accrued portion is treated as tax-exempt interest income for
Federal income tax purposes. On sale or redemption, any gain realized
that is in excess of the earned portion of original issue discount will
be taxable as capital gain unless the gain is attributable to market
discount in which case the accretion of market discount is taxable as
ordinary income. The current value of an original issue discount bond
reflects the present value of its stated redemption price at maturity.
The market value tends to increase in greater increments as the bonds
approach maturity.
Page 6
Zero Coupon Bonds. Certain of the original issue discount bonds may be
zero coupon bonds (including bonds known as multiplier bonds, money
multiplier bonds, capital appreciation bonds, capital accumulator bonds,
compound interest bonds and money discount maturity payment bonds). Zero
coupon bonds do not provide for the payment of any current interest and
generally provide for payment at maturity at face value unless sooner
sold or redeemed. Zero coupon bonds may be subject to more price
volatility than conventional bonds. While some types of zero coupon
bonds, such as multipliers and capital appreciation bonds, define par as
the initial offering price rather than the maturity value, they share
the basic zero coupon bond features of (1) not paying interest on a semi-
annual basis and (2) providing for the reinvestment of the bond's semi-
annual earnings at the bond's stated yield to maturity. While zero
coupon bonds are frequently marketed on the basis that their fixed rate
of return minimizes reinvestment risk, this benefit can be negated in
large part by weak call protection, i.e., a bond's provision for
redemption at only a modest premium over the accreted value of the bond.
Premium Bonds. Certain of the bonds may have been acquired at a market
premium from par value at maturity. The coupon interest rates on the
premium bonds at the time they were purchased by the fund were higher
than the current market interest rates for newly issued bonds of
comparable rating and type. If such interest rates for newly issued and
otherwise comparable bonds decrease, the market premium of previously
issued bonds will be increased, and if such interest rates for newly
issued comparable bonds increase, the market premium of previously
issued bonds will be reduced, other things being equal. The current
returns of bonds trading at a market premium are initially higher than
the current returns of comparable bonds of a similar type issued at
currently prevailing interest rates because premium bonds tend to
decrease in market value as they approach maturity when the face amount
becomes payable. Because part of the purchase price is thus returned not
at maturity but through current income payments, early redemption of a
premium bond at par or early prepayments of principal will result in a
reduction in yield. Redemption pursuant to call provisions generally
will, and redemption pursuant to sinking fund provisions may, occur at
times when the redeemed bonds have an offering side valuation which
represents a premium over par or for original issue discount bonds a
premium over the accreted value.
Page 7
CONTENTS OF REGISTRATION STATEMENT
Item A. Bonding Arrangements of Depositor
Nike Securities L.P. is covered by a Brokers' Fidelity Bond,
in the total amount of $1,000,000, the insurer being National
Union Fire Insurance Company of Pittsburgh.
Item B.
This Registration Statement on Form S-6 comprises the
following papers and documents:
The Facing Sheet
The Prospectus
The Signatures
Exhibits
UNDERTAKINGS
1. With the exception of the information included in the
state specific appendices to the Information Supplement, which
will vary depending upon the make-up of a Fund or updated to
reflect current events, any amendment to a Fund's Information
Supplement will be subject to the review of the staff of the
Securities and Exchange Commission prior to distribution; and
2. The Information Supplement to the Trust will not
include third party financial information.
S-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, The First Trust Combined Series 272, has duly
caused this Amendment of Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
Village of Lisle and State of Illinois on September 29, 1999.
THE FIRST TRUST COMBINED SERIES 272
By: NIKE SECURITIES L.P.
(Depositor)
By: Robert M. Porcellino
Senior Vice President
S-2
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following person in the capacity and on the date indicated:
NAME TITLE* DATE
Robert D. Van Kampen Director )
of Nike Securities )
Corporation, the ) September 29, 1999
General Partner of )
Nike Securities L.P. )
)
David J. Allen Director )
Of Nike Securities ) Robert M. Porcellino
Corporation, the ) Attorney-in-Fact**
General Partner of )
Nike Securities L.P. )
* The title of the person named herein represents his capacity
in and relationship to Nike Securities L.P., Depositor.
** An executed copy of the related power of attorney was filed
with the Securities and Exchange Commission in connection
with the Amendment No. 1 to Form S-6 of The First Trust
Combined Series 258 (File No. 33-63483) and the same is
hereby incorporated herein by this reference.
S-3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated September 29, 1999,
in Amendment No. 3 to the Registration Statement (Form S-6) (File
No. 333-22615) and related Prospectus of The First Trust Combined
Series 272.
ERNST & YOUNG LLP
Chicago, Illinois
September 29, 1999
CONSENTS OF COUNSEL
The consents of counsel are contained in their respective
opinions filed by this amendment as Exhibits 3.1, 3.2, 3.3, 3.4
and 3.5 to the Registration Statement.
CONSENT OF SECURITIES EVALUATION SERVICE, INC.
The consent of Securities Evaluation Service, Inc. to the use of
its name in the Prospectus included in the Registration Statement
is filed as Exhibit 4.1 to the Registration Statement.
S-4
EXHIBIT INDEX
1.1 Form of Standard Terms and Conditions of Trust for The
First Trust Combined Series 145 and subsequent Series
effective October 16, 1991, among Nike Securities L.P.,
as Depositor, United States Trust Company of New York,
as Trustee, Securities Evaluation Service, Inc., as
Evaluator and Nike Financial Advisory Services L.P., as
Portfolio Supervisor (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-43289] filed on
behalf of The First Trust Combined Series 145).
1.1.1 Form of Trust Agreement for Series 272 among Nike
Securities L.P., as Depositor, The Chase Manhattan Bank,
as Trustee, Securities Evaluation Service, Inc., as
Evaluator, and First Trust Advisors L.P., as Portfolio
Supervisor.
1.2 Copy of Certificate of Limited Partnership of Nike
Securities L.P. (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).
1.3 Copy of Amended and Restated Limited Partnership
Agreement of Nike Securities L.P. (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
1.4 Copy of Articles of Incorporation of Nike Securities
Corporation, General Partner of Nike Securities L.P.,
Depositor (incorporated by reference to Amendment No. 1
to Form S-6 [File No. 33-42683] filed on behalf of The
First Trust Special Situations Trust, Series 18).
1.5 Copy of By-Laws of Nike Securities Corporation, General
Partner of Nike Securities L.P., Depositor (incorporated
by reference to Amendment No. 1 to Form S-6 [File No. 33-
42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
1.7 Master Agreement Among Underwriters (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
43289] filed on behalf of The First Trust Combined
Series 145).
2.1 Copy of Certificate of Ownership (included in Exhibit
1.1 on page 2 and incorporated herein by reference).
S-5
3.1 Opinion of counsel as to legality of securities being
registered.
3.2 Opinion of counsel as to Federal income tax status of
securities being registered.
3.3 Opinion of counsel as to New York tax status of
securities being registered.
3.4 Opinion of counsel as to advancement of funds by
Trustee.
3.5 Opinions of state counsel.
4.1 Consent of Securities Evaluation Service, Inc.
6.1 List of Directors and Officers of Depositor and other
related information (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust,
Series 18).
7.1 Power of Attorney executed by the Director listed on
page S-3 of this Registration Statement (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
63483] filed on behalf of The First Trust Combined
Series 258).
S-6
MEMORANDUM
The First Trust Combined Series 272
File No. 333-22615
The Prospectus and the Indenture filed with Amendment No. 3
of the Registration Statement on Form S-6 have been revised to
reflect information regarding the execution of the Indenture and
the deposit of Bonds on September 29, 1999 and to set forth
certain statistical data based thereon. In addition, there are a
number of other changes described below.
THE PROSPECTUS
Cover Page The series number and date of the Trust in
the Fund has been added.
Summary data regarding the composition of the
portfolio of the Trust has been added.
The following information for the Trust appears:
Page 3 The total number of units of the Trust
The Public Offering Price on the business day
prior to the Date of Deposit
Estimated net annual unit income
The first and second distributions and record
dates
The Estimated Long-Term returns and Estimated
Current returns (if applicable) to Unit holders as
of the opening of business on the Date of Deposit
Essential information based on all distribution
plans
Page 5 The Report of Independent Auditors
Page 6 The Statement of Net Assets
Page 7 The portfolio for the Trust
Page 11 Information regarding special State considerations
(if applicable)
Page 16 The opinion of Special Counsel to the Fund for
State tax matters (if applicable)
The Trust Agreement and Standard Terms and Conditions of Trust
The Trust Agreement has been conformed to reflect the
execution thereof.
CHAPMAN AND CUTLER
September 29, 1999
THE FIRST TRUST COMBINED SERIES 272
TRUST AGREEMENT
Dated: September 29, 1999
This Trust Agreement among Nike Securities L.P., as Depositor, The
Chase Manhattan Bank, as Trustee, Securities Evaluation Service, Inc.,
as Evaluator, and First Trust Advisors L.P., as Portfolio Supervisor,
sets forth certain provisions in full and incorporates other provisions
by reference to the document entitled "Standard Terms and Conditions of
Trust for The First Trust Combined Series 145 and subsequent Series,
effective October 16, 1991" (herein called the "Standard Terms and
Conditions of Trust"), and such provisions as are set forth in full
and such provisions as are incorporated by reference constitute a
single instrument. All references herein to Articles and Sections
are to Articles and Sections of the Standard Terms and Conditions of Trust.
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor, the Trustee, the Evaluator and Portfolio
Supervisor agree as follows:
PART I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the Provisions of Part II hereof, all the provisions
contained in the Standard Terms and Conditions of Trust are herein
incorporated by reference in their entirety and shall be deemed
to be a part of this instrument as fully and to the same extent as
though said provisions had been set forth in full in this instrument.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
A. Section 1.01.(2) shall be amended to read as follows:
"(2) "Trustee" shall mean The Chase Manhattan Bank, or any successor
trustee appointed as hereinafter provided."
All references to United States Trust Company of New York in the
Standard Terms and Conditions of Trust shall be amended to refer to
The Chase Manhattan Bank.
B. Section 1.01(4) shall be amended to read as follows:
"(4) "Portfolio Supervisor" shall mean First Trust Advisors L.P.
and its successors in interest, or any successor portfolio supervisor
appointed as hereinafter provided."
C. The Bonds defined in Section 1.01(5) listed in Schedule
A hereto have been deposited in trust under this Trust Agreement.
D. Section 2.01 of Article II of the Standard Terms and
Conditions of Trust is hereby amended by inserting "(a)" prior to the
beginning of the text of the paragraph and adding the following additional
paragraphs:
"(b) From time to time following the Initial Date of Deposit, the
Depositor is hereby authorized, in its discretion, to assign, convey
to and deposit with the Trustee additional Bonds, in bearer
form or duly endorsed in blank or accompanied by all necessary
instruments of assignment and transfer in proper form (or Contract
Obligations relating to such Bonds), to be held, managed and
applied by the Trustee as herein provided. Such deposit of additional
Bonds shall be made, in each case, pursuant to a Notice of Deposit
of Additional Bonds from the Depositor to the Trustee. The Depositor,
in each case, shall ensure that each deposit of additional Bonds
pursuant to this Section shall be, as nearly as is practicable,
in the identical ratio as the Percentage Ratio for such Bonds as
is specified in the Prospectus for each Trust and the Depositor
shall ensure that such Bonds are identical to those deposited on
the Initial Date of Deposit. The Depositor shall deliver the
additional Bonds which were not delivered concurrently with the
deposit of additional Bonds and which were represented by Contract
Obligations within 10 calendar days after such deposit of additional
Bonds (the "Additional Bonds Delivery Period"). If a contract to buy such
Bonds between the Depositor and seller is terminated by the seller
thereof for any reason beyond the control of the Depositor or if for
any other reason the Bonds are not delivered to the Trust by the end
of the Additional Bonds Delivery Period for such deposit, the Trustee
shall immediately draw on the Letter of Credit, if any, in its
entirety, apply the monies in accordance with Section 2.01(d), and the
Depositor shall forthwith take the remedial action specified in Section 3.14.
(c) In connection with the deposits described in Section 2.01 (a) and (b),
the Depositor has, in the case of Section 2.01(a) deposits, and, prior
to the Trustee accepting a Section 2.01(b) deposit, will, deposit cash
and/or Letter(s) of Credit (meeting the conditions set forth in Section 2.07)
in an amount sufficient to purchase the Contract Obligations (the "Purchase
Amount") relating to Bonds which are not actually delivered to the Trustee
at the time of such deposit, the terms of which unconditionally allow the
Trustee to draw on the full amount of the available Letter of Credit. The
Trustee may deposit such cash or cash drawn on the Letter of Credit in a non-
interest bearing account for the Trust.
(d) In the event that the purchase of Contract Obligations pursuant to
any contract shall not be consummated in accordance with said contract or
if the Bonds represented by Contract Obligations are not delivered to the
Trust in accordance with Section 2.01(a) or 2.01(b) and the monies, or,
if applicable, the monies drawn on the Letter of Credit, deposited by the
Depositor are not utilized for Section 3.14 purchases of New Bonds, such
funds, to the extent of the purchase price of Special Bonds for which
no New Bond was acquired pursuant to Section 3.14, plus all amounts de-
scribed in the next succeeding two sentences, shall be credited to the
Principal Account and distributed pursuant to Section 3.05 to Unit holders
of record as of the Record Date next following the failure of consummation
of such purchase.
The Depositor shall cause to be refunded to each Unit holder his pro rata
portion of the sales charge levied on the sale of Units to such Unit holder
attributable to such Failed Contract Obligation. The Depositor shall also
pay to the Trustee, for distribution to the Unit holders, interest on the
amount of the purchase price to the Trust of the Special Bonds, at the rate
of 5% per annum to the date the Depositor notifies the Trustee that no New
Bond will be purchased or, in the absence of such notification, to the ex-
piration date for purchase of a New Bond specified in Section 3.14. Any
amounts remaining from monies drawn on the Letter of Credit which are not
used to purchase New Bonds or are not used to provide refunds to Unit
holders shall be paid to the Depositor.
(e) The Trustee is hereby irrevocably authorized to effect registration or
transfer of the Bonds in fully registered form to the name of the Trustee
or to the name of its nominee.
(f) In connection with and at the time of any deposit of additional Bonds
pursuant to Section 2.01(b), the Depositor shall exactly replicate Cash
(as defined below) received or receivable by the Trust as of the date
of such deposit. For purposes of this paragraph, "Cash" means, as to
the Principal Account, cash or other property (other than Bonds) on
hand in the Principal Account or receivable and to be credited to
the Principal Account as of the date of the deposit (other than amounts
to be distributed solely to persons other than holders of Units created
by the deposit) and, as to the Income Account, cash or other property
(other than Bonds) received by the Trust as of the date of the deposit
or receivable by the Trust in respect of a coupon date which has occurred
or will occur before the Trust will be the holder of record of a Bond,
reduced by the amount of any cash or other property received or receivable
on any Bonds allocable (in accordance with the Trustee's calculation of
the monthly distribution from the Income Account pursuant to Section 3.05)
to a distribution made or to be made in respect of a Record Date
occurring prior to the deposit. Such replication will be made on
the basis of a fraction, the numerator of which is the number of Units
created by the deposit and the denominator of which is the number of
Units which are outstanding immediately prior to the deposit."
E. The number of units in a Trust on the Initial Date of Deposit
referred to in Section 2.03 is set forth under the caption "Initial
Number of Units" in the section entitled "Summary of Essential Information"
in the Prospectus.
F. Article II of the Standard Terms and Conditions of Trust is hereby
amended by inserting the following paragraph which shall be entitled
Section 2.07.:
"Section 2.07. Letter of Credit. The Trustee shall not accept any
Letter of Credit under this Indenture unless the stated expiration date of
the Letter of Credit is at least thirty days from the respective
date of deposit of Contract Obligations pursuant to Section 2.01(a)
or 2.01(b). The Trustee is authorized to downpost the amount available
under the Letter of Credit, if any, deposited by the Depositor by an
amount equal to the purchase price of Contract Obligations representing
Bonds delivered to the Trust on the date of delivery of such Bonds."
G. The first paragraph of Section 3.05 shall be amended to read as
follows: "The Trustee, as of the "First Settlement Date", as set
forth in the section entitled "Summary of Essential Information" in the
Prospectus, shall advance from its own funds and shall pay to the
Depositor the amount of interest accrued to such date on the Bonds
deposited in the respective Trusts. The Trustee, as of the
"First Settlement Date," shall also advance to the Trust from its
own funds and distribute to the Depositor the amount specified in the
section entitled "Fee Table" in the Prospectus, which is the amount
by which the Trustee's fee is reduced and Trust expenses assumed by the
Trustee in respect of interest accrued on "when-issued" Bonds and on
Contract Bonds delivered to the Trustee subsequent to the First
Settlement Date pursuant to Section 6.04. The Trustee shall be
entitled to reimbursement, without interest, for such advancements
from interest received by the Trust. Subsequent distributions shall be
made as hereinafter provided."
H. All provisions regarding the Distribution Date included in Section
3.05 of Article III of the Standard Terms and Conditions of Trust are
hereby amended to change the Distribution Date from the first day of
the month following the Record Date to the last day of the month in
which the Record Date occurs.
I. Section 3.05 of Article III of the Standard Terms and Conditions
of Trust is hereby amended to include the following subsection:
"Section 3.05(e) deduct from the Interest Account or, to the extent
funds are not available in such Account, from the Principal Account
and pay to the Depositor the amount that it is entitled to receive
pursuant to Section 3.16.
J. The first sentence of Section 3.15. shall be amended to read as
follows:
"As compensation for providing supervisory portfolio services under
this Indenture, the Portfolio Supervisor shall receive, in arrears,
against a statement or statements therefor submitted to the Trustee
monthly or annually an aggregate annual fee in the amount of $.0035
per Unit, calculated based on the largest number of Units outstanding
during the calendar year except during the initial offering period
as determined in Section 4.01 of this Indenture, in which case the
fee is calculated based on the largest number of Units outstanding
during the period for which the compensation is paid (such annual fee
to be pro rated for any calendar year in which the Portfolio Supervisor
provides services during less than the whole of such year). Such fee
may exceed the actual cost of providing such portfolio supervision
services for the Trust, but at no time will the total amount
received for portfolio supervision services rendered to unit
investment trusts of which Nike Securities L.P. is the sponsor
in any calendar year exceed the aggregate cost to the Portfolio
Supervisor of supplying such services in such year."
K. Article III of the Standard Terms and Conditions of Trust is
hereby amended by inserting the following paragraphs which shall be
entitled Section 3.16.:
"Section 3.16. Bookkeeping and Administrative Expenses. As compensation
for providing bookkeeping or other administrative services of a
character described in Section 26(a)(2)(C) of the Investment Company
Act of 1940 to the extent such services are in addition to, and do
not duplicate, the services to be provided hereunder by the Trustee
or the Portfolio Supervisor, the Depositor shall receive against a
statement or statements therefor submitted to the Trustee monthly or
annually an aggregate annual fee in the amount of $.0014 per Unit,
calculated based on the largest number of Units outstanding during the
calendar year except during the initial offering period as determined
in Section 4.01 of this Indenture, in which case the fee is calculated
based on the largest number of Units outstanding during the period for
which the compensation is paid (such annual fee to be pro rated for
any calendar year in which the Depositor provides services during less
than the whole of such year). Such fee may exceed the actual cost of
providing such bookkeeping and administrative services for the Trust,
but at no time will the total amount received for bookkeeping and
administrative services rendered to unit investment trusts of which Nike
Securities L.P. is the sponsor in any calendar year exceed the
aggregate cost to the Depositor of supplying such services in such year.
Such compensation may, from time to time, be adjusted provided that the
total adjustment upward does not, at the time of such adjustment, exceed
the percentage of the total increase, after the date hereof, in
consumer prices for services as measured by the United States Department
of Labor Consumer Price Index entitled "All Services Less Rent of
Shelter" or similar index, if such index should no longer be published.
The consent or concurrence of any Unit holder hereunder shall not be
required for any such adjustment or increase. Such compensation shall
be paid by the Trustee, upon receipt of invoice therefor from the
Depositor, upon which, as to the cost incurred by the Depositor of
providing services hereunder the Trustee may rely, and shall be
charged against the Interest and Principal Accounts on or before the
Distribution Date following the Monthly Record Date on which such
period terminates. The Trustee shall have no liability to any
Certificateholder or other person for any payment made in good faith
pursuant to this Section.
If the cash balance in the Interest and Principal Accounts shall be
insufficient to provide for amounts payable pursuant to this Section
3.16, the Trustee shall have the power to sell (i) Bonds from the
current list of Bonds designated to be sold pursuant to Section 5.02
hereof, or (ii) if no such Bonds have been so designated, such Bonds
as the Trustee may see fit to sell in its own discretion, and to
apply the proceeds of any such sale in payment of the amounts payable
pursuant to this Section 3.16.
Any moneys payable to the Depositor pursuant to this Section 3.16
shall be secured by a prior lien on the Trust Fund except that no
such lien shall be prior to any lien in favor of the Trustee under
the provisions of Section 6.04 herein.
L. Section 6.01(i) of the Standard Terms and Conditions of Trust
shall be amended by deleting the first word of such Section and replacing
it with the following:
"Except as provided in Section 3.01, no"
M. The third paragraph of Section 6.02 of the Standard Terms and
Conditions of Trust shall be deleted in its entirety and replaced
with the following:
"The Trustee shall pay, or reimburse to the Depositor, the expenses
related to the updating of the Trust's registration statement, to the
extent of legal fees, typesetting fees, electronic filing expenses and
regulatory filing fees. Such expenses shall be paid from the Interest
Account, or to the extent funds are not available in such Account, from
the Principal Account, against an invoice or invoices therefor presented
to the Trustee by the Depositor. By presenting such invoice or invoices,
the Depositor shall be deemed to certify, upon which certification the
Trustee is authorized conclusively to rely, that the amounts claimed
therein are properly payable pursuant to this paragraph. The Depositor
shall provide the Trustee, from time to time as requested, an estimate of
the amount of such expenses, which the Trustee shall use for the purpose of
estimating the accrual of Trust expenses. The amount paid by the Trust
pursuant to this paragraph in each year shall be separately identified in
the annual statement provided to Certificateholders. The Depositor shall
assure that the Prospectus for the Trust contains such disclosure as shall
be necessary to permit payment by the Trust of the expenses contemplated by
this paragraph under applicable laws and regulations.
The provisions of this paragraph shall not limit the authority of the
Trustee to pay, or reimburse to the Depositor or others, such other or
additional expenses as may be determined to be payable from the Trust as
provided in Section 6.02 of the Standard Terms and Conditions of Trust."
N. Notwithstanding anything to the contrary in Section 6.04 of the
Standard Terms and Conditions of Trust the Trustee's compensation rate
shall be an annual fee in the amount of $ .0141 and $ .0096 per Unit
for those portions of the Trust representing monthly and semiannual
distribution plans, respectively, calculated based on the largest
number of Units outstanding during the calendar year except during
the initial offering period as determined in Section 4.01 of this
Indenture, in which case the fee is calculated based on the largest
number of Units outstanding during the period for which compensation
is paid (such annual fee to be pro rated for any calendar year in which
the Trustee provides services during less than the whole of such year).
However, in no event, except as may otherwise be provided in the Standard
Terms and Conditions of Trust, shall the Trustee receive compensation in
any one year from any Trust of less than $2,000 for such annual
compensation. If provided for in the prospectus for a Trust, during
the first year of a Trust, such compensation shall be reduced by the amount
of interest which accrues on any "when-issued" Bonds and Contract Bonds
from the First Settlement Date, as defined in Part II of the Trust Agreement,
to the respective delivery dates of such Bonds and Contract Bonds."
O. The third sentence of paragraph (a) of Section 6.05 of the
Standard Terms and Conditions of Trust shall be replaced in its
entirety by the following:
"In case at any time the Trustee shall become incapable of acting, or
if a court having jurisdiction in the premises shall enter a decree or order
for relief in respect of the Trustee in an involuntary case, or the Trustee
shall commence a voluntary case, under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, or any receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) for the
Trustee or for any substantial part of its property shall be appointed, or
the Trustee shall make any general assignment for the benefit of creditors,
or shall generally fail to pay its debts as they become due, or if the
Sponsor shall determine in good faith that there has occurred either (1)
a material deterioration in the creditworthiness of the Trustee or (2) one
or more negligent acts on the part of the Trustee having a materially
adverse effect, either singly or in the aggregate, on the Trust or on one
or more Trusts of one or more Funds, such that the replacement of the Trustee
is in the best interests of the Unit holders, the Sponsor may remove the
Trustee and appoint a successor trustee by written instrument, in duplicate,
one copy of which shall be delivered to the Trustee so removed and one copy
to the successor trustee."
P. Section 8.04 is hereby amended by inserting the following at the end
of such section:
", except as provided in Section 3.01"
Q. The fractional undivided interest in and ownership of the Trust
Fund represented by each Unit for a Trust on the Initial Date of Deposit
is the amount set forth under the caption "Fractional Undivided Interest
in the Trust per Unit" in the section entitled "Summary of Essential
Information" in the Prospectus.
R. The approximate amount, if any, which the Trustee shall be
required to advance out of its own funds and cause to be paid to the
Depositor pursuant to the second sentence of Section 3.05 shall be the
amount per Unit for each Trust that the Trustee agreed to reduce its
fee or pay Trust Fund expenses set forth in the footnotes to the
"Fee Table" for each Trust in the Prospectus times the number of units
for such Trust referred to in Part II E. of this Trust Agreement.
S. For each Trust the First General Record Date and the amount of the
second distribution of funds from the Interest Account shall be the
record date for the Interest Account and the amount set forth under
"Summary of Essential Information" in the Prospectus.
T. For each Trust the "First Settlement Date" is the date set
forth under "Summary of Essential Information-First Settlement Date"
for such Trust in the Prospectus.
U. The first sentence of Section 4.03 of the Standard Terms and Conditions
of Trust shall be deleted its entirety and replaced with the following:
"As compensation for its services hereunder, the Evaluator shall receive
against a statement therefor submitted to the Trustee an annual fee in
the amount of $0.30 Per $1,000 principal amount of Bonds in the Trust on the
Date of Calculation. For purposes of this section, the Date of Calculation
and the determination of the principal amount of Bonds outstanding on such
date means (1) the date of the evaluation during the initial offering period
and (2) after the initial offering period, the date the initial offering
period ends."
The last sentence of Section 4.03 shall be deleted in its entirety.
V. Unless the context otherwise requires, for each Trust, any reference
to $1,000 per Unit in each Trust shall be amended to read $10 per Unit.
W. Unless the context otherwise requires, for each Trust, any reference
to a fee amount per Unit shall be amended to read as a fee amount per 100
Units.
PART III
Notwithstanding any provision to the contrary contained in the Standard
Terms and Conditions of Trust and in lieu of the receipt of Certificates
evidencing ownership of Units of the Fund, the Sponsor or any Underwriter
of the Fund listed under the caption "Underwriting" in the Prospectus, at
its option, may elect that Units of the Fund owned by it be reflected by
book entry on the books and records of the Trustee. For all purposes such
Sponsor or Underwriter shall be deemed the owner of such Units as if a
Certificate evidencing ownership of Units of the Fund had actually been
issued by the Trustee. The Units reflected by book entry on the books and
records of the Trustee may be transferable by the registered owner of such
Units by written instrument in form satisfactory to the Trustee. The
registered owner of Units reflected by book entry on the books and records
of the Trustee shall have the right at any time to obtain Certificates
evidencing ownership of such Units.
IN WITNESS WHEREOF, Nike Securities L.P., The Chase Manhattan Bank,
Securities Evaluation Service, Inc. and First Trust Advisors L.P. have
each caused this Trust Agreement to be executed and the respective
corporate seal to be hereto affixed and attested (if applicable) by
authorized officers; all as of the day, month and year first above written.
NIKE SECURITIES L.P.,
Depositor
By Robert M. Porcellino
Senior Vice President
THE CHASE MANHATTAN BANK, Trustee
(SEAL) By Rosalia Raviele
Vice President
Attest:
Joan A. Currie
Assistant Treasurer
SECURITIES EVALUATION SERVICE, INC.,
Evaluator
(SEAL) By James Couture
Vice President
Attest:
James G. Prince
Vice President and
Assistant Secretary
FIRST TRUST ADVISORS L.P.,
Portfolio Supervisor
By Robert M. Porcellino
Senior Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
THE FIRST TRUST COMBINED SERIES 272
(Note: Incorporated herein and made a part hereof is the "Portfolio" as
set forth for each Trust in the Prospectus.)
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
September 29, 1999
Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
Re: The First Trust Combined Series 272
Gentlemen:
We have served as counsel for Nike Securities L.P., as
Sponsor and Depositor of The First Trust Combined Series 272, in
connection with the preparation, execution and delivery of a
Trust Agreement dated September 29, 1999 among Nike Securities
L.P., as Depositor, The Chase Manhattan Bank, as Trustee,
Securities Evaluation Service, Inc., as Evaluator, and First
Trust Advisors L.P., as Portfolio Supervisor, pursuant to which
the Depositor has delivered to and deposited the Bonds listed in
Schedule A to the Trust Agreement with the Trustee and pursuant
to which the Trustee has issued to or on the order of the
Depositor a certificate or certificates representing units of
fractional undivided interest in and ownership of the Fund
created under said Trust Agreement.
In connection therewith, we have examined such pertinent
records and documents and matters of law as we have deemed
necessary in order to enable us to express the opinions
hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. The execution and delivery of the Trust Agreement and
the execution and issuance of certificates evidencing the Units
in the Fund have been duly authorized; and
2. the certificates evidencing the Units in the Fund when
duly executed and delivered by the Depositor and the Trustee in
accordance with the aforementioned Trust Agreement, will
constitute valid and binding obligations of the Fund and the
Depositor in accordance with the terms thereof.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement (File No. 333-22615)
relating to the Units referred to above, to the use of our name
and to the reference to our firm in said Registration Statement
and in the related Prospectus.
Respectfully submitted,
CHAPMAN AND CUTLER
EFF/erg
Chapman and Cutler
111 West Monroe Street
Chicago, Illinois 60603
September 29, 1999
Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
The Chase Manhattan Bank
Unit Investment Trust Division
4 New York Plaza, 6th Floor
New York, New York 10004-2413
Re: The First Trust Combined Series 272
Gentlemen:
We have acted as counsel for Nike Securities L.P., Depositor
The First Trust Combined Series 272 (the "Fund"), in connection
with the issuance of Units of fractional undivided interest in
the several Trusts of said Fund under a Trust Agreement dated
September 29, 1999 (the "Indenture") between Nike Securities
L.P., as Depositor, Securities Evaluation Services, Inc., as
Evaluator, and The Chase Manhattan Bank, as Trustee.
In this connection, we have examined the Registration
Statement, the form of Prospectus proposed to be filed with the
Securities and Exchange Commission, the Indenture and such other
instruments and documents as we have deemed pertinent. For
purposes of the following opinions, it is assumed that each asset
of the Trust is debt, the interest on which is excluded from
gross income for federal income tax purposes.
Based upon the foregoing and upon an investigation of such
matters of law as we consider to be applicable, we are of the
opinion that, under existing federal income tax law:
(i) The Trust is not an association taxable as a
corporation but will be governed by the provisions of
subchapter J (relating to trusts) of Chapter 1, Internal
Revenue Code of 1986 (the "Code").
(ii) Each Unit holder will be considered as owning a
pro rata share of each asset of the respective Trust in the
proportion that the number of Units of such Trust held by
him bears to the total number of Units outstanding of such
Trust. Under Subpart E, Subchapter J of Chapter 1 of the
Code, income of each Trust will be treated as income of each
Unit holder of the respective Trust in the proportion
described, and an item of Trust income will have the same
character in the hands of a Unit holder as it would have in
the hands of the Trustee. Accordingly, to the extent that
the income of a Trust consists of interest and original
issue discount excludable from gross income under Section
103 of the Code, such income will be excludable from Federal
gross income of the Unit holders, except in the case of a
Unit holder who is a substantial user (or a person related
to such user) of a facility financed through issuance of any
industrial development bonds or certain private activity
bonds held by the Trust. In the case of such Unit holder
who is a substantial user (and no other) interest received
with respect to his Units attributable to such industrial
development bonds or such private activity bonds is
includable in his gross income. In the case of certain
corporations, interest on the Bonds is included in computing
the alternative minimum tax pursuant to Section 56(c) of the
Code and the branch profits tax imposed by Section 884 of
the Code with respect to U.S. branches of foreign
corporations.
(iii) Gain or loss will be recognized to a Unit holder
upon redemption or sale of his Units. Such gain or loss is
measured by comparing the proceeds of such redemption or
sale with the adjusted basis of the Units. If a Bond is
acquired with accrued interest, that portion of the price
paid for the accrued interest is added to the tax basis of
the Bond. When this accrued interest is received, it is
treated as a return of capital and reduces the tax basis of
the Bond. If a Bond is purchased for a premium, the amount
of the premium is added to the tax basis of the Bond. Bond
premium is amortized over the remaining term of the Bond,
and the tax basis of the Bond is reduced each tax year by
the amount of the premium amortized in that tax year.
Accordingly, Unit holders must reduce the tax basis of their
Units for their share of accrued interest received by the
Trust, if any, on Bonds delivered after the Unit holders pay
for their Units to the extent that such interest accrued on
such Bonds before the date the Trust acquired ownership of
the Bonds (and the amount of this reduction may exceed the
amount of accrued interest paid to the seller) and,
consequently, such Unit holders may have an increase in
taxable gain or reduction in capital loss upon the
disposition of such Units. In addition, such basis will be
increased by the Unit holders aliquot share of the accrued
original issue discount (and market discount, if the Unit
holder elects to include market discount in income as it
accrues) with respect to each Bond held by the Trust with
respect to which there was original issue discount at the
time the Bond was issued (or which was purchased with market
discount) and reduced by the annual amortization of bond
premium, if any, on Bonds held by the Trust.
(iv) If the Trustee disposes of a Trust asset (whether
by sale, payment on maturity, liquidation, redemption or
otherwise) gain or loss is recognized to the Unit holder and
the amount thereof is measured by comparing the Unit
holders aliquot share of the total proceeds from the
transaction with his basis for his fractional interest in
the asset disposed of. Such basis is ascertained by
apportioning the tax basis for his Units among each of the
Trust assets (as of the date on which his Units were
acquired) ratably according to their values as of the
valuation date nearest the date on which he purchased such
Units. A Unit holders basis in his Units and of his
fractional interest in each Trust asset must be reduced by
the amount of his aliquot share of accrued interest received
by the Trust, if any, on Bonds delivered after the Unit
holders pay for their Units to the extent that such interest
accrued on the Bonds before the date the Trust acquired
ownership of the Bonds (and the amount of this reduction may
exceed the amount of accrued interest paid to the seller),
must be reduced by the annual amortization of bond premium,
if any, on Bonds held by the Trust and must be increased by
the Unit holders share of the accrued original issue
discount (and market discount, if the Unit holder elects to
include market discount in income as it accrues) with
respect to each Bond which, at the time the Bond was issued,
had original issue discount (or which was purchased with
market discount).
(v) In the case of any Bond held by the Trust where
the "stated redemption price at maturity" exceeds the "issue
price", such excess shall be original issue discount. With
respect to each Unit holder, upon the purchase of his Units
subsequent to the original issuance of Bonds held by the
Trust, Section 1272(a)(7) of the Code provides for a
reduction in the accrued "daily portion" of such original
issue discount upon the purchase of a Bond subsequent to the
Bonds original issue, under certain circumstances. In the
case of any Bond held by the Trust the interest on which is
excludable from gross income under Section 103 of the Code,
any original issue discount which accrues with respect
thereto will be treated as interest which is excludable from
gross income under Section 103 of the Code.
(vi) We have examined the municipal bond unit
investment trust insurance policies, if any, issued to the
Trust on the Date of Deposit by AMBAC Assurance Corporation,
Financial Guaranty Insurance Corporation or a combination
thereof. Each such policy, or a combination of such
policies, insures all bonds held by the Trustee for that
particular Trust (other than bonds described in paragraph
(vii)) against default in the prompt payment of principal
and interest. In our opinion, any amount paid under each
said policy, or a combination of said policies, which
represents maturing interest on defaulted Bonds held by the
Trustee will be excludable from Federal gross income if, and
to the same extent as, such interest would have been so
excludable if paid in normal course by the Issuer of the
defaulted Bonds provided that, at the time such policies are
purchased, the amounts paid for such policies are
reasonable, customary and consistent with the reasonable
expectation that the Issuer of the Bonds, rather than the
insurer, will pay debt service on the Bonds. Paragraph (ii)
of this opinion is accordingly applicable to insurance
proceeds representing maturing interest.
(vii) Certain bonds in the portfolio of the Trust have
been insured by the issuers thereof against default in the
prompt payment of principal and interest (the "Insured
Bonds"). Insurance has been obtained for such Insured
Bonds, or, in the case of a commitment, the Bonds will be
ultimately insured under the terms of such an insurance
policy, which are designated as issuer Insured Bonds on the
portfolio pages of the respective Trusts in the prospectus
for the Fund, by the issuer of such Insured Bonds.
Insurance on Insured Bonds is effective so long as such
Insured Bonds remain outstanding. For each of these Insured
Bonds, we have been advised that the aggregate principal
amount of such Insured Bonds listed on the portfolio page
for the respective Trust was acquired by the applicable
Trust and are part of the series of such Insured Bonds
listed in the aggregate principal amount. Based upon the
assumption that the Insured Bonds of the Trust are part of
the series covered by an insurance policy or, in the case of
a commitment, will be ultimately insured under the terms of
such an insurance policy, it is our opinion that any amounts
received by the applicable Trust representing maturing
interest on such Insured Bonds will be excludable from
federal gross income if, and to the same extent as, such
interest would have been so excludable if paid in normal
course by the Issuer provided that, at the time such
policies are purchased, the amounts paid for such policies
are reasonable, customary and consistent with the reasonable
expectation that the issuer of the Insured Bonds, rather
than the insurer, will pay debt service on the Insured
Bonds. Paragraph (ii) of this opinion is accordingly
applicable to such payment.
Sections 1288 and 1272 of the Code provide a complex set of
rules governing the accrual of original issue discount. These
rules provide that original issue discount accrues either on the
basis of a constant compound interest rate or ratably over the
term of the Bond, depending on the date the Bond was issued. In
addition, special rules apply if the purchase price of a Bond
exceeds the original issue price plus the amount of original
issue discount which would have previously accrued based upon its
issue price (its "adjusted issue price"). The application of
these rules will also vary depending on the value of the Bond on
the date a Unit holder acquires his Units, and the price the Unit
holder pays for his Units.
Because the Trust does not include any "private activity"
bonds within the meaning of Section 141 of the Code issued on or
after August 8, 1986, none of the Trust Fund's interest income
shall be treated as an item of tax preference when computing the
alternative minimum tax. In the case of corporations, for
taxable years beginning after December 31, 1986, the alternative
minimum tax depends upon the corporations alternative minimum
taxable income ("AMTI") which is the corporations taxable income
with certain adjustments.
Pursuant to Section 56(c) of the Code, one of the adjustment
items used in computing AMTI of a corporation (other than an S
corporation, Regulated Investment Company, Real Estate Investment
Trust, REMIC or FASIT) for taxable years beginning after 1989, is
an amount equal to 75% of the excess of such corporations
"adjusted current earnings" over an amount equal to its AMTI
(before such adjustment item and the alternative tax net
operating loss deduction). "Adjusted current earnings" includes
all tax-exempt interest, including interest on all Bonds in the
Trust, and tax-exempt original issue discount.
Effective for tax returns filed after December 31, 1987, all
taxpayers are required to disclose to the Internal Revenue
Service the amount of tax-exempt interest earned during the year.
Section 265 of the Code provides for a reduction in each
taxable year of 100 percent of the otherwise deductible interest
on indebtedness incurred or continued by financial institutions,
to which either Section 585 or Section 593 of the Code applies,
to purchase or carry obligations acquired after August 7, 1986,
the interest on which is exempt from Federal income taxes for
such taxable year. Under rules prescribed by Section 265, the
amount of interest otherwise deductible by such financial
institutions in any taxable year which is deemed to be
attributable to tax-exempt obligations acquired after August 7,
1986, will generally be the amount that bears the same ratio to
the interest deduction otherwise allowable (determined without
regard to Section 265) to the taxpayer for the taxable year as
the taxpayers average adjusted basis (within the meaning of
Section 1016) of tax-exempt obligations acquired after August 7,
1986, bears to such average adjusted basis for all assets of the
taxpayer. Legislative proposals have been made that would extend
the financial institution rules to all corporations.
We also call attention to the fact that, under Section 265
of the Code, interest on indebtedness incurred or continued to
purchase or carry Units is not deductible for Federal income tax
purposes. Under rules used by the Internal Revenue Service for
determining when borrowed funds are considered used for the
purpose of purchasing or carrying particular assets, the purchase
of Units may be considered to have been made with borrowed funds
even though the borrowed funds are not directly traceable to the
purchase of Units. However, these rules generally do not apply
to interest paid on indebtedness incurred for expenditures of a
personal nature such as a mortgage incurred to purchase or
improve a personal residence.
"The Revenue Reconciliation Act of 1993" (the "Tax Act")
subjects tax-exempt bonds to the market discount rules of the
Code effective for bonds purchased after April 30, 1993. In
general, market discount is the amount (if any) by which the
stated redemption price at maturity exceeds an investors
purchase price (except to the extent that such difference, if
any, is attributable to original issue discount not yet accrued)
subject to a statutory de minimis rule. Market discount can
arise based on the price a Trust pays for Bonds or the price a
Unit holder pays for his or her Units. Under the Tax Act,
accretion of market discount is taxable as ordinary income; under
prior law, the accretion had been treated as capital gain.
Market discount that accretes while a Trust holds a Bond would be
recognized as ordinary income by the Unit holders when principal
payments are received on the Bond, upon sale or at redemption
(including early redemption), or upon the sale or redemption of
his or her Units, unless a Unit holder elects to include market
discount in taxable income as it accrues.
Chapman and Cutler has expressed no opinion with respect to
taxation under any other provisions of Federal law. Ownership of
the Units may result in collateral Federal income tax
consequences to certain taxpayers. Prospective investors should
consult their tax advisors as to the applicability of any such
collateral consequences.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement (File No. 333-22615)
relating to the Units referred to above and to the use of our
name and to the reference of our firm in said Registration
Statement and in the related Prospectus.
Very truly yours,
Chapman and Cutler
EFF/erg
CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NEW YORK 10005
September 29, 1999
The Chase Manhattan Bank
as Trustee of
The First Trust Combined,
Series 272
4 New York Plaza, 6th Floor
New York, New York 10004-2413
Attention: Mr. Paul J. Holland
Vice President
Re: The First Trust Combined Series 272
Dear Sirs:
We are acting as special counsel with respect to New York
tax matters for the unit investment trust or trusts included in
The First Trust Combined Series 272 (each, a "Trust"), which will
be established under a certain Standard Terms and Conditions of
Trust dated October 16, 1991, and a related Trust Agreement dated
today's date (collectively, the "Indenture"), among Nike
Securities L.P., as Depositor (the "Depositor"), Securities
Evaluation Service, Inc., as Evaluator, First Trust Advisors
L.P., as Portfolio Supervisor, and The Chase Manhattan Bank, as
Trustee (the "Trustee"). Pursuant to the terms of the Indenture,
units of fractional undivided interest in the Trusts (the
"Units") will be issued in the aggregate number set forth in the
Indenture.
We have examined and are familiar with originals or certified
copies, or copies otherwise identified to our satisfaction, of
such documents as we have deemed necessary or appropriate for the
purpose of this opinion. In giving this opinion, we have relied
upon the two opinions, each dated today and addressed to the
Trustee, of Chapman and Cutler, counsel for the Depositor, with
respect to the matters of law set forth therein.
Based upon the foregoing, we are of the opinion that the
Trust will not constitute an association taxable as a corporation
under New York law, and accordingly will not be subject to the
New York State franchise tax or the New York City general
corporation tax.
We consent to the filing of this opinion as an exhibit to
the Registration Statement (No. 333-22615) filed with the
Securities and Exchange Commission with respect to the
registration of the sale of the Units and to the references to
our name in such Registration Statement and the preliminary
prospectus included therein.
Very truly yours,
CARTER, LEDYARD & MILBURN
CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NEW YORK 10005
September 29, 1999
The Chase Manhattan Bank,
as Trustee of The First Trust Combined,
Series 272
4 New York Plaza, 6th Floor
New York, New York 10004-2413
Attention: Mr. Paul J. Holland
Vice President
Re: The First Trust Combined Series 272
Dear Sirs:
We are acting as counsel for The Chase Manhattan Bank
("Chase") in connection with the execution and delivery of a
Trust Agreement (the "Trust Agreement") dated today's date (which
Trust Agreement incorporates by reference a certain Standard
Terms and Conditions of Trust dated October 16, 1991, and the
same are collectively referred to herein as the "Indenture"),
among Nike Securities L.P. as Depositor (the "Depositor"),
Securities Evaluation Service, Inc., as Evaluator, First Trust
Advisors L.P., as Portfolio Supervisor, and Chase, as Trustee
(the "Trustee"), establishing the unit trust or trusts included
in The First Trust Combined Series 272(each, a "Trust"), and the
confirmation by Chase, as Trustee under the Indenture, that it
has registered on the registration books of the Trust the
ownership by the Depositor of a number of units constituting the
entire interest in the Trust (such aggregate units being herein
called ("Units"), each of which represents an undivided interest
in the Trust, which consists of tax-exempt municipal bonds
(including confirmations of contracts for the purchase of certain
bonds not delivered and cash, cash equivalents or an irrevocable
letter of credit or a combination thereof, in the amount required
for such purchase upon the receipt of such bonds), such bonds
being defined in the Indenture as Bonds and listed in the
Schedule to the Indenture.
We have examined the Indenture, a specimen of the
certificates to be issued thereunder (the "Certificates"), the
Closing Memorandum dated today's date, and such other documents
as we have deemed necessary in order to render this opinion.
Based on the foregoing, we are of the opinion that:
1. Chase is a duly organized and existing corporation
having the powers of a trust company under the laws of the State
of New York.
2. The Trust Agreement has been duly executed and
delivered by Chase and, assuming due execution and delivery by
the other parties thereto, constitutes the valid and legally
binding obligation of Chase.
3. The Certificates are in proper form for execution and
delivery by Chase, as Trustee.
4. Chase, as Trustee, has registered on the registration
books of the Trust the ownership of the Units by the Depositor.
Upon receipt of confirmation of the effectiveness of the
registration statement for the sale of the Units filed with the
Securities and Exchange Commission under the Securities Act of
1933, the Trustee may deliver Certificates for such Units, in
such names and denominations as the Depositor may request, to or
upon the order of the Depositor, as provided in the Closing
Memorandum.
5. Chase, as Trustee, may lawfully advance to the Trust
amounts as may be necessary to provide periodic interest
distributions of approximately equal amounts, and be reimbursed,
without interest, for any such advances from funds in the
interest account, as provided in the Indenture.
In rendering the foregoing opinion, we have not considered,
among other things, whether the Bonds have been duly authorized
and delivered.
Very truly yours,
CARTER, LEDYARD & MILBURN
Miller, Canfield, Paddock and Stone, p.l.c.
1400 North Woodward Avenue, Suite 100
Bloomfield Hills, Michigan 48304
September 29, 1999
The First Trust Combined Series 272
Michigan Municipal Tax-Free Value Portfolio,
In care of
Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
The Chase Manhattan Bank
as Trustee of The First Trust Combined
Series 272, Michigan Municipal Tax-Free Value Portfolio
4 New York Plaza, 6th Floor
New York, New York 10004-2413
Re: The First Trust Combined Series 272
Michigan Municipal Tax-Free Value
Portfolio,
Investment Grade Series 34
Gentlemen:
We have acted as special Michigan counsel to you as sponsors
and trustees of The First Trust Combined Series 272, Michigan
Municipal Tax-Free Value Portfolio, Investment Grade Series 34,
referred to above (the "Fund"). You have asked that we, acting
in such capacity, render an opinion to you with respect to
certain matters relating to the issuance of the units of
fractional undivided interest in the Fund (the "Units") pursuant
to a Registration Statement on Form S-6 filed with the Securities
and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Registration Statement").
You have requested our opinion as to the applicability to
the Michigan Municipal Tax-Free Value Portfolio (the "Michigan
Trust") and the holders of Units (the "Holders"), each of which
Units represents the ownership of a specified fractional
undivided interest in the assets of the Michigan Trust, of the
Michigan Income Tax Act (M.C.L.A. Sections 206.1 et seq.; M.S.A.
Sections 7.557 (101) et seq.) (the "Michigan Income Tax"), the
City Income Tax Act (M.C.L.A. Sections 141.501 et seq.; M.S.A.
Sections 5.3194 (1) et seq.), which incorporates the "Uniform
City Income Tax Ordinance," the First Class School District
excise tax upon income (M.C.L.A. Section 380.451; M.S.A.
S15.4451) (collectively, the "income tax laws"), the Michigan
Single Business Tax Act (M.C.L.A. Sections 208.1 et seq.; M.S.A.
Sections 7.558 (1) et seq.) (the "Single Business Tax") and the
Michigan Tax on Ownership of Intangible Personal Property
(M.C.L.A. Sections 205.131 et seq.; M.S.A. Sections 7.556 (1) et
seq.) (the "Intangibles Tax"). The total repeal of the
Intangibles Tax was effective January 1, 1998 (1995 PA 4 and 5).
The Michigan Income Tax rate will be reduced, from the present
4.4 percent to 4.3 percent for year 2000; 4.2 percent for year
2001; 4.1 percent for year 2002; 4.0 percent for year 2003; and
3.9 percent for year 2004 and after (1999 PA 1-6). The Single
Business Tax will be phased-out over a twenty-three year period,
assuming specified Budget Stabilization Fund levels are
maintained, at a rate of one-tenth of one percent per year,
beginning in 1999 (1999 PA 115). The City income Tax Act was
amended, for cities with a population of 750,000 or more, such as
Detroit, to require, over a ten-year period, a gradual total
reduction of their respective city income tax rates of one
percent for residents and one-half of one percent for non-
residents. This gradual rate reduction is effective for tax
years beginning on or after July 1, 1999, and each July 1
thereafter, unless a city requests a suspension of a reduction
under specified economic conditions (1998 PA 500). You have also
requested our opinion regarding the tax status of proceeds
payable from an insurance policy to be obtained by either the
Fund or by the issuer of the Bonds involved, guaranteeing prompt
payment of principal and interest on all Bonds in the portfolio
of the Fund.
The Michigan Trust, its formation, its proposed method of
operation, the rights of owners of Certificates representing
Units, the nature of such ownership and the portfolio of
investments of the Michigan Trust are described and set forth in
the Prospectus dated September 29, 1999, filed with the
Securities and Exchange commission in Registration No. 333-22615.
In giving our opinion set forth hereunder, we have relied upon
the facts contained in such Registration Statement, including the
fact that, at the respective dates of issuance of the underlying
Debt Obligations, opinions of bond counsel to the respective
Michigan authorities issuing such Debt Obligations were given
with respect to the validity of the Debt Obligations and the
exemption of the same, and of the interest thereon, from Michigan
taxation.
Based on the above, it is our opinion that:
The Michigan Trust and the owners of Units will, in our
opinion, be treated for purposes of the Michigan income tax laws
and the Single Business Tax in substantially the same manner as
they are for purposes of the Federal income tax laws, as
currently enacted. Accordingly, we have relied upon the opinion
of Messrs. Chapman and Cutler as to the applicability of Federal
income tax under the Internal Revenue Code of 1986, as currently
amended, to the Michigan Trust and the Holders of Units.
Under the income tax laws of the State of Michigan, the
Michigan Trust is not an association taxable as a corporation;
the income of the Michigan Trust will be treated as the income of
the Holders of Units of the Michigan Trust and be deemed to have
been received by them when received by the Michigan Trust.
Interest on the Debt Obligations in the Michigan Trust which is
exempt from tax under the Michigan income tax laws when received
by the Michigan Trust will retain its status as tax exempt
interest to the Holders of Units of the Michigan Trust.
For purposes of the Michigan income tax laws, each Holder of
Units of the Michigan Trust will be considered to have received
his pro rata share of interest on each Debt Obligation in the
Michigan Trust when it is received by the Michigan Trust, and
each Holder will have a taxable event when the Michigan Trust
disposes of a Debt Obligation (whether by sale, exchange,
redemption or payment at maturity) or when the Unit Holder
redeems or sells his Unit, to the extent the transaction
constitutes a taxable event for Federal income tax purposes. The
tax cost of each Unit to a Unit Holder will be established and
allocated for purposes of the Michigan income tax laws in the
same manner as such cost is established and allocated for Federal
income tax purposes.
The Michigan Single Business Tax replaced the tax on
corporate and financial institution income under the Michigan
Income Tax, and the intangible tax with respect to those
intangibles of persons subject to the Single Business Tax the
income from which would be considered in computing the Single
Business Tax. Persons are subject to the Single Business Tax
only if they are engaged in "business activity," as defined in
the Act. Under the Single Business Tax, both interest received
by the Michigan Trust on the underlying Debt Obligations and any
amount distributed from the Michigan Trust to a Unit Holder, if
not included in determining taxable income for Federal income tax
purposes, is also not included in the adjusted tax base upon
which the Single Business Tax is computed, of either the Michigan
Trust or the Unit Holders. If the Michigan Trust or the Unit
Holders have a taxable event for Federal income tax purposes when
the Michigan Trust disposes of a Debt Obligation (whether by
sale, exchange, redemption or payment at maturity) or the Holder
redeems or sells his Unit, an amount equal to any gain realized
from such taxable event which was included in the computation of
taxable income for Federal income tax purposes (plus an amount
equal to any capital gain of an individual realized in connection
with such event but excluded in computing that individuals
Federal taxable income) will be included in the tax base against
which, after allocation, apportionment and other adjustments, the
Single Business Tax is computed. The tax base will be reduced by
an amount equal to any capital loss realized from such a taxable
event, whether or not the capital loss was deducted in computing
Federal taxable income in the year the loss occurred. Holders
should consult their tax advisor as to their status under
Michigan law.
Any proceeds paid under an insurance policy issued to the
Trustee of the Fund, or paid under individual policies obtained
by issuers of Bonds, which, when received by the Unit Holders,
represent maturing interest on defaulted obligations held by the
Trustee, will be excludable from the Michigan income tax laws and
the Single Business Tax if, and to the same extent as, such
interest would have been so excludable if paid by the issuer of
the defaulted obligations. While treatment under the Michigan
Intangibles Tax is not premised upon the characterization of such
proceeds under the Internal Revenue Code, the Michigan Department
of Treasury should adopt the same approach as under the Michigan
income tax laws and the Single Business tax.
Chapman and Cutler of 111 West Monroe Street, Chicago,
Illinois 60603, are entitled to rely on this opinion as though it
were addressed to them.
We also advise you that, as the Tax Reform Act of 1986
eliminated the capital gain deduction for tax years beginning
after December 31, 1986, the federal adjusted gross income, the
computation base for the Michigan Income Tax, of a Unit Holder
will be increased accordingly to the extent such capital gains
are realized when the Michigan Trust disposes of a Debt
Obligation or when the Unit Holder redeems or sells a Unit, to
the extent such transaction constitutes a taxable event for
Federal income tax purposes.
We hereby consent to the reference to Miller, Canfield,
Paddock and Stone under the heading "Michigan Tax Status" in the
Prospectus relating to the Michigan Trust which is part of the
Registration Statement in Registration No. 333-22615 filed with
the Securities and Exchange Commission under the Securities Act
of 1933, as amended, and to the filing of this opinion as an
exhibit to said registration statement.
Yours very truly,
Miller, Canfield, Paddock And
Stone, p.l.c.
SES
Securities Evaluation Service, Inc.
Suite 200
531 E. Roosevelt Road
Wheaton, Illinois 60187
September 29, 1999
Nike Securities L.P.
1001 Warrenville Road
Lisle, IL 60532
Re: THE FIRST TRUST COMBINED SERIES 272
Gentlemen:
We have examined the Registration Statement File No.
333-22615 for the above captioned fund. We hereby consent to the
use in the Registration Statement of the references to Securities
Evaluation Service, Inc. as evaluator.
You are hereby authorized to file a copy of this letter with
the Securities and Exchange Commission.
Sincerely,
Securities Evaluation Service, Inc.
James R. Couture
President
