<PAGE>
File No. 333-53773
1940 Act File No. 811-08103
Securities and Exchange Commission
Washington, D.C. 20549
Amendment No. 1
To
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 15
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.
- ----
:X : Check box if it is proposed that this filing will become effective on
- ---- July 16, 1998 at 1:30 P.M. pursuant to Rule 487.
<PAGE>
Nuveen Unit Trusts, Series 15
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 Trustee
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 ) Composition of Trusts
trust's securities ) 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
) Composition Of 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
) 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
) Trust Operating Expenses
) Ownership and Transfer of Units
)
(e) Certain profits received by ) Composition Of Trusts
depositor, principal ) Purchase of Units by the
underwriter, trustee or ) Sponsor
affiliated persons )
(f) Ratio of annual charges to ) *
income )
14. Issuance of trust's securities ) Distributions To Unitholders
) Ownership and Transfer of Units
) 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 ) 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 ) Distributions to Unitholders
income ) Reports to Unitholders
(b) Reinvestment of distributions ) Accumulation Plan
(c) Reserves or special funds ) 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 ) 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 ) Trust Operating Expenses
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>
<S> <C> <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 ) Information About the Sponsor
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>
<S> <C> <C>
44. (a) Method of valuation ) Essential Information
) Public Offering Price
) Evaluation of Securities at the Initial 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 Initial Date
) Of Deposit
45. Suspension of redemption rights ) *
46. (a) Redemption valuation ) Unit Value And Evaluation
) Redemption
) Special Redemption, Liquidation and Investment in a New Trust
) 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>
<S> <C> <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 Trusts
securities )
(b) Transactions involving ) *
elimination of underlying )
securities )
(c) Policy regarding substitution ) Composition Of Trusts
elimination of underlying or ) Removal of Securities from the Trusts
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>
LOGO Nuveen-Standard & Poor's
Quality Equity
Defined
Portfolio,
Portfolios
Series 9, July 1998
CUSIP 6706E1 264-DIVIDENDS IN CASH
CUSIP 6706E1 272-DIVIDENDS REINVESTED
PROSPECTUS PART A DATED JULY 16, 1998
A NUVEEN UNIT TRUST WITH A PORTFOLIO OF COMMON STOCKS OF 14 COMPANIES, SELECTED
BY NUVEEN USING A SCREENING MODEL DEVELOPED BY NUVEEN WITH THE ASSISTANCE AND
EXPERTISE OF STANDARD & POOR'S, THAT SEEKS TO PROVIDE OVER THE NEXT 26 MONTHS
ABOVE AVERAGE CAPITAL APPRECIATION WITH A MODERATED LEVEL OF RISK AS COMPARED
TO THE S&P 500.
Overview
Nuveen--Standard & Poor's Quality Equity Portfolio, Series 9, July 1998 (the
"Trust") is a unit investment trust that is scheduled to terminate in
approximately 26 months consisting of a portfolio of common stocks of companies
with strong historical earnings and dividends and credit quality. In determining
the stocks to be included in the portfolio, Nuveen used a screening model
developed with the assistance and expertise of Standard & Poor's that seeks to
select a portfolio of common stocks of companies with the potential for above
average capital appreciation with a moderated level of risk as compared to the
S&P 500.
This Part A Prospectus may not be distributed unless accompanied by the Nuveen
Equity Unit Trust Prospectus--Part B which is dated July 16, 1998. Part B of
this Prospectus is attached.
Units of the Trust are not deposits or obligations of, or guaranteed or endorsed
by, any bank and are not federally insured or otherwise protected by the FDIC or
any other Federal agency and involve investment risk, including the possible
loss of principal.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Contents
1 OVERVIEW
2 TRUST SUMMARY AND FINANCIAL HIGHLIGHTS
2 Essential Information
2 Expense Information
4 TRUST STRATEGIES
4 Investment Objective
4 Investment Philosophy
4 Investor Suitability
4 How the Trust Selects Investments
5 HYPOTHETICAL PERFORMANCE INFORMATION
8 RISK FACTORS
8 SECURITIES SELECTED FOR THE TRUST
9 DISTRIBUTIONS
9 Income and Capital Distributions
9 INVESTING IN THE TRUST
9 Sales Charges
10 Dealer Concessions
10 GENERAL INFORMATION
10 Optional Features
11 Secondary Market for Units
12 Termination
12 Standard & Poor's
12 The Sponsor
13 SCHEDULE OF INVESTMENTS
14 STATEMENT OF CONDITION
15 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
"Standard & Poor's" and "S&P" are trademarks of The McGraw-Hill Companies, Inc.
and have been licensed for use by John Nuveen & Co. Incorporated ("Nuveen").
The Trust is not sponsored, managed, sold or promoted by Standard & Poor's.
---
EQU-009-P 7/98 1
<PAGE>
Nuveen--Standard & Poor's
Quality Equity Portfolio, Series 9, July 1998
TRUST SUMMARY AND FINANCIAL HIGHLIGHTS as of July 16, 1998
ESSENTIAL INFORMATION
Initial Date of Deposit:
Final Special Redemption and Liquida-
July 16, 1998 tion Period:
Interim Rollover Notification Date:
July 15, 1999 September 1, 2000--September 15, 2000
Final Rollover Notification Date:
Second Year Commencement Date:
August 14, 2000
August 20, 1999
Initial Number of Units (1):
14,090
Interim Special Redemption and
Liquidation Period: Fractional Undivided Interest per
Unit:
August 2, 1999--August 16, 1999
1/14,090
- --------------------------------------------------------------------------------
PUBLIC OFFERING PRICE (2)(4)
<TABLE>
<S> <C>
Aggregate Offering Price of Securi-
ties: $139,492
Aggregate Offering Price of Securities per Unit: $9.90
Plus Maximum Sales Charge of 4.5%
(4.545% of the Net Amount Invested) (3): $0.45
Less Deferred Sales Charge (3): $0.35
Initial Public Offering Price per
Unit: $10.00
Estimated Organizational and Offer-
ing Costs per Unit (4): $.016
</TABLE>
- --------------------------------------
ESTIMATED ANNUAL INCOME DISTRIBUTIONS (5)
<TABLE>
<S> <C>
Estimated Annual Income Distribu-
tions (per Trust): $ 2,129
Estimated Annual Income Distribu-
tions (per
Unit): $.11732
</TABLE>
INDUSTRY DIVERSIFICATION
Basic Industries 7.16%
Capital Equipment 7.16%
Financial 21.39%
Foods 14.31%
Health Care 14.31%
Household Products 14.28%
Manufacturing 7.13%
Oil Companies 7.13%
Retail 7.13%
- ------------------------------
MANDATORY TERMINATION DATE
September 15, 2000
EXPENSE INFORMATION
SALES CHARGES (MAXIMUM TOTAL 4.50%) (6)
<TABLE>
<CAPTION>
AMOUNT PER $1000
INVESTED
(AS OF THE INITIAL
DATE OF DEPOSIT)
------------------
<S> <C>
Maximum Initial
Sales Charge Im-
posed on Pur-
chases (as a % of
Initial Public
Offering Price)
(6):............. 1.00% $10.00
Deferred Sales
Charge During
First Year De-
ferred Period (as
a % of Initial
Public Offering
Price) (6)(7):... 1.75% $17.50
Deferred Sales
Charge During
Second Year De-
ferred Period (as
a % of Initial
Public Offering
Price) (6)(7):... 1.75% $17.50
Total Deferred
Sales Charge (as
a % of Initial
Public Offering
Price) (6)(7):... 3.50% $35.00
Maximum Total
Sales
Charge (6)(7):... 4.50% $45.00
Maximum Sales
Charge on Rein-
vested Dividends
(as a % of Ini-
tial Public Of-
fering Price)
(6)(7):.......... 3.50% $35.00
- ----------------------------------------
ESTIMATED ORGANI-
ZATIONAL AND OF-
FERING COSTS (PER
UNIT): (4) $ .016
</TABLE>
ESTIMATED ANNUAL OPERATING EXPENSES
(PER UNIT)
<TABLE>
- --------------------------------------
<S> <C>
Trustee's Fee: $.00950
Sponsor's Supervisory Fee (8): $.00250
Miscellaneous Expenses and Licens-
ing
Fee (9): $.02175
-------
Total Annual Expenses: $.03375
=======
</TABLE>
ESTIMATED COSTS OVER TIME
The following are the estimated cumulative costs on a $1,000 investment,
assuming (as mandated by the Securities and Exchange Commission) a 5% annual
return, and reinvestment of all distributions:
<TABLE>
<S> <C>
Over 1 Year $ 32.54
Over 3 Years $ 80.32
Over 5 Years $132.51
Over 10 Years $284.99
</TABLE>
The examples reflect both the estimated operating expenses and maximum sales
charge on an increasing investment (had the net annual return been reinvested in
the Trust). The examples should not be considered repre-sentations of future
expenses or annual rates of return; the actual ex-penses and annual rates of
return may be more or less than those used in the examples. In addition, while
the investment has a term of approximately 26 months, investors may be able to
reinvest their proceeds into subsequently offered trusts, subject to additional
sales charges. Those subsequent sales charges are reflected above.
---
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
decrease accordingly, from the amounts indicated above.
(2) Each Security listed on a national securities exchange or the NASDAQ
National Market System is valued at the 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 4.50% of
the Public Offering Price and the maximum remaining deferred sales charge
(initially $0.35 per Unit). Unitholders will also be assessed a deferred
sales charge of $0.0175 per Unit, payable on the last business day of each
month, over the period commencing September 30, 1998 through June 30, 1999
(the "First Year Deferred Period") and again over the period commencing
September 30, 1999 through June 30, 2000 (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 Redemption and Liquidation Period (as described in "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 a deferred sales charge for the Second Year Deferred
Period. Subsequent 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 information. On the Initial Date of Deposit there will be no
accumulated dividends in the Income Account. Anyone ordering Units after
such date will pay a pro rata share of any accumulated dividends in such
Income Account. The Public Offering Price as shown reflects the value of
the Securities at the opening of business on the Initial Date of Deposit
and establishes the original proportionate relationship amongst the
individual Securities. No sales to investors will be executed at this
price. Additional Securities may be deposited during the day of the Initial
Date of Deposit. See "Public Offering Price" in Part B of this Prospectus.
(4) Unitholders will bear all or a portion of the costs incurred in organizing
a Trust (including costs of preparing the registration statement, the trust
indenture and other closing documents, registering Units with the
Securities and Exchange Commission and states, the initial audit of the
Trust portfolio, the initial evaluation, legal fees, the initial fees and
expenses of the Trustee, and any other non-material out-of-pocket expenses
but not the expenses incurred in the printing of preliminary and final
prospectuses, nor the expenses incurred in the preparation and printing of
brochures and other advertising materials or any other selling expenses),
as is common for mutual funds. Estimated organizational and offering costs
are included in the Public Offering Price per Unit. Organizational and
offering costs will be deducted from the assets of the Trust at the end of
the initial offering period (approximately 8 weeks). See "Trust Operating
Expenses" in Part B of this Prospectus and "Statement of Condition."
(5) Estimated Annual Income Distributions are based on the most recently
declared dividends of the Securities. Estimated Annual Income Distributions
per Unit are based on the number of Units, the fractional undivided
interest 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.
(6) The Maximum Initial Sales Charge (as a percentage of the Initial Public
Offering Price) is the difference between the Maximum Total Sales Charge of
4.50% and the maximum remaining deferred sales charge (initially $0.35 per
Unit) and would exceed 1% if the Public Offering Price exceeds $10.00 per
Unit. The actual deferred sales charge is $0.0175 per Unit per month,
irrespective 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 3.50%;
if the Public Offering Price is less than $10.00 per Unit, the deferred
portion of the sales charge will be greater than 3.50%.
(7) 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 a deferred sales charge for the Second Year Deferred Period.
(8) The Sponsor's Supervisory Fee compensates the Sponsor and/or its affiliates
for maintaining surveillance over the portfolio and for performing certain
administrative services for the Trust. See "Trust Operating Expenses" in
Part B of this Prospectus.
(9) The Miscellaneous Expenses and Licensing Fees include the estimated per
Unit costs associated with an annual fee paid by the Trust to Standard &
Poor's to cover licenses for the use of trademarks and tradenames as well
as for the license to the Sponsor on behalf of the Trust for the use of
databases and research used in connection with the selection of Securities
for the Trust.
---
3
<PAGE>
Trust Strategies
INVESTMENT OBJECTIVE
The objective of the Trust is to provide the potential for above-average capi-
tal appreciation with a moderated level of risk as compared to the S&P 500.
The Trust will seek to achieve this objective by investing in the common
stocks of companies selected by Nuveen (the "Sponsor"), using a screening
model developed with the assistance and expertise of Standard & Poor's. There
is no assurance that the Trust will achieve its investment objective.
INVESTMENT PHILOSOPHY
The Trust is a non-managed investment vehicle which employs a buy and hold in-
vestment strategy. The Trust plans to hold, for approximately 26 months, cer-
tain common stocks selected by Nuveen through the application of a quantita-
tive model developed by Nuveen with the assistance and expertise of Standard &
Poor's. At the end of the 26 month period, the portfolio will be liquidated.
The Sponsor intends to create separate series of the Trust that utilize the
screening model, approximately 13 months after the Initial Date of Deposit and
also in conjunction with the termination of the Trust (approximately 26 months
after the Initial Date of Deposit). Investors may reinvest 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 the Sponsor believes that more con-
sistent results are likely if the strategy is followed for at least 3-5 years.
See "Special Redemption, Liquidation and Investment in a New Trust." Of
course, there is no guarantee that the Trust, any particular Security or this
investment strategy, over any time period, will provide positive returns or
will not lose money.
The Trust consists of a portfolio of common stocks of 14 companies that have
strong historical earnings and dividends, credit quality and have recently re-
duced their outstanding shares of common stock by at least 1%. Standard &
Poor's indicates that it believes that the reduction of common shares out-
standing is typically the result of a share buyback program executed by the
company and generally reflects a strong cash flow position, and in turn, high
quality earnings. In addition, Standard & Poor's indicates that it believes a
buyback program may provide an indirect measure of the value of the stock, in
that management has judged that an investment in the company's own stock of-
fers more attractive returns than those available from other investment sourc-
es.
Nuveen intends to periodically create additional Units of the Trust. To do
this, Nuveen expects to deposit additional Securities in the Trust or cash
(including a letter of credit) with instructions to purchase additional Secu-
rities after the Initial Date of Deposit. Such deposit of Securities will be
done in a manner that will allow the original proportionate relationship among
the Securities to be maintained as closely as practicable.
INVESTOR SUITABILITY
The Trust is a suitable investment for investors:
. Seeking to own a common stock unit trust with the potential to outperform
the S&P 500;
. Seeking the opportunity to purchase a defined portfolio of stocks of compa-
nies with strong historical earnings and dividends and credit quality and
have recently reduced their outstanding shares of common stock by at least
1%.
The Trust is not a suitable investment if:
. You are unwilling to assume the risks inherent in investing in common stocks
over a relatively short time horizon.
HOW THE TRUST SELECTS INVESTMENTS
The Securities included in the Trust's portfolio were selected by Nuveen using
the following four-step screening model (the "Quality Screening Model") devel-
oped by Nuveen with the assistance and expertise of Standard & Poor's. The
Quality Screening Model was designed to create a universe of well-established,
large capitalization companies with above average equity rankings and debt
ratings.
For the Trust, the Quality Screening Model was applied on July 10, 1998. As an
initial step, only companies with market capitalizations equal to or in excess
of $500 million were eligible for inclusion in the Trust. The second step se-
lected only those companies ranked A+ or A by Standard & Poor's Earnings and
Dividend Rankings for Common Stocks, its highest rankings. The third filter
selected only those companies which had a Standard & Poor's Senior Debt Rating
of at least AA-. See "Appendix A--Standard & Poor's Earnings and Dividend
Rankings for Common Stocks" and "Appendix B--Standard & Poor's Corporate Rat-
ing Criteria," both found in the Information Supplement.
-4--
<PAGE>
As a final step, from this universe of companies only those companies which
have reduced the number of common shares outstanding (as adjusted) by at least
1% over the last year (as of a company's most recent fiscal quarter for which
information is available) and that paid cash dividends during the most recent
one-year period were selected for the Trust. The number of common shares out-
standing for a given company is adjusted in response to stock splits, stock
dividends and other corporate actions to minimize potential distortions.
Standard & Poor's has indicated that it believes that contraction of shares
outstanding is typically associated with companies that are more likely to be
characterized as "stable" rather than "aggressive growth." Companies seeking
very rapid (and potentially volatile) growth are unlikely to divert resources
to share reduction activities. It is the Sponsor's belief that highly rated,
large capitalization companies engaging in such stock repurchase programs of-
fer the potential for above average capital appreciation. There is, however,
no assurance that the objectives of the Trust will be achieved.
A description of the Securities included in the Trust is set forth below under
"Securities Selected for the Trust" and "Schedule of Investments."
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 common stocks selected by the Quality Screening Model (but not the
Trust) in each of the 16 years listed below, as of the business day prior to
the beginning 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, 1981, for the returns
provided in the "2 Year" column ("Two Year Strategy Returns").
The returns shown in the following table and graph are not guarantees of fu-
ture performance and should not be used as a predictor of returns to be ex-
pected in connection with the Trust. The common stocks selected by the Quality
Screening Model underperformed the S&P 500 and/or the DJIA in certain years.
Accordingly, there can be no assurance that the Trust's portfolio will
outperform the S&P 500 or the DJIA over the life of the Trust or over consecu-
tive rollover periods, if available.
A holder of Units in the Trust would not necessarily realize as high a total
return on an investment in stocks upon which the hypothetical returns are
based for the following reasons among others: the total return figures shown
do not reflect sales charges, commissions, Trust expenses or taxes; the Trust
is established at a different time of the year; the Trust may not be fully in-
vested at all times or equally weighted in all stocks selected by the Quality
Screening Model; past performance is not indicative of future results; and Se-
curities are often purchased or sold at prices different from the closing
prices used in buying and selling Units.
---
5
<PAGE>
COMPARISON OF TOTAL RETURN(1)
<TABLE>
<CAPTION>
ANNUALIZED
HYPOTHETICAL
QUALITY
SCREENING
MODEL ONE AND
TWO YEAR
STRATEGY
RETURNS(2) S&P 500 DJIA
------------- TOTAL TOTAL
YEAR 1 YEAR 2 YEAR RETURNS RETURNS
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1982.............................................. 23.24% 23.24% 21.44% 25.84%
1983.............................................. 38.52% 28.61% 22.38% 25.68%
1984.............................................. 20.15% 20.15% 6.10% 1.07%
1985.............................................. 34.42% 40.51% 31.57% 32.83%
1986.............................................. 32.03% 32.03% 18.56% 26.96%
1987.............................................. 11.59% 7.54% 5.10% 6.00%
1988.............................................. 25.33% 25.33% 16.61% 15.97%
1989.............................................. 32.15% 41.89% 31.69% 31.74%
1990.............................................. 8.44% 8.44% -3.10% -0.61%
1991.............................................. 27.96% 28.24% 30.47% 23.99%
1992.............................................. 11.70% 11.70% 7.62% 7.37%
1993.............................................. -1.58% 7.32% 10.08% 16.74%
1994.............................................. 11.23% 11.23% 1.32% 4.94%
1995.............................................. 35.52% 36.78% 37.58% 36.47%
1996.............................................. 20.99% 20.99% 22.96% 28.80%
1997.............................................. 42.48% 40.98% 33.36% 24.93%
1998 (thru 6/30).................................. 12.44% 12.44% 18.10% 14.10%
</TABLE>
- ---------
(1) 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 consider-
ation any sales charges, commissions, expenses or taxes. From 1982 through
1997, the average annual total returns for the One Year and Two Year
Strategies of the Quality Screening Model were 22.02% and 22.72%, respec-
tively, while the S&P 500 and the DJIA achieved average annual total re-
turns of 17.72% and 18.70%, respectively. Although the Trust seeks to
achieve a better performance than the S&P 500 and the DJIA, there can be
no assurance that the Trust will achieve a better performance over any in-
vestment period in the Trust or over rollover periods, if successive
trusts are available.
(2) The Quality Screening Model common stocks for the "1 Year" column above
were selected by applying the Quality Screening Model as of the business
day prior to the beginning of each year. The Quality Screening Model com-
mon stocks for the "2 Year" column above were selected by applying the
Quality Screening Model as of the business day prior to the beginning of
each two year period commencing in December 31, 1981. The hypothetical to-
tal returns for the Two Year Strategy would be different if the portfolios
were determined in years other than those selected. The Quality Screening
Model may include common stocks included in the S&P 500 and/or the DJIA.
---
6
<PAGE>
SUPPOSE YOU HAD INVESTED $10,000 ON JANUARY 1, 1982?
ONE YEAR STRATEGY
[PERFORMANCE CHART APPEARS HERE]
<TABLE>
<CAPTION>
Quality Equity
Screening Model
One Year Strategy DJIA S&P 500
----------------- ---- -------
<S> <C> <C> <C>
1981..... 10,000 10,000 10,000
1982..... 12,324 12,584 12,144
1983..... 17,071 15,816 14,862
1984..... 20,511 15,985 15,768
1985..... 27,571 21,233 20,746
1986..... 36,402 26,957 24,597
1987..... 40,621 28,574 25,851
1988..... 50,910 33,138 30,145
1989..... 67,278 43,656 39,698
1990..... 72,956 43,389 38,468
1991..... 93,355 53,798 50,189
1992..... 104,277 57,763 54,013
1993..... 102,630 67,433 59,458
1994..... 114,155 70,764 60,243
1995..... 154,703 96,572 82,882
1996..... 187,175 124,384 101,912
1997..... 266,686 155,393 135,909
6/30/98.. 299,862 177,286 160,700
</TABLE>
TWO YEAR STRATEGY
[PERFORMANCE CHART APPEARS HERE]
<TABLE>
<CAPTION>
Quality Equity
Screening Model
Two Year Strategy DJIA S&P 500
----------------- ---- -------
<S> <C> <C> C>
1981..... 10,000 10,000 10,000
1982..... 12,324 12,584 12,144
1983..... 15,850 15,816 14,862
1984..... 19,044 15,985 15,768
1985..... 26,758 21,233 20,746
1986..... 35,329 26,957 24,597
1987..... 37,993 28,574 25,851
1988..... 47,616 33,138 30,145
1989..... 67,563 43,656 39,698
1990..... 73,265 43,389 38,468
1991..... 93,955 53,798 50,189
1992..... 104,948 57,763 54,013
1993..... 112,630 67,433 59,458
1994..... 125,278 70,764 60,243
1995..... 171,356 96,572 82,882
1996..... 207,323 124,384 101,912
1997..... 292,284 155,393 135,909
6/30/98.. 328,644 177,286 160,700
</TABLE>
The charts above represent hypothetical past performance of the Quality
Screening Model (but not the Trust), the S&P 500 and the DJIA from January 1,
1982 through June 30, 1998 and should not be considered indicative of future
results. The charts assume that all dividends are reinvested and do not re-
flect sales charges, commissions, expenses or taxes. The returns for the Qual-
ity Screening Model reflect the adjustment of the Quality Screening Model ev-
ery year for the chart entitled "One Year Strategy" and every two years begin-
ning December 31, 1981 for the chart entitled "Two Year Strategy," in accor-
dance with the Quality Screening Model and they do not indicate the actual
performance of any investment product. 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 any investment period in
the Trust or over rollover periods, if successive trusts are available.
---
7
<PAGE>
Risk Factors
Risk is inherent in all investing. Investing in a unit trust involves risk, in-
cluding 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 in-
vesting you should consider carefully the following risks that you assume when
you invest in this Trust. Because of these and other risks, the Trust should
only represent a portion of your overall portfolio and 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. There is no
guarantee that the Trust will achieve its investment objective.
Market risk: the risk that the market value of a stock or the Trust may change
rapidly and unpredictably, causing the stock or the Trust to be worth less than
its original price. Volatility in the market price of the Securities in the
Trust changes the value of the Units of the Trust. Market value may be affected
by a variety of factors, including, among others, general stock market move-
ments, changes in the perceptions about the issuers, changes in interest rates
or inflation, or changes in the financial condition of the issuers of the Secu-
rities. The equity markets tend to have periods of generally rising prices and
periods of generally falling prices and are currently at historically high lev-
els. Because the Trust is not managed, Securities in the Trust will
generally not be sold in response to market fluctuations, although Securities
may be sold in certain limited circumstances. Accordingly, 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 infla-
tion increases, the value of the Trust's assets can decline as can the value of
the Trust's distributions.
See "Risk Factors" in Part B of this Prospectus for an additional discussion of
potential risks.
Securities Selected for
the Trust
ABBOTT LABORATORIES (ABT)
Quality Ranking: A+
Debt Rating: AAA
Abbott Laboratories discovers, develops, manufactures and markets a diversified
line of human health care products and services. Abbott also produces hospital
and laboratory products, including intravenous fluids.
EXXON CORPORATION (XON)
Quality Ranking: A
Debt Rating: AAA
Exxon Corporation is the world's second largest producer of oil and gas. With
operations in more than 100 countries, Exxon is involved in the exploration,
production, transportation and marketing of crude oil, natural gas, petrochemi-
cals and other petroleum products and minerals.
FANNIE MAE (FNM)
Quality Ranking: A
Debt Rating: AAA
Fannie Mae is the nation's largest financial services company whose mandate is
to make housing affordable for low- to middle-income Americans.
GENERAL RE CORPORATION (GRN)
Quality Ranking: A+
Debt Rating: AAA
General Re is the parent of General Reinsurance Group, the largest reinsurance
organization in the United States. The Company provides reinsurance and risk
assessment, risk transfer, and risk management operations in the U.S., Canada
and more than 30 other countries.
GRAINGER (W.W.) INC. (GWW)
Quality Ranking: A
Debt Rating: AA+
W. W. Grainger, Inc. distributes maintenance, repair and operating supplies and
related information to the commercial, industrial, contractor and institutional
markets in North America.
KELLOGG COMPANY (K)
Quality Ranking: A
Debt Rating: AA
Kellogg Company manufactures cereal products and convenience foods. In addi-
tion, Kellogg manufactures dessert mixes, soup bases, gelatin desserts and yo-
gurt products.
MERCK & CO., INC. (MRK)
Quality Ranking: A+
Debt Rating: AAA
Merck & Co. manufactures and produces a wide range of human and animal health
products and services.
---
8
<PAGE>
MINNESOTA MINING & MANUFACTURING COMPANY (MMM)
Quality Ranking: A+
Debt Rating: AA
Minnesota Mining & Manufacturing Company is a diversified manufacturer of in-
dustrial, commercial and health care products. The company produces and mar-
kets over 60,000 products worldwide including "Post-It" notes, "Scotchgard"
fabrics and "Thinsulate" insulation products.
PITNEY BOWES, INC. (PBI)
Quality Ranking: A+
Debt Rating: AA
Pitney Bowes manufactures postage meters, related mailing equipment, dictation
systems, bar code product identification systems, fax machines and retail la-
beling equipment.
PROCTER & GAMBLE COMPANY (PG)
Quality Ranking: A
Debt Rating: AA
Procter & Gamble is the world's largest maker of household products, and the
world's largest advertiser. P&G's leading brand names include Tide, Pampers
and Crest.
SARA LEE CORPORATION (SLE)
Quality Ranking: A
Debt Rating: AA-
Sara Lee Corporation is a diversified, worldwide manufacturer and marketer of
consumer products. The Company's brand names include: "Jimmy Dean" packaged
meats, "Coach" leatherware, "Hanes" clothing and hosiery and "Champion"
activewear.
SLM HOLDING CORPORATION (SLM)
Quality Ranking: A
Debt Rating: AAA
SLM Holding Corporation is the holding company for "Sallie Mae". The associa-
tion is a financial intermediary serving the education credit market. The Com-
pany purchases and services student loans made under federally sponsored stu-
dent loan programs and provides other financial and operational services to
originators of such loans.
SYSCO CORPORATION (SYY)
Quality Ranking: A+
Debt Rating: AA-
SYSCO Corporation, the nation's largest food service distributor, provides ap-
proximately 225,000 restaurants, hotels, schools, hospitals and other institu-
tions located throughout North America with over 185,000 different products.
WAL-MART CORPORATION (WMT)
Quality Ranking: A+
Debt Rating: AA
Wal-Mart is the world's largest retailer, operating more than 3,000 Wal-Mart
discount stores, Sam's Club members-only warehouse stores and Wal-Mart
Supercenters worldwide.
Nuveen has obtained these company descriptions from sources it deems reliable.
However, Nuveen has not independently verified the accuracy or completeness of
the information provided.
Distributions
INCOME AND CAPITAL DISTRIBUTIONS
Cash dividends received by the Trust will be paid each June 30 and December 31
("Income Distribution Dates"), beginning December 31, 1998, to Unitholders of
record each June 15 and December 15 ("Income Record Dates"), respectively.
Rollover Unitholders (as defined below) will generally receive upon liquida-
tion 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 liquidation 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 Prospectus. For distributions to Rollover
Unitholders, see "Special Redemption, Liquidation and Investment in a New
Trust." Any Unitholder may elect to have each distribution of income or capi-
tal on his Units, other than the final liquidating distribution or interim
liquidation distribution, if applicable, automatically reinvested in addi-
tional Units of the Trust subject only to applicable remaining deferred sales
charge payments. See "Distributions To Unitholders" in Part B of this Prospec-
tus.
Investing in the Trust
SALES CHARGES
The maximum sales charge of 4.50% of the public offering price consists of an
initial sales charge equal to the difference between the maximum sales charge
of 4.50% and the maximum remaining deferred sales charge, initially $0.35 per
Unit, and any remaining deferred sales charge. Unitholders will be assessed
each year a deferred sales charge of $0.175 per Unit, in installments of
$0.0175 per Unit, payable on the last business day of each month, over the pe-
riod commencing September 30, 1998 through
---
9
<PAGE>
June 30, 1999 (the "First Year Deferred Period") and again over the period
commencing September 30, 1999 through June 30, 2000 (the "Second Year Deferred
Period"). 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 sales charges. See "Public Offering Price" in Part B
of this Prospectus. Sales charges for larger single transactions (including
deferred sales charges) are as follows:
- -------------------------------------------------------------------------------
SALES CHARGES
<TABLE>
<CAPTION>
First Second Two Year
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.................. 1.00% $0.175 $0.175 4.50% 4.545%
5,000 to 9,999................... 0.75% $0.175 $0.175 4.25% 4.293%
10,000 to 24,999................. 0.50% $0.175 $0.175 4.00% 4.040%
25,000 to 49,999................. 0.25% $0.175 $0.175 3.75% 3.788%
50,000 to 99,999................. 0.00% $0.175 $0.175 3.50% 3.535%
100,000 or more.................. 0.00% $0.175 $0.175 2.75%+ 2.778%
Wrap Accounts.................... 0.00% $0.175 $0.175 2.40%+ 2.424%
Rollover (per Unit).............. 0.00% $0.175 $0.175 $0.35 3.535%
</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 sales charge discounts. Investors who, as a re-
sult of sales 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 amounts 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 $0.175 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 continue 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
CONCESSION APPROXIMATE
FOR UNITS TOTAL % DISCOUNT
HELD AFTER PER UNIT FOR
SECOND YEAR UNITS HELD AFTER
COMMENCEMENT SECOND YEAR
% DISCOUNT DATE PER COMMENCEMENT
NUMBER OF UNITS* PER UNIT UNIT DATE**
---------------- ---------- ------------ ----------------
<S> <C> <C> <C>
Less than 5,000........................ 2.10% $0.11 3.20%
5,000 to 9,999......................... 1.90 0.11 3.00
10,000 to 24,999....................... 1.65 0.11 2.75
25,000 to 49,999....................... 1.40 0.11 2.50
50,000 to 99,999....................... 1.15 0.11 2.25
100,000 or more........................ 0.50 0.11 1.60
Rollover............................... 1.10 0.11 2.20
Wrap Accounts.......................... 0.00 0.00 0.00
</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 and may result in a reduction in the
discount per unit.
**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.
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
---
10
<PAGE>
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 charges for the First Year Deferred Period. During the initial
offering period, the Redemption Price per Unit includes estimated organiza-
tional and offering costs per Unit. After the initial offering period, the Re-
demption Price will not include such estimated organizational and offering
costs. 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 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 to Unitholders" and "Accumula-
tion Plan" in Part B of this Prospectus. In addition, Unit trust purchases may
be applied toward breakpoint pricing discounts for Nuveen Mutual Funds. For
more information about Nuveen investment products, obtain a prospectus from
your financial adviser.
SECONDARY MARKET FOR UNITS
Although not obligated to do so, the Sponsor may maintain a market for Units
and offer to repurchase the Units at prices based on the aggregate value of
the Securities, plus or minus cash, if any, in the Capital and Income Accounts
of the Trust plus a sales charge. During the initial offering period, the
price at which the Sponsor expects to repurchase Units (the "Sponsor's
---
11
<PAGE>
Repurchase Price" ) includes estimated organizational and offering costs per
Unit. After the initial offering period, the Sponsor's Repurchase Price will
not include such estimated organizational and offering costs. If a secondary
market is not maintained, a Unitholder may still redeem his Units through the
Trustee. See "Redemption" in Part B of this Prospectus. Any applicable de-
ferred 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" or a dis-
tribution of shares will receive a cash distribution within a reasonable time
after the Trust's termination. See "Distributions to Unitholders" and "Other
Information-- Termination of Indenture" in Part B of this Prospectus.
STANDARD & POOR'S
Standard & Poor's has over 130 years experience providing investment informa-
tion and analysis to the financial community. Standard & Poor's offers more
than 60 research, analytical and financial information products and employs
over 50 experienced equity analysts.
THE SPONSOR
Since our founding in 1898, John Nuveen & Co. Incorporated has been synonymous
with investments that withstand the test of time. Today, we offer a range of
equity and fixed-income unit trusts designed to suit the unique circumstances
and financial planning needs of mature investors. Nuveen, a leader in tax-ef-
ficient investing, believes that a carefully selected portfolio can play an
important role in building and sustaining the wealth of a lifetime. More than
1.3 million investors have trusted Nuveen to help them maintain the life-style
they currently enjoy.
The prospectus describes in detail the investment objectives, policies and
risks of this unit trust. We invite you to discuss the contents with your fi-
nancial adviser, or you may call us at 800-257-8787 for additional informa-
tion.
---
12
<PAGE>
- --------------------------------------------------------------------------------
NUVEEN-STANDARD & POOR'S QUALITY EQUITY PORTFOLIO,
SERIES 9, JULY 1998
(Nuveen Unit Trusts, Series 15)
Schedule of Investments at the Initial Date of Deposit, July 16, 1998
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME OF ISSUER OF S&P VALUE AGGREGATE MARKET COST OF CURRENT
NUMBER OF SECURITIES QUALITY LINE OFFERING VALUE PER SECURITIES TO DIVIDEND
SHARES (TICKER SYMBOL)(1) RANKING RATING PRICE SHARE TRUST(2) YIELD(3)
- ---------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C> <C> <C>
227 Abbott Laboratories
(ABT) A+ AAA 7.16% $ 44.0000 $ 9,988 1.36%
139 Exxon Corporation (XON) A AAA 7.13 71.5000 9,939 2.29
149 Fannie Mae (FNM) A AAA 7.16 67.0000 9,983 1.43
39 General Re Corporation
(GRN) A+ AAA 7.07 253.0625 9,869 0.93
201 Grainger (W.W.) Inc.
(GWW) A AA+ 7.16 49.6875 9,987 1.21
275 Kellogg Company (K) A AA 7.15 36.2500 9,969 2.48
73 Merck & Co., Inc. (MRK) A+ AAA 7.15 136.6250 9,974 1.32
122 Minnesota Mining &
Manufacturing Company
(MMM) A+ AA 7.13 81.5625 9,951 2.70
192 Pitney Bowes, Inc. (PBI) A+ AA 7.16 52.0000 9,984 1.73
109 Procter & Gamble Company
(PG) A AA 7.14 91.3750 9,960 1.25
177 Sara Lee Corporation
(SLE) A AA- 7.14 56.2500 9,956 1.64
201 SLM Holding Corporation
(SLM) A AAA 7.16 49.6875 9,987 1.13
395 SYSCO Corporation (SYY) A+ AA- 7.16 25.3125 9,998 1.42
151 Wal-Mart Corporation
(WMT) A+ AA 7.13 65.8750 9,947 0.47
------- ---- --------
2,450 100% $139,492
======= ==== ========
</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 July 15, 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
determined by the Trustee. The aggregate underlying value of the Securities
on the Initial Date of Deposit was $139,492. Cost and gain or (loss) to
Sponsor relating to the Securities sold to the Trust were $139,540 and
$(48), 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
business day prior to the Initial Date of Deposit.
---
13
<PAGE>
NUVEEN-STANDARD & POOR'S QUALITY EQUITY PORTFOLIO, SERIES 9, JULY 1998
(NUVEEN UNIT TRUSTS, SERIES 15)
STATEMENT OF CONDITION AT THE INITIAL DATE OF DEPOSIT, JULY 16, 1998
<TABLE>
<S> <C>
TRUST PROPERTY
Investment in Equity Securities represented by purchase con-
tracts(1)(2)........................................................ $139,492
--------
Total.......................................................... $139,492
========
LIABILITIES AND INTEREST OF UNITHOLDERS
LIABILITIES:
Deferred sales charge(3)........................................... $ 2,466
Estimated organizational and offering costs(4)..................... 225
--------
Total.......................................................... $ 2,691
========
INTEREST OF UNITHOLDERS:
Unit of fractional undivided interest outstanding (14,090)
Cost to investors(5)............................................... $140,862
Less: Gross underwriting commission(6)........................... 3,836
Less: Estimated organizational and offering costs(4)............. 225
--------
Net amount applicable to investors................................. $136,801
========
Total.......................................................... $139,492
========
</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
purchase of the Securities pursuant to contracts for the purchase of such
Securities.
(3) Represents the amount of mandatory distributions from the Trust ($0.175 per
Unit), payable to the Sponsor in ten equal monthly installments of $0.0175
per Unit beginning on September 30, 1998, and on the last business day of
each month thereafter through June 30, 1999. Unitholders who hold their
Units after the Second Year Commencement Date will be assessed an
additional deferred sales charge ($0.175 per Unit) for the Second Year
Deferred Period. Such deferred charge is not represented in the amount
reflected.
(4) A portion of the Public Offering Price consists of Securities in an amount
sufficient to pay for all or a portion of the costs incurred in
establishing the Trust. These costs have been estimated at $.016 per Unit,
based upon the expected number of Units of the Trust to be created. A
distribution will be made at the end of the initial offering period to an
account maintained by the Trustee from which the organizational and
offering cost obligation of the investors to the Sponsor will be satisfied.
Securities may be sold to meet this obligation. To the extent the number of
Units issued is larger or smaller than the estimate, the actual
distribution per Unit at the end of the initial offering period may differ
from that set forth above.
(5) Aggregate Public Offering Price computed as set forth under "PUBLIC
OFFERING PRICE" in Part B of this Prospectus.
(6) The gross underwriting commission of 4.50% of the Public Offering Price
includes both an up-front and a deferred sales charge and has been
calculated on the assumption that the Units sold are not subject to a
reduction of sales charge for quantity purchases 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 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 "PUBLIC OFFERING PRICE" in Part B of this
Prospectus.)
---
14
<PAGE>
Report of Independent Public Accountants
To the Board of Directors of John Nuveen & Co. Incorporated and Unitholders of
Nuveen Unit Trusts, Series 15:
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 15 (Nuveen--Standard & Poor's Quality Equity Port-
folio, Series 9, July 1998), as of July 16, 1998. These financial statements
are the responsibility of the Sponsor. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing 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 15 (Nuveen--Standard &
Poor's Quality Equity Portfolio, Series 9, July 1998), as of July 16, 1998, in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
July 16, 1998.
---
15
<PAGE>
(This page has been left blank intentionally.)
---
16
<PAGE>
NUVEEN UNIT TRUSTS
NUVEEN EQUITY UNIT TRUST PROSPECTUS --
PART B
(GENERAL TERMS)
JULY 16, 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 underlying 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. In addition, a portion of
the Public Offering Price during the initial offering period also consists of
Securities in an amount sufficient to pay for all or a portion of the costs
incurred in establishing a Trust. The organizational and offering costs will
be deducted from the assets of the Trust as of the close of the initial
offering period. See "Trust Summary and Financial Highlights" in Part A of the
Prospectus. 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.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<PAGE>
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). During the initial offering period, the Redemption
Price per Unit includes estimated organizational and offering costs per Unit.
After the initial offering period, the Redemption Price will not include such
estimated organizational and offering costs. See "Trust Summary and Financial
Highlights" in Part A of the Prospectus. The price received upon redemption may
be more or less than the amount paid by Unitholders, depending upon the value
of the Securities on the date of tender for redemption. (See "REDEMPTION.") The
Sponsor, although not required to do so, may make a secondary market for the
Units of the Trusts at prices based upon the aggregate underlying value of the
Securities in the respective Trusts (generally determined by the closing sale
prices of listed Securities and the bid prices of over-the-counter traded
Securities). Units subject to a deferred sales charge which are tendered for
redemption prior to such time as the entire deferred sales charge on such Units
has been collected will be assessed the amount of the applicable remaining
deferred sales charge at the time of redemption. (See "MARKET FOR UNITS.")
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........................................................... 10
EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT.................... 10
TAX STATUS................................................................. 11
RETIREMENT PLANS........................................................... 15
TRUST OPERATING EXPENSES................................................... 15
DISTRIBUTIONS TO UNITHOLDERS............................................... 16
ACCUMULATION PLAN.......................................................... 17
REPORTS TO UNITHOLDERS..................................................... 17
UNIT VALUE AND EVALUATION.................................................. 18
DISTRIBUTIONS OF UNITS TO THE PUBLIC....................................... 18
OWNERSHIP AND TRANSFER OF UNITS............................................ 19
REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATES...................... 20
REDEMPTION................................................................. 20
SPECIAL REDEMPTION, LIQUIDATION AND INVESTMENT IN A NEW TRUST.............. 22
PURCHASE OF UNITS BY THE SPONSOR........................................... 24
REMOVAL OF SECURITIES FROM THE TRUSTS...................................... 24
INFORMATION ABOUT THE TRUSTEE.............................................. 24
LIMITATIONS ON LIABILITIES OF SPONSOR AND TRUSTEE.......................... 25
SUCCESSOR TRUSTEES AND SPONSORS............................................ 25
INFORMATION ABOUT THE SPONSOR.............................................. 25
OTHER INFORMATION.......................................................... 26
LEGAL OPINION.............................................................. 27
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
irrevocable letter of credit issued by a major commercial bank in the amount
required for their purchase (or the securities themselves) (the "Securities").
See "Schedule of Investments" in Part A of the Prospectus, for a description
of the Securities deposited in the applicable 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 the 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 value 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. Except as provided in Part A of the Prospectus, 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(s) 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 a Trust may be expected to fluctuate over
the life of a 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 a Trust
and will not be able to vote the Securities. As the holder of the Securities,
the Trustee will have the right to vote all of the voting stocks in a Trust
and will vote such stocks in accordance with the instructions of the Sponsor.
The value of the Securities will fluctuate over the life of a Trust and may
be more or less than the value at the time they were deposited in such Trust.
The Securities may appreciate or depreciate in value (or pay dividends)
depending on the full range of economic and market influences affecting these
Securities, including the impact of the Sponsor's purchase and sale of
Securities (especially during the primary offering period of Units of a Trust
and during the Special Redemption and Liquidation Period) and other factors.
Whether or not the Securities are listed on a securities exchange, the
principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the
Securities may depend on whether dealers will make a market in the Securities.
There can be no assurance that a market will be made for any of the
Securities, that any market for the Securities will be maintained or of the
liquidity of the Securities in any markets made. In addition, the 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 a Trust will be adversely affected if trading markets for the
Securities are limited or absent. There can be no assurance that a Trust or
successive trusts that employ the same or a similar investment strategy will
achieve their investment objectives.
Year 2000 Problem. Like other investment companies, financial and business
organizations and individuals around the world a Trust could be adversely
affected if the computer systems used by the Sponsor or Trustee or other
service providers to such Trust do not properly process and calculate date-
6
<PAGE>
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 the Year 2000 Problem
with respect to computer systems that they use and to obtain reasonable
assurances that comparable steps are being taken by a 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 a Trust.
The Year 2000 Problem is expected to impact corporations and other parties,
which may include issuers of the Securities contained in a 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 a Trust.
Legislation. At any time after the Initial Date of Deposit, legislation may
be enacted, with respect to the Securities in a Trust or the issuers of the
Securities. Changing approaches to regulation, particularly with respect to
the environment or with respect to the petroleum or tobacco industry, may have
a negative impact on certain companies represented in a Trust. There can be no
assurance that future legislation, regulation or deregulation will not have a
material adverse effect on a 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. In addition, a portion of the
Public Offering Price during the initial offering period also consists of
Securities in an amount sufficient to pay for all or a portion of the costs
incurred in establishing a Trust, 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. The organizational and offering costs will be deducted from
the assets of the Trust as of the close of the initial offering period. See
"Trust Summary and Financial Highlights" in Part A of the Prospectus.
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 applicable
month. 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 total maximum sales
charge assessed to Unitholders on a per Unit basis will be the amount set
forth in "Sales Charge" in Part A of the prospectus. See "UNIT VALUE AND
EVALUATION."
7
<PAGE>
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 Nuveen unit investment trust in
the primary or secondary offering period by executing and delivering a letter
of intent to the Sponsor, which letter of intent must be in a form acceptable
to the Sponsor and shall have a maximum duration of thirteen months, will be
eligible to receive a reduced sales charge according to the graduated scale
provided in Part A of this Prospectus, based on the amount of intended
aggregate purchases (excluding purchases which are subject only to a deferred
sales charge) as expressed in the letter of intent. For purposes of letter of
intent calculations units of equity products are valued at $10 per unit. Due
to administrative limitations and in order to permit adequate tracking, the
only secondary market purchases that will be permitted to be applied toward
the intended specified amount and that will receive the corresponding reduced
sales charge are those Units that are acquired through or from the Sponsor. By
establishing a letter of intent, a Unitholder agrees that the first purchase
of Units following the execution of such letter of intent will be at least 5%
of the total amount of the intended aggregate purchases expressed in such
Unitholder's letter of intent. Further, through the establishment of the
letter of intent, such Unitholder agrees that Units representing 5% of the
total amount of the intended purchases will be held in escrow by the Trustee
pending completion of these purchases. All distributions on Units held in
escrow will be credited to such Unitholder's account. If total purchases prior
to the expiration of the letter of intent period equal or exceed the amount
specified in a Unitholder's letter of intent, the Units held in escrow will be
transferred to such Unitholder's account. A Unitholder who purchases Units
during the letter of intent period in excess of the number of Units specified
in a Unitholder's letter of intent, the amount of which would cause the
Unitholder to be eligible to receive an additional sales charge reduction,
will be allowed such additional sales charge reduction on the purchase of
Units which caused the Unitholder to reach such new breakpoint level and on
all additional purchases of Units during the letter of intent period. If the
total purchases are less than the amount specified, the Unitholder involved
must pay the Sponsor an amount equal to the difference between the amounts
paid for these purchases and the amounts which would have been paid if the
higher sales charge had been applied; the Unitholder will, however, be
entitled to any reduced sales charge qualified for by reaching any lower
breakpoint level. If such Unitholder does not pay the additional amount within
20 days after written request by the Sponsor or the Unitholder's securities
representative, the Sponsor will instruct the Trustee to redeem an appropriate
number of the escrowed Units to meet the required payment. By establishing a
letter of intent, a Unitholder irrevocably appoints the Sponsor as attorney to
give instructions to redeem any or all of such Unitholder's escrowed Units,
with full power of substitution in the premises. A Unitholder or his
securities representative must notify the Sponsor whenever such Unitholder
makes a purchase of Units that he wishes to be counted towards the intended
amount.
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
8
<PAGE>
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 Trust will be aggregated with concurrent
purchases of any other Nuveen unit investment trust or of shares of any open-
end management investment company of which the Sponsor is principal underwriter
and with respect to the purchase of which a sales charge is imposed. Purchases
by or for the account of individuals and their spouses, parents, children,
grandchildren, grandparents, parents-in-law, sons- and daughters-in-law,
siblings, a sibling's spouse and a spouse's siblings ("immediate family
members") will be aggregated to determine the applicable sales charge. The
graduated sales charges are also applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary account.
Units may be purchased at the Public Offering Price without a sales charge by
officers or directors and by bona fide, full-time employees of Nuveen, Nuveen
Advisory Corp., Nuveen Institutional Advisory Corp., The John Nuveen Company
and The McGraw Hill Companies, Inc. ("McGraw Hill") and Dow Jones & Company,
Inc. ("Dow Jones"), including in each case these individuals and their
immediate family members (as defined above). (For individuals associated with
McGraw Hill this privilege is only available for purchases of Units of the
Nuveen-Standard & Poor's Quality Equity Portfolio and for individuals
associated with Dow Jones this privilege is only available for purchases of
Units of the Nuveen--The Dow 5sm Portfolio and the Nuveen--The Dow 10sm
Portfolio). However, if Part A of the Prospectus provides for a sales charge
payable during the Second Year Deferred Period (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 Charges" 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 with the sales charge applicable for "Rollovers" as provided in
Part A of the Prospectus. The dealer concession will be that applicable to
"Rollovers".
Units may be purchased with the reduced sales charge provided for "Wrap
Accounts" under "Sales Charges" 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
9
<PAGE>
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 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). During the initial offering period, the price
at which the Sponsor expects to repurchase Units (the "Sponsor's Repurchase
Price") includes estimated organizational and offering costs per Unit. After
the initial offering period, the Sponsor's Repurchase Price will not include
such estimated organizational and offering costs. See "Trust Summary and
Financial Highlights" in Part A of the Prospectus. Unitholders who wish to
dispose of their Units should inquire of the Trustee or their broker as to the
current Redemption Price. Units subject to a deferred sales charge which are
sold or tendered for redemption prior to such time as the entire deferred
sales charge on such Units has been collected will be assessed the amount of
the remaining deferred sales charge at the time of sale or redemption.
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.
10
<PAGE>
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
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
11
<PAGE>
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 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 owns
certain stock (or Units) the financing of which is directly attributable to
indebtedness incurred by such corporation. It should be noted that various
legislative proposals that would affect the dividends received deduction have
been introduced. Unitholders should consult with their tax advisers with
respect to the limitations on and possible modifications to the dividends
received deduction.
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. Unitholders should consult with their tax advisers regarding the
limitations on the deductibility of Trust expenses.
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
12
<PAGE>
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. Note also that legislation is currently
pending under which net capital gain realized from property (with certain
exclusions) held for more than one year (rather than more than 18 months)
would be taxed at the maximum marginal stated tax rate of 20% (10% for certain
taxpayers) provided by the 1997 Act. Such legislation is proposed to be
effective retroactively for amounts properly taken into account on or after
January 1, 1998. The date on which a Unit is acquired (i.e., the "trade date")
is excluded for purposes of determining the holding 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, the Unitholder 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
13
<PAGE>
held by the Trust, such Unitholder will generally recognize gain or loss based
upon the difference between the amount of cash received by the Unitholder and
his or her tax basis in such fractional share of a Security held by the Trust.
Because the Trust will own many Securities, a Unitholder who requests an In-
Kind Distribution will have to analyze the tax consequences with respect to
each Security owned by the Trust. The amount of taxable gain (or loss)
recognized upon such exchange will generally equal the sum of the gain (or
loss) recognized under the rules described above by such Unitholder with
respect to each Security owned by the Trust. Unitholders who request an In-
Kind Distribution are advised to consult their tax advisers in this regard.
As discussed in "SPECIAL REDEMPTION, LIQUIDATION AND INVESTMENT IN A NEW
TRUST," a Unitholder may elect to become a Rollover Unitholder. To the extent
a Rollover Unitholder exchanges his or her Units for Units of the New Trust in
a taxable transaction, such Unitholder will recognize gains, if any, but
generally will not be entitled to a deduction for any losses recognized upon
the disposition of any Securities pursuant to such exchange to the extent that
such Unitholder is considered the owner of substantially identical securities
under the wash sale provisions of the Code taking into account such
Unitholder's deemed ownership of the securities underlying the Units in the
New Trust in the manner described above, if such substantially identical
securities were acquired within a period beginning 30 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 the
Units are purchased in order to determine such Unitholder's tax basis for his
or her pro rata portion of each Security.
A Unitholder's tax basis in his or her Units and his or her pro rata portion
of a Security held by the Trust will be reduced to the extent dividends paid
with respect to such Security are received by the Trust which are not taxable
as ordinary income as described above.
General. Each Unitholder will be requested to provide the Unitholder's
taxpayer identification number to the Trustee and to certify that the
Unitholder has not been notified that payments to the Unitholder are subject
to back-up withholding. If the proper taxpayer identification number and
appropriate certification are not provided when requested, distributions by
the Trust to such Unitholder (including amounts received upon the redemption
of Units) will be subject to back-up withholding. Distributions by the Trust
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."
14
<PAGE>
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.
RETIREMENT PLANS
Units of the Trusts may be well suited for purchase by Individual Retirement
Accounts, Keogh Plans, pension funds and other tax-deferred retirement plans.
Generally the Federal income tax relating to capital gains and income received
in each of the foregoing plans is deferred until distributions are received.
Distributions from such plans are generally treated as ordinary income but may,
in some cases, be eligible for special averaging or tax-deferred rollover
treatment. Investors considering participation in any such plan should review
specific tax laws related thereto and should consult their attorneys or tax
advisers with respect to the establishment and maintenance of any such plan.
Such plans are offered by brokerage firms and other financial institutions.
Fees and charges with respect to such plans may vary.
TRUST OPERATING EXPENSES
No annual advisory fee is charged to the Trusts by the Sponsor. The Sponsor
and/or its affiliates do, however, receive an annual fee as set forth in
"Expense Information" in Part A of the Prospectus for maintaining surveillance
over the portfolio and for performing certain administrative services for the
Trust (the "Sponsor's Supervisory Fee"). In addition, if so provided in Part A
of the Prospectus, a Trust may be charged an annual licensing fee to cover
licenses for the use of service marks, trademarks and trade names and/or for
the use of databases and research. 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). In addition,
both the Sponsor's Supervisory Fee and the Trustee's Fee may be 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.
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
15
<PAGE>
interests of the Unitholders; (2) all taxes and other governmental charges
upon the Securities or any part of the Trusts (no such taxes or charges are
being levied or made or, to the knowledge of the Sponsor, contemplated); (3)
amounts payable to the Trustee as fees for ordinary recurring services and for
extraordinary non-recurring services rendered pursuant to the Indenture, all
disbursements and expenses, including counsel fees (including fees of counsel
which the Trustee may retain) sustained or incurred by the Trustee in
connection therewith; and (4) any losses or liabilities accruing to the
Trustee without negligence, bad faith or willful misconduct on its part. The
Trustee is empowered to sell Securities in order to pay these amounts if funds
are not otherwise available in the applicable Income and Capital Accounts.
DISTRIBUTIONS TO UNITHOLDERS
The Trustee will distribute any net income received with respect to any of
the Securities in a Trust on or about the Income Distribution Dates to
Unitholders of record on the preceding Income Record Date. See "Distributions"
in Part A of this Prospectus. Persons who purchase Units will commence
receiving distributions only after such person becomes a Record Owner.
Notification to the Trustee of the transfer of Units is the responsibility of
the purchaser, but in the normal course of business such notice is provided by
the selling broker/dealer. Proceeds received on the sale of any Securities in
a Trust, to the extent not used to meet redemptions of Units, pay the deferred
sales charge or pay expenses will 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 a 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 a Trust.
16
<PAGE>
The Trustee may establish reserves (the "Reserve Account") within a 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.
ACCUMULATION PLAN
The Sponsor is also the principal underwriter of several open-end mutual
funds (the "Accumulation Funds") into which Unitholders may choose to reinvest
Trust distributions. Unitholders may elect to reinvest income and capital
distributions automatically, without any sales charge. Each Accumulation Fund
has investment objectives which differ in certain respects from those of the
Trusts and may invest in securities which would not be eligible for deposit in
the Trusts. Further information concerning the Accumulation Plan and a list of
Accumulation Funds is set forth in the Information Supplement of this
Prospectus, which may be obtained by contacting the Trustee at the phone
number listed on the back cover of this Prospectus.
Participants may at any time, by so notifying the Trustee in writing, elect
to change the Accumulation Fund into which their distributions are being
reinvested, to change from capital only reinvestment to reinvestment of both
capital and income or vice versa, or to terminate their participation in the
Accumulation Plan altogether and receive future distributions on their Units
in cash. Such notice will be effective as of the next Record Date occurring at
least 10 days after the Trustee's receipt of the notice. There will be no
charge or other penalty for such change of election or termination. The
character of Trust distributions for income tax purposes will remain unchanged
even if they are reinvested in an Accumulation Fund.
REPORTS TO UNITHOLDERS
The Trustee shall furnish Unitholders of a Trust in connection with each
distribution, a statement of the amount of income, if any, and the amount of
other receipts (received since the preceding distribution) being distributed,
expressed in each case as a dollar amount representing the pro rata share of
each Unit of a Trust outstanding. Within a reasonable period of time after the
end of each calendar year, the Trustee shall furnish to each person, who at
any time during the calendar year was a registered Unitholder of a Trust, a
statement with respect to such Trust that provides (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.
17
<PAGE>
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; and (4) 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) amounts representing unpaid organizational and offering
costs; (5) 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 (6) 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 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 or the NASDAQ
National Market System ("listed Securities"), this evaluation is generally
based on the closing sale price on that exchange or that system (if a listed
Security is listed on the New York Stock Exchange ("NYSE") the closing sale
price on the NYSE shall apply) or, if there is no closing sale price on that
exchange or system, at the closing bid prices (ask prices for primary market
purchases). If the Securities are not so listed, the evaluation shall
generally be based on the current bid prices (ask prices for primary market
purchases) on the over-the-counter market (unless it is determined that these
prices are inappropriate as a basis for valuation). 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.
With respect to any Security not listed on a national exchange or the NASDAQ
National Market System, or, with respect to a Security so listed but the
Trustee deems the last reported sale price on the relevant exchange to be
inappropriate as a basis for valuation, upon the Trustee's request, the
Sponsor shall, from time to time, designate one or more evaluation services or
other sources of information on which the Trustee shall be authorized
conclusively to rely in evaluating such Security, and the Trustee shall have
no liability for any errors in the information so received. The cost thereof
shall be an expense reimbursable to the Trustee from the Income and Capital
Accounts.
DISTRIBUTIONS OF UNITS TO THE PUBLIC
Nuveen, in addition to being the Sponsor, is the sole Underwriter of the
Units. It is the intention of the Sponsor to qualify Units of the Trusts for
sale under the laws of substantially all of the states of the United States of
America.
Promptly following the deposit of Securities in exchange for Units of the
Trusts, it is the practice of the Sponsor to place all of the Units as
collateral for a letter or letters of credit from one or more commercial banks
under an agreement to release such Units from time to time as needed for
distribution. Under such an arrangement the Sponsor pays such banks
compensation based on the then current interest rate. This is a normal
warehousing arrangement during the period of distribution of the Units to
public investors. To facilitate the handling of transactions, sales of Units
shall be limited to transactions involving a minimum of either $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.
18
<PAGE>
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>
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 Part
A of the Prospectus under "Dealer Concessions." 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
19
<PAGE>
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
Unitholders 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 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 Unitholder. 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
20
<PAGE>
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"). During the initial offering period,
the Redemption Price per Unit includes estimated organizational and offering
costs per Unit. After the initial offering period, the Redemption Price will
not include such estimated organizational and offering costs. See "Trust
Summary and Financial Highlights" in Part A of the Prospectus. 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 a
redemption request received after 4:00 p.m. eastern time, or as of any earlier
closing time on a day on which the Exchange is scheduled in advance to close
at such earlier time, or on any day on which the Exchange is normally closed,
the date of tender is the next day on which such Exchange is normally open for
trading and such request will be deemed to have been made on such day and the
redemption will be effected at the Redemption Price computed on that day.
Any Unitholder tendering 2,500 Units or more for redemption may request by
written notice submitted at the time of tender from the Trustee, in lieu of a
cash redemption, a distribution of shares of Securities in an amount and value
of Securities per Unit equal to the Redemption Price Per Unit, as determined
as of the evaluation next following tender. In-kind distributions ("In-Kind
Distributions") shall be made by the Trustee through the distribution of each
of the Securities in book-entry form to the account of the Unitholder's bank
or broker/dealer at the Depository Trust Company. An In-Kind Distribution will
be reduced by customary transfer and registration charges. The tendering
Unitholder will receive his pro rata number of whole shares of each of the
Securities comprising a portfolio and cash from the Capital Account equal to
the fractional shares to which the tendering Unitholder is entitled. The
Trustee may adjust the number of shares of any issue of Securities included in
a Unitholder's In-Kind Distribution to facilitate the distribution of whole
shares, such adjustment to be made on the basis of the value of Securities on
the date of tender. If funds in the Capital Account are insufficient to cover
the required cash distribution to the tendering Unitholder, the Trustee may
sell Securities in the manner described below.
Under regulations issued by the Internal Revenue Service, the Trustee 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
21
<PAGE>
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 Trust 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 Unit Value of the Trust. After the initial offering
period, the Redemption Price will not include estimated organizational and
offering costs. See "Trust Summary and Financial Highlights" in Part A of the
Prospectus. See "UNIT VALUE AND EVALUATION" for a more detailed discussion of
the factors included in determining Unit Value. The Redemption Price per Unit
will be assessed the amount, if any, of the remaining deferred sales charge at
the time of redemption.
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
22
<PAGE>
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) are expected to 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 that trust's 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 intended that Rollover
Unitholders will be given first priority to purchase the New Trust units. The
Sponsor may also permit Rollover Unitholders to elect to have their proceeds
invested in a trust with a similar investment strategy, if such trust is then
registered in the Unitholder's state of residence and being offered. There can
be no assurance, however, as to the exact timing of the creation of the New
Trust units or the aggregate number of New Trust units which the Sponsor will
create. The Sponsor may, in its sole discretion, stop creating new units
(whether permanently or temporarily) at any time it chooses, regardless of
whether all proceeds of the Special Redemption and Liquidation have been
invested on behalf of Rollover Unitholders. Cash which has not been invested
on behalf of the Rollover Unitholders in New Trust units will be distributed
within a reasonable time after such occurrence. However, since the Sponsor can
create units, the Sponsor anticipates that sufficient units can be created,
although moneys in a New Trust may not be fully invested on the next business
day.
The process of redemption, liquidation, and investment in a New Trust is
intended to allow for the fact that the portfolios selected by the Sponsor are
chosen on the basis of growth potential only for 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
23
<PAGE>
any subsequent series of the Trusts. The Sponsor may also modify, suspend or
terminate the Rollover Option upon notice to the Unitholders of such amendment
at least 60 days prior to the effective date of such amendment.
PURCHASE OF UNITS BY THE SPONSOR
The Trustee will notify the Sponsor of any tender of Units for redemption. If
the Sponsor's bid in the secondary market at that time equals or exceeds the
Redemption Price it may purchase such Units by notifying the Trustee before the
close of business on the second succeeding business day and by making payment
therefor to the Unitholder not later than the day on which payment would
otherwise have been made by the Trustee. (See "REDEMPTION.") The Sponsor's
current practice is to bid at the Redemption Price in the secondary market.
Units held by the Sponsor may be tendered to the Trustee for redemption as any
other Units.
REMOVAL OF SECURITIES FROM THE TRUSTS
The portfolio of the Trust is not "managed" by the Sponsor or the Trustee;
their activities described herein are governed solely by the provisions of the
Indenture. The Indenture provides that the Sponsor may (but need not) direct
the Trustee to dispose of 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 in this Prospectus, 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.
24
<PAGE>
LIMITATIONS ON LIABILITIES OF SPONSOR AND TRUSTEE
The Sponsor and the Trustee shall be under no liability to Unitholders for
taking any action or for refraining from any action in good faith pursuant to
the Indenture, or for errors in judgment, but shall be liable only for their
own negligence, lack of good faith or willful misconduct. The Trustee shall not
be liable for depreciation or loss incurred by reason of the sale by the
Trustee of any of the Securities. In the event of the failure of the Sponsor to
act under the Indenture, the Trustee may act thereunder and shall not be liable
for any action taken by it in good faith under the Indenture.
The Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Securities or upon the interest thereon or
upon it as Trustee under the Indenture or upon or in respect of any Trust which
the Trustee may be required to pay under any present or future law of the
United States of America or of any other taxing authority having jurisdiction.
In addition, the Indenture contains other customary provisions limiting the
liability of the Trustee.
SUCCESSOR TRUSTEES AND SPONSORS
The Trustee or any successor trustee may resign by executing an instrument of
resignation in writing and filing same with the Sponsor and mailing a copy of a
notice of resignation to all Unitholders then of record. Upon receiving such
notice, the Sponsor is required to promptly appoint a successor trustee. If the
Trustee becomes incapable of acting or is adjudged a bankrupt or insolvent, or
a receiver or other public officer shall take charge of its property or
affairs, the Sponsor may remove the Trustee and appoint a successor by written
instrument. The resignation or removal of a trustee and the appointment of a
successor trustee shall become effective only when the successor trustee
accepts its appointment as such. Any successor trustee shall be a corporation
authorized to exercise corporate trust powers, having capital, surplus and
undivided profits of not less than $5,000,000. Any corporation into which a
trustee may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which a trustee shall be a party,
shall be the successor trustee.
If upon resignation of a trustee no successor has been appointed and has
accepted the appointment within 30 days after notification, the retiring
trustee may apply to a court of competent jurisdiction for the appointment of a
successor.
If the Sponsor fails to undertake any of its duties under the Indenture, and
no express provision is made for action by the Trustee in such event, the
Trustee may, in addition to its other powers under the Indenture (1) appoint a
successor sponsor or (2) terminate the Indenture and liquidate the Trusts.
INFORMATION ABOUT THE SPONSOR
Since our founding in 1898, Nuveen has been synonymous with investments that
withstand the test of time. Today, we offer a broad range of investments
designed for mature investors whose portfolio is the principal source of their
ongoing financial security. More than 1.3 million investors have entrusted
Nuveen to help them maintain the lifestyle they currently enjoy.
A value investing approach--purchasing securities of strong companies and
communities that represent good long-term value--is the cornerstone of Nuveen's
investment philosophy. It is a careful, long-term strategy that offers the
potential for attractive returns with moderated risk. Successful value
investing begins with in-depth research and a discerning eye for marketplace
opportunity. Nuveen's 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.
25
<PAGE>
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 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, except for the substitution of refunding securities
under certain circumstances or except as otherwise provided in this Prospectus.
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 the termination of a Trust specifying the time or times at
which Unitholders may surrender their certificates for cancellation shall be
given by the Trustee to each Unitholder at his address appearing on the
registration books of such Trust maintained by the Trustee. Unitholders not
electing a distribution of shares of Securities and who do not elect the
Rollover Option will receive a cash distribution from the sale of the remaining
Securities within a reasonable time after the Trust is terminated. Regardless
of the distribution involved, the Trustee will deduct from the funds
26
<PAGE>
of a Trust any accrued costs, expenses, advances or indemnities provided by the
Indenture, including estimated compensation of the Trustee and costs of
liquidation and any amounts required as a reserve to provide for payment of any
applicable taxes or other governmental charges. Trustee will then distribute to
each Unitholder his pro rata share of the balance of the Income and Capital
Accounts.
LEGAL OPINION
The legality of the Units offered hereby has been passed upon by Chapman and
Cutler, 111 West Monroe Street, Chicago, Illinois 60603. Carter, Ledyard &
Milburn, 2 Wall Street, New York, New York 10005, has acted as counsel for the
Trustee with respect to the Series.
AUDITORS
The "Statement of Condition" and "Schedule of Investments" at the 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>
NUVEEN UNIT TRUSTS
NUVEEN EQUITY UNIT TRUST
PROSPECTUS -- PART B
JULY 16, 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--STANDARD & POOR'S QUALITY EQUITY PORTFOLIO TRUST PROSPECTUS
JULY 16, 1998
NUVEEN UNIT TRUSTS
INFORMATION SUPPLEMENT
NUVEEN UNIT TRUSTS, SERIES 15
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 July 16, 1998. Capitalized terms have
been defined in the Prospectus.
TABLE OF CONTENTS
<TABLE>
<S> <C>
ACCUMULATION PLAN..................................................... 2
INFORMATION ABOUT THE SPONSOR......................................... 4
</TABLE>
APPENDIX A--STANDARD & POOR'S EARNINGS AND DIVIDEND RANKINGS FOR COMMON STOCKS
APPENDIX B--STANDARD & POOR'S CORPORATE RATINGS CRITERIA
S-1
<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) 621-7227. For a more detailed description, unitholders should
read the prospectus of the Accumulation Fund in which they are interested.
The following is a complete list of the Accumulation Funds currently
available, as of the Date of Deposit of this Prospectus, to Unitholders under
the Accumulation Plan. The list of available Accumulation Funds is subject to
change without the consent of any of the Unitholders.
ACCUMULATION FUNDS
MUTUAL FUNDS
NUVEEN FLAGSHIP MUNICIPAL TRUST
Nuveen Municipal Bond Fund
Nuveen Insured Municipal Bond Fund
Nuveen Flagship All-American Municipal Bond Fund
Nuveen Flagship Limited Term Municipal Bond Fund
Nuveen Flagship Intermediate Municipal Bond Fund
NUVEEN FLAGSHIP MULTISTATE TRUST I
Nuveen Flagship Arizona Municipal Bond Fund
Nuveen Flagship Colorado Municipal Bond Fund
Nuveen Flagship Florida Municipal Bond Fund
Nuveen Flagship Florida Intermediate Municipal Bond Fund
Nuveen Maryland Municipal Bond Fund
Nuveen Flagship New Mexico Municipal Bond Fund
Nuveen Flagship Pennsylvania Municipal Bond Fund
Nuveen Flagship Virginia Municipal Bond Fund
NUVEEN FLAGSHIP MULTISTATE TRUST II
Nuveen California Municipal Bond Fund
Nuveen California Insured Municipal Bond Fund
Nuveen Flagship Connecticut Municipal Bond Fund
Nuveen Massachusetts Municipal Bond Fund
Nuveen Massachusetts Insured Municipal Bond Fund
Nuveen Flagship New Jersey Municipal Bond Fund
Nuveen Flagship New Jersey Intermediate Municipal Bond Fund
Nuveen Flagship New York Municipal Bond Fund
Nuveen New York Insured Municipal Bond Fund
S-2
<PAGE>
NUVEEN FLAGSHIP MULTISTATE TRUST III
Nuveen Flagship Alabama Municipal Bond Fund
Nuveen Flagship Georgia Municipal Bond Fund
Nuveen Flagship Louisiana Municipal Bond Fund
Nuveen Flagship North Carolina Municipal Bond Fund
Nuveen Flagship South Carolina Municipal Bond Fund
Nuveen Flagship Tennessee Municipal Bond Fund
NUVEEN FLAGSHIP MULTISTATE TRUST IV
Nuveen Flagship Kansas Municipal Bond Fund
Nuveen Flagship Kentucky Municipal Bond Fund
Nuveen Flagship Kentucky Limited Term Municipal Bond Fund
Nuveen Flagship Michigan Municipal Bond Fund
Nuveen Flagship Missouri Municipal Bond Fund
Nuveen Flagship Ohio Municipal Bond Fund
Nuveen Flagship Wisconsin Municipal Bond Fund
Flagship Utility Income Fund
Nuveen Growth and Income Stock Fund
Nuveen Balanced Stock and Bond Fund
Nuveen Balanced Municipal and Stock Fund
Nuveen Rittenhouse Growth Fund
Nuveen European Value Fund
MONEY MARKET FUNDS
Nuveen California Tax-Free Money Market Fund
Nuveen Massachusetts Tax-Free Money Market Fund
Nuveen New York Tax-Free Money Market Fund
Nuveen Tax-Free Reserves, Inc.
Nuveen Tax-Exempt Money Market Fund, Inc.
Each person who purchases Units of a Trust may become a participant in the
Accumulation Plan and elect to have his or her distributions on Units of the
Trust invested directly in shares of one of the Accumulation Funds. Reinvesting
Unitholders may select any interest distribution plan. Thereafter, each
distribution of interest income or principal on the participant's Units
(principal only in the case of a Unitholder who has chosen to reinvest only
principal distributions) will, on the applicable distribution date, or the next
day on which the New York Stock Exchange is nominally open ("BUSINESS DAY"), if
the distribution date is not a business day, automatically be received by the
transfer agent for each of the Accumulation Funds, on behalf of such participant
and applied on that date to purchase shares (or fractions thereof) of the
Accumulation Fund chosen at net asset value as computed as of 4:00 p.m. eastern
time on each such date. All distributions will be reinvested in the Accumulation
Fund chosen and no part thereof will be retained in a separate account. These
purchases will be made without a sales charge.
The Transfer Agent of the Accumulation Fund will mail to each participant
in the Accumulation Plan a quarterly statement containing a record of all
transactions involving purchases of Accumulation Fund shares (or fractions
thereof) with Trust dividend distributions or as a result of reinvestment of
Accumulation Fund.
S-3
<PAGE>
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 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 department 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
S-4
<PAGE>
Income Municipal Fund, Inc., Nuveen Insured New York Premium Income Municipal
Fund, Inc., Nuveen Premium Income Municipal Fund 4, Inc., Nuveen Pennsylvania
Premium Income Municipal Fund 2, Nuveen Maryland Premium Income Municipal Fund,
Nuveen Virginia Premium Income Municipal Fund, Nuveen Massachusetts Premium
Income Municipal Fund, Nuveen Insured California Premium Income Municipal Fund
2, Inc., Nuveen Washington Premium Income Municipal Fund, Nuveen Georgia Premium
Income Municipal Fund, Nuveen Missouri Premium Income Municipal Fund, Nuveen
Connecticut Premium Income Municipal Fund, Nuveen North Carolina Premium Income
Municipal Fund, Nuveen California Premium Income Municipal Fund, Nuveen Insured
Premium Income Municipal Fund 2, all registered closed-end management investment
companies. These registered open-end and closed-end investment companies
currently have approximately $35 billion in securities under management. Nuveen
is a subsidiary of The John Nuveen Company which, in turn, is approximately 78%
owned by the St. Paul Companies, Inc. ("ST. PAUL"). St. Paul is located in St.
Paul, Minnesota and is principally engaged in providing property-liability
insurance through subsidiaries. Nuveen is a member of the National Association
of Securities Dealers, Inc. and the Securities Industry Association and has its
principal office located in Chicago (333 West Wacker Drive). Nuveen maintains 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.
S-5
<PAGE>
APPENDIX A
STANDARD & POOR'S EARNINGS AND DIVIDEND RANKINGS
FOR COMMON STOCKS
The investment process involves assessment of various factors--such as
products and industry position, corporate resources and financial policy--with
results that make some common stocks more highly esteemed than others. In this
assesment, Standard & Poor's believes that earnings and dividend performance is
the end result of the interplay of these factors and that, over the long run,
the record of this performance has a considerable bearing on relative quality.
The rankings, however, do not pretend to reflect all of the factors, tangible or
intangible, that bear on stock quality.
Relative quality of bonds or other debt, that is, degrees of protection for
principal and interest, called credit worthiness, cannot be applied to common
stocks, and therefore rankings are not to be confused with bond quality ratings
which are arrived at by a necessarily different approach.
Growth and stability of earnings and dividends are deemed key elements in
establishing Standard & Poor's earnings and dividend rankings for common stocks.
It should be noted, however, that the process also takes into consideration
certain adjustments and modifications deemed desirable in establishing such
rankings.
The major driver of these rankings is a computerized scoring system based
on per-share earnings and dividend records of the most recent ten years--a
period deemed long enough to measure significant time segments of secular
growth, to capture indications of basic changes in trend as they develop, and to
encompass the full peak-to-peak range of the business cycle. Basic scores are
computed for earnings and dividends, then adjusted as indicated by a set of
predetermined modifiers for growth, stability within long-term trend, and
cyclicality. Adjusted scores for earnings and dividends are then combined to
yield a final score.
In addition, the ranking system makes allowance for the fact that, in
general, corporate size imparts certain recognized advantages from an investment
standpoint. Conversely, minimum size limits (as measured by corporate revenues)
are set for the various rankings, but the system provides for exceptions when
the score reflects an outstanding earnings-dividend record.
The final score for each stock is measured against a scoring matrix
determined by analysis of the scores of a large and representative sample of
stocks. The range of scores in the array of this sample has been aligned with
the following ladder of rankings:
<TABLE>
<S> <C> <C> <C> <C> <C>
A+ Highest A- Above Average B- Lower
A High B+ Average C Lowest
B Below Average D In Reorganization
</TABLE>
NR signifies no ranking because of insufficient data or because the stock
is not amenable to the ranking process.
The rankings as determined above may be modified in some instances by
special considerations, such as natural disasters, massive strikes, and
non-recurring accounting adjustments.
A ranking is not a forecast of future market price performance, but is
basically an appraisal of past performance of earnings and dividends, and
relative current standing. These rankings must not be used as market
recommendations; a high-scoring stock may at times be so overpriced as to
justify its sale, while a low-scoring stock may be attractively priced for
purchase. Rankings based upon earnings and dividend records are no substitute
for complete analysis. They cannot take into account potential effects on
management changes, internal company policies not yet fully reflected in the
earnings and dividend record, public relations standing, recent competitive
shifts, and a host of other factors that may be relevant to market price or
suitability.
A-1
<PAGE>
APPENDIX B
STANDARD & POOR'S CORPORATE RATINGS CRITERIA
A Standard & Poor's issue credit rating is a current opinion of the
creditworthiness of an obligor with respect to a specific financial obligations,
a specific class of financial obligations, or a specific financial program
(including ratings on medium-term note programs and commercial paper programs).
It takes into consideration the creditworthiness of guarantors, insurers, or
other forms of credit enhancement on the obligation and takes into account the
currency in which the obligation is denominated. The issue credit rating is not
a recommendation to purchase, sell, or hold a financial obligation, inasmuch
as it does not comment as to market price or suitability for a particular
investor.
Issue credit ratings are based on current information furnished by the
obligors or obtained by Standard & Poor's from other sources it considers
reliable. Standard & Poor's does not perform an audit in connection with any
credit rating and may, on occasion, rely on unaudited financial information.
Credit ratings may be changed, suspended, or withdrawn as a result of changes
in, or unavailability of, such information, or based on other circumstances.
Issue credit ratings can be either long-term or short-term. Short-term
ratings are generally assigned to those obligations considered short-term in the
relevant market. In the U.S., for example, that means obligations with an
original maturity of no more than 365 days--including commercial paper. Short-
term ratings are also used to indicate the creditworthiness of an obligor with
respect to put features on long-term obligations. The result is a dual rating,
in which the short-term rating addresses the put feature, in addition to the
usual long-term rating. Medium-term notes are assigned long-term ratings.
LONG-TERM ISSUE CREDIT RATINGS
Issue credit ratings are based, in varying degrees, on the following
considerations:
1. Likelihood of payment--capacity and willingness of the obligor to
meet its financial commitment on an obligation in accordance with the terms
of the obligation;
2. Nature of and provisions of the obligation; and
3. Protection afforded by, and relative position of, the obligation
in the event of bankruptcy, reorganization, or other arrangement under the
laws of bankruptcy and other laws affecting creditors' rights.
The issue rating definitions are expressed in terms of default risk. As
such, they pertain to senior obligations of an entity. Junior obligations are
typically rated lower than senior obligations, to reflect the lower priority in
bankruptcy, as noted above. (Such differentiation applies when an entity has
both senior and subordinated obligations, secured and unsecured obligations, or
operating company and holding company
B-1
<PAGE>
obligations.) Accordingly, in the case of junior debt, the rating may not
conform exactly with the category definition.
"AAA" An obligation rated "AAA" has the highest rating assigned by Standard
& Poor's. The obligor's capacity to meet its financial commitment on
the obligation is extremely strong.
"AA" An obligation rated "AA" differs from the highest rated obligations
only in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.
"A" An obligation rated "A" is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
obligations in higher rated categories. However, the obligor's
capacity to meet its financial commitment on the obligation is still
strong.
"BBB" An obligation rated "BBB" exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its
financial commitment on the obligation.
Obligations rated "BB," "B," "CCC," "CC," and "C" are regarded as having
significant speculative characteristics. "BB" indicates the least degree of
speculation and "C" the highest. While such obligations will likely have some
quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.
"BB" An obligation rated "BB" is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which
could lead to the obligor's inadequate capacity to meet its financial
commitment on the obligation.
"B" An obligation rated "B" is more vulnerable to nonpayment than
obligations rated "BB," but the obligor currently has the capacity to
meet its financial commitment on the obligation. Adverse business,
financial, or economic conditions will likely impair the obligor's
capacity or willingness to meet its financial commitment on the
obligation.
"CCC" An obligation rated "CCC" is currently vulnerable to nonpayment, and
is dependent upon favorable business, financial, and economic
conditions for the obligor to meet its financial commitment on the
obligation. In the event of adverse business, financial, or economic
conditions, the obligor is not likely to have the capacity to meet its
financial commitment on the obligation.
"CC" An obligation rated "CC" is currently highly vulnerable to nonpayment.
"C" The "C" rating may be used to cover a situation where a bankruptcy
petition has been filed or similar action has been taken, but payments
on this obligation are being continued.
"D" An obligation rated "D" is in payment default. The "D" rating category
is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless Standard &
Poor's believes that such payments will be made during such grade
period. The "D" rating also will be used upon the filing of a
bankruptcy petition or the taking of a similar action if payments on
an obligation are jeopardized.
Plus(+) or minus (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the
major rating categories.
r This symbol is attached to the ratings of instruments with significant
noncredit risks. It highlights risks to principal or volatility of
expected returns which are NOT addressed in the credit rating.
Examples include: obligations linked or indexed to equities,
currencies, or commodities; obligations exposed to severe prepayment
risk--such as interest-only or principal-only mortgage securities; and
obligations with unusually risky interest terms, such as inverse
floaters.
B-2
<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 Independent Public
Accountants and Counsel as indicated
Exhibits as listed on page S-5
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. Each prospectus will be identical with the exception of the
respective Part A which will contain the financial information specific to such
underlying unit investment trust.
D. Undertakings
1. With 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 the distribution; and
2. The Information Supplement to the Trust will not include third party
financial information.
S-1
<PAGE>
Signatures
The Registrant, Nuveen Unit Trusts, Series 15 hereby identifies Series 4 of
the Nuveen unit Trusts for purposes of the representations required by Rule 487
and represents the following:
(1) that the portfolio securities deposited in the series as to the
securities of which this Registration Statement is being filed do not differ
materially in type or quality from those deposited in such previous series;
(2) that, except to the extent necessary to identify the specific
portfolio securities deposited in, and to provide essential financial
information for, the series with respect to the securities of which this
Registration Statement is being filed, this Registration Statement does not
contain disclosures that differ in any material respect from those contained in
the registration statements for such previous series as to which the effective
date was determined by the Commission or the staff; and
(3) that is has complied with Rule 460 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Nuveen Unit Trusts, Series 15 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 16th day of July,
1998.
NUVEEN UNIT TRUSTS, SERIES 15
(Registrant)
By JOHN NUVEEN & CO. INCORPORATED
(Depositor)
By /s/ Anna Kucinskis
_______________________________
Vice President
Attest Karen L. Healy
---------------------------
Assistant Secretary
S-2
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the 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 ) Larry W. Martin
Officer and Director ) ---------------
) Larry W. Martin
John P. Amboian Chief Financial Officer and ) Attorney-in-Fact**
Executive Vice President )
)
Margaret E. Wilson Vice President and ) July 16,1998
Controller )
</TABLE>
- ---------
* The titles of the persons named herein represent their capacity in and
relationship to John Nuveen & Co. Incorporated, the Depositor.
** The power of attorney for Messrs. Amboian, Dean and Schwertfeger were filed
as Exhibit P to Form N-8B-2 (File No. 811-08103) and for Ms. Wilson as Exhibit
6.2 to Nuveen Unit Trusts, Series 12 (File No. 33-49197).
S-3
<PAGE>
Consent of Independent Public Accountants
The consent of Arthur Andersen LLP to the use of its name in the Prospectus
included in the Registration Statement is filed by this amendment 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 Registration Statement is contained in its opinions filed by
this amendment 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 the Registration Statement is filed by this amendment 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 the Registration Statement is filed by this amendment as
Exhibit 3.3 to the Registration Statement.
S-4
<PAGE>
List of 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 (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.
2.1 Copy of Certificate of Ownership (Included in Exhibit 1.1(a) on pages 2
to 8, inclusive, and incorporated herein by reference).
3.1 Opinion of counsel as to legality of securities being registered.
3.2 Opinion of counsel as to Federal income tax status of securities being
registered.
3.3 Opinion of counsel as to New York income tax status of securities being
registered.
3.4 Opinion of counsel as to advancement of funds by Trustee.
4.2 Consent of The Chase Manhattan Bank.
4.4 Consent of Arthur Andersen LLP.
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).
S-5
<PAGE>
Exhibit 1.1(b)
Nuveen Unit Trusts, Series 15
Trust Indenture and Agreement
Dated: July 16, 1998
This Trust Indenture and Agreement by and between John Nuveen & Co.
Incorporated, as Depositor and The Chase Manhattan Bank, as Trustee, sets forth
certain provisions in full and incorporates other provisions by reference to the
document entitled "Standard Terms and Conditions of Trust for Nuveen Unit Trust,
Series 4 and certain subsequent Series, effective May 29, 1997" (herein called
the "Standard Terms and Conditions of Trust"), and such provisions as set forth
in full and such provisions as are incorporated by reference constitute a single
instrument. All references herein to Articles and Sections are to Articles and
Sections of the Standard Terms and Conditions of Trust.
Witnesseth That:
In consideration of the promises and of the mutual agreements herein
contained, the Depositor and the Trustee, agree as follows:
Part I
Standard Terms and Conditions of Trust
Subject to the Provisions of Part II hereof, all the provisions contained
in the Standard Terms and Conditions of Trust are herein incorporated by
reference in their entirety and shall be deemed to be a part of this instrument
as fully and to the same extent as though said provisions had been set forth in
full in this instrument.
Part II
Special Terms and Conditions of Trust
The following special terms and conditions are hereby agreed to:
(a) The Securities defined in Section 1.01(1) listed in Schedule A
hereto have been deposited in trust under this Trust Indenture and
Agreement.
(b) The fractional undivided interest in and ownership of the Trust
Fund represented by each Unit for the Trust on the Initial Date of Deposit
is the amount set forth under the captions "Essential Information --
Fractional Undivided Interest per Unit" in the Prospectus.
<PAGE>
(c) The number of Units created of the Trust are set forth under the
caption "Essential Information--Initial Number of Units" in the Prospectus
for the Trusts.
(d) Section 10.02 shall be amended to read in its entirety as
follows:
Section 10.02. Initial Costs. Subject to reimbursement as hereinafter
provided, the cost of organizing the Trust and the sale of the Trust Units shall
be borne by the Depositor, provided, however, that the liability on the part of
the Depositor under this section shall not include any fees or other expenses
incurred in connection with the administration of the Trust subsequent to the
deposit referred to in Section 2.01. Upon notification from the Depositor that
the primary offering period is concluded, the Trustee shall withdraw from the
Account or Accounts specified in the Prospectus or, if no Account is therein
specified, from the Capital Account, and pay to the Depositor the Depositor's
reimbursable expenses of organizing the Trust and sale of the Trust Units in an
amount certified to the Trustee by the Depositor. If the cash balance of the
Capital Account is insufficient to make such withdrawal, the Trustee shall, as
directed by the Depositor, sell Securities identified by the Depositor, or
distribute to the Depositor Securities having a value, as determined under
Section 4.01 as of the date of distribution, sufficient for such reimbursement.
The reimbursement provided for in this section shall be for the account of the
Unit holders of record at the conclusion of the primary offering period. Any
assets deposited with the Trustee in respect of the expenses reimbursable under
this Section 10.02 shall be held and administered as assets of the Trust for all
purposes hereunder. The Depositor shall deliver to the Trustee any cash
identified in the Statement of Net Assets of the Trust included in the
Prospectus not later than the 10 calendar days following the Initial Date of
Deposit or deposit of additional Securities, as applicable and the
Depositor's obligation to make such delivery shall be secured by the letter of
credit deposited pursuant to Section 2.01. Any cash which the Depositor has
identified as to be used for reimbursement of expenses pursuant to this Section
10.02 shall be held by the Trustee, without interest, and reserved for such
purpose and accordingly, prior to the conclusion of the primary offering period,
shall not be subject to distribution or, unless the Depositor otherwise directs,
used for payment of redemptions in excess of the per Unit amount payable
pursuant to the next sentence. If a Unit holder redeems Units prior to the
conclusion of the primary offering period, the Trustee shall pay to the Unit
holder, in addition to the Redemption Value of the tendered Units, unless
otherwise directed by the Depositor, an amount equal to the estimated per Unit
cost of organizing the Trust and the sale of Trust Units set forth in the
Prospectus, or such revision thereof most recently communicated to the Trustee
by the Depositor pursuant to Section 5.01, multiplied by the number of Units
tendered for redemption; to the extent the cash on hand in the Trust is
insufficient for such payment, the Trustee shall have the power to sell
Securities in accordance with Section 5.02. As used herein, the Depositor's
reimbursable expenses of organizing the Trust and sale of the Trust Units shall
include the cost of the initial preparation and typesetting of the registration
statement, prospectuses (including preliminary prospectuses), the indenture, and
other documents relating to the Trust, SEC and state blue sky registration fees,
the cost of the initial valuation of the portfolio and audit of the Trust, the
initial fees and expenses of the Trustee, and legal and other out-of-pocket
expenses related thereto, but not including the expenses incurred in the
printing of preliminary prospectuses and prospectuses, expenses incurred in the
preparation and printing of brochures and other advertising materials and any
other selling expenses.
(e) Article I of the Standard Terms and conditions of Trust is hereby
amended to replace the definitions of "Capital Distribution Date" and
"Mandatory Termination Date" and to add the following definitions:
Interim Rollover Unitholder
The meaning assigned to it in the Prospectus for a Trust.
Final Rollover Unitholder
The meaning assigned to it in the Prospectus for a Trust.
Capital Distribution Date
The meaning assigned to it in the Prospectus for a Trust.
Mandatory Termination Date
The meaning assigned to it in the Prospectus for a Trust.
Prospectus
The prospectus relating to a Trust in the form first used to
confirm sales of Units.
(f) Article I of the Standard Terms and Conditions of Trust is hereby
amended to replace the definitions of "Rollover Notification Date,"
"Special Redemption and Liquidation Period," "Capital Distribution Date"
and "Mandatory Termination Date" with the following:
-2-
<PAGE>
Ex.1.1(b)
Rollover Notification Date
The dates specified in the Prospectus for the "Interim Rollover
Notification Date" and the "Final Rollover Notification Date" in
"Essential Information" shall also apply individually to the term
"Rollover Notification Date" provided herein. In addition, any
reference to the "Rollover Notification Date" as it relates
exclusively to "Interim Rollover Unitholders" shall be interpreted to
apply only to such Unitholders and any reference to the "Rollover
Notification Date" as it relates exclusively to "Final Rollover
Unitholders" shall be interpreted to apply only to such Unitholders.
Special Redemption and Liquidation Period
The dates specified in the Prospectus for the "Interim Special
Redemption and Liquidation Period" and the "Final Special Redemption
and Liquidation Period" in "Essential Information" shall also apply
individually to the term "Special Redemption and Liquidation Period"
provided herein. In addition, any reference to the "Special Redemption
and Liquidation Period" as it relates to exclusively to "Interim
Rollover Unitholders" shall be interpreted to apply only to such
Unitholders and any reference to the "Special Redemption and
Liquidation Period" as it relates exclusively to "Final Rollover
Unitholders" shall be interpreted to apply only to such Unitholders.
(g) The following shall be added at the end of the first
paragraph of subsection (a) of Section 5.03:
"The notice and form of election to be sent to Unitholders in respect
of any redemption and purchase of Units of a New Series as provided in this
section shall be in such form and shall be sent at such time or times as
the Depositor shall direct the Trustee in writing and the Trustee shall
have no responsibility therefor. The Distribution Agent acts solely as
disbursing agent in connection with purchases of Units pursuant to this
Section and nothing herein shall be deemed to constitute the Distribution
Agent a broker in such transactions."
(h) Article III of the Standard Terms and Conditions of Trust is
hereby amended to add the following section:
Section 3.14. License Fees. If so provided in the Prospectus for
the Nuveen-Standard & Poor's Quality Equity Portfolio (the "Quality Equity
Trust") and pursuant to a Licensing Agreement between Standard & Poor's
Corporation ("S&P") and the Depositor (the "S&P Agreement"), as
consideration for the licenses granted by S&P for the right to use its
trademarks and trade names and for the use of databases and research owned
by S&P, the Quality Equity Trust will pay a fee set forth in the Agreement
to S&P or the Depositor to reimburse the Depositor for payment of the
expenses.
If the S&P Agreement provides for an annual license fee computed
in whole or part by reference to the average daily net asset value of the
Quality Equity Trust assets, for purpose of calculating the accrual of
estimated expenses such annual fee shall accrue at a daily rate and the
Trustee is authorized to compute an estimated license fee payment (i) until
the Depositor has informed the Trustee that there will be no further
deposits of additional Securities, by reference to an estimate of the
average daily net asset value of the Quality Equity Trust assets which the
Depositor shall provide the Trustee, (ii) thereafter and during the
calendar quarter in which the last business day of the period described in
clause (i) occurs, by reference to the net asset value of the Quality
Equity Trust assets as of such last business day, and (iii) during each
subsequent calendar quarter, by reference to the net asset value of the
Quality Equity Trust assets as of the last business day of the preceding
calendar quarter. The Trustee shall adjust the net asset value (Trust Fund
Evaluation) as of the dates specified in the preceding sentence to account
for any variation between accrual of estimated license fee and the license
fee payable pursuant to the S&P Agreement, but such adjustment shall not
affect calculations made prior thereto and no adjustment shall be made in
respect thereof.
(i) The following subsection (d) shall be added to Section 7.02:
(d) The Depositor may employ agents in connection with its duties
under Section 3.11 and 3.13 hereof and shall not be answerable for the
default or misconduct of such agents if they shall have been selected with
reasonable care. The fees of such agents shall be reimbursable to the
Depositor from the Trust Fund, provided, however, that the amount of such
reimbursement in any year (i) shall reduce the amount payable to the
Depositor for such year with respect to the service in question and shall
not exceed the maximum amount payable to the Depositor for such service for
such year and (ii) if such agent is an affiliate of the Depositor, the
amount of the reimbursement, when combined with (a) all compensation
received by such agent from other series of the Fund or other unit
investment trusts sponsored by the Depositor or its affiliates and (b) the
amount payable to the Depositor from the Trust Fund and from other series
of the Fund or other unit investment trusts sponsored by the Depositor or
its affiliates in respect of the service in question, shall not exceed the
aggregate cost of such agent and the Depositor of providing such service.
The Trustee shall pay such reimbursement against the Depositor's invoice
therefor upon which the Trustee may rely as the Depositor's certification
that the amount claimed complies with the provisions of this paragraph.
(j) Section 4.01 shall be amended to read in its entirety as
follows:
Section 4.01. Evaluation of Securities. The Evaluator shall
determine separately and promptly furnish to the Trustee and the Depositor
upon request the value of each issue of Securities as of the Evaluation
Time as provided in the following manner:
The Evaluator will prepare each evaluation for which market
quotations for the Securities are available by the use of outside services
normally used and contracted with for this purpose. If the Securities are listed
on a national securities exchange or the NASDAQ National Market System, the
evaluation will be based on the last sale price on the exchange or system (if a
Security is listed on the New York Stock Exchange, the last sale price on that
exchange shall apply) or, if there is no sale price on the exchange or system,
at the closing bid price on the exchange or system. If such market quotations
are not available, the Evaluator shall determine the value of the Securities.
Such evaluation shall generally be based on the current bid prices on the over-
the-counter market (unless it is determined that these prices are inappropriate
as a basis for evaluation). If such prices are not available on the over-the-
counter market, the evaluation will generally be made by the Evaluator in good
faith (1) on the basis of the current bid prices for comparable securities, (2)
by the Evaluator's appraising the value of the Securities in good faith at the
bid side of the market or (3) by any combination thereof. For each evaluation,
the Evaluator shall also determine and furnish to the Trustee and the Depositor
the aggregate of (a) the value of all Securities on the basis of such evaluation
and (b) on the basis of the information furnished to the Evaluator by the
Trustee pursuant to Section 3.02, the amount of cash then held in the Capital
Account which was received by the Trustee after the Record Date preceding such
determination less any amounts held in the Capital Account for distribution to
Unitholders on a subsequent Distribution Date when a Record Date occurs four
business days or less after such determination. For the purposes of the
foregoing, the Evaluator may obtain current prices for the Securities from
investment dealers or brokers (including the Depositor) that customarily deal in
similar securities.
With respect to any Security not listed on a national exchange or the
NASDAQ National Market System, or, with respect to a Security so listed but the
Evaluator deems the last reported sale price on the relevant exchange to be
inappropriate as a basis for valuation, upon the Evaluator's request, the
Depositor shall, from time to time, designate one or more evaluation services
or other sources of information on which the Evaluator shall be authorized
conclusively to rely in evaluating such Security, and the Evaluator shall have
no liability for any errors in the information so received. The cost thereof
shall be an expense reimbursable to the Evaluator from the Income and Capital
Accounts.
(k) Section 5.01 shall be amended to read in its entirety as
follows:
Section 5.01. Trust Fund Evaluation. As of the Evaluation Time
next following any tender by a Unitholder for redemption and on any other
business day desired by it or as may be required hereunder, the Trustee
shall as to each Trust Fund:
Add
(1) cash on hand in the Trust Fund (other than cash held
especially for the purchase of Contract Securities) and moneys in the
process of being collected from declared dividends,
(2) the aggregate value of each issue of the Securities in the
Trust Fund (including Contract Securities) as determined by the Evaluator
pursuant to Section 4.01, and
(3) all other assets of the Trust;
Deduct
(1) amounts representing any applicable taxes, governmental
charges or other charges pursuant to Section 3.03 payable out of the Trust
Fund and for which no deductions shall have previously been made for the
purpose of addition to the Reserve Account,
(2) amounts representing estimated accrued fees and expenses of
the Trust Fund including but not limited to unpaid fees and expenses of the
Trustee (including legal and auditing expenses), the Evaluator, the
Depositor and counsel, and
(3) amounts representing unpaid accrued organizational and
offering costs, and
(4) cash allocated for distribution to Unitholders of the Trust
Fund of record as of the business day prior to the evaluation then being
made.
The resulting figure is herein called a "Trust Fund Evaluation."
For purposes of determining the Trust Fund Evaluation under this Section
5.01, the Trustee shall rely upon the amounts representing unpaid accrued
organizational and offering costs in the estimated amount per Unit set
forth in the Prospectus until such time as the Depositor notifies the
Trustee in writing of a revised estimated amount per Unit representing
unpaid accrued organizational and offering costs. Upon receipt of such
notice, the Trustee shall use this revised estimated amount per Unit
representing unpaid accrued organizational and offering costs in
determining the Trust Fund Evaluation but such revision of the estimated
expenses shall not affect calculations made prior thereto and no adjustment
shall be made in respect thereof.
-3-
<PAGE>
In Witness Whereof, John Nuveen & Co. Incorporated, has caused this
Trust Indenture and Agreement for Nuveen Unit Trusts, Series 15 to be executed
by its President, one of its Vice Presidents or one of its Assistant Vice
Presidents and its corporate seal to be hereto affixed and attested by its
Secretary or its Assistant Secretary and The Chase Manhattan Bank has caused
this Trust Indenture and Agreement to be executed by one of its Vice Presidents
or Second Vice Presidents and its corporate seal to be hereto affixed and
attested to by one of its Assistant Treasurers; all as of the day, month and
year first above written.
John Nuveen & Co. Incorporated,
Depositor
By /s/ William H. Stabenow
----------------------------
Authorized Officer
(Seal)
Attest:
By /s/ Karen L. Healy
-------------------------
Assistant Secretary
The Chase Manhattan Bank, Trustee
By /s/ Cary Kliven
----------------------------
Vice President
(Seal)
Attest:
By /s/ Robert E. Lisk
--------------------------
Assistant Treasurer
-4-
<PAGE>
Schedule A to the Trust Indenture and Agreement
Securities Initially Deposited
in
Nuveen Unit Trusts, SERIES 15
(Note: Incorporated herein and made a part hereof is the "Schedule of
Investments" as set forth for the Trust in the Prospectus.)
-5-
<PAGE>
Exhibit 3.1
July 16, 1998
John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606
Re: Nuveen Unit Trusts, Series 15
-----------------------------
Gentlemen:
We have served as counsel for you, as depositor of Nuveen Unit Trusts,
Series 15 (hereinafter referred to as the "Fund"), in connection with the
issuance under the Trust Indenture and Agreement dated the date hereof between
John Nuveen & Co. Incorporated, as Depositor, and The Chase Manhattan Bank, as
Trustee, of Units of fractional undivided interest in the one or more Trusts of
said Fund (hereinafter referred to as the "Units").
In connection therewith, we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to enable us
to express the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. The execution and delivery of the Trust Indenture and Agreement and the
establishment of book entry positions and the execution and issuance of
certificates evidencing the Units in the Trust of the Fund have been duly
authorized; and
2. The book entry positions and certificates evidencing the Units in the
Trust of the Fund when duly established or duly executed and delivered by the
Depositor and the Trustee in accordance with the aforementioned Trust Indenture
and Agreement, will constitute valid and binding obligations of such Trust and
the Depositor in accordance with the terms thereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-53773) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Respectfully submitted,
Chapman and Cutler
EFF:ps
<PAGE>
Exhibit 3.2
July 16, 1998
John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606
The Chase Manhattan Bank
Nuveen Administration Department
4 New York Plaza, Third Floor
New York, New York 10004-2413
Re: Nuveen Unit Trusts, Series 15 consisting of:
Nuveen - Standard & Poor's Quality Equity Portfolio, Series 9, July 1998
------------------------------------------------------------------------
Gentlemen:
We have acted as counsel for John Nuveen & Co. Incorporated, as Sponsor and
Depositor of Nuveen Unit Trusts, Series 15 (the "Fund") consisting of Nuveen-
Standard & Poor's Quality Equity Portfolio, Series 9, July 1998 (the "Trust"),
in connection with the issuance of Units of fractional undivided interest in the
Trust, under a Trust Indenture and Agreement dated July 16, 1998 (the
"Indenture") between John Nuveen & Co. Incorporated, as Depositor, and The Chase
Manhattan Bank, as Trustee and Evaluator.
In this connection, we have examined the Registration Statement, the form
of Prospectus proposed to be filed with the Securities and Exchange Commission,
the Indenture and such other instruments and documents we have deemed pertinent.
The opinions expressed herein assume that the Trust will be administered, and
investments by the Trust from proceeds of subsequent deposits, if any, will be
made, in accordance with the terms of the Indenture. The assets of the Trust
will consist of a portfolio of equity securities (the "Securities") as set forth
in the Prospectus. For purposes of this opinion, it is assumed that each
Security is equity for federal income tax purposes.
Based upon the foregoing and upon an investigation of such matters of law
as we consider to be applicable, we are of the opinion that, under existing
federal income tax law:
I. The Trust is not an association taxable as a corporation for Federal
income tax purposes but will be governed by the provisions of subchapter J
(relating to trusts) of Chapter 1, Internal Revenue Code of 1986 (the "Code");
each Unitholder will be treated as the owner of a pro rata portion of each of
the assets of the Trust, in the proportion that the
<PAGE>
number of Units held by him bears to the total number of Units outstanding;
under Subpart E, Subchapter J of Chapter 1 of the Code, income of the Trust will
be treated as income of the Unitholders in the proportion described above; and
an item of Trust income will have the same character in the hands of a
Unitholder as it would have in the hands of the Trustee. Each Unitholder will be
considered to have received his pro rata share of income derived from each Trust
asset when such income is considered to be received by the Trust. A Unitholder's
pro rata portion of distributions of cash or property by a corporation with
respect to a Security ("dividends" as defined by Section 316 of the Code), 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 Equity Security, and
to the extent that such dividends exceed a Unitholder's tax basis in such
Security, shall be treated as gain from the sale or exchange of property.
II. The price a Unitholder pays for his Units, generally including sales
charges, is allocated among his 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 Units), in order to determine
his tax basis for his pro rata portion of each Security held by the Trust.
III. Gain or loss will be recognized to a Unitholder (subject to various
nonrecognition provisions under the Code) upon redemption or sale of his Units,
except to the extent an in kind distribution of stock is received by such
Unitholder from the Trust as discussed below. Such gain or loss is measured by
comparing the proceeds of such redemption or sale with the adjusted basis of his
Units. Before adjustment, such basis would normally be cost if the Unitholder
had acquired his Units by purchase. Such basis will be reduced, but not below
zero, by the Unitholder's pro rata portion of dividends with respect to each
Security which is not taxable as ordinary income.
IV. If the Trustee disposes of a Trust asset (whether by sale, exchange,
liquidation, redemption, payment on maturity or otherwise) gain or loss will be
recognized to the Unitholder (subject to various nonrecognition provisions under
the Code) and the amount thereof will be measured by comparing the Unitholder's
aliquot share of the total proceeds from the transaction with his basis for his
fractional interest in the asset disposed of. Such basis is ascertained by
apportioning the tax basis for his Units (as of the date on which his Units were
acquired) among each of the Trust's assets (as of the date on which his Units
were acquired) ratably according to their values as of the valuation date
nearest the date on which he purchased such Units. A Unitholder's basis in his
Units and of his fractional interest in each Trust asset must be reduced, but
not below zero, by the Unitholder's pro rata portion of dividends with respect
to each Security which are not taxable as ordinary income.
<PAGE>
V. Under the Indenture, under certain circumstances, a Unitholder
tendering Units for redemption may request an in kind distribution of Securities
upon the redemption of Units or upon the termination of the Trust. As
previously discussed, prior to the redemption of Units or the termination of the
Trust, a Unitholder is considered as owning a pro rata portion of each of the
Trust's assets. The receipt of an in kind distribution will result in a
Unitholder receiving an undivided interest in whole shares of stock and possibly
cash. The potential federal income tax consequences which may occur under an in
kind distribution with respect to each Security owned by the Trust will depend
upon whether or not a United States 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
of 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 tax basis in such
fractional share of a Security held by the Trust. The total amount of taxable
gains (or losses) recognized upon such redemption will generally equal the sum
of the gain (or loss) recognized under the rules described above by the
redeeming Unitholder with respect to each Security owned by the Trust.
A domestic corporation owning Units in the Trust may be eligible for the
70% dividends received deduction pursuant to Section 243(a) of the Code 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), subject to the
limitations imposed by Sections 246 and 246A of the Code. 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.
Section 67 of the Code provides that 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. Unitholders
may be required to treat some or all of the expenses of a Trust as miscellaneous
itemized deductions subject to this limitation.
A Unitholder will recognize taxable gain (or loss) when all or part of the
pro rata interest in a Security is either sold by the Trust or redeemed or when
a Unitholder disposes of his Units in a taxable transaction, in each case for an
amount greater (or less) than his tax basis therefor.
<PAGE>
It should be noted that payments to a Trust of dividends on Securities that
are attributable to foreign corporations may be subject to foreign withholding
taxes and Unitholders should consult their tax advisers regarding the potential
tax consequences relating to the payment of any such withholding taxes by the
Trust. Any dividends withheld as a result thereof will nevertheless be treated
as income to the Unitholders. Because under the grantor trust rules, an
investor is deemed to have paid directly his share of foreign taxes that have
been paid or accrued, if any, an investor may be entitled to a foreign tax
credit or deduction for United States tax purposes with respect to such taxes.
A required holding period is imposed for such credits.
Any gain or loss recognized on a sale or exchange will, under current law,
generally be capital gain or loss.
The scope of this opinion is expressly limited to the matters set forth
herein, and, except as expressly set forth above, we express no opinion with
respect to any other taxes, including foreign, state or local taxes or
collateral tax consequences with respect to the purchase, ownership and
disposition of Units.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-53773) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Very truly yours,
Chapman and Cutler
EFF:ps
<PAGE>
[Letterhead of Carter, Ledyard & Milburn]
Exhibit 3.3
July 16, 1998
Nuveen Unit Trusts, Series 15
Nuveen--Standard & Poor's Quality Equity Portfolio, Series 9, July 1998
c/o The Chase Manhattan Bank,
as Trustee
4 New York Plaza, 3rd Floor
New York, New York 10004
Re: Nuveen Unit Trusts, Series 15
Nuveen--Standard & Poor's Quality Equity Portfolio,
Series 9, July 1998
------------------------------------------
Dear Sirs:
We are acting as special counsel with respect to New York tax matters for
Nuveen Unit Trusts, Series 15, Nuveen--Standard & Poor's Quality Equity
Portfolio, Series 9, July 1998 (the "Trust Fund"), which will be established
under a Standard Terms and Conditions of Trust for Nuveen Unit Trusts Series 4
and certain subsequent Series dated May 29, 1997 and a related Trust Indenture
and Agreement dated today's date (such Standard Terms and Conditions of Trust
and related Trust Indenture and Agreement are referred to collectively as the
"Indenture"), each between John Nuveen & Co. Incorporated, as Depositor (the
"Depositor"), and The Chase Manhattan Bank, as Trustee (the "Trustee"). Pursuant
to the terms of the Indenture, units of fractional undivided interest in the
Trust Fund will be issued (the "Units"), which Units may, in accordance with the
Indenture, be represented by a certificate or certificates (the
"Certificates").
We have examined and are familiar with originals or certified copies, or
copies otherwise identified to our satisfaction, of such documents as we have
deemed necessary or appropriate for the purpose of this opinion. In giving this
opinion, we have relied upon the two opinions, each dated today and addressed to
the Trustee, of Chapman and Cutler, counsel for the Depositor, with respect to
the matters of law set forth therein.
Based upon the foregoing, we are of the opinion that:
<PAGE>
1. The Trust Fund will not constitute an association taxable as a
corporation under New York law, and accordingly will not be subject to the
New York State franchise tax or the New York City general corporation tax.
2. Under the income tax laws of the State and City of New York, the
income of the Trust Fund will be considered the income of the holders of
the Units.
3. By reason of the exemption contained in paragraph (a) of
Subdivision 8 of Section 270 of the New York Tax Law, no New York State
stock transfer tax will be payable in respect of any transfer of the
Certificates.
We consent to the filing of this opinion as an exhibit to the Registration
Statement (No. 333-53773) filed with the Securities and Exchange Commission with
respect to the registration of the sale of the Units and to the references to
our name under the captions "Tax Status" and "Legal Opinion" in such
Registration Statement and the preliminary prospectus included therein.
Very truly yours,
CARTER, LEDYARD & MILBURN
-2-
<PAGE>
[Letterhead of Carter, Ledyard & Milburn]
Exhibit 3.4
July 16, 1998
The Chase Manhattan Bank,
as Trustee of Nuveen Unit Trusts, Series 15
Nuveen--Standard & Poor's Quality Equity Portfolio, Series 9, July 1998
4 New York Plaza, 3rd Floor
New York, New York 10004
Attention: Mr. Steven B. Wolinsky
Senior Vice President
Re: Nuveen Unit Trusts, Series 15
Nuveen--Standard & Poor's Quality Equity
Portfolio, Series 9, July 1998
------------------------------------------
Dear Sirs:
We are acting as counsel for The Chase Manhattan Bank ("Chase") in
connection with the execution and delivery of a Standard Terms and Conditions of
Trust for Nuveen Unit Trusts Series 4 and certain subsequent Series dated May
29, 1997 and a related Trust Indenture and Agreement dated today's date (such
Standard Terms and Conditions of Trust and related Trust Indenture and Agreement
are collectively referred to as the "Indenture"), each between John Nuveen & Co.
Incorporated, as Depositor (the "Depositor"), and Chase, as Trustee (the
"Trustee"), establishing the Nuveen Unit Trusts, Series 15, Nuveen--Standard &
Poor's Quality Equity Portfolio, Series 9, July 1998 (the "Trust Fund"), and the
confirmation by Chase, as Trustee under the Indenture, that it has caused to be
credited to the Depositor's account at The Depository Trust Company a number of
units constituting the entire interest in the Trust Fund (such aggregate units
being herein called "Units") each of which represents an undivided interest in
the Trust Fund, which consists of common stocks (including confirmations of
contracts for the purchase of certain stock not yet delivered and cash, cash
equivalents or an irrevocable letter of credit in the amount required for such
purchase upon the receipt of such stock), such stocks being defined in the
Indenture as Securities and referenced in the schedules to the Indenture.
<PAGE>
We have examined the Indenture, the Closing Memorandum executed and
delivered today by the Depositor and the Trustee (the "Closing Memorandum"), the
form of certificate for the Units included in the Indenture and a specimen of
the certificates to be issued thereunder (the "Certificates") and such other
documents as we have deemed necessary in order to render this opinion. Based on
the foregoing, we are of the opinion that:
1. Chase is a duly organized and existing corporation having the
powers of a trust company under the laws of the State of New York.
2. The Indenture has been duly executed and delivered by Chase and,
assuming due execution and delivery by the Depositor, constitutes the valid
and legally binding obligation of Chase.
3. The Certificates are in proper form for execution and delivery by
Chase, as Trustee.
4. Chase, as Trustee, has registered on the registration books of
each Trust Fund the ownership of the Units by The Depository Trust Company,
where it has caused the Units to be credited to the account of the
Depositor. Upon receipt of confirmation of the effectiveness of the
registration statement for the sale of the Units filed with the Securities
and Exchange Commission under the Securities Act of 1933, the Trustee may
cause the Units to be transferred on the registration books of the Trust
Fund to such other names, and in such denominations, as the Depositor may
order, and may deliver Certificates evidencing such ownership as provided
in the Closing Memorandum.
5. Chase, as Trustee, may lawfully advance amounts to the Trust Fund
and may be reimbursed, without interest, for any such advances from funds
in the income and capital accounts, as provided in the Indenture.
In rendering the foregoing opinion, we have not considered, among other
things, whether the Securities have been duly authorized and delivered.
Very truly yours,
CARTER, LEDYARD & MILBURN
<PAGE>
[On Letterhead of The Chase Manhattan Bank]
Exhibit 4.2
July 16, 1998
John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606
Re: Nuveen Unit Trusts, Series 15 consisting of:
Nuveen--Standard & Poor's Quality Equity Portolio, Series 9, July 1998
-----------------------------------
Dear Sirs:
The Chase Manhattan Bank is acting as Evaluator for the series of Nuveen
Unit Trust set forth above (the "Trust"). We enclose a list of the Securities
to be deposited in the Trusts on the date hereof. The prices indicated therein
reflect our evaluation of such Securities as of close of business on July 15,
1998 in accordance with the valuation method set forth in the Standard Terms and
Conditions of Trust for Nuveen Unit Trust Series 4 and subsequent. We consent
to the reference to The Chase Manhattan Bank as the party performing the
evaluations of the Trust Securities in the Registration Statement (No. 333-
53773) filed with the Securities and Exchange Commission with respect to the
registration of the sale of the Trust Units and to the filing of this consent as
an exhibit thereto.
Very truly yours,
/s/ Robert E. Lisk
Assistant Treasurer
EFF:ps
<PAGE>
Exhibit 4.4
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the use of our
report and to all references to our Firm included in or made a part of this
Registration Statement.
Arthur Andersen LLP
Chicago, Illinois
July 16, 1998
<PAGE>
Memorandum
Nuveen Unit Trusts, Series 15
File No. 333-53773
The Prospectus and the Indenture filed with Amendment No. 1 of the
Registration Statement on Form S-6 have been revised to reflect information
regarding the deposit of securities on July 16, 1998 and to set forth certain
data based thereon. In addition, there are a number of other changes from the
Prospectus as originally filed to which reference is made, including the change
in the size of the Fund, a corresponding change in the number of Units and a
change in the trust constituting the Fund.
An effort has been made to set forth below certain of the changes and also
to reflect all changes by marking the Prospectus submitted with the Amendment.
Form S-6
Facing Sheet. The file number, effective date and 487 election is now
provided.
The Prospectus
Part A - Page 1. The date of the prospectus, CUSIP numbers, the number of
securities contained in the Trust and the date of Part B of the Prospectus have
been updated.
Part A - Pages 2-3. The "Trust Summary and Financial Highlight" section,
including applicable footnotes, has been updated.
Part A - Page 4. The date the screening model was applied has been updated.
Part A - Pages 5-6. The securities selected for the Trust and descriptions
of the issuers have been updated.
Part A - Page 6. The period over which the deferred sales charge will be
collected has been updated.
Part A - Page 9. The Schedule of Investments and the related footnotes have
been updated.
Part A - Page 10. The Statement of Condition and the related footnotes have
been updated.
Part A - Page 11. The Report of Independent Public Accountants has been
updated.
Page B - Page 1. The date of Part B of the Prospectus has been
updated.
Page B - Pages 10-15. The "Tax Status" section has been updated.
Page B - Back Cover. The date of Part B of the Prospectus has been
updated.
Information Supplement. The date of the supplement and the series
number have been updated.
Chapman and Cutler
Chicago, Illinois
July 16, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND> This schedule contains summary financial information extracted from
Nuveen-Standard & Poor's Quality Equity Portfolio, Series 9 which is
incorporated in the prospectus dated and is qualified in its entirety by
reference to such prospectus.
</LEGEND>
<SERIES>
<NUMBER> 3
<NAME> Nuveen - Standard & Poor's Quality Equity Portfolio, Series 9
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> AUG-15-1999
<PERIOD-END> AUG-15-1999
<INVESTMENTS-AT-COST> 139,540
<INVESTMENTS-AT-VALUE> 139,492
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 139,492
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,691
<TOTAL-LIABILITIES> 2,691
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 14,090
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 139,492
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 9.90
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
