File No. 333-23267
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
POST-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-6
For Registration Under the Securities Act of 1933 of Securities
of Unit Investment Trusts Registered on Form N-8B-2
The First Trust Special Situations Trust 193
COMMUNICATIONS GROWTH TRUST SERIES
ENERGY GROWTH TRUST, SERIES 2
INVESTMENT SERVICES GROWTH TRUST SERIES
OUTSOURCING GROWTH TRUST SERIES
SMALL-CAP 50 GROWTH
(Exact Name of Trust)
NIKE SECURITIES L.P.
(Exact Name of Depositor)
1001 Warrenville Road
Lisle, Illinois 60532
(Complete address of Depositor's principal executive offices)
NIKE SECURITIES L.P. CHAPMAN AND CUTLER
Attn: James A. Bowen Attn: Eric F. Fess
1001 Warrenville Road 111 West Monroe Street
Lisle, Illinois 60532 Chicago, Illinois 60603
(Name and complete address of agents for service)
It is proposed that this filing will become effective (check
appropriate box)
: : immediately upon filing pursuant to paragraph (b)
: x : July 31, 2000
: : 60 days after filing pursuant to paragraph (a)
: : on (date) pursuant to paragraph (a) of rule (485 or 486)
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
COMMUNICATIONS GROWTH TRUST SERIES
637,750 UNITS
PROSPECTUS
Part One
Dated July 26, 2000
Note: Part One of this Prospectus may not be distributed unless accompanied by
Part Two and Part Three.
The Trust
The Communications Growth Trust Series (the "Trust") is a unit investment
trust consisting of a portfolio containing common stocks issued by
communication companies. At June 16, 2000, each Unit represented a 1/637,750
undivided interest in the principal and net income of the Trust (see "The
Trust" in Part Two).
The Units being offered by this Prospectus are issued and outstanding Units
which have been purchased by the Sponsor in the secondary market or from the
Trustee after having been tendered for redemption. The profit or loss
resulting from the sale of Units will accrue to the Sponsor. No proceeds from
the sale of Units will be received by the Trust.
Public Offering Price
The Public Offering Price per Unit is equal to the aggregate value of the
Securities in the Portfolio of the Trust, plus or minus cash, if any, in the
Income and Capital Accounts of the Trust divided by the number of Units
outstanding, plus a sales charge of 3.0% of the Public Offering Price (3.093%
of the net amount invested) excluding income and principal cash. At June 16,
2000, the Public Offering Price per Unit was $40.308 (see "Public Offering" in
Part Two). The minimum purchase is $1,000.
Please retain all parts of this Prospectus for future reference.
_____________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
_____________________________________________________________________________
NIKE SECURITIES L.P.
Sponsor
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
COMMUNICATIONS GROWTH TRUST SERIES
SUMMARY OF ESSENTIAL INFORMATION AS OF JUNE 16, 2000
Sponsor: Nike Securities L.P.
Evaluator: First Trust Advisors L.P.
Trustee: The Chase Manhattan Bank
<TABLE>
<CAPTION>
GENERAL INFORMATION
<S> <C>
Number of Units 637,750
Fractional Undivided Interest in the Trust per Unit 1/637,750
Public Offering Price:
Aggregate Value of Securities in the Portfolio $24,936,944
Aggregate Value of Securities per Unit $39.101
Income and Principal cash in the Portfolio $(1,052)
Income and Principal cash per Unit $(.002)
Sales Charge 3.093% (3.0% of Public Offering Price,
excluding income and principal cash) $1.209
Public Offering Price per Unit $40.308
Redemption Price and Sponsor's Repurchase Price per Unit
($1.209 less than the Public Offering Price per Unit) $39.099
</TABLE>
Date Trust Established April 16, 1997
Mandatory Termination Date April 15, 2002
Evaluator's Annual Fee: $.0030 per Unit outstanding. Evaluations for
purposes of sale, purchase or redemption of Units are made as of the close of
trading (4:00 p.m. Eastern time) on the New York Stock Exchange on each day on
which it is open.
Supervisory fee payable to Maximum of $.0035 per
an affiliate of the Sponsor Unit outstanding annually
Bookkeeping and administrative expenses Maximum of $.0010 per
payable to the Sponsor Unit outstanding annually
Annual amortization of organization
and offering costs $5,513 annually
Trustee's Annual Fee: $.0096 per Unit outstanding.
Capital Distribution Record Date and Distribution Date: Distributions from
the Capital Account will be made monthly payable on the last day of the month
to Unit holders of record on the fifteenth day of such month if the amount
available for distribution equals at least $.01 per Unit. Notwithstanding,
distributions of funds in the Capital Account, if any, will be made in
December of each year.
Income Distribution Record Date: Fifteenth day of each June and December.
Income Distribution Date: The last day of each June and December.
A Unit holder who owns at least 2,500 Units may request an "In-Kind
Distribution" upon redemption or upon termination of the Trust. See "Rights
of Unit Holders - How are Income and Capital Distributed?" in Part Two.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Unit Holders of The First Trust
Special Situations Trust, Series 193,
Communications Growth Trust Series
We have audited the accompanying statement of assets and liabilities,
including the portfolio, of The First Trust Special Situations Trust, Series
193, Communications Growth Trust Series as of March 31, 2000, and the related
statements of operations and changes in net assets for each of the two years
in the period then ended and for the period from the Initial Date of Deposit,
April 16, 1997, to March 31, 1998. These financial statements are the
responsibility of the Trust's Sponsor. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
March 31, 2000, by correspondence with the Trustee. An audit also includes
assessing the accounting principles used and significant estimates made by the
Sponsor, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The First Trust Special
Situations Trust, Series 193, Communications Growth Trust Series at March 31,
2000, and the results of its operations and changes in its net assets for each
of the two years in the period then ended and for the period from the Initial
Date of Deposit, April 16, 1997, to March 31, 1998, in conformity with
accounting principles generally accepted in the United States.
ERNST & YOUNG LLP
Chicago, Illinois
July 9, 2000
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
COMMUNICATIONS GROWTH TRUST SERIES
STATEMENT OF ASSETS AND LIABILITIES
March 31, 2000
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Securities, at market value (cost, $7,691,925)
(Note 1) $26,872,785
Dividends receivable 14,726
Cash 12,558
Unamortized deferred organization and offering costs 11,252
___________
26,911,321
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND NET ASSETS
<S> <C> <C>
Accrued liabilities 2,646
__________
Net assets, applicable to 674,203 outstanding
units of fractional undivided interest:
Cost of Trust assets (Note 1) $7,691,925
Net unrealized appreciation (Note 2) 19,180,860
Distributable funds 424,966
Less deferred sales charges paid (Note 3) (389,076)
__________
$26,908,675
===========
Net asset value per unit $39.912
===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
COMMUNICATIONS GROWTH TRUST SERIES
PORTFOLIO - See notes to portfolio.
March 31, 2000
<TABLE>
<CAPTION>
Number of Market
shares Name of Issuer of Equity Securities value
<C> <S> <C>
Computer Networking
8,423 3COM Corporation $468,529
8,090 Cabletron Systems, Inc. 237,142
46,848(1) Cisco Systems, Inc. 3,621,959
Communications Equipment
19,585(2) ADC Telecommunications, Inc. 1,055,142
9,391 ADTRAN, Inc. 558,182
30,444(3) Lucent Technologies, Inc. 1,849,473
4,453 Motorola, Inc. 633,996
15,612(2)(4) Nortel Networks Corporation (formerly
Northern Telecom Limited) 1,967,112
12,940(2) Tellabs, Inc. 815,013
Communications Services
12,865 BellSouth Corporation 604,655
8,543 Compania de Telefonos de Chile S.A. (ADR) 194,353
14,858 Cable & Wireless HKT Ltd. (ADR) (formerly
Hong Kong Telecommunications, Ltd. (ADR) 382,594
17,273(5) MCI WorldCom, Inc. 782,692
35,759(2) Qwest Communications, Inc. 1,734,311
3,848 Reuters Holdings plc (ADR) 459,355
22,289(6) SBC Communications, Inc. 936,138
11,350(7) Telefonica de Espana S.A. (ADR) 846,994
11,373(2) Telefonos de Mexico S.A. (ADR) 761,991
58,358(8) Vodafone Airtouch plc (ADR) (formerly
Vodafone Group plc) 3,242,546
Wireless Communications
7,204 Andrew Corporation 164,792
16,033 LM Ericsson AB (ADR) 1,504,104
18,650(2) Oy Nokia AB (ADR) 4,051,712
___________
Total investments $26,872,785
===========
</TABLE>
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
COMMUNICATIONS GROWTH TRUST SERIES
NOTES TO PORTFOLIO
March 31, 2000
(1) The number of shares reflects the effect of two two for one stock
splits.
(2) The number of shares reflects the effect of a two for one stock split.
(3) In May 1999, Ascend Communications, Inc. (Ascend), one of the Trust's
original holdings, was acquired by Lucent Technologies, Inc., (Lucent),
which was also one of the Trust's original holdings. Each shareholder
of Ascend received 1.65 shares of Lucent for each share of Ascend held.
Prior to the acquisition, Lucent had effected a two for one stock split.
(4) This equity security is a U.S. dollar denominated common stock of a
Canadian company that trades directly on a United States national
securities exchange.
(5) The number of shares reflects the effect of a three for two stock split.
(6) In September 1999, Ameritech Corporation (Ameritech), one of the Trust's
original holdings, was acquired by SBC Communications, Inc. (SBC), which
was also one of the Trust's original holdings. Each shareholder of
Ameritech received 1.316 shares of SBC for each share of Ameritech held.
(7) The number of shares reflects the effect of two 2% stock dividends and a
three for one stock split.
(8) In June 1999, Airtouch Communications, Inc. (Airtouch), one of the
Trust's original holdings, was acquired by Vodafone Group Plc.
(Vodofone), which was also one of the Trust's original holdings. Each
shareholder of Airtouch received .5 shares of Vodafone for each share of
Airtouch held. Concurrently, the name of the combined company was
changed to Vodafone Airtouch plc. Additionally, the company effected a
five for one stock split subsequent to the acquisition.
See accompanying notes to financial statements.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
COMMUNICATIONS GROWTH TRUST SERIES
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period from
the Initial
Date of Deposit,
April 16, 1997,
Year ended March 31, to March 31,
2000 1999 1998
<S> <C> <C> <C>
Dividends $96,225 121,139 127,379
Expenses:
Trustee's fees and related expenses (10,768) (16,569) (9,698)
Evaluator's fees (2,204) (3,118) (2,329)
Supervisory fees (2,496) (3,842) (2,866)
Administrative fees (684) (997) (828)
Amortization of organization and
offering costs (5,513) (5,513) (5,286)
_____________________________________
Total expenses (21,665) (30,039) (21,007)
_____________________________________
Investment income - net 74,560 91,100 106,372
Net gain (loss) on investments:
Net realized gain (loss) 2,137,123 1,486,895 30,768
Change in net unrealized
appreciation or depreciation 10,896,918 5,123,608 3,160,334
_____________________________________
13,034,041 6,610,503 3,191,102
_____________________________________
Net increase in net assets
resulting from operations $13,108,601 6,701,603 3,297,474
=====================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
COMMUNICATIONS GROWTH TRUST SERIES
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Period from
the Initial
Date of Deposit,
April 16, 1997,
Year ended March 31, to March 31,
2000 1999 1998
<S> <C> <C> <C>
Net increase in net assets resulting
from operations:
Investment income - net $74,560 91,100 106,372
Net realized gain (loss) on
investments 2,137,123 1,486,895 30,768
Change in net unrealized
appreciation or depreciation
on investments 10,896,918 5,123,608 3,160,334
_____________________________________
13,108,601 6,701,603 3,297,474
Units issued (1,153,780 units net
of deferred sales charges of
$383,783 in 1998) - - 13,696,033
Units redeemed (106,719 and
387,980 units in 2000 and
1999, respectively) (3,258,078) (6,447,729) -
Distributions to unit holders:
Investment income - net (75,565) (106,470) (39,227)
Principal from investment
transactions (112,389) - -
_____________________________________
(187,954) (106,470) (39,227)
_____________________________________
Total increase (decrease) in net
assets 9,662,569 147,404 16,954,280
Net assets:
At the beginning of the period
(representing 780,922, 1,168,902
and 15,122 units outstanding at
March 31, 1999 and 1998 and
April 16, 1997, respectively) 17,246,106 17,098,702 144,422
_____________________________________
At the end of the period (including
distributable funds applicable to
Trust units of $424,966, $223,015
and $451,173 at March 31, 2000,
1999 and 1998, respectively) $26,908,675 17,246,106 17,098,702
=====================================
Trust units outstanding at the end
of the period 674,203 780,922 1,168,902
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
COMMUNICATIONS GROWTH TRUST SERIES
NOTES TO FINANCIAL STATEMENTS
1. Significant accounting policies
Security valuation -
The equity securities are stated at the closing sale prices of listed equity
securities and the bid prices of over-the-counter traded equity securities as
reported by First Trust Advisors L.P. (the Evaluator), an affiliate of the
Sponsor.
Dividend income -
Dividends on each equity security are recognized on such equity security's ex-
dividend date.
Security cost -
Cost of the equity securities is based on the market value of such securities
on the dates the securities were deposited in the Trust. The cost of
securities sold is determined using the average cost method. Sales of
securities are recorded on the trade date.
Federal income taxes -
The Trust is not taxable for Federal income tax purposes. Each unit holder is
considered to be the owner of a pro rata portion of the Trust and,
accordingly, no provision has been made for Federal income taxes.
Expenses of the Trust -
The Trust pays a fee for Trustee services to The Chase Manhattan Bank, which
is based on $.0096 per annum per unit outstanding based on the largest
aggregate number of units outstanding during the year. In addition, the
Evaluator will receive an annual fee based on $.0030 per unit outstanding.
The Trust also pays recurring financial reporting costs, an annual supervisory
fee payable to an affiliate of the Sponsor and an annual administrative fee
payable to the Sponsor.
Organization and offering costs -
The Trust has paid a portion of its organization and offering costs, including
costs of preparing the registration statement, the Trust indenture and other
closing documents, registering units with the Securities and Exchange
Commission and states, the initial audit of the Trust's portfolio, legal fees
and the initial fees and expenses of the Trustee. Such costs, totaling
$27,564, have been deferred and are being amortized over five years from the
Initial Date of Deposit.
<PAGE>
2. Unrealized appreciation and depreciation
An analysis of net unrealized appreciation at March 31, 2000 follows:
<TABLE>
<S> <C>
Unrealized appreciation $19,295,506
Unrealized depreciation (114,646)
___________
$19,180,860
===========
</TABLE>
3. Other information
Cost to investors -
The cost to initial investors of units of the Trust was based on the aggregate
underlying value of the equity securities on the date of an investor's
purchase, plus a deferred sales charge of $.35 per unit which was paid to the
Sponsor over a five-month period ending on March 31, 1998, plus an initial
sales charge equal to the difference between the deferred sales charge and the
total sales charge of 4.5% of the public offering price which is equivalent to
approximately 4.545% of the net amount invested, exclusive of the deferred
sales charge.
Distributions to unit holders -
Income distributions to unit holders are made monthly on the last day of June
and December to unit holders of record on the fifteenth day of June and
December. Capital distributions to unit holders, if any, are made on the last
day of each month to unit holders of record on the fifteenth day of such month
if the amount available for distribution equals at least $.01 per unit.
Notwithstanding, capital distributions, if any, will be made in December of
each year.
Selected data per unit of the Trust
outstanding throughout each period -
<TABLE>
<CAPTION>
Period from
the Initial
Date of Deposit,
Year ended March 31, April 16, 1997, to
2000 1999 March 31, 1998
<S> <C> <C> <C>
Dividend income $.131 .126 .156
Expenses (.030) (.031) (.026)
____________________________________
Investment income - net .101 .095 .130
Distributions to unit holders:
Investment income - net (.102) (.105) (.043)
Principal from investment
transactions (.157) - -
Net gain (loss) on investments 17.986 7.466 4.991
____________________________________
Total increase (decrease)
in net assets 17.828 7.456 5.078
Net assets:
Beginning of the period 22.084 14.628 9.550
____________________________________
End of the period $39.912 22.084 14.628
====================================
</TABLE>
<PAGE>
Dividend income, Expenses and Investment income - net per unit have been
calculated based on the weighted-average number of units outstanding during
the period (734,625, 958,961 and 817,472 units in 2000, 1999 and 1998,
respectively). Distributions to unit holders of Investment income - net per
unit reflects the Trust's actual distributions of approximately $.057 per unit
to 776,475 units on June 30, 1999, approximately $.045 per unit to 714,945
units on December 31, 1999, approximately $.066 per unit to 1,073,259 units on
June 30, 1998, approximately $.039 per unit to 893,103 units on December 31,
1998, approximately $.011 per unit to 376,182 units on June 30, 1997 and
approximately $.032 per unit to 1,095,111 units on December 31, 1997.
Distributions to unit holders of Principal from investment transactions
reflect the Trust's actual distribution of approximately $.157 per unit to
714,945 units on December 31, 1999. The Net gain (loss) on investments per
unit during the period ended March 31, 1998 includes the effects of changes
arising from issuance of 1,153,780 additional units during the period at net
asset values which differed from the net asset value per unit of the original
15,102 units ($9.550 per unit) on April 16, 1997.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
COMMUNICATIONS GROWTH TRUST SERIES
PART ONE
Must be Accompanied by Part Two and Part Three
___________________
P R O S P E C T U S
___________________
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any jurisdiction to any person to whom it is not
lawful to make such offer in such jurisdiction.
This Prospectus does not contain all the information set forth in the
registration statement and exhibits relating thereto, which the Trust has
filed with the Securities and Exchange Commission, Washington, D.C., under the
Securities Act of 1933 and the Investment Company Act of 1940, and to which
reference is hereby made.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
ENERGY GROWTH TRUST, SERIES 2
753,510 UNITS
PROSPECTUS
Part One
Dated July 26, 2000
Note: Part One of this Prospectus may not be distributed unless accompanied by
Part Two and Part Three.
The Trust
The Energy Growth Trust, Series 2 (the "Trust") is a unit investment trust
consisting of a portfolio containing common stocks issued by energy companies.
At June 16, 2000, each Unit represented a 1/753,510 undivided interest in the
principal and net income of the Trust (see "The Trust" in Part Two).
The Units being offered by this Prospectus are issued and outstanding Units
which have been purchased by the Sponsor in the secondary market or from the
Trustee after having been tendered for redemption. The profit or loss
resulting from the sale of Units will accrue to the Sponsor. No proceeds from
the sale of Units will be received by the Trust.
Public Offering Price
The Public Offering Price per Unit is equal to the aggregate value of the
Securities in the Portfolio of the Trust, plus or minus cash, if any, in the
Income and Capital Accounts of the Trust divided by the number of Units
outstanding, plus a sales charge of 3.0% of the Public Offering Price (3.093%
of the net amount invested) excluding income and principal cash. At June 16,
2000, the Public Offering Price per Unit was $14.739 (see "Public Offering" in
Part Two). The minimum purchase is $1,000.
Please retain all parts of this Prospectus for future reference.
______________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________________________________________________________________________
NIKE SECURITIES L.P.
Sponsor
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
ENERGY GROWTH TRUST, SERIES 2
SUMMARY OF ESSENTIAL INFORMATION AS OF JUNE 16, 2000
Sponsor: Nike Securities L.P.
Evaluator: First Trust Advisors L.P.
Trustee: The Chase Manhattan Bank
<TABLE>
<CAPTION>
GENERAL INFORMATION
<S> <C>
Number of Units 753,510
Fractional Undivided Interest in the Trust per Unit 1/753,510
Public Offering Price:
Aggregate Value of Securities in the Portfolio $10,781,607
Aggregate Value of Securities per Unit $14.309
Income and Principal cash (overdraft) in the Portfolio $(9,518)
Income and Principal cash (overdraft) per Unit $(.013)
Sales Charge 3.093% (3.0% of Public Offering Price,
excluding income and principal cash) $.443
Public Offering Price per Unit $14.739
Redemption Price and Sponsor's Repurchase Price per Unit
($.443 less than the Public Offering Price per Unit) $14.296
</TABLE>
Date Trust Established April 16, 1997
Mandatory Termination Date April 15, 2002
Evaluator's Annual Fee: $.0030 per Unit outstanding. Evaluations for
purposes of sale, purchase or redemption of Units are made as of the close of
trading (4:00 p.m. Eastern time) on the New York Stock Exchange on each day on
which it is open.
Supervisory fee payable to Maximum of $.0035 per
an affiliate of the Sponsor Unit outstanding annually
Bookkeeping and administrative expenses Maximum of $.0010 per
payable to the Sponsor Unit outstanding annually
Annual amortization of organization
and offering costs $5,106 annually
Trustee's Annual Fee: $.0096 per Unit outstanding.
Capital Distribution Record Date and Distribution Date: Distributions from
the Capital Account will be made monthly payable on the last day of the month
to Unit holders of record on the fifteenth day of such month if the amount
available for distribution equals at least $.01 per Unit. Notwithstanding,
distributions of funds in the Capital Account, if any, will be made in
December of each year.
Income Distribution Record Date: Fifteenth day of each June and December.
Income Distribution Date: The last day of each June and December.
A Unit holder who owns at least 2,500 Units may request an "In-Kind
Distribution" upon redemption or upon termination of the Trust. See "Rights
of Unit Holders - How are Income and Capital Distributed?" in Part Two.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Unit Holders of The First Trust
Special Situations Trust, Series 193,
Energy Growth Trust, Series 2
We have audited the accompanying statement of assets and liabilities,
including the portfolio, of The First Trust Special Situations Trust, Series
193, Energy Growth Trust, Series 2 as of March 31, 2000, and the related
statements of operations and changes in net assets for each of the two years
in the period then ended and for the period from the Initial Date of Deposit,
April 16, 1997, to March 31, 1998. These financial statements are the
responsibility of the Trust's Sponsor. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
March 31, 2000, by correspondence with the Trustee. An audit also includes
assessing the accounting principles used and significant estimates made by the
Sponsor, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The First Trust Special
Situations Trust, Series 193, Energy Growth Trust, Series 2 at March 31, 2000,
and the results of its operations and changes in its net assets for each of
the two years in the period then ended and for the period from the Initial
Date of Deposit, April 16, 1997, to March 31, 1998, in conformity with
accounting principles generally accepted in the United States.
ERNST & YOUNG LLP
Chicago, Illinois
July 9, 2000
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
ENERGY GROWTH TRUST, SERIES 2
STATEMENT OF ASSETS AND LIABILITIES
March 31, 2000
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Securities, at market value (cost, $9,333,892)
(Note 1) $11,022,246
Dividends receivable 3,259
Cash 23,640
Unamortized deferred organization and offering costs 10,421
Receivable from investment transactions 77,266
___________
11,136,832
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND NET ASSETS
<S> <C> <C>
Accrued liabilities 4,123
Unit redemptions payable 77,165
__________
81,288
__________
Net assets, applicable to 820,633 outstanding
units of fractional undivided interest:
Cost of Trust assets (Note 1) $9,333,892
Net unrealized appreciation (Note 2) 1,688,354
Distributable funds 719,849
Less deferred sales charges paid (Note 3) (686,551)
___________
$11,055,544
===========
Net asset value per unit $13.472
===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
ENERGY GROWTH TRUST, SERIES 2
PORTFOLIO - See notes to portfolio.
March 31, 2000
<TABLE>
<CAPTION>
Number of Market
shares Name of Issuer of Equity Securities value
<C> <S> <C>
Natural Gas
6,185 (1) El Paso Energy Corporation $249,719
16,616 (2) Enron Corporation 1,244,123
Oil and Gas, Production
10,050 Apache Corporation 499,988
8,871 Nuevo Energy Company 190,726
Oilfield Services and Equipment
13,566 BJ Services Company 1,002,188
23,268 Baker Hughes, Inc. 703,857
15,252 Global Marine, Inc. 387,020
20,396 Input/Output, Inc. 124,925
15,951 Nabors Industries, Inc. 619,106
33,795 R&B Falcon Corporation 665,356
15,595 Rowan Companies, Inc. 459,086
6,141 Schlumberger, Ltd. 469,787
6,717 Tidewater, Inc. 213,688
10,468 Transocean Offshore, Inc. 537,144
Oils, Integrated
10,167 (2) BP Amoco Plc (ADR) 539,492
4,987 Chevron Corporation 460,988
12,891 (3) Exxon Mobil Corporation (formerly
Exxon Corporation) 1,003,087
22,085 (4) Repsol S.A. (ADR) 470,698
7,388 (5) Royal Dutch Petroleum Company 425,276
6,159 Texaco, Inc. 330,276
11,992 YPF Socied Anonima (ADR) 425,716
___________
Total investments $11,022,246
===========
</TABLE>
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
ENERGY GROWTH TRUST, SERIES 2
NOTES TO PORTFOLIO
March 31, 2000
(1) In October 1999, Sonat Inc. (Sonat) one of the Trust's original
holdings, was acquired by El Paso Energy Corporation (El Paso). Each
shareholder of Sonat received one share of El Paso for each share of
Sonat held.
(2) The number of shares reflects the effect of a two for one stock split.
(3) In November 1999, Mobil Corporation (Mobil), one of the Trust's original
holdings, was acquired by Exxon Corporation (Exxon), which was also one
of the Trust's original holdings. Each shareholder of Mobil received
1.320 shares of Exxon for each share of Mobil held. Concurrently, the
name of the company was changed to Exxon Mobil Corporation.
(4) The number of shares reflects the effect of a three for one stock split.
(5) This equity security is a U.S. dollar denominated common stock of a
Dutch company that trades directly on a United States national
securities exchange.
See accompanying notes to financial statements.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
ENERGY GROWTH TRUST, SERIES 2
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period from
the Initial
Date of Deposit,
April 16, 1997,
Year ended March 31, to March 31,
2000 1999 1998
<S> <C> <C> <C>
Dividends $166,038 229,206 215,192
Expenses:
Trustee's fees and related expenses (16,601) (27,961) (14,975)
Evaluator's fees (3,027) (5,018) (4,072)
Supervisory fees (3,858) (6,286) (4,982)
Administrative fees (1,066) (1,791) (1,437)
Amortization of organization
and offering costs (5,106) (5,106) (4,896)
_____________________________________
Total expenses (29,658) (46,162) (30,362)
_____________________________________
Investment income - net 136,380 183,044 184,830
Net gain (loss) on investments:
Net realized gain (loss) (232,986) (841,060) 136,207
Change in net unrealized
appreciation or depreciation 4,972,662 (4,163,314) 879,006
_____________________________________
4,739,676 (5,004,374) 1,015,213
_____________________________________
Net increase (decrease) in net
assets resulting from operations $4,876,056 (4,821,330) 1,200,043
=====================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
ENERGY GROWTH TRUST, SERIES 2
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Period from
the Initial
Date of Deposit,
April 16, 1997,
Year ended March 31, to March 31,
2000 1999 1998
<S> <C> <C> <C>
Net increase (decrease) in net assets
resulting from operations:
Investment income - net $136,380 183,044 184,830
Net realized gain (loss) on
investments (232,986) (841,060) 136,207
Change in net unrealized appreciation
or depreciation on investments 4,972,662 (4,163,314) 879,006
____________________________________
4,876,056 (4,821,330) 1,200,043
Units issued (1,946,473 units in 1998,
net of deferred sales charges
of $681,265) - - 23,252,241
Units redeemed (471,830, 505,639 and
163,453 units in 2000, 1999 and
1998, respectively) (5,129,963) (4,765,261) (2,015,519)
Distributions to unit holders:
Investment income - net (143,008) (179,751) (117,958)
Principal from investment
transactions - (1,244,230) -
____________________________________
(143,008) (1,423,981) (117,958)
____________________________________
Total increase (decrease) in net assets (396,915) (11,010,572) 22,318,807
Net assets:
At the beginning of the period
(representing 1,292,463, 1,798,102
and 15,102 units outstanding at
March 31, 1999 and 1998 and
April 16, 1997 respectively) 11,452,459 22,463,031 144,224
____________________________________
At the end of the period (including
distributable funds applicable to
Trust units of $719,849, $735,944
and $749,668 at March 31, 2000,
1999 and 1998, respectively) $11,055,544 11,452,459 22,463,031
=====================================
Trust units outstanding at the end
of the period 820,633 1,292,463 1,798,102
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
ENERGY GROWTH TRUST, SERIES 2
NOTES TO FINANCIAL STATEMENTS
1. Significant accounting policies
Security valuation -
The equity securities are stated at the closing sale prices of listed equity
securities and the bid prices of over-the-counter traded equity securities as
reported by First Trust Advisors L.P. (the Evaluator), an affiliate of the
Sponsor.
Dividend income -
Dividends on each equity security are recognized on such equity security's ex-
dividend date.
Security cost -
Cost of the equity securities is based on the market value of such securities
on the dates the securities were deposited in the Trust. The cost of
securities sold is determined using the average cost method. Sales of
securities are recorded on the trade date.
Federal income taxes -
The Trust is not taxable for Federal income tax purposes. Each unit holder is
considered to be the owner of a pro rata portion of the Trust and,
accordingly, no provision has been made for Federal income taxes.
Expenses of the Trust -
The Trust pays a fee for Trustee services to The Chase Manhattan Bank, which
is based on $.0096 per annum per unit outstanding based on the largest
aggregate number of units outstanding during the year. In addition, the
Evaluator will receive an annual fee based on $.0030 per unit outstanding.
The Trust also pays recurring financial reporting costs, an annual supervisory
fee payable to an affiliate of the Sponsor and an annual administrative fee
payable to the Sponsor.
Organization and offering costs -
The Trust has paid a portion of its organization and offering costs, including
costs of preparing the registration statement, the Trust indenture and other
closing documents, registering units with the Securities and Exchange
Commission and states, the initial audit of the Trust's portfolio, legal fees
and the initial fees and expenses of the Trustee. Such costs, totaling
$25,529, have been deferred and are being amortized over five years from the
Initial Date of Deposit.
<PAGE>
2. Unrealized appreciation and depreciation
An analysis of net unrealized appreciation at March 31, 2000 follows:
<TABLE>
<S> <C>
Unrealized appreciation $2,733,779
Unrealized depreciation (1,045,425)
__________
$1,688,354
==========
</TABLE>
3. Other information
Cost to investors -
The cost to initial investors of units of the Trust was based on the aggregate
underlying value of the equity securities on the date of an investor's
purchase, plus a deferred sales charge of $.35 per unit which was paid to the
Sponsor over a five-month period ending on March 31, 1998, plus an initial
sales charge equal to the difference between the deferred sales charge and the
total sales charge of 4.5% of the public offering price which is equivalent to
approximately 4.545% of the net amount invested, exclusive of the deferred
sales charge.
Distributions to unit holders -
Income distributions to unit holders are made monthly on the last day of June
and December to unit holders of record on the fifteenth day of June and
December. Capital distributions to unit holders, if any, are made on the last
day of each month to unit holders of record on the fifteenth day of such month
if the amount available for distribution equals at least $.01 per unit.
Notwithstanding, capital distributions, if any, will be made in December of
each year.
Selected data per unit of the Trust
outstanding throughout each period -
<TABLE>
<CAPTION>
Period from
the Initial
Date of Deposit,
Year ended March 31, April 16, 1997, to
2000 1999 March 31, 1998
<S> <C> <C> <C>
Dividend income $.151 .146 .152
Expenses (.027) (.029) (.021)
__________________________________
Investment income - net .124 .117 .131
Distributions to unit holders:
Investment income - net (.127) (.114) (.082)
Principal from investment
transactions - (.853) -
Net gain (loss) on investments 4.614 (2.782) 2.894
__________________________________
Total increase (decrease) in net
assets 4.611 (3.632) 2.943
Net assets:
Beginning of the period 8.861 12.493 9.550
__________________________________
End of the period $13.472 $8.861 12.493
==================================
</TABLE>
<PAGE>
Dividend income, Expenses and Investment income - net per unit have been
calculated based on the weighted-average number of units outstanding during
each period (1,102,288, 1,564,994 and 1,413,168 units in 2000, 1999 and 1998,
respectively). Distributions to unit holders of Investment income - net per
unit reflects the Trust's actual distributions of approximately $.059 per unit
to 1,224,643 units on June 30, 1999, approximately $.068 per unit to 1,045,638
units on December 31, 1999, approximately $.056 per unit to 1,694,621 units on
June 30, 1998, approximately $.058 per unit to 1,459,387 units on December 31,
1998, approximately $.030 per unit to 611,833 units on June 30, 1997 and
approximately $.052 per unit to 1,921,634 units on December 31, 1997.
Distributions to unit holders of principal from investment transactions
reflects the Trust's distribution of approximately $.853 per unit to 1,459,387
units on December 31, 1998. The Net gain (loss) on investments per unit
during the period ended March 31, 1998 includes the effects of changes arising
from issuance of 1,946,473 additional units during the period at net asset
values which differed from the net asset value per unit of the original 15,102
units ($9.550 per unit) on April 16, 1997.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
ENERGY GROWTH TRUST, SERIES 2
PART ONE
Must be Accompanied by Part Two and Part Three
___________________
P R O S P E C T U S
___________________
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any jurisdiction to any person to whom it is not
lawful to make such offer in such jurisdiction.
This Prospectus does not contain all the information set forth in the
registration statement and exhibits relating thereto, which the Trust has
filed with the Securities and Exchange Commission, Washington, D.C., under the
Securities Act of 1933 and the Investment Company Act of 1940, and to which
reference is hereby made.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
INVESTMENT SERVICES GROWTH TRUST SERIES
709,600 UNITS
PROSPECTUS
Part One
Dated July 26, 2000
Note: Part One of this Prospectus may not be distributed unless accompanied by
Part Two and Part Three.
The Trust
The Investment Services Growth Trust Series (the "Trust") is a unit investment
trust consisting of a portfolio containing common stocks issued by brokerage
and investment services companies. At June 16, 2000, each Unit represented a
1/709,600 undivided interest in the principal and net income of the Trust (see
"The Trust" in Part Two).
The Units being offered by this Prospectus are issued and outstanding Units
which have been purchased by the Sponsor in the secondary market or from the
Trustee after having been tendered for redemption. The profit or loss
resulting from the sale of Units will accrue to the Sponsor. No proceeds from
the sale of Units will be received by the Trust.
Public Offering Price
The Public Offering Price per Unit is equal to the aggregate value of the
Securities in the Portfolio of the Trust, plus or minus cash, if any, in the
Income and Capital Accounts of the Trust divided by the number of Units
outstanding, plus a sales charge of 3.0% of the Public Offering Price (3.093%
of the net amount invested) excluding income and principal cash. At June 16,
2000, the Public Offering Price per Unit was $22.865 (see "Public Offering" in
Part Two). The minimum purchase is $1,000.
Please retain all parts of this Prospectus for future reference.
______________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________________________________________________________________________
NIKE SECURITIES L.P.
Sponsor
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
INVESTMENT SERVICES GROWTH TRUST SERIES
SUMMARY OF ESSENTIAL INFORMATION AS OF JUNE 16, 2000
Sponsor: Nike Securities L.P.
Evaluator: First Trust Advisors L.P.
Trustee: The Chase Manhattan Bank
<TABLE>
<CAPTION>
GENERAL INFORMATION
<S> <C>
Number of Units 709,600
Fractional Undivided Interest in the Trust per Unit 1/709,600
Public Offering Price:
Aggregate Value of Securities in the Portfolio $15,746,504
Aggregate Value of Securities per Unit $22.191
Income and Principal cash (overdraft) in the Portfolio $(8,635)
Income and Principal cash (overdraft) per Unit $(.012)
Sales Charge 3.093% (3.0% of Public Offering Price,
excluding income and principal cash) $.686
Public Offering Price per Unit $22.865
Redemption Price and Sponsor's Repurchase Price per Unit
($.686 less than the Public Offering Price per Unit) $22.179
</TABLE>
Date Trust Established April 16, 1997
Mandatory Termination Date April 15, 2002
Evaluator's Annual Fee: $.0030 per Unit outstanding. Evaluations for
purposes of sale, purchase or redemption of Units are made as of the close of
trading (4:00 p.m. Eastern time) on the New York Stock Exchange on each day on
which it is open.
Supervisory fee payable to Maximum of $.0035 per
an affiliate of the Sponsor Unit outstanding annually
Bookkeeping and administrative expenses Maximum of $.0010 per
payable to the Sponsor Unit outstanding annually
Annual amortization of organization
and offering costs $6,306 annually
Trustee's Annual Fee: $.0096 per Unit outstanding.
Capital Distribution Record Date and Distribution Date: Distributions from
the Capital Account will be made monthly payable on the last day of the month
to Unit holders of record on the fifteenth day of such month if the amount
available for distribution equals at least $.01 per Unit. Notwithstanding,
distributions of funds in the Capital Account, if any, will be made in
December of each year.
Income Distribution Record Date: Fifteenth day of each June and December.
Income Distribution Date: The last day of each June and December.
A Unit holder who owns at least 2,500 Units may request an "In-Kind
Distribution" upon redemption or upon termination of the Trust. See "Rights
of Unit Holders - How are Income and Capital Distributed?" in Part Two.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Unit Holders of The First Trust
Special Situations Trust, Series 193,
Investment Services Growth Trust Series
We have audited the accompanying statement of assets and liabilities,
including the portfolio, of The First Trust Special Situations Trust, Series
193, Investment Services Growth Trust Series as of March 31, 2000, and the
related statements of operations and changes in net assets for each of the two
years in the period then ended and for the period from the Initial Date of
Deposit, April 16, 1997, to March 31, 1998. These financial statements are
the responsibility of the Trust's Sponsor. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
March 31, 2000, by correspondence with the Trustee. An audit also includes
assessing the accounting principles used and significant estimates made by the
Sponsor, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The First Trust Special
Situations Trust, Series 193, Investment Services Growth Trust Series at
March 31, 2000, and the results of its operations and changes in its net
assets for each of the two years in the period then ended and for the period
from the Initial Date of Deposit, April 16, 1997, to March 31, 1998, in
conformity with accounting principles generally accepted in the United States.
ERNST & YOUNG LLP
Chicago, Illinois
July 9, 2000
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
INVESTMENT SERVICES GROWTH TRUST SERIES
STATEMENT OF ASSETS AND LIABILITIES
March 31, 2000
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Securities, at market value (cost, $8,726,493)
(Note 1) $17,035,021
Dividends receivable 19,840
Cash 41,382
Receivable from investment transactions 29,914
Unamortized deferred organization and offering costs 12,870
___________
17,139,027
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND NET ASSETS
<S> <C> <C>
Accrued liabilities 3,417
Unit redemptions payable 29,731
__________
33,148
__________
Net assets, applicable to 738,542 outstanding
units of fractional undivided interest:
Cost of Trust assets (Note 1) $8,726,493
Net unrealized appreciation (Note 2) 8,308,528
Distributable funds 754,201
Less deferred sales charges paid (Note 3) (683,343)
___________
$17,105,879
===========
Net asset value per unit $23.162
===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
INVESTMENT SERVICES GROWTH TRUST SERIES
PORTFOLIO - See notes to portfolio.
March 31, 2000
<TABLE>
<CAPTION>
Number of Market
shares Name of Issuer of Equity Securities value
<C> <S> <C>
22,731 Advest Group, Inc. $431,889
11,544 (1) Bear Stearns Companies, Inc. 526,695
13,749 (2) CitiGroup, Inc. 815,494
8,479 Dain Rauscher Corporation 559,088
15,623 Donaldson Lufkin & Jenrette, Inc. 808,490
27,099 Eaton Vance Corp. 1,163,577
12,911 A.G. Edwards, Inc. 516,440
18,595 (3) Fahnestock Viner Holdings, Inc. 312,638
22,094 (4) First Union Corporation 823,001
16,064 Fleet Boston Financial Corporation (formerly
Fleet Financial Group) 586,336
10,856 Franklin Resources, Inc. 363,003
13,687 (5) Investment Technology Group, Inc. 482,467
13,757 (5) Jefferies Group, Inc. 314,692
17,317 KeyCorp 329,023
17,429 Legg Mason, Inc. 753,804
9,360 Lehman Brothers Holdings, Inc. 907,920
6,834 Merrill Lynch & Company, Inc. 717,570
26,497 Morgan Keegan, Inc. 463,698
16,564 (6) Morgan Stanley, Dean Witter,
and Company 1,351,010
14,237 Paine Webber Group Inc. 626,428
15,186 T. Rowe Price Associates 599,847
20,796 Raymond James Financial, Inc. 431,517
39,889 (6) Charles Schwab Corporation 2,266,214
20,335 (7) Southwest Securities Group, Inc. 884,180
___________
Total investments $17,035,021
===========
</TABLE>
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
INVESTMENT SERVICES GROWTH TRUST SERIES
NOTES TO PORTFOLIO
March 31, 2000
(1) The number of shares reflects the effect of a 5% stock dividend.
(2) The number of shares reflects the effect of a three for two stock split.
(3) This equity security is a U.S. dollar denominated common stock of a
Canadian company that trades directly on a United States national
securities exchange.
(4) In September 1999, EVEREN Capital Corporation (EVEREN), one of the
Trust's original holdings, was acquired by First Union Corporation
(First Union). Each shareholder of EVEREN received .8286 shares of
First Union for each share of EVEREN held.
(5) In April 1999, Jefferies Group, Inc. (Jefferies), one of the Trust's
original holdings, spun off Investment Technology Group, Inc.
(Investment Technology). Each shareholder of Jefferies received one
share of Investment Technology for each share of Jefferies held.
(6) The number of shares reflects the effect of a two for one stock split.
(7) The number of shares reflects the effect of a 10% stock dividend.
See accompanying notes to financial statements.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
INVESTMENT SERVICES GROWTH TRUST SERIES
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period from
the Initial
Date of Deposit,
April 16, 1997,
Year ended March 31, to March 31,
2000 1999 1998
<S> <C> <C> <C>
Dividends $210,437 225,127 237,388
Expenses:
Trustee's fees and related expenses (13,677) (29,699) (15,692)
Evaluator's fees (2,395) (4,175) (4,356)
Supervisory fees (3,053) (4,270) (5,291)
Administrative fees (855) (1,220) (1,544)
Amortization of organization and
offering costs (6,306) (6,306) (6,047)
_____________________________________
Total expenses (26,286) (45,670) (32,930)
_____________________________________
Investment income - net 184,151 179,457 204,458
Net gain (loss) on investments:
Net realized gain (loss) 2,748,042 2,105,548 3,249,064
Change in net unrealized
appreciation or depreciation 1,171,169 (1,889,039) 9,026,398
_____________________________________
3,919,211 216,509 12,275,462
_____________________________________
Net increase in net assets resulting
from operations $4,103,362 395,966 12,479,920
=====================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
INVESTMENT SERVICES GROWTH TRUST SERIES
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Period from
the Initial
Date of Deposit,
April 16, 1997,
Year ended March 31, to March 31,
2000 1999 1998
<S> <C> <C> <C>
Net increase in net assets resulting
from operations:
Investment income - net $184,151 179,457 204,458
Net realized gain (loss) on
investments 2,748,042 2,105,548 3,249,064
Change in net unrealized appreciation
or depreciation on investments 1,171,169 (1,889,039) 9,026,398
______________________________________
4,103,362 395,966 12,479,920
Units issued (1,937,398 units in 1998,
net of deferred sales charges of
$678,089) - - 22,974,287
Unit redemptions (290,249, 415,528
and 508,089 units in 2000, 1999
and 1998, respectively) (5,883,881) (7,324,683) (8,429,673)
Distributions to unit holders:
Investment income - net (170,122) (169,360) (107,249)
Principal from investment
transactions (906,036) - -
______________________________________
(1,076,158) (169,360) (107,249)
______________________________________
Total increase (decrease) in net
assets (2,856,677) (7,098,077) 26,917,285
Net assets:
At the beginning of the period
(representing 1,028,791,
1,444,319 and 15,010 units
outstanding at March 31, 1999
and 1998 and April 16, 1997,
respectively) 19,962,556 27,060,633 143,348
______________________________________
At the end of the period
(including distributable funds
applicable to Trust units of
$754,201, $609,430 and $764,155
at March 31, 2000, 1999 and
1998, respectively) $17,105,879 19,962,556 27,060,633
======================================
Trust units outstanding at the end of
the period 738,542 1,028,791 1,444,319
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
INVESTMENT SERVICES GROWTH TRUST SERIES
NOTES TO FINANCIAL STATEMENTS
1. Significant accounting policies
Security valuation -
The equity securities are stated at the closing sale prices of listed equity
securities and the bid prices of over-the-counter traded equity securities as
reported by First Trust Advisors L.P. (the Evaluator), an affiliate of the
Sponsor.
Dividend income -
Dividends on each equity security are recognized on such equity security's ex-
dividend date.
Security cost -
Cost of the equity securities is based on the market value of such securities
on the dates the securities were deposited in the Trust. The cost of
securities sold is determined using the average cost method. Sales of
securities are recorded on the trade date.
Federal income taxes -
The Trust is not taxable for Federal income tax purposes. Each unit holder is
considered to be the owner of a pro rata portion of the Trust and,
accordingly, no provision has been made for Federal income taxes.
Expenses of the Trust -
The Trust pays a fee for Trustee services to The Chase Manhattan Bank, which
is based on $.0096 per annum per unit outstanding based on the largest
aggregate number of units outstanding during the year. In addition, the
Evaluator will receive an annual fee based on $.0030 per unit outstanding.
The Trust also pays recurring financial reporting costs, an annual supervisory
fee payable to an affiliate of the Sponsor and an annual administrative fee
payable to the Sponsor.
Organization and offering costs -
The Trust has paid a portion of its organization and offering costs, including
costs of preparing the registration statement, the Trust indenture and other
closing documents, registering units with the Securities and Exchange
Commission and states, the initial audit of the Trust's portfolio, legal fees
and the initial fees and expenses of the Trustee. Such costs, totaling
$31,529, have been deferred and are being amortized over five years from the
Initial Date of Deposit.
<PAGE>
2. Unrealized appreciation and depreciation
An analysis of net unrealized appreciation at March 31, 2000 follows:
<TABLE>
<S> <C>
Unrealized appreciation $8,389,511
Unrealized depreciation (80,983)
__________
$8,308,528
==========
</TABLE>
3. Other information
Cost to investors -
The cost to initial investors of units of the Trust was based on the aggregate
underlying value of the equity securities on the date of an investor's
purchase, plus a deferred sales charge of $.35 per unit which was paid to the
Sponsor over a five-month period ending on March 31, 1998, plus an initial
sales charge equal to the difference between the deferred sales charge and the
total sales charge of 4.5% of the public offering price which is equivalent to
approximately 4.545% of the net amount invested, exclusive of the deferred
sales charge.
Distributions to unit holders -
Income distributions to unit holders are made monthly on the last day of June
and December to unit holders of record on the fifteenth day of June and
December. Capital distributions to unit holders, if any, are made on the last
day of each month to unit holders of record on the fifteenth day of such month
if the amount available for distribution equals at least $.01 per unit.
Notwithstanding, capital distributions, if any, will be made in December of
each year.
Selected data per unit of the Trust
outstanding throughout each period -
<TABLE>
<CAPTION>
Period from
the Initial
Date of Deposit,
Year ended March 31, April 16, 1997, to
2000 1999 March 31, 1998
<S> <C> <C> <C>
Dividend income $.241 .184 .160
Expenses (.030) (.037) (.022)
__________________________________
Investment income - net .211 .147 .138
Distributions to unit holders:
Investment income - net (.197) (.138) (.066)
Principal from investment
transactions (1.194) - -
Net gain (loss) on investments 4.938 .659 9.114
__________________________________
Total increase (decrease) in net
assets 3.758 .668 9.186
Net assets:
Beginning of the period 19.404 18.736 9.550
__________________________________
End of the period $23.162 19.404 18.736
==================================
</TABLE>
<PAGE>
Dividend income, Expenses and Investment income - net per unit have been
calculated based on the weighted-average number of units outstanding during
each period (872,350, 1,220,131 and 1,478,374 units in 2000, 1999 and 1998,
respectively). Distributions to unit holders of Investment income - net per
unit reflects the Trust's actual distributions of approximately $.088 per unit
to 955,330 units on June 30, 1999, approximately $.109 per unit to 790,954
units on December 31, 1999, approximately $.063 per unit to 1,334,025 units on
June 30, 1998, approximately $.075 per unit to 1,146,745 units on December 31,
1998, approximately $.013 per unit to 998,674 units on June 30, 1997 and
approximately $.053 per unit to 1,789,636 units on December 31, 1997.
Distributions to unit holders of Principal from Investment transactions
reflects the Trust's distribution of approximately $1.194 per unit to 758,824
units on March 31, 2000. The Net gain (loss) on investments per unit during
the period ended March 31, 1998 includes the effects of changes arising from
issuance of 1,937,398 additional units during the period at net asset values
which differed from the net asset value per unit of the original 15,010 units
($9.550 per unit) on April 16, 1997.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
INVESTMENT SERVICES GROWTH TRUST SERIES
PART ONE
Must be Accompanied by Part Two and Part Three
___________________
P R O S P E C T U S
___________________
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any jurisdiction to any person to whom it is not
lawful to make such offer in such jurisdiction.
This Prospectus does not contain all the information set forth in the
registration statement and exhibits relating thereto, which the Trust has
filed with the Securities and Exchange Commission, Washington, D.C., under the
Securities Act of 1933 and the Investment Company Act of 1940, and to which
reference is hereby made.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
OUTSOURCING GROWTH TRUST SERIES
39,883 UNITS
PROSPECTUS
Part One
Dated July 26, 2000
Note: Part One of this Prospectus may not be distributed unless accompanied by
Part Two and Part Three.
The Trust
The Outsourcing Growth Trust Series (the "Trust") is a unit investment trust
consisting of a portfolio containing common stocks issued by companies
involved in providing business services, electronics manufacturing,
information services and staffing. At June 16, 2000, each Unit represented a
1/39,883 undivided interest in the principal and net income of the Trust (see
"The Trust" in Part Two).
The Units being offered by this Prospectus are issued and outstanding Units
which have been purchased by the Sponsor in the secondary market or from the
Trustee after having been tendered for redemption. The profit or loss
resulting from the sale of Units will accrue to the Sponsor. No proceeds from
the sale of Units will be received by the Trust.
Public Offering Price
The Public Offering Price per Unit is equal to the aggregate value of the
Securities in the Portfolio of the Trust, plus or minus cash, if any, in the
Income and Capital Accounts of the Trust divided by the number of Units
outstanding, plus a sales charge of 3.0% of the Public Offering Price (3.093%
of the net amount invested) excluding income and principal cash. At June 16,
2000, the Public Offering Price per Unit was $18.821 (see "Public Offering" in
Part Two). The minimum purchase is $1,000.
Please retain all parts of this Prospectus for future reference.
_____________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
_____________________________________________________________________________
NIKE SECURITIES L.P.
Sponsor
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
OUTSOURCING GROWTH TRUST SERIES
SUMMARY OF ESSENTIAL INFORMATION AS OF JUNE 16, 2000
Sponsor: Nike Securities L.P.
Evaluator: First Trust Advisors L.P.
Trustee: The Chase Manhattan Bank
<TABLE>
<CAPTION>
GENERAL INFORMATION
<S> <C>
Number of Units 39,883
Fractional Undivided Interest in the Trust per Unit 1/39,883
Public Offering Price:
Aggregate Value of Securities in the Portfolio $730,999
Aggregate Value of Securities per Unit $18.329
Income and Principal cash (overdraft) in the Portfolio $(3,006)
Income and Principal cash (overdraft) per Unit $(.075)
Sales Charge 3.093% (3.0% of Public Offering Price,
excluding income and principal cash) $.567
Public Offering Price per Unit $18.821
Redemption Price and Sponsor's Repurchase Price per Unit
($.567 less than the Public Offering Price per Unit) $18.254
</TABLE>
Date Trust Established April 16, 1997
Mandatory Termination Date April 15, 2002
Evaluator's Annual Fee: $.0030 per Unit outstanding. Evaluations for
purposes of sale, purchase or redemption of Units are made as of the close of
trading (4:00 p.m. Eastern time) on the New York Stock Exchange on each day on
which it is open.
Supervisory fee payable to Maximum of $.0035 per
an affiliate of the Sponsor Unit outstanding annually
Bookkeeping and administrative expenses Maximum of $.0010 per
payable to the Sponsor Unit outstanding annually
Annual amortization of organization
and offering costs $1,400 annually
Trustee's Annual Fee: $.0096 per Unit outstanding.
Capital Distribution Record Date and Distribution Date: Distributions from
the Capital Account will be made monthly payable on the last day of the month
to Unit holders of record on the fifteenth day of such month if the amount
available for distribution equals at least $.01 per Unit. Notwithstanding,
distributions of funds in the Capital Account, if any, will be made in
December of each year.
Income Distribution Record Date: Fifteenth day of each June and December.
Income Distribution Date: The last day of each June and December.
A Unit holder who owns at least 2,500 Units may request an "In-Kind
Distribution" upon redemption or upon termination of the Trust. See "Rights
of Unit Holders - How are Income and Capital Distributed?" in Part Two.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Unit Holders of The First Trust
Special Situations Trust, Series 193,
Outsourcing Growth Trust Series
We have audited the accompanying statement of assets and liabilities,
including the portfolio, of The First Trust Special Situations Trust, Series
193, Outsourcing Growth Trust Series as of March 31, 2000, and the related
statements of operations and changes in net assets for each of the two years
in the period then ended and for the period from the Initial Date of Deposit,
April 16, 1997, to March 31, 1998. These financial statements are the
responsibility of the Trust's Sponsor. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
March 31, 2000, by correspondence with the Trustee. An audit also includes
assessing the accounting principles used and significant estimates made by the
Sponsor, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The First Trust Special
Situations Trust, Series 193, Outsourcing Growth Trust Series at March 31,
2000, and the results of its operations and changes in its net assets for each
of the two years in the period then ended and for the period from the Initial
Date of Deposit, April 16, 1997, to March 31, 1998, in conformity with
accounting principles generally accepted in the United States.
ERNST & YOUNG LLP
Chicago, Illinois
July 9, 2000
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
OUTSOURCING GROWTH TRUST SERIES
STATEMENT OF ASSETS AND LIABILITIES
March 31, 2000
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Securities, at market value (cost, $493,968)
(Note 1) $802,874
Dividends receivable 101
Unamortized deferred organization and offering costs 2,858
Receivable from investment transactions 5,837
__________
811,670
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND NET ASSETS
<S> <C> <C>
Accrued liabilities 220
Cash overdraft 2,896
Unit redemptions payable 5,834
_________
8,950
_________
Net assets, applicable to 45,216 outstanding
units of fractional undivided interest:
Cost of Trust assets (Note 1) $493,968
Net unrealized appreciation (Note 2) 308,906
Distributable funds 53,771
Lews deferred sales charges paid (Note 3) (53,925)
________
$802,720
==========
Net asset value per unit $17.753
==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
OUTSOURCING GROWTH TRUST SERIES
PORTFOLIO - See notes to portfolio.
March 31, 2000
<TABLE>
<CAPTION>
Number of Market
shares Name of Issuer of Equity Securities value
<C> <S> <C>
Business Services
771 APAC Teleservices, Inc. $6,698
612 Catalina Marketing Corporation 61,965
982 Central Parking Corporation 19,640
905 UniFirst Corporation 10,181
Electronics Manufacturing
1,304 (1) SCI Systems, Inc. 70,172
1,355 (1) Sanmina Corporation 91,548
2,779 (1) Solectron Corporation 111,335
Information Services
1,049 Analysts International Corporation 10,359
842 Automatic Data Processing, Inc. (ADP) 40,626
40 (1) Choicepoint, Inc. 1,495
456 Electronic Data Systems Corporation 29,270
663 Equifax, Inc. 16,741
499 Fair Isaac & Company, Inc. 19,399
540 First Data Corporation 23,895
918 Keane, Inc. 23,180
1,128 (2) Paychex, Inc. 59,079
793 SunGard Data Systems, Inc. 29,936
Staffing
462 CDI Corporation 8,778
723 Robert Half International, Inc. 34,298
1,667 (3) Interim Services, Inc. 30,944
490 Manpower, Inc. 17,395
990 Modis Professional Corp. 12,251
1,330 On Assignment, Inc. 59,850
1,527 Romac International, Inc. 13,839
________
Total investments $802,874
========
</TABLE>
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
OUTSOURCING GROWTH TRUST SERIES
NOTES TO PORTFOLIO
March 31, 2000
(1) The number of shares reflects the effect of a two for one stock split.
(2) The number of shares reflects the effect of a three for two stock split.
(3) In July 1999, Norrell Corporation (Norrell), one of the Trust's original
holdings, was acquired by Interim Services Inc. (Interim), which was
also one of the Trust's original holdings. Each shareholder of Norrell
received .90 share of Interim for each share of Norrell held.
See accompanying notes to financial statements.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
OUTSOURCING GROWTH TRUST SERIES
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period from
the Initial
Date of Deposit,
April 16, 1997,
Year ended March 31, to March 31,
2000 1999 1998
<S> <C> <C> <C>
Dividends $2,283 4,416 4,736
Expenses:
Trustee's fees and related expenses (1,259) (2,572) (1,279)
Evaluator's fees (181) (387) (370)
Supervisory fees (197) (486) (446)
Administrative fees (66) (113) (154)
Amortization of organization and
offering costs (1,400) (1,400) (1,342)
__________________________________
Total expenses (3,103) (4,958) (3,591)
__________________________________
Investment income (loss) - net (820) (542) 1,145
Net gain (loss) on investments:
Net realized gain (loss) 131,751 217,759 14,269
Change in net unrealized appreciation
or depreciation 142,618 (492,804) 659,092
__________________________________
274,369 (275,045) 673,361
__________________________________
Net increase (decrease) in net assets
resulting from operations $273,549 (275,587) 674,506
==================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
OUTSOURCING GROWTH TRUST SERIES
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Period from
the Initial
Date of Deposit,
April 16, 1997,
Year ended March 31, to March 31,
2000 1999 1998
<S> <C> <C> <C>
Net increase (decrease) in net assets
resulting from operations:
Investment income (loss) - net $(820) (542) 1,145
Net realized gain (loss) on investments 131,751 217,759 14,269
Change in net unrealized appreciation
or depreciation on investments 142,618 (492,804) 659,092
__________________________________
273,549 (275,587) 674,506
Units issued (139,124 units in 1998, net of
deferred sales charges of $48,694) - - 1,605,324
Units redeemed (34,775 and 74,079 units in
2000 and 1999, respectively) (511,349) (1,077,413) -
Distributions to unit holders:
Investment income - net - - (209)
Principal from investment transactions (28,838) - -
__________________________________
(28,838) - (209)
__________________________________
Total increase (decrease) in net assets (266,638) (1,353,000) 2,279,621
Net assets:
At the beginning of the period
(representing 79,991, 154,070 and
14,946 units outstanding at
March 31, 1999 and 1998 and April 16,
1997, respectively) 1,069,358 2,422,358 142,737
__________________________________
At the end of the period (including
distributable funds applicable to
Trust units of $53,771, $51,171 and
$54,158 at March 31, 2000, 1999
and 1998, respectively) $802,720 1,069,358 2,422,358
=================================
Trust units outstanding at the end of
the period 45,216 79,991 154,070
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
OUTSOURCING GROWTH TRUST SERIES
NOTES TO FINANCIAL STATEMENTS
1. Significant accounting policies
Security valuation -
The equity securities are stated at the closing sale prices of listed equity
securities and the bid prices of over-the-counter traded equity securities as
reported by First Trust Advisors L.P. (the Evaluator), an affiliate of the
Sponsor.
Dividend income -
Dividends on each equity security are recognized on such equity security's ex-
dividend date.
Security cost -
Cost of the equity securities is based on the market value of such securities
on the dates the securities were deposited in the Trust. The cost of
securities sold is determined using the average cost method. Sales of
securities are recorded on the trade date.
Federal income taxes -
The Trust is not taxable for Federal income tax purposes. Each unit holder is
considered to be the owner of a pro rata portion of the Trust and,
accordingly, no provision has been made for Federal income taxes.
Expenses of the Trust -
The Trust pays a fee for Trustee services to The Chase Manhattan Bank, which
is based on $.0096 per annum per unit outstanding based on the largest
aggregate number of units outstanding during the year. In addition, the
Evaluator will receive an annual fee based on $.0030 per unit outstanding.
The Trust also pays recurring financial reporting costs, an annual supervisory
fee payable to an affiliate of the Sponsor and an annual administrative fee
payable to the Sponsor.
Organization and offering costs -
The Trust has paid a portion of its organization and offering costs, including
costs of preparing the registration statement, the Trust indenture and other
closing documents, registering units with the Securities and Exchange
Commission and states, the initial audit of the Trust's portfolio, legal fees
and the initial fees and expenses of the Trustee. Such costs, totaling
$7,000, have been deferred and are being amortized over five years from the
Initial Date of Deposit.
<PAGE>
2. Unrealized appreciation and depreciation
An analysis of net unrealized appreciation at March 31, 2000 follows:
<TABLE>
<S> <C>
Unrealized appreciation $384,361
Unrealized depreciation (75,455)
________
$308,906
========
</TABLE>
3. Other information
Cost to investors -
The cost to initial investors of units of the Trust was based on the aggregate
underlying value of the equity securities on the date of an investor's
purchase, plus a deferred sales charge of $.35 per unit which was paid to the
Sponsor over a five-month period ending on March 31, 1998, plus an initial
sales charge equal to the difference between the deferred sales charge and the
total sales charge of 4.5% of the public offering price which is equivalent to
approximately 4.545% of the net amount invested, exclusive of the deferred
sales charge.
Distributions to unit holders -
Income distributions to unit holders are made monthly on the last day of June
and December to unit holders of record on the fifteenth day of June and
December. Capital distributions to unit holders, if any, are made on the last
day of each month to unit holders of record on the fifteenth day of such month
if the amount available for distribution equals at least $.01 per unit.
Notwithstanding, capital distributions, if any, will be made in December of
each year.
Selected data per unit of the Trust
outstanding throughout each period -
<TABLE>
<CAPTION>
Period from
the Initial
Date of Deposit,
Year ended March 31, April 16, 1997, to
2000 1999 March 31, 1998
<S> <C> <C> <C>
Dividend income $.040 .038 .037
Expenses (.055) (.043) (.028)
___________________________________
Investment income (loss) - net (.015) (.005) .009
Distributions to unit holders:
Investment income - net - - (.002)
Principal from investment
transactions (.588) - -
Net gain (loss) on investments 4.988 (2.349) 6.165
___________________________________
Total increase (decrease) in
net assets 4.385 (2.354) 6.172
Net assets:
Beginning of the period 13.368 15.722 9.550
___________________________________
End of the period $17.753 13.368 15.722
===================================
</TABLE>
<PAGE>
Dividend income, Expenses and Investment income (loss) - net per unit have
been calculated based on the weighted-average number of units outstanding
during each period (56,174, 114,826 and 129,135 units in 2000, 1999 and 1998,
respectively). Distributions to unit holders of Investment income - net per
unit reflects the Trust's actual distribution of approximately $.022 per unit
to 89,848 units on June 30, 1997. Distributions to unit holders of Principal
from investment transactions reflects the Trust's distribution of
approximately $.588 per unit to 49,086 units on December 31, 1999. The Net
gain (loss) on investments per unit during the period ended March 31, 1998
includes the effects of changes arising from issuance of 139,124 additional
units during the period at net asset values which differed from the net asset
value per unit of the original 14,946 units ($9.550 per unit) on April 16,
1997.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
OUTSOURCING GROWTH TRUST SERIES
PART ONE
Must be Accompanied by Part Two and Part Three
___________________
P R O S P E C T U S
___________________
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any jurisdiction to any person to whom it is not
lawful to make such offer in such jurisdiction.
This Prospectus does not contain all the information set forth in the
registration statement and exhibits relating thereto, which the Trust has
filed with the Securities and Exchange Commission, Washington, D.C., under the
Securities Act of 1933 and the Investment Company Act of 1940, and to which
reference is hereby made.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
SMALL-CAP GROWTH TRUST SERIES
415,309 UNITS
PROSPECTUS
Part One
Dated July 26, 2000
Note: Part One of this Prospectus may not be distributed unless accompanied by
Part Two and Part Three.
The Trust
The Small-Cap Growth Trust Series (the "Trust") is a unit investment trust
consisting of a portfolio containing common stocks issued by companies which,
at the Initial Date of Deposit, were considered to be small-capitalization
("small-cap") companies. At June 16, 2000, each Unit represented a 1/415,309
undivided interest in the principal and net income of the Trust (see "The
Trust" in Part Two).
The Units being offered by this Prospectus are issued and outstanding Units
which have been purchased by the Sponsor in the secondary market or from the
Trustee after having been tendered for redemption. The profit or loss
resulting from the sale of Units will accrue to the Sponsor. No proceeds from
the sale of Units will be received by the Trust.
Public Offering Price
The Public Offering Price per Unit is equal to the aggregate value of the
Securities in the Portfolio of the Trust, plus or minus cash, if any, in the
Income and Capital Accounts of the Trust divided by the number of Units
outstanding, plus a sales charge of 3.0% of the Public Offering Price (3.093%
of the net amount invested) excluding income and principal cash. At June 16,
2000, the Public Offering Price per Unit was $12.843 (see "Public Offering" in
Part Two). The minimum purchase is $1,000.
Please retain all parts of this Prospectus for future reference.
_____________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
_____________________________________________________________________________
NIKE SECURITIES L.P.
Sponsor
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
SMALL-CAP GROWTH TRUST SERIES
SUMMARY OF ESSENTIAL INFORMATION AS OF JUNE 16, 2000
Sponsor: Nike Securities L.P.
Evaluator: First Trust Advisors L.P.
Trustee: The Chase Manhattan Bank
<TABLE>
<CAPTION>
GENERAL INFORMATION
<S> <C>
Number of Units 415,309
Fractional Undivided Interest in the Trust per Unit 1/415,309
Public Offering Price:
Aggregate Value of Securities in the Portfolio $5,183,910
Aggregate Value of Securities per Unit $12.482
Income and Principal cash (overdraft) in the Portfolio $(10,302)
Income and Principal cash (overdraft) per Unit $(.025)
Sales Charge 3.093% (3.0% of Public Offering Price,
excluding income and principal cash) $.386
Public Offering Price per Unit $12.843
Redemption Price and Sponsor's Repurchase Price per Unit
($.386 less than the Public Offering Price per Unit) $12.457
</TABLE>
Date Trust Established April 16, 1997
Mandatory Termination Date April 15, 2002
Evaluator's Annual Fee: $.0030 per Unit outstanding. Evaluations for
purposes of sale, purchase or redemption of Units are made as of the close of
trading (4:00 p.m. Eastern time) on the New York Stock Exchange on each day on
which it is open.
Supervisory fee payable to Maximum of $.0035 per
an affiliate of the Sponsor Unit outstanding annually
Bookkeeping and administrative expenses Maximum of $.0010 per
payable to the Sponsor Unit outstanding annually
Annual amortization of organization
and offering costs $4,326 annually
Trustee's Annual Fee: $.0096 per Unit outstanding.
Capital Distribution Record Date and Distribution Date: Distributions from
the Capital Account will be made monthly payable on the last day of the month
to Unit holders of record on the fifteenth day of such month if the amount
available for distribution equals at least $.01 per Unit. Notwithstanding,
distributions of funds in the Capital Account, if any, will be made in
December of each year.
Income Distribution Record Date: Fifteenth day of each June and December.
Income Distribution Date: The last day of each June and December.
A Unit holder who owns at least 2,500 Units may request an "In-Kind
Distribution" upon redemption or upon termination of the Trust. See "Rights
of Unit Holders - How are Income and Capital Distributed?" in Part Two.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Unit Holders of The First Trust
Special Situations Trust, Series 193,
Small-Cap Growth Trust Series
We have audited the accompanying statement of assets and liabilities,
including the portfolio, of The First Trust Special Situations Trust, Series
193, Small-Cap Growth Trust Series as of March 31, 2000, and the related
statements of operations and changes in net assets for each of the two years
in the period then ended and for the period from the Initial Date of Deposit,
April 16, 1997, to March 31, 1998. These financial statements are the
responsibility of the Trust's Sponsor. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
March 31, 2000, by correspondence with the Trustee. An audit also includes
assessing the accounting principles used and significant estimates made by the
Sponsor, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The First Trust Special
Situations Trust, Series 193, Small-Cap Growth Trust Series at March 31, 2000,
and the results of its operations and changes in its net assets for each of
the two years in the period then ended and for the period from the Initial
Date of Deposit, April 16, 1997, to March 31, 1998, in conformity with
accounting principles generally accepted in the United States.
ERNST & YOUNG LLP
Chicago, Illinois
July 9, 2000
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
SMALL-CAP GROWTH TRUST SERIES
STATEMENT OF ASSETS AND LIABILITIES
March 31, 2000
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Securities, at market value (cost, $4,420,586)
(Note 1) $5,426,907
Dividends receivable 152
Unamortized deferred organization and offering costs 7,829
Receivable from investment transactions 63,489
Cash 164,080
___________
5,662,457
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND NET ASSETS
<S> <C> <C>
Accrued liabilities 2,129
Unit redemptions payable 64,129
__________
66,258
__________
Net assets, applicable to 432,577 outstanding
units of fractional undivided interest:
Cost of Trust assets (Note 1) $4,420,586
Net unrealized appreciation (Note 2) 1,006,321
Distributable funds 794,139
Less deferred sales charges paid (note 3) (624,847)
___________
$5,596,199
===========
Net asset value per unit $12.937
===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
SMALL-CAP GROWTH TRUST SERIES
PORTFOLIO - See notes to portfolio.
March 31, 2000
<TABLE>
<CAPTION>
Number of Market
shares Name of Issuer of Equity Securities value
<C> <S> <C>
2,960 Belden Wire, Inc. 81,400
7,704 Benchmark Electronics, Inc. 285,048
9,149 Billing Information Concepts 64,327
10,098 Cavalier Homes, Inc. 29,032
8,108 Day Runner, Inc. 14,951
2,851 ENCAD, Inc. 15,681
5,988 Express Scripts, Inc. 251,496
3,050 Fair Isaac & Company, Inc. 118,569
9,287 Fresh America Corporation 34,538
11,623 Gentex Corporation 430,783
10,757 (1) Jack Henry & Associates 396,664
3,984 Innovex, Inc. 38,968
4,761 Integrated Health Services, Inc. 1,238
6,609 MICROS Systems, Inc. 415,957
5,541 Mueller Industries, Inc. 168,308
6,729 NCI Building Systems, Inc. 126,593
6,368 Nova Corporation (Georgia) 185,468
3,047 Nuevo Energy Company 65,510
3,927 OM Group, Inc. 178,678
8,566 Outback Steakhouse, Inc. 274,652
2,947 Radian Group, Inc. (formerly CMAC
Investment Corporation) 140,351
5,227 Roper Industries, Inc. 177,394
3,541 SPSS, Inc. 112,427
7,417 (2) Solectron Corporation 297,147
13,036 Sovereign Bancorp, Inc. 98,591
4,534 Speedway Motorsports, Inc. 113,069
6,398 Sport-Haley, Inc. 31,990
4,127 (3) Supervalu, Inc. 78,157
6,232 Total Renal Care Holdings, Inc. 19,475
4,599 Ultratech Stepper, Inc. 65,536
5,261 UniFirst Corporation 59,186
8,827 (1) Waters Corporation 840,772
5,164 Zions Bancorp 214,951
__________
Total investments $5,426,907
==========
</TABLE>
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
SMALL-CAP GROWTH TRUST SERIES
NOTES TO PORTFOLIO
March 31, 2000
(1) The number of shares reflects the effect of a two for one stock split.
(2) In December 1999, Smart Modular Technologies, Inc. (Smart Modular), one
of the Trust's original holdings, was acquired by Solectron Corporation
(Solectron). Each shareholder of Smart Modular received .51 shares of
Solectron for each share of Smart Modular held. Subsequent to the
acquisition, Solectron effected a two for one stock split.
(3) In September 1999, Richfood Holdings, Inc. (Richfood), one of the
Trust's original holdings, was acquired by Supervalu Inc. (Supervalu).
Each shareholder of Richfood received .8239 shares of Supervalu for each
share of Richfood held.
See accompanying notes to financial statements.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
SMALL-CAP GROWTH TRUST SERIES
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period from
the Initial
Date of Deposit,
April 16, 1997,
Year ended March 31, to March 31,
2000 1999 1998
<S> <C> <C> <C>
Dividends $22,906 43,292 39,551
Expenses:
Trustee's fees and related expenses (10,547) (28,064) (13,152)
Evaluator's fees (1,678) (3,139) (3,443)
Supervisory fees (2,013) (3,662) (4,270)
Administrative fees (629) (1,046) (1,237)
Amortization of organization and
offering costs (4,326) (4,326) (4,148)
__________________________________
Total expenses (19,193) (40,237) (26,250)
__________________________________
Investment income - net 3,713 3,055 13,301
Net gain (loss) on investments:
Net realized gain (loss) 74,061 437,080 403,246
Change in net unrealized appreciation
or depreciation 408,410 (3,097,453) 3,695,364
__________________________________
482,471 (2,660,373) 4,098,610
__________________________________
Net increase (decrease) in net assets
resulting from operations $486,184 (2,657,318) 4,111,911
==================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
SMALL-CAP GROWTH TRUST SERIES
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Period from
the Initial
Date of Deposit,
April 16, 1997,
Year ended March 31, to March 31,
2000 1999 1998
<S> <C> <C> <C>
Net increase (decrease) in net assets
resulting from operations:
Investment income - net $3,713 3,055 13,301
Net realized gain (loss) on investments 74,061 437,080 403,246
Change in net unrealized appreciation
or depreciation on investments 408,410 (3,097,453) 3,695,364
__________________________________
486,184 (2,657,318) 4,111,911
Units issued (1,770,129 units in 1998, net
of deferred sales charges of $619,546) - - 21,248,887
Units redeemed (312,383, 730,236 and
310,080 units in 2000, 1999 and 1998,
respectively) (3,823,964) (9,425,810) (4,156,838)
Distributions to unit holders:
Investment income - net (11,830) - (3,506)
Principal from investment transactions (316,177) - -
__________________________________
(328,007) - (3,506)
__________________________________
Total increase (decrease) in net assets (3,665,787)(12,083,128) 21,200,454
Net assets:
At the beginning of the period
(representing 744,960, 1,475,196 and
15,147 units outstanding at March 31,
1999 and 1998 and April 16,
1997, respectively) 9,261,986 21,345,114 144,660
__________________________________
At the end of the period (including
distributable funds applicable to
Trust units of $794,139, $630,088 and
$634,726 at March 31, 2000, 1999 and
1998, respectively) $5,596,199 9,261,986 21,345,114
==================================
Trust units outstanding at the end of
the period 432,577 744,960 1,475,196
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
SMALL-CAP GROWTH TRUST SERIES
NOTES TO FINANCIAL STATEMENTS
1. Significant accounting policies
Security valuation -
The equity securities are stated at the closing sale prices of listed equity
securities and the bid prices of over-the-counter traded equity securities as
reported by First Trust Advisors L.P. (the Evaluator), an affiliate of the
Sponsor.
Dividend income -
Dividends on each equity security are recognized on such equity security's ex-
dividend date.
Security cost -
Cost of the equity securities is based on the market value of such securities
on the dates the securities were deposited in the Trust. The cost of
securities sold is determined using the average cost method. Sales of
securities are recorded on the trade date.
Federal income taxes -
The Trust is not taxable for Federal income tax purposes. Each unit holder is
considered to be the owner of a pro rata portion of the Trust and,
accordingly, no provision has been made for Federal income taxes.
Expenses of the Trust -
The Trust pays a fee for Trustee services to The Chase Manhattan Bank, which
is based on $.0096 per annum per unit outstanding based on the largest
aggregate number of units outstanding during the year. In addition, the
Evaluator will receive an annual fee based on $.0030 per unit outstanding.
The Trust also pays recurring financial reporting costs, an annual supervisory
fee payable to an affiliate of the Sponsor and an annual administrative fee
payable to the Sponsor.
Organization and offering costs -
The Trust has paid a portion of its organization and offering costs, including
costs of preparing the registration statement, the Trust indenture and other
closing documents, registering units with the Securities and Exchange
Commission and states, the initial audit of the Trust's portfolio, legal fees
and the initial fees and expenses of the Trustee. Such costs, totaling
$21,629, have been deferred and are being amortized over five years from the
Initial Date of Deposit.
<PAGE>
2. Unrealized appreciation and depreciation
An analysis of net unrealized appreciation at March 31, 2000 follows:
<TABLE>
<S> <C>
Unrealized appreciation $2,249,836
Unrealized depreciation (1,243,515)
__________
$1,006,321
==========
</TABLE>
3. Other information
Cost to investors -
The cost to initial investors of units of the Trust was based on the aggregate
underlying value of the equity securities on the date of an investor's
purchase, plus a deferred sales charge of $.35 per unit which was paid to the
Sponsor over a five-month period ending on March 31, 1998, plus an initial
sales charge equal to the difference between the deferred sales charge and the
total sales charge of 4.5% of the public offering price which is equivalent to
approximately 4.615% of the net amount invested, exclusive of the deferred
sales charge.
Distributions to unit holders -
Income distributions to unit holders are made monthly on the last day of June
and December to unit holders of record on the fifteenth day of June and
December. Capital distributions to unit holders, if any, are made on the last
day of each month to unit holders of record on the fifteenth day of such month
if the amount available for distribution equals at least $.01 per unit.
Notwithstanding, capital distributions, if any, will be made in December of
each year.
Selected data per unit of the Trust
outstanding throughout each period -
<TABLE>
<CAPTION>
Period from
the Initial
Date of Deposit,
Year ended March 31, April 16, 1997, to
2000 1999 March 31, 1998
<S> <C> <C> <C>
Dividend income $.040 $.041 .033
Expenses (.034) (.038) (.022)
_________________________________
Investment income - net .006 .003 .011
Distributions to unit holders:
Investment income - net (.024) - (.004)
Principal from investment transactions (.644) - -
Net gain (loss) on investments 1.166 (2.039) 4.912
_________________________________
Total increase (decrease) in net
assets .504 (2.036) 4.919
Net assets:
Beginning of the period 12.433 14.469 9.550
_________________________________
End of the period $12.937 12.433 14.469
=================================
</TABLE>
<PAGE>
Dividend income, Expenses and Investment income - net per unit have been
calculated based on the weighted-average number of units outstanding during
each period (575,039, 1,046,284 and 1,180,758 units in 2000, 1999 and 1998,
respectively). Distributions to unit holders of Investment income - net per
unit reflects the Trust's actual distributions of approximately $.024 per unit
to 490,881 units on December 31, 1999, approximately $.002 per unit to 364,932
units on June 30, 1997 and approximately $.002 per unit to 1,699,975 units on
December 31, 1997. Distributions to unit holders of Principal from investment
transactions reflects the Trust's distribution of approximately $.644 per unit
to 490,881 units on December 31, 1999. The Net gain (loss) on investments per
unit during the period ended March 31, 1998 includes the effects of changes
arising from issuance of 1,770,129 additional units during the period at net
asset values which differed from the net asset value per unit of the original
15,147 units ($9.550 per unit) on April 16, 1997.
<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 193
SMALL-CAP GROWTH TRUST SERIES
PART ONE
Must be Accompanied by Part Two and Part Three
___________________
P R O S P E C T U S
___________________
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any jurisdiction to any person to whom it is not
lawful to make such offer in such jurisdiction.
This Prospectus does not contain all the information set forth in the
registration statement and exhibits relating thereto, which the Trust has
filed with the Securities and Exchange Commission, Washington, D.C., under the
Securities Act of 1933 and the Investment Company Act of 1940, and to which
reference is hereby made.
THE FIRST TRUST SPECIAL SITUATIONS TRUST
FT SERIES
PROSPECTUS NOTE: THIS PART TWO PROSPECTUS MAY
Part Two ONLY BE USED WITH PART ONE
Dated May 31, 2000 AND PART THREE
The FT Series (formerly known as The First Trust Special Situations
Trust) is a unit investment trust. The FT Series has many separate
series. The Part One which accompanies this Part Two describes one such
series of the FT Series. Each series of the FT Series consists of one or
more portfolios ("Trust(s)") which invest in one or more of the
following: common stock ("Equity Securities"), preferred stock
("Preferred Stocks"), trust preferred securities ("Trust Preferred
Securities"), real estate investment trusts ("REITs") and/or closed-end
funds ("Closed-End Funds"). See Part One and Part Three for a more
complete description of the portfolio for each Trust.
All Parts of the Prospectus Should be Retained for Future Reference.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
First Trust (registered trademark)
1-800-621-9533
Page 1
Table of Contents
The FT Series 3
Risk Factors 3
Public Offering 4
Distribution of Units 5
The Sponsor's Profits 6
The Secondary Market 6
How We Purchase Units 6
Expenses and Charges 6
Tax Status 7
Retirement Plans 9
Rights of Unit Holders 9
Income and Capital Distributions 10
Redeeming Your Units 11
Removing Securities from a Trust 12
Amending or Terminating the Indenture 13
Information on the Sponsor, Trustee and Evaluator 13
Other Information 14
Page 2
The FT Series
The FT Series Defined.
We, Nike Securities L.P. (the "Sponsor"), have created hundreds of
similar yet separate series of a unit investment trust which we have
named the FT Series or its predecessor, The First Trust Special
Situations Trust. See Part One for a description of the series and
Trusts for which this Part Two Prospectus relates.
Each Trust was created under the laws of the State of New York by a
Trust Agreement (the "Indenture") dated the Initial Date of Deposit.
This agreement, entered into among Nike Securities L.P., as Sponsor, The
Chase Manhattan Bank as Trustee and First Trust Advisors L.P. as
Portfolio Supervisor and Evaluator, governs the operation of the Trusts.
How We Created the Trusts.
On the Initial Date of Deposit for each Trust, we deposited a portfolio
or portfolios of one or more of following: Equity Securities, Preferred
Stocks, Trust Preferred Securities, Closed-End Funds and/or REITs,
(collectively, the "Securities") with the Trustee and in turn, the
Trustee delivered documents to us representing our ownership of the
Trusts in the form of units ("Units").
See "The Objective of the Trusts" in Part Three for each Trust for a
specific description of such Trust's objective.
We cannot guarantee that a Trust will keep its present size and
composition for any length of time. Since the prices of the Securities
will fluctuate daily, the ratio of Securities in the Trusts, on a market
value basis, will also change daily. Securities may periodically be sold
under certain circumstances, and the proceeds from these sales will be
used to meet Trust obligations or distributed to Unit holders, but will
not be reinvested. However, Securities will not be sold to take
advantage of market fluctuations or changes in anticipated rates of
appreciation or depreciation, or if they no longer meet the criteria by
which they were selected. You will not be able to dispose of or vote any
of the Securities in the Trusts. As the holder of the Securities, the
Trustee will vote all of the Securities and will do so based on our
instructions.
Neither we nor the Trustee will be liable for a failure in any of the
Securities.
Risk Factors
Price Volatility. The Trusts may invest in any of the securities set
forth in "The FT Series." The value of a Trust's Units will fluctuate
with changes in the value of these securities. The prices of securities
fluctuate for several reasons including, the type of security, changes
in investor's perceptions of the financial condition of an issuer or the
general condition of the relevant market, or when political or economic
events effecting the issuers occur. In addition, prices may be
particularly sensitive to rising interest rates, as the cost of capital
rises and borrowing costs increase. However, because preferred stock
dividends are fixed (though not guaranteed) and preferred stocks
typically have superior rights to common stocks in dividend
distributions and liquidation, they are generally less volatile than
common stocks.
Because the Trusts are not managed, the Trustee will not sell securities
in response to or in anticipation of market fluctuations, as is common
in managed investments. As with any investment, we cannot guarantee that
the performance of any Trust will be positive over any period of time,
or that you won't lose money. Units of the Trusts are not deposits of
any bank and are not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.
Certain of the Securities in certain of the Trusts may be issued by
companies with market capitalizations of less than $1 billion. The share
prices of these small-cap companies are often more volatile than those
of larger companies as a result of several factors common to many such
issuers, including limited trading volumes, products or financial
resources, management inexperience and less publicly available
information.
Dividends. There is no guarantee that the issuers of the Equity
Securities will declare dividends in the future or that if declared they
will either remain at current levels or increase over time. In addition,
there is no assurance that the issuers of the Preferred Stocks included
in a Trust will be able to pay dividends at their stated rate in the
future.
Trust Preferred Securities. Certain Trusts may contain trust preferred
securities. Trust preferred securities are limited-life preferred
securities typically issued by corporations, generally in the form of
Page 3
interest-bearing notes or preferred securities, or by an affiliated
business trust of a corporation, generally in the form of beneficial
interests in subordinated debentures or similarly structured securities.
Dividend payments of the trust preferred securities generally coincide
with interest payments on the underlying obligations. Trust preferred
securities generally have a yield advantage over traditional preferred
stocks, but unlike preferred stocks, distributions are treated as
interest rather than dividends for federal income tax purposes and
therefore, are not eligible for the dividends-received deduction. Trust
preferred securities are subject to unique risks which include the fact
that dividend payments will only be paid if interest payments on the
underlying obligations are made, which interest payments are dependent
on the financial condition of the issuer and may be deferred for up to
20 consecutive quarters, and that the underlying obligations, and thus
the trust preferred securities, may be prepaid after a stated call date
or as a result of certain tax or regulatory events.
Closed End Funds. Certain Trusts may contain common stocks issued by
closed-end investment companies. The closed-end investment companies in
turn invest in other securities. Shares of closed-end funds frequently
trade at a discount from their net asset value in the secondary market.
This risk is separate and distinct from the risk that the net asset
value of the closed-end fund shares may decrease. The amount of such
discount from net asset value is subject to change from time to time in
response to various factors.
Real Estate Investment Trusts. Certain Trusts may contain securities
issued by Real Estate Investment Trusts ("REITs"). REITs are financial
vehicles that pool investors' capital to purchase or finance real
estate. REITs may concentrate their investments in specific geographic
areas or in specific property types, i.e., hotels, shopping malls,
residential complexes and office buildings. The value of the REITs and
the ability of the REITs to distribute income may be adversely affected
by several factors, including rising interest rates, changes in the
national, state and local economic climate and real estate conditions,
perceptions of prospective tenants of the safety, convenience and
attractiveness of the properties, the ability of the owner to provide
adequate management, maintenance and insurance, the cost of complying
with the Americans with Disabilities Act, increased competition from new
properties, the impact of present or future environmental legislation
and compliance with environmental laws, changes in real estate taxes and
other operating expenses, adverse changes in governmental rules and
fiscal policies, adverse changes in zoning laws, and other factors
beyond the control of the issuers of the REITs.
Legislation/Litigation. From time to time, various legislative
initiatives are proposed in the United States and abroad which may have
a negative impact on certain of the companies represented in the Trusts.
In addition, litigation regarding any of the issuers of the Securities,
or of the industries represented by such issuers may negatively impact
the share prices of these Securities. We cannot predict what impact any
pending or proposed legislation or pending or threatened litigation will
have on the share prices of the Securities.
Foreign Stocks. Certain of the Securities in certain of the Trusts may
be issued by foreign companies, which makes the Trusts subject to more
risks than if they invested solely in domestic common stocks. These
Securities are either directly listed on a U.S. securities exchange or
are in the form of American Depositary Receipts ("ADRs") which are
listed on a U.S. securities exchange. Risks of foreign common stocks
include higher brokerage costs; different accounting standards;
expropriation, nationalization or other adverse political or economic
developments; currency devaluations, blockages or transfer restrictions;
restrictions on foreign investments and exchange of securities;
inadequate financial information; and lack of liquidity of certain
foreign markets.
Public Offering
The Public Offering Price.
You may buy Units at the Public Offering Price, the per Unit price of
which is comprised of the following:
- The aggregate underlying value of the Securities;
- The amount of any cash in the Income and Capital Accounts;
- Dividends receivable on Securities; and
- The total sales charge.
The price you pay for your Units will differ from the amount stated
under "Summary of Essential Information" in Part One due to various
Page 4
factors, including fluctuations in the prices of the Securities and
changes in the value of the Income and/or Capital Accounts.
Although you are not required to pay for your Units until three business
days following your order (the "date of settlement"), you may pay before
then. You will become the owner of Units ("Record Owner") on the date of
settlement if payment has been received. If you pay for your Units
before the date of settlement, we may use your payment during this time
and it may be considered a benefit to us, subject to the limitations of
the Securities Exchange Act of 1934.
Sales Charges.
The sales charge you will pay will consist of a one-time initial sales
charge as listed in Part One for each Trust. See Part Three "Public
Offering" for additional information for each Trust.
The Value of the Securities.
The Evaluator will appraise the aggregate underlying value of the
Securities in a Trust as of the Evaluation Time on each business day and
will adjust the Public Offering Price of the Units according to this
valuation. This Public Offering Price will be effective for all orders
received before the Evaluation Time on each such day. If we or the
Trustee receive orders for purchases, sales or redemptions after that
time, or on a day which is not a business day, they will be held until
the next determination of price. The term "business day" as used in this
prospectus will exclude Saturdays, Sundays and certain national holidays
on which the NYSE is closed.
The aggregate underlying value of the Securities in a Trust will be
determined as follows: if the Securities are listed on a securities
exchange or The Nasdaq Stock Market, their value is generally based on
the closing sale prices on that exchange or system (unless it is
determined that these prices are not appropriate as a basis for
valuation). However, if there is no closing sale price on that exchange
or system, they are valued based on the closing bid prices. If the
Securities are not so listed, or, if so listed and the principal market
for them is other than on that exchange or system, their value will
generally be based on the current bid prices on the over-the-counter
market (unless it is determined that these prices are not appropriate as
a basis for valuation). If current bid prices are unavailable, the
valuation is generally determined:
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.
Distribution of Units
We intend to qualify Units of the Trusts for sale in a number of states.
All Units will be sold at the then current Public Offering Price.
Dealer Concessions.
Dealers will receive concessions on the sale of Units in the amounts set
forth in Part Three of this prospectus. We reserve the right to change
the amount of concessions or agency commissions from time to time.
Certain commercial banks may be making Units of the Trusts available to
their customers on an agency basis. A portion of the sales charge paid
by these customers is kept by or given to the banks in the amounts shown
above.
Award Programs.
From time to time we may sponsor programs which provide awards to a
dealer's registered representatives who have sold a minimum number of
Units during a specified time period. We may also pay fees to qualifying
dealers for services or activities which are meant to result in sales of
Units of the Trusts. In addition, we will pay to dealers who sponsor
sales contests or recognition programs that conform to our criteria, or
participate in our sales programs, amounts equal to no more than the
total applicable sales charge on Units sold by such persons during such
programs. We make these payments out of our own assets and not out of
Trust assets. These programs will not change the price you pay for your
Units.
Investment Comparisons.
From time to time we may compare the estimated returns of the Trusts
(which may show performance net of the expenses and charges the Trusts
would have incurred) and returns over specified periods of other similar
trusts we sponsor in our advertising and sales materials, with (1)
returns on other taxable investments such as the common stocks
comprising various market indexes, corporate or U.S. Government bonds,
bank CDs and money market accounts or funds, (2) performance data from
Morningstar Publications, Inc. or (3) information from publications such
as Money, The New York Times, U.S. News and World Report, BusinessWeek,
Page 5
Forbes or Fortune. The investment characteristics of each Trust differ
from other comparative investments. You should not assume that these
performance comparisons will be representative of a Trust's future
performance.
The Sponsor's Profits
We will receive a gross sales commission equal to the maximum sales
charge per Unit of a Trust less any reduced sales charge as stated in
Part Three of this prospectus. In maintaining a market for the Units,
any difference between the price at which we purchase Units and the
price at which we sell or redeem them will be a profit or loss to us.
The Secondary Market
Although not obligated, we intend to maintain a market for the Units and
continuously offer to purchase Units at prices based on the Redemption
Price per Unit.
We will pay all expenses to maintain a secondary market, except the
Evaluator fees, Trustee costs to transfer and record the ownership of
Units and costs incurred in annually updating each Trust's registration
statement. We may discontinue purchases of Units at any time. IF YOU
WISH TO DISPOSE OF YOUR UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET
PRICES BEFORE MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE.
How We Purchase Units
The Trustee will notify us of any tender of Units for redemption. If our
bid at that time is equal to or greater than the Redemption Price per
Unit, we may purchase the Units. You will receive your proceeds from the
sale no later than if they were redeemed by the Trustee. We may tender
Units that we hold to the Trustee for redemption as any other Units. If
we elect not to purchase Units, the Trustee may sell tendered Units in
the over-the-counter market, if any. However, the amount you will
receive is the same as you would have received on redemption of the Units.
Expenses and Charges
The estimated annual expenses of each Trust are set forth under "Summary
of Essential Information" in Part One of this prospectus. If actual
expenses of a Trust exceed the estimate, that Trust will bear the
excess. The Trustee will pay operating expenses of a Trust from the
Income Account of such Trust if funds are available, and then from the
Capital Account. The Income and Capital Accounts are noninterest-bearing
to Unit holders, so the Trustee may earn interest on these funds, thus
benefiting from their use.
As Sponsor, we will be compensated for providing bookkeeping and other
administrative services to the Trusts, and will receive brokerage fees
when a Trust uses us (or an affiliate of ours) as agent in buying or
selling Securities. Legal, typesetting, electronic filing and regulatory
filing fees and expenses associated with updating those Trusts'
registration statements yearly are also now chargeable to such Trusts.
Historically, we paid these fees and expenses. First Trust Advisors
L.P., an affiliate of ours, acts as both Portfolio Supervisor and
Evaluator to the Trusts and will receive the fees set forth under
"Summary of Essential Information" in Part One of this prospectus for
providing portfolio supervisory and evaluation services to the Trusts.
In providing portfolio supervisory services, the Portfolio Supervisor
may purchase research services from a number of sources, which may
include underwriters or dealers of the Trusts.
The fees payable to us, First Trust Advisors L.P. and the Trustee are
based on the largest aggregate number of Units of a Trust outstanding at
any time during the calendar year. These fees may be adjusted for
inflation without Unit holders' approval, but in no case will the annual
fees paid to us or our affiliates for providing a given service to all
unit investment trusts for which we provide such services be more than
the actual cost of providing such services in such year.
For certain Trusts, as set forth in the "Summary of Essential
Information" appearing in Part One for such Trusts, expenses incurred in
establishing such Trusts, including costs of preparing the registration
statement, the trust indenture and other closing documents, registering
Units with the Securities and Exchange Commission and states, the
initial audit of the Trust portfolio and the initial fees and expenses
of the Trustee and any other out-of-pocket expenses, have been paid by
the Trust and are being charged off over a period not to exceed five
years from such Trust's Initial Date of Deposit, or over a period not to
exceed the life of the Trust, if shorter than five years.
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In addition to a Trust's operating expenses and those fees described
above, each Trust may also incur the following charges:
- License fees payable by a Trust for the use of certain trademarks and
trade names associated with such Trust, if any;
- All legal and annual auditing expenses of the Trustee according to its
responsibilities under the Indenture;
- The expenses and costs incurred by the Trustee to protect a Trust and
your rights and interests;
- Fees for any extraordinary services the Trustee performed under the
Indenture;
- Payment for any loss, liability or expense the Trustee incurred
without negligence, bad faith or willful misconduct on its part, in
connection with its acceptance or administration of a Trust;
- Payment for any loss, liability or expenses we incurred without
negligence, bad faith or willful misconduct in acting as Depositor of a
Trust; and/or
- All taxes and other government charges imposed upon the Securities or
any part of a Trust.
The above expenses and the Trustee's annual fee are secured by a lien on
the Trusts. Since the dividend income is unpredictable, we cannot
guarantee that dividends will be sufficient to meet any or all expenses
of the Trusts. If there is not enough cash in the Income or Capital
Account, the Trustee has the power to sell Securities in a Trust to make
cash available to pay these charges which may result in capital gains or
losses to you. See "Tax Status."
Each Trust will be audited annually. We will bear the cost of these
annual audits to the extent the costs exceed $0.0050 per Unit.
Otherwise, each Trust will pay for the audit. You can request a copy of
the audited financial statements from the Trustee.
Tax Status
Federal Tax Status.
This section summarizes some of the main U.S. federal income tax
consequences of owning Units of a Trust. This section is current as of
the date of this prospectus. Tax laws and interpretations change
frequently, and these summaries do not describe all of the tax
consequences to all taxpayers. For example, these summaries generally do
not describe your situation if you are a non-U.S. person, a
broker/dealer, or other investor with special circumstances. In
addition, this section does not describe state or foreign taxes. As with
any investment, you should consult your own tax professional about your
particular consequences.
Assets of the Trusts.
Each Trust will hold one or more of the following: (i) stock in domestic
and foreign corporations (the "Stocks"), (ii) interests in real estate
investment trusts (the "REIT Shares"), (iii) Trust Preferred Securities
(the "Debt Obligations") and (iv) shares in funds qualifying as
regulated investment companies (the "RIC Shares"). All of the foregoing
assets constitute the "Trust Assets." For purposes of this federal tax
discussion, it is assumed that the Stocks constitute equity, the Debt
Obligations constitute debt and that the RIC Shares and the REIT Shares
constitute qualifying shares in regulated investment companies and real
estate investment trusts, respectively, for federal income tax purposes.
Trust Status.
Except if indicated otherwise in Part Three of this prospectus, each
Trust will not be taxed as a corporation for federal income tax
purposes. As a Unit owner, you will be treated as the owner of a pro
rata portion of each of the Trust Assets, and as such you will be
considered to have received a pro rata share of income (i.e., interest,
dividends, accruals of original issue discount and market discount, and
capital gains, if any) from each Trust Asset when such income is
considered to be received by the Trust. This is true even if you elect
to have your distributions automatically reinvested into additional
Units.
Your Tax Basis and Income or Loss upon Disposition.
If your Trust disposes of Trust Assets, you will generally recognize
gain or loss. If you dispose of your Units or redeem your Units for
cash, you will also generally recognize gain or loss. To determine the
amount of this gain or loss, you must subtract your tax basis in the
related Trust Assets from your share of the total proceeds received in
the transaction. You can generally determine your initial tax basis in
each Trust Asset by apportioning the cost of your Units, generally
including sales charges, among each Trust Asset ratably according to its
value on the date you acquire your Units. In certain circumstances,
however, you may have to adjust your tax basis after you acquire your
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Units (for example, in the case of certain dividends that exceed a
corporation's accumulated earnings and profits or in the case of
original issue discount, market discount, premium and accrued interest
with regard to the Debt Obligations, as discussed below).
If you are an individual, the maximum marginal federal tax rate for net
capital gain is generally 20% (10% for certain taxpayers in the lowest
tax bracket). Net capital gain equals net long-term capital gain minus
net short-term capital loss for the taxable year. Capital gain or loss
is long-term if the holding period for the asset is more than one year
and is short-term if the holding period for the asset is one year or
less. You must exclude the date you purchase your Units or the date your
Trust purchases a Trust Asset to determine the holding period. The tax
rates for capital gains realized from assets held for one year or less
are generally the same as for ordinary income. The Code may, however,
treat certain capital gains as ordinary income in special situations
(for example, in the case of gain on the Debt Obligations attributable
to market discount). In addition, capital gain received from assets held
for more than one year that is considered "unrecaptured section 1250
gain" (which may be the case, for example, with some capital gains
attributable to the REIT Shares) is taxed at a maximum stated tax rate
of 25%.
Dividends from RIC Shares and REIT Shares.
Some dividends on the REIT Shares or the RIC Shares may qualify as
"capital gain dividends," taxable to you as long-term capital gains. If
you hold a Unit for six months or less or if your Trust holds a RIC
Share or REIT Share for six months or less, any loss incurred by you
related to the disposition of such RIC Share or REIT Share will be
treated as a long-term capital loss to the extent of any long-term
capital gain distributions received (or deemed to have been received)
with respect to such RIC Share or REIT Share. Distributions of income or
capital gains declared on the REIT Shares or the RIC Shares in October,
November or December will be deemed to have been paid to you on December
31 of the year they are declared, even when paid by the REIT or the RIC
during the following January.
Discount, Accrued Interest and Premium on Debt Obligations.
Some Debt Obligations may have been sold with original issue discount.
This generally means that the Debt Obligations were originally issued at
a price below their face (or par) value. Original issue discount accrues
on a daily basis and generally is treated as interest income for federal
income tax purposes. The basis of your Unit and of each Debt Obligation
which was issued with original issue discount must be increased as
original issue discount accrues.
Some Debt Obligations may have been purchased by you or your Trust at a
market discount. Market discount is generally the excess of the stated
redemption price at maturity for the Debt Obligation over the purchase
price of the Debt Obligation (not including unaccrued original issue
discount). Market discount can arise based on the price your Trust pays
for a Debt Obligation or on the price you pay for your Units. Market
discount is taxed as ordinary income. You will recognize this income
when your Trust receives principal payments on the Debt Obligation, when
the Debt Obligation is sold or redeemed, or when you sell or redeem your
Units. Alternatively, you may elect to include market discount in
taxable income as it accrues. Whether or not you make this election will
affect how you calculate your basis and the timing of certain interest
expense deductions.
Alternatively, some Debt Obligations may have been purchased by you or
your Trust at a premium. Generally, if the tax basis of your pro rata
portion of any Debt Obligation exceeds the amount payable at maturity,
such excess is considered premium. You may elect to amortize premium. If
you make this election, you may reduce your interest income received on
the Debt Obligation by the amount of the premium that is amortized and
your tax basis will be reduced.
If the price of your Units included accrued interest on a Debt
Obligation, you must include the accrued interest in your tax basis in
that Debt Obligation. When your Trust receives this accrued interest,
you must treat it as a return of capital and reduce your tax basis in
the Debt Obligation.
This discussion provides only the general rules with respect to the tax
treatment of original issue discount, market discount and premium. The
rules, however, are complex and special rules apply in certain
circumstances. For example, the accrual of market discount or premium
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may differ from the discussion set forth above in the case of Debt
Obligations that were issued with original issue discount.
Dividends Received Deduction.
A corporation that owns Units will generally not be entitled to the
dividends received deduction with respect to many dividends received by
your Trust, because the dividends received deduction is not available
for dividends from most foreign corporations or from REITs.
Distributions on a RIC Share are eligible for the dividends received
deduction only to the extent that the dividends received by the Unit
owner are attributable to dividends received by the RIC itself from
certain domestic corporations and are designated by the RIC as being
eligible for the dividends received deduction. Finally, because the Debt
Obligations are treated as debt (not equity) for federal income tax
purposes, distributions from the Debt Obligations are not eligible for
the dividends received deduction.
In-Kind Distributions.
Under certain circumstances, you may request an In-Kind Distribution of
Trust Assets when you redeem your Units or at your Trust's termination.
By electing to receive an In-Kind Distribution, you will receive an
undivided interest in Trust Assets plus, possibly, cash. You will not
recognize gain or loss if you only receive Trust Assets in exchange for
your pro rata portion of the Trust Assets held by your Trust. However,
if you also receive cash in exchange for a fractional portion of a Trust
Asset, you will generally recognize gain or loss based on the difference
between the amount of cash you receive and your tax basis in such
fractional portion of the Trust Asset.
Limitations on the Deductibility of Trust Expenses.
Generally, for federal income tax purposes, you must take into account
your full pro rata share of your Trust's income, even if some of that
income is used to pay Trust expenses. You may deduct your pro rata share
of each expense paid by your Trust to the same extent as if you directly
paid the expense. You may be required to treat some or all of the
expenses of your Trust as miscellaneous itemized deductions. However,
individuals may only deduct certain miscellaneous itemized deductions to
the extent they exceed 2% of adjusted gross income.
Foreign, State and Local Taxes.
Interest and dividend payments on your Trust Assets of foreign companies
that are paid to your Trust may be subject to foreign withholding taxes.
Any income withheld will still be treated as income to you. Under the
grantor trust rules, you are considered to have paid directly your share
of foreign taxes. Therefore, for U.S. tax purposes, you may be entitled
to a foreign tax credit or deduction for those foreign taxes.
If you are a foreign investor (i.e., an investor other than a U.S.
citizen or resident or a U.S. corporation, partnership, estate or
trust), you will not be subject to U.S. federal income taxes, including
withholding taxes, on some of the income from your Trust or on any gain
from the sale or redemption of your Units, provided that certain
conditions are met. You should consult your tax advisor with respect to
the conditions you must meet in order to be exempt for U.S. tax purposes.
Under the existing income tax laws of the State and City of New York,
your Trust will not be taxed as a corporation, and the income of your
Trust will be treated as the income of the Unit holders in the same
manner as for federal income tax purposes. You should consult your tax
advisor regarding potential foreign, state or local taxation with
respect to your Units.
Retirement Plans
You may purchase Units of the Trusts for:
- Individual Retirement Accounts;
- Keogh Plans;
- Pension funds; and
- Other tax-deferred retirement plans.
Generally, the federal income tax on capital gains and income received
in each of the above plans is deferred until you receive distributions.
These distributions are generally treated as ordinary income but may, in
some cases, be eligible for special averaging or tax-deferred rollover
treatment. Before participating in a plan like this, you should review
the tax laws regarding these plans and consult your attorney or tax
advisor. Brokerage firms and other financial institutions offer these
plans with varying fees and charges.
Rights of Unit Holders
Unit Ownership.
The Trustee will treat as Record Owner of Units persons registered as
such on its books. It is your responsibility to notify the Trustee when
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you become Record Owner, but normally your broker/dealer provides this
notice. You may elect to hold your Units in either certificated or
uncertificated form.
Certificated Units. When you purchase your Units you can request that
they be evidenced by certificates, which will be delivered shortly after
your order. Certificates will be issued in fully registered form,
transferable only on the books of the Trustee in denominations of one
Unit or any multiple thereof. You can transfer or redeem your
certificated Units by endorsing and surrendering the certificate to the
Trustee, along with a written instrument of transfer. You must sign your
name exactly as it appears on the face of the certificate with your
signature guaranteed by an eligible institution. In certain cases the
Trustee may require additional documentation before they will transfer
or redeem your Units.
You may be required to pay a nominal fee to the Trustee for each
certificate reissued or transferred, and to pay any government charge
that may be imposed for each transfer or exchange. If a certificate gets
lost, stolen or destroyed, you may be required to furnish indemnity to
the Trustee to receive replacement certificates. You must surrender
mutilated certificates to the Trustee for replacement.
Uncertificated Units. You may also choose to hold your Units in
uncertificated form. If you choose this option, the Trustee will
establish an account for you and credit your account with the number of
Units you purchase. Within two business days of the issuance or transfer
of Units held in uncertificated form, the Trustee will send you:
- A written initial transaction statement containing a description of
the Trust;
- A list of the number of Units issued or transferred;
- Your name, address and Taxpayer Identification Number ("TIN");
- A notation of any liens or restrictions of the issuer and any adverse
claims; and
- The date the transfer was registered.
Uncertificated Units may be transferred the same way as certificated
Units, except that no certificate needs to be presented to the Trustee.
Also, no certificate will be issued when the transfer takes place unless
you request it. You may at any time request that the Trustee issue
certificates for your Units.
Unit Holder Reports.
In connection with each distribution, the Trustee will provide you with
a statement detailing the per Unit amount of income (if any)
distributed. After the end of each calendar year, the Trustee will
provide you with the following information:
- A summary of transactions in your Trust for the year;
- A list of any Securities sold during the year and the Securities held
at the end of that year by your Trust;
- The Redemption Price per Unit, computed on the 31st day of December of
such year (or the last business day before); and
- Amounts of income and capital distributed during the year.
You may request from the Trustee copies of the evaluations of the
Securities as prepared by the Evaluator to enable you to comply with
federal and state tax reporting requirements.
Income and Capital Distributions
You will begin receiving distributions on your Units only after you
become a Record Owner. The Trustee will credit dividends received on a
Trust's Securities to the Income Account of such Trust. All other
receipts, such as return of capital, are credited to the Capital Account
of such Trust.
The Trustee will distribute any net income in the Income Account on or
near the Income Distribution Dates to Unit holders of record on the
preceding Income Distribution Record Date. See "Summary of Essential
Information" in Part One of this prospectus. No income distribution will
be paid if accrued expenses of a Trust exceed amounts in the Income
Account on the Income Distribution Dates. Distribution amounts will vary
with changes in a Trust's fees and expenses, in dividends received and
with the sale of Securities. The Trustee will distribute amounts in the
Capital Account, net of amounts designated to meet redemptions or pay
expenses on the last day of each month to Unit holders of record on the
fifteenth day of each month provided the amount equals at least $1.00
per 100 Units ($1.00 per 1,000 Units if the Initial Public Offering
Price was approximately $1.00 per Unit). If the Trustee does not have
your TIN, it is required to withhold a certain percentage of your
distribution and deliver such amount to the Internal Revenue Service
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("IRS"). You may recover this amount by giving your TIN to the Trustee,
or when you file a tax return. However, you should check your statements
to make sure the Trustee has your TIN to avoid this "back-up withholding."
Within a reasonable time after a Trust is terminated, you will receive
the pro rata share of the money from the sale of the Securities.
However, if you are eligible, you may elect to receive an In-Kind
Distribution as described under "Amending or Terminating the Indenture."
You will receive a pro rata share of any other assets remaining in your
Trust after deducting any unpaid expenses.
The Trustee may establish reserves (the "Reserve Account") within a
Trust to cover anticipated state and local taxes or any governmental
charges to be paid out of such Trust.
Distribution Reinvestment Option. If applicable, you may elect to have
each distribution of income and/or capital reinvested into additional
Units of your Trust by notifying the Trustee at least 10 days before any
Record Date. Each later distribution of income and/or capital on your
Units will be reinvested by the Trustee into additional Units of your
Trust. There is no sales charge on Units acquired through the
Distribution Reinvestment Option. This option may not be available in
all states.PLEASE NOTE THAT EVEN IF YOU REINVEST DISTRIBUTIONS, THEY ARE
STILL CONSIDERED DISTRIBUTIONS FOR INCOME TAX PURPOSES.See Part Three of
this prospectus to determine whether the distribution reinvestment
option is available for a particular Trust.
Redeeming Your Units
You may redeem all or a portion of your Units at any time by sending the
certificates representing the Units you want to redeem to the Trustee at
its unit investment trust office. If your Units are uncertificated, you
need only deliver a request for redemption to the Trustee. In either
case, the certificates or the redemption request must be properly
endorsed with proper instruments of transfer and signature guarantees as
explained in "Rights of Unit Holders-Unit Ownership" (or by providing
satisfactory indemnity if the certificates were lost, stolen, or
destroyed). No redemption fee will be charged, but you are responsible
for any governmental charges that apply. Three business days after the
day you tender your Units (the "Date of Tender") you will receive cash
in an amount for each Unit equal to the Redemption Price per Unit
calculated at the Evaluation Time on the Date of Tender.
The Date of Tender is considered to be the date on which the Trustee
receives your certificates or redemption request (if such day is a day
the NYSE is open for trading). However, if your certificates or
redemption request are received after 4:00 p.m. Eastern time (or after
any earlier closing time on a day on which the NYSE is scheduled in
advance to close at such earlier time), the Date of Tender is the next
day the NYSE is open for trading.
Any amounts paid on redemption representing income will be withdrawn
from the Income Account if funds are available for that purpose, or from
the Capital Account. All other amounts paid on redemption will be taken
from the Capital Account. The IRS will require the Trustee to withhold a
portion of your redemption proceeds if it does not have your TIN, as
generally discussed under "Income and Capital Distributions."
For certain Trusts, if you tender at least the minimum number of Units
specified in "Summary of Essential Information" in Part One of this
prospectus, rather than receiving cash, you may elect to receive an In-
Kind Distribution in an amount equal to the Redemption Price per Unit by
making this request in writing to the Trustee at the time of tender.
However, no In-Kind Distribution requests submitted during the nine
business days prior to a Trust's Mandatory Termination Date will be
honored. Where possible, the Trustee will make an In-Kind Distribution
by distributing each of the Securities in book-entry form to your bank
or broker/dealer account at the Depository Trust Company. The Trustee
will subtract any customary transfer and registration charges from your
In-Kind Distribution. As a tendering Unit holder, you will receive your
pro rata number of whole shares of the Securities that make up the
portfolio, and cash from the Capital Account equal to the fractional
shares to which you are entitled.
The Trustee may sell Securities to make funds available for redemption.
If Securities are sold, the size and diversification of a Trust will be
reduced. These sales may result in lower prices than if the Securities
were sold at a different time.
Your right to redeem Units (and therefore, your right to receive
payment) may be delayed:
- If the NYSE is closed (other than customary weekend and holiday
closings);
- If the SEC determines that trading on the NYSE is restricted or that
Page 11
an emergency exists making sale or evaluation of the Securities not
reasonably practical; or
- For any other period permitted by SEC order.
The Trustee is not liable to any person for any loss or damage which may
result from such a suspension or postponement.
The Redemption Price.
The Redemption Price per Unit is determined by the Trustee by:
adding
1. cash in the Income and Capital Accounts of a Trust not designated to
purchase Securities;
2. the aggregate value of the Securities held in a Trust; and
3. dividends receivable on the Securities trading ex-dividend as of the
date of computation; and
deducting
1. any applicable taxes or governmental charges that need to be paid out
of a Trust;
2. any amounts owed to the Trustee for its advances;
3. estimated accrued expenses of a Trust, if any;
4. cash held for distribution to Unit holders of record of a Trust as of
the business day before the evaluation being made;
5. liquidation costs for foreign Securities, if any; and
6. other liabilities incurred by a Trust; and
dividing
1. the result by the number of outstanding Units of a Trust.
Removing Securities from a Trust
The portfolios of the Trusts are not managed. However, we may, but are
not required to, direct the Trustee to dispose of a Security in certain
limited circumstances, including situations in which:
- The issuer of the Security defaults in the payment of a declared
dividend;
- Any action or proceeding prevents the payment of dividends;
- There is any legal question or impediment affecting the Security;
- The issuer of the Security has breached a covenant which would affect
the payment of dividends, the issuer's credit standing, or otherwise
damage the sound investment character of the Security;
- The issuer has defaulted on the payment of any other of its
outstanding obligations;
- There has been a public tender offer made for a Security or a merger
or acquisition is announced affecting a Security, and that in our
opinion the sale or tender of the Security is in the best interest of
Unit holders; or
- The price of the Security has declined to such an extent, or such
other credit factors exist, that in our opinion keeping the Security
would be harmful to a Trust.
A Trust may not acquire any securities or other property other than the
Securities. The Trustee, on behalf of the Trusts, will reject any offer
for new or exchanged securities or property in exchange for a Security,
such as those acquired in a merger or other transaction. If such
exchanged securities or property are nevertheless acquired by a Trust,
at our instruction, they will either be sold or held in such Trust. In
making the determination as to whether to sell or hold the exchanged
securities or property we may get advice from each Portfolio Supervisor.
Any proceeds received from the sale of Securities, exchanged securities
or property will be credited to the Capital Account for distribution to
Unit holders or to meet redemption requests. The Trustee may retain and
pay us or an affiliate of ours to act as agent for a Trust to facilitate
selling Securities, exchanged securities or property from the Trusts. If
we or our affiliate act in this capacity, we will be held subject to the
restrictions under the Investment Company Act of 1940, as amended.
The Trustee may sell Securities designated by us or, absent our
direction, at its own discretion, in order to meet redemption requests
or pay expenses. In designating Securities to be sold, we will try to
maintain the proportionate relationship among the Securities. If this is
not possible, the composition and diversification of a Trust may be
changed. To get the best price for a Trust we may specify minimum
amounts (generally 100 shares) in which blocks of Securities are to be
sold. We may consider sales of units of unit investment trusts which we
sponsor when we make recommendations to the Trustee as to which
broker/dealers they select to execute a Trust's portfolio transactions,
or when acting as agent for a Trust in acquiring or selling Securities
on behalf of the Trusts.
Page 12
Amending or Terminating the Indenture
Amendments. The Indenture may be amended by us and the Trustee without
your consent:
- To cure ambiguities;
- To correct or supplement any defective or inconsistent provision;
- To make any amendment required by any governmental agency; or
- To make other changes determined not to be materially adverse to your
best interests (as determined by us and the Trustee).
Termination. As provided by the Indenture, the Trusts will terminate on
the Mandatory Termination Date as stated in the "Summary of Essential
Information" in Part One for each Trust. The Trusts may be terminated
earlier:
- Upon the consent of 100% of the Unit holders of a Trust;
- If the value of the Securities owned by a Trust as shown by any
evaluation is less than the lower of $2,000,000 or 20% of the total
value of Securities deposited in such Trust during the initial offering
period ("Discretionary Liquidation Amount"); or
- In the event that Units of a Trust not yet sold aggregating more than
60% of the Units of such Trust are tendered for redemption by
underwriters, including the Sponsor.
Prior to termination, the Trustee will send written notice to all Unit
holders which will specify how you should tender your certificates, if
any, to the Trustee. For various reasons, a Trust may be reduced below
the Discretionary Liquidation Amount and could therefore be terminated
before the Mandatory Termination Date.
Unless terminated earlier, the Trustee will begin to sell Securities in
connection with the termination of a Trust during the period beginning
nine business days prior to, and no later than, the Mandatory
Termination Date. We will determine the manner and timing of the sale of
Securities. Because the Trustee must sell the Securities within a
relatively short period of time, the sale of Securities as part of the
termination process may result in a lower sales price than might
otherwise be realized if such sale were not required at this time.
If you qualify for an In-Kind Distribution, the Trustee will send you a
form at least 30 days prior to the Mandatory Termination Date which will
enable you to receive an In-Kind Distribution (reduced by customary
transfer and registration charges) rather than the typical cash
distribution. See "Tax Status" for additional information. You must
notify the Trustee at least ten business days prior to the Mandatory
Termination Date if you elect this In-Kind Distribution option. If you
do not elect to participate in the In-Kind Distribution option, you will
receive a cash distribution from the sale of the remaining Securities,
along with your interest in the Income and Capital Accounts, within a
reasonable time after such Trust is terminated. Regardless of the
distribution involved, the Trustee will deduct from the Trusts any
accrued costs, expenses, advances or indemnities provided for by the
Indenture, including estimated compensation of the Trustee and costs of
liquidation and any amounts required as a reserve to pay any taxes or
other governmental charges.
Information on the Sponsor, Trustee and Evaluator
The Sponsor.
We, Nike Securities L.P., specialize in the underwriting, trading and
wholesale distribution of unit investment trusts under the "First Trust"
brand name and other securities. An Illinois limited partnership formed
in 1991, we act as Sponsor for successive series of:
- The First Trust Combined Series
- FT Series (formerly known as The First Trust Special Situations Trust)
- The First Trust Insured Corporate Trust
- The First Trust of Insured Municipal Bonds
- The First Trust GNMA
First Trust introduced the first insured unit investment trust in 1974.
To date we have deposited more than $27 billion in First Trust unit
investment trusts. Our employees include a team of professionals with
many years of experience in the unit investment trust industry.
We are a member of the National Association of Securities Dealers, Inc.
and Securities Investor Protection Corporation. Our principal offices
are at 1001 Warrenville Road, Lisle, Illinois 60532; telephone number
(630) 241-4141. As of December 31, 1999, the total partners' capital of
Nike Securities L.P. was $19,881,035 (audited).
Page 13
This information refers only to us and not to the Trusts or to any
series of the Trusts or to any other dealer. We are including this
information only to inform you of our financial responsibility and our
ability to carry out our contractual obligations. We will provide more
detailed financial information on request.
Code of Ethics. The Sponsor and the Trusts have adopted a code of ethics
requiring the Sponsor's employees who have access to information on
Trust transactions to report personal securities transactions. The
purpose of the code is to avoid potential conflicts of interest and to
prevent fraud, deception or misconduct with respect to the Trusts.
The Trustee.
The Trustee is The Chase Manhattan Bank, with its principal executive
office located at 270 Park Avenue, New York, New York 10017 and its unit
investment trust office at 4 New York Plaza, 6th Floor, New York, New
York, 10004-2413. If you have questions regarding the Trusts, you may
call the Customer Service Help Line at 1-800-682-7520. The Trustee is
supervised by the Superintendent of Banks of the State of New York, the
Federal Deposit Insurance Corporation and the Board of Governors of the
Federal Reserve System.
The Trustee has not participated in selecting the Securities for the
Trusts; it only provides administrative services.
Limitations of Liabilities of Sponsor and Trustee.
Neither we nor the Trustee will be liable for taking any action or for
not taking any action in good faith according to the Indenture. We will
also not be accountable for errors in judgment. We will only be liable
for our own willful misfeasance, bad faith, gross negligence (ordinary
negligence in the Trustee's case) or reckless disregard of our
obligations and duties. The Trustee is not liable for any loss or
depreciation when the Securities are sold. If we fail to act under the
Indenture, the Trustee may do so, and the Trustee will not be liable for
any action it takes in good faith under the Indenture.
The Trustee will not be liable for any taxes or other governmental
charges or interest on the Securities which the Trustee may be required
to pay under any present or future law of the United States or of any
other taxing authority with jurisdiction. Also, the Indenture states
other provisions regarding the liability of the Trustee.
If we do not perform any of our duties under the Indenture or are not
able to act or become bankrupt, or if our affairs are taken over by
public authorities, then the Trustee may:
- Appoint a successor sponsor, paying them a reasonable rate not more
than that stated by the SEC;
- Terminate the Indenture and liquidate the Trusts; or
- Continue to act as Trustee without terminating the Indenture.
The Evaluator.
The Evaluator is First Trust Advisors L.P., an Illinois limited
partnership formed in 1991 and an affiliate of the Sponsor. The
Evaluator's address is 1001 Warrenville Road, Lisle, Illinois 60532.
The Trustee, Sponsor and Unit holders may rely on the accuracy of any
evaluation prepared by the Evaluator. The Evaluator will make
determinations in good faith based upon the best available information,
but will not be liable to the Trustee, Sponsor or Unit holders for
errors in judgment.
Other Information
Legal Opinions.
Our counsel is Chapman and Cutler, 111 W. Monroe St., Chicago, Illinois,
60603. They have passed upon the legality of the Units offered hereby
and certain matters relating to federal tax law. Carter, Ledyard &
Milburn acts as the Trustee's counsel, as well as special New York tax
counsel for the Trusts.
Experts.
Ernst & Young LLP, independent auditors, have audited the Trusts'
statements of net assets, including the schedules of investments,
appearing in each Part One of this prospectus, as set forth in their
report. We've included the Trusts' statements of net assets, including
the schedules of investments, in the prospectus and elsewhere in the
registration statement in reliance on Ernst & Young LLP's report, given
on their authority as experts in accounting and auditing.
Page 14
This page is intentionally left blank.
Page 15
FIRST TRUST (registered trademark)
THE FIRST TRUST SPECIAL SITUATIONS TRUST
FT SERIES
Prospectus
Part Two
Sponsor:
NIKE SECURITIES L.P.
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
1-630-241-4141
Trustee:
The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
1-800-682-7520
24-Hour Pricing Line:
1-800-446-0132
This prospectus contains information relating to the above-mentioned
unit investment trusts, but does not contain all of the information
about this investment company as filed with the Securities and Exchange
Commission in Washington, D.C. under the:
- Securities Act of 1933 (set forth in Part One for each Trust) and
- Investment Company Act of 1940 (file no. 811-05903)
Information about the Trusts, including their Codes of Ethics, can be
reviewed and copied at the Securities and Exchange Commission's Public
Reference Room in Washington D.C. Information regarding the operation of
the Commission's Public Reference Room may be obtained by calling the
Commission at 1-202-942-8090.
Information about the Trusts is available on the EDGAR Database on the
Commission's Internet site at
http://www.sec.gov.
To obtain copies at prescribed rates -
Write: Public Reference Section of the Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0102
e-mail address: [email protected]
May 31, 2000
PLEASE RETAIN ALL PARTS OF THIS PROSPECTUS FOR FUTURE REFERENCE
Page 16
Communications Growth Trust Series
Communications Growth Portfolio Series
The First Trust(registered trademark) Special Situations Trust
FT Series
PROSPECTUS NOTE: THIS PART THREE PROSPECTUS
Part Three MAY ONLY BE USED WITH
Dated July 31, 2000 PART ONE AND PART TWO
The Trusts. The Trusts consist of common stocks of communications
companies, including common stock of foreign issuers in American
Depositary Receipt ("ADR") form. The Trusts do not include Treasury
Obligations. See "Portfolio" appearing in Part One for each Trust.
The Objective of the Trusts. The objective of each Trust is to provide
potential for above-average capital appreciation by investing a Trust's
portfolio in common stocks of communications companies, including common
stock of foreign issuers in American Depositary Receipt ("ADR") form
("Equity Securities"). There is, of course, no guarantee that the
objective of the Trusts will be achieved.
Portfolio. The Trusts consist of different issues of Equity Securities
of communications companies which are listed on a national securities
exchange, The Nasdaq Stock Market or are traded in the over-the-counter
market.
An investment in Units of the Trusts should be made with an
understanding of the problems and risks inherent in the communications
sector in general.
The market for high-technology communications products and services is
characterized by rapidly changing technology, rapid product
obsolescence, cyclical market patterns, evolving industry standards and
frequent new product introductions. The success of the issuers of the
Equity Securities depends in substantial part on the timely and
successful introduction of new products and services. An unexpected
change in one or more of the technologies affecting an issuer's products
or in the market for products based on a particular technology could
have a material adverse affect on an issuer's operating results.
Furthermore, there can be no assurance that the issuers of the Equity
Securities will be able to respond in a timely manner to compete in the
rapidly developing marketplace.
The communications industry is subject to governmental regulation.
However, as market forces develop, the government will continue to
deregulate the communications industry, promoting vigorous economic
competition and resulting in the rapid development of new communications
technologies. The products and services of communications companies may
be subject to rapid obsolescence. These factors could affect the value
of a Trust's Units. For example, while telephone companies in the United
States are subject to both state and federal regulations affecting
permitted rates of returns and the kinds of services that may be
offered, the prohibition against phone companies delivering video
services has been lifted. This creates competition between phone
companies and cable operators and encourages phone companies to
modernize their communications infrastructure. Certain types of
companies represented in a Trust's portfolio are engaged in fierce
competition for a share of the market of their products. As a result,
competitive pressures are intense and the stocks are subject to rapid
price volatility.
ALL PARTS OF THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Page 1
Many communications companies rely on a combination of patents,
copyrights, trademarks and trade secret laws to establish and protect
their proprietary rights in their products and technologies. There can
be no assurance that the steps taken by the issuers of the Equity
Securities to protect their proprietary rights will be adequate to
prevent misappropriation of their technology or that competitors will
not independently develop technologies that are substantially equivalent
or superior to such issuers' technology.
For a discussion of American Depositary Receipts ("ADRs"), see "Risk
Factors" in Part Two of the Prospectus.
Public Offering Price. The applicable sales charge is reduced by a
discount as indicated below for aggregate volume purchases (except for
sales made pursuant to a "wrap fee account" or similar arrangements as
set forth below):
Percent of Percent of
Dollar Amount of Transaction Offering Net Amount
at Public Offering Price* Price Invested
____________________________ __________ __________
$ 50,000 but less than $100,000 0.25% 0.2506%
$100,000 but less than $250,000 0.50% 0.5025%
$250,000 but less than $500,000 1.00% 1.0101%
$500,000 or more 2.00% 2.0408%
* The breakpoint sales charges are also applied on a Unit basis
utilizing a breakpoint equivalent in the above table of $10 per Unit and
will be applied on whichever basis is more favorable to the investor.
The breakpoints will be adjusted to take into consideration purchase
orders stated in dollars which cannot be completely fulfilled due to the
requirement that only whole Units be issued.
Any such reduced sales charge shall be the responsibility of the selling
broker/dealer, bank or other selling agent. The reduced sales charge
structure will apply on all purchases of Units in a Trust by the same
person on any one day from any one broker/dealer, bank or other selling
agent. Additionally, Units purchased in the name of the spouse of a
purchaser or in the name of a child of such purchaser under 21 years of
age will be deemed, for the purposes of calculating the applicable sales
charge, to be additional purchases by the purchaser. The reduced sales
charges will also be applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary
account. The purchaser must inform the broker/dealer, bank or other
selling agent of any such combined purchase prior to the sale in order
to obtain the indicated discount. In addition, with respect to the
employees, officers and directors (including their immediate family
members, defined as spouses, children, grandchildren, parents,
grandparents, siblings, mothers-in-law, fathers-in-law, sons-in-law and
daughters-in-law, and trustees, custodians or fiduciaries for the
benefit of such persons) of the Sponsor, broker/dealers, banks or other
selling agents and their subsidiaries and vendors providing services to
the Sponsor, Units may be purchased at the Public Offering Price less
the concession the Sponsor typically allows to dealers and other selling
agents.
Units may be purchased at the Public Offering Price less the concession
the Sponsor typically allows to dealers and other selling agents for
purchases by investors who purchase Units through registered investment
advisers, certified financial planners or registered broker/dealers who
in each case either charge periodic fees for financial planning,
investment advisory or asset management services, or provide such
services in connection with the establishment of an investment account
for which a comprehensive "wrap fee" charge is imposed.
It is the intention of the Sponsor to qualify Units of the Trusts for
sale in a number of states. Sales will be made to dealers and other
selling agents at prices which represent a concession or agency
commission of 65% of the then current maximum sales charge.
Page 2
Communications Growth Trust Series
Communications Growth Portfolio Series
The First Trust(registered trademark) Special Situations Trust
FT Series
PART THREE PROSPECTUS
Must be Accompanied by Parts One and Two
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO, WHICH THE TRUST
HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940,
AND TO WHICH REFERENCE IS HEREBY MADE.
PLEASE RETAIN ALL PARTS OF THIS PROSPECTUS FOR FUTURE REFERENCE.
Page 3
ENERGY GROWTH TRUST SERIES
The First Trust (registered trademark) Special Situations Trust
FT Series
PROSPECTUS NOTE: THIS PART THREE PROSPECTUS
Part Three MAY ONLY BE USED WITH
Dated July 31, 2000 PART ONE AND PART TWO
The Trusts. The Trusts consist of common stocks issued by energy
companies, including common stock of foreign issuers in American
Depositary Receipt ("ADR") form. The Trusts do not include Treasury
Obligations. See "Portfolio" appearing in Part One for each Trust.
The Objective of the Trusts. The objective of each Trust is to provide
potential for above-average capital appreciation by investing a Trust's
portfolio in common stocks issued primarily by energy companies, which,
on the Initial Date of Deposit, the Sponsor believed were positioned to
take advantage of the world's increasing demand for energy, including
common stock of foreign issuers in American Depositary Receipt ("ADR")
form ("Equity Securities"). There is, of course, no guarantee that the
objective of the Trusts will be achieved.
Portfolio. The Trusts consist of different issues of Equity Securities
which are listed on a national securities exchange, The Nasdaq Stock
Market or are traded in the over-the-counter market.
An investment in Units of a Trust should be made with an understanding
of the problems and risks such an investment may entail.
The Trusts invest in Equity Securities of companies involved in the
energy industry. The business activities of companies held in the Trusts
may include: production, generation, transmission, marketing, control,
or measurement of energy or energy fuels; providing component parts or
services to companies engaged in the above activities; energy research
or experimentation; and environmental activities related to the solution
of energy problems, such as energy conservation and pollution control.
Companies participating in new activities resulting from technological
advances or research discoveries in the energy field were also
considered for the Trusts.
The securities of companies in the energy field are subject to changes
in value and dividend yield which depend, to a large extent, on the
price and supply of energy fuels. Swift price and supply fluctuations
may be caused by events relating to international politics, energy
conservation, the success of exploration projects, and tax and other
regulatory policies of various governments. As a result of the
foregoing, the Equity Securities in the Trusts may be subject to rapid
price volatility. The Sponsor is unable to predict what impact the
foregoing factors will have on the Equity Securities during the life of
the Trusts.
According to the U.S. Department of Commerce, the factors which will
most likely shape the energy industry 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.
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
ALL PARTS OF THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Page 1
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
prevented, during the Persian Gulf crisis, and continues to prevent,
severe market disruption. Although unused capacity contributed to market
stability in 1990 and 1991, it ordinarily creates pressure to
overproduce and contributes to market uncertainty. The restoration of a
large portion of Kuwait and Iraq's production and export capacity 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. Because of the 1990-1991 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
occasion as a result of weak prices, even in the absence of supplies
from Kuwait and 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 large increases
in world oil demand and to compensate for expected sharp drops in U.S.
crude oil production and exports from the 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 profits, smaller refiners may
be forced out of the industry entirely. Moreover, lower consumer demand
due to increases in energy efficiency and conservation, gasoline
reformulations that call for less crude oil, warmer winters or a general
slowdown in economic growth in this country and abroad could negatively
affect the price of oil and the profitability of oil companies. No
assurance can be given that the demand for or prices of oil will
increase or that any increases 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 to significantly affect production, the concomitant volatility
of crude oil prices, 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
products 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.
For a discussion of American Depositary Receipts ("ADRs"), see "Risk
Factors" in Part Two of the Prospectus.
Public Offering Price. The applicable sales charge is reduced by a
discount as indicated below for aggregate volume purchases (except for
sales made pursuant to a "wrap fee account" or similar arrangements as
set forth below):
Page 2
Percent of Percent of
Dollar Amount of Transaction Offering Net Amount
at Public Offering Price* Price Invested
_______________ __________ __________
$ 50,000 but less than $100,000 0.25% 0.2506%
$100,000 but less than $250,000 0.50% 0.5025%
$250,000 but less than $500,000 1.00% 1.0101%
$500,000 or more 2.00% 2.0408%
*The breakpoint sales charges are also applied on a Unit basis utilizing
a breakpoint equivalent in the above table of $10 per Unit and will be
applied on whichever basis is more favorable to the investor. The
breakpoints will be adjusted to take into consideration purchase orders
stated in dollars which cannot be completely fulfilled due to the
requirement that only whole Units be issued.
It is the intention of the Sponsor to qualify Units of the Trusts for
sale in a number of states. Sales will be made to dealers and other
selling agents at prices which represent a concession or agency
commission of 65% of the then current maximum sales charge.
Any such reduced sales charge shall be the responsibility of the selling
broker/dealer, bank or other selling agent. The reduced sales charge
structure will apply on all purchases of Units of a Trust by the same
person on any one day from any one broker/dealer, bank or other selling
agent. Additionally, Units purchased in the name of the spouse of a
purchaser or in the name of a child of such purchaser under 21 years of
age will be deemed, for the purposes of calculating the applicable sales
charge, to be additional purchases by the purchaser. The reduced sales
charges will also be applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary
account. The purchaser must inform the broker/dealer, bank or other
selling agent of any such combined purchase prior to the sale in order
to obtain the indicated discount. In addition, with respect to the
employees, officers and directors (including their immediate family
members, defined as spouses, children, grandchildren, parents,
grandparents, siblings, mothers-in-law, fathers-in-law, sons-in-law and
daughters-in-law, and trustees, custodians or fiduciaries for the
benefit of such persons) of the Sponsor, broker/dealers, banks or other
selling agents and their subsidiaries and vendors providing services to
the Sponsor, Units may be purchased at the Public Offering Price less
the concession the Sponsor typically allows to dealers and other selling
agents.
Units may be purchased at the Public Offering Price less the concession
the Sponsor typically allows to dealers and other selling agents for
purchases by investors who purchase Units through registered investment
advisers, certified financial planners or registered broker/dealers who
in each case either charge periodic fees for financial planning,
investment advisory or asset management services, or provide such
services in connection with the establishment of an investment account
for which a comprehensive "wrap fee" charge is imposed.
Page 3
Energy Growth Trust Series
The First Trust (registered trademark) Special Situations Trust
FT Series
PART THREE PROSPECTUS
Must be Accompanied by Parts One and Two
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO, WHICH THE TRUST
HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940,
AND TO WHICH REFERENCE IS HEREBY MADE.
PLEASE RETAIN ALL PARTS OF THIS PROSPECTUS FOR FUTURE REFERENCE.
Page 4
INVESTMENT SERVICES GROWTH TRUST SERIES
The First Trust(registered trademark) Special Situations Trust
FT Series
PROSPECTUS NOTE: THIS PART THREE PROSPECTUS
Part Three MAY ONLY BE USED WITH
Dated March 31, 2000 PART ONE AND PART TWO
The Trusts. The Trusts consist of common stocks of brokerage and
investment services companies. The Trusts do not include Treasury
Obligations. See "Portfolio" appearing in Part One for each Trust.
The Objective of the Trusts. The objective of each Trust is to provide
the potential for above-average capital appreciation by investing a
Trust's portfolio in common stocks issued by brokerage and investment
services companies ("Equity Securities") which the Sponsor believes are
experiencing record-setting earnings and profits growth. There is, of
course, no guarantee that the objective of the Trusts will be achieved.
Portfolio. The Trusts contain different issues of Equity Securities
which are listed on a national securities exchange or The Nasdaq Stock
Market or are traded in the over-the-counter market. Each Trust's
portfolio is diversified with companies which are engaged in stock
brokerage, commodity brokerage, investment banking, tax-advantaged
investment or investment sales, investment management or related
investment advisory services. The companies selected for the Trusts have
been researched and evaluated using database screening techniques,
fundamental analysis and the judgment of the Sponsor's research experts.
At the Initial Date of Deposit, the Sponsor believed that these
companies had above-average growth prospects for both sales and earnings
and established market shares for their services.
Although both U.S. and foreign markets have recently experienced
substantial volatility and significant declines, an unprecedented long-
running bull market, stable interest rates and low inflation are among
the favorable factors influencing the brokerage and investment services
industry's record-setting earnings/profits boom. Their stocks,
historically, have outperformed market averages; and although past
performance is no guarantee of future results, the Sponsor believes this
trend should continue while the investment climate is favorable. Many
brokerage/investment services firms are setting their prospects
overseas. Industry giants with formidable multi-dimensional and global
profit-generating capabilities are buying out brokerage firms in many
countries, while others are entering into joint ventures with their
foreign counterparts. Gaining a global foothold has, in many cases,
bolstered earnings, profits and stock prices. Late in 1996, the Federal
Reserve loosened its limitations on banks underwriting securities, which
will allow banks to acquire brokerage firms. Brokerage firms should also
benefit from recently enacted capital-gains tax cuts.
An investment in Units of a Trust should be made with an understanding
of the problems and risks such an investment may entail. The Trusts
consist of companies engaged in investment banking/brokerage and
investment management. Such companies include brokerage firms,
broker/dealers, investment banks, finance companies and mutual fund
companies. Earnings and share prices of companies in this industry are
quite volatile, and often exceed the volatility levels of the market as
a whole. Recently, ongoing consolidation in the industry and the strong
stock market has benefited stocks which investors believe will benefit
from greater investor and issuer activity. Major determinants of future
earnings of these companies are the direction of the stock market,
investor confidence, equity transaction volume, the level and direction
of long-term and short-term interest rates, and the outlook for emerging
markets. Negative trends in any of these earnings determinants could
have a serious adverse effect on the financial stability, as well as the
stock prices, of these companies. Furthermore, there can be no assurance
that the issuers of the
ALL PARTS OF THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Page 1
Equity Securities included in the Trusts will be able to respond in a
timely manner to compete in the rapidly developing marketplace. In
addition to the foregoing, profit margins of these companies continue to
shrink due to the commoditization of traditional businesses, new
competitors, capital expenditures on new technology and the pressures to
compete globally.
Public Offering. The applicable sales charge is reduced by a discount as
indicated below for aggregate volume purchases (except for sales made
pursuant to a "wrap fee account" or similar arrangements as set forth
below):
Percent of Percent of
Dollar Amount of Transaction Offering Net Amount
at Public Offering Price* Price Invested
____________________________ __________ __________
$ 50,000 but less than $100,000 0.25% 0.2506%
$100,000 but less than $250,000 0.50% 0.5025%
$250,000 but less than $500,000 1.00% 1.0101%
$500,000 or more 2.00% 2.0408%
* The breakpoint sales charges are also applied on a Unit basis
utilizing a breakpoint equivalent in the above table of $10 per Unit and
will be applied on whichever basis is more favorable to the investor.
The breakpoints will be adjusted to take into consideration purchase
orders stated in dollars which cannot be completely fulfilled due to the
requirement that only whole Units be issued.
Sales will be made to dealers and other selling agents at prices which
reflect a concession or agency commission of 65% of the maximum sales
charge.
Any such reduced sales charge shall be the responsibility of the selling
broker/dealer, bank or other selling agent. The reduced sales charge
structure will apply on all purchases of Units of a Trust by the same
person on any one day from any one broker/dealer, bank or other selling
agent. Additionally, Units purchased in the name of the spouse of a
purchaser or in the name of a child of such purchaser under 21 years of
age will be deemed, for the purposes of calculating the applicable sales
charge, to be additional purchases by the purchaser. The reduced sales
charges will also be applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary
account. The purchaser must inform the broker/dealer, bank or other
selling agent of any such combined purchase prior to the sale in order
to obtain the indicated discount. In addition, with respect to the
employees, officers and directors (including their immediate family
members, defined as spouses, children, grandchildren, parents,
grandparents, siblings, mothers-in-law, fathers-in-law, sons-in-law and
daughters-in-law, and trustees, custodians or fiduciaries for the
benefit of such persons) of the Sponsor and broker/dealers, banks or
other selling agents and their subsidiaries and vendors providing
services to the Sponsor, Units may be purchased at the Public Offering
Price less the concession the Sponsor typically allows to dealers and
other selling agents.
Units may be purchased at the Public Offering Price less the concession
the Sponsor typically allows to dealers and other selling agents (see
"Public Offering-How are Units Distributed?" in Part Two of this
Prospectus) for purchases by investors who purchase Units through
registered investment advisers, certified financial planners or
registered broker/dealers who in each case either charge periodic fees
for financial planning, investment advisory or asset management
services, or provide such services in connection with the establishment
of an investment account for which a comprehensive "wrap fee" charge is
imposed.
Page 2
Investment Services Growth Trust Series
The First Trust(registered trademark) Special Situations Trust
FT Series
PART THREE PROSPECTUS
Must be Accompanied by Parts One and Two
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO, WHICH THE TRUST
HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940,
AND TO WHICH REFERENCE IS HEREBY MADE.
PLEASE RETAIN ALL PARTS OF THIS PROSPECTUS FOR FUTURE REFERENCE.
Page 3
OUTSOURCING GROWTH TRUST SERIES
The First Trust (registered trademark) Special Situations Trust
PROSPECTUS NOTE: THIS PART THREE PROSPECTUS
Part Three MAY ONLY BE USED WITH
Dated July 31, 2000 PART ONE AND PART TWO
The Trusts. The Trusts consist of common stocks issued by outsourcing
companies. The Trusts do not include Treasury Obligations. See
"Portfolio" appearing in Part One for each Trust.
The Objective of the Trusts. The objective of each Trust is to provide
above-average capital appreciation potential by investing a Trust's
portfolio in common stocks of outsourcing companies ("Equity
Securities"). There is, of course, no guarantee that the objective of
the Trusts will be achieved.
Portfolio. The Trusts consist of different issues of Equity Securities
which are listed on a national securities exchange, The Nasdaq Stock
Market or are traded in the over-the-counter market.
An investment in Units of a Trust should be made with an understanding
of the problems and risks such an investment may entail. The Trusts
consist of companies engaged in providing specialized, vendor-supplied
services, such as temporary staffing, information technology services,
electronics manufacturing services, and industrial services. Companies
in this field are subject to rapidly changing technology, cyclical
market patterns, evolving industry standards, economic recession in the
industries they service, shifting corporate trends regarding the hiring
of vendors and general stock market volatility. An unexpected change in
one or more of the foregoing factors may have a material adverse affect
on an issuer's operating results. Furthermore, there can be no assurance
that the issuers of the Equity Securities will be able to respond timely
to compete in the rapidly developing marketplace.
Public Offering Price. The applicable sales charge is reduced by a
discount as indicated below for aggregate volume purchases (except for
sales made pursuant to a "wrap fee account" or similar arrangements as
set forth below):
Percent of Percent of
Dollar Amount of Transaction Offering Net Amount
at Public Offering Price* Price Invested
_______________ __________ __________
$ 50,000 but less than $100,000 0.25% 0.2506%
$100,000 but less than $250,000 0.50% 0.5025%
$250,000 but less than $500,000 1.00% 1.0101%
$500,000 or more 2.00% 2.0408%
*The breakpoint sales charges are also applied on a Unit basis utilizing
a breakpoint equivalent in the above table of $10 per Unit and will be
applied on whichever basis is more favorable to the investor. The
breakpoints will be adjusted to take into consideration purchase orders
stated in dollars which cannot be completely fulfilled due to the
requirement that only whole Units be issued.
ALL PARTS OF THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Page 1
It is the intention of the Sponsor to qualify Units of the Trusts for
sale in a number of states. Sales will be made to dealers and other
selling agents at prices which represent a concession or agency
commission of 65% of the then current maximum sales charge.
Any such reduced sales charge shall be the responsibility of the selling
broker/dealer, bank or other selling agent. The reduced sales charge
structure will apply on all purchases of Units of a Trust by the same
person on any one day from any one broker/dealer, bank or other selling
agent. Additionally, Units purchased in the name of the spouse of a
purchaser or in the name of a child of such purchaser under 21 years of
age will be deemed, for the purposes of calculating the applicable sales
charge, to be additional purchases by the purchaser. The reduced sales
charges will also be applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary
account. The purchaser must inform the broker/dealer, bank or other
selling agent of any such combined purchase prior to the sale in order
to obtain the indicated discount. In addition, with respect to the
employees, officers and directors (including their immediate family
members, defined as spouses, children, grandchildren, parents,
grandparents, siblings, mothers-in-law, fathers-in-law, sons-in-law and
daughters-in-law, and trustees, custodians or fiduciaries for the
benefit of such persons) of the Sponsor, broker/dealers, banks or other
selling agents and their subsidiaries and vendors providing services to
the Sponsor, Units may be purchased at the Public Offering Price less
the concession the Sponsor typically allows to dealers and other selling
agents.
Units may be purchased at the Public Offering Price less the concession
the Sponsor typically allows to dealers and other selling agents for
purchases by investors who purchase Units through registered investment
advisers, certified financial planners or registered broker/dealers who
in each case either charge periodic fees for financial planning,
investment advisory or asset management services, or provide such
services in connection with the establishment of an investment account
for which a comprehensive "wrap fee" charge is imposed.
Page 2
Outsourcing Growth Trust Series
The First Trust (registered trademark) Special Situations Trust
PART THREE PROSPECTUS
Must be Accompanied by Parts One and Two
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO, WHICH THE TRUST
HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940,
AND TO WHICH REFERENCE IS HEREBY MADE.
PLEASE RETAIN ALL PARTS OF THIS PROSPECTUS FOR FUTURE REFERENCE.
Page 3
SMALL-CAP GROWTH TRUST SERIES
The First Trust (registered trademark) Special Situations Trust
FT Series
PROSPECTUS NOTE: THIS PART THREE PROSPECTUS
Part Three MAY ONLY BE USED WITH
Dated July 31, 2000 PART ONE AND PART TWO
The Trusts. The Trusts consist of common stocks of 40 small
capitalization companies. The Trusts do not include Treasury
Obligations. See "Portfolio" appearing in Part One for each Trust.
The Objective of the Trusts. The objective of each Trust is to provide
above-average capital appreciation potential by investing a Trust's
portfolio in common stocks of 40 small capitalization companies which,
on the Initial Date of Deposit, the Sponsor believed had substantial
growth potential ("Equity Securities"). There is, of course, no
guarantee that the objective of the Trusts will be achieved.
Portfolio. The Trusts consist of different issues of Equity Securities
which are listed on a national securities exchange, The Nasdaq Stock
Market or are traded in the over-the-counter market.
An investment in Units of a Trust should be made with an understanding
of the problems and risks such an investment may entail. While
historically small-cap company stocks have outperformed the stocks of
large companies, the former have customarily involved more investment
risk as well. Small-cap companies may have limited product lines,
markets or financial resources; may lack management depth or experience;
and may be more vulnerable to adverse general market or economic
developments than large companies. Some of the companies in which the
Trusts may invest may distribute, sell or produce products which have
recently been brought to market and may be dependent on key personnel.
The prices of small company securities are often more volatile than
prices associated with large company issues, and can display abrupt or
erratic movements at times, due to limited trading volumes and less
publicly available information. Also, because small cap companies
normally have fewer shares outstanding and these shares trade less
frequently than large companies, it may be more difficult for the Trusts
to buy and sell significant amounts of such shares without an
unfavorable impact on prevailing market prices. The securities of small
companies are often traded over-the-counter and may not be traded in the
volumes typical on a national securities exchange.
Public Offering Price. The applicable sales charge is reduced by a
discount as indicated below for aggregate volume purchases (except for
sales made pursuant to a "wrap fee account" or similar arrangements as
set forth below):
Percent of Percent of
Dollar Amount of Transaction Offering Net Amount
at Public Offering Price* Price Invested
_______________ __________ __________
$ 50,000 but less than $100,000 0.25% 0.2506%
$100,000 but less than $250,000 0.50% 0.5025%
$250,000 but less than $500,000 1.00% 1.0101%
$500,000 or more 2.00% 2.0408%
*The breakpoint sales charges are also applied on a Unit basis utilizing
a breakpoint equivalent in the above table of $10 per Unit and will be
applied on whichever basis is more favorable to the investor. The
breakpoints will be adjusted to take into consideration purchase orders
stated in dollars which cannot be completely fulfilled due to the
requirement that only whole Units be issued.
ALL PARTS OF THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Page 1
It is the intention of the Sponsor to qualify Units of the Trusts for
sale in a number of states. Sales will be made to dealers and other
selling agents at prices which represent a concession or agency
commission of 65% of the then current maximum sales charge.
Any such reduced sales charge shall be the responsibility of the selling
broker/dealer, bank or other selling agent. The reduced sales charge
structure will apply on all purchases of Units of a Trust by the same
person on any one day from any one broker/dealer, bank or other selling
agent. Additionally, Units purchased in the name of the spouse of a
purchaser or in the name of a child of such purchaser under 21 years of
age will be deemed, for the purposes of calculating the applicable sales
charge, to be additional purchases by the purchaser. The reduced sales
charges will also be applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary
account. The purchaser must inform the broker/dealer, bank or other
selling agent of any such combined purchase prior to the sale in order
to obtain the indicated discount. In addition, with respect to the
employees, officers and directors (including their immediate family
members, defined as spouses, children, grandchildren, parents,
grandparents, siblings, mothers-in-law, fathers-in-law, sons-in-law and
daughters-in-law, and trustees, custodians or fiduciaries for the
benefit of such persons) of the Sponsor, broker/dealers, banks or other
selling agents and their subsidiaries and vendors providing services to
the Sponsor, Units may be purchased at the Public Offering Price less
the concession the Sponsor typically allows to dealers and other selling
agents.
Units may be purchased at the Public Offering Price less the concession
the Sponsor typically allows to dealers and other selling agents for
purchases by investors who purchase Units through registered investment
advisers, certified financial planners or registered broker/dealers who
in each case either charge periodic fees for financial planning,
investment advisory or asset management services, or provide such
services in connection with the establishment of an investment account
for which a comprehensive "wrap fee" charge is imposed.
Page 2
Small-Cap Growth Trust Series
The First Trust (registered trademark) Special Situations Trust
FT Series
PART THREE PROSPECTUS
Must be Accompanied by Parts One and Two
SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675
TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603
LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005
INDEPENDENT Ernst & Young LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO, WHICH THE TRUST
HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940,
AND TO WHICH REFERENCE IS HEREBY MADE.
PLEASE RETAIN ALL PARTS OF THIS PROSPECTUS FOR FUTURE REFERENCE.
Page 3
CONTENTS OF POST-EFFECTIVE AMENDMENT
OF REGISTRATION STATEMENT
This Post-Effective Amendment of Registration Statement
comprises the following papers and documents:
The facing sheet
The prospectus
The signatures
The Consent of Independent Auditors
S-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, The First Trust Special Situations Trust Series
193 COMMUNICATIONS GROWTH TRUST SERIES; ENERGY GROWTH TRUST,
SERIES 2; INVESTMENT SERVICES GROWTH TRUST SERIES; OUTSOURCING
GROWTH TRUST SERIES ; SMALL-CAP 50 GROWTH, certifies that it
meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Post-Effective
Amendment of its Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized in the
Village of Lisle and State of Illinois on July 31, 2000.
The First Trust Special Situations Trust
Series 193
COMMUNICATIONS GROWTH TRUST SERIES
ENERGY GROWTH TRUST, SERIES 2
INVESTMENT SERVICES GROWTH TRUST SERIES
OUTSOURCING GROWTH TRUST SERIES
SMALL-CAP 50 GROWTH
(Registrant)
By NIKE SECURITIES L.P.
(Depositor)
By Robert M. Porcellino
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment of Registration Statement has been
signed below by the following person in the capacity and on the
date indicated:
Signature Title Date
David J. Allen Sole Director of )
Nike Securities )
Corporation, ) July 31, 2000
the General Partner )
of Nike Securities L.P. )
)
) Robert M. Porcellino
) Attorney-in-Fact**
* The title of the person named herein represents his capacity
in and relationship to Nike Securities L.P., Depositor.
** An executed copy of the related power of attorney was filed
with the Securities and Exchange Commission in connection
with the Amendment No. 1 to Form S-6 of The First Trust
Combined Series 258 (File No. 33-63483) and the same is
hereby incorporated herein by this reference.
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated July 9, 2000 in this
Post-Effective Amendment to the Registration Statement and
related Prospectus of The First Trust Special Situations Trust
Series dated July 26, 2000.
ERNST & YOUNG LLP
Chicago, Illinois
July 25, 2000
