Rule 497(b)
Registration No. 333-14453
("QUILTS")
QUALIFIED UNIT INVESTMENT LIQUID TRUST SERIES
A Unit Investment Trust
Equity Strategic Ten, Series 3
Equity Strategic Five, Series 3
QUILTS consists of two separate unit investment trusts designated
QUILTS Equity Strategic Ten, Series 3 (the "Strategic Ten Trust") and QUILTS
Equity Strategic Five, Series 3 (the "Strategic Five Trust") (collectively, the
"Trusts"). The Sponsor of the Trusts is OCC Distributors (the "Sponsor"). The
objective of each Trust is to maximize total return through a combination of
capital appreciation and current dividend income. The Strategic Ten Trust seeks
to outperform the Dow Jones Industrial Average ("DJIA") by investing for a
period of approximately twelve (12) months in its ten highest dividend yielding
common stocks ("DJIA Strategic Ten") determined the day prior to the initial
Date of Deposit. The Strategic Five Trust seeks to outperform the DJIA by
investing for a period of approximately twelve (12) months in the five lowest
priced stocks of the DJIA's ten highest dividend yielding common stocks ("DJIA
Strategic Five") determined the day prior to the initial Date of Deposit. The
name "Dow Jones Industrial Average" is the property of Dow Jones & Company,
Inc., which is not affiliated with the Sponsor, has not participated in any way
in the creation of the Trusts or in the selection of the stocks included in
each Trust and has not reviewed or approved any information included in this
Prospectus. Dow Jones & Company, Inc. has not granted to the Trusts or the
Sponsor a license to use the Dow Jones Industrial Average. The value of the
Units of the Trusts will fluctuate with fluctuations in the value of the
underlying Securities in the portfolio of each Trust. Therefore, Unit Holders
who sell their Units prior to termination of the Trusts may receive more or
less than their original purchase price upon sale. No assurance can be given
that dividends will be paid or that the Units will appreciate in value. Units
of the Trusts may be suited for purchase by IRAs, self-employed retirement
plans (formerly Keogh Plans), pension, profit-sharing and other qualified
retirement plans. Investors considering participation in any such plan should
review specific tax laws and pending legislation related thereto and should
consult their attorneys or tax advisers with respect to the establishment and
maintenance of any such plan. (See "Retirement Plans" and "Tax Status" in Part
B of this Prospectus.) The minimum purchase is 1,000 Units for individual
purchases, and 250 Units for purchases by Individual Retirement Accounts,
self-employed retirement plans (formerly Keogh Plans), pension funds and other
tax-deferred retirement plans.
This Prospectus consists of two parts. Part A contains a Summary of
Essential Information for each Trust including descriptive material relating to
each Trust, the Statements of Condition of the Trusts and the Portfolio of each
Trust. Part B contains general information about Trusts. Part A may not be
distributed unless accompanied by Part B.
QUILTS are not a deposit or other obligation of, or guaranteed by, a
depository institution. QUILTS are not insured by the FDIC and are subject to
investment risks, including possible loss of the principal amount invested.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES CORPORATION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTUS PART A DATED OCTOBER 25, 1996
Please read and retain both parts of this Prospectus for future reference.
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QUILTS
Equity Strategic Ten, Series 3
SUMMARY OF ESSENTIAL INFORMATION AS OF OCTOBER 24, 1996 (The initial
Date of Deposit. The initial Date of Deposit is the date on which the
Trust Agreement was signed and the deposit of Securities with the
Trustee was made.)
<TABLE>
<S> <C>
Cash CUSIP#: 747938207 Evaluation Time: 4:00 P.M. New York time.
Reinvestment CUSIP#: 747938181 Minimum Purchase: 1,000 Units
Sponsor: OCC Distributors Minimum Principal Distribution: $1.00 per 1,000 Units.
Date of Deposit: October 24, 1996 Liquidation Period: From November 4, 1997 to the
Aggregate Value Mandatory Termination Date.
of Securities:.......................................$144,640 Minimum Value of Trust: The Trust may be terminated if the
Number of Units: (The number of Units will be value of the Trust is less than 40% of the aggregate of the
increased as the Sponsor deposits additional Securities at the completion of the Deposit period.
Securities into the Trust.)...........................148,960 Mandatory Termination Date: The earlier of December 4, 1997
Fractional Undivided Interest in Trust or the disposition of the last Security in the Trust.
per 1,000 Units:....................................1/148,960 Trustee: The Chase Manhattan Bank.
Public Offering Price: Trustee's Annual Fee and Estimated Expenses: $1.02 per
Aggregate Value of Securities 1,000 Units outstanding.
in Trust..........................................$144,640 Annual Supervisory Fee (Payable to an affiliate of the
Divided By 148,960 Units multiplied Sponsor): Maximum of $.25 per 1,000 Units outstanding
by 1,000.................................................$971 (see "Trust Expenses and Charges" in Part B).
Plus Sales Charge of 2.90% of Public Offering Estimated Organizational Expenses:(3)(4) $1.49 per 1,000 Units.
Price..................................................$29 Record Date: December 13, 1996.
Public Offering Price per 1,000 Units(1)...............$1,000 Dividend Payment Date: December 31, 1996.
Sponsor's Repurchase Price and Redemption Rollover Notification Date(5): October 24, 1997 or another date
Price per 1,000 Units:(2).............................$971 as determined by the Sponsor.
Excess of Public Offering Price Over
Sponsor's Repurchase and Redemption
Price per 1,000 Units: ...................................$29
</TABLE>
(1) On the Initial Date of Deposit there will be no cash in the Income or
Principal Accounts. Anyone purchasing Units after such date will have
included in the Public Offering Price a pro rata share of any cash in such
Accounts.
(2) Any redemptions of over 25,000 Units may, upon request of redeeming Unit
Holders to the Trustee, be made in kind. The Trustee will forward the
distributed securities to the Unit Holder's bank or broker-dealer account
at the Depository Trust Company in book-entry form. See "Liquidity -
Trustee Redemption" in Part B.
(3) Although historically the sponsors of unit investment trusts ("UITs") have
paid all the costs of establishing UITs, this Trust (and therefore the Unit
Holders) will bear all or a portion of its organizational costs. Such
organizational costs include: the cost of preparing and printing the
registration statement, the trust indenture and other closing documents;
and the initial audit of the Trust. Total organizational expenses will be
amortized over the life of the Trust. See "Trust Expenses and Changes" in
Part B.
(4) Assumes the Trust will reach a size of 10,000,000 Units as estimated by the
Sponsor; organizational expenses per 1,000 Units will vary with the actual
size of the Trust. If the Trust does not reach this Unit level, the
Estimated Organizational Expenses will be adversely affected.
(5) If a Unit Holder ("Rollover Unit Holder") so specifies prior to the
Rollover Notification Date, the Rollover Unit Holder's Units will be
redeemed in kind and the underlying distributed Securities will be sold by
the Sponsor, on behalf of the Trustee, during the Liquidation Period. The
proceeds will be reinvested as received in an available series of the
QUILTS Equity Strategic Ten, if offered (see "Trust Administration Trust
Termination").
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QUILTS
Equity Strategic Five, Series 3
SUMMARY OF ESSENTIAL INFORMATION AS OF OCTOBER 24, 1996 (The initial Date
of Deposit. The initial Date of Deposit is the date on which the Trust
Agreement was signed and the deposit of Securities with the Trustee was
made.)
<TABLE>
<S> <C>
Cash CUSIP#: 747938199 Evaluation Time: 4:00 P.M. New York time.
Reinvestment CUSIP #: 747938173 Minimum Purchase: 1,000 Units
Sponsor: OCC Distributors Minimum Principal Distribution: $1.00 per 1,000 Units.
Date of Deposit: October 24, 1996 Liquidation Period: From November 4, 1997 to the Mandatory
Aggregate Value Termination Date.
of Securities:......................................$144,844 Minimum Value of Trust: The Trust may be terminated if the
Number of Units: (The number of Units will be value of the Trust is less than 40% of the aggregate of the
increased as the Sponsor deposits additional Securities at the completion of the Deposit period.
Securities into the Trust.)..........................148,940 Mandatory Termination Date: The earlier of December 4, 1997
Fractional Undivided Interest in Trust or the disposition of the last Security in the Trust.
per 1,000 Units:...................................1/148,940 Trustee: The Chase Manhattan Bank.
Public Offering Price: Trustee's Annual Fee and Estimated Expenses: $1.02 per
Aggregate Value of Securities 1,000 Units outstanding.
in Trust.........................................$144,844 Annual Supervisory Fee (Payable to an affiliate of the
Divided By 148,940 Units multiplied Sponsor): Maximum of $.25 per 1,000 Units outstanding
by 1,000..........................................$972.50 (see "Trust Expenses and Charges" in Part B).
Plus Sales Charge of 2.75% of Public Offering Estimated Organizational Expenses:(3)(4) $1.49 per 1,000 Units.
Price..............................................$27.50 Record Date: December 13, 1996.
Public Offering Price per 1,000 Units(1)...........$1,000.00 Dividend Payment Date: December 31, 1996.
Sponsor's Repurchase Price and Redemption Rollover Notification Date(5): October 24, 1997 or another date
Price per 1,000 Units:(2).........................$972.50 as determined by the Sponsor.
Excess of Public Offering Price Over
Sponspor's Repurchase and Redemption
Price per 1,000 Units: ...............................$27.50
</TABLE>
(1) On the Initial Date of Deposit there will be no cash in the Income or
Principal Accounts. Anyone purchasing Units after such date will have
included in the Public Offering Price a pro rata share of any cash in such
Accounts.
(2) Any redemptions of over 25,000 Units may, upon request of redeeming Unit
Holders to the Trustee, be made in kind. The Trustee will forward the
distributed securities to the Unit Holder's bank or broker-dealer account
at the Depository Trust Company in book-entry form. See "Liquidity -
Trustee Redemption" in Part B.
(3) Although historically the sponsors of unit investment trusts ("UITs") have
paid all the costs of establishing UITs, this Trust (and therefore the Unit
Holders) will bear all or a portion of its organizational costs. Such
organizational costs include: the cost of preparing and printing the
registration statement, the trust indenture and other closing documents;
and the initial audit of the Trust. Total organizational expenses will be
amortized over the life of the Trust. See "Trust Expenses and Changes" in
Part B.
(4) Assumes the Trust will reach a size of 10,000,000 Units as estimated by the
Sponsor; organizational expenses per 1,000 Units will vary with the actual
size of the Trust. If the Trust does not reach this Unit level, the
Estimated Organizational Expenses will be adversely affected.
(5) If a Unit Holder ("Rollover Unit Holder") so specifies prior to the
Rollover Notification Date, the Rollover Unit Holder's Units will be
redeemed in kind and the underlying distributed Securities will be sold by
the Sponsor, on behalf of the Trustee, during the Liquidation Period. The
proceeds will be reinvested as received in an available series of the
QUILTS Equity Strategic Five, if offered (see "Trust Administration - Trust
Termination").
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QUALIFIED
UNIT INVESTMENT LIQUID TRUST SERIES
("QUILTS")
THE TRUSTS
The Trust consists of two separate unit investment trusts
designated QUILTS, Equity Strategic Ten, Series 3 ("Strategic Ten Trust") and
Equity Strategic Five, Series 3 ("Strategic Five Trust") (collectively, the
"Trusts"). The Trusts were created under the laws of the State of New York by a
Trust Indenture and Agreement (the "Trust Agreement"), dated the initial Date
of Deposit, between OCC Distributors, as sponsor (the "Sponsor") and The Chase
Manhattan Bank, as trustee (the "Trustee"). On the initial Date of Deposit, the
Sponsor deposited with the Trustee the underlying Securities including delivery
statements relating to contracts for the purchase of certain such Securities
(the "Securities") in the aggregate amount set forth in the "Summary of
Essential Information" for each Trust and cash or an irrevocable letter of
credit issued by a major commercial bank in the amount required for such
purchases. Thereafter, the Trustee, in exchange for the Securities so
deposited, delivered to the Sponsor a certificate evidencing the ownership of
all of the Units of the Trusts, which Units are being offered by this
Prospectus. (See "The Trust Organization" in Part B.) Each Trust will terminate
approximately one year after the initial Date of Deposit.
Objectives. The objective of each Trust is to maximize total
return through capital appreciation and current dividend income. The Strategic
Ten Trust will invest for twelve (12) months in approximately equal values of
the ten (10) common stocks in the Dow Jones Industrial Average ("DJIA") having
the highest dividend yield on the business day prior to the initial Date of
Deposit (the "DJIA Strategic Ten"). The Strategic Five Trust will invest for
twelve (12) months in approximately equal values of the five (5) common stocks
in the DJIA having the lowest per share stock price of the ten companies in the
DJIA having the highest dividend yield on the business day prior to the initial
Date of Deposit (the "DJIA Strategic Five"). As used herein, the term "highest
dividend yield" means the yield for each Security calculated by annualizing the
last quarterly or semi-annual ordinary dividend distributed on that Security
and dividing the result by the market value of that Security on the business
day prior to the initial Date of Deposit. This rate is historical, and there is
no assurance that any dividends will be declared or paid in the future on the
Securities in the Trusts. As used herein, the term "Securities" means the
common stocks initially deposited in each Trust and described under Portfolio
and any additional common stocks acquired and held by the Trust pursuant to the
provisions of the Indenture (see "The Trusts--Organization" and "Risk
Factors--Additional Securities" in Part B of this Prospectus). Further, the
Securities may appreciate or depreciate in value, dependent upon the full range
of economic and market influences affecting corporate profitability, the
financial condition of issuers and the prices of equity securities in general
and the Securities in particular. Therefore, there is no guarantee that the
objective of the Trusts will be achieved.
Portfolio Summary. General. The Trusts are comprised of those
Securities listed in each "Portfolio" in this Part A. The Strategic Ten Trust
contains an underlying portfolio of ten (10) common stocks issued by companies
engaged primarily in the following industries: Auto Manufacturing, 1 (10%);
Chemical Products, 1 (10%); Financial Services/Banking, 1 (10%); Forest
Products and Paper, 1 (10%); Machinery-Construction and Mining, 1 (10%);
Oil/Gas-International, 3 (30%); Telecommunication, 1(10%); and Tobacco/Food
Processing, 1 (10%). The Strategic Ten Trust is
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deemed to be concentrated in the Oil/Gas-International category.* See "Risk
Factors--Petroleum Refining Companies" in Part B of this Prospectus. The
Strategic Five Trust contains an underlying portfolio of five (5) common stocks
issued by companies engaged primarily in the following industries: Auto
Manufacturing, 1 (20%); Forest Products and Paper, 1 (20%); Machinery -
Construction and Mining, 1 (20%); Oil/Gas-International, 1 (20%); and
Telecommunication, 1(20%). Although there are certain risks of price volatility
associated with investment in common stocks (particularly with an investment in
one or two common stocks), the risk to investors is reduced because the Trusts'
capital is divided among ten stocks from eight different industry groups in the
case of the Strategic Ten Trust or among five stocks from five different
industry groups in the case of the Strategic Five Trust.
With the deposit of the Securities in the Trusts on the
initial Date of Deposit, the Sponsor established a proportionate relationship
among the aggregate value of the specified Securities in the portfolio of each
of the Trusts. During the 90 days subsequent to the initial Date of Deposit,
the Sponsor may, but is not obligated to, deposit from time to time additional
Securities in the Trusts ("Additional Securities"), contracts to purchase
Additional Securities or cash (or a bank letter of credit in lieu of cash) with
instructions to purchase Additional Securities, maintaining to the extent
practicable the original proportionate relationship of the number of shares of
each Security in the portfolio of each of the Trusts immediately prior to such
deposit, thereby creating additional Units which will be offered to the public
by means of this Prospectus. These additional Units will each represent, to the
extent practicable, an undivided interest in the same number and type of
securities of identical issuers as are represented by Units issued on the
initial Date of Deposit. It may not be possible to maintain the exact original
proportionate relationship among the number of shares of Securities in the
portfolio of each of the Trusts on the initial Date of Deposit with the deposit
of Additional Securities because of, among other reasons, purchase
requirements, changes in prices, or the unavailability of Securities. Deposits
of Additional Securities in the Trusts subsequent to the 90-day period
following the initial Date of Deposit must replicate exactly the proportionate
relationship among the shares of each Security in the portfolio of each of the
Trusts at the end of the initial 90-day period. The number and identity of
Securities in the Trusts will be adjusted to reflect the disposition of
Securities and/or the receipt of a stock dividend, a stock split or other
distribution with respect to such Securities. The portfolio of each of the
Trusts may change slightly based on such disposition. Securities received in
exchange for shares will be similarly treated. As additional Units are issued
by each Trust as a result of the deposit of Additional Securities, the
aggregate value of the Securities in the Trusts will be increased and the
fractional undivided interest in the Trusts represented by each Unit will be
decreased. As of the Date of Deposit, Units in each of the Trusts represent an
undivided interest in the principal and net income of the Trusts in the ratio
of one thousand Units for the indicated initial aggregate value of Securities
in each of the Trusts on the initial Date of Deposit as is set forth in the
Summary of Essential Information (see "The Trusts--Organization" in Part B)
(For the specific number of Units in each of the Trusts as of the initial Date
of Deposit, see "Summary of Essential Information" for each Trust in this Part
A).
The DJIA Strategic Ten. The yield for each security was
calculated by annualizing the last quarterly or semi-annual ordinary dividend
distributed and dividing the result by the market value of the Security one
business day prior to the initial Date of Deposit. This formula (an objective
determination) served as the basis for the Sponsor's selection of the DJIA
Strategic Ten. The companies represented in the Strategic Ten Trust are some of
the most well-known and highly capitalized companies in America. The Securities
were selected irrespective of any research recommendation by the Sponsor.
Investing in the stocks of the DJIA may be effective as well as
- --------
* A Trust is considered to be "concentrated" in a particular category or
issuer when the Securities in that category or of that issuer
constitute 25% or more of the aggregate face amount of the portfolio.
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conservative because regular dividends are common for established companies and
dividends have accounted for a substantial portion of the total return on
stocks of the DJIA as a group.
Although Equity Strategic Ten Portfolios were not available
until this year, during the last 20 years, the strategy of investing in
approximately equal values of the ten highest yielding stocks each year
generally would have yielded a higher total return than an investment in all 30
stocks which make up the DJIA. The following table shows the hypothetical
performance of investing approximately equal amounts in each of the DJIA
Strategic Ten (but not any QUILTS Equity Strategic Ten Series) at the beginning
of each year and rolling over the proceeds. They do not reflect sales charges,
commissions or taxes. These results represent past performance of the DJIA
Strategic Ten, and should not be considered indicative of future results of the
Trust. The DJIA Strategic Ten underperformed the DJIA in certain years. Also,
investors in the Trust may not realize as high a total return as on a direct
investment in the Strategic Ten since the Trust has sales charges and expenses
and may not be fully invested at all times. Unit prices fluctuate with the
value of the underlying stocks, and there is no assurance that dividends on
these stocks will be paid or that the Units will appreciate in value.
The following table compares the actual performance of the
DJIA and approximately equal values of the DJIA Strategic Ten in each of the
past 20 years, as of December 31 in each of these years:
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<TABLE>
<CAPTION>
COMPARISON OF DIVIDENDS, APPRECIATION AND TOTAL RETURN
DJIA Strategic Ten(1) Dow Jones Industrial Average (DJIA)
-------------------------------------------------------- ---------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Year Appreciation(2) Actual Dividend Yield (3) Total Return(4) Appreciation(2) Actual Dividend Yield (3) Total Return(4)
---- -------------- ------------------------ -------------- --------------- ------------------------- ---------------
1976 27.80% 7.10% 34.90% 17.86% 4.86% 22.72%
1977 -7.58 5.82 -1.76 -17.27 4.56 -12.71
1978 -6.95 7.04 0.09 -3.15 5.84 2.69
1979 4.58 8.39 12.97 4.19 6.33 10.52
1980 18.69 8.53 27.22 14.93 6.48 21.41
1981 -0.88 8.37 7.49 -9.23 5.83 -3.40
1982 17.81 8.23 26.04 19.60 6.19 25.79
1983 30.52 8.38 38.90 20.30 5.38 25.68
1984 -8.19 13.99 5.80 -3.76 4.82 1.06
1985 22.19 7.23 29.42 27.66 5.12 32.78
1986 23.97 10.82 34.79 22.58 4.33 26.91
1987 0.94 5.13 6.07 2.26 3.76 6.02
1988 15.92 8.72 24.64 11.85 4.10 15.95
1989 18.65 6.60 25.25 26.96 4.75 31.71
1990 -12.61 5.04 -7.57 -4.34 3.77 -0.57
1991 28.11 6.97 35.08 20.32 3.61 23.93
1992 -5.12 12.96 7.84 4.17 3.18 7.35
1993 16.81 10.11 26.92 13.72 3.02 16.74
1994 0.06 4.09 4.15 2.14 2.81 4.95
1995 24.18 12.43 36.61 33.45 3.04 36.49
</TABLE>
- ------------------------------
(1) The ten highest-yielding DJIA stocks. The DJIA Strategic Ten any given year
were selected by ranking the dividend yields for each of the stocks in the
DJIA as of the beginning of that year, based upon an annualization of the
last quarterly or semi-annual regular dividend distribution (which would
have been declared in the preceding year) divided by that stock's market
value on the first trading day on the New York Stock Exchange in that year.
(2) Appreciation for the DJIA Strategic Ten is calculated by subtracting the
market value of these stocks as of the first trading day on the New York
Stock Exchange in a given year from the market value of those stocks as the
last trading day in that year, and dividing the result by the market value
of the stocks as of the first trading day in that year. Appreciation for
the DJIA is calculated by subtracting the opening value of the DJIA as of
the first trading dy in each year from the closing value of the DJIA as of
the last trading day in that year, and dividing the result by the opening
value of the DJIA as of the first trading day in that year.
(3) Actual Dividend Yield for the DJIA Strategic Ten is calculated by adding
the total dividends received on the stocks in the year and dividing the
result by the market value of the stocks as of the first trading day in
that year. Actual Dividend Yield for the DJIA is calculated by taking the
total dividends credited to the DJIA and dividing the result by the opening
value of the DJIA as of the first trading day in that year.
(4) Total Return represents the sum of Appreciation and Actual Dividend Yield.
Total Return does not take into consideration any reinvestment of dividend
income.
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The DJIA Strategic Five. The yield for each security was
calculated by annualizing the last quarterly or semi-annual ordinary dividend
distributed and dividing the result by the market value of the Security one
business day prior to the initial Date of Deposit. This formula (an objective
determination) served as the basis for the Sponsor's selection of the DJIA
Strategic Five. The companies represented in the Trust are some of the most
well-known and highly capitalized companies in America. The Securities were
selected irrespective of any research recommendation by the Sponsor. Investing
in the stocks of the DJIA may be effective as well as conservative because
regular dividends are common for established companies and dividends have
accounted for a substantial portion of the total return on stocks of the DJIA
as a group.
Although Equity Strategic Five Portfolios were not available
until this year, during the last 20 years, the strategy of investing in
approximately equal values of the five lowest priced of the ten highest
yielding stocks each year generally would have yielded a higher total return
than an investment in all 30 stocks which make up the DJIA. The following table
shows the hypothetical performance of investing approximately equal amounts in
each of the DJIA Strategic Five (but not any QUILTS Equity Strategic Five
Series) at the beginning of each year and rolling over the proceeds. They do
not reflect sales charges, commissions or taxes. These results represent past
performance of the DJIA Strategic Five, and should not be considered indicative
of future results of the Trust. The DJIA Strategic Five underperformed the DJIA
in certain years. Also, investors in the Trust may not realize as high a total
return as on a direct investment in the DJIA Strategic Five since the Trust has
sales charges and expenses and may not be fully invested at all times. Unit
prices fluctuate with the value of the underlying stocks, and there is no
assurance that dividends on these stocks will be paid or that the Units will
appreciate in value.
The following table compares the actual performance of the
DJIA and approximately equal values of the DJIA Strategic Five in each of the
past 20 years, as of December 31 in each of these years:
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<TABLE>
<CAPTION>
COMPARISON OF DIVIDENDS, APPRECIATION AND TOTAL RETURN
DJIA Strategic Five(1) Dow Jones Industrial Average (DJIA)
-------------------------------------------------------- ---------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Year Appreciation(2) Actual Dividend Yield (3) Total Return(4) Appreciation(2) Actual Dividend Yield (3) Total Return(4)
---- -------------- ------------------------ -------------- -------------- ------------------------ ---------------
1976 33.35% 7.41% 40.76% 17.86% 4.86% 22.72%
1977 -0.39 6.04 5.65 -17.27 4.56 -12.71
1978 -5.39 7.16 1.23 -3.15 5.84 2.69
1979 1.80 8.10 9.90 4.19 6.33 10.52
1980 31.87 8.65 40.52 14.93 6.48 21.41
1981 -4.39 8.02 3.63 -9.23 5.83 -3.40
1982 34.58 7.30 41.88 19.60 6.19 25.79
1983 27.33 8.78 36.11 20.30 5.38 25.68
1984 3.77 7.11 10.88 -3.76 4.82 1.06
1985 30.24 7.60 37.84 27.66 5.12 32.78
1986 24.13 6.18 30.31 22.58 4.33 26.91
1987 6.23 4.83 11.06 2.26 3.76 6.02
1988 10.30 11.54 21.84 11.85 4.10 15.95
1989 13.49 4.35 17.84 26.96 4.75 31.71
1990 -20.60 5.33 -15.27 -4.34 3.77 -0.57
1991 56.41 5.38 61.79 20.32 3.61 23.93
1992 1.91 21.08 22.99 4.17 3.18 7.35
1993 18.02 15.83 33.85 13.72 3.02 16.74
1994 5.04 3.56 8.60 2.14 2.81 4.95
1995 10.70 19.72 30.42 33.45 3.04 36.49
</TABLE>
(1) The five lowest priced stocks of the ten highest-yielding DJIA stocks. The
DJIA Strategic Five for any given year were selected by ranking the
dividend yields for each of the stocks in the DJIA as of the beginning of
that year, based upon an annualization of the last quarterly or semi-annual
regular dividend distribution (which would have been declared in the
preceding year) divided by that stock's market value on the first trading
day on the New York Stock Exchange in that year.
(2) Appreciation for the DJIA Strategic Five is calculated by subtracting the
market value of these stocks as of the first trading day on the New York
Stock Exchange in a given year from the market value of those stocks as the
last trading day in that year, and dividing the result by the market value
of the stocks as of the first trading day in that year. Appreciation for
the DJIA is calculated by subtracting the opening value of the DJIA as of
the first trading dy in each year from the closing value of the DJIA as of
the last trading day in that year, and dividing the result by the opening
value of the DJIA as of the first trading day in that year.
(3) Actual Dividend Yield for the DJIA Strategic Five is calculated by adding
the total dividends received on the stocks in the year and dividing the
result by the market value of the stocks as of the first trading day in
that year. Actual Dividend Yield for the DJIA is calculated by taking the
total dividends credited to the DJIA and dividing the result by the opening
value of the DJIA as of the first trading day in that year.
(4) Total Return represents the sum of Appreciation and Actual Dividend Yield.
Total Return does not take into consideration any reinvestment of
dividend income.
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RISK FACTORS
An investment in Units of the Trusts should be made with an
understanding of the risks inherent in any investment in the Securities
including, for common stocks, the risk that the financial condition of the
issuers of the Securities may become impaired or that the general condition of
the stock market may worsen (both of which may contribute directly to a
decrease in the value of the Securities and thus in the value of the Units). An
investment in the Strategic Five Trust may subject a Unit Holder to greater
market risk due to the relative lack of diversity in its portfolio, which
contains five stocks, than the Strategic Ten Trust, which contains ten stocks
in its portfolio. The portfolios of the Trusts are fixed and not "managed" by
the Sponsor. All the Securities in the Trust are liquidated during a 30 day
period at the termination of the approximately one-year life of each of the
Trusts. Since the Trusts will not sell Securities in response to ordinary
market fluctuation, but only at the Trusts' termination or to meet redemptions,
the amount realized upon the sale of the Securities may not be the highest
price attained by an individual Security during the life of the Trusts. In
addition, the Strategic Ten Trust is considered to be "concentrated" in stocks
of companies deriving a substantial portion of their income from the petroleum
refining industry. Investment in this industry may pose additional risks
including the volatility of oil prices, the impact of oil cartels, political
uncertainty in the Middle East and increasing costs associated with
environmental damage caused by oil companies and compliance with environmental
regulations and legislation.
In connection with the deposit of Additional Securities subsequent to
the initial Date of Deposit, if cash (or a letter of credit in lieu of cash) is
deposited with instructions to purchase Securities, to the extent the price of
a Security increases or decreases between the deposit and the time the Security
is purchased, Units may represent less or more of that Security and more or
less of the other Securities in such Trust. In addition, brokerage fees
incurred in purchasing Securities with cash deposited with instructions to
purchase the Securities will be an expense of the Trusts. Price fluctuations
during the period from the time of deposit to the time the Securities are
purchased, and payment of brokerage fees, will affect the value of every Unit
Holder's Units and the income per Unit received by a Trust.
The Sponsor cannot give any assurance that the business and investment
objectives of the issuers of the Securities will correspond with or in any way
meet the limited term objective of the Trusts. (See "Risk Factors" in Part B of
this Prospectus).
PUBLIC OFFERING PRICE
The Public Offering Price of each Unit of the Trusts is equal to the
aggregate offering price of the Securities in each Trust divided by the number
of Units of each Trust outstanding, plus a sales charge of (a) 2.90% of the
Public Offering Price or 2.987% of the net amount invested in Securities per
1,000 Units of the Strategic Ten Trust and (b) 2.75% of the Public Offering
Price or 2.828% of the net amount invested in Securities per 1,000 Units of the
Strategic Five Trust (see "Summary of Essential Information"). Any cash held by
the Trusts will be added to the Public Offering Price. For additional
information regarding the Public Offering Price, the description of dividend
and principal distributions, repurchase and redemption of Units and other
essential information regarding the Trusts, see the "Summary of Essential
Information" for each Trust in this Part A. During the initial offering period
orders involving at least 25,000 Units or $25,000 will be entitled to a volume
discount from the Public Offering Price. The Public Offering Price per Unit may
vary on a daily basis in accordance with fluctuations in the aggregate value of
the underlying Securities. (See "Public Offering" in Part B.) The price of a
single Unit, or any multiple thereof, is calculated by dividing the Public
Offering Price per 1,000 Units by 1,000 and multiplying by the number of Units.
If the Units of each of the Trusts had been available for sale on October 24,
1996, the Public Offering Price per 1,000 Units would have been $1,000.00.
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DISTRIBUTIONS
Distributions of dividends received, less expenses, will be made by
each of the Trusts on the Distribution Dates to all Unit Holders of record on
the corresponding Record Dates. (See "Rights of Unit Holders -- Distributions"
in Part B. For the specific dates representing the Distribution Dates and the
Record Dates, see "Summary of Essential Information" for each Trust in Part A.)
The final distribution will be made within a reasonable time after the
termination of the Trusts. Unit Holders may elect to automatically reinvest
distributions (other than the final distribution in connection with the
termination of the Trusts), into additional Units of a Trust, which will not be
subject to a sales charge. See "Rights of Unit Holders - Reinvestment" in Part
B.
MARKET FOR UNITS
The Sponsor, although not obligated to do so, intends to maintain a
secondary market for the Units of the Trusts after the initial public offering
has been completed. The secondary market repurchase price will be based on the
market value of the Securities in the portfolio of each of the Trusts. (See
"Liquidity -- Sponsor Repurchase" for a description on how the secondary market
repurchase price will be determined.) If a market is not maintained a Unit
Holder will be able to redeem his or her Units with the Trustee (see Liquidity
- -- Trustee Redemption" in Part B). As a result, the existence of a liquid
trading market for these Securities may depend on whether dealers will make a
market in these Securities. There can be no assurance of the making or the
maintenance of a market for any of the Securities contained in the portfolio of
each of the Trusts or of the liquidity of the Securities in any markets made.
In addition, the Trusts may be restricted under the Investment Company Act of
1940, as amended, from selling Securities to the Sponsor. The price at which
the Securities may be sold to meet redemptions and the value of the Units will
be adversely affected if trading markets for the Securities are limited or
absent.
TERMINATION
During the 30 day period prior to the Mandatory Termination Date (the
"Liquidation Period"), Securities will begin to be sold in connection with the
termination of the Trusts and all Securities will be sold or distributed by the
Mandatory Termination Date. The Trustee may utilize the services of the Sponsor
for the sale of all or a portion of the Securities in the Trust. The Sponsor
may receive brokerage commissions from the Trusts in connection with such sales
in accordance with applicable law. The Sponsor will determine the manner,
timing and execution of the sales of the underlying Securities. Unit Holders
may elect one of the three options in receiving their terminating
distributions. Unit Holders may elect: (1) to receive their pro rata share of
the underlying Securities in kind, if they own at least 25,000 Units, (2) to
receive cash upon the liquidation of their pro rata share of the underlying
Securities, or (3) to invest the amount of cash they would have received upon
the liquidation of their pro rata share of the underlying Securities in units
of a future series of each of the Trusts (if one is offered) at a reduced sales
charge. See "Trust Administration--Trust Termination" in Part B for a
description of how to select a termination distribution option.
The Sponsor will attempt to sell the Securities as quickly as it can
during the Liquidation Period without, in its judgment, materially adversely
affecting the market price of the Securities, but all of the Securities will in
any event be disposed of by the end of the Liquidation Period. The Sponsor does
not anticipate that the period will be longer than 30 days, and it could be as
short as one day, depending on the liquidity of the Securities being sold. The
liquidity of any Security depends on the daily trading volume of the Security
and the amount that the Sponsor has available for sale on any particular day.
It is expected (but not required) that the Sponsor will generally
follow the following guidelines in selling the Securities: for highly liquid
Securities, the Sponsor will generally sell Securities on the first
A-11
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day of the Liquidation Period; for less liquid Securities, on each of the first
two days of the Liquidation Period, the Sponsor will generally sell any amount
of any underlying Securities at a price no less than 1/2 of one point under the
last closing sale price of those Securities. On each of the following two days,
the price limit will increase to one point under the last closing sale price.
After four days, the Sponsor intends to sell at least a fraction of the
remaining underlying Securities, the numerator of which is one and the
denominator of which is the total number of days remaining (including that day)
in the Liquidation Period, without any price restrictions.
During the Liquidation Period, Unit Holders who have not chosen to
receive distributions-in-kind will be at risk to the extent that Securities are
not sold; for this reason the Sponsor will be inclined to sell the Securities
in as short a period as they can without materially adversely affecting the
price of the Securities. Unit Holders should consult their own tax advisers in
this regard.
A-12
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INDEPENDENT AUDITORS' REPORT
The Sponsor, Trustee, and Unit Holders of
Qualified Unit Investment Liquid Trust Series ("QUILTS")
Equity Strategic Ten, Series 3 and
Equity Strategic Five, Series 3
We have audited the accompanying Statements of Condition and
Portfolios of Qualified Unit Investment Liquid Trust Series ("QUILTS"), Equity
Strategic Ten, Series 3 and Equity Strategic Five, Series 3 as of October 24,
1996. These statements are the responsibility of the Sponsor. Our
responsibility is to express an opinion on the Statements of Condition and
Portfolios 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 Statements of Condition and Portfolios
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Statements of
Condition and Portfolios. 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 that our
audit provides a reasonable basis for our opinion. The irrevocable letters of
credit deposited in connection with the securities owned as of October 24,
1996, pursuant to contracts to purchase, as shown in the Statements of
Condition and Portfolios, were confirmed to us by The Chase Manhattan Bank, the
Trustee.
In our opinion, the accompanying Statements of Condition and
Portfolios present fairly, in all material respects, the financial position of
Equity Strategic Ten, Series 3 and Equity Strategic Five, Series 3 as of
October 24, 1996 in conformity with generally accepted accounting principles.
BDO SEIDMAN, LLP
New York, New York
October 24, 1996
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<TABLE>
<CAPTION>
QUILTS
STATEMENTS OF CONDITION
AS OF DATE OF DEPOSIT, OCTOBER 24, 1996
TRUST PROPERTY
<S> <C> <C>
EQUITY EQUITY
STRATEGIC STRATEGIC
TEN, FIVE,
SERIES 3 SERIES 3
-------- --------
Investment in Securities--Sponsor's Contracts to Purchase
Underlying Securities Backed by Letter of Credit (1)................ $ 144,640 $ 144,844
Organizational Costs(2)................................................. 14,900 14,900
--------------- ----------------
Total................................................................... $ 159,540 $ 159,744
=============== ================
INTEREST OF UNIT HOLDERS
Liabilities:
Accrued Liability(2).................................................... $ 14,900 $ 14,900
Interest of Unit Holders-- Units of Fractional
Undivided Interest Outstanding
Cost to Unit Holders(3)............................................. $ 148,960 $ 148,940
Less-Gross Underwriting Commissions(4).............................. 4,320 4,096
--------------- ----------------
Net Amount Applicable to Unit Holders............................... 144,640 144,844
--------------- ----------------
Total............................................................... $ 159,540 $ 159,744
=============== ================
</TABLE>
(1) Aggregate cost to the Trusts of the Securities listed in the Portfolio
is determined by the Trustee on the basis set forth under "Public
Offering--Offering Price" as of 4:00 p.m. on October 24, 1996.
Irrevocable letters of credit issued by Credit Lyonnais in an amount in
excess of $289,484 have been deposited with the Trustee to cover the
purchase of the Securities pursuant to contracts to purchase such
Securities.
(2) Organizational costs incurred by the Trusts have been deferred and will
be amortized over the life of each of the Trusts. The Trusts will
reimburse the Sponsor for actual organizational costs incurred.
(3) Aggregate public offering price computed on 148,960 Units of Equity
Strategic Ten, Series 3 and on 148,940 Units of Equity Strategic Five,
Series 3 on the basis set forth under "Public Offering--Offering Price"
in Part B.
(4) Sales charge of 2.90% computed on 148,960 Units of Equity Strategic
Ten, Series 3 and 2.75% computed on 148,940 Units of Equity Strategic
Five, Series 3 on the basis set forth under "Public Offering Price" in
Part B.
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<TABLE>
<CAPTION>
QUILTS
Equity Strategic Ten, Series 3
PORTFOLIO
AS OF OCTOBER 24, 1996
<S> <C> <C> <C> <C> <C>
Percentage Market Cost of
Portfolio Number of Name of Issuer of Value Securities
No. Shares and Ticker Symbol (2) Trust (1) Per Share to Trust (3)
----- -------- --------------------- ----------- --------- ------------
1 400 AT&T Corporation - T 10.03% $36.250 $14,500
2 218 Chevron Corporation - CHV 10.02 66.500 14,497
3 154 E.I. du Pont De Nemours & 9.98 93.750 14,438
Company - DD
4 166 Exxon Corporation - XON 10.01 87.250 14,483
5 267 General Motors Corporation - 10.01 54.250 14,485
GM
6 339 International Paper Company 10.02 42.750 14,492
- IP
7 170 J.P. Morgan & Company, Inc. 9.99 85.000 14,450
- JPM
8 203 Minnesota Mining & 10.00 71.250 14,464
Manufacturing Company -
MMM
9 157 Phillip Morris Companies, Inc. 9.98 91.875 14,424
- MO
10 143 Texaco, Inc. - TX 9.96 100.750 14,407
Total 100.00% $144,640
========= ==========
</TABLE>
FOOTNOTES TO PORTFOLIO
(1) Based on the cost of the Securities to the Strategic Ten Trust.
(2) Forward contracts to purchase the Securities were entered into on October
24, 1996. All such contracts are expected to be settled on or about the
First Settlement Date of the Trust which is expected to be October 30,
1996.
(3) Evaluation of Securities by the Trustee was made on the basis of closing
sales prices at the Evaluation Time on the Initial Date of Deposit.
Additional information regarding the Strategic Ten Trust is as follows:
Sponsor's Profit/Loss
Sponsor's (Initial Date
Purchase Price of Deposit)
-------------- --------------------
$144,685 $(45)
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<TABLE>
<CAPTION>
QUILTS
Equity Strategic Five, Series 3
PORTFOLIO
AS OF OCTOBER 24, 1996
<S> <C> <C> <C> <C> <C>
Percentage Market Cost of
Portfolio Number of Name of Issuer (2) of Value Securities
No. Shares and Ticker Symbol Trust (1) Per Share to Trust (3)
--- -------- ----------------- ----------- --------- ------------
1 799 AT&T Corporation - T 20.00% $36.250 $28,964
2 435 Chevron Corporation - CHV 19.97 66.500 28,927
3 534 General Motors Corporation - GM 20.00 54.250 28,970
4 678 International Paper Company - IP 20.01 42.750 28,984
5 407 Minnesota Mining & 20.02 71.250 28,999
Manufacturing Company - MMM
Total 100.00% $144,844
============== ===================
</TABLE>
FOOTNOTES TO PORTFOLIO
(1) Based on the cost of the Securities to the Strategic Five Trust.
(2) Forward contracts to purchase the Securities were entered into on October
24, 1996. All such contracts are expected to be settled on or about the
First Settlement Date of the Trust which is expected to be October 30,
1996.
(3) Evaluation of Securities by the Trustee was made on the basis of closing
sales prices at the Evaluation Time on the Initial Date of Deposit.
Additional information regarding the Strategic Five Trust is as follows:
Sponsor's Profit/Loss
Sponsor's (Initial Date
Purchase Price of Deposit)
$144,901 $(57)
UNDERWRITING
OCC Distributors, Two World Financial Center, 225 Liberty
Street, New York, NY 10281-1698 will act as Underwriter for all of the Units of
the Trusts. The Underwriter will distribute the Units through various
broker-dealers, banks and/or other eligible participants (see "Public Offering
- - Distribution of Units" in Part B).
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PROSPECTUS PART B
Part B of this Prospectus may not be Distributed unless Accompanied by Part A
QUALIFIED UNIT INVESTMENT LIQUID TRUST SERIES ("QUILTS")
EQUITY STRATEGIC TEN, SERIES 3
EQUITY STRATEGIC FIVE, SERIES 3
THE TRUSTS
Organization. "QUILTS" is comprised of two separate "unit
investment trusts" designated as set forth above in Part A. The Trusts were
created under the laws of the State of New York pursuant to a Trust Indenture
and Agreement (the "Trust Agreement") dated the Date of Deposit between OCC
Distributors, as Sponsor, and The Chase Manhattan Bank, as Trustee.
The Portfolio of the Strategic Ten Trust contains the ten
(10) common stocks in the Dow Jones Industrial Average ("DJIA") (which is not
affiliated with the Sponsor) having the highest dividend yield on the business
day prior to the initial Date of Deposit (the "DJIA Strategic Ten"). The
Portfolio of the Strategic Five Trust contains the five (5) common stocks in
the DJIA having the lowest per share stock price of the ten companies in the
DJIA having the highest dividend yield on the business day prior to the initial
Date of Deposit (the "DJIA Strategic Five"). As used herein, the term "highest
dividend yield" means the yield for each Security calculated by annualizing the
last quarterly or semi-annual ordinary dividend distributed on that Security
and dividing the result by the market value of that Security on the business
day prior to the initial Date of Deposit. This rate is historical, and there is
no assurance that any dividends will be declared or paid in the future on the
Securities in the Trusts. As used herein, the term "Securities" means the
common stocks initially deposited in each of the Trusts and described under the
Portfolios and any additional common stocks acquired and held by a Trust
pursuant to the provisions of the Indenture.
On the initial Date of Deposit, the Sponsor deposited with
the Trustee the Securities with an aggregate value as set forth in Part A and
cash or an irrevocable letter of credit issued by a major commercial bank in
the amount required for such purchases. Thereafter the Trustee, in exchange for
the Securities so deposited, delivered to the Sponsor the Certificates
evidencing the ownership of all Units of the Trusts. The Sponsor may also, in
certain circumstances, direct the Trustee to dispose of certain Securities if
the Sponsor believes that, because of market or credit conditions, or for
certain other reasons, retention of the Security would be detrimental to Unit
Holders. (See "Trust Administration--Portfolio Supervision.")
As of the day prior to the initial Date of Deposit, a "Unit"
represents an undivided interest or pro rata share in the Securities of a Trust
in the ratio of one thousand Units for the indicated amount of the aggregate
market value of the Securities initially deposited in that Trust as is set
forth in the "Summary of Essential Information" for each of the Trusts. To the
extent that any Units are redeemed by the Trustee, the fractional undivided
interest or pro rata share in such Trust represented by each unredeemed Unit
will increase, although the actual interest in the Trust represented by such
fraction will remain unchanged. Units will remain outstanding until redeemed
upon tender to the Trustee by Unit Holders, which may include the Sponsor, or
until the termination of the Trust Agreement.
With the deposit of the Securities in the Trusts on the
initial Date of Deposit, the Sponsor established a proportionate relationship
among the initial aggregate value of specified Securities in each of the
Trusts. During the 90 days subsequent to the initial Date of Deposit, the
Sponsor may
C/M: 11205.0013 417587.1
<PAGE>
deposit additional Securities in the Trusts that are substantially similar to
the Securities already deposited in each of the Trusts ("Additional
Securities"), contracts to purchase Additional Securities or cash (or a bank
letter of credit in lieu of cash) with instructions to purchase Additional
Securities, in order to create additional Units, maintaining to the extent
practicable the original proportionate relationship of the number of shares of
each Security in the portfolio of each of the Trusts on the initial Date of
Deposit. These additional Units will each represent, to the extent practicable,
an undivided interest in the same number and type of securities of identical
issuers as are represented by Units issued on the initial Date of Deposit. It
may not be possible to maintain the exact original proportionate relationship
among the Securities deposited on the initial Date of Deposit because of, among
other reasons, purchase requirements, changes in prices, or unavailability of
Securities. The number and identity of Securities in the Trusts will be
adjusted to reflect the disposition of Securities and/or the receipt of a stock
dividend, a stock split or other distribution with respect to shares.
Securities received in exchange for shares will be similarly treated. The
portfolio of each of the Trusts may change slightly based on such transaction.
Units may be continuously offered to the public by means of this Prospectus
(see "Public Offering--Distribution of Units") resulting in a potential
increase in the number of Units outstanding. As additional Units are issued by
the Trusts as a result of the deposit of Additional Securities, the aggregate
value of the Securities in each of the Trusts will be increased and the
fractional undivided interest in each of the Trusts represented by each Unit
will be decreased.
Objectives. The objective of each of the Trusts is to
maximize total return through capital appreciation and current dividend income.
The Strategic Ten Trust will invest for one year in approximately equal values
of the ten (10) common stocks in the DJIA having the highest dividend yield one
business day prior to the initial Date of Deposit. The Strategic Five Trust
will invest for one year in approximately equal values of the five (5) common
stocks in the DJIA having the lowest per share stock price of the ten companies
in the DJIA having the highest dividend yield one business day prior to the
initial Date of Deposit. Investing in DJIA stocks with the highest dividend
yields may be effective in achieving the Trusts' investment objective because
regular dividends are common for established companies and dividends have
accounted for a substantial portion of the total return on DJIA stocks as a
group. Further, the Securities may appreciate or depreciate in value, dependent
upon the full range of economic and market influences affecting corporate
profitability, the financial condition of issuers and the prices of equity
securities in general and the Securities in particular. Investors should note
that each Trust's selection criteria were applied to the Securities one
business day prior to the initial Date of Deposit. Since the Sponsor may
deposit additional Securities in connection with the sale of additional Units,
the yields on these Securities may change subsequent to the initial Date of
Deposit. Therefore, there is no guarantee that the objective of either of the
Trusts will be achieved.
The DJIA Strategic Ten. The Strategic Ten Trust is a fixed
diversified portfolio of the ten common stocks in the Dow Jones Industrial
Average having the highest dividend yield one business day prior to the initial
Date of Deposit. The Strategic Ten Trust seeks a higher total return than the
DJIA by acquiring these ten established, widely held stocks one business day
before the Strategic Ten Trust is created, and holding them for approximately
one year. There can be no assurance that the dividend rates will be maintained.
Reduction or elimination of a dividend could adversely affect the stock price
as well. Purchasing a portfolio of these stocks as opposed to one or two can
achieve a more diversified holding. There is only one investment decision
instead of ten. An investment in the Strategic Ten Trust can be cost-efficient,
avoiding the odd-lot costs of buying small quantities of securities directly.
Investment in a number of companies with high dividends relative to their stock
prices (usually because their stock prices are depressed) is designed to
increase the Strategic Ten Trust's potential for higher returns. The Strategic
Ten Trust's return will consist of a combination of capital appreciation and
current dividend income. The Strategic Ten Trust will terminate in
approximately one year, when investors may choose to either receive the
distribution in kind (if they own at least 25,000 Units) in cash or reinvest in
the next QUILTS Equity Strategic Ten Series (if available) at a reduced sales
charge.
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The DJIA Strategic Five. The Strategic Five Trust is a fixed
diversified portfolio of the five common stocks in the Dow Jones Industrial
Average having the lowest per share stock price of the ten companies in the
DJIA having the highest dividend yield one business day prior to the initial
Date of Deposit. The Strategic Five Trust seeks a higher total return than the
DJIA by acquiring these five established, widely held stocks one business day
before the Strategic Five Trust is created, and holding them for approximately
one year. There can be no assurance that the dividend rates will be maintained.
Reduction or elimination of a dividend could adversely affect the stock price
as well. Purchasing a portfolio of these stocks as opposed to one or two can
achieve a more diversified holding. There is only one investment decision
instead of five. An investment in the Strategic Five Trust can be
cost-efficient, avoiding the odd-lot costs of buying small quantities of
securities directly. Investment in a number of companies with high dividends
relative to their stock prices (usually because their stock prices are
depressed) is designed to increase the Strategic Five Trust's potential for
higher returns. The Strategic Five Trust's return will consist of a combination
of capital appreciation and current dividend income. The Strategic Five Trust
will terminate in approximately one year, when investors may choose to either
receive the distribution in kind (if they own at least 25,000 Units) in cash or
reinvest in the next QUILTS Equity Strategic Five Series (if available) at a
reduced sales charge.
The Dow Jones Industrial Average. Each of the Securities has
been taken from the DJIA. The DJIA comprises 30 common stocks chosen by the
editors of The Wall Street Journal as representative of the broad market and of
American industry. The companies are major factors in their industries and
their stocks are widely held by individuals and institutional investors.
Changes in the components of the DJIA are made entirely by the editors of The
Wall Street Journal without consultation with the companies, the stock exchange
or any official agency. For the sake of continuity, changes are made rarely.
Most substitutions have been the result of mergers, but from time to time,
changes may be made to achieve a better representation. The components of the
DJIA may be changed at any time for any reason. Any changes in the components
of the DJIA after the date of this Prospectus will not cause a change in the
identity of the common stocks included in the Trusts Portfolios, including any
additional Securities deposited in the Trust.
The first DJIA, consisting of 12 stocks, was published in The
Wall Street Journal in 1896. The list grew to 20 stocks in 1916 and to 30
stocks on October 1, 1928. Taking into account a number of name changes, 9 of
the original companies are still in the DJIA today. For two periods of 17
consecutive years each, there were no changes to the list: March 14, 1939 -
July 1956 and June 1, 1959 - August 6, 1976.
List as of October 1, 1928 Current List
- -------------------------- ------------
Allied Chemical AT&T Corporation
American Can Allied Signal
American Smelting Aluminum Company of America
American Sugar American Express Company
American Tobacco Bethlehem Steel Corporation
Atlantic Refining Boeing Company
Bethlehem Steel Corporation Caterpillar Inc.
Chrysler Corporation Chevron Corporation
General Electric Company Coca-Cola Company
General Motors Corporation Walt Disney Company
General Railway Signal E.I. du Pont de Nemours & Company
Goodrich Eastman Kodak Company
International Harvester Exxon Corporation
International Nickel General Electric Company
Mack Trucks General Motors Corporation
Nash Motors Goodyear Tire & Rubber Company
B-3
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North American International Business Machines Corporation
Paramount Publix International Paper Company
Postum, Inc. J.P. Morgan & Company, Inc.
Radio Corporation of America (RCA) McDonald's Corporation
Sears, Roebuck & Company Merck & Company, Inc.
Standard Oil of New Jersey Minnesota Mining & Manufacturing Company
Texas Corporation Phillip Morris Companies, Inc.
Texas Gulf Sulphur Proctor & Gamble Company
Union Carbide Corporation Sears, Roebuck & Company
United States Steel Company Texaco, Inc.
Victor Talking Machine Union Carbide Corporation
Westinghouse Electric Corporation United Technologies Corporation
Woolworth Corporation Westinghouse Electric Corporation
Wright Aeronautical Woolworth Corporation
Portfolio. The Trusts consist of those Securities listed in
the "Portfolio" for each Trust in Part A (or contracts to purchase such
Securities together with an irrevocable letter or letters of credit for the
purchase of such contracts) and Additional Securities deposited upon the
creation of additional Units as set forth above and Substitute Securities
acquired by a Trust as long as such Securities may continue to be held from
time to time in the Trust together with uninvested cash realized from the
disposition of Securities. Because certain of the Securities from time to time
may be sold under certain circumstances, as described (see "Trust
Administration"), no assurance can be given that the Trusts will retain for any
length of time their present size and composition. The Trustee has not
participated and will not participate in the selection of Securities for the
Trusts, and neither the Sponsor nor the Trustee will be liable in any way for
any default, failure or defect in any Securities.
All of the Securities are publicly traded on the New York
Stock Exchange. The contracts to purchase Securities deposited initially in the
Trusts are expected to settle in three business days, in the ordinary manner
for such Securities. Settlement of the contracts for Securities is thus
expected to take place prior to the settlement of purchase of Units on the
initial Date of Deposit.
RISK FACTORS
Fixed Portfolio. The value of the Units will fluctuate
depending on all the factors that have an impact on the economy and the equity
markets. These factors similarly impact on the value of a Portfolio Security's
issuer and the ability of such an issuer to distribute dividends. The Trusts
are not a "managed registered investment company" and Securities will not be
sold by the Trustee as a result of ordinary market fluctuations. Unlike a
managed investment company in which there may be frequent changes in the
portfolio of securities based upon economic, financial and market analyses,
securities of a unit investment trust, such as the Trusts, are not subject to
such frequent changes based upon continuous analysis. However, the Sponsor may
direct the disposition by the Trustee of Securities upon the occurrence of
certain events. (See "Trust Administration--Portfolio Supervision" below.)
Potential investors also should be aware that the Sponsor may change its views
as to the investment merits of any of the Securities during the life of the
Trusts and therefore should consult their own financial advisers with regard to
a purchase of Units. In addition, investors should be aware that the Sponsor,
and its affiliates, currently act and will continue to act as investment
adviser for managed investment companies and managed private accounts that may
have similar or different investment objectives from the Trusts. Some of the
Securities in the Trusts may also be owned by these other clients of the
Sponsor and its affiliates. However, because these clients have "managed"
portfolios and may have differing investment objectives, the Sponsor may sell
certain Securities from those accounts in instances where a sale by the Trust
would be impermissible, such as to maximize return by taking
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advantage of market fluctuation. Investors should consult with their own
financial advisers prior to investing in either of the Trusts to determine its
suitability. (See "Trust Administration--Portfolio Supervision.") All the
Securities in each of the Trusts are liquidated or distributed during a 30-day
period at the termination of the approximately one-year life of the Trusts.
Since the Trusts will not sell Securities in response to ordinary market
fluctuation, but only at the termination of the Trusts or upon the occurrence
of certain events, the amount realized upon the sale of the Securities may not
be the highest price attained by an individual Security during the life of the
Trusts.
Additional Securities. Investors should be aware that in
connection with the creation of additional Units subsequent to the initial Date
of Deposit, the Sponsor may deposit Additional Securities, contracts to
purchase Additional Securities or cash (or letter of credit in lieu of cash)
with instructions to purchase Additional Securities, in each instance
maintaining the original proportionate relationship, subject to adjustment
under certain circumstances, of the numbers of shares of each Security in each
of the Trusts. To the extent the price of a Security increases or decreases
between the time cash is deposited with instructions to purchase the Security
at the time the cash is used to purchase the Security, Units may represent less
or more of that Security and more or less of the other Securities in the
Trusts. In addition, brokerage fees (if any) incurred in purchasing Securities
with cash deposited with instructions to purchase the Securities will be an
expense of the Trusts. Price fluctuations between the time of deposit and the
time the Securities are purchased, and payment of brokerage fees, will affect
the value of every Unit Holder's Units and the Income per Unit received by the
Trusts. In particular, Unit Holders who purchase Units during the initial
offering period would experience a dilution of their investment as a result of
any brokerage fees paid by the Trusts during subsequent deposits of Additional
Securities purchased with cash deposited. In order to minimize these effects,
the Trusts will try to purchase Securities as near as possible to the
Evaluation Time or at prices as close as possible to the prices used to
evaluate Trust Units at the Evaluation Time.
Common Stock. Since the Trusts contain common stocks of
domestic issuers, an investment in Units of either of the Trusts should be made
with an understanding of the risks inherent in any investment in common stocks
including the risk that the financial condition of the issuers of the
Securities may become impaired or that the general condition of the stock
market may worsen (both of which may contribute directly to a decrease in the
value of the Securities and thus in the value of the Units). Additional risks
include risks associated with the right to receive payments from the issuer
which is generally inferior to the rights of creditors of, or holders of debt
obligations or preferred stock issued by, the issuer. Holders of common stocks
have a right to receive dividends only when, if, and in the amounts declared by
the issuer's board of directors and to participate in amounts available for
distribution by the issuer only after all other claims on the issuer have been
paid or provided for. By contrast, holders of preferred stocks usually have the
right to receive dividends at a fixed rate when and as declared by the issuer's
board of directors, normally on a cumulative basis. Dividends on cumulative
preferred stock must be paid before any dividends are paid on common stock and
any cumulative preferred stock dividend which has been omitted is added to
future dividends payable to the holders of such cumulative preferred stock.
Preferred stocks are also usually entitled to rights on liquidation which are
senior to those of common stocks. For these reasons, preferred stocks generally
entail less risk than common stocks.
Moreover, common stocks do not represent an obligation of the
issuer and therefore do not offer any assurance of income or provide the degree
of protection of debt securities. The issuance of debt securities or even
preferred stock by an issuer will create prior claims for payment of principal,
interest and dividends which could adversely affect the ability and inclination
of the issuer to declare or pay dividends on its common stock or the economic
interest of holders of common stock with respect to assets of the issuer upon
liquidation or bankruptcy. Further, unlike debt securities which typically have
a stated principal amount payable at maturity (which value will be subject to
market fluctuations prior thereto), common stocks have neither a fixed
principal amount nor a maturity
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and have values which are subject to market fluctuations for as long as the
common stocks remain outstanding. Common stocks are especially susceptible to
general stock market movements and to volatile increases and decreases in value
as market confidence in and perceptions of the issuers change. These
perceptions are based on unpredictable factors including expectations regarding
government, economic, monetary and fiscal policies, inflation and interest
rates, economic expansion or contraction, and global or regional political,
economic or banking crises. The value of the common stocks in the Trusts thus
may be expected to fluctuate over the life of the Trusts to values higher or
lower than those prevailing on the initial Date of Deposit.
Petroleum Refining Companies. The Portfolio of the Strategic
Ten Trust may be considered to be concentrated in common stocks of companies
engaged in refining and marketing oil and related products. According to the
U.S. Department of Commerce, the factors which will most likely shape the
industry to 1996 and beyond include the price and availability of oil from the
Middle East, changes in United States environmental policies and the continued
decline in U.S. production of crude oil. Possible effects of these factors may
be increased U.S. and world dependence on oil from the Organization of
Petroleum Exporting Countries ("OPEC") and highly uncertain and potentially
more volatile oil prices and a higher rate of growth for natural gas production
than for other fuels. Factors which the Sponsor believes may increase the
profitability of oil and petroleum operations include increasing demand for oil
and petroleum products as a result of the continued increases in annual miles
driven and the improvement in refinery operating margins caused by increases in
average domestic refinery utilization rates. The existence of surplus crude oil
production capacity and the willingness to adjust production levels are the two
principal requirements for stable crude oil markets. Without excess capacity,
supply disruptions in some countries cannot be compensated for by others.
Surplus capacity in Saudi Arabia and a few other countries and the utilization
of that capacity during the Persian Gulf crisis prevented severe market
disruption. Although unused capacity can contribute to market stability, it
ordinarily creates pressure to overproduce and contributes to market
uncertainty. The likely restoration of a large portion of Kuwait and Iraq's
production and export capacity over the next few years could lead to such a
development in the absence of substantial growth in world oil demand. Formerly,
OPEC members attempted to exercise control over production levels in each
country through a system of mandatory production quotas. As a result of the
crisis in the Middle East, the mandatory system has since been replaced with a
voluntary system. Production under the new system has had to be curtailed on at
least one occasions as a result of weak prices, even in the absence of supplies
from Iraq. The pressure to deviate from mandatory quotas, if they are
reimposed, is likely to be substantial and could lead to a weakening of prices.
In the longer term, additional capacity and production will be required to
accommodate the expected increases in world oil demand and to compensate for
expected sharp drops in U.S. crude oil production and exports from the former
Soviet Union. Only a few OPEC countries, particularly Saudi Arabia, have the
petroleum reserves that will allow the required increase in production capacity
to be attained. Given the large-scale financing that is required, the prospect
that such expansion will occur soon enough to meet the increased demand is
uncertain.
Declining U.S. crude oil production will likely lead to
increased dependence on OPEC oil, putting refiners at risk of continued and
unpredictable supply disruptions. Increasing sensitivity to environmental
concerns will also pose serious challenges to the industry over the coming
decade. Refiners are likely to be required to make heavy capital investments
and make major production adjustments in order to comply with increasingly
stringent environmental legislation, such as the 1990 amendments to the Clean
Air Act. If the cost of these changes is substantial enough to cut deeply into
profit, smaller refiners may be forced out of the industry entirely. Moreover,
lower consumer demand due to increases in energy efficiency and conservation,
due to gasoline reformulations that call for less crude oil, due to warmer
winters or due to a general slowdown in economic growth in this country and
abroad, could negatively affect the price of oil and the profitability of oil
companies. Cheaper oil could also decrease demand for natural gas. No
assurance, however, can be given that the demand for or
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the price of oil will increase or that if either anticipated increase does take
place, it will not be marked by great volatility. Some oil companies may incur
large cleanup and litigation costs relating to oil spills and other
environmental damage. Oil production and refining operations are subject to
extensive federal, state and local environmental laws and regulations governing
air emissions and the disposal of hazardous materials. Increasingly stringent
environmental laws and regulations are expected to require companies with oil
production and refining operations to devote significant financial and
managerial resources to pollution control. General problems of the oil and
petroleum products industry include the ability of a few influential producers
significantly to affect production, the concomitant volatility of crude oil
prices and increasing public and governmental concern over air emissions, waste
product disposal, fuel quality and the environmental effects of fossil-fuel use
in general.
In addition, any future scientific advances concerning new
sources of energy and fuels or legislative changes relating to the energy
industry or the environment could have a negative impact on the petroleum
product or natural gas industry. While legislation has been enacted to
deregulate certain aspects of the oil industry, no assurances can be given that
new or additional regulations will not be adopted. Each of the problems
referred to could adversely affect the financial stability of the issuers of
any petroleum industry stocks in the Trusts.
Legislation. From time to time Congress considers proposals
to reduce the rate of the dividends-received deductions. Enactment into law of
a proposal to reduce the rate would adversely affect the after-tax return to
investors who can take advantage of the deduction. Unit Holders are urged to
consult their own tax advisers. Further, at any time after the Initial Date of
Deposit, legislation may be enacted, with respect to the Securities in the
Trusts or the issuers of the Securities. Changing approaches to regulation,
particularly with respect to the environment or with respect to the petroleum
industry, may have a negative impact on certain companies represented in the
Trusts. There can be no assurance that future legislation, regulation or
deregulation will not have a material adverse effect on the Trusts or will not
impair the ability of the issuers of the Securities to achieve their business
goals.
PUBLIC OFFERING
Offering Price. The Public Offering Price per 1,000 Units of
each of the Trusts is equal to the aggregate value of the underlying Securities
(the price at which they could be directly purchased by the public assuming
they were available) in each Trust divided by the number of Units outstanding
for that Trust times 1,000 plus a sales charge of (a) 2.90% of the Public
Offering Price or 2.987% of the net amount invested in Securities per 1,000
Units of the Strategic Ten Trust and (b) 2.75% of the Public Offering Price or
2.828% of the net amount invested in Securities per 1,000 Units of the
Strategic Five Trust. In addition, the net amount invested in Securities will
involve a proportionate share of amounts in the Income Account and Principal
Account, if any. The Public Offering Price can vary on a daily basis from the
amount stated in this Prospectus in accordance with fluctuations in the market
value of the Securities and the price to be paid by each investor will be
computed as of the date the Units are purchased.
The aggregate value of the Securities is determined in good
faith by the Trustee on each "Business Day" as defined in the Indenture in the
following manner: because the Securities are listed on a national securities
exchange, this evaluation is based on the closing sale prices on that exchange
as of the Evaluation Time (unless the Trustee deems these prices inappropriate
as a basis for valuation). If the Trustee deems these prices inappropriate as a
basis for evaluation, then the Trustee may utilize, at the Trusts' expense, an
independent evaluation service or services to ascertain the values of the
Securities. The independent evaluation service shall use any of the following
methods, or a combination thereof, which it deems appropriate: (a) on the basis
of current bid prices for comparable securities, (b) by appraising the value of
the Securities on the bid side of the market or by such other
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appraisal deemed appropriate by the Trustee, or (c) by any combination of the
above, each as of the Evaluation Time.
Volume and Other Discounts. Units of the Trusts are available
to Unit Holders at a volume discount ("Volume Discount") from the Public
Offering Price during the initial public offering. Volume Discount will result
in a reduction of the sales charge applicable to such purchases. Furthermore,
Volume Discount applies to the cumulative Units purchased by a Unit Holder
during a period of 60 days from the initial date of sale of the Units to such
Unit Holder. Units purchased by the same purchasers in separate transactions
during the 60-day period will be aggregated for purposes of determining if such
purchaser is entitled to a Volume Discount provided that such purchaser must
own at least the lesser of either (i) the required number of Units, or (ii) the
required dollar amount at the Public Offering Price, at the time such
determination is made. Units held in the name of the spouse of the purchaser or
in the name of a child of the purchaser under 21 years of age are deemed for
the purposes hereof to be registered in the name of the purchaser. Volume
Discount is also applicable to a trustee or other fiduciary purchasing
securities for a single trust estate or single fiduciary account. As a result
of such discounts, units are sold to dealers/agents at prices which represent a
concession as reflected below. The Sponsor reserves the right to change these
discounts from time to time. The amount of Volume Discount, the approximate
sales charge and the dealer concession applicable to such purchases are as
follows:
<TABLE>
<CAPTION>
Volume Discount
from Public Approximate Approximate
Number of Units Sales Offering per Reduced Dealer/Agent
or Dollar Amounts Charge Unit Sales Charge Concession
----------------- ------ ---------------- ------------- ------------
<S> <C> <C> <C> <C>
Strategic Ten Trust
Less than 25,000 2.90% 0% 2.90% 2.10%
25,000 but less than 50,000 2.90% .05% 2.85% 2.10%
50,000 but less than 100,000 2.90% .30% 2.60% 1.85%
100,000 but less than 250,000 2.90% .65% 2.25% 1.50%
250,000 and above* 2.90% .90% 2.00% 1.30%
Strategic Five Trust
Less than 25,000 2.75% 0% 2.75% 2.00%
25,000 but less than 50,000 2.75% .05% 2.70% 2.00%
50,000 but less than 100,000 2.75% .25% 2.50% 1.80%
100,000 but less than 250,000 2.75% .60% 2.15% 1.50%
250,000 and above* 2.75% .80% 1.95% 1.30%
</TABLE>
Units may be purchased in the primary or secondary market at
the Public Offering Price (for purchases which do not qualify for a volume
discount) less the concession the Sponsor typically allows to brokers and
dealers for purchases (see "Public Offering-Distribution of Units") by
investors who purchase Units through registered investment advisers, certified
financial planners and registered broker-dealers who in each case either charge
periodic fees for financial planning, investment advisory or asset management
service, or provide such services in connection with the establishment of an
investment account for which a comprehensive "wrap fee" charge is imposed.
Net Asset Value Purchases. No sales charge will be applied to
the following transactions: purchases by persons who for at least 90 days have
been directors, trustees, officers or full-time employees of any of (i) the
funds distributed by OCC Distributors, (ii) Op Cap Advisors and (iii) OCC
Distributors, or their affiliates, their immediate relatives or any trust,
pension, profit sharing
- --------
* For any transactions of 250,000 Units or more or over $250,000, the
Sponsor intends to negotiate the applicable sales charge and such charge
will be disclosed to any such purchaser.
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or other benefit plan for any of them; purchases by any account advised by
Oppenheimer Capital, the parent of Op Cap Advisors; and purchases by an
employee of a broker-dealer having a dealer or servicing agreement with OCC
Distributors and/or a participating member of the Oppenheimer Capital brokered
CD selling group or of a bank or financial intermediary currently offering
QUILTS to its customers.
Distribution of Units. During the initial offering period (i)
Units issued on the initial Date of Deposit and (ii) Additional Units issued
after such date in respect of additional deposits of Securities, will be
distributed by the Sponsor and dealers at the Public Offering Price. The
initial offering period in each case is thirty days unless extended by the
Sponsor for Units specified in (i) and (ii) in the preceding sentence. In
addition, Units may be distributed through dealers who are members of the
National Association of Securities Dealers, Inc. or other financial
intermediaries as permitted by law. Certain banks and thrifts will make Units
of the Trusts available to their customers on an agency basis. A portion of the
sale charge paid by their customers is retained by or remitted to the banks.
Under the Glass-Steagall Act, banks are prohibited from underwriting Units;
however, the Glass-Steagall Act does permit certain agency transactions and the
banking regulators have indicated that these particular agency transactions are
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.
The Sponsor intends to sell or qualify the Units of the
Trusts for sale in Connecticut, Florida, Georgia, Illinois, Maryland, New
Jersey, New York, North Carolina, Pennsylvania, Puerto Rico, South Carolina,
Tennessee, Texas, Virginia, West Virginia, the District of Columbia and
Wyoming. Additional states may be added from time to time.
From time to time the Sponsor may implement programs under
which dealers of a Trust may receive nominal awards from the Sponsor for each
of their registered representatives who have sold a minimum number of UIT Units
during a specified time period. In addition, at various times the Sponsor may
implement other programs under which the sales force of a dealer may be
eligible to win other nominal awards for certain sales efforts, or under which
the Sponsor will reallow to any such dealer that sponsors sales contests or
recognition programs conforming to criteria established by the Sponsor, or
participates in sales programs sponsored by the Sponsor, an amount not
exceeding the total applicable sales charges on the sales generated by such
person at the public offering price during such programs. Also, the Sponsor, in
its discretion, may from time to time, pursuant to objective criteria
established by the Sponsor, pay fees to qualifying dealers for certain services
or activities which are primarily intended to result in sales of Units of the
Trusts. Such payments are made by the Sponsor out of its own assets, and not
out of the assets of a Trust. These programs will not change the price Unit
holders pay for their Units or the amount that a Trust will receive from the
Units sold.
The Sponsor may provide additional concessions to its
affiliates in connection with the distribution of the Units. The Sponsor
reserves the right to change the dealers concession at any time. Such Units may
then be distributed to the public by the dealers at the Public Offering Price
then in effect. The Sponsor reserves the right to reject, in whole or in part,
any order for the purchase of Units. Also, the Sponsor in its discretion may
from time to time pursuant to objective criteria established by the Sponsor pay
fees to qualifying Underwriters, brokers, dealers, banks and/or others for
certain services or activities which are primarily intended to result in sales
of Units of the Trusts. Such payments are made by the Sponsor out of its own
assets and out of the assets of the Trusts. These programs will not change the
price Unit Holders pay for their Units or the amount that the Trusts will
receive from the Units sold.
Sponsor's Profits. The Sponsor will receive a gross
underwriting commission (although the net commission retained will be lower
because of the concession paid to dealers) equal to 2.90%
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of the Public Offering Price (2.987% of the net amount invested in the
Securities) for the Strategic Ten Trust and 2.75% of the Public Offering Price
per Unit (equivalent to 2.828% of the net amount invested in the Securities)
for the Strategic Five Trust. Additionally, the Sponsor may realize a profit on
the deposit of the Securities in the Trusts representing the difference between
the cost of the Securities to the Sponsor and the cost of the Securities to the
Trusts (see "Portfolio" in Part A). The Sponsor may realize profits or sustain
losses with respect to Securities deposited in the Trusts which were acquired
from underwriting syndicates of which it was a member.
The Sponsor may have participated as a sole underwriter or
manager, co-manager or member of underwriting syndicates from which some of the
aggregate principal amount of the Securities were acquired for the Trusts in
the amounts set forth in Part A.
During the initial offering period and thereafter to the
extent Additional Units continue to be issued and offered for sale to the
public the Sponsor may also realize profits or sustain losses as a result of
fluctuations after the initial Date of Deposit in the offering prices of the
Securities and hence in the Public Offering Price received by the Sponsor for
the Units. Cash, if any, made available to the Sponsor prior to settlement date
for the purchase of Units may be used in the Sponsor's business subject to the
limitations of 17 CFR 240.15c3-3 under the Securities Exchange Act of 1934, and
may be of benefit to the Sponsor.
Both upon acquisition of Securities and termination of the
Trusts, the Trustee may utilize the services of the Sponsor for the purchase or
sale of all or a portion of the Securities in the Trusts. The Sponsor may
receive brokerage commissions from the Trusts in connection with such purchases
and sales in accordance with applicable law.
In maintaining a market for the Units (see
"Liquidity--Sponsor Repurchase") the Sponsor will realize profits or sustain
losses in the amount of any difference between the price at which they buy
Units and the price at which they resell such Units.
Comparison of Public Offering Price, Sponsor's Repurchase
Price and Redemption Price. Although the Public Offering Price of Units of the
Trusts will be determined on the basis of the current offering prices of the
Securities in the Trusts, the value at which Units may be redeemed or sold in
the secondary market will be determined on the basis of the current bid prices
of such Securities. On the initial Date of Deposit, the Public Offering Price
of each of the Trusts exceeded the Redemption Price and the Sponsor's
Repurchase Price per Unit by the amounts shown under "Summary of Essential
Information" for each Trust in Part A of this Prospectus. For this reason,
among others (including fluctuations in the market prices of such Securities
and the fact that the Public Offering Price includes the applicable sales
charge), the amount realized by a Unit Holder upon any redemption or Sponsor
repurchase of Units may be less than the price paid for such Units. See
"Liquidity--Sponsor Repurchase."
RIGHTS OF UNIT HOLDERS
Book-Entry Units. Ownership of Units of the Trusts will not
be evidenced by certificates. All evidence of ownership of the Units will be
recorded in book-entry form either at Depository Trust Company ("DTC") through
an investor's broker's account or through registration of the Units on the
books of the Trustee. Units held through DTC will be deposited by the Sponsor
with DTC in the Sponsor's DTC account and registered in the nominee name CEDE &
CO. Individual purchases of beneficial ownership interest in the Trusts will be
made in book-entry form through DTC or the Trustee. Ownership and transfer of
Units will be evidenced and accomplished directly and indirectly by
book-entries made by DTC and its participants if the Units are evidenced at
DTC, or otherwise will be evidenced and accomplished by book-entries made by
the Trustee. DTC will record
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ownership and transfer of the Units among DTC participants and forward all
notices and credit all payments received in respect of the Units held by the
DTC participants. Beneficial owners of Units will receive written confirmation
of their purchase and sale from the broker-dealer or bank from whom their
purchase was made. Units are transferable by making a written request properly
accompanied by a written instrument or instruments of transfer which should be
sent registered or certified mail for the protection of the Unit Holder. Unit
Holders must sign such written request exactly as their names appear on the
record of the Trusts. Such signatures must be guaranteed by a commercial bank
or trust company, savings and loan association or by a member firm of a
national securities exchange.
Distributions. Dividends received by a Trust are credited by
the Trustee to an Income Account for that Trust. Other receipts, including the
proceeds of Securities disposed of, are credited to a Principal Account for the
Trust.
Distributions to each Unit Holder from the Income Account are
computed as of the close of business on each Record Date for the following
Distribution Date. Distributions from the Principal Account of the Trusts
(other than amounts representing failed contracts, as previously discussed)
will be computed as of each Record Date, and will be made to the Unit Holders
of the Trusts on or shortly after the Distribution Date. Proceeds representing
principal received from the disposition of any of the Securities between a
Record Date and a Distribution Date which are not used for redemptions of Units
will be held in the Principal Account and not distributed until the next
Distribution Date. Persons who purchase Units between a Record Date and a
Distribution Date will receive their first distribution on the Distribution
Date following the first Record Date on which they are a Unit Holder of record.
As of each Record Date the Trustee will deduct from the
Income Account of the Trusts, and, to the event funds are not sufficient
therein, from the Principal Account of the Trusts, amounts necessary to pay the
expenses of the Trusts (as determined on the basis set forth under "Trust
Expenses and Charges"). The Trustee also may withdraw from said accounts such
amounts, if any, as it deems necessary to establish a reserve for any
applicable taxes or other governmental charges that may be payable out of the
Trusts. Amounts so withdrawn shall not be considered a part of such Trust's
assets until such time as the Trustee shall return all or any part of such
amounts to the appropriate accounts. In addition, the Trustee may withdraw from
the Income and Principal Accounts such amounts as may be necessary to cover
redemptions of Units by the Trustee.
The dividend distribution per 1,000 Units cannot be estimated
and will change and may be reduced as Securities are redeemed, exchanged or
sold, or as expenses of the Trusts fluctuate. No distribution need be made from
the Principal Account until the balance therein is an amount sufficient to
distribute $1.00 per 1,000 Units.
Reinvestment. Income and principal distributions on Units
(other than the final distribution in connection with the termination of the
Trusts) may be reinvested by participating in a Trust's reinvestment plan.
Under the plan, the Units acquired for participants will be either Units
already held in inventory by the Sponsor or new Units created by the Sponsor's
deposit of Additional Securities as described in "The Trusts-Organization" in
this Part B. Units acquired by reinvestment will not be subject to a sales
charge. In order to enable a Unit Holder to participate in the reinvestment
plan with respect to a particular distribution on their Units, written
notification must be received by the Trustee within 10 days prior to the Record
Date for such distribution. Each subsequent distribution of income or principal
on the participant's Units will be automatically applied by the Trustee to
purchase additional Units of a Trust. The Sponsor reserves the right to demand,
modify or terminate the reinvestment plan at any time without prior notice. The
reinvestment plan for the Trusts may not be available in all states.
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Records. The Trustee shall furnish Unit Holders in connection
with each distribution a statement of the amount of dividends and interest, if
any, and the amount of other receipts, if any, which are being distributed,
expressed in each case as a dollar amount per 1,000 Units. Within a reasonable
time after the end of each calendar year the Trustee will furnish to each
person who at any time during the calendar year was a Unit Holder of record, a
statement showing (a) as to the Income Account: dividends, interest and other
cash amounts received, amounts paid for purchases of Substitute Securities and
redemptions of Units, if any, deductions for applicable taxes and fees and
expenses of the Trusts, 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 1,000 Units outstanding on the last
business day of such calendar year; (b) as to the Principal Account: the dates
of disposition of any Securities and the net proceeds received therefrom,
deductions for payments of applicable taxes and fees and expenses of the
Trusts, amounts paid for purchases of Substitute Securities and redemptions of
Units, if any, and the balance remaining after such distributions and
deductions, expressed both as a total dollar amount and as a dollar amount
representing the pro rata share of each 1,000 Units outstanding on the last
business day of such calendar year; (c) a list of the Securities held, a list
of Securities purchased, sold or otherwise disposed of during the calendar year
and the number of Units outstanding on the last business day of such calendar
year; (d) the Redemption Price per 1,000 Units based upon the last computation
thereof made during such calendar year; and (e) amounts actually distributed to
Unit Holders during such calendar year from the Income and Principal Accounts,
separately stated, of the Trusts, expressed both as total dollar amounts and as
dollar amounts representing the pro rata share of each 1,000 Units outstanding
on the last business day of such calendar year.
The Trustee shall keep available for inspection by Unit
Holders at all reasonable times during usual business hours, books of record
and account of its transactions as Trustee, including records of the names and
addresses of Unit Holders, Certificates issued or held, a current list of
Securities in the portfolio and a copy of the Trust Agreement.
Expenses and Charges.
Initial Expenses
All or a portion of the expenses incurred in creating and
establishing the Trusts, including the cost of the initial preparation and
execution of the Trust Agreement, the initial fees and expenses of the Trustee,
legal expenses and other actual out-of-pocket expenses, will be paid by the
Trusts and amortized over the life of the Trusts. All advertising and selling
expenses, as well as any organizational expenses not paid by the Trusts, will
be borne by the Sponsor at no cost to the Trusts.
Fees
The Sponsor will not charge the Trusts a fee for their
services as such. (See "Sponsor's Profits.")
The Sponsor will receive for portfolio supervisory services
to the Trusts an Annual Fee in the amount set forth under "Summary of Essential
Information" in Part A. The Sponsor's fee may exceed the actual cost of
providing portfolio supervisory services for the Trusts, but at no time will
the total amount received for portfolio supervisory services rendered to all
series in any calendar year exceed the aggregate cost to the Sponsor of
supplying such services in such year. (See "Portfolio Supervision.")
The Trustee will receive, for its ordinary recurring services
to the Trusts, an annual fee in the amount set forth under "Summary of
Essential Information" in Part A. For a discussion of the
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services performed by the Trustee pursuant to its obligations under the Trust
Agreement, see "Trust Administration" and "Rights of Unit Holders".
The Trustee's fees applicable to the Trusts are payable from
the Income Account of the Trusts to the extent funds are available and then
from the Principal Account. Both fees may be increased without approval of the
Unit Holders by amounts not exceeding proportionate increases in consumer
prices for services as measured by the United States Department of Labor's
Consumer Price Index entitled "All Services Less Rent."
Other Charges
The following additional charges are or may be incurred by
the Trusts: all expenses (including audit and counsel fees) of the Trustee
incurred and advances made in connection with its activities under the Trust
Agreement, including annual audit expenses of independent public accountants
selected by the Sponsor (so long as the Sponsor maintains a secondary market,
the Sponsor will bear any audit expense which exceeds 50 cents per 1,000
Units), the expenses and costs of any action undertaken by the Trustee to
protect the Trusts and the rights and interests of the Unit Holders; fees of
the Trustee for any extraordinary services performed under the Trust Agreement;
indemnification of the Trustee for any loss or liability accruing to it without
negligence, bad faith or willful misconduct on its part, arising out of or in
connection with its acceptance or administration of the Trusts; indemnification
of the Sponsor for any losses, liabilities and expenses incurred in acting as
sponsor of the Trusts without gross negligence, bad faith or willful misconduct
on its part; and all taxes and other governmental charges imposed upon the
Securities or any part of the Trusts (no such taxes or charges are being
levied, made or, to the knowledge of the Sponsor, contemplated). The above
expenses, including the Trustee's fees, when paid by or owing to the Trustee
are secured by a first lien on the Trust to which such expenses are charged. In
addition, the Trustee is empowered to sell the Securities in order to make
funds available to pay all expenses.
TAX STATUS
The following is a general discussion of certain of the
Federal income tax consequences of the purchase, ownership and disposition of
the Units. The summary is limited to investors who hold the Units as "capital
assets" (generally, property held for investment) within the meaning of Section
1221 of the Internal Revenue Code of 1986, as amended (the "Code"). Unit
Holders should consult their tax advisers in determining the Federal, state,
local and any other tax consequences of the purchase, ownership and disposition
of Units.
In rendering the opinion set forth below, Battle Fowler LLP
has examined the Agreement, the final form of Prospectus dated the date hereof
(the "Prospectus") and the documents referred to therein, among others, and has
relied on the validity of said documents and the accuracy and completeness of
the facts set forth therein.
In the opinion of Battle Fowler LLP, special counsel for the
Sponsor, under existing law:
1. Each Trust will be classified as a grantor trust
for Federal income tax purposes and not as a partnership or
association taxable as a corporation. Classification of a Trust as a
grantor trust will cause the Trust not to be subject to Federal income
tax, and will cause the Unit Holders of the Trust to be treated for
Federal income tax purposes as the owners of a pro rata portion of the
assets of the Trust. All income received by a Trust will be treated as
income of the Unit Holders in the manner set forth below.
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2. Each Trust is not subject to the New York State
Franchise Tax on Business Corporations or the New York City General
Corporation Tax. For a Unit Holder who is a New York resident,
however, a pro rata portion of all or part of the income of the Trust
will be treated as the income of the Unit Holder under the income tax
laws of the State and City of New York. Similar treatment may apply in
other states.
3. During the 90-day period subsequent to the
initial issuance date, the Sponsor reserves the right to deposit
additional Securities that are substantially similar to those
establishing the Trusts. This retained right falls within the
guidelines promulgated by the Internal Revenue Service ("IRS") and
should not affect the taxable status of the Trusts.
A taxable event will generally occur with respect to each
Unit Holder when the Trusts dispose of a Security (whether by sale, exchange or
redemption) or upon the sale, exchange or redemption of Units by such Unit
Holder. The price a Unit Holder pays for his Units, including sales charges, is
allocated among his pro rata portion of each Security held by the Trusts (in
proportion to the fair market values thereof on the date the Unit Holder
purchases his Units) in order to determine his initial cost for his pro rata
portion of each Security held by the Trusts.
For Federal income tax purposes, a Unit Holder's pro rata
portion of dividends paid with respect to a Security held by a Trust are
taxable as ordinary income to the extent of such corporation's current and
accumulated "earnings and profits" as defined by Section 316 of the Code. A
Unit Holder's pro rata portion of dividends paid on such Security that exceed
such current and accumulated earnings and profits will first reduce a Unit
Holder's tax basis in such Security, and to the extent that such dividends
exceed a Unit Holder's tax basis in such Security will generally be treated as
capital gain.
A distribution of Securities by the Trustee to a Unit Holder
(or to his agent, including the Sponsor) upon redemption of Units (or an
exchange of Units for Securities by the Unit Holder with the Sponsor) will not
be a taxable event to the Unit Holder or to other Unit Holders. The redeeming
or exchanging Unit Holder's basis for such Securities will be equal to his
basis for the same Securities (previously represented by his Units) prior to
such redemption or exchange, and his holding period for such Securities will
include the period during which he held his Units. A Unit Holder will have a
taxable gain or loss, which will be a capital gain or loss except in the case
of a dealer or a financial institution, when the Unit Holder (or his agent,
including the Sponsor) sells the Securities so received in redemption for cash,
when a redeeming or exchanging Unit Holder receives cash in lieu of fractional
shares, when the Unit Holder sells his Units for cash or when the Trustee sells
the Securities from the Trusts. However, to the extent a Rollover Unit Holder
invests his redemption proceeds in units of an available series of the QUILTS
Equity Strategic Ten or Equity Strategic Five (a "Rollover QUILTS"), such Unit
Holder generally will not be entitled to a deduction for any losses recognized
upon the disposition of any Securities to the extent that such Unit Holder is
considered the owner of substantially identical securities under the grantor
trust rules described above as applied to such Unit Holder's ownership of Units
in a Rollover QUILTS, if such substantially identical securities were acquired
within a period ending 30 days after such disposition. If a loss is incurred on
the disposition of a Security and, during the period beginning 30 days before
the disposition of such Security and ending 30 days after such date, the
taxpayer acquires, enters into a contract to acquire, or acquires an option to
acquire, substantially identical Securities, a tax loss is generally not
available.
A Unit Holder's portion of gain, if any, upon the sale,
exchange or redemption of Units or the disposition of Securities held by the
Trusts will generally be considered a capital gain and will be long-term if the
Unit Holder has held his Units for more than one year. Investors who acquire
Units after the date on which Units are initially sold will not qualify for
long-term capital gain treatment even though they hold Units until the Trust
terminates if Securities are sold on or before one year from the date on which
they acquired Units. Individuals who realize long-term capital gains may be
subject to
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a reduced tax rate on such gains. Such lower rate will be unavailable to those
non-corporate Unit Holders who, as of the Mandatory Termination Date (or
earlier termination of a Trust) have held their units for less than a year and
a day. Similarly, with respect to non-corporate Rollover Unit Holders, this
lower rate will be unavailable if, as of the beginning of the Liquidation
Period, such Rollover Unit Holders have held their shares for less than a year
and a day. The deduction of capital losses is subject to limitations. Tax rates
may increase prior to the time when Unit Holders may realize gains from the
sale, exchange or redemption of Units or Securities.
A Unit Holder's portion of loss, if any, upon the sale or
redemption of Units or the disposition of Securities held by a Trust will
generally be considered a capital loss and will be long-term if the Unit Holder
has held his Units for more than one year. Capital losses are deductible to the
extent of capital gains; in addition, up to $3,000 of capital losses of
non-corporate Unit Holders may be deducted against ordinary income.
Under Section 67 of the Code and the accompanying
Regulations, a Unit Holder who itemizes his deductions may also deduct his pro
rata share of the fees and expenses of the Trusts, but only to the extent that
such amounts, together with the Unit Holder's other miscellaneous deductions,
exceed 2% of his adjusted gross income. The deduction of fees and expenses may
also be limited by Section 68 of the Code, which reduces the amount of itemized
deductions that are allowed for individuals with incomes in excess of certain
thresholds.
After the end of each calendar year, the Trustee will furnish
to each Unit Holder an annual statement containing information relating to the
dividends received by the Trust on the Securities, the gross proceeds received
by the Trust from the disposition of any Security, and the fees and expenses
paid by the Trust. The Trustee will also furnish annual information returns to
each Unit Holder and to the Internal Revenue Service.
A corporation that owns Units will generally be entitled to a
70% dividends received deduction with respect to such Unit Holder's pro rata
portion of dividends received by the Trust from a domestic corporation under
Section 243 of the Code or from a qualifying foreign corporation under Section
245 of the Code (to the extent the dividends are taxable as ordinary income, as
discussed above) in the same manner as if such corporation directly owned the
Securities paying such dividends. However, a corporation owning Units should be
aware that Sections 246 and 246A of the Code impose additional limitations on
the eligibility of dividends for the 70% dividends received deduction. These
limitations include a requirement that stock (and therefore Units) must
generally be held at least 46 days (as determined under Section 246(c) of the
Code). Moreover, the allowable percentage of the deduction will be reduced from
70% if a corporate Unit Holder owns certain stock (or Units) the financing of
which is directly attributable to indebtedness incurred by such corporation.
Accordingly, Unit Holders should consult their tax adviser in this regard.
Recent legislative proposals, if enacted, would reduce the rate of the
dividends received deduction.
As discussed in the section "Trust Administration--Trust
Termination", each Unit Holder may have three options in receiving their
termination distributions, which are (i) to receive their pro rata share of the
underlying Securities in kind, (ii) to receive cash upon liquidation of their
pro rata share of the underlying Securities, or (iii) to invest the amount of
cash they would receive upon the liquidation of their pro rata share of the
underlying Securities in units of a future series of the Trusts (if one is
offered).
Entities that generally qualify for an exemption from Federal
income tax, such as many pension trusts, are nevertheless taxed under Section
511 of the Code on "unrelated business taxable income." Unrelated business
taxable income is income from a trade or business regularly carried on by the
tax-exempt entity that is unrelated to the entity's exempt purpose. Unrelated
business taxable
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income generally does not include dividend or interest income or gain from the
sale of investment property, unless such income is derived from property that
is debt-financed or is dealer property. A tax-exempt entity's dividend income
from a Trust and gain from the sale of Units in a Trust or the Trust's sale of
Securities is not expected to constitute unrelated business taxable income to
such tax-exempt entity unless the acquisition of the Unit itself is
debt-financed or constitutes dealer property in the hands of the tax-exempt
entity.
Before investing in a Trust, the trustee or investment
manager of an employee benefit plan (e.g., a pension or profit sharing
retirement plan) should consider among other things (a) whether the investment
is prudent under the Employee Retirement Income Security Act of 1974 ("ERISA"),
taking into account the needs of the plan and all of the facts and
circumstances of the investment in the Trust; (b) whether the investment
satisfies the diversification requirement of Section 404(a)(1)(C) of ERISA; and
(c) whether the assets of the Trust are deemed "plan assets" under ERISA and
the Department of Labor regulations regarding the definition of "plan assets."
Prospective tax-exempt investors are urged to consult their
own tax advisers prior to investing in either of the Trusts.
Retirement Plans
These Trusts may be well suited for purchase by Individual
Retirement Accounts ("IRAs"), Keogh plans, pension funds and other qualified
retirement plans, certain of which are briefly described below. Generally,
capital gains and income received in each of the foregoing plans are exempt
from Federal taxation. All distributions from such plans are generally treated
as ordinary income but may, in some cases, be eligible for special 5 or 10 year
averaging or tax-deferred rollover treatment. Unit Holders in IRAs, Keogh plans
and other tax-deferred retirement plans should consult their plan custodian as
to the appropriate treatment of distributions. Investors considering
participation in any of these plans should review specific tax laws related
thereto and should consult their attorneys or tax advisers with respect to the
establishment and maintenance of any of these plans. These plans are offered by
brokerage firms, including the Sponsor of the Trusts, and other financial
institutions. Fees and charges with respect to such plans may vary.
Retirement Plans for the Self-Employed--Keogh Plans. Units of
the Trusts may be purchased by retirement plans established for self-employed
individuals, partnerships or unincorporated companies ("Keogh plans").
Qualified individuals may generally make annual tax-deductible contributions up
to the lesser of 25% of annual compensation or $30,000 to Keogh plans. The
assets of the plan must be held in a qualified trust or other arrangement which
meets the requirements of the Code. Generally, there are penalties for
premature distributions from a plan before attainment of age 591/2, except in
the case of a participant's death or disability and certain other
circumstances. Keogh plan participants may also establish separate IRAs (see
below) to which they may contribute up to an additional $2,000 per year ($2,250
in a spousal account).
Individual Retirement Account--IRA. Any individual (including
one covered by an employer retirement plan) can establish an IRA or make use of
a qualified IRA arrangement set up by an employer or union for the purchase of
Units of the Trusts. Any individual can make a contribution in an IRA equal to
the lesser of $2,000 ($2,250 in a spousal account) or 100% of earned income;
such investment must be made in cash. However, the deductible amount an
individual may contribute will be reduced if the individual or the individual's
spouse (in the case of a married individual) participates in a qualified
retirement plan and the individual's adjusted gross income exceeds $25,000 (in
the case of a single individual or a married individual filing a separate
return not residing with such person's spouse) or $40,000 (in the case of
married individuals filing a joint return). Special rules apply in the case of
married individuals living together who file separate returns. Generally, there
are penalties for
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premature distributions from an IRA before the attainment of age 59 1/2, except
in the case of the participant's death or disability and certain other
circumstances.
Corporate Pension and Profit-Sharing Plans. A pension or
profit-sharing plan for employees of a corporation may purchase Units of the
Trusts.
Recent Legislation. As a result of the enactment of the Small
Business, Health Insurance and Welfare Reform Acts of 1996 (the "'96 Act"),
certain of the foregoing provisions have been amended.
Pertinent provisions of the '96 Act are described below:
Generally. Five year averaging will not apply to distributions after
December 31, 1999. Ten year averaging has been preserved in very limited
circumstances.
IRAs. Beginning January 1, 1997, a non-working spouse may be eligible
to establish an IRA and contribute up to $2,000, provided the combined income
of both spouses is at least equal to the amount contributed by both spouses to
IRAs.
SIMPLE Plans. The '96 Act provides for a new type of retirement plan,
a savings incentive match plan for employees (a "SIMPLE Plan"), which may be
adopted by certain employers that employ no more than 100 employees.
Participants in a SIMPLE Plan are permitted to contribute up to $6,000 to the
Plan on a pre-tax basis and the employer makes either matching contributions
not in excess of 3 percent of compensation or non-elective contributions equal
to 2 percent of compensation. SIMPLE Plans are subject to distribution rules
similar to IRAs, except there is a 25 percent early withdrawal penalty for
withdrawals made during the first 2 years of participation. Units of the Trust
may be purchased by SIMPLE Plans.
LIQUIDITY
Sponsor Repurchase. The Sponsor, although not obligated to do
so, currently intends to maintain a secondary market for the Units and
continuously to offer to repurchase the Units. The Sponsor's secondary market
repurchase price after the initial public offering is completed, will be based
on the aggregate value of the Securities in the portfolio of each of the Trusts
and will be the same as the redemption price. The aggregate value will be
determined by the Trustee on a daily basis after the initial public offering is
completed and computed on the basis set forth under "Liquidity--Trustee
Redemption." During the initial offering period, the Sponsor's repurchase price
will be based on the aggregate offering price of the Securities in the Trusts.
Unit Holders who wish to dispose of their Units should inquire of the Sponsor
as to current market prices prior to making a tender for redemption. The
Sponsor may discontinue repurchase of Units if the supply of Units exceeds
demand, or for other business reasons. The date of repurchase is deemed to be
the date on which Units are received in proper form by OCC Distributors, Two
World Financial Center, 225 Liberty Street, New York, NY 10081-1698. Units
received after 4 P.M., New York Time, will be deemed to have been repurchased
on the next business day. In the event a market is not maintained for the
Units, a Unit Holder may be able to dispose of Units only by tendering them to
the Trustee for redemption.
Units purchased by the Sponsor in the secondary market may be
reoffered for sale by the Sponsor at a price based on the aggregate offering
price of the Securities in each of the Trusts plus (a) a 2.90% sales charge
(2.987% of the net amount invested) for the Strategic Ten Trust and (b) a 2.75%
sales charge (2.828% of the net amount invested) for the Strategic Five Trust,
plus a pro rata portion of amounts, if any, in the Income Account. Any Units
that are purchased by the Sponsor in the secondary market also may be redeemed
by the Sponsor if it determines such redemption to be in its best interest.
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The Sponsor may, under certain circumstances, as a service to
Unit Holders, elect to purchase any Units tendered to the Trustee for
redemption (see "Liquidity--Trustee Redemption" in this Part B). Factors which
the Sponsor will consider in making a determination will include the number of
Units of the Trust which it has in inventory, its estimate of the salability
and the time required to sell such Units and general market conditions. For
example, if in order to meet redemptions of Units the Trustee must dispose of
Securities, and if such disposition cannot be made by the redemption date
(seven calendar days after tender), the Sponsor may elect to purchase such
Units. Such purchase shall be made by payment to the Unit Holder not later than
the close of business on the redemption date of an amount equal to the
Redemption Price on the date of tender.
Trustee Redemption. Units may also be tendered to the Trustee
for redemption at its unit investment trust office at 770 Broadway, New York,
New York 10003, upon proper delivery of such Units and payment of any relevant
tax. At the present time there are no specific taxes related to the redemption
of Units. No redemption fee will be charged by the Sponsor or the Trustee.
Units redeemed by the Trustee will be cancelled.
Within three business days following a tender for redemption,
the Unit Holder will be entitled to receive in cash an amount for each Unit
tendered equal to the Redemption Price per Unit computed as of the Evaluation
Time set forth under "Summary of Essential Information" for each Trust in Part
A on the date of tender. The "date of tender" is deemed to be the date on which
Units are received by the Trustee, except that with respect to Units received
after the close of trading on the New York Stock Exchange, the date of tender
is the next day on which such Exchange is open for trading, and such Units will
be deemed to have been tendered to the Trustee on such day for redemption at
the Redemption Price computed on that day.
A Unit Holder will receive his redemption proceeds in cash
and amounts paid on redemption shall be withdrawn from the Income Account, or,
if the balance therein is insufficient, from the Principal Account. All other
amounts paid on redemption shall be withdrawn from the Principal Account. The
Trustee is empowered to sell Securities in order to make funds available for
redemptions. Such sales, if required, could result in a sale of Securities by
the Trustee at a loss. To the extent Securities are sold, the size and
diversity of such Trust will be reduced. The Securities to be sold will be
selected by the Trustee in order to maintain, to the extent practicable, the
proportionate relationship among the number of shares of each of the Securities
in a Portfolio. Provision is made in the Indenture under which the Sponsor may,
but need not, specify minimum amounts in which blocks of Securities are to be
sold in order to obtain the best price for a Trust. While these minimum amounts
may vary from time to time in accordance with market conditions, the Sponsor
believes that the minimum amounts which would be specified would be
approximately 1,000 shares for readily marketable Securities.
The Redemption Price per Unit is the pro rata share of the
Unit in each Trust determined by the Trustee on the basis of (i) the cash on
hand in the Trust or moneys in the process of being collected, (ii) the value
of the Securities in the Trust as determined by the Trustee, less (a) amounts
representing taxes or other governmental charges payable out of the Trust, (b)
the accrued expenses of the Trust and (c) cash allocated for the distribution
to Unit Holders of record as of the business day prior to the evaluation being
made. The Trustee may determine the value of the Securities in each Trust in
the following manner: if the Securities are listed on a national securities
exchange or the NASDAQ national market system, this evaluation is generally
based on the closing sale prices on that exchange or that system (unless the
Trustee deems these prices inappropriate as a basis for valuation). If the
Securities are not so listed or, if so listed and the principal market therefor
is other than on the exchange, the evaluation shall generally be based on the
closing purchase price in the over-the-counter market (unless the Trustee deems
these prices inappropriate as a basis for evaluation) or if there is no such
closing purchase price, then the Trustee may utilize, at the Trust's expense,
an independent
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evaluation service or services to ascertain the values of the Securities. The
independent evaluation service shall use any of the following methods, or a
combination thereof, which it deems appropriate: (a) on the basis of current
bid prices for comparable securities, (b) by appraising the value of the
Securities on the bid side of the market or (c) by any combination of the
above.
Any Unit Holder tendering 25,000 Units or more of a Trust for
redemption may request by written notice submitted at the time of tender from
the Trustee in lieu of a cash redemption a distribution of shares of Securities
and cash in an amount and value equal to the Redemption Price Per Unit as
determined as of the evaluation next following tender. To the extent possible,
in kind distributions ("In Kind Distributions") shall be made by the Trustee
through the distribution of each of the Securities in book-entry form to the
account of the Unit Holder's bank or broker-dealer at The Depository Trust
Company. An In Kind Distribution will be reduced by customary transfer and
registration charges. The tendering Unit Holders will receive his pro rata
number of whole shares of each of the Securities comprising the portfolio and
cash from the Principal Accounts equal to the balance of the Redemption Price
to which the tendering Unit Holder is entitled. If funds in the Principal
Account are insufficient to cover the required cash distribution to the
tendering Unit Holder, the Trustee may sell Securities in the manner described
above.
The Trustee is irrevocably authorized in its discretion, if
the Sponsor does not elect to purchase a Unit tendered for redemption or if the
Sponsor tenders a Unit or Units for redemption, in lieu of redeeming such Unit,
to sell such Unit in the over-the-counter market for the account of the
tendering Unit Holder at prices which will return to the Unit Holder an amount
in cash, net after deducting brokerage commissions, transfer taxes and other
charges, equal to or in excess of the Redemption Price for such Unit. The
Trustee will pay the net proceeds of any such sale to the Unit Holder on the
day he would otherwise be entitled to receive payment of the Redemption Price.
The Trustee reserves the right to suspend the right of
redemption and to postpone the date of payment of the Redemption Price per Unit
for any period during which the New York Stock Exchange is closed, other than
customary weekend and holiday closings, or trading on that Exchange is
restricted or during which (as determined by the Securities and Exchange
Commission) an emergency exists as a result of which disposal or evaluation of
the Securities is not reasonably practicable, or for such other periods as the
Securities and Exchange Commission may by order permit. The Trustee and the
Sponsor are not liable to any person or in any way for any loss or damage which
may result from any such suspension or postponement.
A Unit Holder who wishes to dispose of his Units should
inquire of his bank or broker in order to determine if there is a current
secondary market price in excess of the Redemption Price.
TRUST ADMINISTRATION
Portfolio Supervision. Each Trust is a unit investment trust
and is not a managed fund. Traditional methods of investment management for a
managed fund typically involve frequent changes in a portfolio of securities on
the basis of economic, financial and market analyses. The Portfolios of each of
the Trusts, however, will not be managed and therefore the adverse financial
condition of an issuer will not necessarily require the sale of its Securities
from the Portfolio. Although the portfolios of the Trusts are regularly
reviewed, because of the formula employed in selecting the DJIA Strategic Ten
and DJIA Strategic Five, it is unlikely that the Trusts will sell any of the
Securities other than to satisfy redemptions of Units, or to cease buying
Additional Securities in connection with the issuance of additional Units.
Although the Sponsor may direct the disposition of Securities upon the
occurrence of the following events, it is unlikely that they will cause the
Trust to dispose of a Security or cease buying it:
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1. default in payment of amounts due on any of the
Securities;
2. institution of certain legal proceedings;
3. default under certain documents materially and
adversely affecting future declaration or payment of
amounts due or expected;
4. determination of the Sponsor that the tax treatment
of the Trust as a grantor trust would otherwise be
jeopardized; or
5. decline in price as a direct result of serious
adverse credit factors affecting the issuer of a
Security which, in the opinion of the Sponsor, would
make the retention of the Security detrimental to
the Trust or the Unit Holders.
Furthermore, the Trusts will likely continue to hold a Security and purchase
additional shares notwithstanding its ceasing to be included among the DJIA
Strategic Ten or the DJIA Strategic Five, or even its deletion from the DJIA.
If a default in the payment of amounts due on any Security
occurs and if the Sponsor fails to give immediate instructions to sell or hold
that Security, the Trust Agreement provides that the Trustee, within 30 days of
that failure by the Sponsor, may sell the Security.
The Trust Agreement provides that it is the responsibility of
the Sponsor to instruct the Trustee to reject any offer made by an issuer of
any of the Securities to issue new securities in exchange and substitution for
any Security pursuant to a recapitalization or reorganization, if any exchange
or substitution is effected notwithstanding such rejection, any securities or
other property received shall be promptly sold unless the Depositor directs
that it be retained.
Any property received by the Trustee after the initial Date
of Deposit as a distribution on any of the Securities in a form other than cash
or additional shares of the Securities received in a non-taxable stock dividend
or stock split, which shall be retained or disposed by the Trustee as provided
in the Trust Agreement. The proceeds of any disposition shall be credited to
the Income or Principal Account of the Trusts.
The Trust Agreement also authorizes the Sponsor to increase
the size and number of Units of the Trusts by the deposit of Additional
Securities, contracts to purchase Additional Securities or cash or a letter of
credit with instructions to purchase Additional Securities in exchange for the
corresponding number of additional Units within 90 days subsequent to the
initial Date of Deposit, provided that the original proportionate relationship
among the number of shares of each Security established on the initial Date of
Deposit is maintained to the extent practicable. Deposits of Additional
Securities in a Trust subsequent to the 90-day period following the initial
Date of Deposit must replicate exactly the proportionate relationship among the
shares of each Security in that Trust portfolio at the end of the initial
90-day period.
With respect to deposits of Additional Securities (or cash or
a letter of credit with instructions to purchase Additional Securities), in
connection with creating additional Units of the Trusts, the Sponsor may
specify the minimum numbers in which Additional Securities will be deposited or
purchased. If a deposit is not sufficient to acquire minimum amounts of each
Security, Additional Securities may be acquired in the order of the Security
most under-represented immediately before the deposit when compared to the
original proportionate relationship. If Securities of an issue originally
deposited are unavailable at the time of the subsequent deposit, the Sponsor
may (1) deposit cash or a letter of credit with instructions to purchase the
Security when it becomes available, or (2) deposit
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(or instruct the Trustee to purchase) either Securities of one or more other
issues originally deposited or a Substitute Security.
Trust Agreement and Amendment. The Trust Agreement may be
amended by the Trustee and the Sponsor without the consent of any of the Unit
Holders: (1) to cure any ambiguity or to correct or supplement any provision
which may be defective or inconsistent; (2) to change any provision thereof as
may be required by the Securities and Exchange Commission or any successor
governmental agency; or (3) to make such other provisions in regard to matters
arising thereunder as shall not adversely affect the interests of the Unit
Holders.
The Trust Agreement may also be amended in any respect, or
performance of any of the provisions thereof may be waived, with the consent of
the holders of Certificates evidencing 662/3% of the Units then outstanding for
the purpose of modifying the rights of Unit Holders; provided that no such
amendment or waiver shall reduce any Unit Holder's interest in the Trust
without his consent or reduce the percentage of Units required to consent to
any such amendment or waiver without the consent of the holders of all
Certificates. The Trust Agreement may not be amended, without the consent of
the holders of all Units in a Trust then outstanding, to increase the number of
Units issuable or to permit the acquisition of any Securities in addition to or
in substitution for those initially deposited in such Trust, except in
accordance with the provisions of the Trust Agreement. The Trustee shall
promptly notify Unit Holders, in writing, of the substance of any such
amendment.
Trust Termination. The Trust Agreement provides that the
Trusts shall terminate upon the maturity, redemption or other disposition, as
the case may be, of the last of the Securities held in such Trust but in no
event is it to continue beyond December 4, 1997. If the value of a Trust shall
be less than the minimum amount set forth under "Summary of Essential
Information" for that Trust in Part A, the Trustee may, in its discretion, and
shall, when so directed by the Sponsor, terminate the Trust. The Trusts may
also be terminated at any time with the consent of the holders of 100% of the
Units then outstanding. The Trustee may utilize the services of the Sponsor for
the sale of all or a portion of the Securities in the Trusts. The Sponsor may
receive brokerage commissions from the Trusts in connection with such sales in
accordance with applicable law. In the event of termination, written notice
thereof will be sent by the Trustee to all Unit Holders. Such notice will
provide Unit Holders with three options by which to receive their pro rata
share of the net asset value of the Trust.
1. A Unit Holder who owns at least 25,000 Units and
whose interest in a Trust would entitle him to receive at least one
share of each Security, and who so elects by notifying the Trustee
prior to the commencement of the Liquidation Period by returning a
properly completed election request (to be supplied to Unit Holders at
least 20 days prior to such date) (see Part A - "Summary of Essential
Information" for the date of the commencement of the Liquidation
Period), and whose interest in the Trust entitles him to receive at
least one share of each underlying Security, will have his Units
redeemed on commencement of the Liquidation Period by distribution of
the Unit Holder's pro rata share of the net asset value of the Trust
on such date distributed in kind to the extent represented by whole
shares of underlying Securities and the balance in cash within three
business days next following the commencement of the Liquidation
Period. Unit Holders subsequently selling such distributed Securities
will incur brokerage costs when disposing of such Securities. Unit
Holders should consult their own tax adviser in this regard.
A Unit Holder may also elect prior to the commencement of the
Liquidation Period by so specifying in a properly completed election
request, the following two options with regard to the termination
distribution of such Unit Holder's interest in the Trust as set forth
below.
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2. To receive in cash such Unit Holder's pro rata
share of the net asset value of the Trust derived from the sale by the
Sponsor as the agent of the Trustee of the underlying Securities over
a period not to exceed 30 days immediately following the commencement
of the Liquidation Period. The Unit Holder's Redemption Price per Unit
on the settlement date of the last trade of a Security in the Trust
will be distributed to such Unit Holder within three business days of
the settlement of the trade of the last Security to be sold; and/or
3. To invest such Unit Holder's pro rata share of
the net asset value of a Trust derived from the sale by the Sponsor as
agent of the Trustee of the underlying Securities over a period not to
exceed 30 days immediately following the commencement of the
Liquidation Period, in units of an available series of QUILTS Equity
Strategic Ten or Equity Strategic Five, as the case may be ("Rollover
QUILTS"), provided one is offered. It is expected that a special
redemption and liquidation will be made of all Units of this Trust
held by Unit Holder (a "Rollover Unit Holder") who affirmatively
notifies the Trustee in writing by the Rollover Notification Date set
forth in the "Summary of Essential Information" for each Trust in Part
A. The availability of this option does not constitute a solicitation
of an offer to purchase Units of a Rollover QUILTS or any other
security. A Unit Holder's election to participate in this option will
be treated as an indication of interest only. A Rollover Unit Holder's
Units will be redeemed in kind and the Securities disposed of over the
Liquidation Period. As long as the Unit Holder confirms his interest
in purchasing units of the Rollover QUILTS and units are available,
the proceeds of the sales (net of brokerage commissions, governmental
charges and any other selling expenses) will be reinvested in units of
the Rollover QUILTS at their net asset value plus the applicable sales
charge. Such purchaser may be entitled to a reduced sales load of
approximately 1.95% of the Public Offering Price upon the purchase of
units of the Rollover QUILTS. It is expected that the terms of the
Rollover QUILTS will be substantially the same as the terms of the
Trusts described in this Prospectus, and that a similar procedure for
redemption, liquidation and investment in a subsequent QUILTS Equity
Strategic Ten or Equity Strategic Five series will be available for
each new Trust approximately one year after the creation of that
Trust. At any time prior to the purchase by the Unit Holder of units
of a Rollover QUILTS such Unit Holder may change his investment
strategy and receive, in cash, the proceeds of the sale of the
Securities. An election of this option will not prevent the Unit
Holder from recognizing taxable capital gain or loss (except in the
case of a loss, if and to the extent the Rollover QUILTS is treated as
substantially identical to the Trust) as a result of the liquidation,
even though no cash will be distributed to pay taxes. Unit Holders
should consult their own tax advisers in this regard. (See "Tax
Status".)
The Sponsor has agreed to effect the sales of underlying
securities for the Trustee in the case of the second and third options over a
period not to exceed 30 days immediately following the commencement of the
Liquidation Period. The Sponsor, on behalf of the Trustee, will sell the
distributed Securities as quickly as practicable, unless prevented by unusual
and unforeseen circumstances, such as, among other reasons, a suspension in
trading of a Security, the close of a stock exchange, outbreak of hostilities
and collapse of the economy. The Redemption Price Per Unit upon the settlement
of the last sale of Securities during the Liquidation Period will be
distributed to Unit Holders in redemption of such Unit Holders' interest in the
Trust.
Depending on the amount of proceeds to be invested in Units
of Rollover QUILTS and the amount of other orders for Units in Rollover QUILTS,
the Sponsor may purchase a large amount of securities for Rollover QUILTS in a
short period of time. The Sponsor's buying of securities may tend to raise the
market prices of these securities. The actual market impact of the Sponsor's
purchases, however, is currently unpredictable because the actual amount of
securities to be purchased and the supply and price of those securities is
unknown. A similar problem may occur in connection with the sale of Securities
during the Liquidation Period; depending on the number of sales required, the
prices
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of and demand for Securities, such sales may tend to depress the market prices
and thus reduce the proceeds of such sales. The Sponsor believes that the sale
of underlying Securities over a 30-day period as described above is in the best
interest of a Unit Holder and may mitigate the negative market price
consequences stemming from the trading of large amounts of Securities. The
Securities may be sold in fewer than 30 days if, in the Sponsor's judgment,
such sales are in the best interest of Unit Holders. The Sponsor, in
implementing such sales of securities on behalf of the Trustee, will seek to
maximize the sales proceeds and will act in the best interests of the Unit
Holders. There can be no assurance, however, that any adverse price
consequences of heavy trading will be mitigated.
Unit Holders who do not make any election will be deemed to
have elected to receive the Redemption Price per Unit in cash (option number
2).
The Sponsor may for any reason, in its sole discretion,
decide not to sponsor any subsequent series of the Trusts, without penalty or
incurring liability to any Unit Holder. If the Sponsor so decides, the Sponsor
will notify the Trustee of that decision, and the Trustee will notify the Unit
Holders prior to the commencement of the Liquidation Period. All Unit Holders
will then elect either option 1, if eligible, or option 2.
The Sponsor reserves the right to modify, suspend or
terminate the reinvestment privilege at any time.
Investors should be aware that the staff of the Division of
Investment Management of the Securities and Exchange Commission ("SEC") is of
the view that the rollover described in option 3 above would constitute an
"exchange offer" for the purposes of Section 11(c) of the Investment Company
Act of 1940, and would therefore be prohibited absent an exemptive order. The
Sponsor has received an exemptive order under Section 11(c) which it believes
permits it to offer the rollover option, but no assurance can be given that the
SEC will concur with the Sponsor's position and additional regulatory approvals
may be required.
The Sponsor. Effective as of November 28, 1995 the Sponsor,
Quest for Value Distributors, changed its name to OCC Distributors. The Sponsor
is a majority-owned subsidiary of Oppenheimer Capital. Since 1969, Oppenheimer
Capital has managed assets for many of the nation's largest pension plan
clients. Today, the firm has over $40 billion under management from separate
accounts and money market funds. The Quest for Value organization was created
in 1988 to introduce mutual funds designed to help individual investors achieve
their financial goals. OCC Distributors is committed to retirement planning and
services geared to the long term investment goals of the individual investor.
The Sponsor, a Delaware general partnership, is engaged in the mutual fund
distribution business. It is a member of the National Association of Securities
Dealers, Inc.
The information included herein is only for the purpose of
informing investors as to the financial responsibility of the Sponsor and its
ability to carry out its contractual obligations.
The Sponsor is liable for the performance of its obligations
arising from its responsibilities under the Trust Agreement, but will be under
no liability to Unit Holders for taking any action, or refraining from taking
any action, in good faith pursuant to the Trust Agreement, or for errors in
judgment except in cases of its own willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties.
The Sponsor may resign at any time by delivering to the
Trustee an instrument of resignation executed by the Sponsor. If at any time
the Sponsor shall resign or fail to perform any of its duties under the Trust
Agreement or becomes incapable of acting or becomes bankrupt or its affairs are
taken over by public authorities, then the Trustee may either (a) appoint a
successor Sponsor;
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(b) terminate the Trust Agreement and liquidate the Trusts; or (c) continue to
act as Trustee without terminating the Trust Agreement. Any successor sponsor
appointed by the Trustee shall be satisfactory to the Trustee and, at the time
of appointment, shall have a net worth of at least $1,000,000.
The Trustee. The Trustee is The Chase Manhattan Bank, with
its principal executive office located at 270 Park Avenue, New York, New York
10017 and its unit investment trust office at 770 Broadway, New York, New York
10003 (800) 428-8890. Effective on or after November 15, 1996, the address of
the Trustee's unit investment trust office will be 4 New York Plaza, New York,
New York 10004. The customer service number will not change. The Trustee is
subject to the supervision by the Superintendent of Banks of the State of New
York, the Federal Deposit Insurance Corporation and the Board of Governors of
the Federal Reserve System.
The Trustee shall not be liable or responsible in any way for
taking any action, or for refraining from taking any action, in good faith
pursuant to the Trust Agreement, or for errors in judgment; or for an
disposition of any moneys, Securities or Certificates in accordance with the
Trust Agreement, except in case of its own willful misfeasance, bad faith,
negligence or reckless disregard of its obligations and duties. In addition,
the Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Securities or the Trusts which it may be
required to pay under current or future law of the United States or any other
taxing authority having jurisdiction. The Trustee shall not be liable for
depreciation or loss incurred by reason of the sale by the Trustee of any of
the Securities pursuant to the Trust Agreement.
For further information relating to the responsibilities of
the Trustee under the Trust Agreement, reference is made to the material set
forth under "Rights of Unit Holders."
The Trustee may resign by executing an instrument in writing
and filing the same with the Sponsor, and mailing a copy of a notice of
resignation to all Unit Holders. In such an event the Sponsor is obligated to
appoint a successor Trustee as soon as possible. In addition, if the Trustee
becomes incapable of acting or becomes bankrupt or its affairs are taken over
by public authorities, the Sponsor may remove the Trustee and appoint a
successor as provided in the Trust Agreement. Notice of such removal and
appointment shall be mailed to each Unit Holder by the Sponsor. If upon
resignation of the Trustee no successor has been appointed and has accepted the
appointment within thirty days after notification, the retiring Trustee may
apply to a court of competent jurisdiction for the appointment of a successor.
The resignation or removal of the Trustee becomes effective only when the
successor Trustee accepts its appointment as such or when a court of competent
jurisdiction appoints a successor Trustee. Upon execution of a written
acceptance of such appointment by such successor Trustee, all the rights,
powers, duties and obligations of the original Trustee shall vest in the
successor.
Any corporation into which the Trustee may be merged or with
which it may be consolidated, or an corporation resulting from any merger or
consolidation to which the Trustee shall be a party, shall be the successor
Trustee. The Trustee must always be a banking corporation organized under the
laws of the United States or any State and have at all times an aggregate
capital, surplus and undivided profits of not less than $2,500,000.
OTHER MATTERS
Legal Opinions. The legality of the Units offered hereby and
certain matters relating to federal tax law have been passed upon by Battle
Fowler LLP, 75 East 55th Street, New York, New York 10022 as counsel for the
Sponsor. Messrs. Carter, Ledyard & Milburn, Two Wall Street, New York, New York
10005 have acted as counsel for the Trustee.
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Independent Auditors. The Statements of Condition and
Portfolios are included herein in reliance upon the report of BDO Seidman, LLP,
independent auditors, and upon the authority of said firm as experts in
accounting and auditing.
Performance Information. Total returns, average annualized
returns or cumulative returns for various periods of the DJIA Strategic Ten and
the DJIA Strategic Five, the related index and the current Strategic Ten Trust
or Strategic Five Trust may be included from time to time in advertisements,
sales literature and reports to current or prospective investors. Total return
shows changes in Unit price during the period plus reinvestment of dividends
and capital gains, divided by the maximum public offering price. Average
annualized returns show the average return for stated periods of longer than a
year. Sales material may also include an illustration of the cumulative results
of like annual investments in the DJIA Strategic Ten and the DJIA Strategic
Five during an accumulation period and like annual withdrawals during a
distribution period. Figures for actual portfolios will reflect all applicable
expenses and, unless otherwise stated, the maximum sales charge. No provision
is made for any income taxes payable. Similar figures may be given for the
Strategic Ten Trusts or the Strategic Five Trusts applying the DJIA Strategic
Ten and the DJIA Strategic Five to other indexes. Returns may also be shown on
a combined basis. Trust performance may be compared to performance on a total
return basis of the Dow Jones Industrial Average, the S&P 500 Composite Price
Stock Index, or performance data from Lipper Analytical Services, Inc. and
Morningstar Publications, Inc. or from publications such as Money, The New York
Times, U.S. News and World Report, Business Week, Forbes or Fortune. As with
other performance data, performance comparisons should not be considered
representative of a Trust's relative performance for any future period.
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Qualified Unit Investment Liquid Trust Series ("QUILTS")
(A Unit Investment Trust)
Equity Strategic Ten, Series 3
Equity Strategic Five, Series 3
Prospectus Dated: October 25, 1996
Sponsor: Trustee:
OCC Distributors The Chase Manhattan Bank
Two World Financial Center 770 Broadway
225 Liberty Street New York, New York 10003
New York, New York 10281-1698 (800) 428-8890
(800) 628-6664
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Table of Contents
Title Page
PART A
Summary of Essential Information.......................................... A-2
Independent Auditors' Report............................................. A-13
Statements of Condition...................................................A-14
Portfolio and Cash Flow Information.......................................A-15
Underwriting..............................................................A-16
PART B
The Trusts................................................................B-1
Risk Factors..............................................................B-4
Public Offering...........................................................B-7
Rights of Unit Holders ...................................................B-10
Tax Status................................................................B-13
Liquidity.................................................................B-17
Trust Administration......................................................B-19
Other Matters.............................................................B-24
No person is authorized to give any information or to make any
representations not contained in Parts A and B of this Prospectus; and any
information or representation not contained herein must not be relied upon as
having been authorized by the Trust, the Trustee, the Evaluator, or the
Sponsor. The Trust is a registered as unit investment trust under the
Investment Company Act of 1940. Such registration does not imply that the Trust
or any of its Units have been guaranteed, sponsored, recommended or approved by
the United States or any state or any agency or officer thereof.
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.
Parts A and B of this Prospectus do not contain all of the information
set forth in the registration statement and exhibits thereto, filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933, and the Investment Company Act of 1940, and to which reference is
made.
C/M: 11205.0013 417587.1
