<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 5
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 5
CROSS-REFERENCE SHEET
PURSUANT TO RULE 404(C) OF REGULATION C
UNDER THE SECURITIES ACT OF 1933
(FORM N-8B-2 ITEMS REQUIRED BY INSTRUCTION 1 AS
TO PROSPECTUS ON FORM S-6)
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of trust ) Prospectus Cover Page
(b) Title of securities issued )
2. Name and address of Depositor ) Information About The Sponsor
3. Name and address of Trustee ) Information About The Sponsor
4. Name and address of principal ) Information About The Sponsor
Underwriter )
5. Organization of trust ) Nuveen Unit Trusts
6. Execution and termination of ) Nuveen Unit Trusts
Trust Agreement ) Information About The Trustee
) Other Information
7. Changes of Name )
8. Fiscal Year )
9. Litigation )
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
10. General information regarding ) Summary of Portfolios.
trust's securities ) Composition of Trusts
) Distributions To Unitholders
) Redemption
) Removal of Securities From
) The Trusts
) Information About The Trustee
) Information About The Sponsor
) Other Information
) Tax Status
<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
11. Type of securities comprising ) Nuveen Unit Trusts
units ) Summary Of Portfolios
) Composition Of Trusts
) Objectives Of The Trusts
)
12. Certain information regarding ) *
periodic payment certificates )
13. (a) Loan, fees, expenses, etc. ) Essential Information
) Public Offering Price
) Market For Units
) Accrued Interest
) Estimated Long Term Returnand
) Estimated Current Return
) Evaluation of Securities at the
) Initial Date Of Deposit
) Trust Operating Expenses
) Distributions To Unitholders
) Summary Of Portfolios
) Reports To Unitholders
)
(b) Certain information regarding ) *
periodic payment certificates )
(c) Certain percentages ) Public Offering Price
) Market For Units
) Estimated Long Term Return
) and Estimated Current Return
) Evaluation of Securities at the
) Initial Date Of Deposit
) Accrued Interest
)
(d) Certain other fees, etc. ) Evaluation of Securities at the
payable by holders ) Initial Date Of Deposit
) Normal Trust Operating Expenses
) Ownership and Transfer of Units
)
(e) Certain profits received by )
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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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 )
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<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
(b) Branch offices of principal ) *
underwriter )
(c) Salesmen of principal )
underwriter )
42. Ownership of trust's securities ) *
by certain persons )
43. Certain brokerage commissions ) *
received by principal )
underwriter )
44. (a) Method of valuation ) Essential Information
) Public Offering Price
) Evaluation of Securities at the Date
) Of Deposit
) Trust Operating Expenses
(b) Schedule as to offering price ) *
(c) Variation in offering price ) Public Offering Price
to certain persons ) Accrued Interest
) Evaluation of Securities at the Date
) Of Deposit
)
45. Suspension of redemption rights ) *
46. (a)Redemption valuation ) Unit Value And Evaluation
) Redemption Without Charge
) Purchase of Units by the Sponsor
)
(b) Schedule as to redemption ) *
price )
47. Maintenance of position in ) Public Offering Price
underlying securities ) Purchase of Units by the Sponsor
)
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation of )
Trustee ) Information About the Trustee
49. Fees and expenses of Trustee ) Essential 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.
-6-
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------------------------------------------------
PRELIMINARY PROSPECTUS DATED JULY 21, 1997
------------------------------------------------
NUVEEN UNIT TRUST--SERIES 5
- --------------------------------------------------------------------------------
10,000 UNITS (A UNIT INVESTMENT TRUST)
- --------------------------------------------------------------------------------
The attached final Prospectus for a prior Series is hereby used as a preliminary
Prospectus for the above-stated Series. The narrative information and structure
of the attached final Prospectus will be substantially the same as that of the
final Prospectus for this Series. Although the attached Prospectus includes
trusts as indicated therein, the specific trusts included in this Series when
deposited may differ from such trusts. Information with respect to the actual
trusts to be included, pricing, the number of Units, dates and summary
information regarding the characteristics of securities to be deposited in this
Series is not now available and will be different since each Series has a unique
Portfolio. Accordingly the information contained herein with regard to the
previous Series should be considered as being included for informational
purposes only. Ratings of the securities in this Series are expected to be
comparable to those of the securities deposited in the previous Series. However,
the Estimated Current Return for this Series will depend on the interest rates
and offering prices of the securities in this Series and may vary materially
from that of the previous Series.
A REGISTRATION STATEMENT RELATING TO THE UNITS OF THIS SERIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. SUCH UNITS
MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THE UNITS 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.
<PAGE>
<TABLE>
<S> <C>
NUVEEN Nuveen-Standard&Poor's
Unit Trusts Quality Equity
Portfolio,
Series 1, May 1997
CUSIP 6706E1 108-DIVIDENDS IN CASH
CUSIP 6706E1 116-DIVIDENDS REINVESTED
PROSPECTUS PART A DATED MAY 29, 1997, AS AMENDED JULY 8, 1997
</TABLE>
A NUVEEN UNIT TRUST WITH A PORTFOLIO OF COMMON STOCKS OF 15 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.
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 screening model developed with
the assistance and expertise of Standard & Poor's that seeks to select a
portfolio of common stocks of companies with the potential for above average
capital appreciation with a moderated level of risk as compared to the S&P 500.
THIS PART A PROSPECTUS MAY NOT BE DISTRIBUTED UNLESS ACCOMPANIED BY THE
NUVEEN-STANDARD & POOR'S QUALITY EQUITY PORTFOLIO PROSPECTUS -- PART B WHICH IS
DATED MAY 29, 1997, AS AMENDED JULY 8, 1997.
UNITS OF THE TRUST ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK AND ARE NOT FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE FDIC OR
ANY OTHER FEDERAL AGENCY AND INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<S> <C>
Contents
1 OVERVIEW 6 INVESTING IN THE TRUST
2 TRUST SUMMARY AND FINANCIAL HIGHLIGHTS 6 Sales Charges
2 Essential Information 7 Dealer Concessions
2 Expense Information 7 GENERAL INFORMATION
4 TRUST STRATEGIES 7 Optional Features
4 Investment Objective 7 Secondary Market for Units
4 How the Trust Selects Investments 8 Termination
5 RISK FACTORS 8 Standard & Poor's
5 SECURITIES SELECTED FOR THE TRUST 8 The Sponsor
6 DISTRIBUTIONS 9 SCHEDULE OF INVESTMENTS
6 Income and Capital Distributions 10 STATEMENT OF CONDITION
11 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
</TABLE>
"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.
5/97
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Nuveen-Standard&Poor's
Quality Equity Portfolio, Series 1, May 1997
TRUST SUMMARY AND FINANCIAL HIGHLIGHTS as of May 29, 1997
- --------------------------------------------------------------------------------
ESSENTIAL INFORMATION
Initial Date of Deposit: May 29, 1997
Rollover Notification Date: June 15, 1998
Special Redemption and Liquidation Period:
June 30, 1998 -- July 15, 1998
Initial Number of Units(1): 303,382
Fractional Undivided Interest per Unit: 1/303,382
- --------------------------------------------------------------------------------
PUBLIC OFFERING PRICE (2)
Aggregate Offering Price of Securities: $3,003,489
Aggregate Offering Price of Securities per Unit: $9.90
Plus Maximum Initial Sales Charge per Unit: $0.10
Public Offering Price per Unit: $10.00
- ----------------------------------------------
MANDATORY TERMINATION DATE
July 15, 1998
INDUSTRY DIVERSIFICATION
Basic Industries 6.69%
Banks 20.02%
Capital Equipment 6.70%
Consumer Services 6.68%
Consumer Staples 20.00%
Financial 13.33%
Health Care 13.37%
Utilities 13.21%
- --------------------------------------------------------------------------------
EXPENSE INFORMATION
SALES CHARGES (MAXIMUM TOTAL 2.75%) (3)
<TABLE>
<S> <C>
Initial sales charge imposed on
purchases (as a % of Initial Public
Offering Price):.................... 1.00%
Amount per $1,000 invested............ $ 10.00
Deferred sales charge (as a % of
Initial Public Offering Price):..... 1.75%
Amount per $1,000 invested:........... $ 17.50
Maximum sales charge on reinvested
dividends:.......................... 1.75%
</TABLE>
- ----------------------------------------------
ESTIMATED ANNUAL OPERATING EXPENSES
(PER UNIT) (4)
- ----------------------------------------------
Trustee's Fee: $.00950
Organizational and
Offering Expenses: $.03775
Total Annual Expenses: $.04900
<PAGE>
- --------------------------------------------------------------------------------
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
Capital Account, 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. 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 may 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 Trust (and therefore Unitholders) will bear all or a portion of its
organizational and offering 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.
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3
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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 approximately 13 months,
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 15 companies that
have strong historical earnings and dividends, credit quality and have recently
reduced their outstanding shares of common stock by at least 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. In
order to create additional Units, the Sponsor expects to deposit additional
Securities in the Trust or cash (including a letter of credit) with instructions
to purchase additional Securities after the Initial Date of Deposit. Such
deposit of Securities will be done in a manner that will allow the original
proportionate relationship among the Securities to be maintained as closely as
practicable.
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 S&P 500 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 at least 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.
HOW THE TRUST SELECTS INVESTMENTS
The Securities included in the Trust's portfolio were selected by Nuveen using
the following four-step screening model (the "Quality Screening Model")
developed by Nuveen with the assistance and expertise of Standard & Poor's. For
the Trust, the screening model was applied on May 23, 1997. 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 which have
reduced the number of common shares outstanding (as adjusted) by at least 1%
over the last year (as of a company's most recent fiscal quarter for which
information is available) were selected for the Trust. The number of common
shares outstanding for a given company is adjusted in response to stock splits,
stock dividends and other corporate actions to minimize potential distortions.
See "Summary of Portfolios" and "Portfolio" in Part B of this Prospectus. A
description of the Securities included in the Trust is set forth below under
"Securities Selected for the Trust" and "Schedule of Investments."
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4
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Risk Factors
An investment in Units of the Trust should be made with an understanding of the
risks that 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 are 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
objective.
See "Risk Factors" in Part B of this Prospectus for an additional discussion of
potential risks.
Securities Selected for
the Trust
ABBOTT LABORATORIES (ABT)
Quality Ranking: A+
Debt Rating: AAA
Abbott Laboratories discovers, develops, manufactures and markets a diversified
line of human health care products and services. Abbott also produces hospital
and laboratory products, including intravenous fluids.
AMERICAN INTERNATIONAL GROUP, INC. (AIG)
Quality Ranking: A+
Debt Rating: AAA
American International Group, Inc., through its member companies, underwrites
commercial and industrial insurance throughout the United States and abroad.
CITIZENS UTILITIES COMPANY; CLASS A SHARES (CZN/A)
Quality Ranking: A+
Debt Rating: AA+
Citizen's Utilities Company is a diversified public utility providing
telecommunications, electric, gas, water and wastewater services to customers in
small communities, suburban and rural areas in 22 states.
GENERAL ELECTRIC COMPANY (GE)
Quality Ranking: A+
Debt Rating: AAA
General Electric is a diversified manufacturing, technology and services
company. The conglomerate is among the world's 10 largest industrial firms.
GREAT LAKES CHEMICAL CORPORATION (GLK)
Quality Ranking: A+
Debt Rating: AA-
Great Lakes Chemical Corporation is a specialty chemical manufacturer. The
Company sells its products in the United States, Europe and Japan.
HERSHEY FOODS CORPORATION (HSY)
Quality Ranking: A
Debt Rating: AA-
Hershey Foods Corporation manufactures, distributes and sells consumer food
products. The Company produces and distributes a line of chocolate and
non-chocolate confectionery, grocery and pasta products.
KELLOGG COMPANY (K)
Quality Ranking: A
Debt Rating: AA
Kellogg Company manufactures cereal products and convenience foods. In addition,
Kellogg manufactures dessert mixes, soup bases, gelatin desserts and yogurt
products.
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5
<PAGE>
MERCK & CO., INC. (MRK)
Quality Ranking: A+
Debt Rating: AAA
Merck & Co. manufactures and produces a wide range of human and animal health
products and services.
NORTHERN TRUST CORPORATION (NTRS)
Quality Ranking: A
Debt Rating: AA-
Northern Trust is a Midwestern bank that attracts deposits and offers commercial
and residential real estate, consumer and leasing loans.
PITNEY BOWES, INC. (PBI)
Quality Ranking: A+
Debt Rating: AA
Pitney Bowes manufactures postage meters, related mailing equipment, dictation
systems, bar code product identification systems, fax machines and retail
labeling equipment.
SBC COMMUNICATIONS (SBC)
Quality Ranking: A
Debt Rating: AA-
SBC Communications, Inc. is a global telecommunications company providing local
and long-distance telephone, wireless, paging, internet access, cable TV and
messaging services.
STATE STREET CORPORATION (STT)
Quality Ranking: A+
Debt Rating: AA-
State Street Corporation is a servicer of institutional investors and manager of
financial assets worldwide.
STUDENT LOAN MARKETING ASSOCATION (SLM)
Quality Ranking: A
Debt Rating: AAA
Student Loan Marketing Association, "Sallie Mae", is a financial intermediary
serving the education credit market. The Company purchases and services student
loans made under federally sponsored student loan programs and provides other
financial and operational services to originators of such loans.
SYSCO CORPORATION (SYY)
Quality Ranking: A+
Debt Rating: AA-
SYSCO Corporation, the nations' largest food service distributor, provides
approximately 225,000 restaurants, hotels, schools, hospitals and other
institutions located throughout North America with over 185,000 different
products.
WACHOVIA CORPORATION (WB)
Quality Ranking: A
Debt Rating: AA
Wachovia Corporation, through its subsidiary banks, attracts deposits and offers
retail and corporate banking services including trust services.
Distributions
INCOME AND CAPITAL DISTRIBUTIONS
Cash dividends received by the Trust will be paid on December 31, 1997 to
Unitholders of record on December 15, 1997 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.
Investing in the Trust
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 August 29, 1997, and on the last business day of each month
thereafter, through May 29, 1998 a deferred sales charge of $.0175 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 5,000 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 (including deferred sales charge) are as follows:
- ----------------------------------------------
SALES CHARGES
<TABLE>
<CAPTION>
TOTAL PERCENT** OF
SALES NET AMOUNT
NUMBER OF UNITS* CHARGE INVESTED
- -------------------------------------- --------- -------------
<S> <C> <C>
Less than 5,000....................... 2.75% 2.778%
5,000 to 9,999........................ 2.50% 2.525%
10,000 to 24,999...................... 2.25% 2.273%
25,000 to 49,999...................... 2.00% 2.020%
50,000 to 99,999...................... 1.75% 1.768%
100,000 or more....................... 1.00% 1.010%
Wrap Accounts......................... 0.65% 0.066%
Rollover (per Unit)................... $0.175 1.768%
</TABLE>
------
6
<PAGE>
*Breakpoint sales charges are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis which
is more favorable to the purchaser.
**Percent of Net Amount Invested is based on the price as of the Initial Date of
Deposit. To the extent Units are priced differently, the Percent of Net Amount
Invested will be affected.
DEALER CONCESSIONS
The Sponsor plans to allow a discount to dealer firms in connection with the
distribution of Units. The discounts, based on number of Units sold, are as
follows:
- ----------------------------------------------
DEALER CONCESSIONS
<TABLE>
<CAPTION>
% DISCOUNT PER
NUMBER OF UNITS* UNIT
- ---------------------------------------------- ---------------
<S> <C>
Less than 5,000............................... 2.10%
5,000 to 9,999................................ 1.90
10,000 to 24,999.............................. 1.65
25,000 to 49,999.............................. 1.40
50,000 to 99,999.............................. 1.15
100,000 or more............................... 0.50
Rollover...................................... 1.10
Wrap Accounts................................. 0.00
</TABLE>
General Information
OPTIONAL FEATURES
REDEMPTIONS
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).
Rollover Unitholders will not be permitted to apply New Trust purchases to
satisfy the LOI amount. The minimum LOI investment is $50,000. See "Public
Offering Price" in Part B of this Prospectus.
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 June 15, 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 adviser.
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 plus a sales charge. 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 "Other Information -- Termination of
Indenture" in Part B of this Prospectus.
------
7
<PAGE>
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 1.3 million
investors have trusted 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 800-257-8787 for additional information.
------
8
<PAGE>
- --------------------------------------------------------------------------------
NUVEEN-STANDARD&POOR'S QUALITY EQUITY PORTFOLIO, SERIES 1, MAY 1997
(Nuveen Unit Trust, Series 4)
Schedule of Investments at the Initial Date of Deposit, May 29, 1997
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE
NUMBER OF NAME OF ISSUER OF SECURITIES QUALITY RANK- OFFERING
SHARES (TICKER SYMBOL)(1) ING DEBT RATING PRICE
<C> <C> <S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
3,173 Abbott Laboratories (ABT) A+ AAA 6.67%
1,505 American International Group, Inc. (AIG) A+ AAA 6.68
21,575 Citizens Utilities Company; Class A Shares (CZN/A) A+ AA+ 6.55
3,291 General Electric Company (GE) A+ AAA 6.68
4,111 Great Lakes Chemical Corporation (GLK) A+ AA- 6.69
3,594 Hershey Foods Corporation (HSY) A AA- 6.70
2,748 Kellogg Company (K) A AA 6.67
2,191 Merck & Co., Inc. (MRK) A+ AAA 6.70
4,220 Northern Trust Corporation (NTRS) A AA- 6.66
2,816 Pitney Bowes, Inc. (PBI) A+ AA 6.70
3,447 SBC Communications (SBC) A AA- 6.66
4,430 State Street Corporation (STT) A+ AA- 6.66
1,657 Student Loan Marketing Assocation (SLM) A AAA 6.65
5,731 SYSCO Corporation (SYY) A+ AA- 6.63
3,339 Wachovia Corporation (WB) A AA 6.70
- ------------- ---
67,828 100%
- ------------- ---
- ------------- ---
<CAPTION>
MARKET COST OF
NUMBER OF VALUE PER SECURITIES TO
SHARES SHARE TRUST(2)
<C> <C> <C>
- -------------
3,173 $ 63.125 $ 200,296
1,505 133.375 200,729
21,575 9.125 196,872
3,291 61.000 200,751
4,111 48.875 200,925
3,594 56.000 201,264
2,748 72.875 200,261
2,191 91.875 201,298
4,220 47.375 199,923
2,816 71.500 201,344
3,447 58.000 199,926
4,430 45.125 199,904
1,657 120.500 199,669
5,731 34.750 199,152
3,339 60.250 201,175
- ------------- -------------
67,828 $ 3,003,489
- ------------- -------------
- ------------- -------------
</TABLE>
- -------------
(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 contracts to purchase the Securities
were entered into by the Sponsor on May 28, 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 on the business day preceding the
Initial Date of Deposit). The valuation of the Securities has been
determined by the Trustee. The aggregate underlying value of the Securities
on the Initial Date of Deposit was $3,003,489. Cost and gain to Sponsor
relating to the Securities sold to the Trust were $2,999,743 and $3,746,
respectively.
------
9
<PAGE>
- --------------------------------------------------------------------------------
NUVEEN-STANDARD&POOR'S QUALITY EQUITY PORTFOLIO, SERIES 1, MAY 1997
(Nuveen Unit Trust, Series 4)
Statement of Condition at the Initial Date of Deposit, May 29, 1997
<TABLE>
<S> <C>
TRUST PROPERTY
Investment in Equity Securities represented by purchase contracts (1)(2)....... 3,003,489
Organizational and offering costs(3)........................................... 75,500
----------
Total............................................................. 3,078,989
----------
----------
LIABILITIES AND INTEREST OF UNITHOLDERS
LIABILITIES:
Deferred sales charge(4)................................................... 53,092
Accrued organizational and offering costs(3)............................... 75,500
----------
Total............................................................. 128,592
----------
----------
INTEREST OF UNITHOLDERS:
Units of fractional undivided interest outstanding (303,382)
Cost to investors(5)....................................................... 3,032,993
Less: Gross underwriting commission(6)................................. 82,596
----------
Net amount applicable to investors......................................... 2,950,397
----------
Total............................................................. 3,078,989
----------
----------
</TABLE>
- ------------
(1) Aggregate cost of Securities listed under "SCHEDULE OF INVESTMENTS" is
based on their aggregate underlying value.
(2) An irrevocable letter of credit totaling $3,003,489 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 and offering costs which will be deferred and
amortized over the first 12 months of the Trust. The estimated
organizational and offering costs are based upon an estimate that two
million Units of the Trust will 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 ($0.175 per
Unit), payable to the Sponsor in ten equal monthly installments beginning on
August 29, 1997, and on the last business day of each month thereafter
through May 29, 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 2.75% 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 5,000 Units or more, the sales charge is reduced. (See "PUBLIC
OFFERING PRICE" in Part B of this Prospectus.)
------
10
<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, May 1997), as of May 29, 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, May 1997) as of May 29, 1997, in conformity
with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
May 29, 1997.
------
11
<PAGE>
NUVEEN UNIT TRUSTS
NUVEEN -- STANDARD & POOR'S QUALITY EQUITY PORTFOLIO PROSPECTUS --
PART B
(GENERAL TERMS)
MAY 29, 1997, AS AMENDED JULY 8, 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 $3,000 OR 30 UNITS
($1,000 FOR IRA PURCHASES), 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 OBJECTIVE of the Trust is to provide the potential for 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 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
<PAGE>
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."
"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.
2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
NUVEEN UNIT TRUSTS.................................................................... 4
OBJECTIVE OF THE TRUSTS............................................................... 5
SUMMARY OF PORTFOLIOS................................................................. 5
COMPOSITION OF TRUSTS................................................................. 5
PORTFOLIO............................................................................. 6
RISK FACTORS.......................................................................... 8
PUBLIC OFFERING PRICE................................................................. 9
MARKET FOR UNITS...................................................................... 11
EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT............................... 12
TAX STATUS............................................................................ 12
RETIREMENT PLANS...................................................................... 16
TRUST OPERATING EXPENSES.............................................................. 16
DISTRIBUTIONS TO UNITHOLDERS.......................................................... 17
ACCUMULATION PLAN..................................................................... 18
REPORTS TO UNITHOLDERS................................................................ 18
UNIT VALUE AND EVALUATION............................................................. 19
DISTRIBUTIONS OF UNITS TO THE PUBLIC.................................................. 19
OWNERSHIP AND TRANSFER OF UNITS....................................................... 20
REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATES................................. 21
REDEMPTION............................................................................ 21
SPECIAL REDEMPTION, LIQUIDATION AND INVESTMENT IN A NEW TRUST......................... 23
PURCHASE OF UNITS BY THE SPONSOR...................................................... 25
REMOVAL OF SECURITIES FROM THE TRUSTS................................................. 25
INFORMATION ABOUT THE TRUSTEE......................................................... 25
LIMITATIONS ON LIABILITIES OF SPONSOR AND TRUSTEE..................................... 26
SUCCESSOR TRUSTEES AND SPONSORS....................................................... 26
INFORMATION ABOUT THE SPONSOR......................................................... 26
OTHER INFORMATION..................................................................... 27
LEGAL OPINION......................................................................... 28
AUDITORS.............................................................................. 28
SUPPLEMENTAL INFORMATION.............................................................. 28
</TABLE>
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 Securities deposited in such Trust in the ratio set forth in "ESSENTIAL
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 a 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
amounts which will maintain, within reasonable parameters, the same original
proportionate relationship among 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 proportionate amount of each Security.
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.
4
<PAGE>
OBJECTIVE OF THE TRUSTS
The objective of the Trust is to provide the potential for 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 Trust's objective 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 last year (as of the company's
most recent fiscal quarter for which information is available) 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 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 with equivalent
growth potential at a comparable price.
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.
5
<PAGE>
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 the potential for 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 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 which have reduced the number
of common shares outstanding (as adjusted) by at least 1% over the last year (as
of the Company's most recent fiscal quarter for which information is available).
The number of common shares outstanding for a given company is adjusted in
response to stock splits, stock dividends and other corporate actions to
minimize potential distortions. 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 a
Trust) in each of the 15 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
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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.
COMPARISON OF TOTAL RETURN(2)
<TABLE>
<CAPTION>
HYPOTHETICAL QUALITY
SCREENING MODEL TOTAL S&P 500 DJIA
YEAR RETURNS(1) TOTAL RETURNS TOTAL RETURNS
- ------------------------------------------ --------------------- ------------- -------------
<S> <C> <C> <C>
1982...................................... 23.24% 21.44% 25.84%
1983...................................... 38.52% 22.38% 25.68%
1984...................................... 20.15% 6.10% 1.07%
1985...................................... 34.42% 31.57% 32.83%
1986...................................... 31.82% 18.56% 26.96%
1987...................................... 11.60% 5.10% 6.00%
1988...................................... 26.91% 16.61% 15.97%
1989...................................... 31.40% 31.69% 31.74%
1990...................................... 4.12% -3.10% -0.61%
1991...................................... 29.66% 30.47% 23.99%
1992...................................... 14.22% 7.62% 7.37%
1993...................................... 0.14% 10.08% 16.74%
1994...................................... 8.93% 1.32% 4.94%
1995...................................... 35.56% 37.58% 36.47%
1996...................................... 19.10% 22.96% 28.80%
1997 (through 3/31)....................... 2.53% 2.68% 2.63%
</TABLE>
- ------------------------
(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.
The Quality Screening Model may include commonstocks included in the S&P 500
and/or the DJIA.
(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 reinvestment of dividends for
the Quality Screening Model or the DJIA. The Total Return for the S&P 500
assumes dividends are reinvested as they are received. 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 15 years
listed above, the Quality Screening Model common stocks achieved an average
total return of 21.41% while the S&P 500 and the DJIA achieved an average
annual total return of 16.74% and 18.30%, 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.
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SUPPOSE YOU HAD INVESTED $10,000 ON JANUARY 1, 1982?
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, 1982 through March 31, 1997. 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 $188,330, $127,656 and $104,643, respectively, as of March 31,
1997.
[LOGO]
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, 1982 through March
31, 1997 and should not be considered indicative of future results. Further,
these results are hypothetical. The chart assumes that all dividends are
reinvested and does not reflect sales charges, commission, expenses or taxes.
The returns for the Quality Screening Model reflect the adjustment of the
Quality Screening Model at the beginning of each year in accordance with the
Quality Screening Model and they do not indicate the actual performance of any
investment product. 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 of common stocks
have rights to receive payments from the issuers of those common
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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 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 "INVESTING IN THE TRUST -- SALES CHARGES"
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in Part A of this Prospectus, a deferred sales charge of $0.0175 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 Capital Account, 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 2.75% of the Public Offering Price
(equivalent to 2.778% of the net amount invested, exclusive of the deferred
sales charge). 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 (excluding purchases which
are subject only to a deferred sales charge) as expressed in the letter of
intent. For purposes of letter of intent calculations units of equity products
are valued at $10 per unit. 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 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
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<PAGE>
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 total value of the Securities deposited in the Trust during the primary
offering period 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 the table provided 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
individuals and their spouses, parents, children, grandchildren, grandparents,
parents-in-law, sons- and daughters-in-law, siblings, a sibling's spouse and a
spouse's siblings ("immediate family members") will be aggregated to determine
the applicable sales charge. The graduated sales charges are also applicable to
a trustee or other fiduciary purchasing securities for a single trust estate or
single fiduciary account. Units may be purchased at the Public Offering Price
without a sales charge by officers or directors and by bona fide, full-time
employees of Nuveen, Nuveen Advisory Corp., Nuveen Institutional Advisory Corp.,
The John Nuveen Company and The McGraw-Hill Companies, Inc., including in each
case these individuals and their immediate family members (as defined above).
Unitholders of other unit investment trusts having a similar strategy as the
Trust may utilize their termination proceeds to purchase Units of the Trust,
subject only to the deferred sales charge set forth in Part A of this
Prospectus. The dealer concession will be that applicable to rollovers.
Units may be purchased with sales charges of 0.65% 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"). 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
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<PAGE>
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 based upon 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 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.
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
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<PAGE>
determining the Federal, state, local and any other tax consequences of the
purchase, ownership and disposition of Units in a Trust. For purposes of the
following discussions and opinions, it is assumed that each Security is equity
for Federal income tax purposes.
In the opinion of Chapman and Cutler, special counsel for the Sponsor, under
existing law:
1. The Trust is not an association taxable as a corporation for Federal
income tax purposes; each Unitholder will be treated as the owner of a pro
rata portion of the assets of the Trust under the Code; and the income of
the Trust will be treated as income of the Unitholders thereof under the
Code. Each Unitholder will be considered to have received all of the
dividends paid on his pro rata portion of each Security when such dividends
are received by the 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 the Trust are actually
received by the Unitholder or are automatically reinvested.
2. Each Unitholder will have a taxable event when the Trust disposes of
a Security (whether by sale, taxable exchange, liquidation, redemption, or
otherwise) or upon the sale or redemption of Units by such Unitholder
(except to the extent an in-kind distribution of stocks is received by such
Unitholder as described below). 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 the Trust (in proportion to the fair
market values thereof on the validation date closest to 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 the Trust. It
should be noted that certain legislative proposals have been made which
could affect the calculation of basis for Unitholders holding securities
that are substantially identical to the Securities. Unitholder should
consult their own tax advisors with regard to the calculation of basis. 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 the Trust is taxable as ordinary income to the extent of
such corporation's current and accumulated "earnings and profits." A
Unitholder's pro rata portion of dividends paid on such Security which
exceeds such current and accumulated earnings and profits will first reduce
a Unitholder's tax basis in such Security, and to the extent that such
dividends exceed a Unitholder's tax basis in such Security shall generally
be treated as capital gain. In general, 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, in general, 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 the 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. Unitholders should consult their tax advisors
regarding the recognition of such capital gains and losses for Federal
income tax purposes. 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 the Trust (the "NEW
TRUST"), (the Sponsor intends to create a separate New Trust in conjunction
with the termination of the Trust) 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
the New Trust in the manner described
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above, if such substantially identical securities were 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.
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
would 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 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 the Trust (to the extent
such dividends are taxable as ordinary income, as discussed above and are
attributable to domestic corporations) 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.
LIMITATIONS ON DEDUCTIBILITY OF TRUST EXPENSES BY UNITHOLDERS. Each
Unitholder's pro rata share of each expense paid by the Trust is deductible by
the Unitholder to the same extent as 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 the 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 (which is defined as net long-term capital gain
over net short-term capital loss for a taxable year) 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.
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"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
including his or her pro rata portion of all the Securities represented by the
Unit. Legislative proposals have been made that would treat certain transactions
designed to reduce or eliminate risk of loss and opportunities for gain as
constructive sales for purposes of recognition of gain (but not loss).
Unitholders should consult their own tax advisors with regard to any such
constructive sales rules.
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 the 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 will result in a Unitholder receiving an undivided
interest in whole shares of stock plus, possibly, cash.
The potential tax consequences that may occur under an In-Kind Distribution
will depend on whether or not a Unitholder receives cash in addition to
Securities. A "Security" for this purpose is a particular class of stock issued
by a particular 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 the Trust. However, if a Unitholder also receives cash
in exchange for a fractional share of a Security held by the Trust, such
Unitholder will generally recognize gain or loss based upon the difference
between the amount of cash received by the Unitholder and his or her tax basis
in such fractional share of a Security held by the Trust.
Because the Trust will own many Securities, a Unitholder who requests an
In-Kind Distribution will have to analyze the tax consequences with respect to
each Security owned by the Trust. The amount of taxable gain (or loss)
recognized upon such exchange will generally equal the sum of the gain (or loss)
recognized under the rules described above by such Unitholder with respect to
each Security owned by the Trust. Unitholders who request an In-Kind
Distribution are advised to consult their tax advisers in this regard.
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 the 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 the New Trust in the
manner described above, if such substantially identical securities were acquired
within a period beginning 30
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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 valuation date nearest 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 a Security held by the Trust will be reduced to the extent dividends paid
with respect to such Security are received by the Trust which are not taxable as
ordinary income 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 to back-up
withholding. If the proper taxpayer identification number and appropriate
certification are not provided when requested, distributions by the Trust to
such Unitholder (including amounts received upon the redemption of Units) will
be subject to back-up withholding. Distributions by the Trust (other than those
that are not treated as United States source income, if any) will generally be
subject to United States income taxation and withholding in the case of Units
held by non-resident alien individuals, foreign corporations or other non-United
States persons. Such persons should consult their tax advisers.
At the termination of the Trust, the Trustee will furnish to each Unitholder
a statement containing information relating to the dividends received by the
Trust on the Securities, the gross proceeds received by the Trust from the
disposition of any Security (resulting from redemption or the sale of any
Security) and the fees and expenses paid by the Trust. The Trustee will also
furnish annual information returns to Unitholders and the Internal Revenue
Service.
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 "RETIREMENT PLANS."
The foregoing discussion relates only to the tax treatment of U.S.
Unitholders ("U.S. Unitholder") with regard to federal and certain aspects of
New York State and City income taxes. Unitholders may be subject to taxation in
New York or in other jurisdictions and should consult their own tax advisers in
this regard. As used herein, the term "U.S. Unitholder" means an owner of a Unit
in the Trust that (a) is (i) for United States federal income tax purposes a
citizen or resident of the United States, (ii) a corporation, partnership or
other entity created or organized in or under the laws of the United States or
of any political subdivision thereof, or (iii) an estate or trust the income of
which is subject to United States federal income taxation regardless of its
source or (b) does not qualify as a U.S. Unitholder in paragraph (a) but whose
income from a Unit is effectively connected with such Unitholder's conduct of a
United States trade or business. The term also includes certain former citizens
of the United States whose income and gain on the units will be taxable.
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.
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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. Estimated
annual Trust expenses are as set forth in Part A of this Prospectus; if actual
expenses are higher than the estimate, the excess will be borne by the Trust.
The estimated expenses do not include the brokerage commissions payable by the
Trust in purchasing and selling Securities. Standard & Poor's receives an annual
fee from the Trust to cover licenses for the use of trademarks and trade names,
as well as for the license to the Sponsor for the use of databases used in
connection with the selection of stocks for the Trust.
The Trustee receives for ordinary recurring services an annual fee for each
Trust as set forth in "EXPENSE INFORMATION" appearing in Part A of this
Prospectus. The Trustee's fee may be periodically adjusted in response to
fluctuations in short-term interest rates (reflecting the cost to the Trustee of
advancing funds to a Trust to meet scheduled distributions) and may be further
adjusted in accordance with the cumulative percentage increase of the United
States Department of Labor's Consumer Price Index entitled "All Services Less
Rent of Shelter" since the establishment of the Trusts. The Trustee has the use
of funds, if any, being held in the 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, legal fees, the initial fees and expenses of the Trustee and any
other non-material out-of-pocket expenses, will be amortized and paid by the
Trust over the first 12 months of the Trust. 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.
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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."
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 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
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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.
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. Such notice will be effective as of the next Record Date occurring at
least 10 days after the Trustee's receipt of the notice. 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. 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 Sponsor.
UNIT VALUE AND EVALUATION
The value of the Trust is determined by the Trustee 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 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
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accrued expenses of the Trust, including, but not limited to, fees and expenses
of the Trustee (including legal fees) and supervisory fees, if any; (4) cash
held for distribution to Unitholders of record of the Trust or for redemption of
tendered Units 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 Trustee 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 $3,000 or 300 Units ($1,000 for IRA
accounts), 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 distribution of Units. The amounts of such discounts are set forth in
Part A of this Prospectus.
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.
At the discretion of the Sponsor, volume incentives can be earned as a
marketing allowance by dealer firms who reach cumulative firm sales or sales
arrangement levels of a specified number of Units of an individual Trust during
the primary offering period as set forth in the table below. For firms that meet
the necessary volume level for a Trust, volume incentives may be given on all
trades involving that Trust originated from or by that firm during the primary
offering period.
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Primary Market Volume Incentives
<TABLE>
<CAPTION>
PER TRUST SALES LEVEL DURING VOLUME INCENTIVE
THE PRIMARY OFFERING PERIOD PER UNIT
- --------------------------------------------- -----------------
<S> <C>
500,000 but less than 1,000,000 Units $ 0.005
1,000,000 but less than 2,000,000 Units $ 0.010
2,000,000 Units or more $ 0.020
</TABLE>
Only sales through the Sponsor qualify for volume incentives and for meeting
minimum requirements. The Sponsor reserves the right to modify or change the
volume incentive schedule at any time and make the determination as to which
firms qualify for the marketing allowance and the amount paid.
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 registered Certificates unless the
Unitholder expressly requests that ownership be evidenced by a book entry
position recorded on the books and records of the Trustee. 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 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.
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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 "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
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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. 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 below.
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.
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 Trustee 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;
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(3) an amount representing estimated accrued expenses of such Trust, including
but not limited to fees and expenses of the Trustee (including legal fees), and
supervisory fees, if any; (4) cash held for distribution to Unitholders of
record of such Trust or for redemption of tendered Units 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 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 "ESSENTIAL 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 (currently the Trustee) on behalf of the
Rollover Unitholders. During the Special Redemption and Liquidation Period (as
set forth in "ESSENTIAL 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.
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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 offering price, including the applicable maximum sales
charge per Unit (which for Rollover Unitholders is currently expected to be
$0.175 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 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
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 it 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 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
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<PAGE>
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.
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
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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 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
Since our founding in 1898, Nuveen has been synonymous with investments that
withstand the test of time. Today, we offer a broad range of investments
designed for mature investors whose portfolio is the principal source of their
ongoing financial security. More than 1.3 million investors have entrusted
Nuveen to help them maintain the lifestyle they currently enjoy.
A value investing approach--purchasing securities of strong companies and
communities that represent good long-term value--is the cornerstone of Nuveen's
investment philosophy. It is a careful, long-term strategy that offers the
potential for attractive returns with moderated risk. Successful value investing
begins with in-depth research and a discerning eye for marketplace opportunity.
Nuveen's
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team of investment professionals is backed by the discipline, resources and
expertise of almost a century of investment experience, including one of the
most recognized research departments in the industry.
To meet the unique circumstances and financial planning needs of mature
investors, Nuveen offers a wide array of taxable and tax-free investment
products--including equity and fixed-income mutual funds, unit trusts,
exchange-traded funds, customized asset management services and cash management
products.
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). 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 Sponsor may produce
software or additional sales literature to promote the advantages of using the
Trusts to meet these and other specific investor needs.
OTHER INFORMATION
AMENDMENT OF INDENTURE
The Indenture may be amended by the Trustee and the Sponsor without the
consent of any of the Unitholders (1) to cure any ambiguity or to correct or
supplement any provision thereof which may be defective or inconsistent, or (2)
to make such other provisions as shall not adversely affect the Unitholders,
provided, however, that the Indenture may not be amended to permit the deposit
or acquisition of securities either in addition to, or in substitution for any
of the Securities initially deposited in any Trust except as stated in
"COMPOSITION OF TRUSTS" regarding the creation of additional Units and the
limited right of substitution of Replacement Securities and except for the
substitution of refunding securities under certain circumstances. The Trustee
shall advise the Unitholders of any amendment requiring the consent of
Unitholders, or upon request of the Sponsor, 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 total value of the Securities deposited in
the Trust during the primary offering period 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. (See
"ESSENTIAL 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 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
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shall it continue beyond the Mandatory Termination Date set forth under
"ESSENTIAL 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. 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 indemnities provided by the Indenture, 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. 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
MAY 29, 1997, AS AMENDED JULY 8, 1997
<TABLE>
<C> <S>
Sponsor John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, IL 60606-1286
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
</TABLE>
Except as to statements made herein furnished by the Trustee, the Trustee
has assumed no responsibility for the accuracy, adequacy and completeness of the
information contained in this Prospectus.
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.
<PAGE>
NUVEEN UNIT TRUSTS
NUVEEN--STANDARD & POOR'S QUALITY EQUITY PORTFOLIO TRUST PROSPECTUS
MAY 29, 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 May 29, 1997. Capitalized terms have
been defined in the Prospectus.
TABLE OF CONTENTS
<TABLE>
<S> <C>
ACCUMULATION PLAN...................................................................... 2
INFORMATION ABOUT THE SPONSOR.......................................................... 4
</TABLE>
APPENDIX A-- STANDARD & POOR'S EARNINGS AND DIVIDEND RANKINGS FOR COMMON STOCKS
APPENDIX B--STANDARD & POOR'S CORPORATE RATINGS CRITERIA
S-1
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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 capital
distributions or capital 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
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
S-2
<PAGE>
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
Nuveen Balanced Stock and Bond Fund
Nuveen Balanced Municipal and Stock Fund
MONEY MARKET FUNDS
Nuveen California Tax-Free Money Market Fund
Nuveen Massachusetts Tax-Free Money Market Fund
Nuveen New York Tax-Free Money Market Fund
Nuveen Tax-Free Reserves, Inc.
Nuveen Tax-Exempt Money Market Fund, Inc.
Each person who purchases Units of a Trust may become a participant in the
Accumulation Plan and elect to have his or her distributions on Units of the
Trust invested directly in shares of one of the Accumulation Funds. Reinvesting
Unitholders may select any interest distribution plan. Thereafter, each
distribution of interest income or principal on the participant's Units
(principal only in the case of a Unitholder who has chosen to reinvest only
principal distributions) will, on the applicable distribution date, or the next
day on 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 dividend distributions or as a result of reinvestment of
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Accumulation Fund dividends. Any distribution of capital 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 capital only reinvestment to reinvestment of both
capital and dividends 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
Since our founding in 1998, Nuveen has been synonymous with investments that
withstand the test of time. Today, we offer a broad range of investments
designed for mature investors whose portfolio is the principal source of their
ongoing financial security. More than 1.3 million investors have entrusted
Nuveen to help them maintain the lifestyle they currently enjoy.
A value investing approach -- purchasing securities of strong companies and
communities that represent good long-term value -- is the cornerstone of
Nuveen's investment philosophy. It is a careful, long-term strategy that offers
the potential for attractive returns with moderated risk. Successful value
investing begins with in-depth research and a discerning eye for marketplace
opportunity. Nuveen's team of investment professionals is backed by the
discipline, resources and expertise of almost a century of investment
experience, including one of the most recognized research departments in the
industry.
To meet the unique circumstances and financial planning needs of mature
investors, Nuveen offers a wide array of taxable and tax-free investment
products -- including equity and fixed-income mutual funds, unit trusts,
exchange-traded funds, customized asset management services and cash management
products.
The Sponsor is also principal underwriter of the registered open-end
investment companies set forth herein under "Accumulation Plan" as well as for
the Golden Rainbow A James Advised Mutual Fund, and acted as co-managing
underwriter of Nuveen Municipal Value Fund, Inc., Nuveen California Municipal
Value Fund, Inc., Nuveen New York Municipal Value Fund, Inc., Nuveen Municipal
Income Fund, Inc., Nuveen Premium Income Municipal Fund, Inc., Nuveen
Performance Plus Municipal Fund, Inc., Nuveen California Performance Plus
Municipal Fund, Inc., Nuveen New York Performance Plus Municipal Fund, Inc.,
Nuveen Municipal Advantage Fund, Inc., Nuveen Municipal Market Opportunity Fund,
Inc. Nuveen California Municipal Market Opportunity Fund, Inc., Nuveen
Investment Quality Municipal Fund, Inc., Nuveen California Investment Quality
Municipal Fund, Inc., Nuveen New York Investment Quality Municipal Fund, Inc.,
Nuveen Insured Quality Municipal Fund, Inc., Nuveen Florida Investment Quality
Municipal Fund, Nuveen Pennsylvania Investment Quality Municipal Fund, Nuveen
New Jersey Investment Quality Municipal Fund, Inc., and the Nuveen Select
Quality Municipal Fund, Inc., Nuveen California Select Quality Municipal Fund,
Inc., 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
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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. 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 office located in Chicago (333 West
Wacker Drive). Nuveen maintains 11 regional offices.
To help advisers and investors better understand and more efficiently use an
investment in the Trust to reach their investment goals, the Trust's sponsor,
John Nuveen & Co. Incorporated, may advertise and create specific investment
programs and systems. For example, such activities may include presenting
information on how to use an investment in the Trust, alone or in combination
with an investment in other mutual funds or unit investment trusts sponsored by
Nuveen, to accumulate assets for future education needs or periodic payments
such as insurance premiums. The Trust's sponsor may produce software or
additional sales literature to promote the advantages of using the Trust to meet
these and other specific investor needs.
The Sponsor offers a program of advertising support to registered
broker-dealer firms, banks and bank affiliates ("FIRMS") that sell Trust Units
or shares of Nuveen Open-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:
<TABLE>
<S> <C> <C> <C> <C> <C>
A+ Highest A- Above Average B- Lower
A High B+ Average C Lowest
B Below Average D In Reorganization
</TABLE>
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
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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.
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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.
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<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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Nuveen Unit Trust, Series 5, 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 July 21, 1997.
NUVEEN UNIT TRUST, SERIES 1
(Registrant)
BY JOHN NUVEEN & CO. INCORPORATED
(Depositor)
By Larry W. Martin
---------------------------------
Vice President
Attest Karen L. Healy
-----------------------------
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
SIGNATURE TITLE* DATE
Timothy R. Schwertfeger Chairman, Board of Directors )
Chief Executive Officer )
and Director )
Anthony T. Dean President, Chief Operating ) Larry W. Martin
Officer and Director ) ---------------
) Larry W. Martin
) Attorney-in-Fact**
John P. Amboian Chief Financial Officer and ) July 21, 1997
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).
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<PAGE>
CONSENT OF CHAPMAN AND CUTLER
The consent of Chapman and Cutler to the use of its name in the
Prospectus included in this Registration Statement will be contained in its
opinions to be filed as Exhibits 3.1 and 3.2 to the Registration Statement.
CONSENT OF STATE COUNSEL
The consents of special counsel to the Fund for state tax matters to the
use of their names in the Prospectus included in the Registration Statement
will be filed as Exhibit 3.3 with Amendment No. 1 to the Registration
Statement.
CONSENT OF STANDARD & POOR'S CORPORATION
The consent of Standard & Poor's Corporation to the use of its name in
the Prospectus included in this Registration Statement will be filed as
Exhibit 4.1 to the Registration Statement.
CONSENT OF KENNY S & P EVALUATION SERVICES
The consent of Kenny S & P Evaluation Services to the use of its name in
the Prospectus included in this Registration Statement will be filed as
Exhibit 4.2 to the Registration Statement.
CONSENT OF CARTER, LEDYARD & MILBURN
The consent of Carter, Ledyard & Milburn to the use of its name in the
Prospectus included in this Registration Statement will be filed as Exhibit
4.3 to the Registration Statement.
CONSENT OF ARTHUR ANDERSEN LLP
The consent of Arthur Andersen LLP to the use of its report and to the
reference to such firm in the Prospectus included in this Registration
Statement will be filed by amendment.
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<PAGE>
MEMORANDUM
Re: Nuveen Unit Trust, Series 5
----------------------------
The list of securities comprising each trust of the fund, the
evaluation, record and distribution dates and other changes pertaining
specifically to the new series, such as size and number of units of the
trusts in the fund and the statement of condition of the new fund will be
filed by amendment.
1940 ACT
FORMS N-8A AND N-8B-2
Form N-8A and Form N-8B-2 were filed in respect of Nuveen Unit Trust
Series 1 (File No. 811-08103).
1933 ACT
THE INDENTURE
The form of the proposed Trust Indenture and Agreement is expected to be
filed with the amendment to Nuveen Unit Trust, Series 1.
Chicago, Illinois
July 21, 1997
