<PAGE>
40 Act File No. 811-08103
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-6
For Registration under the Securities Act of 1933 of Securities of Unit
Investment Trusts Registered on Form
N-8B-2.
A. Exact Name of Trust: NUVEEN UNIT TRUST, SERIES 2
B. Name of Depositor: JOHN NUVEEN & CO. INCORPORATED
C. Complete address of Depositor's principal executive offices:
333 West Wacker Drive
Chicago, Illinois 60606
D. Name and complete address of agents for service:
JOHN NUVEEN & CO. INCORPORATED
Attention: Gifford R. Zimmerman
333 West Wacker Drive
Chicago, Illinois 60606
CHAPMAN AND CUTLER
Attention: Eric F. Fess
111 West Monroe Street
Chicago, Illinois 60603
It is proposed that this filing will become effective (check appropriate box)
( ) immediately upon filing pursuant to paragraph (b)
( ) on (date) pursuant to paragraph (b)
( ) 60 days after filing pursuant to paragraph (a)
( ) on (date) pursuant to paragraph (a) of Rule (485 or 486)
E. Title and amount of securities being registered: An indefinite number of
Units pursuant to Rule 24f-2 promulgated under the Investment Company Act of
1940, as amended.
F. Proposed maximum offering price to the public of the securities being
registered: Indefinite
G. Amount of filing fee: $0.00
H. Approximate date of proposed sale to the public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE
DATE OF THE REGISTRATION STATEMENT
( ) Check box if it is proposed that this filing will become effective on
(date) at (time) pursuant to Rule 487.
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
NUVEEN UNIT TRUST, SERIES 2
CROSS-REFERENCE SHEET
PURSUANT TO RULE 404(C) OF REGULATION C
UNDER THE SECURITIES ACT OF 1933
(FORM N-8B-2 ITEMS REQUIRED BY INSTRUCTION 1 AS
TO PROSPECTUS ON FORM S-6)
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of trust ) Prospectus Cover Page
(b) Title of securities issued )
2. Name and address of Depositor ) Information About The Sponsor
3. Name and address of Trustee ) Information About The Sponsor
4. Name and address of principal ) Information About The Sponsor
Underwriter )
5. Organization of trust ) Nuveen Unit Trusts
6. Execution and termination of ) Nuveen Unit Trusts
Trust Agreement ) Information About The Trustee
) Other Information
7. Changes of Name )
8. Fiscal Year )
9. Litigation )
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
10. General information regarding ) Summary of Portfolios.
trust's securities ) Composition of Trusts
) Distributions To Unitholders
) Redemption
) Removal of Securities From
) The Trusts
) Information About The Trustee
) Information About The Sponsor
) Other Information
) Tax Status
<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
11. Type of securities comprising ) Nuveen Unit Trusts
units ) Summary Of Portfolios
) Composition Of Trusts
) Objectives Of The Trusts
)
12. Certain information regarding ) *
periodic payment certificates )
13. (a) Loan, fees, expenses, etc. ) Essential Information
) Public Offering Price
) Market For Units
) Accrued Interest
) Estimated Long Term Returnand
) Estimated Current Return
) Evaluation of Securities at the
) Initial Date Of Deposit
) Trust Operating Expenses
) Distributions To Unitholders
) Summary Of Portfolios
) Reports To Unitholders
)
(b) Certain information regarding ) *
periodic payment certificates )
(c) Certain percentages ) Public Offering Price
) Market For Units
) Estimated Long Term Return
) and Estimated Current Return
) Evaluation of Securities at the
) Initial Date Of Deposit
) Accrued Interest
)
(d) Certain other fees, etc. ) Evaluation of Securities at the
payable by holders ) Initial Date Of Deposit
) Normal Trust Operating Expenses
) Ownership and Transfer of Units
)
(e) Certain profits received by ) Composition Of Trusts
depositor, principal ) Purchase of Units by the Sponsor
underwriter, trustee or )
affiliated persons )
)
(f) Ratio of annual charges to ) *
income )
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<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
14. Issuance of trust's securities ) Summary Of Portfolios
) Distributions To Unitholders
) How Certificates Are Issued
) Redemption
)
15. Receipt and handling of payments ) *
from purchasers )
16. Acquisition and Disposition of ) Nuveen Unit Trusts
Underlying Securities ) Summary Of Portfolios
) Composition Of Trusts
) Redemption
) Removal of Securities from the
) Trusts
) Other Information
)
17. Withdrawal or redemption ) Market For Units
) Redemption
) Purchase of Units by the Sponsor
)
18. (a) Receipt and disposition of ) Summary Of Portfolios
income ) Distributions to Unitholders
) Reports to Unitholders
)
(b) Reinvestment of distributions ) Accumulation Plan
(c) Reserves or special funds ) Summary Of Portfolios
) Distributions to Unitholders
)
(d) Schedule of distributions ) *
19. Records, accounts and reports ) Distributions to Unitholders
) Reports to Unitholders
)
20. Certain miscellaneous provisions ) Information About the Trustee
of Trust Agreement ) Information About the Sponsor
) Other Information
21. Loans to security holders ) *
22. Limitations on liability ) Summary of Portfolios
) Composition of Trusts
) Information About the Trustee
23. Bond arrangements ) *
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<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
24. Other material provisions of ) *
Trust Agreement )
III. ORGANIZATION, PERSONNEL ADN AFFILIATED PERSONS OF DEPOSITOR
25. Organization of Depositor ) Information About the Sponsor
26. Fees received by Depositor ) *
27. Business of Depositor ) Information About the Sponsor
28. Certain information as to ) *
officials and affiliated )
persons of Depositor )
29. Voting Securities of Depositor ) Information About the Sponsor
30. Persons controlling Depositor )
31. Payments by Depositor for )
certain services rendered to )
trust )
32. Payments by Depositor for certain ) *
other services rendered to trust )
33. Remuneration of employees of )
Depositor for certain services )
rendered to trust )
34. Remuneration of other persons for )
certain services rendered to )
trust )
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
35. Distribution of trust's securities ) *
by states )
36. Suspension of sales of trust's )
securities )
37. Revocation of authority to )
distribute )
38. (a) Method of distribution )
(b) Underwriting agreements ) Distribution of Units to the Public
(c) Selling agreement )
)
39. (a) Organization of principal ) Information About the Sponsor
underwriter )
(b) NASD membership of principal )
underwriter )
40. Certain fees received by principal ) *
underwriter )
41. (a) Business of principal )
underwriter )
-4-
<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
(b) Branch offices of principal ) *
underwriter )
(c) Salesmen of principal )
underwriter )
42. Ownership of trust's securities ) *
by certain persons )
43. Certain brokerage commissions ) *
received by principal )
underwriter )
44. (a) Method of valuation ) Essential Information
) Public Offering Price
) Evaluation of Securities at the Date
) Of Deposit
) Trust Operating Expenses
(b) Schedule as to offering price ) *
(c) Variation in offering price ) Public Offering Price
to certain persons ) Accrued Interest
) Evaluation of Securities at the Date
) Of Deposit
)
45. Suspension of redemption rights ) *
46. (a)Redemption valuation ) Unit Value And Evaluation
) Redemption Without Charge
) Purchase of Units by the Sponsor
)
(b) Schedule as to redemption ) *
price )
47. Maintenance of position in ) Public Offering Price
underlying securities ) Purchase of Units by the Sponsor
)
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation of ) Information About the Trustee
Trustee )
49. Fees and expenses of Trustee ) Essential Information
) Trust Operating Expenses
-5-
<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
50. Trustee's lien ) Trust Operating Expenses
) Distributions to Unitholders
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Insurance of holders of trust's ) *
securities )
VII. POLICY OF REGISTRANT
52. (a) Provisions of trust agreement ) Trust Operating Expenses
with respect to selection or ) Redemption
elimination of underlying ) Removal of Securities from
securities ) the Trusts
)
)
(b) Transactions involving ) *
elimination of underlying )
securities )
(c) Policy regarding substitution ) Summary Of Portfolios
elimination of underlying or ) Composition Of Trusts
securities ) Removal of Securities
)
(d) Fundamental policy not ) *
otherwise covered )
53. Tax status of trust ) Tax Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during last ) *
ten years )
55. )
56. Certain information regarding ) *
periodic payment certificate )
57. )
58. )
_______________________
*Inapplicable, omitted, answer negative or not required.
-6-
<PAGE>
NUVEEN UNIT TRUSTS
NUVEEN U.S. TREASURY TRUST, SHORT-TERM SERIES 1
CUSIP:
A Nuveen unit trust with an average weighted maturity of 5 years for
individual investors seeking the current interest income, safety of capital
and investment flexibility provided by a laddered portfolio of U.S. Treasury
Obligations.
Prospectus Part A dated ________, 1997.
THIS PART A PROSPECTUS MAY NOT BE DISTRIBUTED UNLESS ACCOMPANIED BY THE U.S.
TREASURY TRUST PART B PROSPECTUS WHICH IS DATED _______, 1997.
UNITS OF THE TRUST ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK AND ARE NOT FEDERALLY INSURED OR OTHERWISE PROTECTED BY
THE FDIC OR ANY OTHER FEDERAL AGENCY AND INVOLVE INVESTMENT RISK, INCLUDING
THE POSSIBLE LOSS OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
PROSPECTUS
Nuveen U.S. Treasury Trust, Short-Term Series 1
OVERVIEW
The trust listed above (the "Trust") is a unit investment trust designed to
preserve capital and provide current income exempt from state and local
income taxes. The Trust consists of a portfolio of U.S. Treasury Obligations
that are backed by the full faith and credit of the United States Government.
The Trust also passes through to Unitholders in all states the exemption
from state and local personal income taxes afforded to direct owners of U.S.
Treasury Obligations. In addition, the Trust is also available to
non-resident aliens, and the income from the Trust, provided certain
conditions are met, will be exempt from withholding for U.S. federal income
tax for such foreign investors.
Contents
Overview 2
Trust Summary and Financial Highlights
Performance Information 3
Expense Information 4
Trust Strategies 5
Investment Objective 5
How the Trusts Selects Investments 5
Risk Factors 5
Distributions and Taxes 5
Interest and Principal Distributions 5
Tax Status 6
Investing in the Trust 6
Sales Charges 6
Dealer Concessions 6
General Information 7
Optional Features 7
The Sponsor 7
Schedules of Investments 8
Statement of Condition 9
Report of Independent Public Accountants 10
Page 2 of 10
<PAGE>
NUVEEN U.S. TREASURY TRUST, SHORT-TERM SERIES 1
TRUST SUMMARY AND FINANCIAL HIGHLIGHTS AS OF ___________, 1997
PERFORMANCE INFORMATION
Initial Date of Deposit: May , 1997
Principal Amount of Securities: $
Number of Units:
Fractional Undivided Interest
per Unit: 1/
ESTIMATED RETURNS(1)
Current Return: %
Long Term Return: %
PUBLIC OFFERING PRICE (2)
Aggregate Offering Price of Securities: $
Aggregate Offering Price of Securities per Unit: $
Plus Maximum Sales Charge per Unit: $
Public Offering Price per Unit: $
ESTIMATED INTEREST DISTRIBUTIONS(3)
Gross Annual Income: $
Gross Annual Income per Unit: $
Less Annual Expense
per Unit: $
Net Annual Income per Unit: $
First Payment per Unit
( , 1997): $
Normal Monthly Distributions
per Unit commencing , 1997: $
MATURITY(4)
Average Weighted Maturity: 2 1/2 years
The Trust is composed of a laddered portfolio of Obligations that mature from
_______ through ________.
CREDIT QUALITY
The U.S. Treasury Obligations underlying the Trust are direct obligations of
the United States and are backed by its full faith and credit, although the
Units of the Trust are not so backed. U.S. Treasury Obligations are not
rated, but in the opinion of the Sponsor have credit characteristics
comparable to those of securities rated "AAA" by nationally recognized rating
agencies.
Page 3 of 10
<PAGE>
EXPENSE INFORMATION
SALES CHARGES (MAXIMUM)(5)
As a % of Public Offering Price: %
Amount per $1,000 invested $
ESTIMATED ANNUAL OPERATING EXPENSES(6)
Trustee's Fee: $
Sponsor's Evaluation Fee: $
Sponsor's Surveillance Fee $
Organizational Expenses(per Unit)(7): $
Total Annual Expenses (per Unit): $
ESTIMATED COSTS OVER TIME
The following are the estimated cumulative costs on a $1,000 investment,
assuming (as mandated by the Securities and Exchange Commission) a 5% annual
return, and reinvestment of all distributions (which is not an available
reinvestment option in the Trust):
Over 1 Year $
Over 3 Years $
Over 5 Years $
The examples reflect both the estimated operating expenses and maximum sales
charge on an increasing investment (had the net annual return been reinvested
in the Trust). The examples should not be considered representations of
future expenses or annual rates of return; the actual expenses and annual
rates of return may be more or less than those used in the examples.
_________________
Notes to Performance Information and Expense Information:
All performance and expense information provided is as of the day prior to
the Initial Date of Deposit.
(1) The actual returns an investor will receive will vary due to the
maturity, exchange or sales of Securities, changes in fees and expenses,
changes in interest income, the market value of the Securities on the date an
investor purchases Units and how long Units are held. See "Estimated Long
Term Return and Estimated Current Return" in Part B of this Prospectus for
information concerning how Estimated Returns are calculated.
(2) The Public Offering Price will vary from that shown above due to
changes in the prices of the underlying Securities subsequent to the Initial
Date of Deposit. In addition to the Public Offering Price, investors must
also pay accrued interest from the preceding Record Date to, but not
including, the date of settlement (normally three business days after
purchase). For Units purchased on the Initial Date of Deposit, $.____ of
accrued interest will be added to the Public Offering Price. See "Public
Offering Price" and "Accrued Interest" both in Part B of this Prospectus for
further information.
(3) The Estimated Income figures reflected above are estimates determined
as of the business day prior to the Initial Date of Deposit and actual
payments may vary. It is anticipated that the amount of interest to be
distributed per Unit in each year will initially be substantially equal to
the Estimated Net Annual Interest Income per Unit provided. The amount of
interest to be distributed annually per Unit, will generally change as
Securities are redeemed, mature or are sold or as fees and expenses increase
or decrease. See "Distributions to Unitholders" in Part B of this Prospectus.
(4) The Average Weighted Maturity of the Securities in the Trust is
calculated based upon the stated maturities of the Securities in the Trust
(or, with respect to Securities for which funds or securities have been
placed in escrow to redeem such Securities on a stated call date, based upon
such call date). The Average Weighted Maturity may increase or decrease from
time to time as Securities mature or are called or sold.
(5) The sales charge is reduced for certain purchasers and for single
transactions of at least 500 Units or $50,000 (whichever is more favorable to
the investor). See "Sales Charges" in Part A of this Prospectus and "Public
Offering Price" in Part B of this Prospectus.
(6) The Trustees Fee and the Sponsor's Evaluation and Surveillance Fees are
per $1,000 principal amount of the underlying Securities in the Trust.
(7) The Trust (and therefore Unitholders) will bear all or a portion of its
organizational costs (but not the expenses incurred in the printing of
preliminary and final prospectuses, nor the expenses incurred in the
preparation and printing of brochures and other advertising materials or any
other selling expenses), as is common for mutual funds. See "Trust Operating
Expenses" in Part B of this Prospectus and "Statement of Condition."
Page 4 of 10
<PAGE>
TRUST STRATEGIES
INVESTMENT OBJECTIVE
The Trust is designed to preserve capital, provide current interest income
exempt from State and local income taxes, and offer a flexible investment.
There is no assurance that the Trust will achieve its investment objective.
INVESTMENT PHILOSOPHY
The Trust is a non-managed investment vehicle and employs a buy and hold
investment strategy. The Trust plans to hold to maturity a laddered
portfolio of ____ U.S. Treasury Obligations with varying yields and
maturities. The Trust is designed to help protect investors against changing
interest rates by returning approximately 20% of the principal amount of the
Trust semi-annually, commencing in _______.
INVESTOR SUITABILITY
The Trust is a suitable investment for safety-conscious investors seeking to:
- - Earn regular monthly income exempt from state and local taxes;
- - Preserve investment capital over time through owning government-guaranteed
U.S. Treasuries;
- - Reduce interest rate risk through owning a laddered portfolio.
The Trust is also available to foreign (non-resident) investors who seek
income that is exempt from U.S. withholding, PROVIDED certain conditions are
met;
The Trust is not a suitable investment for individuals seeking to:
- - Pursue an aggressive high-growth investment strategy;
- - Invest in a long-term investment product
HOW THE TRUST SELECTS INVESTMENTS
The Trust consists of a portfolio of U.S. Treasury Obligations with differing
maturities which have a weighted average maturity of ____ years.
In selecting U.S. Treasury Obligations (the "Securities") for deposit in the
Trust, the following factors, among others, were considered by the Sponsor:
(a) the types of such obligations available; (b) the prices and yields of
such obligations relative to other comparable obligations, including the
extent to which such obligations are traded at a premium or discount from
par; and (c) the maturities of such obligations. A description of the U.S.
Treasury Obligations included in the Trust are set forth in the "SCHEDULE OF
INVESTMENTS," below.
RISK FACTORS
An investment in Units of the Trust should be made with an understanding of
the risks which an investment in fixed rate debt obligations may entail.
These include the risk that the value of the U.S. Treasury Obligations and
the Units will decline with increases in interest rates. Although in recent
years interest rates have been relatively stable, the high inflation of prior
years, together with the fiscal measures adopted to attempt to deal with it,
have resulted in wide fluctuations in interest rates and, thus, in the value
of fixed rate debt obligations generally. The Sponsor cannot predict whether
such fluctuations will continue in the future. As such, there is no
guarantee that the Trust will achieve its objectives.
Certain of the Bonds included in the Trust are original issue discount bonds
or "zero coupon" bonds, as noted in the "SCHEDULE OF INVESTMENTS." These
Bonds are subject to greater price fluctuations with changing interest rates
and contain additional risks set forth in "RISK FACTORS" in Part B of this
Prospectus.
DISTRIBUTIONS AND TAXES
INTEREST AND PRINCIPAL DISTRIBUTIONS
The Trustee of the Trust (The Chase Manhattan Bank) will collect principal
and interest on the Securities as it comes due and hold such amounts for
distribution to Unitholders. The amount of the Net Annual Income per Unit
set forth under "Performance Information - Estimated Interest Distributions"
assumes that all of the Securities are delivered to the Trust. See
"COMPOSITION OF
Page 5 of 10
<PAGE>
TRUSTS" appearing in Part B of this Prospectus. Interest income does not
include accretion of original issue discount on "zero coupon" Bonds. See
"RISK FACTORS" in Part B of this Prospectus. Distributions of income will be
paid by the Trustee to Unitholders on the fifteenth day of each month to
Unitholders of record on the first day of such month. Distributions of
principal will be paid on the fifteenth day of each month to Unitholders of
record on the first day of such month, provided the amount available for
distributions equals at least $0.10 per Unit.
The amount of interest you will receive on an annual basis will be reduced by
the expenses of the Trust and will generally change as Securities mature or
are sold or as fees and expenses increase or decrease.
TAX STATUS
The Trust passes through to Unitholders in all states the exemption from
state and local personal income taxes afforded to direct owners of U.S.
Treasury Obligations. In addition, for non-resident aliens, income from the
Trust will be exempt from withholding for U.S. federal income tax, PROVIDED
certain conditions are met. See "TAX STATUS" in Part B of this Prospectus
for further tax information.
INVESTING IN THE TRUST
SALES CHARGES
The maximum sales charge of % applies only to purchases of less than 500
Units. Sales charges for larger single transactions during the primary
offering period are as follows:
PRIMARY MARKET SALES CHARGE
PERCENT PERCENT
OF OF NET
OFFERING AMOUNT
NUMBER OF UNITS* PRICE INVESTED
- ---------------- -------- --------
Less than 500............................ % %
500 but less than 1,000..................
1,000 but less than 2,500................
2,500 but less than 5,000................
5,000 but less than 10,000...............
10,000 but less than 25,000..............
25,000 but less than 50,000..............
50,000 or more...........................
The sales charge assessed on Units sold in secondary market transactions is
determined in accordance with the table set forth below based upon the dollar
amount purchased and the Weighted Average Maturity of the Trust:
SECONDARY MARKET SALES CHARGE
WEIGHTED AVERAGE
MATURITY
----------------
LESS
THAN TWO OR
TWO MORE
PURCHASE PRICE* YEARS YEARS
- --------------- ----- ------
Less than $50,000.......................... % %
$50,000 but less than $100,000.............
$100,000 but less than $250,000............
$250,000 but less than $500,000............
$500,000 but less than $1,000,000..........
$1,000,000 but less than $2,500,000........
$2,500,000 but less than $5,000,000........
$5,000,000 or more.........................
DEALER CONCESSIONS
The Sponsor plans to allow a discount to brokers and dealers in connection
with the primary distribution of Units and also in secondary market
transactions. The primary market discounts, based on number of Units sold,
are as follows:
Page 6 of 10
<PAGE>
PRIMARY MARKET DEALER CONCESSIONS
NUMBER OF UNITS* DISCOUNT PER UNIT
Less than 500 ......................... $
500 but less than 1,000................
1,000 but less than 2,500..............
2,500 but less than 5,000..............
5,000 but less than 10,000.............
10,000 but less than 25,000............
25,000 but less than 50,000............
50,000 or more.........................
*Breakpoint sales charges are computed both on a dollar basis and on the
basis of the number of Units purchased, using the equivalent of 500 Units to
$50,000, 2,500 Units to $250,000 etc., and will be applied on that basis
which is more favorable to the purchaser.
Dealer concessions on secondary market purchases of Trust Units through the
Sponsor, based on the weighted average maturity of the Trust are as follows:
SECONDARY MARKET DEALER CONCESSIONS
DISCOUNT PER UNIT
-----------------
WEIGHTED AVERAGE
MATURITY
-----------------
PURCHASE PRICE* LESS THAN TWO OR
TWO YEARS MORE YEARS
Less than $50,000.......................$ $
$50,000 but less than $100,000..........
$100,000 but less than $250,000.........
$250,000 but less than $500,000.........
$500,000 but less than $1,000,000.......
$1,000,000 but less than $2,500,000.....
$2,500,000 but less than $5,000,000.....
$5,000,000 or more......................
GENERAL INFORMATION
OPTIONAL FEATURES
REDEMPTIONS
Units may be redeemed on any business day at no charge. Units are redeemed
at their current market value. See "Redemption" in Part B of this Prospectus.
LETTER OF INTENT (LOI)
Investors may use a Letter of Intent to get reduced sales charges on
purchases made over a 13-month period (and to take advantage of dollar cost
averaging). The minimum LOI investment is $50,000. See "Public Offering
Price" in Part B of this Prospectus.
REINVESTMENT
Interest income and returned principal can be reinvested with no sales charge
into Nuveen mutual or money market funds. See "Accumulation Plan" in Part B
of this Prospectus. For more information obtain a prospectus from your
financial advisor.
THE SPONSOR
Since our founding in 1898, John Nuveen & Co. Incorporated has been synonymous
with investments that withstand the test of time. Today, we offer a range of
equity and fixed-income unit trusts designed to suit the unique circumstances
and financial planning needs of mature investors. More than 1.3 million
investors have entrusted Nuveen to help them preserve their financial
securities.
The prospectus describes in detail the investment objectives, policies and
risks of this unit trust. We invite you to discuss the contents with your
financial adviser, or you may call us at 800-621-7227 for additional
information.
Page 7 of 10
<PAGE>
NUVEEN U.S. TREASURY TRUST, SHORT-TERM SERIES 1
(Nuveen Unit Trust, Series 2)
Schedule of Investments at the Initial Date of Deposit, _________, 1997
Trustee's
Determination
of Offering
Face Amount Description Coupon Maturity Price (1)
$ $
- ---------- ------------
$ $
- ---------- ------------
- ---------- ------------
_______________
(1) The Sponsor's contracts to purchase U.S. Treasury Obligations were entered
into on _________, 1997. Other information regarding the U.S. Treasury
Obligations in the Trust on the Date of Deposit is as follows:
Annual
Profit Interest Bid Price
Cost to (or loss) Income to of
Trust Sponsor to Sponsor Trust Securities
U.S. Treasury Trust,
Short-Term Series 1..
In addition, the difference between the Trustee's determination of Offering
Price and Bid Price (as a percentage of principal amount) is ._____%.
(2) This Security has been purchased at a deep discount from the par value
because there is no stated interest income thereon. Securities which pay no
interest are normally described as "zero coupon" bonds. Over the life of
Securities purchased at a deep discount the value of such Securities will
increase such that upon maturity the holders of such securities will receive
100% of the principal amount thereof.
Page 8 of 10
<PAGE>
U.S. TREASURY TRUST, SHORT-TERM SERIES 1
(Nuveen Unit Trust, Series 2)
Statement of Condition at the Initial Date of Deposit, ___________, 1997
TRUST PROPERTY
Sponsor's contracts to purchase Securities, backed by
an irrevocable letter of credit(1)(2)...............................
Accrued interest to ___________, 1997 on underlying
Securities(1) ......................................................
Organizational costs(3)............................................... -------
Total..................................................... -------
-------
LIABILITIES AND INTEREST OF UNITHOLDERS
LIABILITIES:
Accrued interest to __________, 1997 on underlying
Securities(4)....................................................
Accrued organizational costs(3).................................... -------
Total.................................................... -------
-------
INTEREST OF UNITHOLDERS:
Units of fractional undivided interest outstanding................
Cost to investors(5)............................................
Less: Gross underwriting commission(6)........................ --------
Net amount applicable to investors.............................. --------
Total.................................................... --------
--------
_______________
(1) Represented by contracts to purchase Securities which include
"when issued" or "regular way" or "delayed delivery" contracts for
which an irrevocable letter of credit issued by a major commercial bank has
been deposited with the Trustee on the Initial Date of Deposit. The amount
of such letter of credit and any cash deposited exceeds the amount necessary
for the purchase of the Securities plus accrued interest to the Initial Date
of Deposit. At the Initial Date of Deposit, Securities may have been
delivered to the Sponsor pursuant to certain of these contracts; the Sponsor
has assigned to the Trustee all of its rights, title and interest in and to
such Securities.
(2) Aggregate value (at offering prices) as of the Initial Date of Deposit of
the Securities listed under "SCHEDULE OF INVESTMENTS" herein, and their
aggregate cost to the Trusts are the same. Such offering prices were
determined by Kenny S&P Evaluation Services, a division of J.J. Kenny Co.,
Inc., as of the close of business on the business day prior to the Initial
Date of Deposit. (See "EVALUATION OF SECURITIES AT THE INITIAL DATE OF
DEPOSIT?" in Part B of this Prospectus.)
(3) The Trust (and therefore Unitholders) will bear all or a portion of its
estimated organizational costs which will be deferred and amortized over the
life of the Trust.
(4) Representing, as set forth in "ACCRUED INTEREST" in Part B of this
Prospectus, advancement by the Trustee of an amount equal to the accrued
Securities' interest as of the Initial Date of Deposit.
(5) Aggregate Public Offering Price (exclusive of accrued interest) computed
as set forth under "PUBLIC OFFERING PRICE" in Part B of this Prospectus.
(6) The gross underwriting commission of % of the Public Offering
Price has been calculated on the assumption that the Units sold are not
subject to a reduction of sales charge for quantity purchases. In single
transactions involving 500 Units or more, the sales charge is reduced. (See
"PUBLIC OFFERING PRICE" in Part B of this Prospectus.)
Page 9 of 10
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE BOARD OF DIRECTORS OF JOHN NUVEEN & CO. INCORPORATED AND UNITHOLDERS OF
NUVEEN UNIT TRUST, SERIES 2:
We have audited the accompanying statement of condition and the schedule of
investments at date of deposit (included in Part A of this Prospectus) of
Nuveen Unit Trust Series 2 (Nuveen U.S. Treasury Trust, Short-Term
Series 1), as of __________, 1997. These financial statements are the
responsibility of the Sponsor. Our responsibility is to express an opinion
on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. 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 the irrevocable letter of credit
arrangement for the purchase of securities, described in Note (1) to the
statement of condition, 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 audit provides a reasonable basis for our
opinion.
In our opinion, the statement of condition and the schedule of investments at
date of deposit referred to above present fairly, in all material respects,
the financial position of Nuveen Unit Trust Series 2 (Nuveen U.S. Treasury
Trust, Short-Term Series 1) as of _________, 1997, in conformity with
generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
_____________, 1997.
Page 10 of 10
<PAGE>
NUVEEN UNIT TRUSTS
U.S. TREASURY TRUST PROSPECTUS -- PART B
(GENERAL TERMS)
MAY 1, 1997
This Part B of the Prospectus may not be distributed unless accompanied
by Part A. Both Parts of this Prospectus should be retained for future
reference.
FURTHER DETAIL REGARDING CERTAIN OF THE INFORMATION PROVIDED IN THE
PROSPECTUS MAY BE OBTAINED WITHIN FIVE BUSINESS DAYS OF WRITTEN OR TELEPHONIC
REQUEST TO THE TRUSTEE AT 4 NEW YORK PLAZA, NEW YORK, NY 10004-2413 OR (800)
257-8787.
INTEREST INCOME TO A TRUST AND TO UNITHOLDERS, IN THE OPINION OF
COUNSEL, UNDER EXISTING LAW IS EXEMPT FROM STATE AND LOCAL INCOME TAX.
CAPITAL GAINS, IF ANY, ARE SUBJECT TO TAX.
CURRENTLY OFFERED AT PUBLIC OFFERING PRICE PLUS INTEREST ACCRUED TO THE
DATE OF SETTLEMENT. MINIMUM PURCHASE--EITHER $5,000 OR 50 UNITS, WHICHEVER IS
LESS.
THIS NUVEEN UNIT TRUST SERIES consists of the underlying separate unit
investment trusts set forth in Part A to this Prospectus. Each Trust
initially consists of delivery statements relating to contracts to purchase
securities and, thereafter, will consist of a portfolio of U.S. Treasury
Obligations with differing maturities that are backed by the full faith and
credit of the United States Government (see "SCHEDULE OF INVESTMENTS"
appearing in Part A of this Prospectus). Except in specific instances as
noted in Part A of this Prospectus, the information contained in this Part B
shall apply to each Trust in its entirety.
THE OBJECTIVES of a Trust are to preserve capital, provide current
interest income exempt from State and local income taxes, and offer a
flexible investment.
DISTRIBUTIONS of interest received by a Trust will be made monthly. (See
"DISTRIBUTIONS TO UNITHOLDERS.") Distribution of funds in the Principal
Account, if any, will ordinarily be made monthly.
FOR ESTIMATED LONG TERM RETURNS AND ESTIMATED CURRENT RETURNS to
Unitholders on the business day prior to the Initial Date of Deposit, see
Part A of this Prospectus and "ESTIMATED LONG TERM RETURN AND ESTIMATED
CURRENT RETURN."
THE PUBLIC OFFERING PRICE per Unit of each Trust during the initial
offering period is equal to a pro rata share of the OFFERING prices of the
Securities in such Trust's portfolio plus a sales charge as set forth in Part
A of the Prospectus. The Secondary Market Public Offering Price per Unit for
each Trust will be equal to a pro rata share of the sum of BID prices of the
Securities in such Trust plus the sales charges as set forth in Part A of the
Prospectus. Accrued interest from the preceding Record Date to, but not
including, the settlement date (normally three business days after purchase)
is added to the Public Offering Price. The sales charge is reduced on a
graduated scale for sales involving at least the number of Units set forth in
Part A of this Prospectus.
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A UNITHOLDER MAY REDEEM UNITS at the office of the Trustee at prices
based upon the BID prices of the Securities. The price received upon
redemption may be more or less than the amount paid by Unitholders, depending
upon the value of the Securities on the date of tender for redemption. (See
"REDEMPTION.") The Sponsor, although not required to do so, intends to make a
secondary market for the Units of the Trusts at prices based upon the BID
prices of the Securities in the respective Trusts. (See "MARKET FOR UNITS.")
RISK FACTORS. An investment in a Trust should be made with an
understanding of the risks associated therewith, including, among other
factors, volatile interest rates and changes to the tax status of the
Securities. The value of the underlying Securities will fluctuate inversely
with changes in interest rates. Although in recent years interest rates have
been relatively stable, the uncertain economic conditions of prior years,
together with the monetary policies and fiscal measures adopted to attempt to
deal with them, resulted in wide fluctuations of interest rates and, thus, in
the value of fixed rate debt obligations. The Sponsor cannot predict the
degree to which such fluctuations will continue in the future. See Part A of
this Prospectus and "RISK FACTORS."
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TABLE OF CONTENTS
NUVEEN UNIT TRUSTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
OBJECTIVES OF THE TRUSTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SUMMARY OF PORTFOLIOS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
COMPOSITION OF TRUSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
PUBLIC OFFERING PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
MARKET FOR UNITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
ACCRUED INTEREST. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN . . . . . . . . . . .12
EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT . . . . . . . . . . .13
TAX STATUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
TRUST OPERATING EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . .17
DISTRIBUTIONS TO UNITHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . .18
ACCUMULATION PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
REPORTS TO UNITHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . .20
UNIT VALUE AND EVALUATION . . . . . . . . . . . . . . . . . . . . . . . . . .20
DISTRIBUTIONS OF UNITS TO THE PUBLIC. . . . . . . . . . . . . . . . . . . . .21
OWNERSHIP AND TRANSFER OF UNITS . . . . . . . . . . . . . . . . . . . . . . .22
REDEMPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
PURCHASE OF UNITS BY THE SPONSOR. . . . . . . . . . . . . . . . . . . . . . .25
REMOVAL OF SECURITIES FROM THE TRUSTS . . . . . . . . . . . . . . . . . . . .25
INFORMATION ABOUT THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . .26
INFORMATION ABOUT THE SPONSOR . . . . . . . . . . . . . . . . . . . . . . . .27
OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
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<PAGE>
NUVEEN UNIT TRUSTS
This Nuveen Unit Trust is one of a series of separate but similar
investment companies created by the Sponsor, each of which is designated by a
different Series number. The underlying unit investment trusts contained in
this Series are combined under one Trust Indenture and Agreement. Specific
information regarding each Trust is set forth in Part A of this Prospectus.
The various Nuveen Unit Trusts are collectively referred to herein as the
"TRUSTS." This Series was created under the laws of the State of New York
pursuant to a Trust Indenture and Agreement dated the Initial Date of Deposit
(the "INDENTURE") between John Nuveen & Co. Incorporated ("NUVEEN" or the
"SPONSOR") and The Chase Manhattan Bank (the "TRUSTEE").
The Sponsor has deposited with the Trustee delivery statements relating
to contracts for the purchase of U.S. Treasury Obligations together with
funds represented by an irrevocable letter of credit issued by a major
commercial bank in the amount, including accrued interest, required for their
purchase (or the obligations themselves) (the "SECURITIES"). See "Schedule
of Investments" in Part A of this Prospectus, for a description of the
Securities deposited in a Trust. See "SUMMARY OF PORTFOLIOS" and "RISK
FACTORS" for a discussion of zero coupon bonds and stripped obligations
included in the Trusts, if any. Some of the delivery statements may relate
to contracts for the purchase of "when issued" or other Securities with
delivery dates after the date of settlement for a purchase made on the
Initial Date of Deposit. See the "Schedule of Investments" in Part A of this
Prospectus and "COMPOSITION OF TRUSTS." For a discussion of the Sponsor's
obligations in the event of a failure of any contract for the purchase of any
of the Securities and its limited right to substitute other securities to
replace any failed contract, see "COMPOSITION OF TRUSTS."
The Trustee has delivered to the Sponsor registered Units which
represent ownership of the entire Trust, and which are offered for sale by
this Prospectus. Each Unit of a Trust represents a fractional undivided
interest in the principal and net income of such Trust in the ratio set forth
in "Performance Information" in Part A of this Prospectus. Units may only be
sold in states in which they are registered. To the extent that any Units of
any Trust are redeemed by the Trustee, the aggregate value of the Trust's
assets will decrease by the amount paid to the redeeming Unitholder, but the
fractional undivided interest of each unredeemed Unit in such Trust will
increase proportionately. The Sponsor will initially, and from time to time
thereafter, hold Units in connection with their offering.
Additional Units of each Trust may be issued from time to time following
the Initial Date of Deposit by depositing in such Trust additional Securities
or contracts for the purchase thereof together with irrevocable letters of
credit or cash. As additional Units are issued by a Trust as a result of the
deposit of additional Securities by the Sponsor, the aggregate value of the
Securities in a Trust will be increased and the fractional undivided interest
in such Trust represented by each Unit will be decreased. The Sponsor may
continue to make additional deposits of Securities into a Trust following the
Initial Date of Deposit, provided that such additional deposits will be in
principal amounts which will
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<PAGE>
maintain the same original percentage relationship among the principal
amounts of the Securities in such Trust established on the Initial Date of
Deposit. Thus, although additional Units will be issued, each Unit will
continue to represent the same principal amount of each Security, and the
percentage relationship among the principal amount of each Security in the
respective Trust will remain the same. To the extent that any Units are
redeemed by the Trustee or additional Units are issued as a result of
additional Securities being deposited by the Sponsor, the fractional
undivided interest in a Trust represented by each unredeemed Unit will
increase or decrease accordingly, although the actual interest in such Trust
represented by such fraction will remain unchanged. Units will remain
outstanding until redeemed upon tender to the Trustee by Unitholders, which
may include the Sponsor, or until termination of the Trust Agreement.
OBJECTIVES OF THE TRUSTS
The objectives of the Trusts are to provide safety of capital as is
consistent with current income and investment flexibility by investment in a
portfolio of U.S. Treasury Obligations with differing maturities which are
backed by the full faith and credit of the United States Government.
Interest income distributed by each Trust is exempt from state and local
personal income taxes in all states. In addition, each Trust is available to
non-resident aliens and the income from such Trusts, provided certain
conditions are met, will be exempt from withholding for U.S. federal income
tax for such foreign investors. There is, of course, no guarantee that the
Trusts' objectives will be achieved.
SUMMARY OF PORTFOLIOS
In selecting Securities for deposit in the Trusts the following factors,
among others, were considered by the Sponsor: (a) the types of such
obligations available; (b) the prices and yields of such obligations relative
to other comparable obligations, including the extent to which such
obligations are traded at a premium or at a discount from par; and (c) the
maturities of such obligations.
RISK FACTORS
U.S. TREASURY OBLIGATIONS. U.S. Treasury Obligations are direct
obligations of the United States and are backed by its full faith and credit
although the Units are not so backed. The U.S. Treasury Obligations are not
rated but in the opinion of the Sponsor have credit characteristics
comparable to those of securities rated "AAA" by nationally recognized rating
agencies.
An investment in Units of a Trust which contains U.S. Treasury
Obligations should be made with an understanding of the risks which an
investment in fixed rate debt obligations may entail, including the risk that
the value of the Securities and hence the Units will decline with increases
in interest rates. The high inflation of prior years, together with the
fiscal measures adopted to attempt to deal with it, have resulted in wide
fluctuations in interest
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<PAGE>
rates and, thus, in the value of fixed rate debt obligations generally. The
Sponsor cannot predict whether such fluctuations will continue in the future.
Certain of the Securities may have been deposited at a market discount
or premium principally because their interest rates are lower or higher than
prevailing rates on comparable debt securities. The current returns of
market discount securities are lower than comparably rated securities selling
at par because discount securities tend to increase in market value as they
approach maturity. The current returns of market premium securities are
higher than comparably rated securities selling at par because premium
securities tend to decrease in market value as they approach maturity.
Because part of the purchase price is returned through current income
payments and not at maturity, an early redemption at par of a premium
security will result in a reduction in yield to a Trust. Market premium or
discount attributable to interest rate changes does not indicate market
confidence or lack of confidence in the issue.
COMPOSITION OF TRUSTS
Each Trust initially consists of delivery statements relating to
contracts to purchase Securities (or of such Securities) as are listed under
"Schedule of Investments" in Part A of this Prospectus and, thereafter, of
such Securities as may continue to be held from time to time (including
certain securities deposited in the Trust to create additional Units, in
substitution for Securities not delivered to a Trust or in exchange or
substitution for Securities upon certain refundings), together with accrued
and undistributed interest thereon and undistributed cash realized from the
disposition of Securities.
"WHEN-ISSUED" AND "DELAYED DELIVERY" TRANSACTIONS. The contracts to
purchase Securities delivered to the Trustee represent an obligation by
issuers or dealers to deliver Securities to the Sponsor for deposit in the
Trusts. Certain of the contracts relate to Securities which have not been
issued as of the Initial Date of Deposit and which are commonly referred to
as "when issued" or "when, as and if issued" Securities. Although the
Sponsor believes it unlikely, if such Securities, or replacement securities
described below, are not acquired by a Trust or if their delivery is delayed,
the Estimated Current Returns and Estimated Long Term Returns shown in Part A
of this Prospectus may be reduced. Certain of the contracts for the purchase
of Securities provide for delivery dates after the date of settlement for
purchases made on the Initial Date of Deposit. Interest on such "when
issued" and "delayed delivery" Securities accrues to the benefit of
Unitholders commencing with the first settlement date for the Units.
However, in the opinion of counsel, Unitholders who purchase their Units
prior to the date such Securities are actually delivered to the Trustee must
reduce the tax basis of their Units for interest accruing on such Securities
during the interval between their purchase of Units and the delivery of the
Securities because such amounts constitute a return of principal. As a
result of such adjustment, the Estimated Current Returns set forth in Part A
of this Prospectus (which are based on the Public Offering Price as of the
business day prior to the Initial Date of Deposit) may be slightly lower than
that which Unitholders will receive after the first year, assuming the
Portfolio does not change and estimated annual expense does not vary from
that set forth under "Expense Information" in Part A of this Prospectus.
Those Securities in each Trust
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<PAGE>
purchased with delivery dates after the date of settlement for purchases made
on the Initial Date of Deposit are so noted in the "Schedule of Investments"
in Part A of this Prospectus.
LIMITED REPLACEMENT OF CERTAIN SECURITIES. Neither the Sponsor nor the
Trustee shall be liable in any way for any default, failure or defect in any
Security. In the event of a failure to deliver any Security that has been
purchased for a Trust under a contract, including those Securities purchased
on a when, as and if issued basis ("FAILED SECURITIES"), the Sponsor is
authorized under the Indenture to direct the Trustee to acquire other
specified Securities ("REPLACEMENT SECURITIES") to make up the original
corpus of the Trust within 20 days after delivery of notice of the failed
contract and the cost to the Trust (exclusive of accrued interest) may not
exceed the amount of funds reserved for the purchase of the Failed
Securities. The Replacement Securities must satisfy the criteria previously
described for the Trusts and shall be substantially identical to the Failed
Securities they replace in terms of (i) the exemption from state taxation;
(ii) maturity; and (iii) cost to the Trust. In addition, Replacement
Securities shall not be "when, as and if issued" Securities. Whenever a
Replacement Security has been acquired for a Trust, the Trustee shall, within
five days after the delivery thereof, mail or deliver a notice of such
acquisition to all Unitholders of the Trust involved. Once the original
corpus of the Trust is acquired, the Trustee will have no power to vary the
investment of the Trust.
To the extent Replacement Securities are not acquired, the Sponsor shall
refund to all Unitholders of the Trust involved the sales charge attributable
to such Failed Securities not replaced, and the principal and accrued
interest attributable to such Securities shall be distributed not more than
30 days after the determination of such failure or at such earlier time as
the Trustee in its sole discretion deems to be in the interest of the
Unitholders. Any such accrued interest paid to Unitholders will be paid by
the Sponsor and, accordingly, will not be treated as tax-exempt income. In
the event Failed Securities in a Trust could not be replaced, the Net Annual
Interest Income per Unit for such Trust would be reduced and the Estimated
Current Return thereon might be lowered.
SALE, MATURITY AND REDEMPTION OF SECURITIES. Certain of the Securities
may from time to time under certain circumstances be sold or will mature in
accordance with their terms. The proceeds from such events will be used to
pay for Units redeemed or distributed to Unitholders and not reinvested;
accordingly, no assurance can be given that a Trust will retain for any
length of time its present size and composition.
LITIGATION. To the best knowledge of the Sponsor, there is no
litigation pending as of the Initial Date of Deposit in respect of any
Securities which might reasonably be expected to have a material adverse
effect on any of the Trusts. It is possible that after the Initial Date of
Deposit, litigation may be initiated with respect to Securities in any Trust.
The Sponsor is unable to predict whether any such litigation may be
instituted, or if instituted, whether such litigation might have a material
adverse effect on the Trusts.
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<PAGE>
PUBLIC OFFERING PRICE
The Public Offering Price of the Units of each Trust is equal to the
Trustee's determination of the aggregate offering prices of the Securities
deposited therein (minus any advancement to the principal account of the
Trust made by the Trustee) plus a sales charge as set forth in Part A of this
Prospectus, in each case adding to the total thereof cash held by the Trust,
if any, and dividing the sum so obtained by the number of Units outstanding
in the Trust. See "UNIT VALUE AND EVALUATION."
The sales charge applicable to quantity purchases is reduced on a
graduated scale as set forth in Part A of this Prospectus. For purposes of
calculating the applicable sales charge, purchasers who have indicated their
intent to purchase a specified amount of Units of any Trust in the primary or
secondary offering period by executing and delivering a letter of intent to
the Sponsor, which letter of intent must be in a form acceptable to the
Sponsor and shall have a maximum duration of thirteen months, will be
eligible to receive a reduced sales charge according to the following tables
based on the amount of intended aggregate purchases as expressed in the
letter of intent. Due to administrative limitations and in order to permit
adequate tracking, the only secondary market purchases that will be permitted
to be applied toward the intended specified amount and that will receive the
corresponding reduced sales charge are those Units that are acquired through
or from the Sponsor. By establishing a letter of intent, a Unitholder agrees
that the first purchase of Units following the execution of such letter of
intent will be at least 5% of the total amount of the intended aggregate
purchases expressed in such Unitholder's letter of intent. Further, through
the establishment of the letter of intent, such Unitholder agrees that Units
representing 5% of the total amount of the intended purchases will be held in
escrow by the Trustee pending completion of these purchases. All
distributions on Units held in escrow will be credited to such Unitholder's
account. If total purchases prior to the expiration of the letter of intent
period equal or exceed the amount specified in a Unitholder's letter of
intent, the Units held in escrow will be transferred to such Unitholder's
account. A Unitholder who purchases Units during the letter of intent period
in excess of the number of Units specified in a Unitholder's letter of
intent, the amount of which would cause the Unitholder to be eligible to
receive an additional sales charge reduction, will be allowed such additional
sales charge reduction on the purchase of Units which caused the Unitholder
to reach such new breakpoint level and on all additional purchases of Units
during the letter of intent period. If the total purchases are less than the
amount specified, the Unitholder involved must pay the Sponsor an amount
equal to the difference between the amounts paid for these purchases and the
amounts which would have been paid if the higher sales charge had been
applied; the Unitholder will, however, be entitled to any reduced sales
charge qualified for by reaching any lower breakpoint level. If such
Unitholder does not pay the additional amount within 20 days after written
request by the Sponsor or the Unitholder's securities representative, the
Sponsor will instruct the Trustee to redeem an appropriate number of the
escrowed Units to meet the required payment. By establishing a letter of
intent, a Unitholder irrevocably appoints the Sponsor as attorney to give
instructions to redeem any or all of such Unitholder's escrowed Units, with
full power of substitution in the premises. A Unitholder or his securities
representative must notify the Sponsor whenever such Unitholder makes a
purchase of Units that he wishes to be counted towards the intended amount.
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<PAGE>
For "secondary market" sales the Public Offering Price per Unit of each
Trust is determined by adding to the Trustee's determination of the bid price
of each Security in the Trust a sales charge as set forth in Part A of this
Prospectus. See "UNIT VALUE AND EVALUATION." The secondary market sales
charge is reduced with respect to quantity purchases in such amounts set
forth in Part A of this Prospectus.
Pursuant to the terms of the Indenture, the Trustee may terminate a
Trust if the net asset value of such Trust, as shown by any evaluation, is
less than 20% of the original principal amount of the Trust.
At all times while Units are being offered for sale, the Sponsor will
appraise or cause to be appraised daily the value of the underlying
Securities in each Trust as of 4:00 p.m. eastern time, or as of any earlier
closing time on a day on which the New York Stock Exchange (the "EXCHANGE")
is scheduled in advance to close at such earlier time and will adjust the
Public Offering Price of the Units commensurate with such appraisal. Such
Public Offering Price will be effective for all orders received by a dealer
or the Sponsor at or prior to 4:00 p.m. eastern time on each such day or as
of any earlier closing time on a day on which the Exchange is scheduled in
advance to close at such earlier time. Orders received after that time, or
on a day when the Exchange is closed for a scheduled holiday or weekend, will
be held until the next determination of price.
Accrued interest from the preceding Record Date to, but not including,
the settlement date of the transaction (three business days after purchase)
will be added to the Public Offering Price to determine the purchase price of
Units. See "ACCRUED INTEREST."
The graduated sales charges set forth in Part A of this Prospectus will
apply on all applicable purchases of Nuveen investment company securities on
any one day by the same purchaser in the amounts stated, and for this purpose
purchases of this Series will be aggregated with concurrent purchases of any
other Series or of shares of any open-end management investment company of
which the Sponsor is principal underwriter and with respect to the purchase
of which a sales charge is imposed. Purchases by or for the account of an
individual and his or her spouse and children under 21 years of age
("immediate family members") will be aggregated to determine the applicable
sales charge. The graduated sales charges are also applicable to a trustee
or other fiduciary purchasing securities for a single trust estate or single
fiduciary account. Units may be purchased at the Public Offering Price
without a sales charge by officers or directors and by bona fide, full-time
employees of Nuveen, Nuveen Advisory Corp., Nuveen Institutional Advisory
Corp. and The John Nuveen Company, including in each case these individuals
and their immediate family members (as defined above).
Units may be purchased in the primary market with sales charges of %
of the Public Offering Price for U.S. Treasury Long Term Series, % of the
Public Offering Price for U.S. Treasury Long Intermediate Series, % of
the Public Offering Price for U.S. Treasury Intermediate Series, % of the
Public Offering Price for U.S. Treasury Short Intermediate Series and %
of the Public Offering Price for U.S. Treasury Short Term Series by (1)
investors who purchase Units through registered investment advisers,
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certified financial planners and 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, (2) bank trust departments investing funds over which they
exercise exclusive discretionary investment authority and that are held in a
fiduciary, agency, custodial or similar capacity, (3) any person who for at
least 90 days, has been an officer, director or bona fide employee of any
firm offering Units for sale to investors or their immediate family members
(as defined above) and (4) officers and directors of bank holding companies
that make Units available directly or through subsidiaries or bank affiliates
(collectively, the "DISCOUNTED PURCHASES"). In addition, such investors may
purchase Units in the secondary market at the Public Offering Price for
non-breakpoint purchases minus the concession the Sponsor typically allows to
brokers and dealers for non-breakpoint purchases. Notwithstanding anything
to the contrary in this Prospectus, investors who purchase Units as described
in this paragraph will not receive sales charge reductions for quantity
purchases.
The initial or primary Public Offering Price of the Units in each Trust
is based upon a pro rata share of the offering prices per Unit of the
Securities in such Trust plus the applicable sales charge. The secondary
market Public Offering Price of each Trust is based upon a pro rata share of
the bid prices per Unit of the Securities in such Trust plus the applicable
sales charge. The offering prices of Securities in a Trust may be expected
to average between 1/2% to 2% more than the bid prices of such Securities.
The difference between the bid side evaluation and the offering side
evaluation of the Securities in each Trust on the business day prior to the
Initial Date of Deposit is shown in the discussion of each Trust portfolio.
Whether or not Units are being offered for sale, the Sponsor will
determine the aggregate value of each Trust as of 4:00 p.m. eastern time:
(i) on each June 30 or December 31 (or, if such date is not a business day,
the last business day prior thereto), (ii) on any day on which a Unit is
tendered for redemption (or the next succeeding business day if the date of
tender is a non-business day) and (iii) at such other times as may be
necessary. For this purpose, a "business day" shall be any day on which the
Exchange is normally open. (See "UNIT VALUE AND EVALUATION.")
MARKET FOR UNITS
During the initial public offering period, the Sponsor intends to offer
to purchase Units of each Trust at a price equivalent to the pro rata share
per Unit of the offering prices of the Securities in such Trust (plus accrued
interest). Afterward, although it is not obligated to do so, the Sponsor
intends to maintain a secondary market for Units of each Trust at its own
expense and continuously to offer to purchase Units of each Trust at prices,
subject to change at any time, which are based upon the bid prices of
Securities in the respective portfolios of the Trusts. UNITHOLDERS WHO WISH
TO DISPOSE OF THEIR UNITS SHOULD INQUIRE OF THE TRUSTEE OR THEIR BROKER AS TO
THE CURRENT REDEMPTION PRICE. (See "REDEMPTION.") In connection with its
secondary market making activities, the Sponsor may from time to time enter
into secondary market joint account agreements with other
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brokers and dealers. Pursuant to such an agreement, the Sponsor will
purchase Units from the broker or dealer at the bid price and will place the
Units into a joint account managed by the Sponsor; sales from the account
will be made in accordance with the then current prospectus and the Sponsor
and the broker or dealer will share profits and losses in the joint account
in accordance with the terms of their joint account agreement.
Certificates, if any, for Units are delivered to the purchaser as
promptly after the date of settlement (three business days after purchase) as
the Trustee can complete the mechanics of registration, normally within 48
hours after registration instructions are received. Purchasers of Units to
whom Certificates are issued will be unable to exercise any right of
redemption until they have received their Certificates, properly
endorsed for transfer. (See "REDEMPTION.")
ACCRUED INTEREST
Accrued interest is the accumulation of unpaid interest on a security
from the last day on which interest thereon was paid. Interest on Securities
in each Trust is accounted for daily on an accrual basis. For this reason,
the purchase price of Units of a Trust will include not only the Public
Offering Price but also the proportionate share of accrued interest to the
date of settlement. Unitholders will receive on the next distribution date
of a Trust the amount, if any, of accrued interest paid on their Units.
In an effort to reduce the amount of accrued interest that investors
would have to pay in addition to the Public Offering Price, the Trustee has
agreed to advance to each Trust the amount of accrued interest due on the
Securities as of the Initial Date of Deposit (which has been designated the
first Record Date). This accrued interest will be paid to the Sponsor as the
holder of record of all Units on the Initial Date of Deposit. Consequently,
the amount of accrued interest to be added to the Public Offering Price of
Units will include only accrued interest from the Initial Date of Deposit to,
but not including, the date of settlement of the investor's purchase (three
business days after purchase), less any distributions from the related
Interest Account. The Trustee will recover its advancements (without
interest or other cost to the Trusts) from interest received on the
Securities deposited in each Trust.
The Trustee has no cash for distribution to Unitholders until it
receives interest payments on the Securities in the Trusts. Since interest
is accrued daily but paid only semi-annually, during the initial months of
the Trusts, the Interest Accounts, consisting of accrued but uncollected
interest and collected interest (cash), will be predominantly the uncollected
accrued interest that is not available for distribution. However, due to
advances by the Trustee, the Trustee will provide a first distribution
approximately 30 days after the Initial Date of Deposit. Assuming each Trust
retains its original size and composition and expenses and fees remain the
same, annual interest collected and distributed will approximate the
estimated Net Annual Interest Income stated In Part A of this Prospectus.
However, the amount of accrued interest at any point in time will be greater
than the amount that the Trustee will have actually received and distributed
to the Unitholders. Therefore, there will always remain an item of accrued
interest that is included in the purchase price and the redemption price of
the Units.
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Interest is accounted for daily and a proportionate share of accrued and
undistributed interest computed from the preceding Record Date is added to
the daily valuation of each Unit of each Trust. (See Part A of this
Prospectus and "DISTRIBUTIONS TO UNITHOLDERS") As Securities mature, or are
redeemed or sold, the accrued interest applicable to such bonds is collected
and subsequently distributed to Unitholders. Unitholders who sell or redeem
all or a portion of their Units will be paid their proportionate share of the
remaining accrued interest to, but not including, the third business day
following the date of sale or tender.
ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN
The Estimated Long Term Return for each Trust is a measure of the return
to the investor expected to be earned over the estimated life of the Trust.
The Estimated Long Term Return represents an average of the yields to
maturity (or call) of the Securities in the Trust's portfolio, calculated in
accordance with accepted practice and adjusted to reflect expenses and sales
charges. Under accepted practice, securities are customarily offered to
investors on a "yield price" basis, which involves computation of yield to
maturity or to an earlier call date (whichever produces the lower yield), and
which takes into account not only the interest payable on the securities but
also the amortization or accretion of any premium over, or discount from, the
par (maturity) value inherent in the security's purchase price. In the
calculation of Estimated Long Term Return, the average yield for a Trust's
portfolio is derived by weighting each Security's yield by the market value
of the Security and by the amount of time remaining to the date to which the
Security is priced. This weighted average yield is then adjusted to reflect
estimated expenses, is compounded, and is reduced by a factor which
represents the amortization of the sales charge over the expected average
life of a Trust. The Estimated Long Term Return calculation does not take
into account the effect of a first distribution which may be less than
regular distribution or may be paid at some point after 30 days.
Estimated Current Return is computed by dividing the Net Annual Interest
Income per Unit by the Public Offering Price. In contrast to Estimated Long
Term Return, Estimated Current Return does not reflect the amortization of
premium or accretion of discount, if any, on the Securities in a Trust's
portfolio. Net Annual Interest Income per Unit is calculated by dividing the
annual interest income to a Trust, less estimated expenses, by the number of
Units outstanding.
Net Annual Interest Income per Unit, used to calculate Estimated Current
Return, will vary with changes in fees and expenses of the Trustee and the
Evaluator and with the redemption, maturity, exchange or sale of Securities.
A Unitholder's actual return may vary significantly from the Estimated
Long-Term Return, based on the holding period, market interest rate changes,
other factors affecting the prices of individual securities in the portfolio,
and differences between the expected remaining life of portfolio securities
and the actual length of time that they remain in a Trust; such actual
holding periods may be reduced by termination of a Trust, as described in
"OTHER INFORMATION." Since both the Estimated Current Return and the
Estimated Long Term Return quoted herein are based on the market value of the
underlying Securities on the business day prior to the Initial Date of
Deposit, subsequent calculations of these performance measures will reflect
the then current market
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value of the underlying Securities and may be higher or lower. The Sponsor
will provide estimated cash flow information relating to a Trust without
charge to each potential investor in a Trust who receives this prospectus and
makes an oral or written request to the Sponsor for such information.
A comparison of estimated current returns with the returns on various
other taxable investments is one element to consider in making an investment
decision. The Sponsor may from time to time in its advertising and sales
materials compare the then current estimated returns on a Trust and returns
over specified periods on other similar Nuveen Trusts with returns on taxable
investments such as corporate or U.S. Government bonds, bank CDs and money
market accounts or money market funds, each of which has investment
characteristics that may differ from those of the Trust. U.S. Government
bonds, for example, are backed by the full faith and credit of the U.S.
Government and bank CDs and money market accounts are insured by an agency of
the federal government. Money market accounts and money market funds provide
stability of principal, but pay interest at rates that vary with the
condition of the short-term debt market. The investment characteristics of
the Trusts are described more fully elsewhere in the Prospectus.
EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT
The prices at which the Securities deposited in the Trusts would have
been offered to the public on the business day prior to the Initial Date of
Deposit were determined by the Trustee on the basis of an evaluation of such
Securities prepared by Kenny S&P Evaluation Services, a division of J. J.
Kenny Co., Inc. ("KENNY S&P"), a firm regularly engaged in the business of
evaluating, quoting or appraising comparable securities.
The amount by which the Trustee's determination of the OFFERING PRICES
of the Securities deposited in the Trusts was greater or less than the cost
of such Securities to the Sponsor was PROFIT OR LOSS to the Sponsor exclusive
of any underwriting profit. (See Part A of this Prospectus.) The Sponsor also
may realize FURTHER PROFIT OR SUSTAIN FURTHER LOSS as a result of
fluctuations in the Public Offering Price of the Units. Cash, if any, made
available to the Sponsor prior to the settlement date for a purchase of
Units, or prior to the acquisition of all Portfolio securities by a Trust,
may be available for use in the Sponsor's business, and may be of benefit to
the Sponsor.
TAX STATUS
In the Opinion of Chapman and Cutler, special counsel for the Sponsor,
under existing law:
1. Each Trust is not an association taxable as a corporation for
federal income tax purposes.
2. Each Unitholder will be considered the owner of a pro rata
portion of each of the Trust assets for federal income tax purposes under
Subpart E,
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Subchapter J of Chapter 1 of the Internal Revenue Code of 1986, as amended
(the "CODE"). Each Unitholder will be considered to have received his pro
rata share of income derived from each Trust asset when such income is
considered to be received by a Trust.
3. Each Unitholder will have a taxable event when a Security is
disposed of (whether by sale, exchange, liquidation, redemption, or payment
at maturity) or when the Unitholder redeems or sells his Units. The cost
of the Units to a Unitholder on the date such Units are purchased is
allocated among the Securities held in a Trust (in accordance with the
proportion of the fair market values of such Securities) in order to
determine his tax basis for his pro rata portion in each Security.
Unitholders must reduce the tax basis of their Units for their share of
accrued interest received, if any, on Securities delivered after the date
on which the Unitholders pay for their Units and, consequently, such
Unitholders may have an increase in taxable gain or reduction in capital
loss upon the disposition of such Units. Gain or loss upon the sale or
redemption of Units is measured by comparing the proceeds of such sale or
redemption with the adjusted basis of the Units. If the Trustee disposes
of Securities, gain or loss is recognized to the Unitholder (subject to
various non-recognition provisions of the Code). The amount of any such
gain or loss is measured by comparing the Unitholders' pro rata share of
the total proceeds from such disposition with his basis for his fractional
interest in the asset disposed of. The basis of each Unit and of each
Security which was issued with original issue discount must be increased
by the amount of accrued original issue discount and the basis of each
Unit and of each Security which was purchased by a Trust at a premium must
be reduced by the annual amortization of bond premium which the Unitholder
has properly elected to amortize under Section 171 of the Code. The tax
basis reduction requirements of the Code relating to amortization of bond
premium may, under some circumstances, result in the Unitholder realizing
a taxable gain when his Units are sold or redeemed for an amount equal to
or less than his original cost. A Trust may contain certain "zero coupon"
Securities (the "STRIPPED TREASURY SECURITIES") that are treated as bonds
that were originally issued at an original issue discount provided,
pursuant to a Treasury Regulation (the "REGULATION") issued on
December 28, 1992, that the amount of original issue discount determined
under Section 1286 of the Code is not less than a DE MINIMIS amount as
determined thereunder. Because the Stripped Treasury Securities represent
interests in "stripped" U.S. Treasury bonds, a Unitholder's initial cost
for his pro rata portion of each Stripped Treasury Security held by a
Trust (determined at the time he acquires his Units, in the manner
described above) shall be treated as its "purchase price" by the
Unitholder. Original issue discount is effectively treated as interest
for federal income tax purposes, and the amount of original issue discount
in this case is generally the difference between the bond's purchase price
and its stated redemption price at maturity. A Unitholder will be
required to include in gross income for each taxable year the sum of his
daily portions of original issue discount attributable to the Stripped
Treasury Securities held by a Trust as such original issue discount accrues
and will, in general, be subject to federal income tax with respect to the
total amount of such original issue discount that accrues for such year
even though the income is not distributed to the Unitholders during such
year to the extent it is not
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less than a DE MINIMIS amount as determined under the Regulation. To the
extent that the amount of such discount is less than the respective DE
MINIMIS amount, such discount shall be treated as zero. In general,
original issue discount accrues daily under a constant interest rate
method which takes into account the semi-annual compounding of accrued
interest. In the case of the Stripped Treasury Securities, this method
will generally result in an increasing amount of income to the Unitholders
each year.
Limitations on Deductibility of Trust Expenses by Unitholders -- Each
Unitholder's pro rata share of each expense paid by a Trust is deductible by
the Unitholder to the same extent as though the expense had been paid
directly by him. It should be noted that as a result of the Tax Reform Act
of 1986, certain miscellaneous itemized deductions, such as investment
expenses, tax return preparation fees and employee business expenses, may be
deductible by an individual only to the extent they exceed 2% of such
individual's adjusted gross income. Unitholders may be required to treat
certain expenses of a Trust as miscellaneous itemized deductions subject to
this limitation.
Premium -- If a Unitholder's tax basis of his pro rata portion in any
Securities held by a Trust exceeds the amount payable by the issuer of the
Security with respect to such pro rata interest upon the maturity of the
Security, such excess would be considered "premium" which may be amortized by
the Unitholder at the Unitholder's election as provided in Section 171 of the
Code.
Original Issue Discount -- Certain of the Securities in a Trust may have
been acquired with "original issue discount." In the case of any Securities
in a Trust acquired with "original issue discount" that exceeds a "DE
MINIMIS" amount as specified in the Code, such discount is includable in
taxable income of the Unitholders on an accrual basis computed daily, without
regard to when payments of interest on such Securities are received. The
Code provides a complex set of rules regarding the accrual of original issue
discount. These rules provide that original issue discount generally accrues
on the basis of a constant compound interest rate over the term of the
Securities. Unitholders should consult their tax advisers as to the amount
of original issue discount as it accrues.
Special original issue discount rules apply if the purchase price of the
Security by a Trust exceeds its original issue price plus the amount of
original issue discount which would have previously accrued based upon its
issue price (its "ADJUSTED ISSUE PRICE"). Similarly, these special rules
would apply to a Unitholder if the tax basis of his pro rata portion of a
Security issued with original issue discount exceeds his pro rata portion of
its adjusted issue price. Unitholders should also consult their tax advisers
regarding these special rules.
Market Discount -- If a Unitholder's tax basis in his pro rata portion of
Securities is less than the allocable portion of such Security's stated
redemption price at maturity (or, if issued with original issue discount, the
allocable portion of its "REVISED ISSUE PRICE"), such difference will
constitute market discount unless the amount of market discount is "DE
MINIMIS" as specified in the Code. Market discount accrues daily computed on
a straight-line basis, unless the Unitholder elects to calculate accrued
market discount under a constant-yield
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method. The market discount rules do not apply to Stripped Treasury
Securities because they are stripped debt instruments subject to special
original issue discount rules discussed above. Unitholders should consult
their own tax advisers regarding whether an election should be made and as to
the amount of market discount which accrues.
Accrued market discount is generally includible in taxable income to the
Unitholders as ordinary income for Federal tax purposes upon the receipt of
serial principal payments on the Securities, on the sale, maturity or
disposition of such Securities by a Trust, and on the sale by a Unitholder of
Units, unless a Unitholder elects to include the accrued market discount in
taxable income as such discount accrues. If a Unitholder does not elect to
annually include accrued market discount in taxable income as it accrues,
deductions for any interest expense incurred by the Unitholder which is
incurred to purchase or carry his Units will be reduced by such accrued
market discount. In general, the portion of any interest expense which was
not currently deductible would ultimately be deductible when the accrued
market discount is included in income.
Computation of the Unitholder's Tax Basis -- The tax basis of a
Unitholder with respect to his interest in a Security is increased by the
amount of original issue discount (and market discount, if the Unitholder
elects to include market discount, if any, on the Securities held by a Trust
in income as it accrues) thereon properly included in the Unitholder's gross
income as determined for Federal income tax purposes and reduced by the
amount of any amortized premium which the Unitholder has properly elected to
amortize under Section 171 of the Code. A Unitholder's tax basis in his
Units will equal his tax basis in his pro rata portion of all of the assets
of a Trust.
Recognition of Taxable Gain or Loss upon Disposition of Obligations by a
Trust or Disposition of Unit -- A Unitholder will recognize taxable capital
gain (or loss) when all or part of his pro rata interest in a Security is
disposed of in a taxable transaction for an amount greater (or less) than his
tax basis therefor. Any gain recognized on a sale or exchange and not
constituting a realization of accrued "market discount," and any loss, will
generally be capital gain or loss except in the case of a dealer or financial
institution. As previously discussed, gain realized on the disposition of
the interest of a Unitholder in any Security deemed to have been acquired
with market discount will be treated as ordinary income to the extent the
gain does not exceed the amount of accrued market discount not previously
taken into income. Any capital gain or loss arising from the disposition of
a Security by a Trust or the disposition of Units by a Unitholder will be
short-term capital gain (or loss) unless the Unitholder has held his Units
for more than one year in which case such capital gain or loss will be
long-term. For taxpayers other than corporations, net capital gains are
subject to a maximum marginal stated tax rate of 28 percent. However, it
should be noted that legislative proposals are introduced from time to time
that affect tax rates and could affect relative differences at which ordinary
income and capital gains are taxed. The tax cost reduction requirements of
the Code relating to amortization of bond premium may, under some
circumstances, result in the Unitholder's realizing taxable gain when his
Units are sold or redeemed for an amount equal to or less than his original
cost.
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If the Unitholder disposes of a Unit, he is deemed thereby to have
disposed of his entire pro rata interest in all Trust assets, including his
pro rata portion of all of the Securities represented by the Unit. This may
result in a portion of the gain, if any, on such sale being taxable as
ordinary income under the market discount rules (assuming no election was
made by the Unitholder to include market discount in income as it accrues) as
previously discussed.
"The Revenue Reconciliation Act of 1993" (the "TAX ACT") raised tax
rates on ordinary income while capital gains remain subject to a 28 percent
maximum stated rate for taxpayers other than corporations. Because some or
all capital gains are taxed at a comparatively lower rate under the Tax Act,
the Tax Act includes a provision that recharacterizes capital gains as
ordinary income in the case of certain financial transactions that are
"conversion transactions" effective for transactions entered into after April
30, 1993. Unitholders and prospective investors should consult with their
tax advisers regarding the potential effect of this provision on their
investment in Units.
Foreign Investors -- A Unitholder who is a foreign investor (I.E., an
investor other than a U.S. citizen or resident of a U.S. corporation,
partnership, estate or trust) will not be subject to United States federal
income taxes, including withholding taxes, on interest income (including any
original issue discount) on, or any gain from the sale or other disposition
of, his pro rata interest in any Security or the sale of his Units PROVIDED
that (i) the interest income or gain is not effectively connected to the
conduct by the foreign investor of a trade or business within the United
States, (ii) with respect to any gain, the foreign investor (if an
individual) is not present in the United States for 183 days or more during
his taxable year, (iii) the foreign investor provides all certification which
may be required of his or her status (foreign investors may contact the
Sponsor to obtain a Form W-8 which must be filed with the Trustee and refiled
every three calendar years thereafter) and (iv) FURTHER PROVIDED that the
exemption from withholding for U.S. Federal income taxes for interest on any
U.S. Securities shall apply to the extent the securities were issued after
July 18, 1984. Foreign investors should consult their tax advisers with
respect to United States tax consequences of ownership of Units. On December
7, 1995 the U.S. Treasury Department released proposed legislation that, if
adopted, could affect the United States federal income taxation of such
non-United States Unitholders and the portion of the Trust's income allocable
to non-United States Unitholders.
In the opinion of Carter, Ledyard & Milburn, special counsel to the
Trusts for New York tax matters each Trust is not an association taxable as a
corporation and the income of each Trust will be treated as the income of the
Unitholders under the existing income tax laws of the State and City of New
York.
General -- Each Unitholder (other than a foreign investor who has
properly provided the certifications described above) will be requested to
provide the Unitholder's taxpayer identification number to the Trustee and to
certify that the Unitholder has not been notified that payments to the
Unitholder are subject to back-up withholding. If the proper taxpayer
identification number and appropriate certification are not provided with
requested, distributions by a Trust to such Unitholder will be subject to
back-up withholding.
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The foregoing discussion relates only to United States federal income
taxes and applies only to the Trusts which are described in this Prospectus;
Unitholders may be subject to state and local taxation in other jurisdictions
(including a foreign investor's country of residence). Unitholders should
consult their tax advisers regarding potential state, local, or foreign
taxation with respect to the Units and the tax treatment of Securities
acquired at an original issue discount or market discount and premium, if any.
TRUST OPERATING EXPENSES
No annual advisory fee is charged to the Trusts by the Sponsor. The
Sponsor does, however, receive those fees as set forth in "Expense
Information" in Part A of this Prospectus for regularly evaluating the
Securities and for maintaining surveillance over the portfolio. (See "UNIT
VALUE AND EVALUATION.")
The Trustee receives for ordinary recurring services an annual fee for
each Trust as set forth in "Expense Information" appearing in Part A of this
Prospectus. The Trustee's fee may be periodically adjusted in response to
fluctuations in short-term interest rates (reflecting the cost to the Trustee
of advancing funds to a Trust to meet scheduled distributions) and may be
further adjusted in accordance with the cumulative percentage increase of the
United States Department of Labor's Consumer Price Index entitled "All
Services Less Rent of Shelter" since the establishment of the Trusts. The
Trustee has the use of funds, if any, being held in the Interest and
Principal Accounts of each Trust for future distributions, payment of
expenses and redemptions. These Accounts are non-interest bearing to
Unitholders. Pursuant to normal banking procedures, the Trustee benefits
from the use of funds held therein. Part of the Trustee's compensation for
its services to the Trusts is expected to result from such use of these funds.
All or a portion of the expenses incurred in establishing the 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 each Trust portfolio,
the initial evaluation, legal fees, the initial fees and expenses of the
Trustee and any other non-material out-of-pocket expenses, will be paid by
the Trusts and amortized over the life of such Trusts. The following are
additional expenses of the Trusts and, when paid by or are owed to the
Trustee, are secured by a lien on the assets of the Trust or Trusts to which
such expenses are allocable: (1) the expenses and costs of any action
undertaken by the Trustee to protect the Trusts and the rights and interests
of the Unitholders; (2) all taxes and other governmental charges upon the
Securities or any part of the Trusts (no such taxes or charges are being
levied or made or, to the knowledge of the Sponsor, contemplated); (3)
amounts payable to the Trustee as fees for ordinary recurring services and
for extraordinary non-recurring services rendered pursuant to the Indenture,
all disbursements and expenses including counsel fees (including fees of
counsel which the Trustee may retain) sustained or incurred by the Trustee in
connection therewith; and (4) any losses or liabilities accruing to the
Trustee without negligence, bad faith or willful misconduct on its part. The
Trustee is empowered to sell Securities in order to pay these amounts if
funds are not otherwise available in the applicable Interest and Principal
Accounts.
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The Indenture requires each Trust to be audited on an annual basis at
the expense of the Trust by independent public accountants selected by the
Sponsor. The Trustee shall not be required, however, to cause such an audit
to be performed if its cost to a Trust shall exceed $.05 per Unit on an
annual basis. Unitholders of a Trust covered by an audit may obtain a copy
of the audited financial statements upon request.
DISTRIBUTIONS TO UNITHOLDERS
Interest received by the Trustee on the Securities in each Trust,
including that part of the proceeds of any disposition of Securities which
represents accrued interest shall be credited to the "Interest Account" of
such Trust and all other moneys received by the Trustee shall be credited to
the "Principal Account" of such Trust.
The pro rata share of cash in the Principal Account in each Trust will
be computed as of each monthly Record Date and distributions to the
Unitholders as of such Record Date will be made on or shortly after the
fifteenth day of the month. Proceeds received from the disposition,
including sale, call or maturity, of any of the Securities and all amounts
paid with respect to zero coupon bonds and Stripped Obligations will be held
in the Principal Account and either used to pay for Units redeemed or
distributed on the Distribution Date following the next monthly Record Date.
The Trustee is not required to make a distribution from the Principal Account
of any Trust unless the amount available for distribution in such account
equals at least ten cents per Unit.
The pro rata share of the Interest Account in each Trust will be
computed by the Trustee each month as of each Record Date and distributions
will be made on or shortly after the fifteenth day of the month to
Unitholders of such Trust as of the Record Date. Persons who purchase Units
between a Record Date and a Distribution Date will receive their first
distribution on the Distribution Date following the next Record Date under
the applicable plan of distribution.
See Part A of this Prospectus for details of distributions per Unit of
each Trust based upon estimated Net Annual Interest Income at the Initial
Date of Deposit. The amount of the regular distributions will generally
change when Securities are redeemed, mature or are sold or when fees and
expenses increase or decrease. For the purpose of minimizing fluctuations in
the distributions from the Interest Account of a Trust, the Trustee is
authorized to advance such amounts as may be necessary to provide for
interest distributions of approximately equal amounts. The Trustee shall be
reimbursed, without interest, for any such advances from funds in the
Interest Account of such Trust. The Trustee's fee takes into account the
costs attributable to the outlay of capital needed to make such advances.
As of the first day of each month the Trustee will deduct from the
Interest Account of a Trust or, to the extent funds are not sufficient
therein, from the Principal Account of a Trust, amounts needed for payment of
expenses of such Trust. The Trustee also may withdraw from said accounts
such amount, if any, as it deems necessary to establish a reserve for any
governmental charges payable out of such Trust. Amounts so withdrawn shall
not be considered a part of a Trust's assets until such time as the Trustee
shall return all or any
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part of such amounts to the approximate account. In addition, the Trustee
shall withdraw from the Interest Account and the Principal Account of a Trust
such amounts as may be necessary to cover redemptions of Units of such Trust
by the Trustee. Funds which are available for future distributions,
redemptions and payment of expenses are held in accounts which are
non-interest bearing to Unitholders and are available for use by the Trustee
pursuant to normal banking procedures.
ACCUMULATION PLAN
The Sponsor is also the principal underwriter of several open-end mutual
funds (the "ACCUMULATION FUNDS") into which Unitholders may choose to
reinvest Trust distributions. Unitholders may elect to reinvest principal
distributions or interest and principal distributions automatically, without
any sales charge. Each Accumulation Fund has investment objectives which
differ in certain respects from those of the Trusts and may invest in
securities which would not be eligible for deposit in the Trusts. Further
information concerning the Accumulation Plan and a list of Accumulation Funds
is set forth in the Information Supplement of this Prospectus, which may be
obtained by contacting the Trustee at the phone number listed on the back
cover of this Prospectus.
Participants may at any time, by so notifying the Trustee in writing,
elect to change the Accumulation Fund into which their distributions are
being reinvested, to change from principal only reinvestment to reinvestment
of both principal and interest or vice versa, or to terminate their
participation in the Accumulation Plan altogether and receive future
distributions on their Units in cash. There will be no charge or other
penalty for such change of election or termination. The character of Trust
distributions for income tax purposes will remain unchanged even if they are
reinvested in an Accumulation Fund.
REPORTS TO UNITHOLDERS
The Trustee shall furnish Unitholders of a Trust in connection with each
distribution, a statement of the amount of interest, if any, and the amount
of other receipts (received since the preceding distribution) being
distributed, expressed in each case as a dollar amount representing the pro
rata share of each Unit of a Trust outstanding and a year to date summary of
all distributions paid on said Units. Within a reasonable period of time
after the end of each calendar year, the Trustee shall furnish to each
person, who at any time during the calendar year was a registered Unitholder
of a Trust, a statement with respect to such Trust (i) as to the Interest
Account: interest received (including amounts representing interest received
upon any disposition of Securities), deductions for fees and expenses of such
Trust, redemption of Units and the balance remaining after such distributions
and deductions, expressed in each case both as a total dollar amount and as a
dollar amount representing the pro rata share of each Unit outstanding on the
last business day of such calendar year; (ii) as to the Principal Account:
the dates of disposition of any Securities and the net proceeds received
therefrom (excluding any portion representing accrued interest), the amount
paid for purchase of Replacement Securities, the amount paid upon redemption
of Units, deductions for payment of applicable taxes and fees and expenses of
the Trustee,
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and the balance remaining after such distributions and deductions expressed
both as a total dollar amount and as a dollar amount representing the pro
rata share of each Unit outstanding on the last business day of such calendar
year; (iii) a list of the Securities held and the number of Units outstanding
on the last business day of such calendar year; (iv) the Unit Value based
upon the last computation thereof made during such calendar year; and (v)
amounts actually distributed during such calendar year from the Interest
Account and from the Principal Account, separately stated, expressed both as
total dollar amounts and as dollar amounts representing the pro rata share of
each Unit outstanding.
UNIT VALUE AND EVALUATION
The value of each Trust is determined by the Sponsor on the basis of (1)
the cash on hand in the Trust or moneys in the process of being collected,
(2) the value of the Securities in the Trust based on the BID prices of the
Securities and (3) interest accrued thereon not subject to collection, LESS
(1) amounts representing taxes or governmental charges payable out of the
Trust and (2) the accrued expenses of the Trust. The result of such
computation is divided by the number of Units of such Trust outstanding as of
the date thereof to determine the per Unit value ("UNIT VALUE") of such
Trust. The Sponsor may determine the value of the Securities in each Trust
(1) on the basis of current BID prices of the Securities obtained from
dealers or brokers who customarily deal in securities comparable to those
held by a Trust, (2) if bid prices are not available for any of the
Securities, on the basis of bid prices for comparable securities, (3) by
causing the value of the Securities to be determined by others engaged in the
practice of evaluating, quoting or appraising comparable securities or (4) by
any combination of the above. Although the Unit Value of each Trust is based
on the BID prices of the Securities, the Units are sold initially to the
public at the Public Offering Price based on the OFFERING prices of the
Securities.
DISTRIBUTIONS OF UNITS TO THE PUBLIC
Nuveen, in addition to being the Sponsor, is the sole Underwriter of the
Units. It is the intention of the Sponsor to qualify Units of the Trusts for
sale under the laws of substantially all of the states of the United States
of America.
Promptly following the deposit of Securities in exchange for Units of
the Trusts, it is the practice of the Sponsor to place all of the Units as
collateral for a letter or letters of credit from one or more commercial
banks under an agreement to release such Units from time to time as needed
for distribution. Under such an arrangement the Sponsor pays such banks
compensation based on the then current interest rate. This is a normal
warehousing arrangement during the period of distribution of the Units to
public investors. To facilitate the handling of transactions, sales of Units
shall be limited to transactions involving a minimum of either $5,000 or 50
Units, whichever is less. The Sponsor reserves the right to reject, in whole
or in part, any order for the purchase of Units.
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The Sponsor plans to allow a discount to brokers and dealers in
connection with the primary distribution of Units and also in secondary
market transactions. The amounts of such discounts are set forth in Part A
of this Prospectus.
The Sponsor currently intends to maintain a secondary market for Units
of each Trust. See "MARKET FOR UNITS."
The Sponsor reserves the right to change the amount of the dealer
concessions set forth in Part A of this Prospectus from time to time.
Registered investment advisers, certified financial planners and
registered broker-dealers who in each case either charge periodic fees for
financial planning, investment advisory or asset management services, or
provide such services in connection with the establishment of an investment
account for which a comprehensive "wrap fee" charge is imposed, and bank
trust departments investing funds over which they exercise exclusive
discretionary investment authority and that are held in a fiduciary, agency,
custodial or similar capacity, are not entitled to receive any dealer
concession for any sales made to investors which qualified as "Discounted
Purchases" during the primary or secondary market. (See "PUBLIC OFFERING
PRICE.")
Certain commercial banks are making Units of the Trusts available to
their customers on an agency basis. A portion of the sales charge paid by
these customers is retained by or remitted to the banks in the amounts shown
in the above table. The Glass-Steagall Act prohibits banks from underwriting
Trust Units; the Act does, however, permit certain agency transactions and
banking regulators have not indicated that these particular agency
transactions are not permitted under the Act. In Texas and in certain other
states, any bank making Units available must be registered as a broker-dealer
under state law.
OWNERSHIP AND TRANSFER OF UNITS
The ownership of Units is evidenced by book entry positions recorded on
the books and records of the Trustee unless the Unitholder expressly requests
that the purchased Units be evidenced in Certificate form. The Trustee is
authorized to treat as the owner of Units that person who at the time is
registered as such on the books of the Trustee. Any Unitholder who holds a
Certificate may change to book entry ownership by submitting to the Trustee
the Certificate along with a written request that the Units represented by
such Certificate be held in book entry form. Likewise, a Unitholder who
holds Units in book entry form may obtain a Certificate for such Units by
written request to the Trustee. Units may be held in denominations of one
Unit or any multiple or fraction thereof. Fractions of Units are computed to
three decimal places. Any Certificates issued will be numbered serially for
identification, and are issued in fully registered form, transferable only on
the books of the Trustee. Book entry Unitholder will receive a Book Entry
Position Confirmation reflecting their ownership.
Units are transferable by making a written request to the Trustee and,
in the case of Units evidenced by Certificate(s), by presenting and
surrendering such Certificate(s) to the
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Trustee, at its address listed on the back cover of this Part B of the
Prospectus, properly endorsed or accompanied by a written instrument or
instruments of transfer. The Certificate(s) should be sent registered or
certified mail for the protection of the Unitholders. Each Unitholder must
sign such written request, and such Certificate(s) or transfer instrument,
exactly as his name appears on (a) the face of the Certificate(s)
representing the Units to be transferred, or (b) the Book Entry Position
Confirmation(s) relating to the Units to be transferred. Such signature(s)
must be guaranteed by a guarantor acceptable to the Trustee. In certain
instances the Trustee may require additional documents such as, but not
limited to, trust instruments, certificates of death, appointments as
executor or administrator or certificates of corporate authority. Mutilated
Certificates must be surrendered to the Trustee in order for a replacement
Certificate to be issued. Although at the date hereof no charge is made and
none is contemplated, a Unitholder may be required to pay $2.00 to the
Trustee for each Certificate reissued or transfer of Units requested and to
pay any governmental charge which may be imposed in connection therewith.
Replacement of lost, stolen or destroyed certificates.
To obtain a new Certificate replacing one that has been lost, stolen, or
destroyed, the Unitholder must furnish the Trustee with sufficient
indemnification and pay such expenses as the Trustee may incur. This
indemnification must be in the form of an Open Penalty Bond of
Indemnification. The premium for such an indemnity bond may vary, but
currently amounts to 1% of the market value of the Units represented by the
Certificate. In the case however, of a Trust as to which notice of
termination has been given, the premium currently amounts to 0.5% of the
market value of the Units represented by such Certificate.
REDEMPTION
Unitholders may redeem all or a portion of their Units by (1) making a
written request for such redemption (book entry Unitholders may use the
redemption form on the reverse side of their Book Entry Position
Confirmation) to the Trustee at its address listed on the back cover of this
Part B of the Prospectus (redemptions of 1,000 Units or more will require a
signature guarantee), (2) in the case of Units evidenced by a Certificate, by
also tendering such Certificate to the Trustee, duly endorsed or accompanied
by proper instruments of transfer with signatures guaranteed as explained
above, or provide satisfactory indemnity required in connection with lost,
stolen or destroyed Certificates and (3) payment of applicable governmental
charges, if any. Certificates should be sent only by registered or certified
mail to minimize the possibility of their being lost or stolen. (See
"OWNERSHIP AND TRANSFER OF UNITS.") No redemption fee will be charged. A
Unitholder may authorize the Trustee to honor telephone instructions for the
redemption of Units held in book entry form. Units represented by
Certificates may not be redeemed by telephone. The proceeds of Units
redeemed by telephone will be sent by check either to the Unitholder at the
address specified on his account or to a financial institution specified by
the Unitholder for credit to the account of the Unitholders. A Unitholder
wishing to use this method of redemption must complete a Telephone Redemption
Authorization Form and furnish the Form to the Trustee. Telephone Redemption
Authorization Forms can be obtained from a Unitholder's registered
representative or by calling the Trustee. Once the
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completed Form is on file, the Trustee will honor telephone redemption
requests by any authorized person. The time a telephone redemption request
is received determines the "date of tender" as discussed below. The
redemption proceeds will be mailed within three business days following the
telephone redemption request. Only Units held in the name of individuals may
be redeemed by telephone; accounts registered in broker name, or accounts of
corporations or fiduciaries (including among others, trustees, guardians,
executors and administrators) may not use the telephone redemption privilege.
On the third business day following the date of tender, the Unitholder
will be entitled to receive in cash for each Unit tendered an amount equal to
the Unit Value of such Trust determined by the Trustee, as of 4:00 p.m.
eastern time, or as of any earlier closing time on a day on which the
Exchange is scheduled in advance to close at such earlier time, on the date
of tender as defined hereafter, plus accrued interest to, but not including,
the third business day after the date of tender ("REDEMPTION PRICE"). The
price received upon redemption may be more or less than the amount paid by
the Unitholder depending on the value of the Securities on the date of
tender. Unitholders should check with the Trustee or their broker to
determine the Redemption Price before tendering Units.
The "DATE OF TENDER" is deemed to be the date on which the request for
redemption of Units is received in proper form by the Trustee, except that as
regards a redemption request received after 4:00 p.m. eastern time, or as of
any earlier closing time on a day on which the Exchange is scheduled in
advance to close at such earlier time, or on any day on which the Exchange is
normally closed, the date of tender is the next day on which such Exchange is
normally open for trading and such request will be deemed to have been made
on such day and the redemption will be effected at the Redemption Price
computed on that day.
Accrued interest paid on redemption shall be withdrawn from the Interest
Account of the appropriate Trust or, if the balance therein is insufficient,
from the Principal Account of such Trust. All other amounts paid on
redemption shall be withdrawn from the Principal Account. The Trustee is
empowered to sell underlying Securities of a Trust in order to make funds
available for redemption. (See "REMOVAL OF SECURITIES FROM THE TRUSTS.")
Units so redeemed shall be cancelled. To the extent that Securities are sold
from a Trust, the size and diversity of such Trust will be reduced. Such
sales may be required at a time when Securities would not otherwise be sold
and might result in lower prices than might otherwise be realized.
The Redemption Price is determined on the basis of the BID prices of the
Securities in each Trust, while the initial Public Offering Price of Units
will be determined on the basis of the OFFERING prices of the Securities as
of 4:00 p.m. eastern time on any day on which the Exchange is normally open
for trading, or as of any earlier closing time on a day on which the Exchange
is scheduled in advance to close at such earlier time, and such determination
is made. As of any given time, the difference between the bid and offering
prices of such Securities may be expected to average 1/2% to 2% of principal
amount. In the case of actively traded Securities, the difference may be as
little as 1/4 to 1/2 of 1%, and in the case of inactively traded Securities
such difference usually will not exceed 3%.
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The right of redemption may be suspended and payment postponed (1) for
any period in which the New York Stock Exchange is closed, other than
customary weekend and holiday closings or for any period during which the
Securities and Exchange Commission determines that trading on the New York
Stock Exchange is restricted, (2) for any period during which an emergency
exists, as a result of which disposal or evaluation of the Securities is not
reasonably practicable, or (3) for such other periods as the Securities and
Exchange Commission may by order permit.
Under regulations issued by the Internal Revenue Service, the Trustee
will be required to withhold a specified percentage of the principal amount
of a Unit redemption if the Trustee has not been furnished the redeeming
Unitholder's tax identification number in the manner required by such
regulations. Any amount so withheld is transmitted to the Internal Revenue
Service and may be recovered by the Unitholder only when filing his or her
tax return. Under normal circumstances the Trustee obtains the Unitholder's
tax identification number from the selling broker at the time the Certificate
or Book Entry Return Confirmation is issued, and this number is printed on
the Certificate or Book Entry Return Confirmation and on distribution
statements. If a Unitholder's tax identification number does not appear as
described above, or if it is incorrect, the Unitholder should contact the
Trustee before redeeming Units to determine what action, if any, is required
to avoid this "back-up withholding."
PURCHASE OF UNITS BY THE SPONSOR
The Trustee will notify the Sponsor of any tender of Units for
redemption. If the Sponsor's bid in the secondary market at that time equals
or exceeds the Redemption Price it may purchase such Units by notifying the
Trustee before the close of business on the second succeeding business day
and by making payment therefor to the Unitholder not later than the day on
which payment would otherwise have been made by the Trustee. (See
"REDEMPTION.") The Sponsor's current practice is to bid at the Redemption
Price in the secondary market. Units held by the Sponsor may be tendered to
the Trustee for redemption as any other Units.
REMOVAL OF SECURITIES FROM THE TRUSTS
Securities will be removed from a Trust as they mature or are redeemed
by the issuers thereof. The Indenture also empowers the Trustee to sell
Securities for the purpose of redeeming Units tendered by any Unitholder, and
for the payment of expenses for which income may not be available. Under the
Indenture, the Sponsor is obligated to provide the Trustee with a current
list of Securities in each Trust to be sold in such circumstances. In
deciding which Securities should be sold the Sponsor intends to consider,
among other things, such factors as: (1) market conditions; (2) market prices
of the Securities; (3) the effect on income distributions to Unitholders of
the sale of various Securities; (4) the effect on principal amount of
underlying Securities per Unit of the sale of various Securities; (5) the
financial condition of the issuers; and (6) the effect of the sale of various
Securities on the investment character of the Trust. Such sales, if
required, could result in the sale of
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Securities by the Trustee at prices less than original cost to the Trust. To
the extent Securities are sold, the size and diversity of such Trust will be
reduced.
In addition, the Sponsor is empowered to direct the Trustee to liquidate
Securities upon the happening of certain other events, such as default in the
payment of principal and/or interest, an action of the issuer that will
adversely affect its ability to continue payment of the principal of and
interest on its Securities, or an adverse change in market, revenue or credit
factors affecting the investment character of the Securities. If a default
in the payment of the principal of and/or interest on any of the Securities
occurs, and if the Sponsor fails to instruct the Trustee whether to sell or
continue to hold such Securities within 30 days after notification by the
Trustee to the Sponsor of such default, the Indenture provides that the
Trustee shall liquidate said Securities forthwith and shall not be liable for
any loss so incurred. The Sponsor may also direct the Trustee to liquidate
Securities in a Trust if the Securities in the Trust are the subject of an
advanced refunding generally considered to be when refunding securities are
issued and the proceeds thereof are deposited in irrevocable trust to retire
the refunded Securities on their redemption date.
Except as stated in "COMPOSITION OF TRUSTS" regarding the deposit of
additional securities or the limited right of substitution of Replacement
Securities for Failed Securities, and except for refunding Securities that
may be exchanged for Securities under certain conditions specified in the
Indenture, the Indenture does not permit either the Sponsor or the Trustee to
acquire or deposit securities either in addition to, or in substitution for,
any of the Securities initially deposited in a Trust.
INFORMATION ABOUT THE TRUSTEE
The Trustee and its address are stated on the back cover of this Part B
of the Prospectus. The Trustee is subject to supervision and examination by
the Federal Deposit Insurance Corporation, the Board of Governors of the
Federal Reserve System and either the Comptroller of the Currency or state
banking authorities.
Limitations on Liabilities of Sponsor and Trustee
The Sponsor and the Trustee shall be under no liability to Unitholders
for taking any action or for refraining from any action in good faith
pursuant to the Indenture, or for errors in judgment, but shall be liable
only for their own negligence, lack of good faith or willful misconduct. The
Trustee shall not be liable for depreciation or loss incurred by reason of
the sale by the Trustee of any of the Securities. In the event of the
failure of the Sponsor to act under the Indenture, the Trustee may act
thereunder and shall not be liable for any action taken by it in good faith
under the Indenture.
The Trustee shall not be liable for any taxes or other governmental
charges imposed upon or in respect of the Securities or upon the interest
thereon or upon it as Trustee under the Indenture or upon or in respect of
any Trust which the Trustee may be required to pay under any present or
future law of the United States of America or of any other taxing
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authority having jurisdiction. In addition, the Indenture contains other
customary provisions limiting the liability of the Trustee.
Successor Trustees and Sponsors
The Trustee or any successor trustee may resign by executing an
instrument of resignation in writing and filing same with the Sponsor and
mailing a copy of a notice of resignation to all Unitholders then of record.
Upon receiving such notice, the Sponsor is required to promptly appoint a
successor trustee. If the Trustee becomes incapable of acting or is adjudged
a bankrupt or insolvent, or a receiver or other public officer shall take
charge of its property or affairs, the Sponsor may remove the Trustee and
appoint a successor by written instrument. The resignation or removal of a
trustee and the appointment of a successor trustee shall become effective
only when the successor trustee accepts its appointment as such. Any
successor trustee shall be a corporation authorized to exercise corporate
trust powers, having capital, surplus and undivided profits of not less than
$5,000,000. Any corporation into which a trustee may be merged or with which
it may be consolidated, or any corporation resulting from any merger or
consolidation to which a trustee shall be a party, shall be the successor
trustee.
If upon resignation of a trustee no successor has been appointed and has
accepted the appointment within 30 days after notification, the retiring
trustee may apply to a court of competent jurisdiction for the appointment of
a successor.
If the Sponsor fails to undertake any of its duties under the Indenture,
and no express provision is made for action by the Trustee in such event, the
Trustee may, in addition to its other powers under the Indenture (1) appoint
a successor sponsor or (2) terminate the Indenture and liquidate the Trusts.
INFORMATION ABOUT THE SPONSOR
Founded in 1898, Nuveen is the oldest and largest investment banking
firm specializing in the underwriting and distribution of tax-exempt
securities and maintains the largest research department in the investment
banking community devoted exclusively to the analysis of municipal
securities. In 1961, Nuveen began sponsoring the Nuveen Tax-Free Unit Trust
and since that time has issued more than $36 billion in tax-exempt unit
trusts, including over $12 billion in tax-exempt insured unit trusts. In
addition, Nuveen open-end and closed-end funds held approximately $35 billion
in securities under management as of the date of this Statement. Over
1,000,000 individuals have invested to date in Nuveen's tax-exempt funds and
trusts. Nuveen is a subsidiary of The John Nuveen Company which, in turn, is
approximately 78% owned by the St. Paul Companies, Inc. ("ST. PAUL"). St.
Paul is located in St. Paul, Minnesota and is principally engaged in
providing property-liability insurance through subsidiaries. Nuveen is a
member of the National Association of Securities Dealers, Inc. and the
Securities Industry Association and has its principal offices located in
Chicago (333 West Wacker Drive) and New York (Swiss Bank Tower, 10 East 50th
Street). Nuveen maintains 11 regional offices.
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To help advisers and investors better understand and more efficiently
use an investment in the Trusts to reach their investment goals, the Sponsor
may advertise and create specific investment programs and systems. For
example, such activities may include presenting information on how to use an
investment in the Trust, alone or in combination with an investment in other
mutual funds or unit investment trusts sponsored by Nuveen, to accumulate
assets for future education needs or periodic payments such as insurance
premiums. The Trusts' sponsor may produce software or additional sales
literature to promote the advantages of using the Trusts to meet these and
other specific investor needs.
OTHER INFORMATION
Amendment of Indenture
The Indenture may be amended by the Trustee and the Sponsor without the
consent of any of the Unitholders (1) to cure any ambiguity or to correct or
supplement any provision thereof which may be defective or inconsistent, or
(2) to make such other provisions as shall not adversely affect the
Unitholders, provided, however, that the Indenture may not be amended to
permit the deposit or acquisition of securities either in addition to, or in
substitution for any of the Securities initially deposited in any Trust
except as stated in "COMPOSITION OF TRUSTS" regarding the creation of
additional Units and the limited right of substitution of Replacement
Securities and except for the substitution of refunding securities under
certain circumstances. The Trustee shall advise the Unitholders of any
amendment promptly after execution thereof.
Termination of Indenture
Each Trust may be liquidated at any time by written consent of 100% of
the Unitholders or by the Trustee when the value of such Trust, as shown by
any evaluation, is less than 20% of the original principal amount of such
Trust and will be liquidated by the Trustee in the event that Units not yet
sold aggregating more than 60% of the Units originally created are tendered
for redemption by the Sponsor thereby reducing the net worth of such Trust to
less than 40% of the principal amount of the Securities originally deposited
in the portfolio. (See "Performance Information" appearing in Part A of this
Prospectus.) The sale of Securities from the Trusts upon termination may
result in realization of a lesser amount than might otherwise be realized if
such sale were not required at such time. For this reason, among others, the
amount realized by a Unitholder upon termination may be less than the
principal amount of Securities originally represented by the Units held by
such Unitholder. The Indenture will terminate upon the redemption, sale or
other disposition of the last Security held thereunder, but in no event shall
it continue beyond the end of the calendar year preceding the twentieth
anniversary of its execution for Long-Term, Long Intermediate, and
Intermediate Trusts or beyond the end of the calendar year preceding the
tenth anniversary of its execution for Short Intermediate and Short Term
Trusts.
Written notice of any termination specifying the time or times at which
Unitholders may surrender their Certificates, if any, for cancellation shall
be given by the Trustee to
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each Unitholder at the address appearing on the registration books of a Trust
maintained by the Trustee. Within a reasonable time thereafter, the Trustee
shall liquidate any Securities in the Trust then held and shall deduct from
the assets of the Trust any accrued costs, expenses or indemnities provided
by the Indenture which are allocable to such Trust, including estimated
compensation of the Trustee and costs of liquidation and any amounts required
as a reserve to provide for payment of any applicable taxes or other
governmental charges. The Trustee shall then distribute to Unitholders of
such Trust their pro rata share of the balance of the Interest and Principal
Accounts. With such distribution, the Unitholders shall be furnished a final
distribution statement, in substantially the same form as the annual
distribution statement, of the amount distributable. At such time as the
Trustee in its sole discretion shall determine that any amounts held in
reserve are no longer necessary, it shall make distribution thereof to
Unitholders in the same manner.
Legal Opinion
The legality of the Units offered hereby has been passed upon by Chapman
and Cutler, 111 West Monroe Street, Chicago, Illinois 60603. Carter, Ledyard
& Milburn, 2 Wall Street, New York, New York 10005, has acted as counsel for
the Trustee with respect to the Series.
Auditors
The "Statement of Condition" and "Schedule of Investments" at Initial
Date of Deposit included in Part A of this Prospectus have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report in Part A of this Prospectus, and are included herein in reliance upon
the authority of said firm as experts in giving said report.
Supplemental Information
Upon written or telephonic request to the Trustee, investors will
receive at no cost to the investor supplemental information about this Trust,
which has been filed with the Securities and Exchange Commission and is
intended to supplement information contained in Part A and Part B of this
Prospectus. This supplement includes additional general information about
the Sponsor and the Trusts.
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NUVEEN UNIT TRUSTS
PROSPECTUS -- PART B
MAY 1, 1997
Sponsor John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, IL 60606-1286
Telephone: 312-917-7700
Swiss Bank Tower
10 East 50th Street
New York, NY 10022
Telephone: 212-207-2000
Trustee The Chase Manhattan Bank
4 New York Plaza
New York, NY 10004-2413
Telephone: 800-257-8787
Legal Counsel to Sponsor Chapman and Cutler
111 West Monroe Street
Chicago, IL 60603
Independent Arthur Andersen LLP
Public Accountants 33 West Monroe Street
for the Trusts Chicago, IL 60603
Except as to statements made herein furnished by the Trustee, the
Trustee has assumed no responsibility for the accuracy, adequacy and
completeness of the information contained in this Prospectus.
This Prospectus does not contain all of the information set forth in the
registration statement and exhibits relating thereto, filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities
Act of 1933, and to which reference is made.
No person is authorized to give any information or to make
representations not contained in this Prospectus or in supplemental
information or sales literature prepared by the Sponsor, and any information
or representation not contained therein must not be relied upon as having
been authorized by either the Trusts, the Trustee or the Sponsor. This
Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any State to any Person to whom it is not lawful
to make such offer in such state. The Trusts are registered as Unit
Investment Trusts under the Investment Company Act of 1940, as amended. Such
registration does not imply that the Trusts or any of their Units have been
guaranteed, sponsored, recommended or approved by the United States or any
State or agency or officer thereof.
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NUVEEN UNIT TRUSTS
U.S. TREASURY TRUST PROSPECTUS
MAY 1, 1997
NUVEEN UNIT TRUSTS
INFORMATION SUPPLEMENT
NUVEEN UNIT TRUST SERIES 2
The Information Supplement provides additional information concerning
the structure and operations of a Nuveen Unit Trust not found in the
prospectuses for the Trusts. This Information Supplement is not a prospectus
and does not include all of the information that a prospective investor
should consider before investing in a Trust. This Information Supplement
should be read in conjunction with the prospectus for the Trust in which an
investor is considering investing ("PROSPECTUS"). Copies of the Prospectus
can be obtained by calling or writing the Trustee at the telephone number and
address indicated in Part B of the Prospectus. This Information Supplement
has been created to supplement information contained in the Prospectus.
This Information Supplement is dated ______________. Capitalized terms
have been defined in the Prospectus.
TABLE OF CONTENTS
ACCUMULATION PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INFORMATION ABOUT THE SPONSOR . . . . . . . . . . . . . . . . . . . . . . . . 4
EFFECT OF STATE PERSONAL INCOME TAX EXEMPTION . . . . . . . . . . . . . . . . 6
APPENDIX A -- U.S. TREASURY TRUST, SHORT-TERM SERIES 1 CASH FLOWS
<PAGE>
ACCUMULATION PLAN
The Sponsor, John Nuveen & Co. Incorporated, is also the principal
underwriter of the Accumulation Funds listed in the following table. Each of
these funds is an open-end, diversified management investment company into
which Unitholders may choose to reinvest Trust distributions automatically,
without any sales charge. Unitholders may reinvest both interest and
principal distributions or principal distributions only. Each Accumulation
Fund has investment objectives which differ in certain respects from those of
the Trusts and may invest in securities which would not be eligible for
deposit in the Trusts. The investment adviser to each Accumulation Fund is a
wholly-owned subsidiary of the Sponsor. Unitholders should contact their
financial adviser or the Sponsor to determine which of the Accumulation Funds
they may reinvest into, as reinvestment in certain of the Accumulation Funds
may be restricted to residents of a particular state or states. Unitholders
may obtain a prospectus for each Accumulation Fund through their financial
adviser or through the Sponsor at (800) 621-7227. For a more detailed
description, Unitholders should read the prospectus of the Accumulation Fund
in which they are interested.
The following is a complete list of the Accumulation Funds currently
available, as of the Date of Deposit of this Prospectus, to Unitholders under
the Accumulation Plan. The list of available Accumulation Funds is subject
to change without the consent of any of the Unitholders.
Accumulation Funds
MUTUAL FUNDS
NUVEEN FLAGSHIP MUNICIPAL TRUST
Nuveen Municipal Bond Fund
Nuveen Insured Municipal Bond Fund
Nuveen Flagship All-American Municipal Bond Fund
Nuveen Flagship Limited Term Municipal Bond Fund
Nuveen Flagship Intermediate Municipal Bond Fund
NUVEEN FLAGSHIP MULTISTATE TRUST I
Nuveen Flagship Arizona Municipal Bond Fund
Nuveen Flagship Colorado Municipal Bond Fund
Nuveen Flagship Florida Municipal Bond Fund
Nuveen Flagship Florida Intermediate Municipal Bond Fund
Nuveen Maryland Municipal Bond Fund
Nuveen Flagship New Mexico Municipal Bond Fund
Nuveen Flagship Pennsylvania Municipal Bond Fund
Nuveen Flagship Virginia Municipal Bond Fund
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<PAGE>
NUVEEN FLAGSHIP MULTISTATE TRUST II
Nuveen California Municipal Bond Fund
Nuveen California Insured Municipal Bond Fund
Nuveen Flagship Connecticut Municipal Bond Fund
Nuveen Massachusetts Municipal Bond Fund
Nuveen Massachusetts Insured Municipal Bond Fund
Nuveen Flagship New Jersey Municipal Bond Fund
Nuveen Flagship New Jersey Intermediate Municipal Bond Fund
Nuveen Flagship New York Municipal Bond Fund
Nuveen New York Insured Municipal Bond Fund
NUVEEN FLAGSHIP MULTISTATE TRUST III
Nuveen Flagship Alabama Municipal Bond Fund
Nuveen Flagship Georgia Municipal Bond Fund
Nuveen Flagship Louisiana Municipal Bond Fund
Nuveen Flagship North Carolina Municipal Bond Fund
Nuveen Flagship South Carolina Municipal Bond Fund
Nuveen Flagship Tennessee Municipal Bond Fund
NUVEEN FLAGSHIP MULTISTATE TRUST IV
Nuveen Flagship Kansas Municipal Bond Fund
Nuveen Flagship Kentucky Municipal Bond Fund
Nuveen Flagship Kentucky Limited Term Municipal Bond Fund
Nuveen Flagship Michigan Municipal Bond Fund
Nuveen Flagship Missouri Municipal Bond Fund
Nuveen Flagship Ohio Municipal Bond Fund
Nuveen Flagship Wisconsin Municipal Bond Fund
Flagship Utility Income Fund
Nuveen Growth and Income Stock Fund
MONEY MARKET FUNDS
Nuveen California Tax-Free Money Market Fund
Nuveen Massachusetts Tax-Free Money Market Fund
Nuveen New York Tax-Free Money Market Fund
Nuveen Tax-Free Reserves, Inc.
Nuveen Tax-Exempt Money Market Fund, Inc.
Each person who purchases Units of a Trust may become a participant in
the Accumulation Plan and elect to have his or her distributions on Units of
the Trust invested directly in shares of one of the Accumulation Funds.
Reinvesting Unitholders may select any interest distribution plan.
Thereafter, each distribution of interest income or principal on the
participant's Units (principal only in the case of a Unitholder who has
chosen to reinvest only principal distributions) will, on the applicable
distribution date, or the next day on
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which the New York Stock Exchange is nominally open ("BUSINESS DAY") if the
distribution date is not a business day, automatically be received by the
transfer agent for each of the Accumulation Funds, on behalf of such
participant and applied on that date to purchase shares (or fractions
thereof) of the Accumulation Fund chosen at net asset value as computed as of
4:00 p.m. eastern time on each such date. All distributions will be
reinvested in the Accumulation Fund chosen and no part thereof will be
retained in a separate account. These purchases will be made without a sales
charge.
The Transfer Agent of the Accumulation Fund will mail to each
participant in the Accumulation Plan a quarterly statement containing a
record of all transactions involving purchases of Accumulation Fund shares
(or fractions thereof) with Trust interest distributions or as a result of
reinvestment of Accumulation Fund dividends. Any distribution of principal
used to purchase shares of an Accumulation Fund will be separately confirmed
by the Transfer Agent. Unitholders will also receive distribution statements
from the Trustee detailing the amounts transferred to their Accumulation Fund
accounts.
Participants may at any time, by so notifying the Trustee in writing,
elect to change the Accumulation Fund into which their distributions are
being reinvested, to change from principal only reinvestment to reinvestment
of both principal and interest or vice versa, or to terminate their
participation in the Accumulation Plan altogether and receive future
distributions on their Units in cash. There will be no charge or other
penalty for such change of election or termination. The character of Trust
distributions for income tax purposes will remain unchanged even if they are
reinvested in an Accumulation Fund.
INFORMATION ABOUT THE SPONSOR
Founded in 1898, Nuveen is the oldest and largest investment banking
firm specializing in the underwriting and distribution of tax-exempt
securities and maintains the largest research department in the investment
banking community devoted exclusively to the analysis of municipal
securities. In 1961, Nuveen began sponsoring the Nuveen Tax-Free Unit Trust
and since that time has issued more than $36 billion in tax-exempt unit
trusts, including over $12 billion in tax-exempt insured unit trusts. The
Sponsor is also principal underwriter of the registered open-end investment
companies set forth herein under "Accumulation Plan" as well as for the
Golden Rainbow A James Advised Mutual Fund, and acted as co-managing
underwriter of Nuveen Municipal Value Fund, Inc., Nuveen California Municipal
Value Fund, Inc., Nuveen New York Municipal Value Fund, Inc., Nuveen
Municipal Income Fund, Inc., Nuveen Premium Income Municipal Fund, Inc.,
Nuveen Performance Plus Municipal Fund, Inc., Nuveen California Performance
Plus Municipal Fund, Inc., Nuveen New York Performance Plus Municipal Fund,
Inc., Nuveen Municipal Advantage Fund, Inc., Nuveen Municipal Market
Opportunity Fund, Inc. Nuveen California Municipal Market Opportunity Fund,
Inc., Nuveen Investment Quality Municipal Fund, Inc., Nuveen California
Investment Quality Municipal Fund, Inc., Nuveen New York Investment Quality
Municipal Fund, Inc., Nuveen Insured Quality Municipal Fund, Inc., Nuveen
Florida Investment Quality Municipal Fund, Nuveen Pennsylvania Investment
Quality Municipal Fund, Nuveen New Jersey Investment Quality Municipal Fund,
Inc., and the Nuveen Select Quality Municipal Fund, Inc., Nuveen California
Select Quality Municipal Fund, Inc.,
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Nuveen New York Select Quality Municipal Fund, Inc., Nuveen Quality Income
Municipal Fund, Inc., Nuveen Insured Municipal Opportunity Fund, Inc., Nuveen
Florida Quality Income Municipal Fund, Nuveen Michigan Quality Income
Municipal Fund, Inc., Nuveen Ohio Quality Income Municipal Fund, Inc., Nuveen
Texas Quality Income Municipal Fund, Nuveen California Quality Income
Municipal Fund, Inc., Nuveen New York Quality Income Municipal Fund, Inc.,
Nuveen Premier Municipal Income Fund, Inc., Nuveen Premier Insured Municipal
Income Fund, Inc., Nuveen Select Tax-Free Income Portfolio, Nuveen Select
Tax-Free Income Portfolio 2, Nuveen Insured California Select Tax-Free Income
Portfolio, Nuveen Insured New York Select Tax-Free Income Portfolio, Nuveen
Premium Income Municipal Fund 2, Inc., Nuveen Select Tax-Free Income
Portfolio 3, Nuveen Select Maturities Municipal Fund, Nuveen Insured
California Premium Income Municipal Fund, Inc., Nuveen Arizona Premium Income
Municipal Fund, Inc., Nuveen Insured Florida Premium Income Municipal Fund,
Nuveen Michigan Premium Income Municipal Fund, Inc., Nuveen New Jersey
Premium Income Municipal Fund, Inc., Nuveen Insured New York Premium Income
Municipal Fund, Inc., Nuveen Premium Income Municipal Fund 4, Inc., Nuveen
Pennsylvania Premium Income Municipal Fund 2, Nuveen Maryland Premium Income
Municipal Fund, Nuveen Virginia Premium Income Municipal Fund, Nuveen
Massachusetts Premium Income Municipal Fund, Nuveen Insured California
Premium Income Municipal Fund 2, Inc., Nuveen Washington Premium Income
Municipal Fund, Nuveen Georgia Premium Income Municipal Fund, Nuveen Missouri
Premium Income Municipal Fund, Nuveen Connecticut Premium Income Municipal
Fund, Nuveen North Carolina Premium Income Municipal Fund, Nuveen California
Premium Income Municipal Fund, Nuveen Insured Premium Income Municipal Fund
2, all registered closed-end management investment companies. These
registered open-end and closed-end investment companies currently have
approximately $35 billion in securities under management. Over 1,000,000
individuals have invested to date in Nuveen's tax-exempt funds and trusts.
Nuveen is a subsidiary of The John Nuveen Company which, in turn, is
approximately 78% owned by the St. Paul Companies, Inc. ("ST. PAUL"). St.
Paul is located in St. Paul, Minnesota and is principally engaged in
providing property-liability insurance through subsidiaries. Nuveen is a
member of the National Association of Securities Dealers, Inc. and the
Securities Industry Association and has its principal offices located in
Chicago (333 West Wacker Drive) and New York (Swiss Bank Tower, 10 East 50th
Street). Nuveen maintains 11 regional offices.
To help advisers and investors better understand and more efficiently
use an investment in the Trust to reach their investment goals, the Trust's
sponsor, John Nuveen & Co. Incorporated, may advertise and create specific
investment programs and systems. For example, such activities may include
presenting information on how to use an investment in the Trust, alone or in
combination with an investment in other mutual funds or unit investment
trusts sponsored by Nuveen, to accumulate assets for future education needs
or periodic payments such as insurance premiums. The Trust's sponsor may
produce software or additional sales literature to promote the advantages of
using the Trust to meet these and other specific investor needs.
The Sponsor offers a program of advertising support to registered
broker-dealer firms, banks and bank affiliates ("FIRMS") that sell Trust
Units or shares of Nuveen Open-
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<PAGE>
End Mutual Funds (excluding money-market funds) ("FUNDS"). Under this
program, the Sponsor will pay or reimburse the Firm for up to one half of
specified media costs incurred in the placement of advertisements which
jointly feature the Firm and the Nuveen Funds and Trusts. Reimbursements to
the Firm will be based on the number of the Firm's registered representatives
who have sold Fund Shares and/or Trust Units during the prior calendar year
according to an established schedule. Reimbursements under this program will
be made by the Sponsor and not by the Funds or Trusts.
EFFECT OF STATE PERSONAL INCOME TAX EXEMPTION
The following Chart shows what the return on security that is subject to
state personal income taxes would have to be in order to equal 5.52%
Estimated Current Return on a Monthly Payment U.S. Treasury Series. This
Trust is free from state personal income taxes in all states; the comparable
security would be subject to deduction of state personal income taxes at the
maximum state rate. Of course, if you are not in the maximum state personal
income tax bracket, the fully taxable equivalent return would be less.
FULLY TAXABLE
RETURN EQUIVALENT
TO 5.52% ESTIMATED
MAXIMUM STATE CURRENT RETURN ON
PERSONAL INCOME MONTHLY PAYMENT
STATE TAX RATE(1) U.S. TREASURY SERIES
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Alabama 5.000%(2) 5.81%
Alaska 0.00 5.52
Arizona 5.600(2) 5.85
Arkansas 7.000 5.94
California 9.300 6.09
Colorado 5.000 5.81
Connecticut 4.500 5.78
Delaware 7.100 5.95
Florida 0.000 5.52
Georgia 6.000 5.87
Hawaii 10.000 6.13
Idaho 8.200 6.01
Illinois 3.000 5.69
Indiana 3.400 5.71
Iowa 9.980(2) 6.13
Kansas 7.750 5.98
Kentucky 6.000 5.87
Louisiana 6.000 5.87
Maine 8.500 6.03
Maryland 5.000 5.81
Massachusetts 12.000 6.27
Michigan 4.470 5.78
Minnesota 8.500 6.03
Mississippi 5.000 5.81
Missouri 6.000 5.87
Montana 11.000 6.20
Nebraska 6.990 5.93
Nevada 0.000 5.52
New Hampshire 5.000 5.81
New Jersey 6.370 5.90
New Mexico 8.500 6.03
New York 7.000 5.94
North Carolina 7.750 5.98
North Dakota 12.000(7) 6.27
Ohio 7.500 5.97
Oklahoma 10.000(2)(4) 6.13
Oregon 9.000(2) 6.07
Pennsylvania 2.800 5.98
Puerto Rico 36.000(8) 8.63
Rhode Island 10.890(5) 6.19
South Carolina 7.000 5.94
South Dakota 0.000 5.52
Tennessee 6.000 5.87
Texas 0.000 5.52
Utah 7.200(3) 5.95
Vermont 9.900(5)(6) 6.13
Virginia 5.750 5.86
Washington 0.000 5.52
West Virginia 6.500 5.90
Wisconsin 6.930 5.93
Wyoming 0.000 5.52
Dist. of Columbia 9.500 6.10
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This Chart incorporates current applicable State income tax rates and
assumes that all income would otherwise be taxed at the investor's highest
tax rate. If you live in a locality which imposes local personal income
taxes, the fully taxable equivalent return may be greater than as shown on
this Chart. Yield figures are for example only.
(1) Based upon net amount subject to State income tax after deductions and
exemptions. This Chart does not reflect other possible tax factors, such
as the alternative minimum tax, personal exemptions, the phase out of
exemptions, itemized deductions and the possible partial disallowance of
deductions. Consequently, Unitholders are urged to consult their own tax
advisors in this regard.
(2) This state allows in any taxable year, the deduction from gross income of
payments of federal tax liability in that year.
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<PAGE>
(3) This state allows in any taxable year, the deduction from gross income of
50% of amounts paid on federal tax liability in that year.
(4) This maximum applicable rate may be 7% if the taxpayer chooses not to
deduct payments of federal tax liability.
(5) This rate is calculated as a percentage of the highest federal personal
income tax rate of 39.6%.
(6) The rate shown includes the maximum surtax imposed by this state of 6% of
federal personal income tax liability.
(7) The maximum applicable rate may be 14% of adjusted federal personal income
tax liability if the state tax calculated on that basis is less than the
state tax calculated on the basis of the rate shown above.
(8) An alternate basic tax may be assessed if greater than the tax calculated
on the basis of the rate shown above.
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<PAGE>
NUVEEN UNIT TRUSTS
U.S. TREASURY TRUST PROSPECTUS
MAY 1, 1997
APPENDIX A
U.S. TREASURY TRUST, SHORT-TERM SERIES 1 CASH FLOWS
The table below sets forth the estimated distributions per 100 Units of
interest and principal to Unitholders. The table assumes no changes in Trust
expenses, no redemptions or sales of the underlying Securities prior to
maturity and the receipt of all principal due upon maturity. To the extent
the foregoing assumptions change, actual distributions will vary.
ESTIMATED ESTIMATED ESTIMATED
INTEREST PRINCIPAL TOTAL
DATES DISTRIBUTIONS DISTRIBUTIONS DISTRIBUTIONS
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
A. Bonding Arrangements of Depositor:
The Depositor has obtained the following Stockbrokers Blanket Bonds for its
officers, directors and employees:
INSURER/POLICY NO. AMOUNT
United Pacific Insurance Co. $10,000,000
Reliance Insurance Company
B 74 92 20
Aetna Casualty and Surety $10,000,000
08 F10618BCA
St. Paul Insurance Co. $ 6,000,000
400 HC 1051
<PAGE>
B. This Registration Statement comprises the following papers and documents:
The facing sheet
The Prospectus
The signatures
Consents of Counsel
The following exhibits:
1.1(a) Copy of Standard Terms and Conditions of Trust between John Nuveen &
Co. Incorporated, Depositor, and The Chase Manhattan Bank, Trustee (to be
supplied by amendment).
1.1(b) Trust Indenture and Agreement (to be supplied by amendment).
1.2* Copy of Certificate of Incorporation, as amended, of John Nuveen & Co.
Incorporated, Depositor.
1.3** Copy of amendment of Certificate of Incorporation changing name of
Depositor to John Nuveen & Co. Incorporated.
2.1 Copy of Certificate of Ownership (included in Exhibit 1.1(a) and
incorporated herein by reference).
3.1 Opinion of counsel as to legality of securities being registered (to be
supplied by amendment).
3.2 Opinion of counsel as to Federal income tax status of securities being
registered (to be supplied by amendment).
4.1 Consent of Standard & Poor's Corporation (to be supplied by amendment).
4.2 Consent of Kenny S & P Evaluation Services (to be supplied by amendment).
4.3 Consent of Carter, Ledyard & Milburn (to be supplied by amendment).
6.1 List of Directors and Officers of Depositor (to be supplied by amendment).
C. EXPLANATORY NOTE
The Registration Statement will contain multiple separate prospectuses. Each
Prospectus will relate to an individual unit investment trust and will
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* Incorporated by reference to Form N-8B-2 (File No. 811-1547) filed on
behalf of Nuveen Tax-Free Unit Trust, Series 16.
** Incorporated by reference to Form N-8B-2 (File No. 811-2198) filed on
behalf of Nuveen Tax-Free Unit Trust, Series 37.
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<PAGE>
consist of a Part A, a Part B and an Information Supplement. Each prospectus
will be identical with the exception of the respective Part A which will
contain the financial information specific to such underlying unit investment
trust.
D. UNDERTAKINGS
1. With the exception of the information included in the state specific
appendices to the Information Supplement, which will vary depending upon the
make-up of a Fund or updated to reflect current events, any amendment to a
Fund's Information Supplement will be subject to the review of the staff of
the Securities and Exchange Commission prior to distribution; and
2. The Information Supplement to the Trust will not include third
party financial information.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Nuveen Unit Trust, Series 2, has duly caused this Registration Statement to
be signed on its behalf by the undersigned thereunto duly authorized in the
City of Chicago and State of Illinois on March 20, 1997.
NUVEEN UNIT TRUST, SERIES 2
(Registrant)
By JOHN NUVEEN & CO. INCORPORATED
(Depositor)
By Larry W. Martin
----------------------------------
Vice President
Attest Morrison Warren
-------------------------------
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
and on the date indicated:
SIGNATURE TITLE* DATE
Timothy R. Schwertfeger Chairman, Board of Directors )
Chief Executive Officer )
and Director )
)
Anthony T. Dean President, Chief Operating ) Larry W. Martin
Officer and Director ) ----------------
) Larry W. Martin
) Attorney-in-Fact**
John P. Amboian Chief Financial Officer and )
Executive Vice President ) March 20, 1997
)
O. Walter Renfftlen Vice President and )
Controller (Principal )
Accounting Officer) )
)
____________________
* The titles of the persons named herein represent their capacity in and
relationship to John Nuveen & Co. Incorporated, the Depositor.
** The powers of attorney for Messrs. Amboian, Renfftlen, Dean and
Schwertfeger were filed as Exhibit 6 to Form N-8B-2 (File No. 811-08103).
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<PAGE>
CONSENT OF CHAPMAN AND CUTLER
The consent of Chapman and Cutler to the use of its name in the Prospectus
included in this Registration Statement will be contained in its opinions to
be filed as Exhibits 3.1 and 3.2 to the Registration Statement.
CONSENT OF STATE COUNSEL
The consents of special counsel to the Fund for state tax matters to the use
of their names in the Prospectus included in the Registration Statement will
be filed as Exhibit 3.3 with Amendment No. 1 to the Registration Statement.
Consent of Standard & Poor's Corporation
CONSENT OF STANDARD & POOR'S CORPORATION
The consent of Standard & Poor's Corporation to the use of its name in the
Prospectus included in this Registration Statement will be filed as Exhibit
4.1 to the Registration Statement.
CONSENT OF KENNY S & P EVALUATION SERVICES
The consent of Kenny S & P Evaluation Services to the use of its name in the
Prospectus included in this Registration Statement will be filed as Exhibit
4.2 to the Registration Statement.
CONSENT OF CARTER, LEDYARD & MILBURN
The consent of Carter, Ledyard & Milburn to the use of its name in the
Prospectus included in this Registration Statement will be filed as Exhibit
4.3 to the Registration Statement.
CONSENT OF ARTHUR ANDERSEN LLP
The consent of Arthur Andersen LLP to the use of its report and to the
reference to such firm in the Prospectus included in this Registration
Statement will be filed by amendment.
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<PAGE>
MEMORANDUM
Re: Nuveen Unit Trust, Series 2
---------------------------
The list of securities comprising each trust of the fund, the evaluation,
record and distribution dates and other changes pertaining specifically to
the new series, such as size and number of units of the trusts in the fund
and the statement of condition of the new fund will be filed by amendment.
1940 ACT
FORMS N-8A AND N-8B-2
Form N-8A and Form N-8B-2 were filed in respect of Nuveen Unit Trust Series 1
(File No. 811-08103).
1933 ACT
THE INDENTURE
The form of the proposed Trust Indenture and Agreement is expected to be
filed with the amendment to Nuveen Unit Trust, Series 1.
Chicago, Illinois
March 20, 1997
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