FILE NO: 333-46133
CIK #1025238
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
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: VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY
TRUST, SERIES 92
B. Name of Depositor: VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS, INC.
C. Complete address of Depositor's principal executive offices:
One Parkview Plaza
Oakbrook Terrace Illinois 60181
D. Name and complete address of agents for service:
CHAPMAN AND CUTLER VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS, INC.
Attention: Mark J. Kneedy Attention: Don G. Powell, Chairman
111 West Monroe Street One Parkview Plaza
Chicago, Illinois 60603 Oakbrook Terrace, Illinois 60181
E. Title of securities being registered: Units of undivided fractional
beneficial interests
F. Approximate date of proposed sale to the public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
<PAGE>
<TABLE>
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VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST
SERIES 92
CROSS REFERENCE SHEET
PURSUANT TO RULE 404(C) OF REGULATION C
UNDER THE SECURITIES ACT OF 1933
(FORM N-8B-2 ITEMS REQUIRED BY INSTRUCTION
1 AS TO PROSPECTUS ON FORM S-6)
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
I. ORGANIZATION AND GENERAL INFORMATION
<S> <C>
1. (a) Name of trust ) Prospectus Front Cover Page
(b) Title of securities issued ) Prospectus Front Cover Page
2. Name and address of Depositor ) Summary of Essential Financial
) Information
) Trust Administration
3. Name and address of Trustee ) Summary of Essential Financial
) Information
) Trust Administration
4. Name and address of principal ) Trust Administration
underwriter
5. Organization of trust ) The Trust
6. Execution and termination of ) The Trust
Trust Indenture and Agreement ) Trust Administration
7. Changes of Name ) *
8. Fiscal year ) *
9. Material Litigation ) *
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II. GENERAL DESCRIPTION OF THE TRUST AND
SECURITIES OF THE TRUST
<S> <C>
10. General information regarding ) The Trust
Trust's securities and ) Federal Taxation
rights of security holders ) Public Offering
) Rights of Unitholders
) Trust Administration
) Risk Factors
11. Type of securities comprising ) Prospectus Front Cover Page
units ) The Trust
) Trust Portfolio
) Risk Factors
12. Certain information regarding ) *
periodic payment certificates )
13. (a) Loan, fees, charges and expenses ) Prospectus Front Cover Page
) Summary of Essential Financial
) Information
) Trust Portfolio
)
) Trust Operating Expenses
) Public Offering
) Rights of Unitholders
(b) Certain information regarding )
periodic payment plan ) *
certificates )
(c) Certain percentages ) Prospectus Front Cover Page
) Summary of Essential Financial
) Information
)
) Public Offering
) Rights of Unitholders
(d) Certain other fees, expenses or ) Trust Operating Expenses
charges payable by holders ) Rights of Unitholders
(e) Certain profits to be received ) Public Offering
by depositor, principal ) Trust Portfolio
underwriter, trustee or any )
affiliated persons )
(f) Ratio of annual charges ) *
to income )
14. Issuance of Trust's securities ) Rights of Unitholders
15. Receipt and handling of payments ) *
from purchasers )
16. Acquisition and disposition of ) The Trust
underlying securities ) Rights of Unitholders
) Trust Administration
17. Withdrawal or redemption ) Rights of Unitholders
) Trust Administration
18. (a) Receipt and disposition ) Prospectus Front Cover Page
of income ) Rights of Unitholders
(b) Reinvestment of distributions ) *
(c) Reserves or special funds ) Trust Operating Expenses
) Rights of Unitholders
(d) Schedule of distributions ) *
19. Records, accounts and reports ) Rights of Unitholders
) Trust Administration
20. Certain miscellaneous provisions ) Trust Administration
of Trust Agreement )
21. Loans to security holders ) *
22. Limitations on liability ) Trust Portfolio
) Trust Administration
23. Bonding arrangements ) *
24. Other material provisions of ) *
Trust Indenture Agreement )
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III. ORGANIZATION, PERSONNEL AND AFFILIATED
PERSONS OF DEPOSITOR
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25. Organization of Depositor ) Trust Administration
26. Fees received by Depositor ) *
27. Business of Depositor ) Trust Administration
28. Certain information as to ) *
officials and affiliated )
persons of Depositor )
29. Companies owning securities ) *
of Depositor )
30. Controlling persons of Depositor ) *
31. Compensation of Officers of ) *
Depositor )
32. Compensation of Directors ) *
33. Compensation to Employees ) *
34. Compensation to other persons ) *
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IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
<S> <C>
35. Distribution of trust's securities ) Public Offering
by states )
36. Suspension of sales of trust's ) *
securities )
37. Revocation of authority to ) *
distribute )
38. (a) Method of distribution )
)
(b) Underwriting agreements ) Public Offering
)
(c) Selling agreements )
39. (a) Organization of principal ) *
underwriter )
(b) N.A.S.D. membership by ) *
principal underwriter )
40. Certain fees received by ) *
principal underwriter )
41. (a) Business of principal ) Trust Administration
underwriter )
(b) Branch offices or principal ) *
underwriter )
(c) Salesmen or principal ) *
underwriter )
42. Ownership of securities of ) *
the trust )
43. Certain brokerage commissions ) *
received by principal underwriter )
44. (a) Method of valuation ) Prospectus Front Cover Page
) Summary of Essential Financial
) Information
) Trust Operating Expenses
) Public Offering
(b) Schedule as to offering ) *
price )
(c) Variation in offering price ) *
to certain persons )
46. (a) Redemption valuation ) Rights of Unitholders
) Trust Administration
(b) Schedule as to redemption ) *
price )
47. Purchase and sale of interests ) Public Offering
in underlying securities ) Trust Administration
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V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
<S> <C>
48. Organization and regulation of ) Trust Administration
trustee )
49. Fees and expenses of trustee ) Summary of Essential Financial
) Information
) Trust Operating Expenses
50. Trustee's lien ) Trust Operating Expenses
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VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
<S> <C>
51. Insurance of holders of trust's )
securities ) *
52. (a) Provisions of trust agreement )
with respect to replacement ) Trust Administration
or elimination portfolio )
securities )
(b) Transactions involving )
elimination of underlying ) *
securities )
(c) Policy regarding substitution )
or elimination of underlying ) Trust Administration
securities )
(d) Fundamental policy not ) *
otherwise covered )
53. Tax Status of trust ) Federal Taxation
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VII. FINANCIAL AND STATISTICAL INFORMATION
<S> <C>
54. Trust's securities during ) *
last ten years )
55. )
56. Certain information regarding ) *
57. periodic payment certificates )
58. )
59. Financial statements (Instructions ) Report of Independent Certified
1(c) to Form S-6) ) Public Accountants
) Statement of Condition
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* Inapplicable, omitted, answer negative or not required
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<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers be accepted prior to the time the registration statement becomes
effective. The prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
PRELIMINARY PROSPECTUS DATED MARCH 5, 1998
SUBJECT TO COMPLETION
VAN KAMPEN AMERICAN CAPITAL
MARCH __, 1998
REIT INCOME AND GROWTH TRUST, SERIES 1
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THE FUND. Van Kampen American Capital Equity Opportunity Trust, Series 92
(the "Fund") is comprised of one unit investment trust, REIT Income and Growth
Trust, Series 1 (the "Trust"). The Trust offers investors the opportunity to
purchase Units representing proportionate interests in a fixed portfolio of
equity securities issued by publicly traded real estate investment trusts
("Equity Securities" or "Securities"). See "Trust Portfolio". Unless terminated
earlier, the Trust will terminate on ______,___ and any Securities then held
will, within a reasonable time thereafter, be liquidated or distributed by the
Trustee. Any Securities liquidated at termination will be sold at the then
current market value for such Securities; therefore, the amount distributable in
cash to a Unitholder upon termination may be more or less than the amount such
Unitholder paid for his Units.
ATTENTION FOREIGN INVESTORS. If you are not a United States citizen or
resident, distributions will generally be subject to U.S. federal withholding
taxes; however, under certain circumstances treaties between the United States
and other countries may reduce or eliminate such withholding tax. See "Federal
Taxation." Such investors should consult their tax advisers regarding the
imposition of U.S. withholding on distributions.
OBJECTIVE OF THE TRUST. The objective of the Trust is to provide the
potential for high current income and capital appreciation by investing in a
portfolio of equity securities issued by publicly traded real estate investment
trusts. See "Objective and Securities Selection." There is, of course, no
guarantee that the objective of the Trust will be achieved.
PUBLIC OFFERING PRICE. The Public Offering Price of the Units of the Trust
includes the aggregate underlying value of the Securities in the Trust's
portfolio and cash, if any, in the Income and Capital Accounts held or owned by
the Trust. No sales charge is imposed on Units created on the Initial Date of
Deposit. If Units were available for purchase at the close of business on the
day before the Initial Date of Deposit, the Public Offering Price per Unit would
have been that amount set forth under "Summary of Essential Financial
Information". For sales charges in the secondary market, see "Public Offering."
The minimum purchase is 100 Units except for certain transactions described
under "Public Offering--Unit Distribution". See "Public Offering."
Units of the Trust are not insured by the FDIC, are not deposits or other
obligations of, or guaranteed by, any depository institution or any government
agency and are subject to investment risk, including possible loss of the
principal amount invested.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE
<PAGE>
DIVIDEND AND CAPITAL DISTRIBUTIONS. Distributions of dividends and capital,
if any, received by the Trust will be paid in cash on the applicable
Distribution Date to Unitholders of record on the record date as set forth in
the "Summary of Essential Financial Information." The initial estimated
distribution will be $.__ per Unit and will be made on ______ __, 1998 to
Unitholders of record on ______ __, 1998. Gross dividends received by the Trust
will be distributed to Unitholders. Expenses of the Trust will be paid with
proceeds from the sale of Securities. For the consequences of such sales, see
"Federal Taxation". Additionally, upon termination of the Trust, the Trustee
will distribute, upon surrender of Units for redemption, to each Unitholder his
pro rata share of the Trust's assets, less expenses, in the manner set forth
under "Rights of Unitholders--Distributions of Income and Capital."
SECONDARY MARKET FOR UNITS. After the initial offering period, although not
obligated to do so, the Sponsor intends to maintain a market for Units of the
Trust and offer to repurchase such Units at prices which are based on the
aggregate underlying value of Equity Securities in the Trust (generally
determined by the closing sale or bid prices of the Securities) plus or minus
cash, if any, in the Capital and Income Accounts of the Trust. If a secondary
market is maintained during the initial offering period, the prices at which
Units will be repurchased will be based upon the aggregate underlying value of
the Equity Securities in the Trust (generally determined by the closing sale or
asked prices of the Securities) plus or minus cash, if any, in the Capital and
Income Accounts of the Trust. If a secondary market is not maintained, a
Unitholder may redeem Units through redemption at prices based upon the
aggregate underlying value of the Equity Securities in the Trust plus or minus a
pro rata share of cash, if any, in the Capital and Income Accounts of the Trust.
A Unitholder tendering 1,000 or more Units for redemption may request a
distribution of shares of Securities (reduced by customary transfer and
registration charges) in lieu of payment in cash. See "Rights of
Unitholders--Redemption of Units."
TERMINATION. Commencing on the Mandatory Termination Date Equity Securities
will begin to be sold in connection with the termination of the Trust. The
Sponsor will determine the manner, timing and execution of the sale of the
Equity Securities. Written notice of any termination of the Trust specifying the
time or times at which Unitholders may surrender their certificates for
cancellation shall be given by the Trustee to each Unitholder at his address
appearing on the registration books of the Trust maintained by the Trustee. At
least 30 days prior to the Mandatory Termination Date the Trustee will provide
written notice thereof to all Unitholders and will include with such notice a
form to enable Unitholders to elect a distribution of shares of Equity
Securities if such Unitholder owns at least 1,000 Units of the Trust, rather
than to receive payment in cash for such Unitholder's pro rata share of the
amounts realized upon the disposition by the Trustee of Equity Securities. All
Unitholders will receive cash in lieu of any fractional shares. To be effective,
the election form, together with surrendered certificates if issued, and other
documentation required by the Trustee, must be returned to the Trustee at least
five business days prior to the Mandatory Termination Date. Unitholders not
electing a distribution of shares of Equity Securities will receive a cash
distribution from the sale of the remaining Securities within a reasonable time
after the Trust is terminated. See "Trust Administration--Amendment or
Termination."
REINVESTMENT OPTION. Unitholders of any Van Kampen American Capital-sponsored
unit investment trust may utilize their redemption or termination proceeds to
purchase units of any other Van Kampen American Capital trust in the initial
offering period accepting rollover investments subject to a reduced sales charge
to the extent stated in the related prospectus (which may be deferred in certain
cases). Unitholders also have the opportunity to have their distributions
reinvested into additional Units of the Trust, if Units are available at the
time of reinvestment, or into an open-end management investment company as
described herein. See "Rights of Unitholders--Reinvestment Option."
RISK FACTORS. An investment in the Trust should be made with an understanding
of the risks associated therewith, including the possible deterioration of the
financial condition of the issuers, the general condition of the stock market,
volatile interest rates and risks related to an investment in real estate
investment trusts. See "Risk Factors."
<PAGE>
SUMMARY OF ESSENTIAL FINANCIAL INFORMATION
AT THE CLOSE OF BUSINESS ON THE DAY BEFORE THE INITIAL
DATE OF DEPOSIT: _____ __, 1998
SPONSOR: VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS, INC.
SUPERVISOR: VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.
EVALUATOR: AMERICAN PORTFOLIO EVALUATION SERVICES
(A DIVISION OF AN AFFILIATE OF THE SPONSOR)
TRUSTEE: THE BANK OF NEW YORK
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<CAPTION>
<S> <C> <C>
Number of Units (1)
Fractional Undivided Interest in the Trust per Unit (1)
Public Offering Price:
Aggregate Value of Securities in Portfolio (2) $
Aggregate Value of Securities per Unit $ 10.00
Sales Charge (3) $ 0.00
Public Offering Price Per Unit (3)(4)(5) $ 10.00
Redemption Price per Unit $ 10.00
Secondary Market Repurchase Price per Unit $ 10.00
Excess of Public Offering Price per Unit over Redemption Price per Unit $ 0.00
Supervisor's Annual Supervisory Fee Maximum of $.0025 per Unit
Evaluator's Annual Evaluation Fee Maximum of $.0025 per Unit
Evaluation Time Close of the New York Stock Exchange
Mandatory Termination Date _____ __, ____
Minimum Termination Value The Trust may be terminated if the net asset
value of the Trust is less than $500,000 unless
the net asset value of the Trust deposits has
exceeded $15,000,000, then the Trust Agreement
may be terminated if the net asset value of the
Trust is less than $3,000,000.
Estimated Annual Dividends per Unit (6) $_____
Estimated Initial Distribution per Unit $___
Trustee's Annual Fee $.008 per Unit
Estimated Annual Organizational Expenses (7) $_____
Income Distribution Record Date Tenth day of March, June, September and December
Income Distribution Date Twenty-fifth of March, June, September and December
Capital Account Record Date Tenth day of December
Capital Account Distribution Date Twenty-fifth day of December
</TABLE>
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(1)As of the close of business on any day on which the Sponsor is the sole
Unitholder of the Trust, the number of Units may be adjusted so that the
Public Offering Price per Unit will equal approximately $10. Therefore, to
the extent of any such adjustment the fractional undivided interest per Unit
will increase or decrease from the amount indicated above.
(2)Each Equity Security listed on a national securities exchange is valued at
the closing sale price or, if the Equity Security is not listed, at the
closing ask price thereof.
(3)No sales charge will be assessed on the purchase of Units created on the
Initial Date of Deposit.
(4)On the Initial Date of Deposit there will be no cash in the Income or Capital
Accounts. Anyone ordering Units after such date will have included in the
Public Offering Price a pro rata share of any cash in such Accounts.
(5)The Public Offering Price of Units repurchased and sold in the secondary
market will be include a sales charge of ___% of the Public Offering Price,
which will be reduced by .5 of 1% on each _____ __ to a minimum sales charge
of ___%. See "Public Offering."
(6)Estimated annual dividends are based on annualizing the most recently
declared dividends. Estimated Annual Dividends per Unit are based on the
number of Units, the fractional undivided interest in the Securities per Unit
and the aggregate value of the Securities per Unit as of the Initial Date of
Deposit. Investors should note that the actual annual dividends received per
Unit will vary from the estimated amount due to changes in the factors
described in the preceding sentence and actual dividends declared and paid by
the issuers of the Securities.
(7)The Trust (and therefore Unitholders) will bear all or a portion of its
organizational costs (including costs of preparing the registration
statement, the trust indenture and other closing documents, registering Units
with the Securities and Exchange Commission and states, the initial audit of
the portfolio and the initial fees and expenses of the Trustee but not
including the expenses incurred in the preparation and printing of brochures
and other advertising material and any other selling expenses) as is common
for mutual funds. Total organizational expenses will be amortized over a five
year period. See "Trust Operating Expenses" and "Statement of Condition."
Historically, the sponsors of unit investment trusts have paid all the costs
of establishing such trusts.
<PAGE>
THE TRUST
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Van Kampen American Capital Equity Opportunity Trust, Series 92 is
comprised of one unit investment trust, REIT Income and Growth Trust, Series 1.
The Trust was created under the laws of the State of New York pursuant to a
Trust Indenture and Agreement (the "Trust Agreement"), dated the date of this
Prospectus (the "Initial Date of Deposit"), among Van Kampen American Capital
Distributors, Inc., as Sponsor, American Portfolio Evaluation Services, a
division of Van Kampen American Capital Investment Advisory Corp., as Evaluator,
Van Kampen American Capital Investment Advisory Corp., as Supervisor, and The
Bank of New York, as Trustee. The Trust offers investors the opportunity to
purchase Units representing proportionate interests in a portfolio of actively
traded equity securities issued by real estate investment trusts ("REITs").
Diversification of assets in the Trust will not eliminate the risk of loss
always inherent in the ownership of securities. On the Initial Date of Deposit,
the Sponsor deposited with the Trustee the Securities indicated under
"Portfolio" herein, including delivery statements relating to contracts for the
purchase of certain such Securities and an irrevocable letter of credit issued
by a financial institution in the amount required for such purchases.
Thereafter, the Trustee, in exchange for such Securities (and contracts) so
deposited, delivered to the Sponsor documentation evidencing the ownership of
that number of Units of the Trust indicated in "Summary of Essential Financial
Information." Unless otherwise terminated as provided in the Trust Agreement,
the Trust will terminate on the Mandatory Termination Date and Securities then
held will within a reasonable time thereafter be liquidated or distributed by
the Trustee. During the day on the Initial Date of Deposit, it is expected that
additional Securities will be deposited in the Trust by the Sponsor. The Sponsor
will acquire these additional Securities from Wheat First Union, which is acting
as sole underwriter to the issuers of the Securities. The acquisition of the
Securities to be deposited in the Trust during the day on the Initial Date of
Deposit by Wheat First Union and the Sponsor is expected to be effected at
prices of up to ____% below the current market value of the Secutities due to
factors, including size of the purchase, expectation of holding period and cost
of issuance. As a result of the Sponsor's ability to purchase these Securities
during the day on the Initial Date of Deposit below market value, the Sponsor
will offer Units created on the Initial Date of Deposit with no sales charge. By
virtue of buying the Securities at below market prices during the day on the
Initial Date of Deposit, the Sponsor will realize a profit on the deposit of
these Securities of up to ____% of the market value of these Securities, less
concessions due to dealers and others. The underwriter of the Securities, who
also acts as a dealer of Units, will realize a profit on the sale of the
Securities to the Sponsor equal to the difference between the underwriter's
acquisition cost of such Securities and the sale price of the Securities to the
Sponsor (expected to be up to ____% of the market value of the Securities). Each
Unit of the Trust initially offered represents an undivided interest in the
Trust. To the extent that any Units are redeemed by the Trustee or additional
Units are issued as a result of additional Securities being deposited by the
Sponsor, the fractional undivided interest in the Trust represented by each
unredeemed Unit will increase or decrease accordingly, although the actual
interest in the Trust represented by such fraction will remain unchanged. Units
will remain outstanding until redeemed upon tender to the Trustee by
Unitholders, which may include the Sponsor, or until the termination of the
Trust Agreement.
OBJECTIVES AND SECURITIES SELECTION
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The objective of the Trust is to provide the potential for high current
income and capital appreciation. The portfolio is described under "Trust
Portfolio" and in "Portfolio". The Securities will be selected by Wheat First
Union based on the anticipated fundamental outlook for the REIT and its stock
price as well as the need/willingness of the REIT to issue additional stock. In
selecting REITs for the Trust, the following factors among others will be
considered: valuation, balance sheet strength, potential to outperform the
general REIT market and diversification by geography and property type.
Approximately 225 REITs trade on the New York Stock Exchange, American Stock
Exchange or Nasdaq Stock Market according to the National Association of Real
Estate Investment Trusts ("NAREIT"). Of these, approximately 19 REITs fall
within the coverage universe considered for the Trust. Of these 19 REITs, 16 are
currently being considered for inclusion in the Trust portfolio. It is currently
anticipated that the final portfolio will be selected from this pool based on
the need and willingness of the REITs to issue additional stock. The REITs
currently under consideration trade either on the New York or American Stock
Exchanges and had an average market capitalization of approximately $643 million
as of February 24, 1998. The breakdown of these REITs by real estate market
segment is currently as follows: Office-39%, Multi-Family-33%, Industrial-7%,
Diversified-7%, Retail-7% and Miscellaneous-7%. While Wheat First Union will
seek to include 8 to 12 REIT stocks in the Trust portfolio, it is important to
note that the actual portfolio may not include these REITs and could vary
significantly in terms of diversification and number of issues.
<PAGE>
The REIT market has improved significantly over the last few years. Over
the five year period ended in 1997, the total market capitalization of REITs
grew from approximately $16 billion to nearly $141 billion according to NAREIT,
which still represents only about 5% of U.S. real estate ownership. Recently,
the Real Estate Investment Trust Simplification Act of 1997 was enacted and is
generally thought to ease restrictions on REITs to allow for greater efficiency
and competitiveness. Declining vacancy rates and stable rental income have
helped many equity REIT companies better position themselves for additional
growth in the future. REIT managers are often experts in the regions or types of
properties owned by their REITs and tend to have equity ownership interests in
REITs. Over the period from December 31, 1972 through December 31, 1997, a
$10,000 investment in REITs (as measured by the National Association of Real
Estate Investment Trusts Index ("NAREIT Index")) would have grown to $279,679
while a similar investment in the Dow Jones Industrial Average stocks and the
S&P 500 Index would have grown to $212,597 and $206,088, respectively. The
average annual total return of the NAREIT Index for the most recent 1, 3, 5, 10,
20 and 25 years ended December 31, 1997, was 20.3%, 23.3%, 18.3%, 14.2%, 16.0%
and 14.3%. The average annual total return of the S&P 500 Index for the most
recent 1, 3, 5, 10, 20 and 25 years ended December 31, 1997, was 33.1%, 30.8%,
20.0%, 17.8%, 16.4% and 12.9%. In addition, by including an investment in REITs
in an equity investment portfolio, an investor may be able to achieve a better
risk/reward allocation than an investment in non-REIT equities alone. For
example, an investment allocation of 50% in the NAREIT Index stocks and 50% in
the S&P 500 Index stocks over the past 25 years would have provided a more
efficient risk/reward balance than an investment only in the S&P 500 Index
stocks. Of course, the Trust portfolio will not be as diversified as the NAREIT
Index and will have investment results that differ from from these indicies. The
table below compares the dividend yield of the stocks in the NAREIT Index with
the dividend yield of the S&P 500 Index and S&P Utility Index stocks, the yield
to maturity of 10-year U.S. Treasury bonds and inflation as measured by the
Consumer Price Index over the period December 31, 1987 through December 31, 1997
(as of December 31 in each year).
<TABLE>
<CAPTION>
S&P 500 INDEX S&P UTILITY INDEX 10-YR US TREASURY BOND CONSUMER PRICE INDEX NAREIT EQUITY INDEX
<S> <C> <C> <C> <C> <C>
1987 3.59% 7.29% 8.99% 4.40% 8.73%
1988 3.59% 6.82% 9.11% 4.40% 8.57%
1989 3.23% 5.45% 7.84% 4.60% 8.42%
1990 3.78% 6.27% 8.08% 6.10% 10.15%
1991 2.91% 5.80% 7.09% 3.10% 7.85%
1992 2.78% 5.68% 6.77% 2.90% 7.10%
1993 2.65% 5.28% 5.77% 2.70% 6.81%
1994 2.90% 5.92% 7.81% 2.70% 7.67%
1995 2.30% 4.74% 5.71% 2.50% 7.37%
1996 2.04% 5.19% 6.30% 3.30% 6.05%
1997 1.63% 4.43% 5.81% 1.70% 5.48%
</TABLE>
The past performance of the equity REIT's set forth above is not
representative of the expected performance of the Trust, which will contain a
less diversified portfolio of REITs. In addition, past performance is no
guarantee of future results. An investment in equity REITs provides only
commercial real estate industry exposure which is characterized by a lack of
relative diversification as compared to an investment in all of the common
stocks which comprise the S&P 500 Index. Although there can be no assurance that
the Trust will achieve its objective, equity investments have generally
outperformed most other asset classes over the long term. Of course, past
performance is no guarantee of future results.
GENERAL. An investor will be subject to taxation on the dividend income
received from the Trust and on gains from the sale or liquidation of Securities
(see "Federal Taxation"). Investors should be aware that there is not any
guarantee that the objectives of the Trust will be achieved because they are
subject to the continuing ability of the respective Security issuers to continue
to declare and pay dividends and because the market value of the Securities can
be affected by a variety of factors. Common stocks may be especially susceptible
to general stock market movements and to volatile increases and decreases of
value as market confidence in and perceptions of the issuers change. Investors
should be aware that there can be no assurance that the value of the underlying
Securities will increase or that the issuers of the Equity Securities will pay
dividends on outstanding common shares. Any distributions of income will
generally depend upon the declaration of dividends by the issuers of the
Securities and the declaration of any dividends depends upon several factors
including the financial condition of the issuers and general economic
conditions.
Investors should note that the above criteria were applied to the Equity
Securities selected for inclusion in the Trust as of the Initial Date of
Deposit. Subsequent to the Initial Date of Deposit, the Securities may no longer
meet such criteria. Should an Equity Security no longer meet such criteria, such
Equity Security will not, simply as a result of such fact, be removed from the
portfolio of the Trust.
Investors should be aware that the Trust is not a "managed" fund and as a
result the adverse financial condition of a company will not result in its
elimination from the portfolio except under extraordinary circumstances (see
"Trust Administration--Portfolio Administration"). In addition, Securities will
not be sold by the Trust to take advantage of market fluctuations or changes in
anticipated rates of appreciation. Investors should note in particular that the
Securities were selected by the Sponsor as of the Initial Date of Deposit. The
Trust may continue to purchase or hold Securities originally selected through
this process even though the evaluation of the attractiveness of the Securities
may have changed and, if the evaluation were performed again at that time, the
Securities would not be selected for the Trust.
TRUST PORTFOLIO
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The Trust consists of __different issues of Equity Securities issued by
publicly traded real estate investment trusts. All of the Equity Securities are
listed on a national securities exchange, the NASDAQ National Market System or
are traded in the over-the-counter market. The following is a general
description of each of the companies included in the Trust.
<PAGE>
GENERAL. The Trust consists of (a) the Securities listed under "Portfolio" as
may continue to be held from time to time in the Trust, (b) any additional
Securities acquired and held by the Trust pursuant to the provisions of the
Trust Agreement and (c) any cash held in the Income and Capital Accounts.
Neither the Sponsor nor the Trustee shall be liable in any way for any failure
in any of the Securities. However, should any contract for the purchase of any
of the Securities initially deposited hereunder fail, the Sponsor will, unless
substantially all of the moneys held in the Trust to cover such purchase are
reinvested in substitute Securities in accordance with the Trust Agreement,
refund the cash and sales charge attributable to such failed contract to all
Unitholders on the next distribution date.
Because certain of the Equity Securities from time to time may be sold under
certain circumstances described herein, and because the proceeds from such
events will in most cases be distributed to Unitholders and will not be
reinvested, no assurance can be given that the Trust will retain for any length
of time its present size and composition. Although the portfolio is not managed,
the Sponsor may instruct the Trustee to sell Equity Securities under certain
limited circumstances. See "Trust Administration--Portfolio Administration."
Equity Securities, however, will not be sold by the Trust to take advantage of
market fluctuations or changes in anticipated rates of appreciation or
depreciation.
RISK FACTORS
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GENERAL. An investment in Units should be made with an understanding of the
risks which an investment in common stocks entails, including the risk that the
financial condition of the issuers of the Equity Securities or the general
condition of the common stock market may worsen and the value of the Equity
Securities and therefore the value of the Units may decline. Common stocks are
especially susceptible to general stock market movements and to volatile
increases and decreases of value as market confidence in and perceptions of the
issuers change. These perceptions are based on unpredictable factors including
expectations regarding government economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, global or
regional political, economic or banking crises. Shareholders of common stocks
have rights to receive payments from the issuers of those common stocks that are
generally subordinate to those of creditors of, or holders of debt obligations
or preferred stocks of, such issuers. Shareholders of common stocks of the type
held by the Trust have a right to receive dividends only when and if, and in the
amounts, declared by the issuer's board of directors and have a right to
participate in amounts available for distribution by the issuer only after all
other claims on the issuer have been paid or provided for. Common stocks do not
represent an obligation of the issuer and, therefore, do not offer any assurance
of income or provide the same degree of protection of capital as do debt
securities. The issuance of additional debt securities or preferred stock will
create prior claims for payment of principal, interest and dividends which could
adversely affect the ability and inclination of the issuer to declare or pay
dividends on its common stock or the rights of holders of common stock with
respect to assets of the issuer upon liquidation or bankruptcy. The value of
common stocks is subject to market fluctuations for as long as the common stocks
remain outstanding, and thus the value of the Equity Securities in the portfolio
may be expected to fluctuate over the life of the Trust to values higher or
lower than those prevailing on the Initial Date of Deposit or at the time a
Unitholder purchases Units.
Holders of common stocks incur more risk than holders of preferred stocks and
debt obligations because common stockholders, as owners of the entity, have
generally inferior rights to receive payments from the issuer in comparison with
the rights of creditors of, or holders of debt obligations or preferred stocks
issued by, the issuer. Cumulative preferred stock dividends must be paid before
common stock dividends and any cumulative preferred stock dividend omitted is
added to future dividends payable to the holders of cumulative preferred stock.
Preferred stockholders are also generally entitled to rights on liquidation
which are senior to those of common stockholders.
<PAGE>
Whether or not the Equity Securities are listed on a national securities
exchange, the principal trading market for the Equity Securities may be in the
over-the-counter market. As a result, the existence of a liquid trading market
for the Equity Securities may depend on whether dealers will make a market in
the Equity Securities. There can be no assurance that a market will be made for
any of the Equity Securities, that any market for the Equity Securities will be
maintained or of the liquidity of the Equity Securities in any markets made. In
addition, the Trust may be restricted under the Investment Company Act of 1940
from selling Equity Securities to the Sponsor. The price at which the Equity
Securities may be sold to meet redemptions, and the value of the Trust, will be
adversely affected if trading markets for the Equity Securities are limited or
absent.
The Trust Agreement authorizes the Sponsor to increase the size of each Trust
and the number of Units thereof by the deposit of additional Securities, or cash
(or a letter of credit) with instructions to purchase additional Securities, in
the Trust and the issuance of a corresponding number of additional Units. If the
Sponsor deposits cash, existing and new investors may experience a dilution of
their investments and a reduction in their anticipated income because of
fluctuations in the prices of the Securities between the time of the cash
deposit and the purchase of the Securities and because each Trust will pay the
associated brokerage fees. As described under "Trust Operating Expenses," all of
the expenses of the Trust will be paid from the sale of Securities from the
Trust. It is expected that such sales will be made at the end of the initial
offering period and each month thereafter through termination of the Trust. Such
sales will result in capital gains and losses and may be made at times and
prices which adversely affect the Trust. For a discussion of the tax
consequences of such sales, see "Federal Taxation."
Unitholders will be unable to dispose of any of the Equity Securities in the
portfolio, as such, and will not be able to vote the Equity Securities. As the
holder of the Equity Securities, the Trustee will have the right to vote all of
the voting stocks in the Trust and will vote such stocks in accordance with the
instructions of the Sponsor. In the absence of any such instructions by the
Sponsor, the Trustee will vote such stocks so as to insure that the stocks are
voted as closely as possible in the same manner and the same general proportion
as are shares held by owners other than the Trust.
REIT RISK FACTORS. An investment in the Trust should be made with an
understanding of the risks inherent in an investment in REITs specifically and
in real estate generally (in addition to securities market risks). REITs are
financial vehicles that have as their objective the pooling of capital from a
number of investors in order to participate directly in real estate ownership or
financing. REITs are generally fully integrated operating companies that have
interests in income-producing real estate. REITs are differentiated by the types
of real estate properties held and the actual geographic location of properties
and fall into two major categories: Equity REITs emphasize direct property
investment, holding their invested assets primarily in the ownership of real
estate or other equity interests, while Mortgage REITs concentrate on real
estate financing, holding their assets primarily in mortgages secured by real
estate. REITs obtain capital funds for investment in underlying real estate
assets by selling debt or equity securities on the public or institutional
capital markets or by bank borrowings. Thus, the returns on common equities of
the REITs in which the Trust invests will be significantly affected by changes
in costs of capital and, particularly in the case of highly "leveraged"REITs
(i.e., those with large amounts of borrowings outstanding) by changes in the
level of interest rates. The objective of an Equity REIT is to purchase
income-producing real estate properties in order to generate high levels of cash
flow from rental income and a gradual asset appreciation, and they typically
invest in properties such as office, retail, industrial, hotel and apartment
buildings and health care facilities. The objectives of a Mortgage REIT is to
invest primarily in mortgages secured by real estate in order to generate cash
flow from payments on the mortgage loans.
<PAGE>
REITs are a creation of the tax law. REITs essentially operate as a
corporation or business trust with the advantage of exemption from corporate
income taxes provided the REIT satisfies the requirements of Sections 856
through 860 of the Code. The major tests for tax qualified status are that the
REIT(i) be managed by one or more trustees or directors, (ii) issue issue share
of transferable interest to its owners, (iii) have at least 100 shareholders,
(iv) have no more than 50% of the shares held by five or fewer individuals, (v)
invest substantially all of its capital in real estate related assets and derive
substantially all of its gross income from real estate related assets and (vi)
distribute at least 95% of its taxable income to its shareholders each year. If
any REIT in the Trust's portfolio should fail to qualify for such tax status,
the related shareholders (including the Trust) could be adversely affected by
the resulting tax consequences.
The underlying value of the Securities and the Trust's ability to make
distributions to Unitholders may be adversely affected by changes in the
national, state and local economic climate and real estate conditions (such as
oversupply of or reduced demand for space and changes in market rental rates),
perceptions of prospective tenants of the safety, convenience, and
attractiveness of the properties, the ability of the owner to provide adequate
management, maintenance and insurance, the ability to collect on a timely basis
all rents from tenants, tenant defaults, the cost of complying with the
Americans with Disabilities Act, increased competition from other properties,
obsolescence of properties, changes in the availability, cost and terms of
mortgage funds, the impact of present or future environmental legislation and
compliance with environmental laws, the ongoing need for capital improvements,
particularly in older properties, changes in real estate tax rates and other
operating expenses, regulatory and economic impediments to raising rents,
adverse changes in governmental rules and fiscal policies, dependency on
management skills, civil unrest, acts of God, including earthquakes and other
natural disasters (which may result in uninsured losses), acts of war, adverse
changes in zoning laws, and other factors which are beyond the control of the
issuers of the REITs in the Trust.
The value of the REITs may at times be particularly sensitive to devaluation
in the event of rising interest rates. Equity REITs are less likely to be
affected by interest rate fluctuations than Mortgage REITs and the nature of the
underlying assets of an Equity REIT may be considered more tangible than that of
a Mortgage REIT. Equity REITs are more likely to be adversely affected by
changes in the value of the underlying property its owns than Mortgage REITs.
REITs may concentrate investments in specific geographic areas or in specific
property types, i.e., hotels, shopping malls, residential complexes, and office
buildings. The impact of economic conditions on REITs can also be expected to
vary with geographic location and property type. Investors should be aware that
REITs may not be diversified and are subject to the risks of financing projects.
REITs are also subject to defaults by borrowers, self-liquidation, the market's
perception of the REIT industry generally, and the possibility of failing to
qualify for pass-through of income under the Code, and to maintain exemption
from the 1940 Act. A default by a borrower or lessee may cause the REIT to
experience delays in enforcing its rights as mortgagee or lessor and to incur
significant costs related to protecting its investments. In addition, because
real estate generally is subject to real property taxes, the REITs in the Trust
may be adversely affected by underlying the REITs by taxing authorities.
Furthermore, because real estate is relatively liquid, the ability of REITs to
vary their portfolios in response to changes in economic and other conditions
may be limited and may adversely affect the value of the Units. There can be no
assurance that any REIT will be able to dispose of its underlying real estate
assets when advantageous or necessary.
<PAGE>
The issuer of REITs generally maintains comprehensive insurance on presently
owned and subsequently acquired real property assets, including liability, fire
and extended coverage. However, certain types of loses may be uninsurable or not
be economically insurable for local risks to which the REITs may be susceptible.
There can be no assurance that insurance coverage will be sufficient to pay the
full current market value or current replacement cost of any lost investment.
Various factors might make it impractical to use insurance proceeds to replace a
facility after it has been damaged or destroyed. Under such circumstances, the
insurance proceeds received by a REIT might not be adequate to restore its
economic position with respect to such property.
Under various environmental laws, a current or previous owner or operator of
real property may be liable for the costs of removal or remediation of hazardous
or toxic substances on, under, or in such property. Such laws often impose
liability whether or not the owner or operator caused or knew of the presence of
such hazardous or toxic substances and whether or not the storage of such
substances was in violation of a tenant's lease. In addition, the presence of
hazardous or toxic substances, or the failure to remediate such property
properly, may adversely affect the owner's ability to borrow using such real
property as collateral. No assurance can be given that one or more of the REITs
in the Trust may not be presently liable or potentially liable for any such
costs in connection with real estate assets they presently own or subsequently
acquire which such REITs are held in the Trust.
FEDERAL TAXATION
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The following is a general discussion of certain of the federal income tax
consequences of the purchase, ownership and disposition of the Units. The
summary is limited to investors who hold the Units as "capital assets"
(generally, property held for investment) within the meaning of Section 1221 of
the Code. Unitholders should consult their tax advisers in determining the
federal, state local and any other tax consequences of the purchase, ownership
and disposition of Units in the Trust. For purposes of the following discussion
and opinion, it is assumed that each Security is considered a share in a real
estate investment trust for federal income tax purposes.
In the opinion of Chapman and Cutler, special counsel for the Sponsor, under
existing law:
1. The trust is not an association taxable as a corporation for federal
income tax purposes; each Unitholder will be treated as the owner of a pro rata
portion of each of the assets of the Trust under the Code; and the income of the
Trust will be treated as income of the Unitholders thereof under the Code. Each
Unitholder will be considered to have received his or her pro rata share of
income derived from the Trust asset when such income is considered to be
received by the Trust.
2. Each Unitholder will have a taxable event when the Trust disposes of a
Security (whether by sale, taxable exchange, liquidation, redemption, or
otherwise) or upon the sale or redemption of Units by such Unitholder. The price
a Unitholder pays for his or her Units is allocated among his pro rata portion
of each Security held by the Trust (in proportion to the fair market values
thereof on the valuation date nearest the date the Unitholder purchased his or
her Units) in order to determine his or her tax basis for his or her pro rata
portion of each Security held by the Trust. It should be noted that certain
legislative proposals have been made which could affect the calculation of basis
for Unitholders holding securities that are substantially identical to the
Securities. Unitholders should consult their own tax advisers with regard to the
calculation of basis. For federal income tax purposes, a Unitholder's pro rata
portion of dividends (other than capital gains dividends of a REIT, as described
below), as defined by Section 316 of the Code, paid with respect to a Security
held by the Trust is taxable as ordinary income to the extent of such
corporation's current and accumulated "earnings and profits." A Unitholder's pro
rata portion of dividends paid on such Security which exceeds such current and
accumulated earnings and profits will first reduce a Unitholder's tax basis in
such Security, and to the extent that such dividends exceed a Unitholder's tax
basis in such Security shall generally be treated as capital gain. In general,
the holding period for such capital gain will be determined by the period of
time a Unitholder has held his or her Units. The issuers of the Securities
intend to qualify under special federal income tax rules as "real estate
investment trusts" (each a "REIT," shares of such issuers held by the Trust
shall be referred to collectively as the "REITShares"). Because Unitholders are
deemed to directly own a pro rata portion of the REIT Shares as discussed above,
Unitholders are advised to consult their tax advisers for information relating
to the tax consequences of owning the REIT Shares. Provided an issuer qualifies
as a REIT, certain distributions by such issuers on the REITShares may qualify
as "capital gain dividends," taxable to shareholders (and, accordingly, to the
Unitholders as owners of a pro rata portion of the REIT Shares) as long-term
capital gains, regardless of how long a shareholder has owned such shares. In
addition, distributions of income or capital gains declared on REIT Shares in
October, November or December will be deemed to have been paid to shareholders
(and, accordingly, to the Unitholders as owners of a pro rata portion of the
REIT Shares) on December 31 of the year they are declared, even when paid by a
REITduring the following January and received by shareholders or Unitholders in
such following year.
<PAGE>
3. A Unitholder's portion of gain, if any, upon the sale or redemption of
Units or the disposition of Securities held by the Trust will generally be
considered a capital gain (except in the case of a dealer or a financial
institution). A Unitholder's portion of loss, if any, upon the sale or
redemption of Units or the disposition of Securities held by the Trust, will
generally be considered a capital loss (except in the case of a dealer or a
financial institution). Unitholders should consult their tax advisers regarding
the recognition of gains and losses for federal income tax purposes, as special
rules, described below, apply to a Unitholder's pro rata portion of the REIT
Shares.
Dividends Received Deduction. Dividends received on the Securities (so
long as such Securities qualify as REIT shares) are not eligible for the
dividends received deduction.
Limitations on Deductibility of Trust Expenses by Unitholders. Each
Unitholder's pro rata share of each expense paid by the Trust is deductible by
the Unitholder to the same extent as if the expense had been paid directly by
such Unitholder. It should be noted that as a result of the Tax Reform Act of
1986, certain miscellaneous itemized deductions, such as investment expenses,
tax return preparation fees and employee business expenses will be deductible by
an individual only to the extent they exceed 2% of such individual's adjusted
gross income. Unitholders may be required to treat some or all of the expenses
of the Trust as miscellaneous itemized deductions subject to this limitation.
Recognition of Taxable Gain or Loss Upon Disposition of Securities by the
Trust or Disposition of Units. As discussed above, a Unitholder may recognize
taxable gain (or loss) when a Security is disposed of by the Trust or if the
Unitholder disposes of a Unit. However, any loss realized by a Unitholder with
respect to the disposition of his or her pro rata portion of the REIT Shares, to
the extent such Unitholder has owned his or her Units for less than six months
or the Trust has held the REIT Shares for less than six months, will be treated
as long-term capital loss to the extent of such Unitholder's pro rata portion of
any capital gain dividends received (or deemed to have been received) with
respect to the REITShares. The Taxpayer Relief Act of 1997 (the "1997 Act")
provides that for taxpayers other than corporations, net capital gain (which is
defined as net long-term capital gain over net short-term capital loss for the
taxable year) is subject to a maximum marginal stated tax rate of either 28% or
20%, depending upon the holding periods of the capital assets. 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.
Generally, capital gains realized from assets held for more than one year but
not more than 18 months are taxed at a a maximum marginal stated tax rate of 28%
and capital gains realized from assets (with certain exclusions) held for more
than 18 months are taxed at a maximum marginal stated tax rate of 20% (10% in
the case of certain taxpayers in the lowest tax bracket). Further, capital gains
realized from assets held for one year or less are taxed at the same rates as
ordinary income. Legislation is currently pending that provides the appropriate
methodology that should be applied in netting the realized capital gains and
losses. Such legislation is proposed to be effective retroactively for tax years
ending after May 6, 1997. Note, however, that the 1997 Act provides that the
application of the rules described above in the case of pass-through entities
such as the REITs will be prescribed in future Treasury Regulations. The
Internal Revenue Service has released preliminary guidance which provides that,
in general, pass-through entities such as REITs may designate their capital gain
dividends as either a 20% rate gain distribution or a 28% rate gain
distribution, depending on the nature of the gain received by the pass-through
entity. Unitholders should consult their own tax advisers as to the tax rate
applicable to capital gain dividends.
<PAGE>
In addition, please note that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are
considered "conversion transactions" effective for transactions entered into
after April 30, 1993. Unitholders and prospective investors should consult their
tax advisers regarding the potential effect of this provision on their
investment in Units.
If a Unitholder disposes of a Unit, he or she is deemed thereby to have
disposed of his entire pro rata interest in all assets of the Trust involved
including his pro rata portion of all the Securities represented by the Unit.
The 1997 Act includes provisions that treat certain transactions designed to
reduce or eliminate risk of loss and opportunities for gain (e.g., short sales,
off-setting notional principal contracts, futures or forward contracts, or
similar transactions) as constructive sales for purposes of recognition of gain
(but not loss) and for purposes of determining the holding period. Unitholders
should consult their own tax advisers with regard to any such constructive sale
rules.
Special Tax Consequences of In-Kind Distributions Upon Termination of the
Trust. A Unitholder may, under certain circumstances, request an "In-Kind
Distribution"upon the termination of the Trust. See "Administration of the
Trust--Amendment and Termination." As previously discussed, prior to the
termination of the Trust, a Unitholder is considered as owning a pro rata
portion of each of the Trust assets for federal income tax purposes. The receipt
of an In-Kind Distribution will result in a Unitholder receiving an undivided
interest in whole shares of Securities plus, possibly, cash.
The potential tax consequences that may occur under an In-Kind Distribution
will depend on whether or not a Unitholder receives cash in addition to
Securities. A "Security" for this purpose is a particular class of stock issued
by a particular REIT. A Unitholder will not recognize gain or loss if a
Unitholder only receives Securities in exchange for his or her pro rata portion
in the Securities held by the Trust. However, if a Unitholder also receives cash
in exchange for a fractional share of a Security held by the Trust, such
Unitholder will generally recognize gain or loss based upon the difference
between the amount of cash received by the Unitholder and his tax basis in such
fractional share of a Security held by the Trust.
Because the Trust will own many Securities, a Unitholder who requests an
In-Kind Distribution will have to analyze the tax consequences with respect to
each Security owned by the Trust. If a Unitholder is deemed to recognize gain or
loss on the In-Kind Distribution because cash is received in addition to
Securities, the amount of taxable gain (or loss) recognized upon such exchange
will generally equal the sum of the gain (or loss) recognized under the rules
described above by such Unitholder with respect to each Security owned by the
Trust. Unitholders who request an In-Kind Distribution are advised to consult
their tax advisers in this regard.
<PAGE>
Computation of the Unitholder's Tax Basis. Initially, a Unitholder's
tax basis in his or her Units will generally equal the price paid by such
Unitholder for his or her Units. The cost of the Units is allocated among the
Securities held in the Trust in accordance with the proportion of the fair
market values of such Securities on the valuation date nearest the date the
Units are purchased in order to determine such Unitholder's tax basis for his
pro rata portion of each Security.
A Unitholder's tax basis in his Units and his pro rata portion of a Security
held by the trust will be reduced to the extent dividends paid with respect to
such Security are received by the Trust which are not taxable as ordinary income
and are not capital gain dividends as described above.
General. Each Unitholder will be requested to provide the Unitholder's
taxpayer identification number to the Trustee and to certify that the Unitholder
has not been notified by the Internal Revenue Service that payments to the
Unitholder are subject to back-up withholding. If the proper taxpayer
identification number and appropriate certification are not provided when
requested, distributions by the Trust to such Unitholder (including amounts
received upon the redemption of Units) will be subject to back-up withholding.
Distributions by the Trust (other than those that are not treated as United
States source income, if any) will generally be subject to United States income
taxation and withholding in the case of Units held by non-resident alien
individuals, foreign corporations or other non-United States persons. Such
persons should consult their tax advisers.
Unitholders will be notified annually of the amount of dividends includable
in the Unitholder's gross income and amounts of Trust expenses which may be
claimed as itemized deductions.
The foregoing discussion relates only to United States federal income
taxation of U.S. Unitholders; Unitholders may be subject to state and local
taxation. Unitholders should consult their tax advisers regarding potential
foreign, state and local taxation with respect to the Units, and foreign
investors should consult their tax advisers with respect to United States tax
consequences of ownership of Units.
Unitholders desiring to purchase Units for tax-deferred plans and
Individual Retirement Accounts ("IRAs") should consult their financial advisor
for details on establishing such accounts. Units may also be purchased by
persons who already have self-directed plans established.
TRUST OPERATING EXPENSES
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COMPENSATION OF SPONSOR, SUPERVISOR AND EVALUATOR. The Sponsor will not
receive any fees in connection with its activities relating to the Trust.
However, Van Kampen American Capital Investment Advisory Corp., which is an
affiliate of the Sponsor, will receive an annual supervisory fee which is not to
exceed the amount set forth under "Summary of Essential Financial Information,"
for providing portfolio supervisory services for the Trust. Such fee (which is
based on the number of Units outstanding on January 1 of each year for which
such compensation relates except during the initial offering period in which
event the calculation is based on the number of Units outstanding at the end of
the month of such calculation) may exceed the actual costs of providing such
supervisory services for this Trust, but at no time will the total amount
received for portfolio supervisory services rendered to all unit investment
trusts by the Supervisor in any calendar year exceed the aggregate cost to the
Supervisor of supplying such services in such year. In addition, the Evaluator,
which is a division of Van Kampen American Capital Investment Advisory Corp.,
shall receive the annual per Unit evaluation fee set forth under "Summary of
Essential Financial Information" (which amount is based on the number of Units
outstanding on January 1 of each year for which such compensation relates except
during the initial offering period in which event the calculation is based on
the number of Units outstanding at the end of the month of such calculation) for
regularly evaluating the Trust portfolio. The foregoing fees are payable as
described under "General" below. Both of the foregoing fees may be increased
without approval of the Unitholders by amounts not exceeding proportionate
increases under the category "All Services Less Rent of Shelter" in the Consumer
Price Index published by the United States Department of Labor or, if such
category is no longer published, in a comparable category. The Sponsor will
receive sales commissions and may realize other profits (or losses) in
connection with the sale of Units and the deposit of the Securities as described
under "Public Offering--Sponsor Compensation."
<PAGE>
TRUSTEE'S FEE. For its services the Trustee will receive the annual per Unit
fee from the Trust set forth under "Summary of Essential Financial Information"
(which amount is based on the number of Units outstanding on January 1 of each
year for which such compensation relates except during the initial offering
period in which event the calculation is based on the number of Units
outstanding at the end of the month of such calculation). The Trustee's fees are
payable as described under "General" below. The Trustee benefits to the extent
there are funds for future distributions, payment of expenses and redemptions in
the Capital and Income Accounts since these Accounts are non-interest bearing to
Unitholders and the amounts earned by the Trustee are retained by the Trustee.
Part of the Trustee's compensation for its services to the Trust is expected to
result from the use of these funds. Such fees may be increased without approval
of the Unitholders by amounts not exceeding proportionate increases under the
category "All Services Less Rent of Shelter" in the Consumer Price Index
published by the United States Department of Labor or, if such category is no
longer published, in a comparable category. For a discussion of the services
rendered by the Trustee pursuant to its obligations under the Trust Agreement,
see "Rights of Unitholders--Reports Provided" and "Trust Administration."
MISCELLANEOUS EXPENSES. Expenses incurred in establishing the Trust,
including the cost of the initial preparation of documents relating to the Trust
(including the Prospectus, Trust Agreement and certificates), federal and state
registration fees, the initial fees and expenses of the Trustee, legal and
accounting expenses, payment of closing fees and any other out-of-pocket
expenses, will be paid by the Trust and amortized over a five year period. The
following additional charges are or may be incurred by the Trust: (a) normal
expenses (including the cost of mailing reports to Unitholders) incurred in
connection with the operation of the Trust, (b) fees of the Trustee for
extraordinary services, (c) expenses of the Trustee (including legal and
auditing expenses) and of counsel designated by the Sponsor, (d) various
governmental charges, (e) expenses and costs of any action taken by the Trustee
to protect the Trust and the rights and interests of Unitholders, (f)
indemnification of the Trustee for any loss, liability or expenses incurred in
the administration of the Trust without negligence, bad faith or wilful
misconduct on its part, (g) accrual of costs associated with liquidating the
securities and (h) expenditures incurred in contacting Unitholders upon
termination of the Trust. The expenses set forth herein are payable as described
under "General" below.
GENERAL. During the initial offering period of the Trust, all of the fees and
expenses will accrue on a daily basis and will be charged to the Trust, in
arrears, at the end of the initial offering period. After the initial offering
period of the Trust, all of the fees and expenses of the Trust will accrue on a
daily basis and will be charged to the Trust, in arrears, on a monthly basis as
of the tenth day of each month. The fees and expenses are payable out of the
Capital Account. When such fees and expenses are paid by or owing to the
Trustee, they are secured by a lien on the Trust's portfolio. It is expected
that the balance in the Capital Account will be insufficient to provide for
amounts payable by the Trust and that Equity Securities will be sold from the
Trust to pay such amounts. These sales will result in capital gains or losses to
Unitholders. See "Federal Taxation".
PUBLIC OFFERING
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GENERAL. Units are offered at the Public Offering Price. The Public Offering
Price is based on the aggregate underlying value of the Securities in the
Trust's portfolio and cash, if any, in the Income and Capital Accounts held or
owned by the Trust. No sales charge is imposed on Units created on the Initial
Date of Deposit. The sales charge for secondary market transactions is described
under "Offering Price" below.
<PAGE>
OFFERING PRICE. The Public Offering Price of the Units will vary from the
amounts stated under "Summary of Essential Financial Information" in accordance
with fluctuations in the prices of the underlying Securities in the Trust.
As indicated above, the price of the Units was established by dividing the
aggregate underlying value of the Securities by the number of Units outstanding.
The Public Offering Price shall also include the proportionate share of any cash
held in the Capital Account. Such price determination as of the close of
business on the day before the Initial Date of Deposit was made on the basis of
an evaluation of the Securities in the Trust prepared by Interactive Data
Corporation, a firm regularly engaged in the business of evaluating, quoting or
appraising comparable securities. After the close of business on the day before
the Initial Date of Deposit, the Evaluator will appraise or cause to be
appraised daily the value of the underlying Securities as of the Evaluation Time
on days the New York Stock Exchange is open and will adjust the Public Offering
Price of the Units commensurate with such valuation. Such Public Offering Price
will be effective for all orders received prior to the Evaluation Time on each
such day. Orders received by the Trustee or Sponsor for purchases, sales or
redemptions after that time, or on a day when the New York Stock Exchange is
closed, will be held until the next determination of price. The Sponsor
currently does not intend to maintain a secondary market after _____ __, ____.
Commencing on _____ __, ____, the secondary market sales charge will be __% of
the Public Offering Price and will be reduced by .5 of 1% on each subsequent
_____ __, to a minimum sales charge of __%.
The value of the Equity Securities during the initial offering period is
determined on each business day by the Evaluator in the following manner: If the
Equity Securities are listed on a securities exchange this evaluation is
generally based on the closing sale prices on that exchange (unless it is
determined that these prices are inappropriate as a basis for valuation) or, if
there is no closing sale price on that exchange, at the closing ask prices. If
the Equity Securities are not so listed or, if so listed and the principal
market therefor is other than on the exchange, the evaluation shall generally be
based on the current ask price on the over-the-counter market (unless it is
determined that these prices are inappropriate as a basis for evaluation). If
current ask prices are unavailable, the evaluation is generally determined (a)
on the basis of current ask prices for comparable securities, (b) by appraising
the value of the Equity Securities on the ask side of the market or (c) by any
combination of the above.
In offering the Units to the public, neither the Sponsor nor any
broker-dealers are recommending any of the individual Securities in the Trust
but rather the entire pool of Securities, taken as a whole, which are
represented by the Units.
UNIT DISTRIBUTION. During the initial offering period, Units will be
distributed to the public by the Sponsor, broker-dealers and others at the
Public Offering Price. Upon the completion of the initial offering period, Units
repurchased in the secondary market, if any, may be offered by this Prospectus
at the secondary market Public Offering Price in the manner described above.
The Sponsor intends to qualify the Units for sale in a number of states.
Broker-dealers or others will be allowed a concession or agency commission in
connection with the distribution of Units created on the Initial Date of Deposit
equal to __% of the Public Offering Price and __% of the Public Offering Price
for initial offering period sales of Units created after the Initial Date of
Deposit. Any discount provided to investors will be borne by the selling dealer
or agent as indicated under "General" above. However, for transactions involving
unitholders of any Van Kampen American Capital-sponsored unit investment trust
who purchase Units during the initial. For secondary market transactions, the
concession or agency commission will amount to 70% of the sales charge
applicable to the transaction. The breakpoint concessions or agency commissions
are applied on either a Unit or dollar basis utilizing a breakpoint equivalent
of $10 per Unit and will be applied on whichever basis is more favorable to the
broker-dealer. The breakpoints will be adjusted to take into consideration
purchase orders stated in dollars which cannot be completely fulfilled due to
requirement that only whole Units be issued.
<PAGE>
Certain commercial banks are making Units of the Trust available to their
customers on an agency basis. A portion of the sales charge (equal to the agency
commission referred to above) is retained by or remitted to the banks. Under the
Glass-Steagall Act, banks are prohibited from underwriting Trust Units; however,
the Glass-Steagall Act does permit certain agency transactions and the banking
regulators have not indicated that these particular agency transactions are not
permitted under such Act. In addition, state securities laws on this issue may
differ from the interpretations of federal law expressed herein and banks and
financial institutions may be required to register as dealers pursuant to state
law.
To facilitate the handling of transactions, sales of Units shall normally be
limited to transactions involving a minimum of 100 Units except as stated
herein. In connection with fully disclosed transactions with the Sponsor, the
minimum purchase requirement will be that number of Units set forth in the
contract between the Sponsor and the related broker or agent. The Sponsor
reserves the right to reject, in whole or in part, any order for the purchase of
Units and to change the amount of the concession or agency commission to dealers
and others from time to time.
SPONSOR COMPENSATION. The Sponsor will realize a profit or will sustain a
loss, as the case may be, as a result of the difference between the price paid
for the Securities by the Sponsor and the cost of such Securities to the Trust
on the Initial Date of Deposit. See "Notes to Portfolio." By virtue of buying
the Securities at below market prices on the Initial Date of Deposit, the
Sponsor will realize a profit on the deposit of Securities on the Initial Date
of Deposit of __% of the market value of the Securities. The underwriter to the
issuers of the Securities, who also acts as a dealer of Units, will realize a
profit on the sale of the Securities to the Sponsor equal to the difference
between the underwriter's acquisition cost of such Securities and the sale price
of the Securities to the Sponsor (expected to be up to ____% of the market value
of the Securities). The Sponsor may further realize additional profit or loss
during the initial offering period as a result of the possible fluctuations in
the market value of the Securities in the Trust after a date of deposit, since
all proceeds received from purchasers of Units (excluding dealer concessions and
agency commissions allowed, if any) will be retained by the Sponsor.
Broker-dealers of the Trust, banks and/or others may be eligible to
participate in a program in which such firms receive from the Sponsor a nominal
award for each of their representatives who have sold a minimum number of units
of unit investment trusts created by the Sponsor during a specified time period.
In addition, at various times the Sponsor may implement other programs under
which the sales forces of brokers, dealers, banks and/or others may be eligible
to win other nominal awards for certain sales efforts, or under which the
Sponsor will reallow to such brokers, dealers, banks and/or others that sponsor
sales contests or recognition programs conforming to criteria established by the
Sponsor, or participate in sales programs sponsored by the Sponsor, an amount
not exceeding the total applicable sales charges on the sales generated by such
persons at the public offering price during such programs. Also, the Sponsor in
its discretion may from time to time pursuant to objective criteria established
by the Sponsor pay fees to qualifying entities for certain services or
activities which are primarily intended to result in sales of Units of the
Trust. Such payments are made by the Sponsor out of its own assets, and not out
of the assets of the Trust. These programs will not change the price Unitholders
pay for their Units or the amount that the Trust will receive from the Units
sold.
A person will become the owner of Units on the date of settlement provided
payment has been received. Cash, if any, made available to the Sponsor prior to
the date of settlement for the purchase of Units may be used in the Sponsor's
business and may be deemed to be a benefit to the Sponsor, subject to the
limitations of the Securities Exchange Act of 1934.
As stated under "Public Market" below, the Sponsor intends to maintain a
secondary market for Units of the Trust for the period indicated. In so
maintaining a market, the Sponsor will also realize profits or sustain losses in
the amount of any difference between the price at which Units are purchased and
the price at which Units are resold (which price includes the applicable sales
charge). In addition, the Sponsor will also realize profits or sustain losses
resulting from a redemption of such repurchased Units at a price above or below
the purchase price for such Units, respectively.
<PAGE>
PUBLIC MARKET. Although it is not obligated to do so, the Sponsor intends to
maintain a market for the Units offered hereby and offer continuously to
purchase Units at prices, subject to change at any time, based upon the
aggregate underlying value of the Equity Securities in the Trust (computed as
indicated under "Offering Price" above and "Rights of Unitholders--Redemption of
Units"). If the supply of Units exceeds demand or if some other business reason
warrants it, the Sponsor may either discontinue all purchases of Units or
discontinue purchases of Units at such prices. It is the current intention of
the Sponsor to maintain a market for Units through ___________ only. In the
event that a market is not maintained for the Units and the Unitholder cannot
find another purchaser, a Unitholder desiring to dispose of his Units may be
able to dispose of such Units only by tendering them to the Trustee for
redemption at the Redemption Price. See "Rights of Unitholders--Redemption of
Units." A Unitholder who wishes to dispose of his Units should inquire of his
broker as to current market prices in order to determine whether there is in
existence any price in excess of the Redemption Price and, if so, the amount
thereof.
TAX-SHELTERED RETIREMENT PLANS. Units of the Trust are available for purchase
in connection with certain types of tax-sheltered retirement plans, including
Individual Retirement Accounts for individuals, Simplified Employee Pension
Plans for employees, qualified plans for self-employed individuals, and
qualified corporate pension and profit sharing plans for employees. The purchase
of Units of the Trust may be limited by the plans' provisions and does not
itself establish such plans. The minimum purchase for retirement plans is 25
Units.
RIGHTS OF UNITHOLDERS
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CERTIFICATES. The Trustee is authorized to treat as the record owner of Units
that person who is registered as such owner on the books of the Trustee.
Ownership of Units of the Trust will be evidenced by certificates unless a
Unitholder or the Unitholder's registered broker-dealer makes a written request
to the Trustee that ownership be in book entry form. Units are transferable by
making a written request to the Trustee and, in the case of Units evidenced by a
certificate, by presentation and surrender of such certificate to the Trustee
properly endorsed or accompanied by a written instrument or instruments of
transfer. A Unitholder must sign such written request, and such certificate or
transfer instrument, exactly as his name appears on the records of the Trustee
and on the face of any certificate representing the Units to be transferred with
the signature guaranteed by a participant in the Securities Transfer Agents
Medallion Program ("STAMP") or such other signature guarantee program in
addition to, or in substitution for, STAMP as may be accepted by the Trustee. In
certain instances the Trustee may require additional documents such as, but not
limited to, trust instruments, certificates of death, appointments as executor
or administrator or certificates of corporate authority. Certificates will be
issued in denominations of one Unit or any whole multiple thereof.
Although no such charge is now made or contemplated, the Trustee may require
a Unitholder to pay a reasonable fee for each certificate reissued or
transferred and to pay any governmental charge that may be imposed in connection
with each such transfer or interchange. Destroyed, stolen, mutilated or lost
certificates will be replaced upon delivery to the Trustee of satisfactory
indemnity, evidence of ownership and payment of expenses incurred. Mutilated
certificates must be surrendered to the Trustee for replacement.
DISTRIBUTIONS OF INCOME AND CAPITAL. Any dividends received by the Trust with
respect to the Equity Securities therein are credited by the Trustee to the
Income Account. Other receipts (e.g., capital gains, proceeds from the sale of
Securities, etc.) are credited to the Capital Account of the Trust. Proceeds
from the sale of Securities to meet redemptions of Units shall be segregated
within the Capital Account from proceeds from the sale of Securities made to
satisfy the fees, expenses and charges of the Trust.
<PAGE>
The Trustee will distribute any income received with respect to any of the
Securities in the Trust on or about the Income Distribution Dates to Unitholders
of record on the preceding Income Record Dates. See "Summary of Essential
Financial Information." Proceeds received on the sale of any Securities in the
Trust, to the extent not used to meet redemptions of Units, pay the deferred
sales charge or pay fees and expenses, will be distributed annually on the
Capital Account Distribution Date to Unitholders of record on the preceding
Capital Account Record Date. Proceeds received from the disposition of any of
the Securities after a record date and prior to the following distribution date
will be held in the Capital Account and not distributed until the next
distribution date applicable to such Capital Account. The Trustee is not
required to pay interest on funds held in the Capital or Income Accounts (but
may itself earn interest thereon and therefore benefits from the use of such
funds).
The distribution to Unitholders as of each record date will be made on the
following distribution date or shortly thereafter and shall consist of each
Unitholder's pro rata share of the cash in the Income Account. Because dividends
are not received by the Trust at a constant rate throughout the year, such
distributions to Unitholders are expected to fluctuate from distribution to
distribution. Persons who purchase Units will commence receiving distributions
only after such person becomes a record owner. Notification to the Trustee of
the transfer of Units is the responsibility of the purchaser, but in the normal
course of business such notice is provided by the selling broker-dealer.
At the end of the initial offering period and as of the tenth day of each
month thereafter, the Trustee will deduct from the Capital Account amounts
necessary to pay the expenses of the Trust (as determined on the basis set forth
under "Trust Operating Expenses"). The Trustee also may withdraw from the Income
and Capital Accounts such amounts, if any, as it deems necessary to establish a
reserve for any governmental charges payable out of the Trust. Amounts so
withdrawn shall not be considered a part of the Trust's assets until such time
as the Trustee shall return all or any part of such amounts to the appropriate
accounts. In addition, the Trustee may withdraw from the Income and Capital
Accounts such amounts as may be necessary to cover redemptions of Units.
REINVESTMENT OPTION. Unitholders of the Trust may elect to have each
distribution of income, capital gains and/or capital on their Units
automatically reinvested in additional Units of the Trust pursuant to the
"Automatic Reinvestment Option" (to the extent Units may be lawfully offered for
sale in the state in which the Unitholder resides). To participate in the
reinvestment plan, a Unitholder may either contact his or her broker or agent or
file with the Trustee a written notice of election at least five days prior to
the Record Date for which the first distribution is to apply. A Unitholder's
election to participate in the reinvestment plan will apply to all Units of the
Trust owned by such Unitholder and such election will remain in effect until
changed by the Unitholder.
Reinvestment plan distributions may be reinvested in Units already held in
inventory by the Sponsor (see "Public Offering--Public Market") or, until such
time as additional Units cease to be issued by the Trust (see "The Trust"),
distributions may be reinvested in such additional Units. If Units are
unavailable in the secondary market, distributions which would otherwise have
been reinvested shall be paid in cash to the Unitholder on the applicable
Distribution Date.
Purchases of additional Units made pursuant to the reinvestment plan will be
made based on the net asset value for Units of the Trust as of the Evaluation
Time on the related Distribution Dates. Under the reinvestment plan, the Trust
will pay the Unitholder's distributions to the Trustee which in turn will
purchase for such Unitholder full and fractional Units of the Trust and will
send such Unitholder a statement reflecting the reinvestment.
Unitholders may also elect to have each distribution of income, capital gains
and/or capital on their Units automatically reinvested in Class A shares of
certain Van Kampen American Capital or Morgan Stanley mutual funds which are
registered in the Unitholder's state of residence. Such mutual funds are
hereinafter collectively referred to as the "Reinvestment Funds".
<PAGE>
Each Reinvestment Fund has investment objectives which differ in certain
respects from those of the Trust. The prospectus relating to each Reinvestment
Fund describes the investment policies of such fund and sets forth the
procedures to follow to commence reinvestment. A Unitholder may obtain a
prospectus for the respective Reinvestment Funds from Van Kampen American
Capital Distributors, Inc. at One Parkview Plaza, Oakbrook Terrace, Illinois
60181. Texas residents who desire to reinvest may request that a broker-dealer
registered in Texas send the prospectus relating to the respective fund.
After becoming a participant in a reinvestment plan, each distribution of
income, capital gains and/or capital on the participant's Units will, on the
applicable distribution date, automatically be applied, as directed by such
person, as of such distribution date by the Trustee to purchase shares (or
fractions thereof) of the applicable Reinvestment Fund at a net asset value as
computed as of the close of trading on the New York Stock Exchange on such date.
Unitholders with an existing Guaranteed Reinvestment Option (GRO) Program
account (whereby a sales charge is imposed on distribution reinvestments) may
transfer their existing account into a new GRO account which allows purchases of
Reinvestment Fund shares at net asset value as described above. Confirmations of
all reinvestments by a Unitholder into a Reinvestment Fund will be mailed to the
Unitholder by such Reinvestment Fund.
A participant may at any time prior to five days preceding the next
succeeding distribution date, by so notifying the Trustee in writing, elect to
terminate his or her reinvestment plan and receive future distributions on his
or her Units in cash. There will be no charge or other penalty for such
termination. The Sponsor, each Reinvestment Fund, and its investment adviser
shall have the right to suspend or terminate the reinvestment plan at any time.
REPORTS PROVIDED. The Trustee shall furnish Unitholders in connection with
each distribution a statement of the amount of income and the amount of other
receipts (received since the preceding distribution), if any, being distributed,
expressed in each case as a dollar amount representing the pro rata share of
each Unit outstanding. For as long as the Sponsor deems it to be in the best
interest of the Unitholders, the accounts of the Trust shall be audited, not
less frequently than annually, by independent certified public accountants, and
the report of such accountants shall be furnished by the Trustee to Unitholders
upon request. Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each person who at any time during the
calendar year was a registered Unitholder (i) a statement as to the Income
Account: income received, deductions for applicable taxes and for fees and
expenses of the Trust, for redemptions of Units, if any, and the balance
remaining after such distributions and deductions, expressed in each case both
as a total dollar amount and as a dollar amount representing the pro rata share
of each Unit outstanding on the last business day of such calendar year; (ii) a
statement as to the Capital Account: the dates of disposition of any Securities
and the net proceeds received therefrom, deductions for payment of applicable
taxes, fees and expenses of the Trust held for distribution to Unitholders of
record as of a date prior to the determination and the balance remaining after
such distributions and deductions expressed both as a total dollar amount and as
a dollar amount representing the pro rata share of each Unit outstanding on the
last business day of such calendar year; (iii) a list of the Securities held and
the number of Units outstanding on the last business day of such calendar year;
(iv) the Redemption Price per Unit based upon the last computation thereof made
during such calendar year; and (v) amounts actually distributed during such
calendar year from the Income and Capital Accounts, separately stated, expressed
as total dollar amounts.
In order to comply with federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Trustee, evaluations of the
Securities in the Trust furnished to it by the Evaluator.
<PAGE>
REDEMPTION OF UNITS. A Unitholder may redeem all or a portion of his Units by
tender to the Trustee at its Unit Investment Trust Division, 101 Barclay Street,
20th Floor, New York, New York 10286 and, in the case of Units evidenced by a
certificate, by tendering such certificate to the Trustee, duly endorsed or
accompanied by proper instruments of transfer with signature guaranteed (or by
providing satisfactory indemnity, as in connection with lost, stolen or
destroyed certificates) and by payment of applicable governmental charges, if
any. No redemption fee will be charged. On the third business day following such
tender, the Unitholder will be entitled to receive in cash an amount for each
Unit equal to the Redemption Price per Unit next computed after receipt by the
Trustee of such tender of Units. The "date of tender" is deemed to be the date
on which Units are received by the Trustee, except that as regards Units
received after the Evaluation Time the date of tender is the next day on which
the New York Stock Exchange is open for trading and such Units will be deemed to
have been tendered to the Trustee on such day for redemption at the redemption
price computed on that day.
The Trustee is empowered to sell Securities in order to make funds available
for redemption if funds are not otherwise available in the Capital and Income
Accounts to meet redemptions. The Securities to be sold will be selected by the
Trustee from those designated on a current list provided by the Supervisor for
this purpose. Units so redeemed shall be cancelled.
Unitholders tendering 1,000 Units or more for redemption may request from the
Trustee a distribution in kind ("In Kind Distribution") of an amount and value
of Securities per Unit equal to the Redemption Price per Unit as determined as
of the evaluation next following the tender. An In Kind Distribution on
redemption of Units will be made by the Trustee through the distribution of each
of the Securities in book-entry form to the account of the Unitholder's bank or
broker-dealer at Depository Trust Company. The tendering Unitholder will receive
his pro rata number of whole shares of each of the Securities comprising the
portfolio and cash from the Capital Account equal to the fractional shares to
which the tendering Unitholder is entitled. In implementing these redemption
procedures, the Trustee shall make any adjustments necessary to reflect
differences between the Redemption Price of the Securities distributed in kind
as of the date of tender. If funds in the Capital Account are insufficient to
cover the required cash distribution to the tendering Unitholder, the Trustee
may sell Securities according to the criteria discussed above. For the tax
consequences related to an In Kind Distribution see "Federal Taxation."
To the extent that Securities are redeemed in kind or sold, the size of the
Trust will be, and the diversity of the Trust may be, reduced. Sales may be
required at a time when Securities would not otherwise be sold and may result in
lower prices than might otherwise be realized. The price received upon
redemption may be more or less than the amount paid by the Unitholder depending
on the value of the Securities in the portfolio at the time of redemption.
The Redemption Price per Unit (as well as the secondary market Public
Offering Price) will be determined on the basis of the aggregate underlying
value of the Equity Securities in the Trust, plus or minus cash, if any, in the
Income and Capital Accounts. On the Initial Date of Deposit, the Public Offering
Price per Unit (which includes the sales charge) exceeded the values at which
Units could have been redeemed by the amounts shown under "Summary of Essential
Financial Information." While the Trustee has the power to determine the
Redemption Price per Unit when Units are tendered for redemption, such authority
has been delegated to the Evaluator which determines the price per Unit on a
daily basis. The Redemption Price per Unit is the pro rata share of each Unit in
the Trust determined on the basis of (i) the cash on hand in the Trust, (ii) the
value of the Securities in the Trust and (iii) dividends receivable on the
Equity Securities trading ex-dividend as of the date of computation, less (a)
amounts representing taxes or other governmental charges payable out of the
Trust and (b) the accrued expenses of the Trust. The Evaluator may determine the
value of the Equity Securities in the Trust in the following manner: if the
Equity Securities are listed on a national securities exchange this evaluation
is generally based on the closing sale prices on that exchange (unless it is
determined that these prices are inappropriate as a basis for valuation) or, if
there is no closing sale price on that exchange, at the closing bid prices. If
the Equity Securities are not so listed or, if so listed and the principal
market therefore is other than on the exchange, the evaluation shall generally
be based on the current bid price on the over-the-counter market (unless these
prices are inappropriate as a basis for evaluation). If current bid prices are
unavailable, the evaluation is generally determined (a) on the basis of current
bid prices for comparable securities, (b) by appraising the value of the Equity
Securities on the bid side of the market or (c) by any combination of the above.
<PAGE>
The right of redemption may be suspended and payment postponed for any period
during which the New York Stock Exchange is closed, other than for customary
weekend and holiday closings, or any period during which the Securities and
Exchange Commission determines that trading on that Exchange is restricted or an
emergency exists, as a result of which disposal or evaluation of the Securities
in the Trust is not reasonably practicable, or for such other periods as the
Securities and Exchange Commission may by order permit.
TRUST ADMINISTRATION
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SPONSOR PURCHASES OF UNITS. The Trustee shall notify the Sponsor of any
tender of Units for redemption. If the Sponsor's bid in the secondary market at
that time equals or exceeds the Redemption Price per Unit, it may purchase such
Units by notifying the Trustee before the close of business on the next
succeeding business day and by making payment therefor to the Unitholder not
later than the day on which the Units would otherwise have been redeemed by the
Trustee. Units held by the Sponsor may be tendered to the Trustee for redemption
as any other Units.
The offering price of any Units acquired by the Sponsor will be in accord
with the Public Offering Price described in the then currently effective
prospectus describing such Units. Any profit resulting from the resale of such
Units will belong to the Sponsor which likewise will bear any loss resulting
from a lower offering or redemption price subsequent to its acquisition of such
Units.
PORTFOLIO ADMINISTRATION. The portfolio of the Trust is not "managed" by the
Sponsor, Supervisor or the Trustee; their activities described herein are
governed solely by the provisions of the Trust Agreement. Traditional methods of
investment management for a managed fund typically involve frequent changes in a
portfolio of securities on the basis of economic, financial and market analyses.
The Trust, however, will not be managed. The Trust Agreement, however, provides
that the Sponsor may (but need not) direct the Trustee to dispose of an Equity
Security in certain events such as the issuer having defaulted on the payment on
any of its outstanding obligations or the price of an Equity Security has
declined to such an extent or other such credit factors exist so that in the
opinion of the Sponsor, the retention of such Securities would be detrimental to
the Trust. Pursuant to the Trust Agreement and with limited exceptions, the
Trustee may sell any securities or other properties acquired in exchange for
Equity Securities such as those acquired in connection with a merger or other
transaction. If offered such new or exchanged securities or property, the
Trustee shall reject the offer. However, in the event such securities or
property are nonetheless acquired by the Trust, they may be accepted for deposit
in the Trust and either sold by the Trustee or held in the Trust pursuant to the
direction of the Sponsor (who may rely on the advice of the Supervisor).
Therefore, except as stated under "Trust Portfolio" for failed securities and as
provided in this paragraph, the acquisition by the Trust of any securities other
than the Securities is prohibited. Proceeds from the sale of Securities (or any
securities or other property received by the Trust in exchange for Equity
Securities) are credited to the Capital Account for distribution to Unitholders
or to pay fees and expenses of the Trust.
As indicated under "Rights of Unitholders--Redemption of Units" above, the
Trustee may also sell Securities designated by the Supervisor, or if not so
directed, in its own discretion, for the purpose of redeeming Units of the Trust
tendered for redemption and the payment of expenses.
<PAGE>
To the extent practicable, the Supervisor may (but is not obligated to)
designate Securities to be sold by the Trustee in order to maintain the
proportionate relationship among the number of shares of individual issues of
Equity Securities. To the extent this is not practicable, the composition and
diversity of the Equity Securities may be altered. In order to obtain the best
price for the Trust, it may be necessary for the Supervisor to specify minimum
amounts (generally 100 shares) in which blocks of Equity Securities are to be
sold. In effecting purchases and sales of a Trust's portfolio securities, the
Sponsor may direct that orders be placed with and brokerage commissions be paid
to brokers, including brokers which may be affiliated with the Trust, the
Sponsor or dealers participating in the offering of Units. In addition, in
selecting among firms to handle a particular transaction, the Sponsor may take
into account whether the firm has sold or is selling units of unit investment
trusts which it sponsors.
AMENDMENT OR TERMINATION. The Trust Agreement may be amended by the Trustee
and the Sponsor without the consent of any of the Unitholders (1) to cure any
ambiguity or to correct or supplement any provision thereof which may be
defective or inconsistent, or (2) to make such other provisions as shall not
adversely affect the Unitholders (as determined in good faith by the Sponsor and
the Trustee), provided, however, that the Trust Agreement may not be amended to
increase the number of Units (except as provided in the Trust Agreement). The
Trust Agreement may also be amended in any respect by the Trustee and Sponsor,
or any of the provisions thereof may be waived, with the consent of the holders
of 51% of the Units then outstanding, provided that no such amendment or waiver
will reduce the interest in the Trust of any Unitholder without the consent of
such Unitholder or reduce the percentage of Units required to consent to any
such amendment or waiver without the consent of all Unitholders. The Trustee
shall advise the Unitholders of any amendment promptly after execution thereof.
The Trust may be liquidated at any time by consent of Unitholders
representing 66 2/3% of the Trust Units then outstanding or by the Trustee when
the value of the Trust, as shown by any evaluation, is less than that amount set
forth under Minimum Termination Value in "Summary of Essential Financial
Information." The Trust will be liquidated by the Trustee in the event that a
sufficient number of Units not yet sold are tendered for redemption by the
Sponsor so that the net worth of the Trust would be reduced to less than 40% of
the value of the Securities at the time they were deposited in the Trust. If the
Trust is liquidated because of the redemption of unsold Units the Sponsor will
refund to each purchaser of Units the entire sales charge paid by such
purchaser. The Trust Agreement will terminate upon the sale or other disposition
of the last Security held thereunder, but in no event will it continue beyond
the Mandatory Termination Date stated under "Summary of Essential Financial
Information."
Commencing on the Mandatory Termination Date, Equity Securities will begin to
be sold in connection with the termination of the Trust. The Sponsor will
determine the manner, timing and execution of the sales of the Equity
Securities. The Sponsor shall direct the liquidation of the Securities in such
manner as to effectuate orderly sales and a minimal market impact. In the event
the Sponsor does not so direct, the Securities shall be sold within a reasonable
period and in such manner as the Trustee, in its sole discretion, shall
determine. Written notice of any termination specifying the time or times at
which Unitholders may surrender their certificates for cancellation, if any are
then issued and outstanding, shall be given by the Trustee to each Unitholder so
holding a certificate at his address appearing on the registration books of the
Trust maintained by the Trustee. At least 30 days before the Mandatory
Termination Date the Trustee will provide written notice thereof to all
Unitholders and will include with such notice a form to enable Unitholders
owning 1,000 or more Units to request an In Kind Distribution rather than
payment in cash upon the termination of the Trust. To be effective, this request
must be returned to the Trustee at least five business days prior to the
Mandatory Termination Date. On the Mandatory Termination Date (or on the next
business day thereafter if a holiday) the Trustee will deliver each requesting
Unitholder's pro rata number of whole shares of each of the Equity Securities in
the portfolio to the account of the broker-dealer or bank designated by the
Unitholder at Depository Trust Company. The value of the Unitholder's fractional
shares of the Equity Securities will be paid in cash. Unitholders with less than
1,000 Units and those not requesting an In Kind Distribution will receive a cash
distribution from the sale of the remaining Equity Securities within a
reasonable time following the Mandatory Termination Date. Regardless of the
distribution involved, the Trustee will deduct from the funds of the Trust any
accrued costs, expenses, advances or indemnities provided by the Trust
Agreement, including estimated compensation of the Trustee, costs of liquidation
and any amounts required as a reserve to provide for payment of any applicable
taxes or other governmental charges. Any sale of Equity Securities in the Trust
upon termination may result in a lower amount than might otherwise be realized
if such sale were not required at such time. The Trustee will then distribute to
each Unitholder his pro rata share of the balance of the Income and Capital
Accounts.
<PAGE>
Within 60 days of the final distribution, Unitholders will be furnished a
final distribution statement, in substantially the same form as the annual
distribution statement, of the amount distributable. At such time as the Trustee
in its sole discretion will determine that any amounts held in reserve are no
longer necessary, it will make distribution thereof to Unitholders in the same
manner.
LIMITATIONS ON LIABILITIES. The Sponsor, the Evaluator, the Supervisor and
the Trustee shall be under no liability to Unitholders for taking any action or
for refraining from taking any action in good faith pursuant to the Trust
Agreement, or for errors in judgment, but shall be liable only for their own
willful misfeasance, bad faith or gross negligence (negligence in the case of
the Trustee) in the performance of their duties or by reason of their reckless
disregard of their obligations and duties hereunder. The Trustee shall not be
liable for depreciation or loss incurred by reason of the sale by the Trustee of
any of the Securities. In the event of the failure of the Sponsor to act under
the Trust Agreement, the Trustee may act thereunder and shall not be liable for
any action taken by it in good faith under the Trust Agreement.
The Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Securities or upon the interest thereon or
upon it as Trustee under the Trust Agreement or upon or in respect of the Trust
which the Trustee may be required to pay under any present or future law of the
United States of America or of any other taxing authority having jurisdiction.
In addition, the Trust Agreement contains other customary provisions limiting
the liability of the Trustee.
The Trustee, Sponsor, Supervisor and Unitholders may rely on any evaluation
furnished by the Evaluator and shall have no responsibility for the accuracy
thereof. Determinations by the Evaluator under the Trust Agreement shall be made
in good faith upon the basis of the best information available to it, provided,
however, that the Evaluator shall be under no liability to the Trustee, Sponsor
or Unitholders for errors in judgment. This provision shall not protect the
Evaluator in any case of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties.
SPONSOR. Van Kampen American Capital Distributors, Inc., a Delaware
corporation, is the Sponsor of the Trust. The Sponsor is an
indirect subsidiary of VK/AC Holding, Inc. VK/AC Holding, Inc. is a wholly
owned subsidiary of MSAM Holdings II, Inc., which in turn
is a wholly owned subsidiary of Morgan Stanley, Dean Witter, Discover & Co.
("MSDWD").
MSDWD is a global financial services firm with a market capitalization of
more than $21 billion which was created by the merger of Morgan Stanley Group
Inc. with and into Dean Witter, Discover & Co. on May 31, 1997. MSDWD, together
with various of its directly and indirectly owned subsidiaries, is engaged in a
wide range of financial services through three primary businesses: securities,
asset management and credit services. These principal businesses include
securities underwriting, distribution and trading; merger, acquisition,
restructuring and other corporate finance advisory activities; merchant banking;
stock brokerage and research services; asset management; trading of futures,
options, foreign exchange commodities and swaps (involving foreign exchange,
commodities, indices and interest rates); real estate advice, financing and
investing; global custody, securities clearance services and securities lending;
and credit card services. As of June 2, 1997, MSDWD, together with its
affiliated investment advisory companies, had approximately $270 billion of
assets under management, supervision or fiduciary advice.
<PAGE>
Van Kampen American Capital Distributors, Inc. specializes in the
underwriting and distribution of unit investment trusts and mutual funds with
roots in money management dating back to 1926. The Sponsor is a member of the
National Association of Securities Dealers, Inc. and has offices at One Parkview
Plaza, Oakbrook Terrace, Illinois 60181, (630) 684-6000 and 2800 Post Oak
Boulevard, Houston, Texas 77056, (713) 993-0500. It maintains a branch office in
Philadelphia and has regional representatives in Atlanta, Dallas, Los Angeles,
New York, San Francisco, Seattle and Tampa. As of November 30, 1996, the total
stockholders' equity of Van Kampen American Capital Distributors, Inc. was
$129,451,000 (unaudited). (This paragraph relates only to the Sponsor and not to
the Trust or to any other Series thereof. The information is included herein
only for the purpose of informing investors as to the financial responsibility
of the Sponsor and its ability to carry out its contractual obligations. More
detailed financial information will be made available by the Sponsor upon
request.)
As of September 30, 1997 the Sponsor and its Van Kampen American Capital
affiliates managed or supervised approximately $65.3 billion of investment
products, of which over $10.85 billion is invested in municipal securities. The
Sponsor and its Van Kampen American Capital affiliates managed $54 billion of
assets, consisting of $34.3 billion for 55 open-end mutual funds (of which 46
are distributed by Van Kampen American Capital Distributors, Inc.) $14.2 billion
for 37 closed-end funds and $5.5 billion for 106 institutional accounts. The
Sponsor has also deposited approximately $26 billion of unit investment trusts.
All of Van Kampen American Capital's open-end funds, closed-ended funds and unit
investment trusts are professionally distributed by leading financial firms
nationwide. Based on cumulative assets deposited, the Sponsor believes that it
is the largest sponsor of insured municipal unit investment trusts, primarily
through the success of its Insured Municipals Income Trust(R) or the IM-IT(R)
trust. The Sponsor also provides surveillance and evaluation services at cost
for approximately $13 billion of unit investment trust assets outstanding. Since
1976, the Sponsor has serviced over two million investor accounts, opened
through retail distribution firms.
If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or shall become bankrupt or its affairs
are taken over by public authorities, then the Trustee may (i) appoint a
successor Sponsor at rates of compensation deemed by the Trustee to be
reasonable and not exceeding amounts prescribed by the Securities and Exchange
Commission, (ii) terminate the Trust Agreement and liquidate the Trust as
provided therein or (iii) continue to act as Trustee without terminating the
Trust Agreement.
TRUSTEE. The Trustee is The Bank of New York, a trust company organized under
the laws of New York. The Bank of New York has its unit investment trust
division offices at 101 Barclay Street, New York, New York 10286, (800)
221-7668. The Bank of New York is subject to supervision and examination by the
Superintendent of Banks of the State of New York and the Board of Governors of
the Federal Reserve System, and its deposits are insured by the Federal Deposit
Insurance Corporation to the extent permitted by law.
The duties of the Trustee are primarily ministerial in nature. It did not
participate in the selection of Securities for the Trust portfolio.
In accordance with the Trust Agreement, the Trustee shall keep proper books
of record and account of all transactions at its office for the Trust. Such
records shall include the name and address of, and the number of Units of the
Trust held by, every Unitholder of the Fund. Such books and records shall be
open to inspection by any Unitholder at all reasonable times during the usual
business hours. The Trustee shall make such annual or other reports as may from
time to time be required under any applicable state or federal statute, rule or
regulation (see "Rights of Unitholders--Reports Provided"). The Trustee is
required to keep a certified copy or duplicate original of the Trust Agreement
on file in its office available for inspection at all reasonable times during
the usual business hours by any Unitholder, together with a current list of the
Securities held in the Trust.
<PAGE>
Under the Trust Agreement, the Trustee or any successor trustee may resign
and be discharged of its responsibilities created by the Trust Agreement by
executing an instrument in writing and filing the same with the Sponsor. The
Trustee or successor trustee must mail a copy of the notice of resignation to
all Unitholders then of record, not less than 60 days before the date specified
in such notice when such resignation is to take effect. The Sponsor upon
receiving notice of such resignation is obligated to appoint a successor trustee
promptly. If, upon such resignation, no successor trustee has been appointed and
has accepted the appointment within 30 days after notification, the retiring
Trustee may apply to a court of competent jurisdiction for the appointment of a
successor. The Sponsor may remove the Trustee and appoint a successor trustee as
provided in the Trust Agreement at any time with or without cause. Notice of
such removal and appointment shall be mailed to each Unitholder by the Sponsor.
Upon execution of a written acceptance of such appointment by such successor
trustee, all the rights, powers, duties and obligations of the original trustee
shall vest in the successor. The resignation or removal of a Trustee becomes
effective only when the successor trustee accepts its appointment as such or
when a court of competent jurisdiction appoints a successor trustee.
Any corporation into which a Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any
merger or consolidation to which a Trustee shall be a party, shall be the
successor trustee. The Trustee must be a banking corporation organized
under the laws of the United States or any state and
having at all times an aggregate capital, surplus and undivided profits of not
less than $5,000,000.
OTHER MATTERS
- --------------------------------------------------------------------------------
LEGAL OPINIONS. The legality of the Units offered hereby has been passed upon
by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603, as
counsel for the Sponsor. Winston & Strawn has acted as counsel for the Trustee.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS. . The statement of condition and
the related securities portfolio at the Initial Date of Deposit included in this
Prospectus have been audited by Grant Thornton LLP, independent certified public
accountants, as set forth in their report in this Prospectus, and are included
herein in reliance upon the authority of said firm as experts in accounting and
auditing.
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors of Van Kampen American Capital Distributors, Inc.
and the Unitholders of Van Kampen American Capital
Equity Opportunity Trust, Series 92:
We have audited the accompanying statement of condition and the related
portfolio of Van Kampen American Capital Equity Opportunity Trust, Series 92 as
of March __, 1998. The statement of condition and portfolio are the
responsibility of the Sponsor.
Our responsibility is to express an opinion on such financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of an irrevocable letter of credit deposited to purchase securities
by correspondence with the Trustee. An audit also includes assessing the
accounting principles used and significant estimates made by the Sponsor, as
well as evaluating the overall financial statement presentation. We believe our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Van Kampen American Capital
Equity Opportunity Trust, Series 92 as of March __, 1998, in conformity with
generally accepted accounting principles.
GRANT THORNTON LLP
Chicago, Illinois
March __, 1998
<PAGE>
VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST,
SERIES 92
STATEMENT OF CONDITION
AS OF MARCH __, 1998
INVESTMENT IN SECURITIES
Contracts to purchase securities (1) $
Organizational costs (2)
-------------
$
=============
LIABILITIES AND INTEREST OF UNITHOLDERS:
Liabilities--
Accrued organizational costs (3) $
Interest of Unitholders--
Cost to investors (3)
Less: Gross underwriting commission (3)
-------------
Net interest to Unitholders (3)
-------------
Total $
=============
- ------------------
(1)The aggregate value of the Securities listed under "Portfolio" and their
cost to the Trust are the same. The value of the Securities is determined by
Interactive Data Corporation on the bases set forth under "Public
Offering--Offering Price". The contracts to purchase Securities are
collateralized by an irrevocable letter of credit of $______ which has been
deposited with the Trustee.
(2)The Trust will bear all or a portion of its organizational costs, which will
be deferred and amortized over a five year period. Organizational costs have
been estimated based on a projected trust size of $________. To the extent
the Trust is larger or smaller, the estimate will vary.
(3)The aggregate public offering price is computed on the basis set forth under
"Public Offering--Offering Price".
<PAGE>
<TABLE>
REIT INCOME AND GROWTH TRUST, SERIES 1
PORTFOLIO (VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 92)
AS OF THE INITIAL DATE OF DEPOSIT: MARCH __, 1998
- --------------------------------------------------------------------------------------------------------------------
ESTIMATED
ANNUAL COST OF
NUMBER MARKET VALUE DIVIDENDS SECURITIES
OF SHARES NAME OF ISSUER (1) PER SHARE (2) PER SHARE (2) TO TRUST (2)
- ---------- -------------------------------------------- --------------- -------------- ------------------
<S> <C> <C> <C> <C>
- ---------- ------------------
$
========== ==================
</TABLE>
<PAGE>
NOTES TO PORTFOLIO
(1) All of the Securities are represented by "regular way" contracts for the
performance of which an irrevocable letter of credit has been deposited with
the Trustee. At the Initial Date of Deposit, Securities may have been
delivered to the Sponsor pursuant to certain of these contracts; the Sponsor
has assigned to the Trustee all of its right, title and interest in and to
such Securities. Contracts to acquire Securities were entered into on March
__, 1998 and are expected to settle on March __, 1998 (see Trust").
(2) The market value of each of the Securities is based on the closing sale
price of each listed Security on the applicable exchange, or if not so
listed, on the ask price on the day prior to the Initial Date of Deposit.
Estimated annual dividends are based on annualizing the most recently
declared dividends. The aggregate value of the Securities on the day prior
to the Initial Date of Deposit based on the closing sale price of each
listed Security, and on the bid price if not so listed, (which is the basis
on which the Redemption Price per Unit will be determined) was $_____. The
ask price of the applicable Securities (the basis on which the Public
Offering Price per Unit will be determined during the initial offering
period) is greater than the bid price of such Securities. Other information
regarding the Securities in the Trust, as of the Initial Date of Deposit, is
as follows:
PROFIT ESTIMATED
COST TO (LOSS) TO ANNUAL
SPONSOR SPONSOR DIVIDENDS
-------------- -------------- --------------
$ $ $
-------------------------------------------------
An affiliate of the Sponsor may have participated as issuer, sole
underwriter, managing underwriter or member of an underwriting syndicate in a
public offering of one or more of the stocks in the Trust. An affiliate of the
Sponsor may serve as a specialist in the stocks in the Trust on one or more
stock exchanges and may have a long or short position in any of these stocks or
in options on any of these stocks, and may be on the opposite side of public
orders executed on the floor of an exchange where such stocks are listed. An
officer, director or employee of the Sponsor or an affiliate may be an officer
or director of one or more of the issuers of the stocks in the Trust. An
affiliate of the Sponsor may trade for its own account as an odd-lot dealer,
market maker, block positioner and/or arbitrageur in any stocks or options
relating thereto. The Sponsor, its affiliates, directors, elected officers and
employee benefit programs may have either a long or short position in any stock
or option of the issuers.
No person is authorized to give any information or to make any representations
not contained in this Prospectus; and any information or representation not
contained herein must not be relied upon as having been authorized by the Fund
or the Sponsor. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy securities in any state to any person to whom it
is not lawful to make such offer in such state.
<PAGE>
- ---------------------------------------------------
TABLE OF CONTENTS
- ---------------------------------------------------
TITLE PAGE
Summary of Essential Financial
Information........................... 3
The Trust................................... 4
Objective and Securities Selection.......... 4
Trust Portfolio............................. 5
Risk Factors................................ 6
Federal Taxation............................ 9
Trust Operating Expenses.................... 12
Public Offering............................. 13
Rights of Unitholders....................... 16
Trust Administration........................ 20
Other Matters............................... 24
Report of Independent Certified
Public Accountants.................... 25
Statement of Condition ..................... 26
Portfolio................................... 27
Notes to Portfolio.......................... 28
- --------------
This Prospectus contains information concerning the Fund and the Sponsor, but
does not contain all of the information set forth in the registration statements
and exhibits relating thereto, which the Fund has filed with the Securities and
Exchange Commission, Washington, D.C., under the Securities Act of 1933 and the
Investment Company Act of 1940, and to which reference is hereby made.
PROSPECTUS
-------------------------------------------
MARCH __, 1998
VAN KAMPEN
AMERICAN CAPITAL
EQUITY OPPORTUNITY
TRUST, SERIES 92
REIT INCOME AND GROWTH
TRUST, SERIES 1
------ A Wealth of Knowledge o A Knowledge of Wealth(sm) ------
VAN KAMPEN AMERICAN CAPITAL
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
2800 Post Oak Boulevard
Houston, Texas 77056
Please retain this Prospectus for future reference.
<PAGE>
S-1
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents:
The facing sheet
The Cross-Reference Sheet
The Prospectus
The signatures
The consents of independent public accountants
and legal counsel
The following exhibits:
1.1 Proposed form of Trust Agreement (to be supplied by amendment).
3.1 Opinion and consent of counsel as to legality of securities being
registered (to be supplied by amendment).
3.2 Opinion and consent of counsel as to New York tax status of
securities being registered (to be supplied by amendment).
4.1 Consent of Interactive Data Corporation (to be supplied by
amendment).
4.2 Consent of Grant Thornton LLP (to be supplied by amendment).
EX-27 Financial Data Schedule (to be supplied by amendment).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Van Kampen American Capital Equity Opportunity Trust, Series 92 has
duly caused this Amendment No. 4 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of Chicago
and State of Illinois on the 5th day of March, 1998.
VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 92
(Registrant)
By VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS, INC.
(Depositor)
GINA COSTELLO______________________________________
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 4 to the Registration Statement has been signed below on March 5,
1998 by the following persons who constitute a majority of the Board of
Directors of Van Kampen American Capital Distributors, Inc.
SIGNATURE TITLE
Don G. Powell Chairman and Chief Executive )
Officer )
John H. Zimmerman President and Chief Operating )
Officer
Ronald A. Nyberg Executive Vice President and )
General Counsel
William R. Rybak Executive Vice President and )
Chief Financial Officer )
GINA COSTELLO
(Attorney-in-fact*)
- --------------------------------------------------------------------------------
*An executed copy of each of the related powers of attorney was filed
with the Securities and Exchange Commission in connection with the Registration
Statement on Form S-6 of Van Kampen American Capital Equity Opportunity Trust,
Series 64 (File No. 333-33087) Van Kampen American Capital Equity Opportunity
Trust, Series 87 (File No. 333-44581) and the same are hereby incorporated
herein by this reference.
