<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 4
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 4
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
1
<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. ) Performance and Expense Information
) Public Offering Price
) Market For Units
) Accrued Interest
) Estimated Long Term Return and
) 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
) Performance and Expense Information
) Market For Units
) 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 )
depositor, principal )
underwriter, trustee or )
affiliated persons ) Composition Of Trusts
) Purchase of Units by the Sponsor
)
(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 AND 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 ) Performance and Expense 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 ) Performance and Expense Information
) Trust Operating Expenses
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<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.
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<PAGE>
SUBJECT TO COMPLETION
NUVEEN UNIT TRUSTS
- -----------------------------------------------------------------------------
NUVEEN -- STANDARD & POOR'S QUALITY EQUITY PORTFOLIO, SERIES 1
CUSIP:
A Nuveen unit trust with a portfolio of common stocks of ___ companies,
selected by Nuveen using a screening model developed by Nuveen with the
assistance and expertise of Standard & Poor's, that seeks to provide over
the next 13 months above average capital appreciation with a moderated level
of risk as compared to the S&P 500.
Prospectus Part A dated ________, 1997.
This Part A Prospectus may not be distributed unless accompanied by the
Nuveen-Standard & Poor's Quality Equity Portfolio 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.
"Standard & Poor's" and "S&P" are trademarks of The McGraw-Hill Companies,
Inc. and have been licensed for use by John Nuveen & Co. Incorporated. The
Trust is not sponsored, managed, sold or promoted by Standard & Poor's.
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 -- Standard & Poor's Quality Equity Portfolio, Series 1
- ---------------------------------------------------------------------------
OVERVIEW
Nuveen - Standard & Poor's Quality Equity Portfolio, Series 1 (the
"Trust") is a unit investment trust that is scheduled to terminate in
approximately 13 months consisting of a portfolio of common stocks of
companies with strong historical earnings and dividends and credit quality.
In determining the stocks to be included in the portfolio, Nuveen used a
model developed with the assistance and expertise of Standard & Poor's to
select common stocks of companies that provide the potential for above
average capital appreciation with a moderated level of risk as compared to
the S&P 500.
CONTENTS
OVERVIEW ------------------------------------ 2
TRUST SUMMARY AND FINANCIAL HIGHLIGHTS ------ 3
Performance Information ------------------- 3
Expense Information ----------------------- 3
TRUST STRATEGIES ---------------------------- 5
Investment Objective ---------------------- 5
Investment Philosophy --------------------- 5
Investor Suitability ---------------------- 5
How the Trust Selects Investments --------- 5
RISK FACTORS -------------------------------- 6
SECURITIES SELECTED FOR THE TRUST ----------- 6
DISTRIBUTIONS ------------------------------- 6
Income and Capital Distributions ---------- 6
INVESTING IN THE TRUST ---------------------- 7
Sales Charges ----------------------------- 7
Dealer Concessions ------------------------ 7
GENERAL INFORMATION ------------------------- 8
Optional Features ------------------------- 8
Standard & Poor's--- ---------------------- 9
The Sponsor -------------------------------10
SCHEDULE OF INVESTMENTS ---------------------11
STATEMENT OF CONDITION ----------------------12
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ----13
2
<PAGE>
NUVEEN-STANDARD & POOR'S QUALITY EQUITY PORTFOLIO, SERIES 1
TRUST SUMMARY AND FINANCIAL HIGHLIGHTS AS OF ___________, 1997
- -------------------------------------------------------------------------------
PERFORMANCE INFORMATION
- -------------------------------------------------------------------------------
Initial Date of Deposit: May _, 1997
Rollover Notification Date:
Special Redemption and Liquidation Period:
Initial Number of Units (1): ________
Fractional Undivided Interest
per Unit: 1/______
- -------------------------------------------------------------------------------
PUBLIC OFFERING PRICE (2)
- -------------------------------------------------------------------------------
Aggregate Offering Price of Securities: $
Aggregate Offering Price of Securities per Unit: $
Plus Maximum Sales Charge per Unit: $
Less Deferred Sales Charge per Unit: $
Public Offering Price per Unit: $
- -------------------------------------------------------------------------------
INDUSTRY DIVERSIFICATION
[INSERT PIE CHART]
- -------------------------------------------------------------------------------
MANDATORY TERMINATION DATE
___________, 1998
- -------------------------------------------------------------------------------
EXPENSE INFORMATION
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SALES CHARGES (MAXIMUM)(3)
Initial sales charge imposed on purchases
(as a % of Public Offering Price): %
Amount per $1,000 invested $
Deferred sales charge
(as a % of Public Offering Price): %
Amount per $1,000 invested: $
Maximum sales charge on reinvested dividends: %
- -------------------------------------------------------------------------------
ESTIMATED ANNUAL OPERATING EXPENSES(4)
Trustee's Fee: $
Sponsor's Evaluation Fee: $
Sponsor's Surveillance Fee $
Organizational Expenses (per Unit): $
Total Annual Expenses (per Unit): $
3
<PAGE>
- -------------------------------------------------------------------------------
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:
Over 1 Year $
Over 3 Years $
Over 5 Years $
Over 10 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. In
addition, while the investment has a term of approximately 13 months,
investors may be able to reinvest their proceeds into a subsequently offered
trust, subject to additional sales charges. Those subsequent sales charges are
reflected above.
- -------------------------------------------------------------------------------
Notes to Performance Information and Expense Information:
(1) As of the close of business on the Initial Date of Deposit, the number
of Units of the Trust may be adjusted so that the Public Offering Price per
Unit will equal approximately $10.00. Thereupon, to the extent of any such
adjustment, the fractional undivided interest per Unit will increase or
decrease accordingly, from the amounts indicated above.
(2) Each Security listed on a national securities exchange or the NASDAQ
National Market System is valued at the last closing sale price, or if no
such price exists or if the Security is not so listed, at the closing ask
price thereof.
(3) The maximum sales charge consists of an initial sales charge and a
deferred sales charge. Deferred sales charge payments will be paid from
funds in the Income and/or Capital Accounts, if sufficient, or from the
periodic sale of Securities. See "Investing in the Trust-Sales Charges,"
below and "Public Offering Price" in Part B of this Prospectus for
additional information. Commencing on _______, 1998, the secondary market
sales charge will not include a deferred sales charge, but will instead
include only a one-time initial charge of ____% of the Public Offering Price
which will decrease on _______, 1998 to a minimum sales charge of _____% .
On the Initial Date of Deposit there will be no accumulated dividends in the
Income Account. Anyone ordering Units after such date will pay a pro rata
share of any accumulated dividends in such Income Account. The Public
Offering Price as shown reflects the value of the Securities at the opening
of business on the Initial Date of Deposit and establishes the original
proportionate relationship amongst the individual Securities. No sales to
investors will be executed at this price. Additional Securities will be
deposited during the day of the Initial Date of Deposit which will be valued
as of 4:00 p.m. Eastern time and sold to investors at a Public Offering
Price per Unit based on this valuation.
(4) The Trustees Fee and the Sponsor's Evaluation and Surveillance Fees are
per $1,000 principal amount of the underlying Securities in the Trust. 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." Historically, the sponsors of unit investment trusts have paid
all of the costs of establishing such trusts.
4
<PAGE>
TRUST STRATEGIES
INVESTMENT OBJECTIVE
The objective of the Trust is to provide the potential for above-average
capital appreciation with moderated risk as compared to the S&P 500 by
investing in the common stocks of companies selected by Nuveen, using a
screening model developed with the assistance and expertise of Standard &
Poor's. There is no assurance that the Trust will achieve its investment
objective.
INVESTMENT PHILOSOPHY
The Trust is a non-managed investment vehicle which employs a buy and hold
investment strategy. The Trust plans to hold, for a 13 month period, certain
common stocks selected by Nuveen through the application of a quantitative
model developed by Nuveen with the assistance and expertise of Standard &
Poor's. At the end of the 13 month period, the portfolio will be liquidated
and the strategy is expected to be reapplied. Investors may reinvest in the
new portfolio at a reduced sales charge, if available. Each portfolio is
designed to be part of a longer term strategy and the Sponsor believes that
more consistent results are likely if the strategy is followed for at least 3
- - 5 years. The Trust consists of a portfolio of common stocks of _____
companies that have strong historical earnings and dividends, credit quality
and have recently reduced their outstanding shares of common stock by more
than 1%. Standard & Poor's indicates that it believes that the reduction of
common shares outstanding is typically the result of a share buyback program
executed by the company and generally reflects a strong cash flow position,
and in turn, high quality earnings. In addition, Standard & Poor's indicates
that it believes a buyback program may provide an indirect measure of the
value of the stock, in that management has judged that an investment in the
company's own stock offers more attractive returns than those available from
other investment sources.
INVESTOR SUITABILITY
The Trust is a suitable investment for investors:
. Seeking to own a 13 month common stock unit trust with the
potential to outperform the market over the next year;
. Seeking the opportunity to purchase a defined portfolio of stocks of
companies with strong historical earnings and dividends and credit quality
and have recently reduced their outstanding shares of common stock by more
than 1%.
The Trust is not a suitable investment if:
. You are unwilling to assume the risks inherent in investing in common
stocks over a relatively short time horizon.
5
<PAGE>
HOW THE TRUST SELECTS INVESTMENTS
The Securities included in the Trust's portfolio were derived using the
following four-step screening model (the "Quality Screening Model")
developed by Nuveen with the assistance and expertise of Standard & Poor's.
As an initial step, only companies with market capitalizations equal to or in
excess of $500 million were eligible for inclusion in the Trust. The second
step selected only those companies ranked A+ or A by Standard & Poor's
Earnings and Dividend Rankings for Common Stocks, its highest rankings. The
third filter selected only those companies which had a Standard & Poor's
Senior Debt Rating of at least AA-. As a final step, from this universe of
companies only those companies whose shares of common stock outstanding
during the twelve month period ending the quarter immediately preceding the
creation of the Trust declined by at least 1% were selected for the Trust.
See "SUMMARY OF PORTFOLIOS" and "PORTFOLIO" in Part B of this Prospectus. A
description of the Securities included in the Trust are set forth below under
"Securities Selected for the Trust" and "Schedule of Investments."
RISK FACTORS
An investment in Units of the Trust should be made with an understanding of
the risks which an investment in common stocks may entail, including the risk
that the financial condition of the issuers of the Securities or the general
condition of the common stock market may worsen and the value of the
Securities and therefore the value of the Units may decline. The past market
and earnings performance of the Securities in the Trust is not predictive of
their future performance. Common stocks are especially susceptible to
general stock market movements and to volatile increases and decreases of
value as market confidence in and perceptions of the issuers change. These
perceptions are based on unpredictable factors including expectations
regarding government, economic, monetary and fiscal policies, inflation and
interest rates, economic expansion or contraction, and global or regional
political, economic or banking crises. The Trust's portfolio is not managed
and Securities will not be sold by the Trust regardless of market
fluctuations, although Securities may be sold under certain limited
circumstances. Common stocks do not represent an obligation of the issuer
and, therefore, do not offer any assurance of income or provide the same
degree of protection of capital as do debt securities.
The value of common stocks is subject to market fluctuations for as long as
the common stocks remain outstanding, and thus the value of the Securities in
the Portfolio may be expected to fluctuate over the life of the Trust to
values higher or lower than those prevailing on the Initial Date of Deposit.
Holders of common stocks incur more risk than holders of preferred stocks and
debt obligations because common stockholders, as owners of the entity, have
generally inferior rights to receive payments from the issuer in comparison
with the rights of creditors of, or holders of debt obligations or preferred
stocks issued by, the issuer. There is no guarantee that the Trust will
achieve its objectives.
6
<PAGE>
See "RISK FACTORS" in Part B of this Prospectus for an additional
discussion of potential risks.
SECURITIES SELECTED FOR THE TRUST
[To Be Determined]
DISTRIBUTIONS
INCOME AND CAPITAL DISTRIBUTIONS
Cash dividends received by the Trust will be paid on December 31, 1997 and
June 30, 1998 to Unitholders of record on December 15, 1997 and June 15,
1998, respectively, and again as part of the final liquidation distribution.
Distributions of funds in the Capital Account, if any, will be made as part
of the final liquidation distribution, and in certain circumstances, earlier.
Any distribution of income and/or capital will be net of expenses of the
Trust. Additionally, upon termination of the Trust, the Trustee will
distribute, upon surrender of Units, to each remaining Unitholder (other than
a Rollover Unitholder as defined below) his pro rata share of the Trust's
assets, less expenses, in the manner set forth under "Distributions To
Unitholders" in Part B of this Prospectus. For distributions to Rollover
Unitholders, see "Special Redemption, Liquidation and Investment in a New
Trust." Any Unitholder may elect to have each distribution of income or
capital on his Units, other than the final liquidating distribution,
automatically reinvested in additional Units of the Trust subject only to
remaining deferred sales charge payments. See "Distributions To
Unitholders" in Part B of this Prospectus.
SALES CHARGES
The maximum sales charge of 2.75% of the public offering price consists
of an initial sales charge equal to the difference between the maximum sales
charge of 2.75% and the maximum remaining deferred sales charge, initially
$.175 per Unit. Commencing , 1997, and on the last business day of
each month thereafter, through , a deferred sales charge of $ will
be assessed per Unit. Units purchased subsequent to the initial deferred
sales charge payment will be subject to the initial sales charge and the
remaining deferred sales charge payments not yet collected. Unitholders that
purchase more than _____ Units are entitled to reduced sales charges. In
addition, certain classes of investors are entitled to purchase Units at
reduced sales charges. See "Public Offering Price" in Part B of this
Prospectus. 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 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 but less than 100,000.............
100,000 but less than 250,000............
250,000 but less than 500,000............
500,000 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:
7
<PAGE>
SECONDARY MARKET SALES CHARGE
PURCHASE PRICE* PERCENT PERCENT
OF OF NET
OFFERING AMOUNT
PRICE INVESTED
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: Primary Market Dealer Concessions
PRIMARY MARKET DEALER CONCESSIONS
NUMBER OF UNITS* DISCOUNT PER UNIT
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 but less than 100,000.............
100,000 but less than 250,000............
250,000 but less than 500,000............
500,000 or more..........................
Dealer concessions on secondary market purchases of Trust Units through
the Sponsor, based on the number of Units sold are as follows:
SECONDARY MARKET DEALER CONCESSIONS
PURCHASE PRICE* DISCOUNT PER UNIT
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.......................
*Breakpoint sales charges and dealer concessions are computed both on a
dollar basis and on the basis of the number of Units purchased, using the
equivalent of 5000 Units to $50,000, 25,000 Units to $250,000 etc., and will
be applied on that basis which is more favorable to the purchaser.
GENERAL INFORMATION
OPTIONAL FEATURES
REDEMPTION
Units may be redeemed on any business day at their current market value.
Units tendered for redemption prior to such time as the entire deferred
sales charge on such Units has been collected will be assessed the remaining
deferred sales charge at the time of redemption. 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.
8
<PAGE>
SPECIAL REDEMPTION, LIQUIDATION AND INVESTMENT IN A NEW TRUST
The Sponsor intends to create a separate series of the Trust (the "NEW
TRUST") in conjunction with the termination of this series of the Trust. The
portfolio of the New Trust will contain common stocks that are selected by
the Sponsor using the same criteria and investment philosophy employed by
this series of the Trust. Unitholders may specify by _______, 1998 to have
their Units redeemed in-kind, the distributed securities sold, and the
proceeds invested in a New Trust or a trust with a similar investment
strategy at a reduced sales charge, provided such New Trust or other similar
trusts are offered and Units are available. Cash not invested in a New Trust
or such other trusts will be distributed. (Such Unitholders are "Rollover
Unitholders"). Rollover Unitholders therefore will not receive a final
liquidation distribution, but will receive Units in a New Trust or other
eligible trust. This exchange option may be modified, terminated or
suspended. See "Special Redemption, Liquidation and Investment in a New
Trust" in Part B of this Prospectus.
REINVESTMENT
Distributions from the Trust can be reinvested with no sales charge into
Nuveen mutual or money market funds. Also, income distributions from the
Trust can be reinvested at a reduced sales charge into additional Units of
the Trust. See "Distributions to Unitholders" and "Accumulation Plan" in
Part B of this Prospectus. For more information about Nuveen investment
products, obtain a prospectus from your financial advisor.
SECONDARY MARKET FOR UNITS
Although not obligated to do so, the Sponsor may maintain a market for
Units and offer to repurchase the Units at prices based on the aggregate
value of the Securities, plus or minus cash, if any, in the Capital and
Income Accounts of the Trust. If a secondary market is not maintained, a
Unitholder may still redeem his Units through the Trustee. See "Redemption"
in Part B of this Prospectus. Any deferred sales charge remaining on Units
at the time of their sale or redemption will be collected at that time.
TERMINATION
Commencing on the Mandatory Termination Date, the Equity Securities will
begin to be sold as prescribed by the Sponsor. The Trustee will provide
written notice of the termination to Unitholders which will specify when
certificates may be surrendered. Unitholders not electing the "Rollover
Option" will receive a cash distribution within a reasonable time after the
Trust's termination. See "Distributions to Unitholders" and
"Termination" in Part B of this Prospectus.
STANDARD & POOR'S
Standard & Poor's has over 130 years experience providing investment
information and analysis to the financial community. Standard & Poor's
offers more than 60 research, analytical and financial information products
and employs over 50 experienced equity analysts.
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
9
<PAGE>
1.3 million investors have entrusted Nuveen to help them maintain the
life-style they currently enjoy.
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.
10
<PAGE>
NUVEEN -- STANDARD & POOR'S QUALITY EQUITY PORTFOLIO, SERIES 1
(NUVEEN UNIT TRUST, SERIES 4)
SCHEDULE OF INVESTMENTS AT THE INITIAL DATE OF DEPOSIT, _________,1997
NUMBER OF TICKER SYMBOL AND NAME OF PERCENTAGE OF MARKET COST OF
SHARES ISSUER OF SECURITIES(1) AGGREGATE VALUE PER SECURITIES
OFFERING PRICE SHARE TRUST(2)
- -------------------------------------------------------------------------------
% $ $
- --------- ------------- -----------
% $
- --------- ------------- -----------
- --------- ------------- -----------
- --------
(1) All Securities are represented by regular way contracts to purchase such
Securities for the performance of which an irrevocable letter of credit has
been deposited with the Trustee. The contacts to purchase the Securities
were entered into by the Sponsor on ___________, 1997. The contracts to
purchase the Securities were entered into by the Sponsor on ___________, 1997.
(2) The cost of the Securities to the Trust represents the aggregate
underlying value with respect to the Securities acquired (generally
determined by the last sale prices of the listed Securities and the ask
prices of the over-the-counter traded Securities on the business day
preceding the Initial Date of Deposit). The valuation of the Securities has
been determined by the Evaluator. The aggregate underlying value of the
Securities on the Initial Date of Deposit was $_________. Cost and
[gain/loss] of Securities on the Initial Date of Deposit was ________. Cost
and loss [gain] to Sponsor relating to the Securities sold to the Trust
were $________ and $_________, respectively.
11
<PAGE>
NUVEEN -- STANDARD & POOR'S QUALITY EQUITY PORTFOLIO, SERIES 1
(NUVEEN UNIT TRUST, SERIES 4)
STATEMENT OF CONDITION AT THE INITIAL DATE OF DEPOSIT, ___________, 1997
TRUST PROPERTY
Investment in Equity Securities represented by
purchase contracts (1)(2).....................................
Organizational costs(3).........................................
Total.................................................
----------
----------
----------
LIABILITIES AND INTEREST OF UNITHOLDERS
LIABILITIES:
Deferred sales charge(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) Aggregate cost of Securities listed under "SCHEDULE OF INVESTMENTS" is
based on their aggregate underlying value.
(2) An irrevocable letter of credit totaling $__________ issued by
______________ has been deposited with the Trustee as collateral, which is
sufficient to cover the monies necessary for the purchase of the Securities
pursuant to contracts for the purchase of such Securities.
(3) The Trust (and therefore Unitholders) will bear all or a portion of its
estimated organizational costs which will be deferred and amortized over the
life of the Trust. The estimated organizational costs are based on ______
Units of the Trust expected to be issued. To the extent the number of Units
issued is larger or smaller, the estimate will vary.
(4) Represents the amount of mandatory distributions from the trust ($___
per Unit), payable to the Sponsor in ten equal monthly installments beginning
on _________, 1997, and on the last business day of each month thereafter
through _________, 1998.
(5) Aggregate Public Offering Price 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 includes both an up-front and a deferred sales charge and 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.)
12
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of John Nuveen & Co. Incorporated and Unitholders
of Nuveen Unit Trust, Series 4:
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 4 (Nuveen -- Standard & Poor's Quality Equity
Portfolio, 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 4 (Nuveen --
Standard & Poor's Quality Equity Portfolio, Series 1) as of _________,
1997, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
_____________, 1997.
<PAGE>
NUVEEN UNIT TRUSTS
NUVEEN--STANDARD & POOR'S QUALITY EQUITY PORTFOLIO PROSPECTUS --
PART B
(GENERAL TERMS)
________________, 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.
CURRENTLY OFFERED AT PUBLIC OFFERING PRICE PLUS ACCUMULATED DIVIDENDS
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 common stocks of
companies selected by Nuveen using a screening model developed by Nuveen with
the assistance and expertise of Standard & Poor's (see "SCHEDULE OF
INVESTMENTS" appearing in Part A of this Prospectus and "SUMMARY OF
PORTFOLIOS"). 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. 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 OBJECTIVES of a Trust are to provide above average capital
appreciation with a moderated level of risk as compared to the S&P 500.
DIVIDEND AND CAPITAL DISTRIBUTIONS. Cash dividends received by the
Trust will be paid on those dates set forth under "DISTRIBUTIONS" in Part A
of the Prospectus. Distributions of funds in the Capital Account, if any,
will be made as part of the final liquidation distribution, and in certain
circumstances, earlier.
THE PUBLIC OFFERING PRICE per Unit of each Trust during the initial
offering period is equal to a pro rata share of the aggregate underlying
value of the Securities in such Trust's portfolio (generally determined by the
closing sale prices of listed Securities and the ask prices of
over-the-counter traded Securities) plus or minus cash, if any, in the Income
and Capital Accounts of the Trust, 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 aggregate underlying
value of the Securities in such Trust (generally determined by the closing
sale prices of listed Securities and the bid prices of over-the-counter
traded Securities) plus the sales charges as set forth in Part A of the
Prospectus. A pro rata share of accumulated dividends, if any, in the Income
Account from the preceding Record Date to, but not including, the settlement
date (normally three business days after purchase) is added to the Public
<PAGE>
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.
A UNITHOLDER MAY REDEEM UNITS at the office of the Trustee at prices
based upon the aggregate underlying value of the Securities (generally
determined by the closing sale prices of listed Securities and the bid prices
of over-the-counter traded 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, may make a
secondary market for the Units of the Trusts at prices based upon the
aggregate underlying value of the Securities in the respective Trusts
(generally determined by the closing sale prices of listed Securities and the
bid prices of over-the-counter traded Securities). Units subject to a
deferred sales charge which are tendered for redemption prior to such time as
the entire deferred sales charge on such Units has been collected will be
assessed the amount of the remaining deferred sales charge at the time of
redemption. (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, the possible deterioration of either the financial condition of the
issuers or the general condition of the stock market (which currently are at
historically high levels), changes in interest rates and economic recession.
Volatility in the market price of the Securities in the Trust changes
the value of the Units of such Trust. Unitholders tendering Units for
redemption during periods of market volatility may receive redemption
proceeds which are more or less than they paid for the Units. The Trusts'
portfolios are not managed and Securities will not be sold by a Trust
regardless of market fluctuations, although certain Securities may be sold
under certain limited circumstances. See "RISK FACTORS."
- 2 -
<PAGE>
TABLE OF CONTENTS
NUVEEN UNIT TRUSTS . . . . . . . . . . . . . . . . . . . . . . . . . . .4
OBJECTIVES OF THE TRUSTS . . . . . . . . . . . . . . . . . . . . . . . .5
SUMMARY OF PORTFOLIOS. . . . . . . . . . . . . . . . . . . . . . . . . .5
COMPOSITION OF TRUSTS. . . . . . . . . . . . . . . . . . . . . . . . . .5
PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
PUBLIC OFFERING PRICE. . . . . . . . . . . . . . . . . . . . . . . . . 11
MARKET FOR UNITS . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT. . . . . . . . 14
TAX STATUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
RETIREMENT PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
TRUST OPERATING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . 19
DISTRIBUTIONS TO UNITHOLDERS . . . . . . . . . . . . . . . . . . . . . 20
ACCUMULATION PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . 22
REPORTS TO UNITHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . 22
UNIT VALUE AND EVALUATION. . . . . . . . . . . . . . . . . . . . . . . 22
DISTRIBUTIONS OF UNITS TO THE PUBLIC . . . . . . . . . . . . . . . . . 23
OWNERSHIP AND TRANSFER OF UNITS. . . . . . . . . . . . . . . . . . . . 24
REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATES. . . . . . . . . 25
REDEMPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SPECIAL REDEMPTION, LIQUIDATION AND INVESTMENT IN A NEW TRUST. . . . . 28
PURCHASE OF UNITS BY THE SPONSOR . . . . . . . . . . . . . . . . . . . 30
REMOVAL OF SECURITIES FROM THE TRUSTS. . . . . . . . . . . . . . . . . 30
INFORMATION ABOUT THE TRUSTEE. . . . . . . . . . . . . . . . . . . . . 31
LIMITATIONS ON LIABILITIES OF SPONSOR AND TRUSTEE. . . . . . . . . . . 31
SUCCESSOR TRUSTEES AND SPONSORS. . . . . . . . . . . . . . . . . . . . 31
INFORMATION ABOUT THE SPONSOR. . . . . . . . . . . . . . . . . . . . . 32
OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 32
- 3 -
<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 common stocks of companies, selected by
Nuveen using a screening model developed by Nuveen with the assistance and
expertise of Standard & Poor's, together with funds represented by an
irrevocable letter of credit issued by a major commercial bank in the amount
required for their purchase (or the securities themselves) (the "SECURITIES").
See "SCHEDULE OF INVESTMENTS" in Part A of this Prospectus, for a description
of the Securities deposited in a Trust. See also, "SUMMARY OF PORTFOLIOS" and
"RISK FACTORS".
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 therefore backed by an irrevocable letter of credit or cash) or
cash (including a letter of credit) with instructions to purchase additional
Securities in the Trust. As additional Units are issued by a Trust as a
result of the deposit of additional Securities or cash 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, or cash with instructions to purchase additional Securities, into
a Trust following the Initial Date of Deposit, provided that such additional
deposits will be in principal amounts which will maintain, within reasonable
parameters, 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
- 4 -
<PAGE>
amount of each Security in the respective Trust will remain relatively the
same. To the extent that any Units are redeemed by the Trustee or additional
Units are issued as a result of additional Securities or cash being deposited
by the Sponsor, the fractional undivided interest in a Trust represented by
each unredeemed Unit will decrease or increase accordingly, although the actual
interest in such Trust represented by such fraction will remain unchanged.
If the Sponsor deposits cash, however, existing and new investors may
experience a dilution of their investment and a reduction in their
anticipated income because of fluctuations in the price of the Securities
between the time of the cash deposit and the purchase of the Securities and
because the Trust will pay the associated brokerage fees. To minimize this
effect, the Trust will try to purchase the Securities as close to the
evaluation time or as close to the evaluation price as possible. 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 above average capital
appreciation with a moderated level of risk as compared to the S&P 500.
There is, of course, no guarantee that the Trusts' objectives will be achieved.
SUMMARY OF PORTFOLIOS
The Securities included in a Trust's portfolio were derived using the
following four-step screening model (the "QUALITY SCREENING MODEL") developed
by Nuveen with the assistance and expertise of Standard & Poor's. As an
initial step, only companies with market capitalizations equal to or in
excess of $500 million were eligible for inclusion in a Trust. The second
step selected only those companies ranked A+ or A by Standard & Poor's
Earnings and Dividend Rankings for Common Stocks, its highest rankings. The
third filter selected only those companies which had a Standard & Poor's
Senior Debt Rating of at least AA-. As a final step, from this universe of
companies only those companies whose shares of common stock outstanding
during the twelve month period ending the quarter immediately preceding the
creation of the Trust declined by at least 1% were selected for the Trust.
See "PORTFOLIO."
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 or in
substitution for Securities not delivered to a Trust.)
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
- 5 -
<PAGE>
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 may not exceed the amount of funds
reserved for the purchase of the Failed Securities.
If the right of limited substitution described in the preceding
paragraph is not utilized to acquire Replacement Securities in the event of a
failed contract, the Sponsor will refund the sales charge attributable to
such Failed Securities to all Unitholders of the Trust and the Trustee will
distribute the principal attributable to such Failed Securities not more than
120 days after the date on which the Trustee received a notice from the
Sponsor that a Replacement Security would not be deposited in the Trust. In
addition, Unitholders should be aware that, at the time of receipt of such
principal, they may not be able to reinvest such proceeds in other securities
at a yield equal to or in excess of the yield which such proceeds would have
earned for Unitholders of the Trust.
The indenture also authorizes the Sponsor to increase the size of the
Trust and the number of Units thereof by the deposit of additional Securities
in the Trust or cash (including a letter of credit) with instructions to
purchase additional Securities in the Trust and the issuance of a
corresponding number of additional Units. If the Sponsor deposits cash,
however, existing and new investors may experience a dilution of their
investment and a reduction in their anticipated income because of
fluctuations in the prices of the Securities between the time of the cash
deposit and the purchase of the Securities and because the Trust will pay the
associated brokerage fees.
SALE OF SECURITIES. Certain of the Securities may from time to time
under certain circumstances be sold. 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.
PORTFOLIO
The Trust consists of common stocks of companies which were derived from
the Quality Screening Model as described under "SUMMARY OF PORTFOLIOS". The
Quality Screening Model was designed to select those companies capable of
achieving the Trust's objective of providing above average capital
appreciation with a moderated level of risk as compared to the S&P 500. The
Quality Screening Model was designed to create a universe of
well-established, large capitalization companies with above average equity
rankings and debt ratings. In this regard, the Quality Screening Model
includes only those companies with equity rankings of at least A (as
- 6 -
<PAGE>
evidenced by the Standard & Poor's Earnings and Dividend Rankings for Common
Stocks) and senior debt ratings of at least AA- (as evidenced by the Standard
& Poor's Corporate Rating Criteria). See "Appendix A -- Standard & Poor's
Earnings and Dividend Rankings for Common Stocks" and "Appendix B -- Standard
& Poor's Corporate Ratings Criteria," both found in the Information
Supplement. From that universe the Quality Screening Model selected those
companies whose shares of common stock outstanding during the twelve month
period ending the quarter immediately preceding the creation of the Trust
declined by at least 1%. Standard & Poor's has indicated that it believes
that the reduction of common shares outstanding is typically the result of a
share "buy back" program executed by the company and generally reflects a
companies strong cash flow position, and in turn, high quality earnings and
may provide an indirect measure of the value of the stock. In many cases,
the management of companies executing share reduction strategies has judged
that an investment in the company's own stock offers more attractive returns
than competing investment opportunities. Contraction of shares outstanding is
also typically associated with companies that are more likely to be
characterized as "stable" rather than "aggressive growth." Companies seeking
very rapid (and potentially volatile) growth are unlikely to divert
resources to share reduction activities. It is the Sponsor's belief that
highly rated, large capitalization companies engaging in such stock
repurchase programs offer the potential for above average capital
appreciation. There is, however, no assurance that the objectives of the
Trust will be achieved.
The following table compares the actual performance of the S&P 500
Composite Stock Price Index (the "S&P 500") and the Dow Jones Industrial
Average (the "DJIA") with the hypothetical performance of approximately equal
amounts invested in common stocks selected by the Quality Screening Model
(but not the Trust) in each of the 10 years listed below, as of the business
day prior to the beginning of each year.
The returns shown in the following table and graph are not guarantees of
future performance and should not be used as a predictor of returns to be
expected in connection with a Trust. The common stocks selected by the
Quality Screening Model underperformed the S&P 500 and/or the DJIA in certain
years. Accordingly, there can be no assurance that a Trust's portfolio will
outperform the S&P 500 or the DJIA over the life of a Trust or over
consecutive rollover periods, if available.
A holder of Units in a Trust would not necessarily realize as high a
Total Return on an investment in stocks upon which the hypothetical returns
are based for the following reasons: the Total Return figures shown do not
reflect sales charges, commissions, Trust expenses or taxes; the Trust is
established at different times of the year; the Trust may not be fully
invested at all times or equally weighted in all stocks selected by the
Quality Screening Model; and Securities are often purchased or sold at prices
different from the closing prices used in buying and selling Units.
- 7 -
<PAGE>
COMPARISON OF TOTAL RETURN(2)
QUALITY
SCREENING MODEL S&P 500 DJIA
YEAR TOTAL RETURNS(1) TOTAL RETURNS TOTAL RETURNS
1987 11.36% 5.10% 6.00%
1988 27.26% 16.61% 15.97%
1989 31.77% 31.69% 31.74%
1990 4.27% -3.10% -0.61%
1991 29.87% 30.47% 23.99%
1992 14.65% 7.62% 7.37%
1993 0.27% 10.08% 16.74%
1994 8.87% 1.32% 4.94%
1995 36.01% 37.58% 36.47%
1996 19.44% 22.96% 28.80%
- --------- ------ ------ ------
Average Annualized
Total Return 17.79% 15.27% 16.52%
____________________
(1) The Quality Screening Model common stocks for any given period
were selected by applying the Quality Screening Model as of the
beginning of the period.
(2) Total Return represents the change in market price for the calendar year
plus dividends, divided by the initial price, for each group of stocks.
Total Return does not take into consideration any sales
charges, commissions, expenses or taxes. Based
on the year-by-year returns contained in the table, over the 10 years
listed above, the Quality Screening Model common stocks achieved
an average total return of 17.79% while the S&P 500 and the DJIA
achieved an average annual total return of 15.27% and 16.52%,
respectively. Although the Trust seeks to achieve a better performance
than the S&P 500 and the DJIA, there can be no assurance that the Trust
will achieve a better performance over its one-year life or over
consecutive rollover periods, if available.
- 8 -
<PAGE>
SUPPOSE YOU HAD INVESTED $10,000 ON JANUARY 1, 1987?
The chart that appears here represents the cumulative growth of $10,000
invested in the stocks which comprise the Quality Screening Model, the DJIA
and the S&P 500 on January 1, 1987 through December 31, 1996. Specifically,
the chart shows that a $10,000 investment in the stocks which comprise the
Quality Screening Method, the DJIA and the S&P 500 (reweighted annually)
would have appreciated to $51,414, $46,142 and $41,433, respectively, as of
December 31, 1996.
The chart above represents past performance of the Quality Screening
Model (but not the Trust), the S&P 500 and the DJIA from January 1, 1987
through December 31, 1996 and should not be considered indicative of future
results. Further, these results are hypothetical. The chart assumes that
all dividends during a year are reinvested at the end of that year and does
not reflect sales charges, commission, expenses or taxes. There can be no
assurance that the Trust will outperform the S&P 500 or the DJIA over its
one-year life or over consecutive rollover periods, if available.
RISK FACTORS
An investment in Units should be made with an understanding of the risks
which an investment in common stocks entails, including the risk that the
financial condition of the issuers of the Securities or the general
conditions of the common stock market may worsen and the value of the
Securities and therefore the value of the Units may decline. Common stocks
are especially susceptible to general stock market movements and to volatile
increases and decreases of value as market confidence in and perceptions of
the issuers change. These perceptions are based on unpredictable factors
including expectations regarding government, economic, monetary and fiscal
policies, inflation and interest rates, economic expansion or contraction,
and global or regional political, economic or banking crises. Shareholders
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of common stocks have rights to receive payments from the issuers of those
common stocks that are generally subordinate to those of creditors of, or
holders of debt obligations or preferred stocks of, such issuers.
Shareholders of common stocks of the type held by the Trusts have a right to
received dividends only when and if, and in the amounts, declared by the
issuer's board of directors and have a right to participate in amounts
available for distribution by the issuer only after all other claims on the
issuer have been paid or provided for. Common stocks do not represent an
obligations of the issuer and, therefore, do not offer any assurance of
income or provide the same degree of protection of capital as do debt
securities. The issuance of additional debt securities or preferred stock
will create prior claims for payment of principal, interest and dividends
which could adversely affect the ability and inclination of the issuer to
declare or pay dividends on its common stock or the rights of holders of
common stock with respect to assets of the issuer upon liquidation or
bankruptcy. The value of common stocks is subject to market fluctuations for
as long as the common stocks remain outstanding, and thus the value of the
Securities in the Trusts may be expected to fluctuate over the life of the
Trusts to values higher or lower than those prevailing on the Initial Date of
Deposit.
Holders of common stocks incur more risk than holders of preferred
stocks and debt obligations because common stockholders, as owners of the
entity, have generally inferior rights to receive payments from the issuer in
comparison with the rights of creditors of, or holders of debt obligations or
preferred stocks issued by, the issuer. Cumulative preferred stock dividends
must be paid before common stock dividends and any cumulative preferred stock
dividend omitted is added to future dividends payable to the holders of
cumulative preferred stock. Preferred stockholders are also generally
entitled to rights on liquidation which are senior to those of common
stockholders.
Unitholders will be unable to dispose of any of the Securities in the
Trust, as such, and will not be able to vote the Securities. As the holder of
the Securities, the Trustee will have the right to vote all of the voting
stocks in a Trust and will vote such stocks in accordance with the
instructions of the Sponsor.
The value of the Securities will fluctuate over the life of a Trust and
may be more or less than the value at the time they were deposited in such
Trust. The Securities may appreciate or depreciate in value (or pay
dividends) depending on the full range of economic and market influences
affecting these securities, including the impact of the Sponsor's purchase and
sale of Securities (especially during the primary offering period of Units of
a Trust and during the Special Redemption and Liquidation Period) and other
factors.
Whether or not the Securities are listed on a securities exchange, the
principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the
Securities may depend on whether dealers will make a market in the
Securities. There can be no assurance that a market will be made for any of
the Securities, that any market for the Securities will be maintained or of
the liquidity of the Securities in any markets made. In addition, the Trusts
may be restricted under the Investment Company Act of 1940 from selling
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Securities to the Sponsor. The price at which the Securities may be sold to
meet redemptions and the value of the Trusts will be adversely affected if
trading markets for the Securities are limited or absent.
PUBLIC OFFERING PRICE
The Public Offering Price of the Units is based on the aggregate
underlying value of the Securities in the Trust (generally determined by the
closing sale prices of listed Securities and the ask prices of
over-the-counter traded Securities), plus or minus cash, if any, in the
Income and Capital Accounts of the Trust, plus an initial sales charge equal
to the difference between the maximum sales charge of 2.75% of the Public
Offering Price per Unit and the maximum remaining deferred sales charge,
initially $0.175 per Unit. Commencing on those dates set forth under
"EXPENSE INFORMATION -- SALES CHARGES" in Part A of this Prospectus, a
deferred sales charge of $ will be assessed per Unit per month.
Units purchased subsequent to the initial deferred sales charge payment will
be subject to the initial sales charge and the remaining deferred sales
charge payments not yet collected. The deferred sales charge will be paid
from funds in the Income and/or Capital Accounts, if sufficient, or from the
periodic sale of Securities. A pro rata share of accumulated dividends, if
any, in the Income Account from the preceeding Record Date to, but not
including, the settlement date (normally three business days after purchase)
is added to the Public Offering Price. The total maximum sales charge
assessed to Unitholders on a per Unit basis will be % of the Public
Offering Price (equivalent to % of the net amount invested, exclusive of
the deferred sales charge) subject to reduction beginning , 1998.
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 graduated scale
provided in Part A of this Prospectus, 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 Unitholders 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 Unitholders 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
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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.
For "secondary market" sales the Public Offering Price per Unit of each
Trust is determined by adding to the Trustees determination of the aggregate
value of each Security in the Trust (generally determined by the closing sale
prices of listed Securities and the bid prices of over-the-counter traded
Securities) 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.
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
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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 by (1) investors who purchase Units through
registered investment advisers, certified financial planners and registered
broker-dealers who in each case either charge periodic fees for financial
planning, investment advisory or asset management 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.
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 aggregate underlying value of the Securities in such Trust
(generally determined by the closing sale prices of listed Securities and the
ask prices of over-the-counter traded Securities). Afterward, although it is
not obligated to do so, the Sponsor may 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 aggregate underlying value of the Securities in a Trust (generally
determined by the closing sale prices of listed Securities and the bid prices
of over-the-counter traded Securities). UNITHOLDERS WHO WISH TO DISPOSE OF
THEIR UNITS SHOULD INQUIRE OF THE TRUSTEE OR THEIR BROKER AS TO THE CURRENT
REDEMPTION PRICE. Units subject to a deferred sales charge which are sold or
tendered for redemption prior to such time as the entire deferred sales
charge on such Units has been collected will be assessed the amount of the
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remaining deferred sales charge at the time of sale or redemption. (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 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.")
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 AGGREGATE VALUE 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. (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
The following is a general discussion of certain of the Federal income tax
consequences of the purchase, ownership and disposition of the Units. The
summary is limited to investors who hold the Units as "capital assets"
(generally, property held for investment) within the meaning of Section 1221
of the Internal Revenue Code of 1986 (the "CODE"). Unitholders should
consult their tax advisers in determining the Federal, state, local and any
other tax consequences of the purchase, ownership and disposition of Units in
a Trust.
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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; each Unitholder will be treated as the
owner of a pro rata portion of the assets of a Trust under the Code; and
the income of such Trust will be treated as income of the Unitholders
thereof under the Code. Each Unitholder will be considered to have
received his pro rata share of the income derived from each Security
when such income is received by a Trust.
2. Each Unitholder will have a taxable event when a Trust
disposes of a Security (whether by sale, taxable exchange, liquidation,
redemption, or otherwise) or upon the sale or redemption of Units by
such Unitholder. The price a Unitholder pays for his or her Units,
generally including sales charges, is allocated among his or her pro
rata portion of each Security held by a Trust (in proportion to the fair
market values thereof on the date the Unitholder purchases his or her
Units) in order to determine his or her tax basis for his or her pro
rata portion of each Security held by such Trust. For Federal income
tax purposes, a Unitholder's pro rata portion of dividends, as defined by
Section 316 of the Code, paid by a corporation with respect to a
Security held by a Trust is taxable as ordinary income to the extent of
such corporation's current and accumulated "earnings and profits." A
Unitholder's pro rata portion of dividends paid on such Security which
exceeds such current and accumulated earnings and profits will first
reduce a Unitholder's tax basis in such Security, and to the extent that
such dividends exceed a Unitholder's tax basis in such Security shall
generally be treated as capital gain. In general, any such capital gain
will be short-term unless a Unitholder has held his or her Units for
more than one year.
3. A Unitholder's portion of gain, if any, upon the sale or
redemption of Units or the disposition of Securities held by a Trust
will generally be considered a capital gain (except in the case of a
dealer or a financial institution) and will be long-term if the
Unitholder has held his or her Units for more than one year (the date on
which the Units are acquired (I.E., the "TRADE DATE") is excluded for
purposes of determining whether the Units have been held for more than
one year). A Unitholder's portion of loss, if any, upon the sale or
redemption of Units or the disposition of Securities held by a Trust
will generally be considered a capital loss (except in the case of a
dealer or a financial institution) and, in general, will be long-term if
the Unitholder has held his or her Units for more than one year. In
particular, a Rollover Unitholder should be aware that a Rollover
Unitholder's loss, if any, incurred in connection with the exchange of
Units for Units in the next new series of a Trust (the "NEW TRUSTS"), (the
Sponsor intends to create a separate New Trust in conjunction with the
termination of each of the Trusts) will generally be disallowed with
respect to the disposition of any Securities pursuant to such exchange
to the extent that such Unitholder is considered the owner of
substantially identical securities under the wash sale provisions of the
Code taking into account such Unitholder's deemed ownership of the
securities underlying the Units in a New Trust in the manner described
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above, if such substantially identical securities are acquired within a
period beginning 30 days before and ending 30 days after such
disposition. However, any gains incurred in connection with such an
exchange by a Rollover Unitholder would be recognized. Unitholders
should consult their tax advisers regarding the recognition of gains and
losses for Federal income tax purposes.
DEFERRED SALES CHARGE. Generally, the tax basis of a Unitholder
includes sales charges, and such charges are not deductible. A portion of
the sales charge is deferred. It is possible that for federal income tax
purposes, a portion of the deferred sales charge may be treated as interest
which would be deductible by a Unitholder subject to limitations on the
deduction of investment interest. In such case, the non-interest portion of
the deferred sales charge should be added to the Unitholder's tax basis in
his or her Units. The deferred sales charge could cause the Unitholder's
Units to be considered to be debt-financed under Section 264A of the Code
which would result in a small reduction of the dividends received deduction.
In any case, the income (or proceeds from redemption) a Unitholder must take
into account for federal income tax purposes is not reduced by amounts
deducted to pay the deferred sales charge. Unitholders should consult their
own tax advisers as to the income tax consequences of the deferred sales
charge.
DIVIDENDS RECEIVED DEDUCTION. A Unitholder will be considered
to have received all of the dividends paid on his or her pro rata
portion of each Security when such dividends are received by a Trust
regardless of whether such dividends are used to pay a portion of
the deferred sales charge. Unitholders will be taxed in this manner
regardless of whether distributions from a Trust are actually
received by the Unitholder or are automatically reinvested. See
"DISTRIBUTIONS TO UNITHOLDERS" and "ACCUMULATION PLAN."
A corporation that owns Units will generally be entitled to a 70%
dividends received deduction with respect to such Unitholder's pro rata
portion of dividends received by a Trust (to the extent such dividends are
taxable as ordinary income, as discussed above) in the same manner as if such
corporation directly owned the Securities paying such dividends (other than
corporate Unitholders, such as "S" corporations which are not eligible for the
deduction because of their special characteristics and other than for
purposes of special taxes such as the accumulated earnings tax and the
personal holding corporation tax). However, a corporation owning Units
should be aware that Sections 246 and 246A of the Code impose additional
limitations on the eligibility of dividends for the 70% dividends received
deduction, These limitations include a requirement that stock (and therefore
Units) must generally be held at least 46 days (as determined under Section
246(c) of the Code). Final regulations have recently been issued which
address special rules that must be considered in determining whether the
46-day holding period requirement is met. Moreover, the allowable percentage
of the deduction will be reduced from 70% if a corporate Unitholder owns
certain stock (or Units) the financing of which is directly attributable to
indebtedness incurred by such corporation. It should be noted that various
legislative proposals that would affect the dividends received deduction have
been introduced. Unitholders should consult with their tax advisers with
respect to the limitations on and possible modifications to the dividends
received deduction.
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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 or her. It should be noted that as a result of the Tax
Reform Act of 1986, certain miscellaneous itemized deductions, such as
investment expenses, tax return preparation fees and employee business
expenses will be deductible by an individual only to the extent they exceed
2% of such individual's adjusted gross income. Unitholder's may be required to
treat some or all of the expenses of the Trust as miscellaneous itemized
deductions subject to this limitation.
RECOGNITION OF TAXABLE GAIN OR LOSS UPON DISPOSITION OF SECURITIES BY A
TRUST OR DISPOSITION OF UNITS. As discussed above, a Unitholder may
recognize taxable gain (or loss) when a Security is disposed of by a Trust or
if the Unitholder disposes of a Unit (although losses incurred by Rollover
Unitholders may be subject to disallowance, as discussed above). For
taxpayers other than corporations, net capital gains are subject to a maximum
stated marginal tax rate of 28%. 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 Revenue Reconciliation Act of 1993" (the "TAX ACT") raised tax
rates on ordinary income while capital gains remain subject to a 28% 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.
If the Unitholder disposes of a Unit, he or she is deemed thereby to
have disposed of his or her entire pro rata interest in all assets of the
Trust involved including his or her pro rata portion of all the Securities
represented by the Unit.
SPECIAL TAX CONSEQUENCES OF IN-KIND DISTRIBUTIONS UPON REDEMPTION OF
UNITS, TERMINATION OF A TRUST AND INVESTMENT IN A NEW TRUST. As discussed in
"REDEMPTION" and "OTHER INFORMATION -- TERMINATION OF INDENTURE," under
certain circumstances a Unitholder who owns at least 2,500 Units of a Trust
may request an In-Kind Distribution upon the redemption of Units or the
termination of such Trust. The Unitholder requesting an In-Kind Distribution
will be liable for expenses related thereto (the "DISTRIBUTION EXPENSES") and
the amount of such In-Kind Distribution will be reduced by the amount of the
Distribution Expenses. See "DISTRIBUTIONS TO UNITHOLDERS." As previously
discussed, prior to the redemption of Units or the termination of a Trust, a
Unitholder is considered as owning a pro rata portion of each of such Trust's
assets for Federal income tax purposes. The receipt of an In-Kind
Distribution upon the redemption of Units or the termination of a Trust would
be deemed an exchange of such Unitholder's pro rata portion of each of the
shares of stock and other assets held by such Trust in exchange for an
undivided interest in whole shares of stock plus, possibly, cash.
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The potential tax consequences that may occur under an In-Kind
Distribution will depend on whether or not a Unitholder receives cash in
addition to Securities. A "Security" for this purpose is a particular class
of stock issued by a particular corporation. A Unitholder will not recognize
gain or loss if a Unitholder only receives Securities in exchange for his or
her pro rata portion in the Securities held by a Trust. However, if a
Unitholder also receives cash in exchange for a fractional share of a
Security held by a Trust, such Unitholder will generally recognize gain or
loss based upon the difference between the amount of cash received by the
Unitholder and his or her tax basis in such fractional share of a Security
held by such Trust.
Because a Trust will own many Securities, a Unitholder who requests an
In-Kind Distribution will have to analyze the tax consequences with respect
to each Security owned by such Trust. The amount of taxable gain (or loss)
recognized upon such exchange will generally equal the sum of the gain (or
loss) recognized under the rules described above by such Unitholder with
respect to each Security owned by such Trust. Unitholders who request an
In-Kind Distribution are advised to consult their tax advisers in this regard.
As discussed in "SPECIAL REDEMPTION, LIQUIDATION AND INVESTMENT IN A NEW
TRUST," a Unitholder may elect to become a Rollover Unitholder. To the
extent a Rollover Unitholder exchanges his or her Units for Units of a New
Trust in a taxable transaction, such Unitholder will recognize gains, if any,
but generally will not be entitled to a deduction for any losses recognized
upon the disposition of any Securities pursuant to such exchange to the
extent that such Unitholder is considered the owner of substantially
identical securities under the wash sale provisions of the Code taking into
account such Unitholder's deemed ownership of the securities underlying the
Units in such New Trust in the manner described above, if such substantially
identical securities were acquired within a period beginning 30 days before
and ending 30 days after such disposition under the wash sale provisions
contained in Section 1091 of the Code. In the event a loss is disallowed
under the wash sale provisions, special rules contained in Section 1091(d) of
the Code apply to determine the Unitholder's tax basis in the securities
acquired. Rollover Unitholders are advised to consult their tax advisers.
COMPUTATION OF THE UNITHOLDER'S TAX BASIS. Initially, a Unitholder's
tax basis in his or her Units will generally equal the price paid by such
Unitholder for his or her Units. The cost of the Units is allocated among
the Securities held in the Trust in accordance with the proportion of the
fair market values of such Securities on the date the Units are purchased in
order to determine such Unitholder's tax basis for his or her pro rata
portion of each Security.
A Unitholder's tax basis in his or her Units and his or her pro rata
portion of an Security held by a Trust will be reduced to the extent
dividends paid with respect to such Security are received by a Trust which
are not taxable as ordinary income as described above.
GENERAL. Each Unitholder will be requested to provide the Unitholder's
taxpayer identification number to the Trustee and to certify that the
Unitholder has not been notified that payments to the Unitholder are subject
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to back-up withholding. If the proper taxpayer identification number and
appropriate certification are not provided when requested, distributions by a
Trust to such Unitholder (including amounts received upon the redemption of
Units) will be subject to back-up withholding. Distributions by a Trust will
generally be subject to United States income taxation and withholding in the
case of Units held by non-resident alien individuals, foreign corporations or
other non-United States persons. Such persons should consult their tax
advisers.
Unitholders will be notified annually of the amounts of income dividends
includable in the Unitholders gross income and amounts of Trust expenses
which may be claimed as itemized deductions.
Unitholders desiring to purchase Units for tax-deferred plans and IRAs
should consult their broker for details on establishing such accounts. Units
may also be purchased by persons who already have self-directed plans
established. See "Why are Investments in the Trusts Suitable for Retirement
Plans?"
In the opinion of Carter, Ledyard & Milburn, Special Counsel to the
Trusts for New York tax matters, under the existing income tax laws of the
State of New York, 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
thereof.
RETIREMENT PLANS
Units of the Trusts may be well suited for purchase by Individual
Retirement Accounts, Keogh Plans, pension funds and other tax-deferred
retirement plans. Generally the Federal income tax relating to capital gains
and income received in each of the foregoing plans is deferred until
distributions are received. Distributions from such plans are generally
treated as ordinary income but may, in some cases, be eligible for special
averaging or tax-deferred rollover treatment. Investors considering
participation in any such plan should review specific tax laws related
thereto and should consult their attorneys or tax advisers with respect to
the establishment and maintenance of any such plan. Such plans are offered by
brokerage firms and other financial institutions. Fees and charges with
respect to such plans may vary.
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
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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 Income and Capital
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, licensing fees, 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 Income and Capital
Accounts.
DISTRIBUTIONS TO UNITHOLDERS
The Trustee will distribute any net income received with respect to any
of the Securities in a Trust on or about the Income Distribution Dates to
Unitholders of record on the preceding Income Record Date. See
"DISTRIBUTIONS" in Part A of this Prospectus. Persons who purchase Units will
commence receiving distributions only after such person becomes a Record
Owner. Notification to the Trustee of the transfer of Units is the
responsibility of the purchaser, but in the normal course of business such
notice is provided by the selling broker/dealer. Proceeds received on the
sale of any Securities in a Trust, to the extent not used to meet redemptions
of Units, pay the deferred sales charge or pay expenses, will, however, be
distributed on the last day of each month to Unitholders of record on the
fifteenth day of each month if the amount available for distribution equals
at least $1.00 per 100 Units. The Trustee is not required to pay interest on
funds held in the Capital Account of a Trust (but may itself earn interest
thereon and therefore benefit from the use of such funds). Notwithstanding,
distributions of funds in the Capital Account, if any, will be made as part
of the final liquidation distribution, and in certain circumstances, earlier.
See "Tax Status."
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It is anticipated that the deferred sales charge will be collected from
the Capital Account of the Trusts and that amounts in the Capital Account
will be sufficient to cover the cost of the deferred sales charge. To the
extent that amounts in the Capital Account are insufficient to satisfy the
then current deferred sales charge obligation, Securities may be sold to meet
such shortfall. Distributions of amounts necessary to pay the deferred
portion of the sales charge will be made to an account designated by the
Sponsor for purposes of satisfying Unitholder's deferred sales charge
obligations.
Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of any distribution made by a
Trust if the Trustee has not been furnished the 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 under certain circumstances by contacting the
Trustee, otherwise the amount may be recoverable only when filing a tax
return. Under normal circumstances the Trustee obtains the Unitholder's tax
identification number from the selling broker. However, a Unitholder should
examine his or her statements from the Trustee to make sure that the Trustee
has been provided a certified tax identification number in order to avoid
this possible "back-up withholding." In the event the Trustee has not been
previously provided such number, one should be provided as soon as possible.
Within a reasonable time after a Trust is terminated, each Unitholder
who is not a Rollover Unitholder will, upon surrender of his Units for
redemption, receive (i) the pro rata share of the amounts realized upon the
disposition of Securities, unless he or she elects an In-Kind Distribution as
described under "OTHER INFORMATION -- TERMINATION OF INDENTURE" and (ii) a
pro rata share of any other assets of such Trust, less expenses of such Trust.
The Trustee will credit to the Income Account of a Trust any dividends
received on the Securities therein. All other receipts (E.G., return of
capital, etc.) are credited to the Capital Account of the Trust.
The Trustee may establish reserves (the "RESERVE ACCOUNT") within the
Trust for state and local taxes, if any, and any governmental charges payable
out of such Trust.
DISTRIBUTION REINVESTMENT. Any Unitholder may elect to have each
distribution of income and/or capital on his Units, other than the final
liquidating distribution in connection with the termination of a Trust,
automatically reinvested in additional Units of such Trust. Each person who
purchases Units of a Trust may elect to participate in the reinvestment
option by notifying the Trustee in writing of their election. Reinvestment
may not be available in all states. Notification to the Trustee must be
received within 10 days prior to the Record Date for such distributions.
Each subsequent distribution of income and/or capital, as selected by the
Unitholder, will be automatically applied by the Trustee to purchase
additional Units of a Trust. The remaining deferred sales charge payments
will be assessed on Units acquired pursuant to reinvestment. IT SHOULD BE
REMEMBERED THAT EVEN IF DISTRIBUTIONS ARE REINVESTED, THEY ARE STILL TREATED
AS DISTRIBUTIONS FOR INCOME TAX PURPOSES.
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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 income and
capital 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 capital only reinvestment to reinvestment of
both capital and income 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 income, 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 (1) a summary of transactions in the
Trust for such year; (2) any Security sold during the year and the Securities
held at the end of such year by the Trust; (3) the redemption price per Unit
based upon a computation thereof on the 31st day of December of such year (or
the last business day prior thereto); and (4) amounts of income and capital
distributed during such year.
In order to comply with Federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Trustee, evaluations of
the Securities in the Trust furnished to it by the Evaluator.
UNIT VALUE AND EVALUATION
The value of the Trust is determined by the Sponsor on the basis of (1)
the cash on hand in the Trust other than cash deposited in the Trust to
purchase Securities not applied to the purchase of such Securities; (2) the
aggregate value of the Securities held in the Trust, as determined by the
Evaluator on the basis of the aggregate underlying value of the
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Securities in the Trust next computed; and (3) dividends receivable on the
Securities trading ex-dividend as of the date of computation; and deducting
therefrom: (1) amounts representing any applicable taxes or governmental
charges payable out of such Trust; (2) any amounts owing to the Trustee for
its advances; (3) an amount representing estimated accrued expenses of the
Trust, including, but not limited to, fees and expenses of the Trustee
(including legal fees), the Evaluator and supervisory fees, if any; (4) cash
held for distribution to Unitholders of record of the Trust as of the
business day prior to the evaluation being made; and (5) other liabilities
incurred by 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 aggregate underlying value of the Securities in the Trust in the
following manner: if the Securities are listed on a securities exchange or
the NASDAQ National Market System, this evaluation is generally based on the
closing sale prices on that exchange or that system (unless it is determined
that these prices are inappropriate as a basis for valuation) or, if there is
no closing sale price on that exchange or system, at the closing bid prices.
If the Securities are not so listed or, if so listed and the principal market
therefor is other than on a securities exchange, the evaluation shall
generally be based on the current bid prices on the over-the-counter market
(unless these prices are inappropriate as a basis for evaluation). If
current bid prices are unavailable, the evaluation is generally determined
(a) on the basis of current bid prices for comparable securities, (b) by
appraising the value of the Securities on the bid side of the market or (c)
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 500
Units, whichever is less. The Sponsor reserves the right to reject, in whole
or in part, any order for the purchase of Units.
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.
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The Sponsor may 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 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
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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 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
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"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. Units subject to a deferred sales charge which are tendered for
redemption prior to such time as the entire deferred sales charge on such
Units has been collected will be assessed the amount of the remaining
deferred sales charge at the time of redemption. 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.
Any Unitholder tendering 2,500 Units or more for redemption may request
by written notice submitted at the time of tender from the Trustee, in lieu
of a cash redemption, a distribution of shares of Securities in an amount and
value of Securities per Unit equal to the Redemption Price Per Unit, as
determined as of the evaluation next following tender. To the extent
possible, in-kind distributions ("IN-KIND DISTRIBUTIONS") shall be made by
the Trustee through the distribution of each of the Securities in book-entry
form to the account of the Unitholder's bank or broker/dealer at the
Depository Trust Company. An In-Kind Distribution will be reduced by
customary transfer and registration charges. The tendering Unitholder will
receive his pro rata number of whole shares of each of the Securities
comprising a portfolio and cash from the Capital Account equal to the
fractional shares to which the tendering Unitholder is entitled. The Trustee
may adjust the number of shares of any issue of Securities included in a
Unitholder's In-Kind Distribution to facilitate the distribution of whole
shares, such adjustment to be made on the basis of the value of Securities on
the date of tender. If funds in the Capital Account are insufficient to
cover the required cash distribution to the tendering Unitholder, the Trustee
may sell Securities in the manner described above.
Under regulations issued by the Internal Revenue Service, the Trustee is
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. For
further information regarding this withholding, see "DISTRIBUTIONS TO
UNITHOLDERS." In the event the Trustee has not been previously provided such
number, one must be provided at the time redemption is requested.
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Any amounts paid on redemption representing income shall be withdrawn
from the Income Account of a Trust to the extent that funds are available for
such purpose, or from the Capital Account. All other amounts paid on
redemption shall be withdrawn from the Capital Account.
The Trustee is empowered to sell Securities of the Trusts in order to
make funds available for redemption. To the extent that Securities are sold,
the size and diversity of the 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 per Unit during the secondary market will be
determined on the basis of the aggregate underlying value of the Securities
in a Trust plus or minus cash, if any, in the Income and Capital Accounts of
such Trust. The Redemption Price per Unit is equal to the pro rata share of
each Unit determined by the Trustee by adding: (1) the cash on hand in the
Trust other than cash deposited in the Trust to purchase Securities not
applied to the purchase of such Securities; (2) the aggregate underlying
value of the Securities held in such Trust, as determined by the Evaluator on
the basis of the evaluation next computed; and (3) dividends receivable on
the Securities trading ex-dividend as of the date of computation; and
deducting therefrom: (1) amounts representing any applicable taxes or
governmental charges payable out of such Trust; (2) any amounts owing to the
Trustee for its advances; (3) an amount representing estimated accrued
expenses of such Trust, including but not limited to fees and expenses of the
Trustee (including legal fees), the Evaluator and supervisory fees, if any;
(4) cash held for distribution to Unitholders of record of such Trust as of
the business day prior to the evaluation being made; and (5) other
liabilities incurred by such Trust; and finally dividing the results of such
computation by the number of Units of such Trust outstanding as of the date
thereof. The redemption price per Unit will be assessed the amount, if any,
of the remaining deferred sales charge at the time of redemption.
The aggregate value of the Securities for purposes of the Redemption
Price during the secondary market and the Secondary Market Public Offering
Price will be determined in the following manner: if the Securities are
listed on a securities exchange or the NASDAQ National Market System, this
evaluation is generally based on the closing sale prices on that exchange or
that system (unless it is determined that these prices are inappropriate as a
basis for valuation) or, if there is no closing sale price on that exchange
or system, at the closing bid prices. If the Securities are not so listed
or, if so listed and the principal market therefore is other than on a
securities exchange, the evaluation shall generally be based on the current
bid prices on the over-the-counter market (unless these prices are
inappropriate as a basis for evaluation). If current bid prices are
unavailable, the evaluation is generally determined (a) on the basis of
current bid prices for comparable securities, (b) by appraising the value of
the Securities on the bid side of the market or (c) by any combination of the
above.
The right of redemption may be suspended and payment postponed for any
period during which the New York Stock Exchange is closed, other than for
customary weekend and holiday closings, or during which the Securities and
Exchange Commission determines that trading on the New York Stock Exchange is
restricted or any emergency exists, as a result of which disposal or
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evaluation of the Securities is not reasonably practicable, or for such other
periods as the Securities and Exchange Commission may by order permit. Under
certain extreme circumstances, the Sponsor may apply to the Securities and
Exchange Commission for an order permitting a full or partial suspension of
the right of Unitholders to redeem their Units. The Trustee is not liable to
any person in any way for any loss or damage which may result from any such
suspension or postponement.
SPECIAL REDEMPTION, LIQUIDATION AND INVESTMENT IN A NEW TRUST
It is expected that a special redemption and liquidation will be made of
all Units of a Trust held by any Unitholder (a "ROLLOVER UNITHOLDER") who
affirmatively notifies the Trustee in writing that he or she desires to
participate as a Rollover Unitholder by the Rollover Notification Date
specified in the "PERFORMANCE INFORMATION" appearing in Part A of this
Prospectus.
All Units of Rollover Unitholders will be redeemed In-Kind during the
Special Redemption and Liquidation Period and the underlying Securities will
be distributed to the Distribution Agent on behalf of the Rollover
Unitholders. During the Special Redemption and Liquidation Period (as set
forth in "PERFORMANCE INFORMATION" in Part A), the Distribution Agent will be
required to sell all of the underlying Securities on behalf of Rollover
Unitholders. The sales proceeds will be net of brokerage fees, governmental
charges or any expenses involved in the sales.
The Distribution Agent may engage the Sponsor, as its agent, or other
brokers to sell the distributed Securities. The Securities will be sold as
quickly as is practicable during the Special Redemption and Liquidation
Period. The Sponsor does not anticipate that the period will be longer than
one or two days, given that the Securities are usually highly liquid. The
liquidity of any Security depends on the daily trading volume of the Security
and the amount that the Sponsor has available for sale on any particular day.
The Rollover Unitholders' proceeds will be invested in a New Trust or a
trust with a similar investment strategy (as selected by the Unitholder), if
then registered and being offered. The proceeds of redemption will be used
to buy New Trust units as the proceeds become available. Any Rollover
Unitholder may thus be redeemed out of a Trust and become a holder of an
entirely different trust, a New Trust, with a different portfolio of
Securities. In accordance with the Rollover Unitholders' offer to purchase
the New Trust units, the proceeds of the sales (and any other cash
distributed upon redemption) will be invested in a New Trust, at the public
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offering price, including the applicable maximum sales charge per Unit (which
for Rollover Unitholders is currently expected to be $.175 per unit for the
New Series of a Trust, all of which will be deferred as provided herein).
The Sponsor intends to create the New Trust units as quickly as
possible, depending upon the availability and reasonably favorable prices of
the Securities included in a New Trust portfolio, and it is intended that
Rollover Unitholders will be given first priority to purchase the New Trust
units. The Sponsor may also permit Rollover Unitholders to elect to have
their proceeds invested in a trust with a similar investment strategy, if
such trust is then registered in the Unitholder's state of residence and
being offered. There can be no assurance, however, as to the exact timing of
the creation of the New Trust units or the aggregate number of New Trust
units which the Sponsor will create. The Sponsor may, in its sole
discretion, stop creating new units (whether permanently or temporarily) at
any time it chooses, regardless of whether all proceeds of the Special
Redemption and Liquidation have been invested on behalf of Rollover
Unitholders. Cash which has not been invested on behalf of the Rollover
Unitholders in New Trust units will be distributed within a reasonable time
after such occurrence. However, since the Sponsor can create units, the
Sponsor anticipates that sufficient units can be created, although moneys in
a New Trust may not be fully invested on the next business day.
The process of redemption, liquidation, and investment in a New Trust is
intended to allow for the fact that the portfolios selected by the Sponsor
are chosen on the basis of growth and income potential only for a year, at
which point a new portfolio is chosen. It is contemplated that a similar
process of redemption, liquidation and investment in a New Trust will be
available as each Trust terminates.
It should also be noted that Rollover Unitholders may realize taxable
capital gains on the Special Redemption and Liquidation but, in certain
unlikely circumstances, will not be entitled to a deduction for certain
capital losses and, due to the procedures for investing in a New Trust, no
cash would be distributed at that time to pay any taxes. Included in the
cash for the Special Redemption and Liquidation will be an amount of cash
attributable to the second distribution of dividend income; accordingly,
Rollover Unitholders also will not have cash from this source distributed to
pay any taxes. See "TAX STATUS."
In addition, during this period a Unitholder will be at risk to the
extent that Securities are not sold and will not have the benefit of any
stock appreciation to the extent that moneys have not been invested; for this
reason, the Sponsor will be inclined to sell and purchase the Securities in
as short a period as they can without materially adversely affecting the
price of the Securities.
Unitholders who do not inform the Distribution Agent that they wish to
have their Units so redeemed and liquidated ("REMAINING UNITHOLDERS") will
not realize capital gains or losses due to the Special Redemption and
Liquidation, and will not be charged any additional sales charge.
The Sponsor may for any reason, in its sole discretion, decide not to
sponsor the New Trusts or any subsequent series of the Trusts, without
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penalty or incurring liability to any Unitholder. If the Sponsor so decides,
the Sponsor shall notify the Unitholders before the Special Redemption and
Liquidation. All Unitholders will then be remaining Unitholders, with rights
to ordinary redemption as before. See "REDEMPTION." The Sponsor may modify
the terms of the New Trusts or any subsequent series of the Trusts. The
Sponsor may also modify, suspend or terminate the Rollover Option upon notice
to the Unitholders of such amendment at least 60 days prior to the effective
date of such amendment.
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
The portfolio of the Trust is not "managed" by the Sponsor or the
Trustee; their activities described herein are governed solely by the
provisions of the Indenture. The Indenture provides that the Sponsor may
(but need not) direct the Trustee to dispose of an Security in the event that
an issuer defaults in the payment of a dividend that has been declared, that
any action or proceeding has been instituted restraining the payment of
dividends or there exists any legal question or impediment affecting such
Security, that the issuer of the Security has breached a covenant which would
affect the payments of dividends, the credit standing of the issuer or
otherwise impair the sound investment character of the Security, that the
issuer has defaulted on the payment on any other of its outstanding
obligations, that the price of the Security has declined to such an extent or
other such credit factors exist so that in the opinion of the Sponsor, the
retention of such Securities would be detrimental to a Trust. Except as
stated under "COMPOSITION OF TRUSTS" for Failed Securities, the acquisition
by a Trust of any securities or other property other than the Securities is
prohibited. Pursuant to the Indenture and with limited exceptions, the
Trustee may sell any securities or other property acquired in exchange for
Securities such as those acquired in connection with a merger or other
transaction. If offered such new or exchanged securities or property, the
Trustee shall reject the offer. However, in the event such securities or
property are nonetheless acquired by a Trust, they may be accepted for
deposit in a Trust and either sold by the Trustee or held in a Trust pursuant
to the direction of the Sponsor. Proceeds from the sale of Securities by the
Trustee are credited to the Capital Account of a Trust for distribution to
Unitholders or to meet redemptions.
The Trustee may also sell Securities designated by the Sponsor, or if
not so directed, in its own discretion, for the purpose of redeeming Units of
a Trust tendered for redemption and the payment of expenses.
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The Sponsor, in designating Securities to be sold by the Trustee, will
generally make selections in order to maintain, to the extent practicable,
the proportionate relationship among the number of shares of individual
issues of Securities. To the extent this is not practicable, the composition
and diversity of the Securities may be altered. In order to obtain the best
price for a Trust, it may be necessary for the Sponsor to specify minimum
amounts (generally 100 shares) in which blocks of Securities are to be sold.
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 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
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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.
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 Trust's 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
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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
The 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 Trust 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 Mandatory Termination Date set forth under
"PERFORMANCE INFORMATION" in Part A of this Prospectus.
Commencing on the Mandatory Termination Date, Securities will begin to
be sold in connection with the termination of the Trust. The Sponsor will
determine the manner, timing and execution of the sale of the Securities.
Written notice of any termination of a Trust specifying the time or times at
which Unitholders may surrender their certificates for cancellation shall be
given by the Trustee to each Unitholder at his address appearing on the
registration books of such Trust maintained by the Trustee. Not less than 30
days prior to the Mandatory Termination Date the Trustee will provide written
notice thereof to all Unitholders and will include with such notice a form to
enable Unitholders to elect a distribution of shares of Securities (reduced
by customary transfer and registration charges), if such Unitholder owns at
least 2,500 Units, rather than to receive payment in cash for such
Unitholder's pro rata share of the amounts realized upon the disposition by
the Trustee of Securities. To be effective, the election form, together with
surrendered certificates and other documentation required by the Trustee,
must be returned to the Trustee at least five business days prior to the
Mandatory Termination Date. A Unitholder may, of course, at any time after
the Securities are distributed, sell all or a portion of the shares.
Unitholders not electing a distribution of shares of Securities and who do
not elect the Rollover Option will receive a cash distribution from the sale
of the remaining Securities within a reasonable time after the Trust is
terminated. Regardless of the distribution involved, the Trustee will deduct
from the funds of a Trust any accrued costs, expenses, advances or
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indemnities provided by the Trust Agreement, 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.
Any sale of Securities in a Trust upon termination may result in a lower
amount than might otherwise be realized if such sale were not required at
such time. Trustee will then distribute to each Unitholder his pro rata
share of the balance of the Income and Capital Accounts.
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
NUVEEN - STANDARD & POOR'S QUALITY EQUITY PORTFOLIO TRUST
PROSPECTUS -- PART B
_______________, 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 Trust Chicago, IL 60603
When Units of the Trusts are no longer available, or for investors who
will reinvest into subsequent series of the Trusts, this Prospectus may be
used as a preliminary prospectus for a future series; in which case investors
should note the following:
INFORMATION CONTAINED HEREIN IS SUBJECT TO AMENDMENT. A REGISTRATION
STATEMENT RELATING TO SECURITIES OF A FUTURE SERIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE.
THE PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY
STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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
NUVEEN - STANDARD & POOR'S QUALITY EQUITY PORTFOLIO TRUST PROSPECTUS
_______________, 1997
NUVEEN UNIT TRUSTS
INFORMATION SUPPLEMENT
NUVEEN UNIT TRUST SERIES 4
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
APPENDIX A -- STANDARD & POOR'S EARNINGS AND DIVIDEND RANKINGS
FOR COMMON STOCKS
APPENDIX B -- STANDARD & POOR'S CORPORATE RATINGS CRITERIA
<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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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.
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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 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
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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., 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.
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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-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.
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APPENDIX A
STANDARD & POOR'S EARNINGS AND DIVIDEND RANKINGS
FOR COMMON STOCKS
The investment process involves assessment of various factors -- such as
products and industry position, corporate resources and financial policy --
with results that make some common stocks more highly esteemed than others.
In this assessment, Standard & Poor's believes that earnings and dividend
performance is the end result of the interplay of these factors and that,
over the long run, the record of this performance has a considerable bearing
on relative quality. The rankings, however, do not pretend to reflect all of
the factors, tangible or intangible, that bear on stock quality.
Relative quality of bonds or other debt, that is, degrees of protection
for principal and interest, called credit worthiness, cannot be applied to
common stocks, and therefore rankings are not to be confused with bond quality
ratings which are arrived at by a necessarily different approach.
Growth and stability of earnings and dividends are deemed key elements
in establishing Standard & Poor's earnings and dividend rankings for common
stocks. It should be noted, however, that the process also takes into
consideration certain adjustments and modifications deemed desirable in
establishing such rankings.
The major driver of these rankings is a computerized
scoring system based on per-share earnings and dividend records of the most
recent ten years -- a period deemed long enough to measure significant time
segments of secular growth, to capture indications of basic changes in trend
as they develop, and to encompass the full peak-to-peak range of the business
cycle. Basic scores are computed for earnings and dividends, then adjusted
as indicated by a set of predetermined modifiers for growth, stability within
long-term trend, and cyclicality. Adjusted scores for earnings and dividends
are then combined to yield a final score.
In addition, the ranking system makes allowance for the fact that, in
general, corporate size imparts certain recognized advantages from an
investment standpoint. Conversely, minimum size limits (as measured by
corporate revenues) are set for the various rankings, but the system
provides for exceptions when the score reflects an outstanding
earnings-dividend record.
The final score for each stock is measured against a scoring matrix
determined by analysis of the scores of a large and representative sample of
stocks. The range of scores in the array of this sample has been aligned with
the following ladder of rankings:
A+ Highest A- Above Average B- Lower
A High B+ Average C Lowest
B Below Average D In Reorganization
<PAGE>
NR signifies no ranking because of insufficient data or because the
stock is not amenable to the ranking process.
The rankings as determined above may be modified in some instances by
special considerations, such as natural disasters, massive strikes, and
non-recurring accounting adjustments.
A ranking is not a forecast of future market price performance, but is
basically an appraisal of past performance of earnings and dividends, and
relative current standing. These rankings must not be used as market
recommendations; a high-scoring stock may at times be so overpriced as to
justify its sale, while a low-scoring stock may be attractively priced for
purchase. Rankings based upon earnings and dividend records are no
substitute for complete analysis. They cannot take into account potential
effects on management changes, internal company policies not yet fully
reflected in the earnings and dividend record, public relations standing,
recent competitive shifts, and a host of other factors that may be relevant
to market price or suitability.
A-2
<PAGE>
APPENDIX B
STANDARD & POOR'S CORPORATE RATINGS CRITERIA
A Standard & Poor's issue credit rating is a current opinion of the
creditworthiness of an obligor with respect to a specific financial
obligations, a specific class of financial obligations, or a specific
financial program (including ratings on medium-term note programs and
commercial paper programs). It takes into consideration the creditworthiness
of guarantors, insurers, or other forms of credit enhancement on the
obligation and takes into account the currency in which the obligation is
denominated. The issue credit rating is not a recommendation to purchase,
sell, or hold a financial obligation, inasmuch as it does not comment as to
market price or suitability for a particular investor.
Issue credit ratings are based on current information furnished by the
obligors or obtained by Standard & Poor's from other sources it considers
reliable. Standard & Poor's does not perform an audit in connection with any
credit rating and may, on occasion, rely on unaudited financial information.
Credit ratings may be changed, suspended, or withdrawn as a result of changes
in, or unavailability of, such information, or based on other circumstances.
Issue credit ratings can be either long-term or short-term. Short-term
ratings are generally assigned to those obligations considered short-term in
the relevant market. In the U.S., for example, that means obligations with
an original maturity of no more than 365 days -- including commercial paper.
Short-term ratings are also used to indicate the creditworthiness of an
obligor with respect to put features on long-term obligations. The result is
a dual rating, in which the short-term rating addresses the put feature, in
addition to the usual long-term rating. Medium-term notes are assigned
long-term ratings.
LONG-TERM ISSUE CREDIT RATINGS
Issue credit ratings are based, in varying degrees, on the following
considerations:
1. Likelihood of payment -- capacity and willingness of
the obligor to meet its financial commitment on an obligation
in accordance with the terms of the obligation;
2. Nature of and provisions of the obligation; and
3. Protection afforded by, and relative position of,
the obligation in the event of bankruptcy, reorganization, or
other arrangement under the laws of bankruptcy and other laws
affecting creditors' rights.
The issue rating definitions are expressed in terms of default risk. As
such, they pertain to senior obligations of an entity. Junior obligations are
typically rated lower than senior obligations, to reflect the lower priority
in bankruptcy, as noted above. (Such differentiation applies when an entity
has both senior and subordinated obligations, secured and unsecured
obligations, or operating company and holding company obligations.)
Accordingly, in the case of junior debt, the rating may not conform exactly
with the category definition.
<PAGE>
"AAA" An obligation rated "AAA" has the highest rating
assigned by Standard & Poor's. The obligor's
capacity to meet its financial commitment on the
obligation is extremely strong.
"AA" An obligation rated "AA" differs from the highest
rated obligations only in small degree. The
obligor's capacity to meet its financial commitment
on the obligation is very strong.
"A" An obligation rated "A" is somewhat more susceptible
to the adverse effects of changes in circumstances
and economic conditions than obligations in higher
rated categories. However, the obligor's capacity
to meet its financial commitment on the obligation
is still strong.
"BBB" An obligation rated "BBB" exhibits adequate
protection parameters. However, adverse economic
conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to
meet its financial commitment on the obligation.
Obligations rated "BB," "B," "CCC," "CC," and "C" are regarded as having
significant speculative characteristics. "BB" indicates the least degree of
speculation and "C" the highest. While such obligations will likely have
some quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.
"BB" An obligation rated "BB" is less vulnerable to
nonpayment than other speculative issues. However,
it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions
which could lead to the obligor's inadequate
capacity to meet its financial commitment on the
obligation.
"B" An obligation rated "B" is more vulnerable to
nonpayment than obligations rated "BB," but the
obligor currently has the capacity to meet its
financial commitment on the obligation. Adverse
business, financial, or economic conditions will
likely impair the obligor's capacity or willingness
to meet its financial commitment on the obligation.
"CCC" An obligation rated "CCC" is currently vulnerable
to nonpayment, and is dependent upon favorable
business, financial, and economic conditions for the
obligor to meet its financial commitment on the
obligation. In the event of adverse business,
financial, or economic conditions, the obligor is
not likely to have the capacity to meet its
financial commitment on the obligation.
B-2
<PAGE>
"CC" An obligation rated "CC" is currently highly
vulnerable to nonpayment.
B-3
<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).
____________
* 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.
-2-
<PAGE>
C. EXPLANATORY NOTE
The Registration Statement will contain multiple separate
prospectuses. Each Prospectus will relate to an individual
unit investment trust and will 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.
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Nuveen Unit Trust, Series 4, 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 April 15, 1997.
NUVEEN UNIT TRUST, SERIES 4
(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 ) April 15, 1997
and Executive Vice President )
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).
-4-
<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
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.
-5-
<PAGE>
MEMORANDUM
Re: Nuveen Unit Trust, Series 4
-----------------------------------
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 4.
Chicago, Illinois
April 15, 1997
