<PAGE>
1940 Act File No. 811-08103
Securities and Exchange Commission
Washington, D.C. 20549
Amendment No. 1
To The Registration Statement
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 Trusts, Series 14
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 of securities being registered: Units of fractional undivided
beneficial interest.
F. 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 Trusts, Series 14
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)
<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. Organization and General Information
<C> <S> <C>
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 Trust ) Nuveen Unit Trusts
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
) Portfolio
) Distributions To Unitholders
) Redemption
) Removal of Securities From The
) Trusts
) Information About The Trustee
) Information About The Sponsor
) Other Information
) Tax Status
11. Type of securities comprising units ) Nuveen Unit Trusts
) Portfolio
) Summary Of Portfolios
) Composition Of Trusts
) Objectives Of The Trusts
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
12. Certain information regarding ) *
periodic payment certificates )
)
13. (a) Loan, fees, expenses, etc. ) Essential Information
) Public Offering Price
) Market For Units
) 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
) Evaluation of Securities at the
) Initial Date Of Deposit
)
)
)
)
)
(d) Certain other fees, etc. ) Evaluation of Securities at the
payable by holders ) Initial Date Of Deposit
) Normal Trust Operating Expenses
) Ownership and Transfer of Units
)
(e) Certain profits received by ) Composition Of Trusts
depositor, principal ) Purchase of Units by the Sponsor
underwriter, trustee or )
affiliated persons )
(f) Ratio of annual charges to ) *
income )
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 )
</TABLE>
2
<PAGE>
<TABLE>
<C> <S> <C>
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 of ) Information About the Trustee
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 ) *
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
</TABLE>
3
<PAGE>
<TABLE>
<C> <S> <C>
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 )
(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 )
</TABLE>
4
<PAGE>
<TABLE>
<C> <S> <C>
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 to ) Public Offering Price
certain persons ) Evaluation of Securities at the Date
) Of Deposit
)
)
)
45. Suspension of redemption rights ) *
46. (a) Redemption valuation ) Unit Value And Evaluation
) Redemption Without Charge
) Purchase of Units by the Sponsor
)
)
)
(b) Schedule as to redemption ) *
price )
)
47. Maintenance of position in ) Public Offering Price
underlying securities ) Purchase of Units by the Sponsor
)
)
V. Information Concerning the Trustee or Custodian
48. Organization and regulation of ) Information About the Trustee
Trustee )
49. Fees and expenses of Trustee ) Essential Information
) Trust Operating Expenses
)
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 )
</TABLE>
5
<PAGE>
<TABLE>
<C> <S> <C>
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 the
securities ) 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. )
</TABLE>
_______________________
*Inapplicable, omitted, answer negative or not required.
6
<PAGE>
Preliminary Prospectus Dated May 13, 1998
Nuveen Unit Trusts - Series 14
The attached Prospectus is hereby used as part of a preliminary Prospectus
for the above-stated Series. Information with respect to the actual trust
including pricing, the number of Units, dates and summary information regarding
the characteristics of securities to be deposited in this Series is not now
available. Accordingly, the information contained herein should be considered
as being included for informational purposes only.
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.
The attached Prospectus as well as the final prospectus from Nuveen Unit
Trusts, Series 11 (incorporated herein by reference (Registration No. 333-47899)
as filed on April 8, 1998) constitute a preliminary prospectus for Nuveen Unit
Trusts, Series 14.
<PAGE>
[NUVENE LOGO]
Unit Trusts Nuveen-The Dow 5/sm/
Portfolio, May 1998
CUSIP -DIVIDENDS IN CASH
CUSIP -DIVIDENDS REINVESTED
- -------------------------------------------------------------------------------
PROSPECTUS PART A DATED MAY , 1998
- -------------------------------------------------------------------------------
Overview
The Nuveen-The Dow 5 Portfo- spectus--Part B which is
lio, May 1998 (the "Trust") dated May , 1998. Part B of
is a unit investment trust this Prospectus is attached.
consisting of the common
stocks of the five companies Units of the Trust are not
with the lowest per share deposits or obligations of,
stock price of the ten compa- or guaranteed or endorsed by,
nies in the Dow Jones Indus- any bank and are not feder-
trial Average/sm/ (the "DJIA") ally insured or otherwise
that have the highest divi- protected by the FDIC or any
dend yields on the business other Federal agency and in-
day prior to the Date of De- volve investment risk, in-
posit. The Trust seeks to cluding the possible loss of
provide an above average to- principal.
tal return through a combina-
tion of capital appreciation THESE SECURITIES HAVE NOT
and dividend income. The BEEN APPROVED OR DISAPPROVED
Trust is scheduled to termi- BY THE SECURITIES AND EX-
nate in approximately 26 CHANGE COMMISSION NOR HAS THE
months. COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS
This Part A Prospectus may PROSPECTUS. ANY REPRESENTA-
not be distributed unless ac- TION TO THE CONTRARY IS A
companied by the Nuveen Eq- CRIMINAL OFFENSE.
uity Unit Trust Pro-
- -------------------------------------------------------------------------
Contents
1 OVERVIEW 6 INVESTING IN THE TRUST
2 TRUST SUMMARY AND FINANCIAL 6 Sales Charge
HIGHLIGHTS
3 Essential Information 7 Dealer Concessions
4 TRUST STRATEGIES 7 HYPOTHETICAL PERFORMANCE INFORMATION
4 Investment Objective 8 GENERAL INFORMATION
4 How the Trust Selects 8 Optional Features
Investments
9 Secondary Market for Units
4 The Dow Jones Industrial
Average/sm/ 9 Termination
5 RISK FACTORS 9 The Sponsor
5 SECURITIES SELECTED FOR 10 SCHEDULE OF INVESTMENTS
THE TRUST
11 STATEMENT OF CONDITION
6 DISTRIBUTIONS
12 REPORT OF INDEPENDENT PUBLIC
6 Income and Capital ACCOUNTANTS
Distributions
- -------------------------------------------------------------------------
"Dow Jones Industrial Average/sm/", The Dow 5/sm/, The Dow 10/sm/ and "DJIA/sm/"
are service marks of Dow Jones & Company, Inc. ("Dow Jones") and have been
licensed for use for certain purposes by John Nuveen & Co. Incorporated
("Nuveen") on behalf of the Trust. The Trust is not endorsed, sold or promoted
by Dow Jones, and Dow Jones makes no representation regarding the advisability
of investing in the Trust.
---
1
<PAGE>
Nuveen-The Dow 5 Portfolio, May 1998
<TABLE>
<CAPTION>
TRUST SUMMARY AND FINANCIAL HIGHLIGHTS as of May , 1998
- -------------------------------------------------------------------------------------------------
ESSENTIAL INFORMATION
- -------------------------------------------------------------------------------------------------
<S> <C>
Initial Date of Deposit: May , 1998 Initial Number of Units (1):
Interim Rollover Notification Date: , 1999 Fractional Undivided Interest per Unit: 1/
Final Rollover Notification Date: , 2000
Interim Special Redemption and
Liquidation Period: , 1999-- , 1999
Final Special Redemption and Liquidation
Period: , 2000-- , 2000
Second Year Commencement Date: , 1999
- -------------------------------------------------------------------------------------------------
PUBLIC OFFERING PRICE (2) INDUSTRY DIVERSIFICATION
Aggregate Offering Price of Securi- Banks %
ties: $ Basic Industries %
Aggregate Offering Price of Securi- Capital Equipment %
ties per Unit: $ Consumer Services %
Plus Maximum Sales Charge of 4.5% Electrical Products %
(4.545% of the Net Amount Financial %
Invested) (3): $ Foods %
Less Deferred Sales Charge (3): $ Health Care %
Initial Public Offering Price per Household Products %
Unit: $ Manufacturing %
- ----------------------------------------- Retail %
ESTIMATED ANNUAL INCOME DISTRIBUTIONS (4) -------------------------------------------
Estimated Annual Income Distributions MANDATORY TERMINATION DATE
(per Trust) $ , 2000
Estimated Annual Income Distributions
(per Unit) $
- -------------------------------------------------------------------------------------------------
EXPENSE INFORMATION
- -------------------------------------------------------------------------------------------------
SALES CHARGES (MAXIMUM TOTAL 4.50%) (5) ESTIMATED ANNUAL OPERATING EXPENSES
AMOUNT PER $1000 (PER UNIT) (7)
INVESTED --------------------------------------
(AS OF THE INITIAL Trustee's Fee: $
DATE OF DEPOSIT) Organizational and Offering Ex-
------------------ penses: $
Maximum Initial Total Annual Expenses: $
Sales Charge Im- ESTIMATED COSTS OVER TIME
posed on Purchases The following are the estimated cumu-
(as a % of Initial lative costs on a $1,000 investment,
Public Offering assuming (as mandated by the Securi-
Price) (5):....... % $ ties and Exchange Commission) a 5%
Deferred Sales annual return, and reinvestment of
Charge During all distributions:
First Year De- Over 1 Year $
ferred Period (as Over 3 Years $
a % of Initial Over 5 Years $
Public Offering Over 10 Years $
Price) (5)(6):.... % $ The examples reflect both the esti-
Deferred Sales mated operating expenses and maximum
Charge During Sec- sales charge on an increasing invest-
ond Year Deferred ment (had the net annual return been
Period (as a % of reinvested in the Trust). The exam-
Initial Public Of- ples should not be considered repre-
fering Price) sentations of future expenses or an-
(5)(6):........... % $ nual rates of return; the actual ex-
Total Deferred penses and annual rates of return may
Sales Charge (as a be more or less than those used in
% of Initial Pub- the examples. In addition, while the
lic Offering investment has a term of approxi-
Price) (5)(6):.... % $ mately 13 months, investors may be
Maximum Total Sales able to reinvest their proceeds into
Charge (5)(6):.... % $ subsequently offered trusts, subject
Maximum Sales to additional sales charge. Those
Charge on Rein- subsequent sales charges are re-
vested Dividends flected above.
(as a % of Initial
Public Offering
Price) (5)(6):.... % $
</TABLE>
---
2
<PAGE>
- --------------------------------------------------------------------------------
Notes to Essential 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 de-
crease accordingly, from the amounts indicated above.
(2) Each Security listed on a national securities exchange or the NASDAQ Na-
tional 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. The initial sales charge represents an amount equal to the
difference between the Maximum Total Sales Charge for the trust of % of
the Public Offering Price and the maximum remaining deferred sales charge
(initially $^^^^ per Unit). Unitholders will also be assessed a deferred
sales charge of $ per Unit, payable on the last business day of each
month, over the period commencing , 1998 through ,
1998 (the "First Year Deferred Period") and again over the period commenc-
ing , 1999 through , 1999 (the "Second Year Deferred Period").
Unitholders who elect to roll their Units into a new series of the Trust or
a trust with a similar investment strategy during the Interim Special Re-
demption and Liquidation Period (as described in "Special Redemption, Liq-
uidation and Investment in a New Trust") or Unitholders who sell or redeem
their Units at or before the Second Year Commencement Date will not be as-
sessed a deferred sales charge for the Second Year Deferred Period. Subse-
quent to the Initial Date of Deposit, the amount of the initial sales
charge will vary with changes in the aggregate value of the Securities in
the Trust. Deferred sales charge payments will be paid from funds in the
Capital Account, if sufficient, or from the periodic sale of Securities.
Any applicable uncollected deferred sales charge amounts remaining when a
Unitholder sells or redeems their Units will be deducted from the sales or
redemption proceeds. See "Investing in the Trust-Sales Charges," below and
"Public Offering Price" in Part B of this Prospectus for additional infor-
mation. On the Initial Date of Deposit there will be no accumulated divi-
dends 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. See "Public
Offering Price" in Part B of this Prospectus.
(4) Estimated Annual Income Distributions are based on the most recently de-
clared dividends of the Securities. Estimated Annual Income Distributions
per Unit are based on the number of Units, the fractional undivided inter-
est in the Securities per Unit and the aggregate value of the Securities
per Unit as of the Initial Date of Deposit. Investors should note that the
actual amount of income distributed per Unit by the Trust will vary from
the estimated amount due to a variety of factors including, changes in the
items described in the preceding sentence, expenses and actual dividends
declared and paid by the issuers of the Securities.
(5) The Maximum Initial Sales Charge (as a percentage of the Initial Public Of-
fering Price) is the difference between the Maximum Total Sales Charge of
% and the maximum remaining deferred sales charge (initially $ per
Unit) and would exceed 1% if the Public Offering Price exceeds $10.00 per
Unit. The actual deferred sales charge is $ per Unit per month, irre-
spective of the purchase or redemption price, deducted on such dates set
forth in "Investing in the Trust." Except as noted in "Investing in the
Trust" or "Redemption" in Part B of this Prospectus, if a Unitholder sells
or redeems Units before all of these deductions have been made, the balance
of the deferred sales charge payments remaining will be deducted from the
sales or redemption proceeds. If the Public Offering Price exceeds $10.00
per Unit, the deferred portion of the sales charge will be less than %;
if the Public Offering Price is less than $10.00 per Unit, the deferred
portion of the sales charge will be greater than %. Units purchased sub-
sequent to the initial deferred sales charge payment will be subject to the
initial sales charge and that portion of the deferred sales charge payments
not yet collected or accrued.
(6) Unitholders who elect to roll their Units into a new series of the Trust or
a trust with a similar investment strategy during the Interim Special Re-
demption and Liquidation Period (as described under "Special Redemption,
Liquidation and Investment in a New Trust") or Unitholders who sell or re-
deem their Units at or before the Second Year Commencement Date will not be
assessed a deferred sales charge for the Second Year Deferred Period.
(7) The Trust (and therefore Unitholders) will bear all or a portion of its or-
ganizational 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 materi-
als 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.
---
3
<PAGE>
Trust Strategies
INVESTMENT OBJECTIVE
The objective of the Trust is to provide above-average total return through a
combination of capital appreciation and dividend income. There is no assurance
that the Trust will achieve its investment objective.
INVESTMENT PHILOSOPHY
The Trust consists of a portfolio of common stocks chosen through the applica-
tion of an investment model that selects the common stocks of the five compa-
nies with the lowest per share stock price of the ten companies in the DJIA
that have the highest dividend yields ("The Dow 5 Model"). The Sponsor be-
lieves that dividends play an important part in total return, and blue chip
stocks that have higher dividend yields may also be undervalued. Through the
application of The Dow 5 Model, the Trust seeks to buy the Securities at de-
pressed prices and to sell them at relatively high prices. This is contrary to
the typical practice of buying securities based on good news. However, as in-
dicated by the historical performance figures provided in the comparison of
total returns table herein, these out-of-favor stocks have the potential for
attractive returns. For the Trust, The Dow 5 Model was applied on the business
day prior to the Date of Deposit. The Trust is a non-managed investment vehi-
cle which employs a buy and hold investment strategy. The Trust plans to hold,
for approximately 26 months, the stocks selected. At the end of that period,
the portfolio will be liquidated. Nuveen intends to create a separate series
of the Trust approximately 13 months after the Initial Date of Deposit and
also in conjunction with the termination of the Trust. Investors may reinvest
redemption or termination proceeds in one of the new portfolios at a reduced
sales charge, if available. Each portfolio is designed to be part of a longer
term strategy and Nuveen believes that more consistent results are likely if
the strategy is followed for at least three to five years. Nuveen intends to
periodically create additional Units of this Trust. To do this, Nuveen expects
to deposit additional Securities in the Trust or cash (including a letter of
credit) with instructions to the Trustee to purchase additional Securities.
Such deposit of Securities will be done in a manner that will allow the origi-
nal 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 common stock unit trust with the potential to outperform
the S&P 500;
. Seeking the opportunity to purchase a defined portfolio of widely held
stocks that are included in the DJIA.
. Purchasing the Trust through a tax-deferred vehicle.
. Seeking Securities with relatively high dividends and the possibility of
capital gains.
The Trust is not a suitable investment if:
. You are unwilling to assume the risks inherent in investing in common stock
over a relatively short time horizon.
HOW THE TRUST SELECTS INVESTMENTS
The Securities included in the Trust's portfolio are the common stocks of the
five companies with the lowest per share stock price of the ten companies
listed on the DJIA with the highest dividend yields on the business day prior
to the Initial Date of Deposit. The dividend yields were calculated by
annualizing the last quarterly or semi-annual ordinary dividend declared and
dividing the result by the market value of the Security as of the close of
business on the business day prior to the Date of Deposit. A description of
the Securities included in the Trust is set forth below under "Securities Se-
lected for the Trust" and "Schedule of Investments."
THE DOW JONES INDUSTRIAL AVERAGESM
The DJIA was first published in The Wall Street Journal in 1896. Initially
consisting of just 12 stocks, the DJIA expanded to 20 stocks in 1916 and to
its present size of 30 stocks on October 1, 1928. The stocks are chosen by the
editors of The Wall Street Journal as representative of the broad market and
of American industry. The companies are major factors in their industries and
their stocks are widely held by individuals and institutional investors.
Changes in the components of the DJIA are made entirely by the editors of The
Wall Street Journal without consultation with the companies, the stock ex-
change or any official agency. For the sake of continuity, changes are made
rarely. However, on March 17, 1997 four companies were added to the DJIA re-
placing Bethlehem Steel Corporation, Texaco,
---
4
<PAGE>
Inc., Westinghouse Electric Corporation and Woolworth Corporation. The compa-
nies added to the DJIA were Hewlett-Packard Co., Johnson & Johnson, Travelers
Group, Inc. and Wal-Mart Stores Inc. Most substitutions have been the result
of mergers, but from time to time, changes may be made to achieve a better
representation. The components of the DJIA may be changed at any time for any
reason. The following is a list of the companies which currently comprise the
DJIA.
AT&T Corporation
Allied Signal
Aluminum Company of America
American Express Company
Boeing Company
Caterpillar Inc.
Chevron Corporation
Coca-Cola Company
Walt Disney Company
E.I. du Pont de Nemours & Company
Eastman Kodak Company
Exxon Corporation
General Electric Company
General Motors Corporation
Goodyear Tire & Rubber Company
Hewlett-Packard Co.
International Business Machines Corporation
International Paper Company
Johnson & Johnson
McDonald's Corporation
Merck & Company, Inc.
Minnesota Mining & Manufacturing Company
J.P. Morgan & Company, Inc.
Philip Morris Companies, Inc.
Procter & Gamble Company
Sears, Roebuck & Company
Travelers Group, Inc.
Union Carbide Corporation
United Technologies Corporation
Wal-Mart Stores, Inc.
Risk Factors
Risk is inherent in all investing. Investing in a unit trust involves risk,
including the risk that you may receive little or no return on your investment
or even that you may lose part or all of your investment. Therefore, before
investing you should consider carefully the following risks that you assume
when you invest in this Trust. Because of these and other risks, you should
consider an investment in the Trust to be a part of a longer term investment
strategy that will provide the best results when followed over a number of
years.
Market risk: the risk that the market value of a stock may change rapidly and
unpredictably, causing a security to be worth less than its original price.
The equity markets tend to have periods of generally rising prices and periods
of generally falling prices. Because the Trust is not managed, Securities in
the Trust will generally not be sold in response to market fluctuations. Ac-
cordingly, an investor in the Trust may be exposed to more market risk than an
investor in certain managed investment vehicles. In addition, the relative
lack of diversity of Securities in the Trust's portfolio may subject
Unitholders to greater market risk than other investment vehicles that have
more diversified portfolios.
Inflation risk: the risk that the value of assets or income from investments
will be less in the future as inflation decreases the value of money. As in-
flation increases, the value of the Trusts' assets can decline as can the
value of the Trusts' distributions.
See "Risk Factors" in Part B of this Prospectus for an additional discussion
of potential risks.
Securities Selected for the Trust
AT&T CORPORATION
AT&T Corporation, headquartered in New York, New York, provides products,
services and systems for the movement and management of information. The com-
pany also provides voice, data and image telecommunications services, includ-
ing domestic and international long distance telecommunications services. In
addition, the company markets AT&T products, systems and services in the
United States and abroad.
E.I. DU PONT DE NEMOURS & COMPANY
E.I du Pont de Nemours & Company, headquartered in Wilmington, Delaware, ex-
plores for, develops and produces crude oil and natural gas; makes polymers,
elastomers, finishes and performance films; makes specialty fibers and chemi-
cals; produces agricultural products; and makes electronic materials and medi-
cal products. The company participates in five principal business segments--
Petroleum Operations; Polymers; Fibers; Chemicals; and Diversified Businesses.
---
5
<PAGE>
EXXON CORPORATION
Exxon Corporation, headquartered in Irving, Texas, is principally involved in
the energy industry. The company explores for and produces crude oil and natu-
ral gas, manufactures petroleum products, explores for and mines coal and min-
erals, and transports and sells crude oil, natural gas and petroleum products.
INTERNATIONAL PAPER COMPANY
International Paper Company, headquartered in Purchase, New York, produces
printing and writing paper, paperboard, wood pulp, lumber, wood panels, lami-
nated wood products and specialty products. The company also distributes
printing papers and industrial and office supplies and also invests in oil and
gas and real estate properties.
PHILIP MORRIS COMPANIES, INC.
Philip Morris Companies, Inc., headquartered in New York, New York, is the
world's largest producer and marketer of consumer packaged goods. Its five
principal operating companies are Kraft Foods, Inc., Miller Brewing Company,
Philip Morris International Inc., Philip Morris U.S.A. and Philip Morris Capi-
tal Corporation.
GENERAL MOTORS CORPORATION
[Description].
Distributions
INCOME AND CAPITAL DISTRIBUTIONS
Cash dividends received by the Trust will be paid each June 30 and December 31
("Income Distribution Dates") to Unitholders of record each June 15 and Decem-
ber 15 ("Income Record Dates"), respectively. Rollover Unitholders (as defined
below) will generally receive upon liquidation their pro rata portion of the
Income Account as Units of the New Trust (as defined below). Distributions of
funds in the Capital Account, if any, will be made as part of the final liqui-
dation distribution, if applicable, 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) 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 Pro-
spectus. 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 liq-
uidating distribution, automatically reinvested in additional Units of the
Trust subject only to applicable remaining deferred sales charge payments. See
"Distributions to Unitholders" in Part B of this Prospectus.
Investing in the Trust
SALES CHARGE
The maximum sales charge of % of the public offering price consists of an
initial sales charge equal to the difference between the maximum sales charge
of % and the maximum remaining deferred sales charge, initially $ per
Unit, and any remaining deferred sales charge. Unitholders will be assessed a
deferred sales charge of $ per Unit, payable on the last business day of
each month, over the period commencing , 1998 through , 1998
(the "First Year Deferred Period") and again over the period commencing ,
1999 through , 1999 (the "Second Year Deferred Period"). 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 re-
duced sales charges. In addition, certain classes of investors are entitled to
purchase Units at reduced sale 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>
First Second
Year Year Total Percent***
Initial Deferred Deferred Maximum of Net
Sales Sales Sales Sales Amount
Number of Units* Charge** Charge Charge Charge++ Invested
- ---------------- -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
Less than 5,000.................. % $ $ % %
5,000 to 9,999................... % $ $ % %
10,000 to 24,999................. % $ $ % %
25,000 to 49,999................. % $ $ % %
50,000 to 99,999................. % $ $ % %
100,000 or more.................. % $ $ % %
Wrap Accounts.................... % $ $ % %
Rollover (per Unit).............. % $ $ % %
</TABLE>
*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.
---
6
<PAGE>
**Based upon a $10.00 Public Offering Price. This will fluctuate based upon
the Public Offering Price of the Units at the time of purchase and the date of
purchase.
Unitholders who elect to roll their Units into a new series of the Trust or a
trust with a similar investment strategy during the Interim Special Redemption
and Liquidation Period (as described under "Special Redemption, Liquidation
and Investment in a New Trust") or Unitholders who sell or redeem their Units
at or before the Second Year Commencement Date will not be assessed the de-
ferred sales charge of $ per Unit for the Second Year Deferred Period and
accordingly the sales charges paid by those Unitholders shall be less than the
Total Maximum Sales Charge indicated above.
***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.
+All Units of the Trust will be subject to the applicable deferred sales
charge per Unit regardless of sale charge discounts. Investors who, as a re-
sult of sale charge discounts, are eligible to purchase Units subject to a
maximum total sales charge less than the applicable maximum deferred sales
charge will be credited the difference between these amount at the time of
purchase.
++The Public Offering Price per Unit is rounded to the nearest cent and ac-
cordingly the actual sales charge paid by an investor may be slightly greater
or less than the amount reflected.
Unitholders who elect to roll their Units into a new series of the Trust or a
trust with a similar investment strategy during the Interim Special Redemption
and Liquidation Period (as described under "Special Redemption, Liquidation
and Investment in a New Trust") or Unitholders who sell or redeem their Units
at or before the Second Year Commencement Date will not be assessed the de-
ferred sales charge of $ per Unit for the Second Year Deferred Period and
accordingly the sales charges paid by those Unitholders shall be less than the
Total Maximum Sales Charge indicated above.
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 pro-
vided below. Dealer firms are entitled to receive an additional concession in
accordance with the schedule provided below for Units that are continued to be
held after the Second Year Commencement Date by Unitholders that purchased
such Units through the respective Dealer firm:
- -------------------------------------------------------------------------------
DEALER CONCESSIONS
<TABLE>
<CAPTION>
APPROXIMATE
ADDITIONAL TOTAL %
CONCESSION DISCOUNT PER
FOR UNITS UNIT FOR
HELD AFTER UNITS HELD
SECOND YEAR AFTER SECOND
COMMENCEMENT YEAR
DATE PER COMMENCEMENT $ DISCOUNT
NUMBER OF UNITS* UNIT DATE** PER UNIT
- ---------------- ------------ ------------ ----------
<S> <C> <C> <C>
Less than 5,000............................ % $ %
5,000 to 9,999.............................
10,000 to 24,999...........................
25,000 to 49,999...........................
50,000 to 99,999...........................
100,000 or more............................
Rollover...................................
Wrap Accounts..............................
</TABLE>
*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.
**Based upon a $10.00 Public Offering Price. This percentage will fluctuate
based upon the Public Offering Price of the Units at the time of purchase.
Hypothetical Performance Information
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 in-
vested in the common stocks chosen by The Dow 5 Model (but not a Trust) in
each of the 16 years listed below, as of the business day prior to the begin-
ning of each year for the returns provided in the "1 Year" column ("One Year
Strategy Returns") below and as of the business day prior to the beginning of
every other year commencing December 31, 1972, for the returns provided in the
"2 Year" column ("Two Year Strategy Returns").
The returns shown herein are not guarantees of future performance and should
not be used as a predictor of returns to be expected in connection with the
Trust. The common stocks selected by The Dow 5 Model underperformed the S&P
500 and/or the DJIA in certain years. Accordingly, there can be no assurance
that a Trust's portfolio will outperform the S&P 500 or the DJIA over the life
of a Trust or over consecutive rollover periods, if available.
A holder of units in a Trust would not necessarily realize as high a total re-
turn on an investment in stocks upon which the hypothetical returns
---
7
<PAGE>
are based for the following reasons among others: 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
Dow 5 Model; past performance is not indicative of future results; and Securi-
ties 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>
ANNUALIZED HYPOTHETICAL
THE DOW 5 ONE AND TWO S&P 500
YEAR STRATEGY TOTAL DJIA
YEAR RETURNS/1/ RETURNS TOTAL RETURNS
- ---- ----------------------- ------- -------------
<S> <C> <C> <C> <C>
1 Year 2 Year
----------- -----------
1973.............................. 20.01% 19.64% % -10.55%
1974.............................. -5.40% -12.63% % -17.13%
1975.............................. 64.77% 64.77% % 47.10%
1976.............................. 40.96% 41.94% % 31.47%
1977.............................. 5.49% 5.64% % -11.77%
1978.............................. 1.50% 4.80% % 2.66%
1979.............................. 9.90% 9.90% % 10.52%
1980.............................. 40.52% 52.69% % 21.41%
1981.............................. 3.62% 3.62% % -3.40%
1982.............................. 41.87% 38.02% % 25.84%
1983.............................. 36.10% 36.10% % 25.68%
1984.............................. 10.87% 17.14% % 1.07%
1985.............................. 37.84% 37.84% % 32.83%
1986.............................. 30.31% 29.45% % 26.96%
1987.............................. 11.06% 11.06% % 6.00%
1988.............................. 21.22% 21.57% % 15.97%
1989.............................. 10.49% 10.49% % 31.74%
1990.............................. -15.27% -8.38% % -0.61%
1991.............................. 61.79% 61.79% % 23.99%
1992.............................. 22.26% 27.75% % 7.37%
1993.............................. 34.52% 34.52% % 16.74%
1994.............................. 8.08% 6.47% % 4.94%
1995.............................. 27.08% 27.08% % 36.47%
1996.............................. 25.85% 34.27% % 28.80%
1997.............................. 20.07% 20.07% % 24.93%
1998 thru 3/31.................... 7.24% % % 11.73%
</TABLE>
(1) The Dow 5 Model common stocks for the "1 Year" column above were selected
by applying The Dow 5 Model on the business day prior to the beginning of each
year. The Dow 5 Model includes common stocks listed in the DJIA and S&P 500.
The Dow 5 Model common stocks for the "2 Year" column above were selected by
applying The Dow 5 Model as of the business day prior to the beginning of each
two year period commencing in December 31, 1972. The hypothetical total re-
turns for the Two Year Strategy would be different if the portfolios were de-
termined in years other than those selected.
(2) Total return represents the change in market price for the one-year period
plus dividends, divided by the initial price for a given year, for each group
of stocks. 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. From 1973 through 1997, the average
annual total returns for the 1 Year and 2 Year Strategies of The Dow 5 Model
were % and %, respectively, while the S&P 500 and the DJIA achieved av-
erage annual total returns of % and %, respectively. The average an-
nual total returns for The Dow 5 Model for the one year, five year, ten year,
fifteen year and twenty-five year periods ended December 31, 1997 were 17.77%,
20.97%, 18.17%, 18.78%, and 19.11%, respectively. These hypothetical results
represent the past performance of The Dow 5 Model and not the actual Trust.
Past performance does not guarantee future results. 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 life or
over consecutive rollover periods, if available.
SUPPOSE YOU HAD INVESTED $10,000 ON JANUARY 1, 1973?
ONE YEAR STRATEGY
TWO YEAR STRATEGY
The mountain chart appearing here begins with January 1, 1973 and shows the
performance as of December 31, 1997 for the DJIA as $ and for The Dow 5
Model as $ .
The charts above represent hypothetical past performance of The Dow 5 Model
(but not the Trust), the S&P 500 and the DJIA from January 1, 1973 through De-
cember 31, 1997 and should not be considered indicative of future results. The
charts assume that all dividends are reinvested and does not reflect sales
charges, commission, expenses or taxes. The returns for The Dow 5 Model re-
flect the adjustment of the securities included in The Dow 5 Model every year
for the table entitled "One Year Strategy" and every two years beginning De-
cember 31, 1972 for the table entitled "Two Year Strategy," in accordance with
The Dow 5 Model, and they do not indicate the actual performance of any in-
vestment product. There can be no assurance that the Trust will outperform the
S&P 500 or the DJIA over its life or over consecutive rollover periods, if
available.
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. However, Unitholders who elect to roll their
Units into a new series of the Trust or a trust with a similar investment
strategy during the Interim Special Redemption and Liquidation Period or
Unitholders who sell or redeem their Units at or before the Second Year Com-
mencement Date will not be assessed a deferred sales charge for the Second
Year Deferred Period and, accordingly, are only responsible for the remaining
deferred sales charge for the First Year Deferred Period. See "Redemption" in
Part B of this Prospectus.
---
8
<PAGE>
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 Of-
fering Price" in Part B of this Prospectus.
SPECIAL REDEMPTION, LIQUIDATION AND INVESTMENT IN A NEW TRUST
The Sponsor intends to create separate series of the Trust (the "New Trusts")
approximately 13 months after the Initial Date of Deposit of the Trust and
also in conjunction with the termination of the Trust (approximately 26 months
after the Initial Date of Deposit). The portfolio of the New Trusts will con-
tain common stocks that are selected by the Sponsor using the same criteria
and investment philosophy employed by this series of the Trust. Unitholders
may elect to have their proceeds reinvested into a New Trust, if available,
approximately 13 months or 26 months after the Initial Date of Deposit by no-
tifying the Trustee of this election by the Interim Rollover Notification Date
("Interim Rollover") or the Final Rollover Notification Date ("Final
Rollover"), respectively. Such a Unitholder's Units will be 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 trust is offered and Units are available. Cash
not invested in a New Trust or other eligible trust will be distributed.
(Unitholders electing to have their proceeds reinvested during the Interim
Rollover shall be referred to herein as "Interim Rollover Unitholders"; those
electing to do so during the Final Rollover shall be referred to herein as
"Final Rollover Unitholders" and each shall collectively be referred to as
"Rollover Unitholders.") Rollover Unitholders therefore will generally not re-
ceive an interim or final liquidation distribution (other than cash not in-
vested in a New Trust or other eligible trust), but will receive Units in a
New Trust or other eligible trust. On August 5, 1997, legislation (the "Act")
was enacted that reduces the maximum stated marginal tax rate for certain cap-
ital gains for investments held for more than 18 months to 20% (10% in the
case of certain taxpayers in the lowest tax bracket). Generally, Final
Rollover Unitholders would qualify for such tax treatment whereas Interim
Rollover Unitholders would be subject to a maximum stated marginal tax rate of
28% on long-term capital gains resulting from ownership of Units. See "Tax
Status" in Part B of this Prospectus. Potential investors should consult their
tax advisors regarding the potential effect of the Act on their investment in
Units. In addition, it should be noted that legislative proposals are intro-
duced from time to time that affect tax rates and could affect relative dif-
ferences at which ordinary income and capital gains are taxed. See "Tax Sta-
tus" in Part B of this Prospectus. This exchange option may be modified, ter-
minated 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 and certain capital distri-
butions from the Trust can be reinvested at a reduced sales charge into addi-
tional Units of the Trust. See "Distributions of Unitholders" and "Accumula-
tion Plan" in Part B of this Prospectus. For more information about Nuveen in-
vestment 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, the Capital and Income Accounts of
the Trust plus a sales charge as set forth above in "Investing in the Trust--
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 Pro-
spectus. Any applicable 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 no-
tice of the termination to Unitholders which will specify when certificates
may be surrendered. Unitholders not electing the "Rollover Option" will re-
ceive a cash distribution within a reasonable time after the Trust's termina-
tion. See "Distributions to Unitholders" and "Other Information--Termination
of Indenture" in Part B of this Prospectus.
---
9
<PAGE>
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 invest-
ors have trusted Nuveen to help them maintain the lifestyle they currently en-
joy.
The prospectus describes in detail the investment objectives, policies and
risks of the Trust. We invite you to discuss the contents with your financial
adviser, or you may call us at 800-257-8787 for additional information.
---
10
<PAGE>
- --------------------------------------------------------------------------------
NUVEEN--THE DOW 5 PORTFOLIO, MAY 1998
(Nuveen Unit Trusts, Series 14)
Schedule of Investments at the Initial Date of Deposit, May , 1998
<TABLE>
<CAPTION>
PERCENTAGE OF MARKET
NAME OF ISSUER OF AGGREGATE VALUE COST OF CURRENT
NUMBER OF SECURITIES OFFERING PER SECURITIES TO DIVIDEND
SHARES (TICKER SYMBOL)(1) PRICE SHARE TRUST(2) YIELD(3)
- -----------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
E.I. du Pont de Nemours
& Company (DD) % $ $ $
Exxon Corporation (XON)
General Motors
Corporation (GM)
International Paper
Company (IP)
Philip Morris Companies,
Inc. (MO)
-------- ----- -------- --------
100%
======== ===== ======== ========
</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 , 1998.
(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 deter-
mined by the Trustee. The aggregate underlying value of the Securities on
the Initial Date of Deposit was $ . Cost and gain or (loss) to Spon-
sor relating to the Securities sold to the Trust were $ and
$ , respectively.
(3) Current Dividend Yield for each Security was calculated by annualizing the
last quarterly or semi-annual ordinary dividend declared on that Security
and dividing the result by that Security's closing sale price on the busi-
ness day prior to the Initial Date of Deposit.
---
11
<PAGE>
- -------------------------------------------------------------------------------
NUVEEN-THE DOW 5 PORTFOLIO, MAY 1998
(Nuveen Unit Trusts, Series 14)
Statement of Condition at the Initial Date of Deposit, May , 1998
<TABLE>
<S> <C>
TRUST PROPERTY
Investment in Equity Securities represented by purchase con-
tracts(1)(2)........................................................ $
Organizational and offering costs(3).................................
--------
Total.......................................................... $
========
LIABILITIES AND INTEREST OF UNITHOLDERS
LIABILITIES:
Deferred sales charge(4)........................................... $
Accrued organizational and offering costs(3).......................
--------
Total.......................................................... $
========
INTEREST OF UNITHOLDERS:
Unit of fractional undivided interest outstanding ( )
Cost of investors(5)............................................... $
Less: Gross underwriting commission(6)...........................
--------
Net amount applicable to investors................................. $
========
Total.......................................................... $
========
</TABLE>
- ---------
(1) Aggregate cost of Securities listed under "SCHEDULE OF INVESTMENTS" is
based on their aggregate underlying value.
(2) An irrevocable letter of credit has been deposited with the Trustee as
collateral, which is sufficient to cover the monies necessary for the pur-
chase of the Securities pursuant to contracts for the purchase of such Se-
curities.
(3) The Trust (and therefore Unitholders) will bear all or a portion of its
estimated organizational and offering costs which will be deferred and am-
ortized over the first 18 months of the Trust. The estimated organization
and offering costs are based upon an estimate that 2,000,000 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 ($ per
Unit), payable to the Sponsor in ten equal monthly installments of $
per Unit beginning on , 1998, and on the last business day of each
month thereafter through , 1998. Unitholders who hold their Units
after the Second Year Commencement Date will be assessed an additional de-
ferred sales charge ($ per Unit) for the Second Year Deferred Period.
Such deferred sales charge is not represented in the amount reflected.
(5) Aggregate Public Offering Price computed as set forth under "PUBLIC OFFER-
ING PRICE" in Part B of this Prospectus.
(6) The gross underwriting commission of 4.50% of the Public Offering Price
includes both an up-front and a deferred sales charge and has been calcu-
lated on the assumption that the Units sold are not subject to a reduction
of sales charge for quantity purchases and that all Units are held after
the Second Year Commencement Date. In single transactions involving 5,000
Units or more, the sales charge is reduced. In addition, Unitholders who
elect to roll their Units into a new series of the Trust or a trust with a
similar investment strategy during the Interim Special Redemption and Liq-
uidation Period or Unitholders who sell or redeem their Units at or before
the Second Year Commencement Date will not be assessed a deferred sales
charge for the Second Year Deferred Period and, accordingly, are only re-
sponsible for the remaining deferred sales charge for the First Year De-
ferred Period. (See "PUBLIC OFFERING PRICE" in Part B of this Prospectus.)
---
12
<PAGE>
Report of Independent Public Accountants
To the Board of Directors of John Nuveen & Co. Incorporated and Unitholders of
Nuveen Unit Trusts, Series 14:
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 Trusts, Series 14 (Nuveen--The Dow 5 Portfolio, May 1998), as of
May , 1998. These financial statements are the responsibility of the Spon-
sor. 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 stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of mate-
rial misstatement. An audit includes examining, on a test basis, evidence sup-
porting the amounts and disclosures in the financial statements. Our proce-
dures included confirmation of the irrevocable letter of credit arrangement
for the purchase of securities, described in Note (2) to the statement of con-
dition, 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 Trusts, Series 14 (Nuveen--The Dow 5
Portfolio, May 1998), as of May , 1998, in conformity with generally ac-
cepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
May , 1998.
---
13
<PAGE>
(This page has been left blank intentionally.)
---
14
<PAGE>
[NUVEEN LOGO] Nuveen-The Dow 10sm
Unit Trusts Portfolio, May 1998
CUSIP -DIVIDENDS IN CASH
CUSIP -DIVIDENDS REINVESTED
- ------------------------------------------------------------------------------
PROSPECTUS PART A DATED MAY , 1998
- ------------------------------------------------------------------------------
Overview
The Nuveen--The Dow 10 Portfolio, May Units of the Trust are not deposits
1998 (the "Trust") is a unit investment or obligations of, or guaranteed or
trust consisting of the common stocks endorsed by, any bank and are not
of the ten companies in the Dow Jones federally insured or otherwise
Industrial Average/sm/ (the "DJIA") that protected by the FDIC or any other
have the highest dividend yields on the Federal agency and involve investment
business day prior to the Date of risk, including the possible loss of
Deposit. The Trust seeks to provide an principal.
above average total return through a
combination of capital appreciation and THESE SECURITIES HAVE NOT BEEN
dividend income. The Trust is scheduled APPROVED OR DISAPPROVED BY THE
to terminate in approximately 26 SECURITIES AND EXCHANGE COMMISSION
months. NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS
This Part A Prospectus may not be PROSPECTUS. ANY REPRESENTATION TO THE
distributed unless accompanied by the CONTRARY IS A CRIMINAL OFFENSE.
Nuveen Equity Unit Trust Prospectus-
Part B which is dated May , 1998. Part
B of this Prospectus is attached.
- ----------------------------------------------------------------------------
Contents
1 OVERVIEW 7 Dealer Concessions
2 TRUST SUMMARY AND FINANCIAL
HIGHLIGHTS 7 HYPOTHETICAL PERFORMANCE
INFORMATION
3 Essential Information
8 GENERAL INFORMATION
4 TRUST STRATEGIES
8 Optional Features
4 Investment Objective
9 Secondary Market for Units
4 How the Trust Selects
Investments 9 Termination
4 The Dow Jones Industrial 9 The Sponsor
Average/sm/
10 SCHEDULE OF INVESTMENTS
5 RISK FACTORS
11 STATEMENT OF CONDITION
5 SECURITIES SELECTED FOR THE
TRUST 12 REPORT OF INDEPENDENT
PUBLIC ACCOUNTANTS
6 DISTRIBUTIONS
6 Income and Capital
Distributions
7 INVESTING IN THE TRUST
7 Sales Charge
- ----------------------------------------------------------------------------
"Dow Jones Industrial Average/sm/", The Dow 5/sm/, The Dow 10/sm/ and "DJIA/sm/"
are service marks of Dow Jones & Company, Inc. ("Dow Jones") and have been
licensed for use for certain purposes by John Nuveen & Co. Incorporated
("Nuveen") on behalf of the Trust. The Trust is not endorsed, sold or promoted
by Dow Jones, and Dow Jones makes no representation regarding the advisability
of investing in the Trust.
---
<PAGE>
Nuveen-The Dow 10 Portfolio, May 1998
<TABLE>
<CAPTION>
TRUST SUMMARY AND FINANCIAL HIGHLIGHTS as of May , 1998
ESSENTIAL INFORMATION
<S> <C>
Initial Date of Deposit: May , 1998 Second Year Commencement Date: , 1999
Interim Rollover Notification Date: , 1999 Initial Number of Units (1):
Final Rollover Notification Date: , 2000 Fractional Undivided Interest per Unit: 1/
Interim Special Redemption and
Liquidation Period: , 1999- , 1999
Final Special Redemption and Liquidation
Period: , 2000- , 2000
- -----------------------------------------------------------------------------------------------------
PUBLIC OFFERING PRICE (2) INDUSTRY DIVERSIFICATION
Aggregate Offering Price of Securi- Banks %
ties: $ Basic Industries %
Aggregate Offering Price of Securi- Capital Equipment %
ties per Unit: $ Consumer Services %
Plus Maximum Sales Charge of 4.5% Electrical Products %
(4.545% of the Net Amount Financial %
Invested) (3): $ Foods %
Less Deferred Sales Charge (3): $ Health Care %
Initial Public Offering Price per Household Products %
Unit: $ Manufacturing %
- ----------------------------------------- Retail %
ESTIMATED ANNUAL INCOME DISTRIBUTIONS (4) -----------------------------------------------
Estimated Annual Income Distributions MANDATORY TERMINATION DATE
(per Trust) $ , 2000
Estimated Annual Income Distributions
(per Unit) $
- -----------------------------------------------------------------------------------------------------
EXPENSE INFORMATION
- -----------------------------------------------------------------------------------------------------
SALES CHARGES (MAXIMUM TOTAL 4.50%) (5) --------------------------------------
AMOUNT PER $1000 ESTIMATED ANNUAL OPERATING EXPENSES
INVESTED (PER UNIT) (7)
(AS OF THE INITIAL --------------------------------------
DATE OF DEPOSIT) Trustee's Fee: $
------------------ Organizational and Offering Ex-
Maximum Initial penses: $
Sales Charge Im- Total Annual Expenses: $
posed on Purchases
(as a % of Initial ESTIMATED COSTS OVER TIME
Public Offering The following are the estimated cumu-
Price) (5):....... % $ lative costs on a $1,000 investment,
Deferred Sales assuming (as mandated by the Securi-
Charge During ties and Exchange Commission) a 5%
First Year De- annual return, and reinvestment of
ferred Period (as all distributions:
a % of Initial Over 1 Year $
Public Offering Over 3 Years $
Price) (5)(6):.... % $ Over 5 Years $
Deferred Sales Over 10 Years $
Charge During Sec- The examples reflect both the esti-
ond Year Deferred mated operating expenses and maximum
Period (as a % of sales charge on an increasing invest-
Initial Public Of- ment (had the net annual return been
fering Price) reinvested in the Trust). The exam-
(5)(6):........... % $ ples should not be considered repre-
Total Deferred sentations of future expenses or an-
Sales Charge (as a nual rates of return; the actual ex-
% of Initial Pub- penses and annual rates of return may
lic Offering be more or less than those used in
Price) (5)(6):.... % $ the examples. In addition, while the
Maximum Total Sales investment has a term of approxi-
Charge (5)(6):.... % $ mately 13 months, investors may be
Maximum Sales able to reinvest their proceeds into
Charge on Rein- subsequently offered trusts, subject
vested Dividends to additional sales charge. Those
(as a % of Initial subsequent sales charges are re-
Public Offering flected above.
Price) (5)(6):.... % $
</TABLE>
---
2
<PAGE>
- --------------------------------------------------------------------------------
Notes to Essential 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 de-
crease accordingly, from the amounts indicated above.
(2) Each Security listed on a national securities exchange or the NASDAQ Na-
tional 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. The initial sales charge represents an amount equal to the
difference between the Maximum Total Sales Charge for the trust of % of
the Public Offering Price and the maximum remaining deferred sales charge
(initially $ per Unit). Unitholders will also be assessed a deferred
sales charge of $ per Unit, payable on the last business day of each
month, over the period commencing , 1998 through ,
1998 (the "First Year Deferred Period") and again over the period commenc-
ing , 1999 through , 1999 (the "Second Year Deferred Period").
Unitholders who elect to roll their Units into a new series of the Trust or
a trust with a similar investment strategy during the Interim Special Re-
demption and Liquidation Period (as described in "Special Redemption, Liq-
uidation and Investment in a New Trust") or Unitholders who sell or redeem
their Units at or before the Second Year Commencement Date will not be as-
sessed a deferred sales charge for the Second Year Deferred Period. Subse-
quent to the Initial Date of Deposit, the amount of the initial sales
charge will vary with changes in the aggregate value of the Securities in
the Trust. Deferred sales charge payments will be paid from funds in the
Capital Account, if sufficient, or from the periodic sale of Securities.
Any applicable uncollected deferred sales charge amounts remaining when a
Unitholder sells or redeems their Units will be deducted from the sales or
redemption proceeds. See "Investing in the Trust-Sales Charges," below and
"Public Offering Price" in Part B of this Prospectus for additional infor-
mation. On the Initial Date of Deposit there will be no accumulated divi-
dends 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. See "Public
Offering Price" in Part B of this Prospectus.
(4) Estimated Annual Income Distributions are based on the most recently de-
clared dividends of the Securities. Estimated Annual Income Distributions
per Unit are based on the number of Units, the fractional undivided inter-
est in the Securities per Unit and the aggregate value of the Securities
per Unit as of the Initial Date of Deposit. Investors should note that the
actual amount of income distributed per Unit by the Trust will vary from
the estimated amount due to a variety of factors including, changes in the
items described in the preceding sentence, expenses and actual dividends
declared and paid by the issuers of the Securities.
(5) The Maximum Initial Sales Charge (as a percentage of the Initial Public Of-
fering Price) is the difference between the Maximum Total Sales Charge of
% and the maximum remaining deferred sales charge (initially $ per
Unit) and would exceed 1% if the Public Offering Price exceeds $10.00 per
Unit. The actual deferred sales charge is $ per Unit per month, irre-
spective of the purchase or redemption price, deducted on such dates set
forth in "Investing in the Trust." Except as noted in "Investing in the
Trust" or "Redemption" in Part B of this Prospectus, if a Unitholder sells
or redeems Units before all of these deductions have been made, the balance
of the deferred sales charge payments remaining will be deducted from the
sales or redemption proceeds. If the Public Offering Price exceeds $10.00
per Unit, the deferred portion of the sales charge will be less than %;
if the Public Offering Price is less than $10.00 per Unit, the deferred
portion of the sales charge will be greater than %. Units purchased sub-
sequent to the initial deferred sales charge payment will be subject to the
initial sales charge and that portion of the deferred sales charge payments
not yet collected or accrued.
(6) Unitholders who elect to roll their Units into a new series of the Trust or
a trust with a similar investment strategy during the Interim Special Re-
demption and Liquidation Period (as described under "Special Redemption,
Liquidation and Investment in a New Trust") or Unitholders who sell or re-
deem their Units at or before the Second Year Commencement Date will not be
assessed a deferred sales charge for the Second Year Deferred Period.
(7) The Trust (and therefore Unitholders) will bear all or a portion of its or-
ganizational 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 materi-
als 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.
---
3
<PAGE>
Trust Strategies
INVESTMENT OBJECTIVE
The objective of the Trust is to provide above-average total return through a
combination of capital appreciation and dividend income. There is no assurance
that the Trust will achieve its investment objective.
INVESTMENT PHILOSOPHY
The Trust consists of a portfolio of common stocks chosen through the applica-
tion of an investment model that selects the common stocks of the ten compa-
nies in the DJIA that have the highest dividend yields ("The Dow 10 Model").
The Sponsor believes that dividends play an important part in total return,
and stocks that have higher dividend yields may also be undervalued. The Spon-
sor believes that blue chip stocks that are undervalued have the potential for
higher total returns over time. For the Trust, The Dow 10 Model was applied on
the business day prior to the Date of Deposit. The Trust is a non-managed in-
vestment vehicle which employs a buy and hold investment strategy. Through the
application of The Dow 10 Model, the Trust seeks to buy the Securities at de-
pressed prices and to sell them at relatively high prices. The Sponsor be-
lieves that there may be benefits to having the discipline not to sell based
on bad news. Staying invested in the stocks selected by The Dow 10 Model
through three-year periods over the last 25 years has typically produced posi-
tive results. This is based on the annual returns of the ten highest-yielding
DJIA stocks for the period 1973-1997, during which period the strategy pro-
duced positive absolute returns of over 78% of three-year annual rolling peri-
ods (see "Hypothetical Performance Information"). The Trust plans to hold, for
approximately 26 months, the stocks selected. At the end of that period, the
portfolio will be liquidated. Nuveen intends to create a separate series of
the Trust approximately 13 months after the Initial Date of Deposit and also
in conjunction with the termination of the Trust. Investors may reinvest re-
demption or termination proceeds in one of the new portfolios at a reduced
sales charge, if available. Each portfolio is designed to be part of a longer
term strategy and Nuveen believes that more consistent results are likely if
the strategy is followed for at least three to five years. Nuveen intends to
periodically create additional Units of this Trust. To do this, Nuveen expects
to deposit additional Securities in the Trust or cash (including a letter of
credit) with instructions to the Trustee to purchase additional Securities.
Such deposit of Securities will be done in a manner that will allow the origi-
nal 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 common stock unit trust with the potential to outperform
the S&P 500;
. Seeking the opportunity to purchase a defined portfolio of widely held
stocks that are included in the DJIA.
. Purchasing the Trust through a tax-deferred vehicle.
. Seeking Securities with relatively high dividends and reduced price volatil-
ity.
The Trust is not a suitable investment if:
. You are unwilling to assume the risks inherent in investing in common stock
over a relatively short time horizon.
HOW THE TRUST SELECTS INVESTMENTS
The Securities included in the Trust's portfolio are the common stocks of the
ten companies listed on the DJIA with the highest dividend yields on the busi-
ness day prior to the Initial Date of Deposit. The dividend yields were calcu-
lated by annualizing the last quarterly or semi-annual ordinary dividend de-
clared and dividing the result by the market value of the Security as of the
close of business on the business day prior to the Date of Deposit. A descrip-
tion of the Securities included in the Trust is set forth below under "Securi-
ties Selected for the Trust" and "Schedule of Investments."
THE DOW JONES INDUSTRIAL AVERAGESM
The DJIA was first published in The Wall Street Journal in 1896. Initially
consisting of just 12 stocks, the DJIA expanded to 20 stocks in 1916 and to
its present size of 30 stocks on October 1, 1928. The stocks are chosen by the
editors of The Wall Street Journal as representative of the broad market and
of American industry. The companies are major factors in their industries and
their stocks are widely held by individuals and institutional investors.
Changes in the components of the DJIA are made entirely by the editors of The
Wall Street Journal without consulta-
---
4
<PAGE>
tion with the companies, the stock exchange or any official agency. For the
sake of continuity, changes are made rarely. However, on March 17, 1997 four
companies were added to the DJIA replacing Bethlehem Steel Corporation, Texa-
co, Inc., Westinghouse Electric Corporation and Woolworth Corporation. The
companies added to the DJIA were Hewlett-Packard Co., Johnson & Johnson, Trav-
elers Group, Inc. and Wal-Mart Stores Inc. Most substitutions have been the
result of mergers, but from time to time, changes may be made to achieve a
better representation. The components of the DJIA may be changed at any time
for any reason. The following is a list of the companies which currently com-
prise the DJIA.
AT&T Corporation
Allied Signal
Aluminum Company of America
American Express Company
Boeing Company
Caterpillar Inc.
Chevron Corporation
Coca-Cola Company
Walt Disney Company
E.I. du Pont de Nemours & Company
Eastman Kodak Company
Exxon Corporation
General Electric Company
General Motors Corporation
Goodyear Tire & Rubber Company
Hewlett-Packard Co.
International Business Machines Corporation
International Paper Company
Johnson & Johnson
McDonald's Corporation
Merck & Company, Inc.
Minnesota Mining & Manufacturing Company
J.P. Morgan & Company, Inc.
Philip Morris Companies, Inc.
Procter & Gamble Company
Sears, Roebuck & Company
Travelers Group, Inc.
Union Carbide Corporation
United Technologies Corporation
Wal-Mart Stores, Inc.
Risk Factors
Risk is inherent in all investing. Investing in a unit trust involves risk,
including the risk that you may receive little or no return on your investment
or even that you may lose part or all of your investment. Therefore, before
investing you should consider carefully the following risks that you assume
when you invest in this Trust. Because of these and other risks, you should
consider an investment in the Trust to be a part of a longer term investment
strategy that will provide the best results when followed over a number of
years.
Market risk: the risk that the market value of a stock may change rapidly and
unpredictably, causing a security to be worth less than its original price.
The equity markets tend to have periods of generally rising prices and periods
of generally falling prices. Because the Trust is not managed, Securities in
the Trust will generally not be sold in response to market fluctuations. Ac-
cordingly, an investor in the Trust may be exposed to more market risk than an
investor in certain managed investment vehicles. In addition, the relative
lack of diversity of Securities in the Trust's portfolio may subject
Unitholders to greater market risk than other investment vehicles that have
more diversified portfolios.
Inflation risk: the risk that the value of assets or income from investments
will be less in the future as inflation decreases the value of money. As in-
flation increases, the value of the Trusts' assets can decline as can the
value of the Trusts' distributions.
See "Risk Factors" in Part B of this Prospectus for an additional discussion
of potential risks.
Securities Selected for the Trust
AT&T CORPORATION
AT&T Corporation, headquartered in New York, New York, provides products,
services and systems for the movement and management of information. The Com-
pany also provides voice, data and image telecommunications services, includ-
ing domestic and international long distance telecommunications services. In
addition, the company markets AT&T products, systems and services in the
United States and abroad.
CHEVRON CORPORATION
Chevron Corporation, headquartered in San Francisco, California, is an inter-
national oil company with activities in the United States and abroad. The Com-
pany is involved in worldwide, integrated petroleum operations which explore
---
5
<PAGE>
for, develop and produce petroleum liquids and natural gas as well as trans-
porting the products. The Company is also involved in the mineral and chemical
industries.
E.I. DU PONT DE NEMOURS & COMPANY
E.I. du Pont de Nemours & Company, headquartered in Wilmington, Delaware, ex-
plores for, develops and produces crude oil and natural gas; makes polymers,
elastomers, finishes and performance films; makes specialty fibers and chemi-
cals; produces agricultural products; and makes electronic materials and medi-
cal products. The company participates in five principal business segments--
Petroleum Operations; Polymers; Fibers; Chemicals; and Diversified Businesses.
EASTMAN KODAK COMPANY
Eastman Kodak Company, headquartered in Rochester, New York, develops, makes
and sells consumer and commercial photographic imaging products. The company's
products include films, photographic papers and chemicals, cameras, projec-
tors, processing equipment, audiovisual equipment, copiers, microfilm prod-
ucts, applications software, printers and other equipment.
EXXON CORPORATION
Exxon Corporation, headquartered in Irving, Texas, is principally involved in
the energy industry. The company explores for and produces crude oil and natu-
ral gas, manufactures petroleum products, explores for and mines coal and min-
erals, and transports and sells crude oil, natural gas and petroleum products.
GENERAL MOTORS CORPORATION
[Description].
INTERNATIONAL PAPER COMPANY
International Paper Company, headquartered in Purchase, New York, produces
printing and writing paper, paperboard, wood pulp, lumber, wood panels, lami-
nated wood products and specialty products. The company also distributes
printing papers and industrial and office supplies and also invests in oil and
gas and real estate properties.
MINNESOTA MINING AND MANUFACTURING COMPANY
Minnesota Mining & Manufacturing Company, headquartered in St. Paul, Minneso-
ta, manufactures industrial, electronic, health, consumer and information-im-
aging products for distribution worldwide. The company's products include ad-
hesives, abrasives, laser imagers and "Scotch" brand products.
J.P. MORGAN & COMPANY, INC.
J.P. Morgan & Company, Inc., headquartered in New York, New York, is a global
range of advisory, financing, trading, investment and related capabilities.
PHILIP MORRIS COMPANIES, INC.
Philip Morris Companies, Inc., headquartered in New York, New York, is the
world's largest producer and marketer of consumer packaged goods. Its five
principal operating companies are Kraft Foods, Inc., Miller Brewing Company,
Philip Morris International Inc., Philip Morris U.S.A. and Philip Morris Capi-
tal Corporation.
Distributions
INCOME AND CAPITAL DISTRIBUTIONS
Cash dividends received by the Trust will be paid each June 30 and December 31
("Income Distribution Dates") to Unitholders of record each June 15 and Decem-
ber 15 ("Income Record Dates"), respectively. Rollover Unitholders (as defined
below) will generally receive upon liquidation their pro rata portion of the
Income Account as Units of the New Trust (as defined below). Distributions of
funds in the Capital Account, if any, will be made as part of the final liqui-
dation distribution, if applicable, 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) 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 Pro-
spectus. 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 liq-
uidating distribution, automatically reinvested in additional Units of the
Trust subject only to applicable remaining deferred sales charge payments. See
"Distributions to Unitholders" in Part B of this Prospectus.
---
6
<PAGE>
Investing in the Trust
SALES CHARGE
The maximum sales charge of % of the public offering price consists of an
initial sales charge equal to the difference between the maximum sales charge
of % and the maximum remaining deferred sales charge, initially $ per
Unit, and any remaining deferred sales charge. Unitholders will be assessed a
deferred sales charge of $ per Unit, payable on the last business day of
each month, over the period commencing , 1998 through ,
1998 (the "First Year Deferred Period") and again over the period commencing
, 1999 through , 1999 (the "Second Year Deferred Period").
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 invest-
ors are entitled to purchase Units at reduced sale charges. See "Public Offer-
ing Price" in Part B of this Prospectus. Sales charges for larger single
transactions (including deferred sales charge) are as follows:
- -------------------------------------------------------------------------------
SALES CHARGES
<TABLE>
<CAPTION>
FIRST SECOND TOTAL PER-
YEAR YEAR MAXI- CENT***
NUMBER INITIAL DEFERRED DEFERRED MUM OF NET
OF SALES SALES SALES SALES AMOUNT
UNITS* CHARGE** CHARGE CHARGE CHARGE++ INVESTED
------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Less than 5,000................... % $ $ % %
5,000 to 9,999.................... % $ $ % %
10,000 to 24,999.................. % $ $ % %
25,000 to 49,999.................. % $ $ % %
50,000 to 99,999.................. % $ $ % %
100,000 or more................... % $ $ % %
Wrap Accounts..................... % $ $ % %
Rollover
(per Unit)....................... % $ $ % %
</TABLE>
*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.
**Based upon a $10.00 Public Offering Price. This will fluctuate based upon
the Public Offering Price of the Units at the time of purchase and the date of
purchase.
***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.
+All Units of the Trust will be subject to the applicable deferred sales
charge per Unit regardless of sale charge discounts. Investors who, as a re-
sult of sale charge discounts, are eligible to purchase Units subject to a
maximum total sales charge less than the applicable maximum deferred sales
charge will be credited the difference between these amount at the time of
purchase.
++The Public Offering Price per Unit is rounded to the nearest cent and ac-
cordingly the actual sales charge paid by an investor may be slightly greater
or less than the amount reflected.
UNITHOLDERS WHO ELECT TO ROLL THEIR UNITS INTO A NEW SERIES OF THE TRUST OR A
TRUST WITH A SIMILAR INVESTMENT STRATEGY DURING THE INTERIM SPECIAL REDEMPTION
AND LIQUIDATION PERIOD (AS DESCRIBED UNDER "SPECIAL REDEMPTION, LIQUIDATION
AND INVESTMENT IN A NEW TRUST") OR UNITHOLDERS WHO SELL OR REDEEM THEIR UNITS
AT OR BEFORE THE SECOND YEAR COMMENCEMENT DATE WILL NOT BE ASSESSED THE DE-
FERRED SALES CHARGE OF $ PER UNIT FOR THE SECOND YEAR DEFERRED PERIOD AND
ACCORDINGLY THE SALES CHARGES PAID BY THOSE UNITHOLDERS SHALL BE LESS THAN THE
TOTAL MAXIMUM SALES CHARGE INDICATED ABOVE.
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 pro-
vided below. Dealer firms are entitled to receive an additional concession in
accordance with the schedule provided below for Units that are continued to be
held after the Second Year Commencement Date by Unitholders that purchased
such Units through the respective Dealer firm:
- -------------------------------------------------------------------------------
DEALER CONCESSIONS
<TABLE>
<CAPTION>
ADDITIONAL APPROXIMATE
CONCESSION TOTAL
FOR UNITS % DISCOUNT
HELD AFTER PER UNIT
SECOND FOR UNITS
YEAR HELD AFTER
NUMBER COMMENCE- SECOND YEAR
OF MENT DATE COMMENCE- $ DISCOUNT
UNITS* PER UNIT MENT DATE** PER UNIT
------ ---------- ----------- ----------
<S> <C> <C> <C>
Less than 5,000.............................. % $ %
5,000 to 9,999...............................
10,000 to 24,999.............................
25,000 to 49,999.............................
50,000 to 99,900.............................
100,000 or more..............................
Rollover.....................................
Wrap Accounts................................
</TABLE>
---
7
<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.
**Based upon a $10.00 Public Offering Price. This percentage will fluctuate
based upon the Public Offering Price of the Units at the time of purchase.
Hypothetical Performance Information
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 in-
vested in the common stocks chosen by The Dow 10 Model (but not a Trust) in
each of the 16 years listed below, as of the business day prior to the begin-
ning of each year for the returns provided in the "1 Year" column ("One Year
Strategy Returns") below and as of the business day prior to the beginning of
every other year commencing December 31, 1972, for the returns provided in the
"2 Year" column ("Two Year Strategy Returns").
The returns shown herein are not guarantees of future performance and should
not be used as a predictor of returns to be expected in connection with the
Trust. The common stocks selected by The Dow 10 Model underperformed the S&P
500 and/or the DJIA in certain years. Accordingly, there can be no assurance
that a Trust's portfolio will outperform the S&P 500 or the DJIA over the life
of a Trust or over consecutive rollover periods, if available.
A holder of units in a Trust would not necessarily realize as high a total re-
turn on an investment in stocks upon which the hypothetical returns are based
for the following reasons among others: the total return figures shown do not
reflect sales charges, commissions, Trust expenses or taxes; the Trust is es-
tablished 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 Dow 10 Model;
past performance is not indicative of future results; 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>
ANNUALIZED
HYPOTHETICAL
THE DOW 10
ONE AND TWO
YEAR STRATEGY
RETURNS(1) S&P 500 DJIA
-------------- TOTAL TOTAL
YEAR 1 YEAR 2 YEAR RETURNS RETURNS
- ---- ------ ------ ------- -------
<S> <C> <C> <C> <C>
1973............................................. 4.01% 4.01% % -10.55%
1974............................................. -1.02% -9.95% % -17.13%
1975............................................. 56.10% 56.10% % 47.10%
1976............................................. 35.18% 38.44% % 31.47%
1977............................................. -1.95% -1.74% % -11.77%
1978............................................. 0.24% 9.09% % 2.66%
1979............................................. 12.99% 12.99% % 10.52%
1980............................................. 27.23% 30.40% % 21.41%
1981............................................. 7.51% 7.51% % -3.40%
1982............................................. 26.04% 26.96% % 25.84%
1983............................................. 38.75% 38.75% % 25.68%
1984............................................. 5.95% 7.36% % 1.07%
1985............................................. 29.43% 29.43% % 32.83%
1986............................................. 34.80% 29.58% % 26.96%
1987............................................. 6.07% 6.07% % 6.00%
1988............................................. 24.33% 24.03% % 15.97%
1989............................................. 26.46% 26.46% % 31.74%
1990............................................. -7.57% -1.23% % -0.61%
1991............................................. 34.84% 34.84% % 23.99%
1992............................................. 7.48% 13.12% % 7.37%
1993............................................. 27.26% 27.26% % 16.74%
1994............................................. 3.88% 7.36% % 4.94%
1995............................................. 34.92% 34.92% % 36.47%
1996............................................. 27.99% 31.99% % 28.80%
1997............................................. 21.69% 21.69% % 24.93%
1998 thru 3/31................................... 9.17% % % 11.73%
</TABLE>
(1) The Dow 10 Model common stocks for the "1 Year" column above were selected
by applying The Dow 10 Model on the business day prior to the beginning of
each year. The Dow 10 Model includes common stocks listed in the DJIA and S&P
500. The Dow 10 Model common stocks for the "2 Year" column above were se-
lected by applying the Dow 10 Model as of the business day prior to the begin-
ning of each two year period commencing in December 31, 1972. The hypothetical
total returns for the Two Year Strategy would be different if the portfolios
were determined in years other than those selected.
(2) Total return represents the change in market price for the one-year period
plus dividends, divided by the initial price for a given year, for each group
of stocks. 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. From 1973 through 1997, the average
annual total returns for the 1 Year and 2 Year Strategies of The Dow 10 Model
were % and %, respectively while the S&P 500 and the DJIA achieved av-
erage annual total returns of % and %, respectively. The average an-
nual total returns for The Dow 10 Model for the one year, five year, ten year,
fifteen year, twenty year and twenty-five year periods ended December 31, 1997
were 19.50%, 20.70%, 17.26%, 18.22%, 16.75% and 16.23%, respectively. These
hypothetical results represent the past performance of The Dow 10 Model and
not the actual Trust. Past performance does not guarantee future results. Al-
though 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 per-
formance over its life or over consecutive rollover periods, if available.
---
8
<PAGE>
SUPPOSE YOU HAD INVESTED $10,000 ON JANUARY 1, 1973?
ONE YEAR STRATEGY
TWO YEAR STRATEGY
The mountain chart appearing here shows the past performance of the DJIA as
$ and The Dow 10 Model as $ , both as of December 31, 1997.
The charts above represent hypothetical past performance of The Dow 10 Model
(but not the Trust), the S&P 500 and the DJIA from January 1, 1973 through De-
cember 31, 1997 and should not be considered indicative of future results. The
charts assume that all dividends are reinvested and does not reflect sales
charges, commission, expenses or taxes. The returns for The Dow 10 Model re-
flect the adjustment of the securities included in The Dow 10 Model every year
for the table entitled "One Year Strategy" and every two years beginning De-
cember 31, 1972 for the table entitled "Two Year Strategy," in accordance with
The Dow 10 Model, and they do not indicate the actual performance of any in-
vestment product. There can be no assurance that the Trust will outperform the
S&P 500 or the DJIA over its life or over consecutive rollover periods, if
available.
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. However, Unitholders who elect to roll their
Units into a new series of the Trust or a trust with a similar investment
strategy during the Interim Special Redemption and Liquidation Period or
Unitholders who sell or redeem their Units at or before the Second Year Com-
mencement Date will not be assessed a deferred sales charge for the Second
Year Deferred Period and, accordingly, are only responsible for the remaining
deferred sales charge for the First Year Deferred Period. 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 Of-
fering Price" in Part B of this Prospectus.
SPECIAL REDEMPTION, LIQUIDATION AND INVESTMENT IN A NEW TRUST
The Sponsor intends to create separate series of the Trust (the "New Trusts")
approximately 13 months after the Initial Date of Deposit of the Trust and
also in conjunction with the termination of the Trust (approximately 26 months
after the Initial Date of Deposit). The portfolio of the New Trusts will con-
tain common stocks that are selected by the Sponsor using the same criteria
and investment philosophy employed by this series of the Trust. Unitholders
may elect to have their proceeds reinvested into a New Trust, if available,
approximately 13 months or 26 months after the Initial Date of Deposit by no-
tifying the Trustee of this election by the Interim Rollover Notification Date
("Interim Rollover") or the Final Rollover Notification Date ("Final
Rollover"), respectively. Such a Unitholder's Units will be 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 trust is offered and Units are available. Cash
not invested in a New Trust or other eligible trust will be distributed.
(Unitholders electing to have their proceeds reinvested during the Interim
Rollover shall be referred to herein as "Interim Rollover Unitholders"; those
electing to do so during the Final Rollover shall be referred to herein as
"Final Rollover Unitholders" and each shall collectively be referred to as
"Rollover Unitholders.") Rollover Unitholders therefore will generally not re-
ceive an interim or final liquidation distribution (other than cash not in-
vested in a New Trust or other eligible trust), but will receive Units in a
New Trust or other eligible trust. On August 5, 1997, legislation (the "Act")
was enacted that reduces the maximum stated marginal tax rate for certain cap-
ital gains for investments held for more than 18 months to 20% (10% in the
case of certain taxpayers in the lowest tax bracket). Generally, Final
Rollover Unitholders would qualify for such tax treatment whereas Interim
Rollover Unitholders would
---
9
<PAGE>
be subject to a maximum stated marginal tax rate of 28% on long-term capital
gains resulting from ownership of Units. See "Tax Status" in Part B of this
Prospectus. Potential investors should consult their tax advisors regarding
the potential effect of the Act on their investment in Units. In addition, 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. See "Tax Status" in Part B of this Pro-
spectus. 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 and certain capital distri-
butions from the Trust can be reinvested at a reduced sales charge into addi-
tional Units of the Trust. See "Distributions of Unitholders" and "Accumula-
tion Plan" in Part B of this Prospectus. For more information about Nuveen in-
vestment 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, the Capital and Income Accounts of
the Trust plus a sales charge as set forth above in "Investing in the Trust--
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 Pro-
spectus. Any applicable 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 no-
tice of the termination to Unitholders which will specify when certificates
may be surrendered. Unitholders not electing the "Rollover Option" will re-
ceive a cash distribution within a reasonable time after the Trust's termina-
tion. See "Distributions to Unitholders" and "Other Information--Termination
of Indenture" in Part B of this Prospectus.
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 in-
vestors have trusted Nuveen to help them maintain the lifestyle they currently
enjoy.
The prospectus describes in detail the investment objectives, policies and
risks of the Trust. We invite you to discuss the contents with your financial
adviser, or you may call us at 800-257-8787 for additional information.
---
10
<PAGE>
- -------------------------------------------------------------------------------
NUVEEN--THE DOW 10 PORTFOLIO, MAY 1998
(Nuveen Unit Trusts, Series 14)
Schedule of Investments at the Initial Date of Deposit, May , 1998
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE MARKET COST OF CURRENT
NUMBER OF NAME OF ISSUER OF SECURITIES OFFERING VALUE PER SECURITIES TO DIVIDEND
SHARES (TICKER SYMBOL)(1) PRICE SHARE TRUST(2) YIELD(3)
- ----------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
AT&T Corporation (T) % $ $ $
Chevron Corporation (CHV)
E.I. du Pont de Nemours & Company (DD)
Eastman Kodak Company (EK)
Exxon Corporation (XON)
General Motors Corporation (GM)
International Paper Company (IP)
Minnesota Mining & Manufacturing Company (MMM)
J.P. Morgan & Company, Inc. (JPM)
Philip Morris Companies, Inc. (MO)
--- --- ---------- ------
100%
=== === ========== ======
</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 Securi-
ties were entered into by the Sponsor on , 1998.
(2) The cost of the Securities to the Trust represents the aggregate under-
lying value with respect to the Securities acquired (generally determined
by the last sale prices of the listed Securities on the business day pre-
ceding the Initial Date of Deposit). The valuation of the Securities has
been determined by the Trustee. The aggregate underlying value of the Se-
curities on the Initial Date of Deposit was $ . Cost and gain or
(loss) to Sponsor relating to the Securities sold to the Trust were
$ and $ , respectively.
(3) Current Dividend Yield for each Security was calculated by annualizing the
last quarterly or semi-annual ordinary dividend declared on that Security
and dividing the result by that Security's closing sale price on the busi-
ness day prior to the Initial Date of Deposit.
---
11
<PAGE>
- -------------------------------------------------------------------------------
NUVEEN--THE DOW 10 PORTFOLIO, MAY 1998
(Nuveen Unit Trusts, Series 14)
Statement of Condition at the Initial Date of Deposit, May , 1998
TRUST PROPERTY
<TABLE>
<S> <C>
Investment in Equity Securities represented by purchase con-
tracts(1)(2)....................................................... $
Organizational and offering costs(3)................................
---------
Total......................................................... $
=========
LIABILITIES AND INTEREST OF UNITHOLDERS
LIABILITIES:
Deferred sales charge(4).......................................... $
Accrued organizational and offering costs(3)......................
---------
Total......................................................... $
=========
INTEREST OF UNITHOLDERS:
Unit of fractional undivided interest outstanding ( )
Cost of investors(5).............................................. $
Less: Gross underwriting commission(6)..........................
---------
Net amount applicable to investors................................
=========
Total......................................................... $
=========
</TABLE>
- ---------
(1) Aggregate cost of Securities listed under "Schedule of Investments" is
based on their aggregate underlying value.
(2) An irrevocable letter of credit has been deposited with the Trustee as
collateral, which is sufficient to cover the monies necessary for the pur-
chase of the Securities pursuant to contracts for the purchase of such Se-
curities.
(3) The Trust (and therefore Unitholders) will bear all or a portion of its
estimated organizational and offering costs which will be deferred and am-
ortized over the first 18 months of the Trust. The estimated organization
and offering costs are based upon an estimate that 2,000,000 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 ($
per Unit), payable to the Sponsor in ten equal monthly installments of
$ per Unit beginning on , 1998, and on the last business day
of each month thereafter through , 1998. Unitholders who hold
their Units after the Second Year Commencement Date will be assessed an
additional deferred sales charge ($ per Unit) for the Second Year De-
ferred Period. Such deferred sales charge is not represented in the amount
reflected.
(5) Aggregate Public Offering Price computed as set forth under "Public Offer-
ing Price" in Part B of this Prospectus.
(6) The gross underwriting commission of 4.50% of the Public Offering Price
includes both an up-front and a deferred sales charge and has been calcu-
lated on the assumption that the Units sold are not subject to a reduction
of sales charge for quantity purchases and that all Units are held after
the Second Year Commencement Date. In single transactions involving 5,000
Units or more, the sales charge is reduced. In addition, Unitholders who
elect to roll their Units into a new series of the Trust or a trust with a
similar investment strategy during the Interim Special Redemption and Liq-
uidation Period or Unitholders who sell or redeem their Units at or before
the Second Year Commencement Date will not be assessed a deferred sales
charge for the Second Year Deferred Period and, accordingly, are only re-
sponsible for the remaining deferred sales charge for the First Year De-
ferred Period. (See "Public Offering Price" in Part B of this Prospectus.)
---
12
<PAGE>
Report of Independent Public Accountants
To the Board of Directors of John Nuveen & Co. Incorporated and Unitholders of
Nuveen Unit Trusts, Series 14:
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 Trusts, Series 14 (Nuveen--The Dow 10 Portfolio, May 1998), as of
May , 1998. These financial statements are the responsibility of the Spon-
sor. 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 stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of mate-
rial misstatement. An audit includes examining, on a test basis, evidence sup-
porting the amounts and disclosures in the financial statements. Our proce-
dures included confirmation of the irrevocable letter of credit arrangement
for the purchase of securities, described in Note (2) to the statement of con-
dition, 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 Trusts, Series 14 (Nuveen--The Dow 10
Portfolio, May 1998), as of May , 1998, in conformity with generally ac-
cepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
May , 1998.
---
13
<PAGE>
(This page has been left blank intentionally.)
---
14
<PAGE>
NUVEEN UNIT TRUSTS
NUVEEN EQUITY UNIT TRUST PROSPECTUS --
PART B
(GENERAL TERMS)
MAY , 1998
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 $1,000 or 100
Units ($500 or nearest whole number of Units whose value is less than $500 for
Education IRA purchases), whichever is less.
THIS NUVEEN UNIT TRUST SERIES consists of the underling separate unit
investment trusts set forth in the respective 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 described in the applicable Part A of the Prospectus (see
"Schedule of Investments" in Part A of the Prospectus). Except in specific
instances as noted in Part A of the 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."
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, if applicable, and in
certain circumstances, earlier.
THE PUBLIC OFFERING PRICE per Unit of each Trust during the initial offering
period is generally 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 the 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 and is rounded to the nearest cent. The Secondary Market Public
Offering Price per Unit for each Trust will generally 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 the 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 value of
<PAGE>
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 applicable remaining
deferred sales charge at the time of redemption. (See "MARKET FOR UNITS.")
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
NUVEEN UNIT TRUSTS......................................................... 4
COMPOSITION OF TRUSTS...................................................... 5
RISK FACTORS............................................................... 5
PUBLIC OFFERING PRICE...................................................... 7
MARKET FOR UNITS........................................................... 9
EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT.................... 10
TAX STATUS................................................................. 10
RETIREMENT PLANS........................................................... 15
TRUST OPERATING EXPENSES................................................... 15
DISTRIBUTIONS TO UNITHOLDERS............................................... 15
ACCUMULATION PLAN.......................................................... 17
REPORTS TO UNITHOLDERS..................................................... 17
UNIT VALUE AND EVALUATION.................................................. 17
DISTRIBUTIONS OF UNITS TO THE PUBLIC....................................... 18
OWNERSHIP AND TRANSFER OF UNITS............................................ 19
REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATES...................... 19
REDEMPTION................................................................. 20
SPECIAL REDEMPTION, LIQUIDATION AND INVESTMENT IN A NEW TRUST.............. 22
PURCHASE OF UNITS BY THE SPONSOR........................................... 23
REMOVAL OF SECURITIES FROM THE TRUSTS...................................... 24
INFORMATION ABOUT THE TRUSTEE.............................................. 24
LIMITATIONS ON LIABILITIES OF SPONSOR AND TRUSTEE.......................... 24
SUCCESSOR TRUSTEES AND SPONSORS............................................ 25
INFORMATION ABOUT THE SPONSOR.............................................. 25
OTHER INFORMATION.......................................................... 26
LEGAL OPINION.............................................................. 26
AUDITORS................................................................... 27
SUPPLEMENTAL INFORMATION................................................... 27
</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 the companies described in the
applicable Part A of the Prospectus, together with funds represented by an
irrevocably 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 Trust. See also, "TRUST STRATEGIES" and "RISK
FACTORS" in Part A of the Prospectus.
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.
The Sponsor may realize a profit (or sustain a loss) as of the opening of
business on the Initial Date of Deposit resulting from the difference between
the purchase prices of the Securities and the cost of such Securities to the
Trust, which is based on the evaluation of the Securities as of the opening of
4
<PAGE>
business on the Initial Date of Deposit. (See "Schedule of Investments" in
Part A of this Prospectus.) The Sponsor may also be considered to have
realized a profit or to have sustained a loss, as the case may be, in the
amount of any difference between the cost of the Securities to the Trust
(which is based on the Evaluator's determination of the aggregate offering
price of the underlying Securities of the Trust) on the subsequent date(s) of
deposit and the cost of such Securities to Nuveen, if applicable.
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.
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.
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
5
<PAGE>
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
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 Trust have a right to receive 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 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 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 Trust 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 stock 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 a 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 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 Trust 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 Trust will be adversely affected if trading markets for
the Securities are limited or absent.
Year 2000 Problem. Like other investment companies, financial and business
organizations and individuals around the world, the Trust could be adversely
affected if the computer systems used by the Sponsor or Trustee or other
service providers to the Trust do not properly process and calculate date-
related information and data from and after January 1, 2000. This is commonly
known as the "Year 2000 Problem." The Sponsor and Trustee are taking steps
that they believe are reasonably designed to address
6
<PAGE>
the Year 2000 Problem with respect to computer systems that they use and to
obtain reasonable assurances that comparable steps are being taken by the
Trust's other service providers. At this time, however, there can be no
assurance that these steps will be sufficient to avoid any adverse impact to
the Trust.
The Year 2000 Problem is expected to impact corporations and other parties,
which may include issuers of the Securities contained in the Trust, to varying
degrees based upon various factors, including, but not limited to, their
industry sector and degree of technological sophistication. The Sponsor is
unable to predict what impact, if any, the Year 2000 Problem will have on
issuers of the Securities contained in the Trust.
Legislation. At any time after the Initial Date of Deposit, legislation may
be enacted, with respect to the Securities in the Trust or the issuers of the
Securities. Changing approaches to regulation, particularly with respect to the
environment, may have a negative impact on certain companies represented in the
Trust. There can be no assurance that future legislation, regulation or
deregulation will not have a material adverse effect on the Trust or will not
impair the ability of the issuers of the Securities to achieve their business
goals.
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 as set forth in Part A of the Prospectus per Unit and the
maximum remaining deferred sales charge as set forth in Part A of the
Prospectus and is rounded to the nearest cent. For Units created on the Initial
Date of Deposit no sales charge will apply. Commencing on those dates set forth
under "Investing in the Trust--Sales Charges" in Part A of this Prospectus, a
deferred sales charge in an amount described in Part A of the Prospectus 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. If so provided
in Part A of the Prospectus, Unitholders who elect to roll their Units into a
new series of the Trust or a trust with a similar investment strategy during
the Interim Special Redemption and Liquidation Period (as described under
"Special Redemption, Liquidation and Investment in a New Trust" in Part A of
the Prospectus) or Unitholders who sell or redeem their Units at or before the
Second Year Commencement Date (as defined in Part A of the Prospectus) will not
be assessed a deferred sales charge for the Second Year Deferred Period (as
defined in Part A of the Prospectus) and accordingly are only responsible for
the remaining deferred sales charges for the First Year Deferred Period (as
defined in Part A of the Prospectus). The deferred sales charges 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 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 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
7
<PAGE>
be applied toward the intended specified amount and that will receive the
corresponding reduced sales charge are those Units that are acquired through
or from the sponsor. By establishing a letter of intent, a Unitholder agrees
that the first purchase of Units following the execution of such letter of
intent will be at least 5% of the total amount of the intended aggregate
purchases expressed in such Unitholder's letter of intent. Further, through
the establishment of the letter of intent, such Unitholder agrees that Units
representing 5% of the total amount of the intended purchases will be held in
escrow by the Trustee pending completion of these purchases. All distributions
on Units held in escrow will be credited to such Unitholder's account. If
total purchases prior to the expiration of the letter of intent period equal
or exceed the amount specified in a Unitholder's letter of intent, the Units
held in escrow will be transferred to such Unitholder's account. A Unitholder
who purchases Units during the letter of intent period in excess of the number
of Units specified in a Unitholder's letter of intent, the amount of which
would cause the Unitholder to be eligible to receive an additional sales
charge reduction will be allowed such additional sales charge reduction on the
purchase of Units which caused the Unitholder to reach such new breakpoint
level and on all additional purchases of Units during the letter of intent
period. If the total purchases are less than the amount specified, the
Unitholder involved must pay the sponsor an amount equal to the difference
between the amounts paid for these purchases and the amount 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 described 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 Trustee's determination of the aggregate
value of each Security in the Trust (generally determined by the closing sale
prices of listed Securities and the bid prices of over-the-counter traded
Securities) a sales charge as set forth in Part A of this Prospectus. See
"UNIT VALUE AND EVALUATION." The secondary market sales charge is reduced with
respect to quantity purchases in such amounts set forth in Part A of this
Prospectus.
Pursuant to the terms of the Indenture, the Trustee may terminate a Trust if
the net asset value of such Trust, as shown by any evaluation, is less than
20% of the 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 ("Evaluation Time"). 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,
8
<PAGE>
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., and The John Nuveen
Company, including in each case these individuals and their immediate family
members (as defined above). However, if Part A of the Prospectus provides for
a Second Year Deferral Sales Charge (as defined in Part A of the Prospectus)
such Unitholders that hold their Units after the Second Year Commencement Date
(as defined in Part A of the Prospectus) will be subject to the Second Year
Deferred Sales Charge as set forth in "Sales Charge" in Part A of the
Prospectus. 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 a reduced sales charge as described for "wrap
accounts" under "Sales Charge" in Part A of the Prospectus 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.
During the initial offering period, unitholders of any Nuveen-sponsored unit
investment trust may utilize their redemption or termination proceeds to
purchase Units of a Trust with the sales charge applicable for "Rollovers" as
provided in Part A of the Prospectus.
Whether or not Units are being offered for sale, the Sponsor will determine
or cause to be determined the aggregate value of each Trust as of 4:00 p.m.
eastern time: (i) on each June 30 or December 31 (or, if such date is not a
business day, the last business day prior thereto), (ii) on any day on which a
Unit is tendered for redemption (or the next succeeding business day if the
date of tender is a non-business day) and (iii) at such other times as may be
necessary. For this purpose, a "business day" shall be any day on which the
Exchange is normally open. (See "UNIT VALUE AND EVALUATION.")
MARKET FOR UNITS
During the initial public offering period, the Sponsor intends to offer to
purchase Units of each Trust at a price 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
9
<PAGE>
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. However, if so provided in Part A of the Prospectus, Unitholders
who elect to roll their Units into a new series of the Trust or a trust with a
similar investment strategy during the Interim Special Redemption and
Liquidation Period or Unitholders who sell or redeem their Units at or before
the Second Year Commencement Date will not be assessed a deferred sales charge
for the Second Year Deferred Period and accordingly are only responsible for
the remaining deferred sales charges for the First Year Deferred Period. (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 generally purchase Units from the broker or dealer at the
Redemption Price (as defined in "REDEMPTION") 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.
In maintaining a market for the Units, the Sponsor will realize profits or
sustain losses in the amount of any difference between the price at which
Units are purchased and the price at which Units are resold or redeemed. The
secondary market Public Offering Price of Units may be greater or less than
the cost of such Units to the Sponsor.
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 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 discussion 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 each of the assets of the Trust under the Code; and the
income of the Trust will be treated as income of the Unitholders thereof
10
<PAGE>
under the Code. Each Unitholder will be considered to have received his pro
rata portion of income derived from each Trust asset when such income is
considered to be received by the Trust. A Unitholder will be considered to
have received all of the dividends paid on his pro rata portion of each
Security when such dividends are considered to be 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 stock 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 valuation 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.
Unitholders 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, the
holding period for such capital gain will be determined by the period of
time a Unitholder has held his or her Units.
3. A Unitholder's portion of gain, if any, upon the sale or redemption of
Units or the disposition of Securities held by the Trust will generally be
considered a capital gain (except in the case of a dealer or a financial
institution). 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) 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 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. Unitholders should consult their tax advisers regarding the
recognition of gains and losses for Federal income tax purposes.
Deferred Sales Charge. Generally the tax basis of a Unitholder includes
sales charges, and such charges are not deductible. A portion of the sales
charge is deferred. It is possible that for Federal income tax purposes, a
portion of the deferred sales charge may be treated as interest which would be
deductible by a Unitholder subject to limitations on the deduction of
investment interest. In such case, the non-interest portion of the deferred
sales charge 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 246A 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
11
<PAGE>
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 and during the period
specified in Section 246(c) of the Code). Final regulations have 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 loans
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.
To the extent dividends received by the Trust are attributable to foreign
corporations, a corporation that owns Units will not be entitled to the
dividends received deduction with respect to its pro rata portion of such
dividends, since the dividends received deduction is generally available only
with respect to dividends paid by domestic corporations.
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 gain (which is defined as net long-term
capital gain over net short-term capital loss for the taxable year) is subject
to a maximum marginal stated tax rate of either 28% or 20%, depending upon the
holding periods of the capital assets. Capital gain or loss is long-term if
the holding period for the asset is more than one year, and is short-term if
the holding period for the asset is one year or less. Generally, capital gains
realized from assets held for more than one year but not more than 18 months
are taxed at a maximum marginal stated tax rate of 28% and capital gains
realized from assets (with certain exclusions) held for more than 18 months
are taxed at a maximum marginal stated tax rate of 20% (10% in the case of
certain taxpayers in the lowest tax bracket). Further, capital gains realized
from assets held for one year or less are taxed at the same rates as ordinary
income. Legislation is currently pending that provides the appropriate
methodology that should be applied in netting the realized capital gains and
losses. Such legislation is proposed to be effective retroactively for tax
years ending after May 6, 1997. The date on which a Unit is acquired (i.e.,
the "trade date") is excluded for purposes of determining the holding
12
<PAGE>
period of a Unit. 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.
In addition, please note that capital gains may be recharacterized 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.
The Taxpayer Relief Act of 1997 (the "1997 Act") includes provisions that
treat certain transactions designed to reduce or eliminate risk of loss and
opportunities for gain (e.g., short sales, offsetting notional principal
contracts, futures or forward contracts or similar transactions) as
constructive sales for purposes of recognition of gain (but not loss) and for
purposes of determining the holding period. 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
13
<PAGE>
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 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 by the Trust in accordance with the proportion of the fair
market values of such Securities on the valuation date nearest the date his
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.
14
<PAGE>
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.
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. 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) and losses or
liabilities accruing to the Trustee without negligence, bad faith or willful
misconduct on its part. The Trustee is empowered to sell Securities in order
to pay these amounts if funds are not otherwise available in the applicable
Income and Capital Accounts.
DISTRIBUTIONS TO UNITHOLDERS
The Trustee will distribute any net income received with respect to any of
the Securities in a Trust on or about the Income Distribution Dates to
Unitholders of record on the preceding Income Record Date. See "Distributions"
in Part A of this Prospectus. Persons who purchase Units will commence
15
<PAGE>
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 if the amount available for distribution equals at least $1.00 per
100 Units ("Capital Distribution Dates") to Unitholders of record on the
fifteenth day of each applicable month ("Capital Record Dates"). 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). A Unitholder's pro rata portion of the Capital Account, less
expenses, will be distributed as part of the final liquidation distribution.
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
"REDEMPTION" 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 or interim
liquidating distribution for Interim Rollover Unitholders, automatically
reinvested in additional Units of such Trust. Each person who purchases Units
of a Trust may elect to participate in the reinvestment option by notifying
the Trustee in writing of their election. Reinvestment may not be available in
all states. Notification to the Trustee must be received within 10 days prior
to the Record Date for such distributions. Each subsequent distribution of
income and/or capital, as selected by the Unitholder will be automatically
applied by the Trustee to purchase additional Units of a Trust. The remaining
deferred sales charge payments will be assessed on Units acquired pursuant to
reinvestment. It should be remembered that even if distributions are
reinvested, they are still treated as distributions for income tax purposes.
16
<PAGE>
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 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; (3) dividends receivable on the Securities trading ex-dividend
as of the date of computation; (4) amounts representing organizational
expenses paid from the Trust less amounts representing accrued organizational
expenses of the Trust; and (5) all other assets of the Trust; and deducting
therefrom: (1) amounts representing any applicable taxes or governmental
charges and amounts due the Sponsor or Trustee for indemnification or
extraordinary expenses payable out of such Trust for which no deductions had
been made for the purpose of additions to the Reserve Account; (2) any amounts
owing to the Trustee for its advances; (3) an amount representing estimated
accrued expenses of the Trust, including, but not limited to, unpaid fees and
expenses of the Trustee (including legal fees) and the Sponsor; (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 and rounded to the
17
<PAGE>
nearest cent to determine the per Unit value ("Unit Value") of such Trust. The
Trustee may determine the aggregate value of the Securities in the Trust in
the following manner: if the Securities are listed on a securities exchange of
the NASDAQ National Market System, this evaluation is generally based on the
closing sale price 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.
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 tune 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 $1,000 or 100
Units ($500 or nearest whole number of Units whose value is less than $500 for
Education IRA purchases), 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.
For Units purchased during the initial offering period by Unitholders who
utilize redemption or termination proceeds from other Nuveen-sponsored unit
investment trusts and receive the sales charge applicable for "Rollovers" as
described in Part A of the Prospectus, dealers are entitled to receive the
concession applicable for "Rollovers" as provided in Part A of the Prospectus.
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.
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>
18
<PAGE>
Only sales through the Sponsor qualifying 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. 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
19
<PAGE>
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 ("Redemption Price"). The price received upon redemption may
be more or less than the amount paid by the Unitholder depending on the value
of the Securities on the date of tender. Units subject to a deferred sales
charge which are tendered for redemption prior to such time as the entire
deferred sales charge on such Units has been collected will be assessed the
amount of the remaining deferred sales charge at the time of redemption.
However, if so provided in Part A of the Prospectus, Unitholders who elect to
roll their Units into a new series of the Trust or a trust with a similar
investment strategy during the Interim Special Redemption and Liquidation
Period or Unitholders who sell or redeem their Units at or before the Second
Year Commencement Date will not be assessed a deferred sales charge for the
Second Year Deferred Period and accordingly are only responsible for the
remaining deferred sales charges for the First Year Deferred Period. In
addition, in the event of the death of a Unitholder within the one-year period
prior to redemption, any deferred sales charge remaining at the time of
redemption shall be waived. 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
20
<PAGE>
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 may be
required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's
tax identification number in the manner required by such regulations. 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; (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.
21
<PAGE>
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 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.
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 appropriate 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
appropriate 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 appropriate 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 appropriate Special Redemption and
Liquidation Period. The Sponsor does not anticipate that the period will be
longer than one or two days, given that the Securities are usually highly
liquid. The liquidity of any Security depends on the daily trading volume of
the Security and the amount that the Sponsor has available for sale on any
particular day.
The Rollover Unitholders' proceeds will be invested in a New Trust or a
trust with a similar investment strategy (as selected by the Unitholder), if
then registered and being offered. The proceeds of redemption will be used to
buy New Trust units as the proceeds become available. Any Rollover Unitholder
may thus be redeemed out of a Trust and become a holder of an entirely
different trust, a New Trust, with a different portfolio of Securities. In
accordance with the Rollover Unitholders' offer to purchase the New Trust
units, the proceeds of the sales (and any other cash distributed upon
redemption) will be invested in a New Trust, at the public offering price,
including the applicable maximum sales charge per Unit for "Rollovers" as
specified in Part A of the Prospectus.
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
22
<PAGE>
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 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 the life of the Trust, at
which point a new portfolio is chosen. A similar process of redemption,
liquidation and investment in a New Trust may be available prior to the
Mandatory Termination Date of the Trust.
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
applicable Special Redemption and Liquidation may be an amount of cash
attributable to a Unitholder's final distribution of dividend income;
accordingly, Rollover Unitholders also will not have cash from this source
distributed to pay any taxes. See "Tax Status." On August 5, 1997, legislation
(the "Act") was enacted that reduces the maximum stated marginal tax rate for
certain capital gains for investments held for more than 18 months to 20% (10%
in the case of certain taxpayers in the lowest tax bracket). Potential
investors should consult their tax advisors regarding the potential effect of
the Act on their investment in Units. In addition, 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.
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 appropriate Special Redemption
and Liquidation Period. 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 and subsequent series of the Trusts.
The Sponsor may also modify, suspend or terminate the Rollover Option upon
notice to the Unitholders of such amendment at least 60 days prior to the
effective date of such amendment.
PURCHASE OF UNITS BY THE SPONSOR
The Trustee will notify the Sponsor of any tender of Units for redemption.
If the Sponsor's bid in the secondary market at that time equals or exceeds
the Redemption Price it may purchase such Units by notifying the Trustee
before the close of business on the second succeeding business day and by
23
<PAGE>
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 a 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 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 properties,
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 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.
24
<PAGE>
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 team of investment professionals is backed by the
discipline, resources and expertise of 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 eight 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
25
<PAGE>
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, without the consent
of 100% of the Unitholders, 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 an instrument executed by the
Sponsor and consented to by 66 2/3% of the Units of the Trust then outstanding.
The Trust may also be liquidated 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 as of the conclusion of the primary offering
period and may 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. 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 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 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 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.
26
<PAGE>
AUDITORS
The "Statement of Condition" and "Schedule of Investment" 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.
27
<PAGE>
(This page has been left blank intentionally.)
<PAGE>
NUVEEN UNIT TRUSTS
NUVEEN EQUITY UNIT TRUST
PROSPECTUS -- PART B
MAY , 1998
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
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 - THE DOW STRATEGY PORTFOLIO PROSPECTUS
MAY __, 1998
NUVEEN UNIT TRUSTS INFORMATION SUPPLEMENT
NUVEEN UNIT TRUSTS, SERIES 14
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 __, 1998. Capitalized terms have
been defined in the Prospectus.
<PAGE>
TABLE OF CONTENTS
Accumulation Plan
Information About the Sponsor
Dow Jones & Co., Inc.
<PAGE>
Accumulation Plan
The Sponsor, John Nuveen & Co. Incorporated, is also the principal
underwriter of the Accumulation Funds listed in the following table. Each of
these funds is an open-end, diversified management investment company into which
Unitholders may choose to reinvest Trust distributions automatically, without
any sales charge. Unitholders may reinvest both interest and 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) 321-7227. 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 Insurer 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
-3-
<PAGE>
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
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
Nuveen Rittenhouse Growth Fund
Money Market Funds
Nuveen California Tax-Free Money Market Fund
Nuveen Massachusetts Tax-Free Money Market Fund
-4-
<PAGE>
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 elect 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
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 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 consistent, attractive returns with moderated risk. Successful
value investing begins with in-depth
-5-
<PAGE>
research and a discerning eye for marketplace opportunity. Nuveen's team of
investment professionals is backed by the discipline, resources and expertise of
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 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
-6-
<PAGE>
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 8 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.
Dow Jones & Company, Inc.
The Trusts are not sponsored, endorsed, sold or promoted by Dow Jones &
Company, Inc. ("Dow Jones"). Dow Jones makes no representation or warranty,
express or implied, to the owners of the Trusts or any member of the public
regarding the advisability of investing in securities generally or in the Trusts
particularly. Dow Jones' only relationship to the Sponsor is the licensing of
certain trademarks, trade names and service marks of Dow Jones and of the Dow
Jones Industrial Average/sm/, which is determined, composed and calculated by
Dow Jones without regard to the Sponsor or the Trusts. Dow Jones has no
obligation to take the needs of the Sponsor or the owners of the Trusts into
consideration in determining, composing or calculating the Dow Jones Industrial
Average/sm/. Dow Jones is not responsible for and has not participated in the
determination of the timing of, prices at, or quantities of the Trusts to be
issued or in the determination or calculation of the equation by which the
Trusts are to be converted into cash. Dow Jones has no obligation or liability
in connection with the administration, marketing or trading of the Trusts.
DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
DOW JONES INDUSTRIAL AVERAGE/SM/ OR ANY DATA INCLUDED THEREIN AND DOW JONES
SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. DOW
JONES MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE
SPONSOR, OWNERS OF THE TRUSTS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE
DOW JONES INDUSTRIAL AVERAGE/SM/ OR ANY DATA INCLUDED THEREIN. DOW JONES MAKES
NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
DOW JONES INDUSTRIAL AVERAGE/SM/ OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING
ANY OF THE FOREGOING, IN NO EVENT SHALL DOW JONES HAVE ANY LIABILITY FOR ANY
LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES,
EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.
-7-
<PAGE>
STATEMENT OF DIFFERENCES BETWEEN ELECTRONIC FILING AND PRINTED DOCUMENT.
Pursuant to Rule 499(c) (7) under the Securities Act of 1933, Registrant
hereby identifies those differences in the foregoing document between the
electronic format in which it is filed and the printed form in which it will be
circulated:
(1) The printed and distributed prospectus may be paged differently because
the printed document may contain a different amount of information on each page
from that contained in the electronic transmission.
(2) In the printed document, footnote symbols may include a "dagger" or
multiple "dagger". The "dagger" symbol is represented as # in the electronic
document.
(3) The printed and distributed prospectus will not contain the preliminary
prospectus legend included at the beginning of the first prospectus page.
<PAGE>
Contents of Registration Statement
A. Bonding Arrangements of Depositor:
The Depositor has obtained the following Stockbrokers Blanket Bonds
for its officers, directors and employees:
Insurer/Policy No. Amount
Reliance Insurance Company
B 262 6895 $26,000,000
B. This Amendment of 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 for Nuveen Unit Trusts,
Series 4 and certain subsequent series, effective May 29, 1997 between
John Nuveen & Co. Incorporated, Depositor and The Chase Manhattan Bank,
Trustee and Evaluator (incorporated by reference to Amendment No. 1 to
Form S-6 [File No. 333-25225] filed on behalf of Nuveen Unit Trusts,
Series 4).
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).
- ------------------
/*/ 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.
S-1
<PAGE>
3.2 Opinion of counsel as to Federal income tax status of securities being
registered (to be supplied by amendment).
3.3 Opinion of counsel as to New York income tax status of securities being
registered (to be supplied by amendment).
3.4 Opinion of counsel as to advancement of funds by Trustee (to be supplied
by amendment).
4.2 Consent of The Chase Manhattan Bank (to be supplied by amendment).
4.4 Consent of Arthur Andersen LLP (to be supplied by amendment).
6.1 List of Directors and Officers of Depositor and other related information
(incorporated by reference to Exhibit E to Form N-8B-2 [File No. 811-
08103] filed on March 20, 1997 on behalf of Nuveen Unit Trusts, Series 1
and subsequent Series).
C. Explanatory Note
This Amendment No. 1 to the Registration Statement may 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.
D. Undertakings
1. With the exception of the information included in the 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.
S-2
<PAGE>
Signatures
----------
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Nuveen Unit Trusts, Series 14 has duly caused this Amendment of Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Chicago and State of Illinois on the 13th day of May,
1998.
NUVEEN UNIT TRUSTS, SERIES 14
(Registrant)
By JOHN NUVEEN & CO. INCORPORATED
(Depositor)
By /s/ H. William Stabenow
-----------------------------------------
Vice President
Attest /s/ Karen L. Healy
--------------------------------------------
Assistant Secretary
S-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
of Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title* Date
- ---------------------------- ------- ------------------
<S> <C> <C>
Timothy R. Schwertfeger Chairman, Board of Directors )
Chief Executive Officer )
and Director )
)
)
Anthony T. Dean President, Chief Operating )
Officer and Director )
)
) /s/Larry W. Martin
John P. Amboian Chief Financial Officer and ) Larry W. Martin
Executive Vice President ) May 4, 1989
) Attorney-in-Fact**
)
O. Walter Renfftlen Vice President and ) May 13, 1998
Controller (Principal )
Accounting Officer) )
)
)
</TABLE>
- ----
* 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).
S-4
<PAGE>
Consent of Independent Public Accountants
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 Amendment will be filed as
Exhibit 4.4 to the Registration Statement.
Consent of Chapman and Cutler
The consent of Chapman and Cutler to the use of its name in the Prospectus
included in the Amendment will be contained in its opinions to be filed as
Exhibits 3.1 and 3.2 to the Registration Statement.
Consent of The Chase Manhattan Bank
The consent of The Chase Manhattan Bank to the use of its name in the Prospectus
included in this Amendment 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 Amendment will be filed as Exhibit 3.3 to the
Registration Statement.
S-5
