<PAGE>
File No. 333-63847
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 21
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: Alan G. Berkshire
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
- ---- September 30, 1998 at 1:30 P.M. pursuant to Rule 487.
<PAGE>
Nuveen Unit Trusts, Series 21
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
<S> <C> <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 )
trust's securities ) Composition of Trusts
) Distributions To Unitholders
) Redemption
) Removal of Securities From The Trusts
) Information About The Trustee
) Information About The Sponsor
) Other Information
) Tax Status
11. Type of securities comprising units ) Nuveen Unit Trusts
) Composition Of Trusts
)
)
</TABLE>
<PAGE>
<TABLE>
<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 underwriter,) Purchase of Units by the Sponsor
trustee or 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>
<S> <C> <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 OF NUVEEN]
Defined The Dow 5/SM/ Portfolio,
Portfolios
October 1998
CUSIP 67065G 204-DIVIDENDS IN CASH
CUSIP 67065G 212-DIVIDENDS REINVESTED
PROSPECTUS PART A DATED SEPTEMBER 30, 1998
Overview
The Nuveen-The Dow 5sm Port- spectus--Part B which is
folio, October 1998 (the dated September 16, 1998.
"Trust") is a unit investment Part B of this Prospectus is
trust consisting of the com- attached.
mon stocks of the five compa-
nies with the lowest per Units of the Trust are not
share stock price of the ten deposits or obligations of,
companies in the Dow Jones or guaranteed or endorsed by,
Industrial Averagesm any bank and are not feder-
("DJIAsm") that have the ally insured or otherwise
highest dividend yields one protected by the FDIC or any
business day prior to the other Federal agency and in-
Initial Date of Deposit. The volve investment risk, in-
Trust seeks to provide an cluding the possible loss of
above average total return principal.
through a combination of cap-
ital appreciation and divi- THESE SECURITIES HAVE NOT
dend income. The Trust is BEEN APPROVED OR DISAPPROVED
scheduled to terminate in ap- BY THE SECURITIES AND EX-
proximately 13 months. CHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE
This Part A Prospectus may ACCURACY OR ADEQUACY OF THIS
not be distributed unless ac- PROSPECTUS. ANY REPRESENTA-
companied by the Nuveen Eq- TION TO THE CONTRARY IS A
uity Unit Trust Pro- CRIMINAL OFFENSE.
Contents
1 OVERVIEW 6 DISTRIBUTIONS
2 TRUST SUMMARY AND FINANCIAL 6 Income and Capital Distributions
HIGHLIGHTS 7 INVESTING IN THE TRUST
2 Essential Information 7 Sales Charges
2 Expense Information 7 Dealer Concessions
4 TRUST STRATEGIES 8 HYPOTHETICAL PERFORMANCE INFORMATION
4 Investment Objective 9 GENERAL INFORMATION
4 Investment Philosophy 9 Optional Features
4 Investor Suitability 10 Secondary Market for Units
4 How the Trust Selects 10 Termination
Investments 10 The Sponsor
4 The Dow Jones Industrial 11 SCHEDULE OF INVESTMENTS
Averagesm 12 STATEMENT OF CONDITION
5 RISK FACTORS 13 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
6 Litigation
6 SECURITIES SELECTED FOR
THE TRUST
"Dow Jones Industrial Averagesm", The Dow 5sm, The Dow 10sm and "DJIAsm" are
service marks of Dow Jones & Company, Inc. ("Dow Jones") and have been licensed
for use for certain purposes by John Nuveen & Co. Incorporated ("Nuveen") on
behalf of the Trust. The Trust is not endorsed, sold or promoted by Dow Jones,
and Dow Jones makes no representation regarding the advisability of investing
in the Trust.
---
D05-10-98-P 1
<PAGE>
Nuveen-The Dow 5sm Portfolio, October 1998
TRUST SUMMARY AND FINANCIAL HIGHLIGHTS at the Opening of Business on September
30, 1998
ESSENTIAL INFORMATION
Initial Date of Deposit: September 30, 1998
Initial Offering Date: October 1, 1998
Rollover Notification Date: September 27, 1999
Special Redemption and Liquidation
Period: October 15, 1999--October 29, 1999
Initial Number of Units (1): 15,149
Fractional Undivided Interest per Unit: 1/15,149
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PUBLIC OFFERING PRICE (2)(4) INDUSTRY DIVERSIFICATION
<S> <C> <C>
Aggregate Offering Price of Securi- Auto Manufacturing (20%)
ties: $149,983 Basic Industries (20%)
Chemicals Diversified (20%)
Aggregate Offering Price of Securi- Machinery/Construction (20%)
ties per Unit: $ 9.90 Tobacco/Food Processing (20%)
Plus Maximum Sales Charge of 2.75%
(2.778% of the Net Amount -----------------------------
Invested) (3): $ 0.275
MANDATORY TERMINATION DATE
Less Deferred Sales Charge (3): $ 0.175 October 29, 1999
Initial Public Offering Price per
Unit: $ 10.00
Maximum Organizational and Offering
Costs (per Unit) (4): $ .01325
</TABLE>
- ---------------------------------------------
ESTIMATED ANNUAL INCOME DISTRIBUTIONS (5)
Estimated Annual Income Distributions
(per Trust) $4,319
Estimated Annual Income Distributions
(per Unit) $0.26937
EXPENSE INFORMATION
<TABLE>
<CAPTION>
SALES CHARGES (MAXIMUM TOTAL 2.75%) (6)
AMOUNT PER $1000
INVESTED
(AS OF THE INITIAL
DATE OF DEPOSIT)
------------------
<S> <C> <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 (as a % of
Initial Public
Offering Price)
(6):............. 1.75% $17.50
Maximum Total
Sales Charge
(6):............. 2.75% $27.50
Maximum Sales
Charge on Rein-
vested Dividends
(as a % of Ini-
tial Public Of-
fering Price)
(6):............. 1.75% $17.50
----------------------------------------------
MAXIMUM ORGANIZATIONAL AND OFFERING
COSTS (PER UNIT) (4): $.01325
ESTIMATED ANNUAL OPERATING EXPENSES (PER UNIT)
----------------------------------------------
<S> <C>
Trustee's Fee: $.00950
Sponsor's Supervisory Fee (7): $.00250
Miscellaneous Expenses and Licens-
ing
Fees (8): $.00375
-------
Total Annual Expenses: $.01575
=======
</TABLE>
ESTIMATED COSTS OVER TIME
The following are the estimated cumu-
lative costs on a $1,000 investment,
assuming (as mandated by the Securi-
ties and Exchange Commission) a 5%
annual return, and reinvestment of
all distributions:
Over 1 Year $ 30.27
Over 3 Years $ 72.62
Over 5 Years $117.51
Over 10 Years $241.87
The examples reflect both the esti-
mated operating expenses and maximum
sales charge on an increasing invest-
ment (had the net annual return been
reinvested in the Trust). The exam-
ples should not be considered repre-
sentations of future expenses or an-
nual 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 approxi-
mately 13 months, investors may be
able to reinvest their proceeds into
subsequently offered trusts, subject
to additional sales charges. Those
subsequent sales charges are re-
flected above.
---
2
<PAGE>
- --------------------------------------------------------------------------------
Notes to Essential Information and Expense Information:
(1) As of the close of business on October 1, 1998, 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 according-
ly, from the amounts indicated above.
(2) Each Security listed on a national securities exchange or the NASDAQ Na-
tional Market System is valued at the 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 2.75% of
the Public Offering Price and the maximum remaining deferred sales charge
(initially $0.175 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 December 31, 1998 through September 30,
1999. Subsequent to the Initial Date of Deposit, the amount of the initial
sales charge will vary with changes in the aggregate value of the Securi-
ties in the Trust. Deferred sales charge payments will be paid from funds
in the Capital Account, if sufficient, or from the periodic sale of Securi-
ties. 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 addi-
tional information. On the Initial Date of Deposit there will be no accumu-
lated 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 Secu-
rities at the opening of business on the Initial Date of Deposit and estab-
lishes the original proportionate relationship amongst the individual Secu-
rities. 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
the Trust (including costs of preparing the registration statement, the
trust Indenture and other closing documents, registering Units with the Se-
curities and Exchange Commission and states, the initial audit of the Trust
portfolio, the initial evaluation, legal fees, the initial fees and ex-
penses of the Trustee, and any other non-material out-of-pocket expenses
but not the expenses incurred in the printing of preliminary and final pro-
spectuses, 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. The maximum per Unit organizational and of-
fering costs are included in the Public Offering Price per Unit. Actual or-
ganizational and offering costs will not exceed the maximum per Unit amount
provided herein and will be deducted from the assets of the Trust at the
end of the initial offering period (approximately 4 weeks). See "Public Of-
fering Price" in Part B of this Prospectus and "Statement of Condition."
(5) Estimated Annual Income Distributions are based on the most recently de-
clared dividends of the Securities. Estimated Annual Income Distributions
per Unit are based on the number of Units, the fractional undivided inter-
est in the Securities per Unit and the aggregate value of the Securities
per Unit as of the Initial Date of Deposit. Investors should note that the
actual amount of income distributed per Unit by the Trust will vary from
the estimated amount due to a variety of factors including, changes in the
items described in the preceding sentence, expenses and actual dividends
declared and paid by the issuers of the Securities.
(6) The Maximum Initial Sales Charge (as a percentage of the Initial Public Of-
fering Price) is the difference between the Maximum Total Sales Charge of
2.75% and the maximum remaining deferred sales charge (initially $0.175 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, irre-
spective of the purchase or redemption price, deducted on such dates set
forth in "Investing in the Trust." Except as noted in "Investing in the
Trust" or "Redemption" in Part B of this Prospectus, if a Unitholder sells
or redeems Units before all of these deductions have been made, the balance
of the deferred sales charge payments remaining will be deducted from the
sales or redemption proceeds. If the Public Offering Price exceeds $10.00
per Unit, the deferred portion of the sales charge will be less than 1.75%;
if the Public Offering Price is less than $10.00 per Unit, the deferred
portion of the sales charge will be greater than 1.75%.
(7) 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.
(8) The Miscellaneous Expenses and Licensing Fees include the estimated per
Unit costs associated with an annual fee paid by the Trust to Dow Jones for
a license to use service marks, trademarks and trade names.
---
3
<PAGE>
Trust Strategies
INVESTMENT OBJECTIVE
The objective of the Trust is to provide above-average total return through a
combination of capital appreciation and dividend income. There is no assurance
that the Trust will achieve its investment objective.
INVESTMENT PHILOSOPHY
The Trust consists of a portfolio of common stocks chosen through the applica-
tion of an investment model that selects the common stocks of the five compa-
nies with the lowest per share stock price of the ten companies in the DJIA
that have the highest dividend yields ("The Dow 5sm model"). Nuveen (the
"Sponsor") believes that dividends play an important part in total return, and
blue chip stocks that have higher dividend yields may also be undervalued.
Through the application of The Dow 5 model, the Trust seeks to buy the Securi-
ties at depressed prices and to sell them at relatively high prices. This is
contrary to the typical practice of buying securities based on good news. How-
ever, as indicated by the historical performance figures provided in the com-
parison of total returns table herein, these out-of-favor stocks have the po-
tential for attractive returns.
For the Trust, The Dow 5 model was applied one business day prior to the Ini-
tial Date of Deposit. The Trust is a non-managed investment vehicle which em-
ploys a buy and hold investment strategy. The Trust plans to hold, for approx-
imately 13 months, the stocks selected. At the end of that period, the portfo-
lio will be liquidated. Nuveen intends to create a separate series of the
Trust that utilizes the Dow 5 model to select securities in conjunction with
the termination of the Trust. Investors may reinvest redemption or termination
proceeds in the new portfolio at a reduced sales charge, if available. Each
portfolio is designed to be part of a longer term strategy and Nuveen believes
that more consistent results are likely if the strategy is followed for at
least three to five years. See "Special Redemption, Liquidation and Investment
in a New Trust." Of course, there is no guarantee that the Trust, any particu-
lar Security or this investment strategy, over any time period, will provide
positive returns or will not lose money.
Nuveen intends to periodically create additional Units of this Trust. To do
this, Nuveen expects to deposit additional Securities in the Trust or cash
(including a letter of credit) with instructions to the Trustee to purchase
additional Securities. Such deposit of Securities will be done in a manner
that will allow the 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 widely held
stocks that are included in the DJIA.
. Purchasing the Trust through a tax-deferred vehicle.
. Seeking Securities with relatively high dividends and the possibility of
capital gains.
The Trust is not a suitable investment if:
. You are unwilling to assume the risks inherent in investing in common stock
over a relatively short time horizon.
HOW THE TRUST SELECTS INVESTMENTS
The Securities included in the Trust's portfolio are the common stocks of the
five companies with the lowest per share stock price of the ten companies
listed on the DJIA with the highest dividend yields one business day prior to
the Initial Date of Deposit. The dividend yields were calculated by
annualizing the last quarterly or semi-annual ordinary dividend declared and
dividing the result by the market value of the Security as of the close of
business one business day prior to the Initial Date of Deposit. A description
of the Securities included in the Trust is set forth below under "Securities
Selected for the Trust" and "Schedule of Investments."
THE DOW JONES INDUSTRIAL AVERAGESM
The DJIA was first published in The Wall Street Journal in 1896. Initially
consisting of just 12 stocks, the DJIA expanded to 20 stocks in 1916 and to
its present size of 30 stocks on October 1, 1928. The stocks are chosen by the
editors of The Wall Street Journal as representative of the broad market and
of American industry. The companies are major factors in their industries and
their stocks are widely held by individuals
---
4
<PAGE>
and institutional investors. Changes in the components of the DJIA are made
entirely by the editors of The Wall Street Journal without consultation with
the companies, the stock exchange or any official agency. For the sake of con-
tinuity, changes are made rarely. However, on March 17, 1997 four companies
were added to the DJIA replacing Bethlehem Steel Corporation, Texaco, Inc.,
Westinghouse Electric Corporation and Woolworth Corporation. The companies
added to the DJIA were Hewlett-Packard Co., Johnson & Johnson, Travelers
Group, Inc. and Wal-Mart Stores, Inc. Most substitutions have been the result
of mergers, but from time to time, changes may be made to achieve a better
representation. The components of the DJIA may be changed at any time for any
reason. The following is a list of the companies which currently comprise the
DJIA.
AT&T Corporation
Allied Signal
Aluminum Company of America
American Express Company
Boeing Company
Caterpillar Inc.
Chevron Corporation
Coca-Cola Company
Walt Disney Company
E.I. du Pont de Nemours & Company
Eastman Kodak Company
Exxon Corporation
General Electric Company
General Motors Corporation
Goodyear Tire & Rubber Company
Hewlett-Packard Co.
International Business Machines Corporation
International Paper Company
Johnson & Johnson
McDonald's Corporation
Merck & Company, Inc.
Minnesota Mining & Manufacturing Company
J.P. Morgan & Company, Inc.
Philip Morris Companies, Inc.
Procter & Gamble Company
Sears, Roebuck & Company
Travelers Group, Inc.
Union Carbide Corporation
United Technologies Corporation
Wal-Mart Stores, Inc.
Risk Factors
Risk is inherent in all investing. Investing in a unit trust involves risk,
including the risk that you may receive little or no return on your investment
or even that you may lose part or all of your investment. Therefore, before
investing you should consider carefully the following risks that you assume
when you invest in this Trust. Because of these and other risks, the Trust
should only represent a portion of your overall portfolio and you should con-
sider 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 objec-
tive.
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 af-
fected by a variety of factors, including, among others, general stock market
movements, changes in the perceptions about the issuers, changes in interest
rates or inflation, or changes in the financial condition of the issuers of
the Securities. The equity markets tend to have periods of generally rising
prices and periods of generally falling prices and have recently experienced
significant volatility. 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 in-
vestor in the Trust may be exposed to more market risk than an investor in
certain managed investment vehicles. In addition, the relative lack of diver-
sity of Securities in the Trust's portfolio resulting from the Trust contain-
ing only five Securities may subject Unitholders to greater market risk than
other investment vehicles that have more diversified portfolios.
Inflation risk: the risk that the value of assets or income from investments
will be less in the future as inflation decreases the value of money. As in-
flation increases, the value of the Trust's assets can decline as can the
value of the Trust's distributions.
The Securities included in the Trust generally share attributes that have
caused them to have lower prices or higher yields relative to the other stocks
in the DJIA. Accordingly, these Securities may be experiencing financial dif-
ficulty; may be out of favor in the market because of a variety of factors in-
cluding, but not limited to, weak
---
5
<PAGE>
performance, poor earnings forecasts, negative publicity, litigation or legis-
lation; or may be reacting to general market factors. There can be no assur-
ance that the market factors that caused the relatively low prices and high
yields of the Securities will change, that any negative conditions adversely
affecting the share prices will improve, that share prices will not decline
further or that the Securities will continue to be included in the DJIA.
LITIGATION
On the Initial Date of Deposit, Philip Morris Companies common stock repre-
sents approximately 20% of the value of the Trust. Pending legal proceedings
against Philip Morris cover a wide range of matters including product liabil-
ity and consumer protection. Damages claimed in many of the smoking and health
cases alleging personal injury (both individual and class actions), and in
health cost recovery cases brought by governments, unions and similar entities
seeking reimbursement for health care expenditures, aggregate many billions of
dollars.
The Sponsor cannot predict the outcome of the litigation pending against
Philip Morris or how the current uncertainty concerning regulatory and legis-
lative measures will ultimately be resolved. The Sponsor cannot predict
whether these and other possible developments will have a material effect on
the price of Philip Morris stock over the term of the Trust, which could in
turn adversely affect Unit prices.
See "Risk Factors" in Part B of this Prospectus for an additional discussion
of potential risks.
Securities Selected for the Trust
CATERPILLAR INC.
Caterpillar Inc. designs, manufactures, and markets earthmoving and construc-
tion machines, as well as mining and agricultural machinery. The company pro-
vides financing alternatives for its equipment. Caterpillar's machines are
distributed through 65 dealers in the United States and 132 internationally.
Machines are used for marine, agricultural, petroleum, industrial, and other
applications.
DUPONT (E.I.) DE NEMOURS AND COMPANY
DuPont (E.I.) de Nemours and Company is a research and technology-based com-
pany offering products including chemicals, polymers, fibers, and petroleum.
The company serves worldwide markets in the aerospace, agriculture, apparel,
automotive, construction, packaging, printing, refining and transportation in-
dustries.
GENERAL MOTORS CORPORATION
General Motors Corporation, headquartered in Detroit, Michigan, manufactures
and sells cars and trucks worldwide under the trademarks "Chevrolet," "Oldsmo-
bile," "Pontiac," "Buick," "Saturn," "Cadillac" and "GMC Trucks."
GOODYEAR TIRE & RUBBER COMPANY
Goodyear Tire & Rubber Company, headquartered in Akron, Ohio, develops, makes
and sells tires and related transportation products; participates in various
crude oil transportation and gathering activities; and makes various indus-
trial rubber and chemical products.
PHILIP MORRIS COMPANIES, INC.
Philip Morris Companies, Inc., headquartered in New York, New York, is the
world's largest producer and marketer of consumer packaged goods. Its five
principal operating companies are Kraft Foods, Inc., Miller Brewing Company,
Philip Morris International Inc., Philip Morris U.S.A. and Philip Morris Capi-
tal Corporation.
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
---
6
<PAGE>
the New Trust (as defined below). Distributions of funds in the Capital Ac-
count, 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 termi-
nation 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 capital on his Units, other than the final liquidating distribution, auto-
matically reinvested in additional Units of the Trust subject only to applica-
ble remaining deferred sales charge payments. See "Distributions to
Unitholders" in Part B of this Prospectus.
Investing in the Trust
SALES CHARGES
The maximum sales charge of 2.75% of the public offering price consists of an
initial sales charge equal to the difference between the maximum sales charge
of 2.75% and the maximum remaining deferred sales charge, initially $0.175 per
Unit, and any remaining deferred sales charge. Unitholders will be assessed 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 period commencing De-
cember 31, 1998 through September 30, 1999 (the "Deferred Period").
Unitholders that purchase more than 5,000 Units are entitled to reduced sales
charges. In addition, certain classes of investors are entitled to purchase
Units at reduced sales charges. See "Public Offering Price" in Part B of this
Prospectus. Sales charges for larger single transactions (including deferred
sales charges) are as follows:
- -------------------------------------------------------------------------------
SALES CHARGES
<TABLE>
<CAPTION>
Total Percent***
Initial Deferred Maximum of Net
Sales Sales Sales Amount
Number of Units* Charge** Charge Charge++ Invested
- ---------------- -------- -------- -------- ----------
<S> <C> <C> <C> <C>
Less than 5,000........................... 1.00% $0.175 2.75% 2.78%
5,000 to 9,999............................ 0.75% $0.175 2.50% 2.53%
10,000 to 24,999.......................... 0.50% $0.175 2.25% 2.27%
25,000 to 49,999.......................... 0.25% $0.175 2.00% 2.02%
50,000 to 99,999.......................... 0.00% $0.175 1.75% 1.77%
100,000 or more........................... 0.00% $0.175 1.00%+ 1.01%
Wrap Accounts............................. 0.00% $0.175 0.65%+ 0.66%
Rollover (per Unit)....................... 0.00% $0.175 $0.175 1.77%
</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 amounts reflected.
DEALER CONCESSIONS
The Sponsor plans to allow a concession of 2.25% for non-breakpoint purchases
of Units to dealer firms in connection with the sale of Units in a given
transaction. However, the Sponsor plans to allow dealer firms, in connection
with Units sold in transactions to investors that receive reduced sales
charges based on the number of Units sold or in connection with Units sold to
Rollover Unitholders or Wrap Accounts, the following concessions:
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7
<PAGE>
<TABLE>
<CAPTION>
% CONCESSION
NUMBER OF UNITS* PER UNIT
- ---------------- ------------
<S> <C>
5,000 to 9,999..................................................... 2.00%
10,000 to 24,999................................................... 1.75
25,000 to 49,999................................................... 1.50
50,000 to 99,999................................................... 1.25
100,000 or more.................................................... 0.50
Wrap Accounts...................................................... 0.00
Rollover (per Unit)................................................ $0.13
</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.
For additional information on dealer concessions, see "Distribution of Units
to the Public" in Part B of this Prospectus.
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 DJIA with the hypothetical perfor-
mance of approximately equal amounts invested in the common stocks chosen by
The Dow 5 model (but not the Trust) in each of the 25 years listed below, as
of the business day prior to the beginning of each year ("Strategy Total Re-
turns").
The returns shown herein are not guarantees of future performance and should
not be used as a predictor of returns to be expected in connection with the
Trust. The common stocks selected by The Dow 5 model underperformed the S&P
500 and/or the DJIA in certain years. Accordingly, there can be no assurance
that the Trust's portfolio will outperform the S&P 500 or the DJIA over the
life of the Trust or over consecutive 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 Dow 5
model; past performance is not indicative of future results; and Securities
are often purchased or sold at prices different from the closing prices used
in buying and selling Units.
- -------------------------------------------------------------------------------
COMPARISON OF TOTAL RETURN/2/
<TABLE>
<CAPTION>
ANNUALIZED
HYPOTHETICAL THE
DOW 5SM STRATEGY S&P 500 DJIASM
YEAR TOTAL RETURNS/1/ TOTAL RETURNS TOTAL RETURNS
- ---- ---------------- ------------- -------------
<S> <C> <C> <C>
1973............................... 19.69% -14.50% -13.1%
1974............................... -5.40% -26.03% -23.1%
1975............................... 64.77% 36.92% 44.4%
1976............................... 40.96% 23.64% 22.7%
1977............................... 5.64% -7.16% -12.7%
1978............................... 1.20% 6.39% 2.7%
1979............................... 9.90% 18.19% 10.5%
1980............................... 40.52% 31.48% 21.4%
1981............................... 3.62% -4.85% -3.4%
1982............................... 41.87% 20.37% 25.8%
1983............................... 36.10% 22.31% 25.7%
1984............................... 10.87% 5.97% 1.1%
1985............................... 37.84% 31.06% 32.8%
1986............................... 30.31% 18.54% 26.9%
1987............................... 11.06% 5.67% 6.0%
1988............................... 21.22% 16.34% 16.0%
1989............................... 10.49% 31.23% 31.7%
1990............................... -15.27% -3.14% -0.6%
1991............................... 61.79% 30.00% 23.9%
1992............................... 22.26% 7.43% 7.4%
1993............................... 34.52% 9.94% 16.7%
1994............................... 8.08% 1.29% 5.0%
1995............................... 27.08% 37.11% 36.5%
1996............................... 25.85% 22.68% 28.6%
1997............................... 20.07% 33.10% 24.8%
1998 thru 9/29..................... 10.71% 9.33% 3.51%
</TABLE>
(1) The Dow 5 model common stocks were selected by applying The Dow 5 model on
the business day prior to the beginning of each year. The Dow 5 model includes
common stocks listed in the DJIA and S&P 500.
(2) Total return represents the change in market price for the one-year period
plus dividends, divided by the initial price for a given year, for each group
of stocks. Total return does not take into consideration any sales charges,
commissions, expenses or taxes. From 1973 through 1997, the average annual to-
tal return for The Dow 5 model was 21.12% while the S&P 500 and the DJIA
achieved average annual total returns of 12.87% and 13.00%, respectively. The
average annual total returns for The Dow 5 model for the one year, five year,
ten year, twenty year and twenty-five year periods ended December 31, 1997
were 20.07%, 22.79%, 20.15%, 21.07%, and 21.12%, respectively. These hypothet-
ical results represent the past performance of The Dow 5 model and not the ac-
tual Trust. Past performance does not guarantee future results. Although the
Trust seeks to achieve a better performance than the S&P 500 and the DJIA,
there can be no assurance that the Trust will achieve a better performance
over any investment period in the Trust or over rollover periods, if succes-
sive trusts are available.
---
8
<PAGE>
SUPPOSE YOU HAD INVESTED $10,000 ON JANUARY 1, 1973?
[GRAPH APPEARS HERE]
The graph depicts how a $10,000 investment in the Dow 5, DJIA and the S&P 500
Index in 1973, grows to $1,322,071, $243,149 and $242,643, respectively.
The chart above represents hypothetical past performance of The Dow 5 model
(but not the Trust), the S&P 500 and the DJIA from January 1, 1973 through
September 29, 1998 and should not be considered indicative of future results.
The chart assumes that all dividends are reinvested and does not reflect sales
charges, commissions, expenses or taxes. The returns for The Dow 5 model re-
flect the adjustment of the securities included in The Dow 5 model every year
in accordance with The Dow 5 model, and they do not indicate the actual per-
formance of any investment product. Although the Trust seeks to achieve a bet-
ter 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.
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. During the initial offering period, the Re-
demption Price per Unit includes estimated organizational and offering costs
per Unit. After the initial offering period, the Redemption Price will not in-
clude 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")
in conjunction with the termination of the Trust (approximately 13 months af-
ter the Initial Date of Deposit). The portfolio of the New Trusts will contain
common stocks that are selected by the Sponsor using the same criteria and in-
vestment philosophy employed by this series of the Trust. Unitholders may
elect to have their proceeds reinvested into a New Trust, if available, by no-
tifying the Trustee of this election by the Rollover Notification Date. 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
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9
<PAGE>
electing to have their proceeds reinvested into a new series of the Trust
shall be referred to herein as "Rollover Unitholders.") Rollover Unitholders
therefore will generally not receive an interim or final liquidation distribu-
tion (other than cash not invested in a New Trust or other eligible trust),
but will receive Units in a New Trust or other eligible trust. It should be
noted that legislative proposals are introduced from time to time that affect
tax rates and could affect relative differences at which ordinary income and
capital gains are taxed. See "Tax Status" in Part B of this Prospectus. This
exchange option may be modified, terminated or suspended. See "Special Redemp-
tion, 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 as set forth above in "Investing in the
Trust--Sales Charge." During the initial offering period, the price at which
the Sponsor expects to repurchase Units (the "Sponsor's Repurchase Price") in-
cludes estimated organizational and offering costs per Unit. After the initial
offering period, the Sponsor's Repurchase Price will not include such esti-
mated organizational and offering costs. If a secondary market is not main-
tained, a Unitholder may still redeem his Units through the Trustee. See "Re-
demption" in Part B of this Prospectus. Any applicable deferred sales charge
remaining on Units at the time of their sale or redemption will be collected
at that time.
TERMINATION
Commencing on the Mandatory Termination Date, the Equity Securities will begin
to be sold as prescribed by the Sponsor. The Trustee will provide written no-
tice of the termination to Unitholders which will specify when certificates
may be surrendered. Unitholders not electing the "Rollover Option" 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.
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 lifestyle
they currently enjoy.
The prospectus describes in detail the investment objectives, policies and
risks of the Trust. We invite you to discuss the contents with your financial
adviser, or you may call us at 800-257-8787 for additional information.
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10
<PAGE>
- --------------------------------------------------------------------------------
NUVEEN--THE DOW 5SM PORTFOLIO, OCTOBER 1998
(Nuveen Unit Trusts, Series 21)
Schedule of Investments at the Opening of Business on the Initial Date of
Deposit, September 30, 1998
<TABLE>
<CAPTION>
PERCENTAGE OF MARKET
NAME OF ISSUER OF AGGREGATE VALUE COST OF CURRENT
NUMBER OF SECURITIES OFFERING PER SECURITIES TO DIVIDEND
SHARES (TICKER SYMBOL)(1) PRICE SHARE TRUST(2) YIELD(3)
- -----------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
637 Caterpillar Inc. (CAT) 20.02% $47.1250 $ 30,019 2.55%
DuPont (E.I.) de Nemours
504 and Co. (DD) 20.00% 59.5000 29,988 2.35%
General Motors
517 Corporation (GM) 19.99% 58.0000 29,986 3.45%
Goodyear Tire & Rubber
577 Company (GT) 20.00% 52.0000 30,004 2.31%
Philip Morris Companies,
638 Inc. (MO) 19.99% 47.0000 29,986 3.74%
----- ------ --------
2,873 100% $149,983
===== ====== ========
</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 September 30, 1998.
(2) The cost of the Securities to the Trust represents the aggregate underlying
value with respect to the Securities acquired (generally determined by the
last sale prices of the listed Securities on the business day preceding the
Initial Date of Deposit). The valuation of the Securities has been deter-
mined by the Trustee. The aggregate underlying value of the Securities on
the Initial Date of Deposit was $149,983. Cost and gain or (loss) to Spon-
sor relating to the Securities sold to the Trust were $148,761 and $1,222,
respectively.
(3) Current Dividend Yield for each Security was calculated by annualizing the
last quarterly or semi-annual ordinary dividend declared on that Security
and dividing the result by that Security's closing sale price on the busi-
ness day prior to the Initial Date of Deposit.
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11
<PAGE>
- -------------------------------------------------------------------------------
NUVEEN-THE DOW 5SM PORTFOLIO, OCTOBER 1998
(Nuveen Unit Trusts, Series 21)
Statement of Condition at the Opening of Business on the Initial Date of
Deposit, September 30, 1998
<TABLE>
<S> <C>
TRUST PROPERTY
Investment in Equity Securities represented by purchase con-
tracts(1)(2)........................................................ $149,983
--------
Total.......................................................... $149,983
========
LIABILITIES AND INTEREST OF UNITHOLDERS
LIABILITIES:
Deferred sales charge(3)........................................... $ 2,651
Estimated organizational and offering costs(4)..................... 201
--------
Total.......................................................... $ 2,852
========
INTEREST OF UNITHOLDERS:
Unit of fractional undivided interest outstanding (15,149)
Cost to investors(5)............................................... $151,457
Less: Gross underwriting commission(6)........................... 4,125
Less: Estimated organizational and offering costs(4)............. 201
--------
Net amount applicable to investors................................. $147,131
========
Total.......................................................... $149,983
========
</TABLE>
- ---------
(1) Aggregate cost of Securities listed under "SCHEDULE OF INVESTMENTS" is
based on their aggregate underlying value.
(2) An irrevocable letter of credit has been deposited with the Trustee as
collateral, which is sufficient to cover the monies necessary for the pur-
chase of the Securities pursuant to contracts for the purchase of such Se-
curities.
(3) 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 December 31, 1998, and on the last business
day of each month thereafter through September 30, 1999.
(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 establish-
ing the Trust. These costs have been estimated at, and will not exceed,
$0.01325 per Unit. A distribution will be made at the end of the initial
offering period to an account maintained by the Trustee from which the or-
ganizational and offering cost obligation of the investors to the Sponsor
will be satisfied. Securities may be sold to meet this obligation.
(5) Aggregate Public Offering Price computed as set forth under "PUBLIC OFFER-
ING PRICE" in Part B of this Prospectus.
(6) The gross underwriting commission of 2.75% of the Public Offering Price
includes both an up-front and a deferred sales charge and has been calcu-
lated on the assumption that the Units sold are not subject to a reduction
of sales charge for quantity purchases. In single transactions involving
5,000 Units or more, the sales charge is reduced. (See "PUBLIC OFFERING
PRICE" in Part B of this Prospectus.)
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12
<PAGE>
Report of Independent Public Accountants
To the Board of Directors of John Nuveen & Co. Incorporated and Unitholders of
Nuveen Unit Trusts, Series 21:
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 21 (Nuveen--The Dow 5 Portfolio, October 1998), as
of September 30, 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 21 (Nuveen--The Dow 5
Portfolio, October 1998), as of September 30, 1998, in conformity with gener-
ally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
September 30, 1998.
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13
<PAGE>
(This page has been left blank intentionally.)
---
14
<PAGE>
[NUVEEN LOGO]
Defined The Dow 10/SM/ Portfolio,
Portfolios
October 1998
CUSIP 67065K 205-DIVIDENDS IN CASH
CUSIP 67065K 213-DIVIDENDS REINVESTED
PROSPECTUS PART A DATED SEPTEMBER 30, 1998
Overview
The Nuveen--The Dow 10sm Portfolio, October 1998 (the "Trust") is a unit in-
vestment trust consisting of the common stocks of the ten companies in the Dow
Jones Industrial Averagesm ("DJIAsm") that have the highest dividend yields one
business day prior to the Initial Date of Deposit. The Trust seeks to provide
an above average total return through a combination of capital appreciation and
dividend income. The Trust is scheduled to terminate in approximately 13
months.
This Part A Prospectus may not be distributed unless accompanied by the Nuveen
Equity Unit Trust Pro spectus-Part B which is dated September 16, 1998. Part B
of this Prospectus is attached.
Units of the Trust are not deposits or obligations of, or guaranteed or en-
dorsed 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 7 DISTRIBUTIONS
2 TRUST SUMMARY AND FINANCIAL 7 Income and Capital Distributions
HIGHLIGHTS 7 INVESTING IN THE TRUST
2 Essential Information 7 Sales Charges
2 Expense Information 8 Dealer Concessions
4 TRUST STRATEGIES 8 HYPOTHETICAL PERFORMANCE INFORMATION
4 Investment Objective 10 GENERAL INFORMATION
4 Investment Philosophy 10 Optional Features
4 Investor Suitability 10 Secondary Market for Units
4 How the Trust Selects 10 Termination
4 Investments 11 The Sponsor
The Dow Jones Industrial 12 SCHEDULE OF INVESTMENTS
5 Averagesm 13 STATEMENT OF CONDITION
RISK FACTORS 14 REPORT OF INDEPENDENT PUBLIC
6 Litigation ACCOUNTANTS
6 SECURITIES SELECTED FOR
THE TRUST
"Dow Jones Industrial Averagesm", The Dow 5/sm/, The Dow 10/sm/ and "DJIA/sm/
" are service marks of Dow Jones & Company, Inc. ("Dow Jones") and have been
licensed for use for certain purposes by John Nuveen & Co. Incorporated
("Nuveen") on behalf of the Trust. The Trust is not endorsed, sold or promoted
by Dow Jones, and Dow Jones makes no representation regarding the advisability
of investing in the Trust.
---
D10-10-98-P 1
<PAGE>
Nuveen-The Dow 10/SM/ Portfolio, October 1998
TRUST SUMMARY AND FINANCIAL HIGHLIGHTS at the Opening of Business on September
30, 1998
ESSENTIAL INFORMATION
Initial Date of Deposit: September 30, 1998
Initial Offering Date: October 1, 1998
Rollover Notification Date: September 27, 1999
Special Redemption and Liquidation Period:
October 15, 1999-October 29, 1999
Initial Number of Units (1): 15,138
Fractional Undivided Interest per Unit: 1/15,138
- --------------------------------------------------------------------------------
PUBLIC OFFERING PRICE (2)(4)
<TABLE>
<S> <C>
Aggregate Offering Price of Securi-
ties: $149,874
Aggregate Offering Price of Securi-
ties per Unit: $9.90
Plus Maximum Sales Charge of 2.75%
(2.778% of the Net Amount
Invested) (3): $0.275
Less Deferred Sales Charge (3): $0.175
Initial Public Offering Price per
Unit: $10.00
Maximum Organizational and Offering
Costs (per Unit) (4): $.01325
</TABLE>
- ---------------------------------------------
ESTIMATED ANNUAL INCOME DISTRIBUTIONS (5)
Estimated Annual Income Distributions
(per Trust) $4,331
Estimated Annual Income Distributions
(per Unit) $.27035
INDUSTRY DIVERSIFICATION
Auto Manufacturing (10%)
Basic Industries (10%)
Chemicals-Diversified (10%)
Financial Services/Banking (10%)
Machinery/Construction (10%)
Manufacturing (10%)
Oil/Gas--International (20%)
Photo Equipment/Supplies (10%)
Tobacco/Food Processing (10%)
- ---------------------------------------------
MANDATORY TERMINATION DATE
October 29, 1999
EXPENSE INFORMATION
SALES CHARGES (MAXIMUM TOTAL 2.75%) (6)
<TABLE>
<CAPTION>
AMOUNT PER $1000
INVESTED
(AS OF THE INITIAL
DATE OF DEPOSIT)
------------------
<S> <C> <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 (as a % of
Initial Public
Offering Price)
(6):............. 1.75% $17.50
Maximum Total
Sales Charge
(6):............. 2.75% $27.50
Maximum Sales
Charge on
Reinvested Divi-
dends (as a % of
Initial Public
Offering Price)
(6):............. 1.75% $17.50
</TABLE>
- ---------------------------------------------
<TABLE>
<S> <C>
MAXIMUM ORGANIZA-
TIONAL AND OFFER-
ING COSTS (PER
UNIT) (4): ...... $ .01325
</TABLE>
ESTIMATED ANNUAL OPERATING EXPENSES
(PER UNIT)
- ---------------------------------------------
<TABLE>
<S> <C>
Trustee's Fee: $.00950
Sponsor's Supervisory Fee (7): $.00250
Miscellaneous Expenses and Licens-
ing Fees (8): $.00375
-------
Total Annual Expenses: $.01575
=======
</TABLE>
ESTIMATED COSTS OVER TIME
The following are the estimated cumu-
lative costs on a $1,000 investment,
assuming (as mandated by the Securi-
ties and Exchange Commission) a 5%
annual return, and reinvestment of
all distributions:
<TABLE>
<S> <C>
Over 1 Year $ 30.27
Over 3 Years $ 72.62
Over 5 Years $117.51
Over 10 Years $241.87
</TABLE>
The examples reflect both the esti-
mated operating expenses and maximum
sales charge on an increasing invest-
ment (had the net annual return been
reinvested in the Trust). The exam-
ples should not be considered repre-
sentations of future expenses or an-
nual 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 approxi-
mately 13 months, investors may be
able to reinvest their proceeds into
subsequently offered trusts, subject
to additional sales charges. Those
subsequent sales charges are re-
flected above.
---
2
<PAGE>
- --------------------------------------------------------------------------------
Notes to Essential Information and Expense Information:
(1) As of the close of business on October 1, 1998, 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 according-
ly, from the amounts indicated above.
(2) Each Security listed on a national securities exchange or the NASDAQ Na-
tional Market System is valued at the 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 2.75% of
the Public Offering Price and the maximum remaining deferred sales charge
(initially $0.175 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 December 31, 1998 through September 30,
1999. Subsequent to the Initial Date of Deposit, the amount of the initial
sales charge will vary with changes in the aggregate value of the Securi-
ties in the Trust. Deferred sales charge payments will be paid from funds
in the Capital Account, if sufficient, or from the periodic sale of Securi-
ties. 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 addi-
tional information. On the Initial Date of Deposit there will be no accumu-
lated 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 Secu-
rities at the opening of business on the Initial Date of Deposit and estab-
lishes the original proportionate relationship amongst the individual Secu-
rities. 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
the Trust (including costs of preparing the registration statement, the
trust indenture and other closing documents, registering Units with the Se-
curities and Exchange Commission and states, the initial audit of the Trust
portfolio, the initial evaluation, legal fees, the initial fees and ex-
penses of the Trustee, and any other non-material out-of-pocket expenses
but not the expenses incurred in the printing of preliminary and final pro-
spectuses, 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. The maximum per Unit organizational and of-
fering costs are included in the Public Offering Price per Unit. Actual or-
ganizational and offering costs will not exceed the maximum per Unit amount
provided herein and will be deducted from the assets of the Trust at the
end of the initial offering period (approximately 4 weeks). See "Public Of-
fering Price" in Part B of this Prospectus and "Statement of Condition."
(5) Estimated Annual Income Distributions are based on the most recently de-
clared dividends of the Securities. Estimated Annual Income Distributions
per Unit are based on the number of Units, the fractional undivided inter-
est in the Securities per Unit and the aggregate value of the Securities
per Unit as of the Initial Date of Deposit. Investors should note that the
actual amount of income distributed per Unit by the Trust will vary from
the estimated amount due to a variety of factors including, changes in the
items described in the preceding sentence, expenses and actual dividends
declared and paid by the issuers of the Securities.
(6) The Maximum Initial Sales Charge (as a percentage of the Initial Public Of-
fering Price) is the difference between the Maximum Total Sales Charge of
2.75% and the maximum remaining deferred sales charge (initially $0.175 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, irre-
spective of the purchase or redemption price, deducted on such dates set
forth in "Investing in the Trust." Except as noted in "Investing in the
Trust" or "Redemption" in Part B of this Prospectus, if a Unitholder sells
or redeems Units before all of these deductions have been made, the balance
of the deferred sales charge payments remaining will be deducted from the
sales or redemption proceeds. If the Public Offering Price exceeds $10.00
per Unit, the deferred portion of the sales charge will be less than 1.75%;
if the Public Offering Price is less than $10.00 per Unit, the deferred
portion of the sales charge will be greater than 1.75%.
(7) 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.
(8) The Miscellaneous Expenses and Licensing Fees include the estimated per
Unit costs associated with an annual fee paid by the Trust to Dow Jones for
the license to use service marks, trademarks and trade names.
---
3
<PAGE>
Trust Strategies
INVESTMENT OBJECTIVE
The objective of the Trust is to provide above-average total return through a
combination of capital appreciation and dividend income. There is no assurance
that the Trust will achieve its investment objective.
INVESTMENT PHILOSOPHY
The Trust consists of a portfolio of common stocks chosen through the applica-
tion of an investment model that selects the common stocks of the ten compa-
nies in the DJIA that have the highest dividend yields ("The Dow 10sm model").
Nuveen (the "Sponsor") believes that dividends play an important part in total
return, and stocks that have higher dividend yields may also be undervalued.
The Sponsor believes that blue chip stocks that are undervalued have the po-
tential for higher total returns over time.
For the Trust, The Dow 10 model was applied one business day prior to the Ini-
tial Date of Deposit. The Trust is a non-managed investment vehicle which em-
ploys a buy and hold investment strategy. Through the application of The Dow
10 model, the Trust seeks to buy the Securities at depressed prices and to
sell them at relatively high prices. The Sponsor believes that there may be
benefits to having the discipline not to sell based on bad news. The Trust
plans to hold, for approximately 13 months, the stocks selected. At the end of
that period, the portfolio will be liquidated. Nuveen intends to create a sep-
arate series of the Trust that utilizes The Dow 10 model in conjunction with
the termination of the Trust. Investors may reinvest redemption or termination
proceeds in the new portfolio at a reduced sales charge, if available. Each
portfolio is designed to be part of a longer term strategy and Nuveen believes
that more consistent results are likely if the strategy is followed for at
least three to five years. See "Special Redemption, Liquidation and Investment
in a New Trust." Of course, there is no guarantee that the Trust, any particu-
lar Security or this investment strategy over any time periods will provide
positive returns or will not lose money. Nuveen intends to periodically create
additional Units of this Trust. To do this, Nuveen expects to deposit addi-
tional Securities in the Trust or cash (including a letter of credit) with in-
structions to the Trustee to purchase additional Securities. 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 widely held
stocks that are included in the DJIA.
. Purchasing the Trust through a tax-deferred vehicle.
. Seeking Securities with relatively high dividends and reduced price volatil-
ity.
The Trust is not a suitable investment if:
. You are unwilling to assume the risks inherent in investing in common stock
over a relatively short time horizon.
HOW THE TRUST SELECTS INVESTMENTS
The Securities included in the Trust's portfolio are the common stocks of the
ten companies listed on the DJIA with the highest dividend yields one business
day prior to the Initial Date of Deposit. The dividend yields were calculated
by annualizing the last quarterly or semi-annual ordinary dividend declared
and dividing the result by the market value of the Security as of the close of
business one business day prior to the Initial Date of Deposit. A description
of the Securities included in the Trust is set forth below under "Securities
Selected for the Trust" and "Schedule of Investments."
THE DOW JONES INDUSTRIAL AVERAGESM
The DJIA was first published in The Wall Street Journal in 1896. Initially
consisting of just 12 stocks, the DJIA expanded to 20 stocks in 1916 and to
its present size of 30 stocks on October 1, 1928. The stocks are chosen by the
editors of The Wall Street Journal as representative of the broad market and
of American industry. The companies are major factors in their industries and
their stocks are widely held by individuals and institutional investors.
Changes in the components of the DJIA are made entirely by the editors of The
Wall Street Journal without consultation with the companies, the stock ex-
change or any official agency. For the sake of continuity,
---
4
<PAGE>
changes are made rarely. However, on March 17, 1997 four companies were added
to the DJIA replacing Bethlehem Steel Corporation, Texaco, Inc., Westinghouse
Electric Corporation and Woolworth Corporation. The companies added to the
DJIA were Hewlett-Packard Co., Johnson & Johnson, Travelers Group, Inc. and
Wal-Mart Stores, Inc. Most substitutions have been the result of mergers, but
from time to time, changes may be made to achieve a better representation. The
components of the DJIA may be changed at any time for any reason. The follow-
ing is a list of the companies which currently comprise the DJIA.
AT&T Corporation
Allied Signal
Aluminum Company of America
American Express Company
Boeing Company
Caterpillar Inc.
Chevron Corporation
Coca-Cola Company
Walt Disney Company
E.I. du Pont de Nemours & Company
Eastman Kodak Company
Exxon Corporation
General Electric Company
General Motors Corporation
Goodyear Tire & Rubber Company
Hewlett-Packard Co.
International Business Machines Corporation
International Paper Company
Johnson & Johnson
McDonald's Corporation
Merck & Company, Inc.
Minnesota Mining & Manufacturing Company
J.P. Morgan & Company, Inc.
Philip Morris Companies, Inc.
Procter & Gamble Company
Sears, Roebuck & Company
Travelers Group, Inc.
Union Carbide Corporation
United Technologies Corporation
Wal-Mart Stores, Inc.
Risk Factors
Risk is inherent in all investing. Investing in a unit trust involves risk,
including the risk that you may receive little or no return on your investment
or even that you may lose part or all of your investment. Therefore, before
investing you should consider carefully the following risks that you assume
when you invest in this Trust. Because of these and other risks, the Trust
should only represent a portion of your overall portfolio and you should con-
sider 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 objec-
tive.
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 af-
fected by a variety of factors, including, among others, general stock market
movements, changes in the perceptions about the issuers, changes in interest
rates or inflation, or changes in the financial condition of the issuers of
the Securities. The equity markets tend to have periods of generally rising
prices and periods of generally falling prices and have recently experienced
significant volatility. 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 in-
vestor in the Trust may be exposed to more market risk than an investor in
certain managed investment vehicles. In addition, the relative lack of diver-
sity of Securities in the Trust's portfolio resulting from the Trust contain-
ing only ten Securities may subject Unitholders to greater market risk than
other investment vehicles that have more diversified portfolios.
Inflation risk: the risk that the value of assets or income from investments
will be less in the future as inflation decreases the value of money. As in-
flation increases, the value of the Trust's assets can decline as can the
value of the Trust's distributions.
The Securities included in the Trust generally share attributes that have
caused them to have lower prices or higher yields relative to the other stocks
in the DJIA. Accordingly, these Securities may be experiencing financial dif-
ficulty; may be out of favor in the market because of a variety of factors in-
cluding, but not limited to, weak performance, poor earnings forecasts, nega-
tive publicity, litigation or legislation; or may be reacting to general mar-
ket factors. There can be no assurance that the market factors that caused the
relatively low prices and high yields of the Securities will change, that any
negative condi-
---
5
<PAGE>
tions adversely affecting the share prices will improve, that share prices
will not decline further or that the Securities will continue to be included
in the DJIA.
LITIGATION
On the Initial Date of Deposit, Philip Morris Companies common stock repre-
sents approximately 10% of the value of the Trust. Pending legal proceedings
against Philip Morris cover a wide range of matters including product liabil-
ity and consumer protection. Damages claimed in many of the smoking and health
cases alleging personal injury (both individual and class actions), and in
health cost recovery cases brought by governments, unions and similar entities
seeking reimbursement for health care expenditures, aggregate many billions of
dollars.
The Sponsor cannot predict the outcome of the litigation pending against
Philip Morris or how the current uncertainty concerning regulatory and legis-
lative measures will ultimately be resolved. The Sponsor cannot predict
whether these and other possible developments will have a material effect on
the price of Philip Morris stock over the term of the Trust, which could in
turn adversely affect Unit prices.
See "Risk Factors" in Part B of this Prospectus for an additional discussion
of potential risks.
Securities Selected for the Trust
CATERPILLAR INC.
Caterpillar Inc. designs, manufactures, and markets earthmoving and construc-
tion machines, as well as mining and agricultural machinery. The company pro-
vides financing alternatives for its equipment. Caterpillar's machines are
distributed through 65 dealers in the United States and 132 internationally.
Machines are used for marine, agricultural, petroleum, industrial, and other
applications.
CHEVRON CORPORATION
Chevron Corporation, headquartered in San Francisco, California, is an inter-
national oil company with activities in the United States and abroad. The Com-
pany is involved in worldwide, integrated petroleum operations which explore
for, develop and produce petroleum liquids and natural gas as well as trans-
porting the products. The Company is also involved in the mineral and chemical
industries.
DUPONT (E.I.) DE NEMOURS AND COMPANY
DuPont (E.I.) de Nemours and Company is a research and technology-based com-
pany offering products including chemicals, polymers, fibers, and petroleum.
The company serves worldwide markets in the aerospace, agriculture, apparel,
automotive, construction, packaging, printing, refining and transportation in-
dustries.
EASTMAN KODAK COMPANY
Eastman Kodak Company, headquartered in Rochester, New York, develops, makes
and sells consumer and commercial photographic imaging products. The company's
products include films, photographic papers and chemicals, cameras, projec-
tors, processing equipment, audiovisual equipment, copiers, microfilm prod-
ucts, applications software, printers and other equipment.
EXXON CORPORATION
Exxon Corporation, headquartered in Irving, Texas, is principally involved in
the energy industry. The company explores for and produces crude oil and natu-
ral gas, manufactures petroleum products, explores for and mines coal and min-
erals, and transports and sells crude oil, natural gas and petroleum products.
GENERAL MOTORS CORPORATION
General Motors Corporation, headquartered in Detroit, Michigan, manufactures
and sells cars and trucks worldwide under the trademarks "Chevrolet," "Oldsmo-
bile," "Pontiac," "Buick," "Saturn," "Cadillac" and "GMC Trucks."
GOODYEAR TIRE & RUBBER COMPANY
Goodyear Tire & Rubber Company, headquartered in Akron, Ohio, develops, makes
and sells tires and related transportation products; participates in various
crude oil transportation and gathering activities; and makes various indus-
trial rubber and chemical products.
MINNESOTA MINING & MANUFACTURING COMPANY
Minnesota Mining & Manufacturing Company, headquartered in St. Paul, Minneso-
ta, manufactures industrial, electronic, health, consumer and information-im-
aging products for distribution worldwide. The company's products include ad-
hesives, abrasives, laser imagers and "Scotch" brand products.
---
6
<PAGE>
J.P. MORGAN & COMPANY, INC.
J.P. Morgan & Company, Inc., headquartered in New York, New York, is a global
investment banking firm that serves clients with complex needs through an in-
tegrated range of advisory, financing, trading, investment and related capa-
bilities.
PHILIP MORRIS COMPANIES, INC.
Philip Morris Companies, Inc., headquartered in New York, New York, is the
world's largest producer and marketer of consumer packaged goods. Its five
principal operating companies are Kraft Foods, Inc., Miller Brewing Company,
Philip Morris International Inc., Philip Morris U.S.A. and Philip Morris Capi-
tal Corporation.
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, automatically
reinvested in additional Units of the Trust subject only to applicable remain-
ing deferred sales charge payments. See "Distributions to Unitholders" in Part
B of this Prospectus.
Investing in the Trust
SALES CHARGES
The maximum sales charge of 2.75% of the public offering price consists of an
initial sales charge equal to the difference between the maximum sales charge
of 2.75% and the maximum remaining deferred sales charge, initially $0.175 per
Unit, and any remaining deferred sales charge. Unitholders will be assessed 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 period commencing De-
cember 31, 1998 through September 30, 1999 (the "Deferred Period").
Unitholders that purchase more than 5,000 Units are entitled to reduced sales
charges. In addition, certain classes of investors are entitled to purchase
Units at reduced sales charges. See "Public Offering Price" in Part B of this
Prospectus. Sales charges for larger single transactions (including deferred
sales charges) are as follows:
- -------------------------------------------------------------------------------
SALES CHARGES
<TABLE>
<CAPTION>
TOTAL PER-
MAXI- CENT***
NUMBER INITIAL DEFERRED MUM OF NET
OF SALES SALES SALES AMOUNT
UNITS* CHARGE** CHARGE CHARGE++ INVESTED
------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
Less than 5,000............................ 1.00% $0.175 2.75% 2.78%
5,000 to 9,999............................. 0.75% $0.175 2.50% 2.53%
10,000 to 24,999........................... 0.50% $0.175 2.25% 2.27%
25,000 to 49,999........................... 0.25% $0.175 2.00% 2.02%
50,000 to 99,999........................... 0.00% $0.175 1.75% 1.77%
100,000 or more............................ 0.00% $0.175 1.00%+ 1.01%
Wrap Accounts.............................. 0.00% $0.175 0.65%+ 0.66%
Rollover
(per Unit)................................ 0.00% $0.175 $ 0.175 1.77%
</TABLE>
-7--
<PAGE>
*Breakpoint sales charges are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to the purchaser.
**Based upon a $10.00 Public Offering Price. This 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 amounts reflected.
DEALER CONCESSIONS
The Sponsor plans to allow a concession of 2.25% for non-breakpoint purchases
of Units to dealer firms in connection with the sale of Units in a given
transaction. However, the Sponsor plans to allow dealer firms, in connection
with Units sold in transactions to investors that receive reduced sales
charges based on the number of Units sold or in connection with Units sold to
Rollover Unitholders or Wrap Accounts, the following concessions:
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
% CONCESSION
NUMBER OF UNITS* PER UNIT
- ---------------- ------------
<S> <C>
5,000 to 9,999..................................................... 2.00%
10,000 to 24,999................................................... 1.75
25,000 to 49,999................................................... 1.50
50,000 to 99,999................................................... 1.25
100,000 or more.................................................... 0.50
Wrap Accounts...................................................... 0.00
Rollover (per Unit)................................................ $0.13
</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.
For additional information regarding dealer concessions, see "Distribution of
Units to the Public" in Part B of this Prospectus.
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 DJIA with the hypothetical perfor-
mance of approximately equal amounts invested in the common stocks chosen by
The Dow 10 model (but not the Trust) in each of the 25 years listed below, as
of the business day prior to the beginning of each year ("Strategy Total Re-
turns").
The returns shown herein are not guarantees of future performance and should
not be used as a predictor of returns to be expected in connection with the
Trust. The common stocks selected by The Dow 10 model underperformed the S&P
500 and/or the DJIA in certain years. Accordingly, there can be no assurance
that the Trust's portfolio will outperform the S&P 500 or the DJIA over the
life of the Trust or over consecutive 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 Dow 10
model; past performance is not indicative of future results; and Securities
are often purchased or sold at prices different from the closing prices used
in buying and selling Units.
- -------------------------------------------------------------------------------
COMPARISON OF TOTAL RETURN(2)
<TABLE>
<CAPTION>
ANNUALIZED
HYPOTHETICAL
THE DOW 10SM
STRATEGY S&P 500 DJIASM
TOTAL TOTAL TOTAL
YEAR RETURNS(1) RETURNS RETURNS
- ---- ------------ ------- -------
<S> <C> <C> <C>
1973............................................... 4.01% -14.50% -13.1%
1974............................................... -1.02% -26.03% -23.1%
1975............................................... 56.10% 36.92% 44.4%
1976............................................... 35.18% 23.64% 22.7%
1977............................................... -1.74% -7.16% -12.7%
1978............................................... 0.24% 6.39% 2.7%
1979............................................... 12.99% 18.19% 10.5%
1980............................................... 27.23% 31.48% 21.4%
1981............................................... 7.51% -4.85% -3.4%
1982............................................... 26.04% 20.37% 25.8%
1983............................................... 38.75% 22.31% 25.7%
1984............................................... 5.95% 5.97% 1.1%
1985............................................... 29.43% 31.06% 32.8%
1986............................................... 34.80% 18.54% 26.9%
1987............................................... 6.07% 5.67% 6.0%
1988............................................... 24.33% 16.34% 16.0%
1989............................................... 26.46% 31.23% 31.7%
1990............................................... -7.57% -3.14% -0.6%
1991............................................... 34.84% 30.00% 23.9%
1992............................................... 7.48% 7.43% 7.4%
1993............................................... 27.26% 9.94% 16.7%
1994............................................... 3.88% 1.29% 5.0%
1995............................................... 34.92% 37.11% 36.5%
1996............................................... 27.99% 22.68% 28.6%
1997............................................... 21.69% 33.10% 24.8%
1998 thru 9/29..................................... 6.47% 9.33% 3.51%
</TABLE>
---
8
<PAGE>
(1) The Dow 10 model common stocks were selected by applying The Dow 10 model
on the business day prior to the beginning of each year. The Dow 10 model in-
cludes common stocks listed in the DJIA and S&P 500.
(2) Total return represents the change in market price for the one-year period
plus dividends, divided by the initial price for a given year, for each group
of stocks. Total return does not take into consideration any sales charges,
commissions, expenses or taxes. From 1973 through 1997, the average annual to-
tal return for The Dow 10 model was 18.27% while the S&P 500 and the DJIA
achieved average annual total returns of 12.87% and 13.00%, respectively. The
average annual total returns for The Dow 10 model for the one year, five year,
ten year, twenty year and twenty-five year periods ended December 31, 1997
were 21.69%, 22.67%, 19.32%, 18.64% and 18.27%, respectively. These hypotheti-
cal results represent the past performance of The Dow 10 model and not the ac-
tual Trust. Past performance does not guarantee future results. Although the
Trust seeks to achieve a better performance than the S&P 500 and the DJIA,
there can be no assurance that the Trust will achieve a better performance
over any investment period in the Trust or over rollover periods, if succes-
sive trusts are available.
SUPPOSE YOU HAD INVESTED $10,000 ON JANUARY 1, 1973?
[GRAPH APPEARS HERE]
The graph depicts how a $10,000 investment in the Dow 10, DJIA and the S&P 500
Index in 1973, grows to $706,384, $220,582 and $225,445, respectively.
The chart above represents hypothetical past performance of The Dow 10 model
(but not the Trust), the S&P 500 and the DJIA from January 1, 1973 through
September 29, 1998 and should not be considered indicative of future results.
The chart assumes that all dividends are reinvested and does not reflect sales
charges, commissions, expenses or taxes. The returns for The Dow 10 model re-
flect the adjustment of the securities included in The Dow 10 model every year
in accordance with The Dow 10 model, and they do not indicate the actual per-
formance of any investment product. Although the Trust seeks to achieve a bet-
ter 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.
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9
<PAGE>
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. During the initial offering period, the Re-
demption Price per Unit includes estimated organizational and offering costs
per Unit. After the initial offering period, the Redemption Price will not in-
clude 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")
in conjunction with the termination of the Trust (approximately 13 months af-
ter the Initial Date of Deposit). The portfolio of the New Trusts will contain
common stocks that are selected by the Sponsor using the same criteria and in-
vestment philosophy employed by this series of the Trust. Unitholders may
elect to have their proceeds reinvested into a New Trust, if available, by no-
tifying the Trustee of this election by the Rollover Notification Date. 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 into a new series of the Trust shall be referred to herein
as "Rollover Unitholders".) Rollover Unitholders therefore will generally not
receive a liquidation distribution (other than cash not invested in a New
Trust or other eligible trust), but will receive Units in a New Trust or other
eligible trust. It should be noted that legislative proposals are introduced
from time to time that affect tax rates and could affect relative differences
at which ordinary income and capital gains are taxed. See "Tax Status" in Part
B of this Prospectus. This exchange option may be modified, terminated or sus-
pended. 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 as set forth above in "Investing in the
Trust--Sales Charge." During the initial offering period, the price at which
the Sponsor expects to repurchase Units (the "Sponsor's Repurchase Price") in-
cludes estimated organizational and offering costs per Unit. After the initial
offering period, the Sponsor's Repurchase Price will not include such esti-
mated organizational and offering costs. If a secondary market is not main-
tained, a Unitholder may still redeem his Units through the Trustee. See "Re-
demption" in Part B of this Prospectus. Any applicable deferred sales charge
remaining on Units at the time of their sale or redemption will be collected
at that time.
TERMINATION
Commencing on the Mandatory Termination Date, the Equity Securities will begin
to be sold as prescribed by the Sponsor. The Trustee will provide written no-
tice of the termination to Unitholders which will specify when certificates
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10
<PAGE>
may be surrendered. Unitholders not electing the "Rollover Option" or a distri-
bution of shares will receive a cash distribution within a reasonable time af-
ter the Trust's termination. See "Distributions to Unitholders" and "Other In-
formation--Termination of Indenture" in Part B of this Prospectus.
THE SPONSOR
Since our founding in 1898, John Nuveen & Co. Incorporated has been synonymous
with investments that withstand the test of time. Today, we offer a range of
equity and fixed-income unit trusts designed to suit the unique circumstances
and financial planning needs of mature investors. Nuveen, a leader in tax-effi-
cient investing, believes that a carefully selected portfolio can play an im-
portant role in building and sustaining the wealth of a lifetime. More than 1.3
million investors have trusted Nuveen to help them maintain the lifestyle they
currently enjoy.
The prospectus describes in detail the investment objectives, policies and
risks of the Trust. We invite you to discuss the contents with your financial
adviser, or you may call us at 800-257-8787 for additional information.
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11
<PAGE>
- -------------------------------------------------------------------------------
NUVEEN--THE DOW 10SM PORTFOLIO, OCTOBER 1998
(Nuveen Unit Trusts, Series 21)
Schedule of Investments at the Opening of Business on the Initial Date of
Deposit, September 30, 1998
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE MARKET COST OF CURRENT
NUMBER OF NAME OF ISSUER OF SECURITIES OFFERING VALUE PER SECURITIES TO DIVIDEND
SHARES (TICKER SYMBOL)(1) PRICE SHARE TRUST(2) YIELD(3)
- ----------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
318 Caterpillar Inc. (CAT) 10.00% $ 47.1250 $ 14,986 2.55%
170 Chevron Corporation (CHV) 9.99 88.0000 14,960 2.77
252 DuPont (E.I.) de Nemours and Co. (DD) 10.00 59.5000 14,994 2.35
192 Eastman Kodak Company (EK) 9.99 77.9375 14,964 2.26
211 Exxon Corporation (XON) 10.03 71.2500 15,034 2.30
259 General Motors Corporation (GM) 10.02 58.0000 15,022 3.45
288 Goodyear Tire & Rubber Company (GT) 9.99 52.0000 14,976 2.31
170 J.P. Morgan & Company, Inc. (JPM) 9.99 88.0625 14,971 4.32
194 Minnesota Mining & Manufacturing Company (MMM) 9.99 77.1875 14,974 2.85
319 Philip Morris Companies, Inc. (MO) 10.00 47.0000 14,993 3.74
----- ----- --------
2,373 100% $149,874
===== ===== ========
</TABLE>
- ---------
(1) All Securities are represented by regular way contracts to purchase such
Securities for the performance of which an irrevocable letter of credit
has been deposited with the Trustee. The contracts to purchase the Securi-
ties were entered into by the Sponsor on September 30, 1998.
(2) The cost of the Securities to the Trust represents the aggregate under-
lying value with respect to the Securities acquired (generally determined
by the last sale prices of the listed Securities on the business day pre-
ceding the Initial Date of Deposit). The valuation of the Securities has
been determined by the Trustee. The aggregate underlying value of the Se-
curities on the Initial Date of Deposit was $149,874. Cost and gain or
(loss) to Sponsor relating to the Securities sold to the Trust were
$149,187 and $687, respectively.
(3) Current Dividend Yield for each Security was calculated by annualizing the
last quarterly or semi-annual ordinary dividend declared on that Security
and dividing the result by that Security's closing sale price on the busi-
ness day prior to the Initial Date of Deposit.
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12
<PAGE>
- -------------------------------------------------------------------------------
NUVEEN--THE DOW 10SM PORTFOLIO, OCTOBER 1998
(Nuveen Unit Trusts, Series 21)
Statement of Condition at the Opening of Business on the Initial Date of
Deposit, September 30, 1998
TRUST PROPERTY
<TABLE>
<S> <C>
Investment in Equity Securities represented by purchase con-
tracts(1)(2)........................................................ $149,874
--------
Total.......................................................... $149,874
========
LIABILITIES AND INTEREST OF UNITHOLDERS
LIABILITIES:
Deferred sales charge(3)........................................... $ 2,649
Estimated organizational and offering costs(4)..................... 201
--------
Total.......................................................... $ 2,850
========
INTEREST OF UNITHOLDERS:
Unit of fractional undivided interest outstanding (15,138)
Cost to investors(5)............................................... $151,347
Less: Gross underwriting commission(6)........................... 4,122
Less: Estimated organizational and offering costs(4)............. 201
--------
Net amount applicable to investors................................. $147,024
========
Total.......................................................... $149,874
========
</TABLE>
- ---------
(1) Aggregate cost of Securities listed under "Schedule of Investments" is
based on their aggregate underlying value.
(2) An irrevocable letter of credit has been deposited with the Trustee as
collateral, which is sufficient to cover the monies necessary for the pur-
chase of the Securities pursuant to contracts for the purchase of such Se-
curities.
(3) 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 December 31, 1998, and on the last business
day of each month thereafter through September 30, 1999.
(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 establish-
ing the Trust. These costs have been estimated at, and will not exceed,
$.01325 per Unit. A distribution will be made at the end of the initial
offering period to an account maintained by the Trustee from which the or-
ganizational and offering cost obligation of the investors to the Sponsor
will be satisfied. Securities may be sold to meet this obligation.
(5) Aggregate Public Offering Price computed as set forth under "Public Offer-
ing Price" in Part B of this Prospectus.
(6) The gross underwriting commission of 2.75% of the Public Offering Price
includes both an up-front and a deferred sales charge and has been calcu-
lated on the assumption that the Units sold are not subject to a reduction
of sales charge for quantity purchases. In single transactions involving
5,000 Units or more, the sales charge is reduced. (See "Public Offering
Price" in Part B of this Prospectus.)
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13
<PAGE>
Report of Independent Public Accountants
To the Board of Directors of John Nuveen & Co. Incorporated and Unitholders of
Nuveen Unit Trusts, Series 21:
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 21 (Nuveen--The Dow 10 Portfolio, October 1998), as
of September 30, 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 21 (Nuveen--The Dow 10
Portfolio, October 1998), as of September 30, 1998, in conformity with gener-
ally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
September 30, 1998.
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14
<PAGE>
NUVEEN UNIT TRUSTS
NUVEEN EQUITY UNIT TRUST PROSPECTUS --
PART B
(GENERAL TERMS)
SEPTEMBER 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.................................................. 17
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........................................... 23
REMOVAL OF SECURITIES FROM THE TRUSTS...................................... 24
INFORMATION ABOUT THE TRUSTEE.............................................. 24
LIMITATIONS ON LIABILITIES OF SPONSOR AND TRUSTEE.......................... 24
SUCCESSOR TRUSTEES AND SPONSORS............................................ 25
INFORMATION ABOUT THE SPONSOR.............................................. 25
OTHER INFORMATION.......................................................... 26
LEGAL OPINION.............................................................. 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-
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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."
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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
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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
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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.
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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. Each Trust is not an association taxable as a corporation for Federal
income tax purposes; each Unitholder will be treated as the owner of a pro
rata portion of 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 a Trust disposes of a
Security (whether by sale, taxable exchange, liquidation, redemption, or
otherwise) or upon the sale or redemption of Units by such Unitholder
(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 a 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
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manner described above, if such substantially identical securities are
acquired within a period beginning 30 days before and ending 30 days after
such disposition. However, any gains incurred in connection with such an
exchange by a Rollover Unitholder would be recognized. Unitholders should
consult their tax advisers regarding the recognition of gains and losses
for Federal income tax purposes.
Deferred Sales Charge. Generally the tax basis of a Unitholder includes
sales charges, and such charges are not deductible. A portion of the sales
charge is deferred. It is possible that for Federal income tax purposes, a
portion of the deferred sales charge may be treated as interest which would be
deductible by a Unitholder subject to limitations on the deduction of
investment interest. In such case, the non-interest portion of the deferred
sales charge should be added to the Unitholder's tax basis in his or her
Units. The deferred sales charge could cause the Unitholder's Units to be
considered to be debt-financed under Section 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.
Limitations on Deductibility of Trust Expenses by Unitholders. Each
Unitholder's pro rata share of each expense paid by a Trust is deductible by
the Unitholder to the same extent as though the expense had been paid directly
by him or her. It should be noted that as a result of the Tax Reform Act of
1986, certain miscellaneous itemized deductions, such as investment expenses,
tax return preparation fees and employee business expenses will be deductible
by an individual only to the extent they exceed 2% of such individual's
adjusted gross income. Unitholder's may be required to treat some or all of
the expenses of a 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 may be subject to disallowance, as discussed above). The Internal
Revenue Service Restructuring and Reform Act of 1998 (the "1998 Tax Act")
provides that 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) realized from property (with certain exclusions) is subject
to a maximum marginal stated tax rate of 20%
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(10% in the case of certain taxpayers in the lowest tax bracket). 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. The date on which a Unit is acquired (i.e., the "trade date") is
excluded for purposes for determining the holding period of the Unit. The
legislation is generally effective retroactively for amounts properly taken
into account on or after January 1, 1998. Capital gains realized from assets
held for one year or less are taxed at the same rates as ordinary income.
In addition, please note that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are
considered "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 involved 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 1,000 Units of a Trust may
request an In-Kind Distribution upon the redemption of Units or the
termination of such Trust. The Unitholder requesting an In-Kind Distribution
will be liable for expenses related thereto (the "Distribution Expenses") and
the amount of such In-Kind Distribution will be reduced by the amount of the
Distribution Expenses. See "DISTRIBUTIONS TO UNITHOLDERS." As previously
discussed, prior to the redemption of Units or the termination of a Trust, a
Unitholder is considered as owning a pro rata portion of each of the Trust's
assets for Federal income tax purposes. The receipt of an In-Kind Distribution
upon the redemption of Units or the termination of a Trust will result in a
Unitholder receiving an undivided interest in whole shares of stock plus,
possibly, cash.
The potential tax consequences that may occur under an In-Kind Distribution
will depend on whether or not a Unitholder receives cash in addition to
Securities. A "Security" for this purpose is a particular class of stock
issued by a particular corporation. A Unitholder will not recognize gain or
loss if a Unitholder only receives Securities in exchange for his or her pro
rata portion in the Securities held by the Trust. However, if a Unitholder
also receives cash in exchange for a fractional share of a Security held by
the Trust, such Unitholder will generally recognize gain or loss based upon
the difference between the amount of cash received by the Unitholder and his
or her tax basis in such fractional share of a Security held by the Trust.
Because each 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,
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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 a Trust will be reduced to the extent dividends paid
with respect to such Security are received by the Trust which are not taxable
as ordinary income as described above.
General. Each Unitholder will be requested to provide the Unitholder's
taxpayer identification number to the Trustee and to certify that the
Unitholder has not been notified that payments to the Unitholder are subject
to back-up withholding. If the proper taxpayer identification number and
appropriate certification are not provided when requested, distributions by
the Trust to such Unitholder (including amounts received upon the redemption
of Units) will be subject to back-up withholding. Distributions by the Trust
(other than those that are not treated as United States source income, if any)
will generally be subject to United States income taxation and withholding in
the case of Units held by non-resident alien individuals, foreign corporations
or other non-United States persons. Such persons should consult their tax
advisers.
At the termination of a 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."
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.
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 a 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
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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. Unitholders should consult their tax advisers regarding potential
foreign, state or local taxation with respect to the Units.
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
interests of the Unitholders; (2) all taxes and other governmental charges
upon the Securities or any part of the Trusts (no such taxes or charges are
being levied or made or, to the knowledge of the Sponsor, contemplated); (3)
amounts payable to the Trustee as fees for ordinary recurring services and for
extraordinary non-recurring services rendered pursuant to the Indenture, all
disbursements and expenses, including counsel fees (including fees of counsel
which the Trustee may retain) sustained or incurred by the Trustee in
connection therewith; and (4) any losses or liabilities accruing to the
Trustee without negligence, bad faith or willful misconduct on its part. The
Trustee is empowered to sell Securities in order to pay these amounts if funds
are not otherwise available in the applicable Income and Capital Accounts.
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DISTRIBUTIONS TO UNITHOLDERS
The Trustee will distribute any net income received with respect to any of
the Securities in a Trust on or about the Income Distribution Dates to
Unitholders of record on the preceding Income Record Date. See "Distributions"
in Part A of this Prospectus. Persons who purchase Units will commence
receiving distributions only after such person becomes a Record Owner.
Notification to the Trustee of the transfer of Units is the responsibility of
the purchaser, but in the normal course of business such notice is provided by
the selling broker/dealer. Proceeds received on the sale of any Securities in
a Trust, to the extent not used to meet redemptions of Units, pay the deferred
sales charge or pay expenses will 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.
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
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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.
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
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(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.
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.
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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 any series of the
Nuveen--The Dow 5/SM/ Portfolios and Nuveen--The Dow 10/SM/ Portfolios sold in
the primary market from August 18, 1998 through December 31, 1999 (the
"Incentive Period"), as set forth in the table below. For firms that meet the
necessary volume level, volume incentives may be given on all trades involving
the applicable trusts originated from or by that firm during such trusts'
primary offering period.
<TABLE>
<CAPTION>
TOTAL DOLLAR AMOUNT SOLD
OVER INCENTIVE PERIOD VOLUME INCENTIVE
---------------------------- ----------------------------------------------------
<S> <C>
$ 10,000,000 to $ 49,999,999 0.10% on sales up to $49,999,999
$ 50,000,000 to $ 99,999,999 0.15% on sales between $50,000,000 and $99,999,999
$100,000,000 to $199,999,999 0.20% on sales between $100,000,000 and $199,999,999
$200,000,000 or more 0.25% on sales over $200,000,000
</TABLE>
Only sales through the Sponsor qualify for volume incentives and for meeting
minimum requirements. The Sponsor reserves the right to modify or change the
volume incentive schedule at any time and make the determination as to which
firms qualify for the marketing allowance and the amount paid.
Registered investment advisers, certified financial planners and registered
broker-dealers who in each case either charge periodic fees for financial
planning, investment advisory or asset management services, or provide such
services in connection with the establishment of an investment account for
which a comprehensive "wrap fee" charge is imposed, and bank trust departments
investing funds over which they exercise exclusive discretionary investment
authority and that are held in a fiduciary, agency, custodial or similar
capacity, are not entitled to receive any dealer concession or volume
incentives 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 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
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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 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
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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 1,000 Units or more for redemption may request by
written notice submitted at the time of tender from the Trustee, in lieu of a
cash redemption, a distribution of shares of Securities in an amount and value
of Securities per Unit equal to the Redemption Price Per Unit, as determined
as of the evaluation next following tender. In-kind distributions ("In-Kind
Distributions") shall be made by the Trustee through the distribution of each
of the Securities in book-entry form to the account of the Unitholder's bank
or broker/dealer at the Depository Trust Company. An In-Kind Distribution will
be reduced by customary transfer and registration charges. The tendering
Unitholder will receive his pro rata number of whole shares of each of the
Securities comprising a portfolio and cash from the Capital Account equal to
the fractional shares to which the tendering Unitholder is entitled. The
Trustee may adjust the number of shares of any issue of Securities included in
a Unitholder's In-Kind Distribution to facilitate the distribution of whole
shares, such adjustment to be made on the basis of the value of Securities on
the date of tender. If funds in the Capital Account are insufficient to cover
the required cash distribution to the tendering Unitholder, the Trustee may
sell Securities in the manner described below.
Under regulations issued by the Internal Revenue Service, the Trustee may be
required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's
tax identification number in the manner required by such regulations. For
further information regarding this withholding, see "DISTRIBUTIONS TO
UNITHOLDERS." In the event the Trustee has not been previously provided such
number, one must be provided at the time redemption is requested.
Any amounts paid on redemption representing income shall be withdrawn from
the Income Account of a Trust to the extent that funds are available for such
purpose, or from the Capital Account. All other amounts paid on redemption
shall be withdrawn from the Capital Account.
The Trustee is empowered to sell Securities of the 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.
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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 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
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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.") Recently, legislation has
been enacted that reduces the maximum stated marginal tax rate for certain
capital gains for investments held for more than 1 year 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 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
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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.
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.
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The Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Securities or upon the interest thereon or
upon it as Trustee under the Indenture or upon or in respect of any Trust
which the Trustee may be required to pay under any present or future law of
the United States of America or of any other taxing authority having
jurisdiction. In addition, the Indenture contains other customary provisions
limiting the liability of the Trustee.
SUCCESSOR TRUSTEES AND SPONSORS
The Trustee or any successor trustee may resign by executing an instrument
of resignation in writing and filing same with the Sponsor and mailing a copy
of a notice of resignation to all Unitholders then of record. Upon receiving
such notice, the Sponsor is required to promptly appoint a successor trustee.
If the Trustee becomes incapable of acting or is adjudged a bankrupt or
insolvent, or a receiver or other public officer shall take charge of its
property or affairs, the Sponsor may remove the Trustee and appoint a
successor by written instrument. The resignation or removal of a trustee and
the appointment of a successor trustee shall become effective only when the
successor trustee accepts its appointment as such. Any successor trustee shall
be a corporation authorized to exercise corporate trust powers, having
capital, surplus and undivided profits of not less than $5,000,000. Any
corporation into which a trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which a trustee shall be a party, shall be the successor trustee.
If upon resignation of a trustee no successor has been appointed and has
accepted the appointment within 30 days after notification, the retiring
trustee may apply to a court of competent jurisdiction for the appointment of
a successor.
If the Sponsor fails to undertake any of its duties under the Indenture, and
no express provision is made for action by the Trustee in such event, the
Trustee may, in addition to its other powers under the Indenture (1) appoint a
successor sponsor or (2) terminate the Indenture and liquidate the Trusts.
INFORMATION ABOUT THE SPONSOR
Since our founding in 1898, Nuveen has been synonymous with investments that
withstand the test of time. Today, we offer a broad range of investments
designed for mature investors whose portfolio is the principal source of their
ongoing financial security. More than 1.3 million investors have entrusted
Nuveen to help them maintain the lifestyle they currently enjoy.
A value investing approach--purchasing securities of strong companies and
communities that represent good long-term value--is the cornerstone of
Nuveen's investment philosophy. It is a careful, long-term strategy that
offers the potential for attractive returns with moderated risk. Successful
value investing begins with in-depth research and a discerning eye for
marketplace opportunity. Nuveen's team of investment professionals is backed
by the discipline, resources and expertise of a century of investment
experience, including one of the most recognized research departments in the
industry.
To meet the unique circumstances and financial planning needs of mature
investors, Nuveen offers a wide array of taxable and tax-free investment
products--including equity and fixed-income mutual funds, unit trusts,
exchange-traded funds, customized asset management services and cash
management products.
Nuveen is a subsidiary of The John Nuveen Company which, in turn, is
approximately 78% owned by the St. Paul Companies, Inc. ("St. Paul"). St. Paul
is located in St. Paul, Minnesota and is principally engaged in providing
property-liability insurance through subsidiaries. Nuveen is a member of the
National Association of Securities Dealers, Inc. and the Securities Industry
Association and has its principal offices located in Chicago (333 West Wacker
Drive). Nuveen maintains eight regional offices.
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To help advisers and investors better understand and more efficiently use an
investment in the Trusts to reach their investment goals, the Sponsor may
advertise and create specific investment programs and systems. For example,
such activities may include presenting information on how to use an investment
in the Trust, alone or in combination with an investment in other mutual funds
or unit investment trusts sponsored by Nuveen, to accumulate assets for future
education needs or periodic payments such as insurance premiums. The 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 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.
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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.
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NUVEEN UNIT TRUSTS
NUVEEN EQUITY UNIT TRUST
PROSPECTUS -- PART B
SEPTEMBER 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 - THE DOW 5/SM/ AND THE DOW 10/SM/ PORTFOLIO PROSPECTUS
SEPTEMBER 30, 1998
NUVEEN UNIT TRUSTS INFORMATION SUPPLEMENT
NUVEEN UNIT TRUSTS, SERIES 21
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 September 30, 1998. Capitalized terms
have been defined in the Prospectus.
<PAGE>
TABLE OF CONTENTS
Accumulation Plan
Information About the Sponsor
Dow Jones & Co., Inc.
<PAGE>
Accumulation Plan
The Sponsor, John Nuveen & Co. Incorporated, is also the principal
underwriter of the Accumulation Funds listed in the following table. Each of
these funds is an open-end, diversified management investment company into which
Unitholders may choose to reinvest Trust distributions automatically, without
any sales charge. Unitholders may reinvest both interest and capital
distributions or capital distributions only. Each Accumulation Fund has
investment objectives which differ in certain respects from those of the Trusts
and may invest in securities which would not be eligible for deposit in the
Trusts. The investment adviser to each Accumulation Fund is a wholly-owned
subsidiary of the Sponsor. Unitholders should contact their financial adviser or
the Sponsor to determine which of the Accumulation Funds they may reinvest into,
as reinvestment in certain of the Accumulation Funds may be restricted to
residents of a particular state or states. Unitholders may obtain a prospectus
for each Accumulation Fund through their financial adviser or through the
Sponsor at (800) 321-7227. For a more detailed description, Unitholders should
read the prospectus of the Accumulation Fund in which they are interested.
The following is a complete list of the Accumulation Funds currently
available, as of the Date of Deposit of this Prospectus, to Unitholders under
the Accumulation Plan. The list of available Accumulation Funds is subject to
change without the consent of any of the Unitholders.
Accumulation Funds
Mutual Funds
Nuveen Flagship Municipal Trust
Nuveen Municipal Bond Fund
Nuveen 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
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Nuveen Flagship Pennsylvania Municipal Bond Fund
Nuveen Flagship Virginia Municipal Bond Fund
Nuveen Flagship Multistate Trust II
Nuveen California Municipal Bond Fund
Nuveen California Insured Municipal Bond Fund
Nuveen Flagship Connecticut Municipal Bond Fund
Nuveen Massachusetts Municipal Bond Fund
Nuveen Massachusetts Insured Municipal Bond Fund
Nuveen Flagship New Jersey Municipal Bond Fund
Nuveen Flagship New Jersey Intermediate Municipal Bond Fund
Nuveen Flagship New York Municipal Bond Fund
Nuveen New York Insured Municipal Bond Fund
Nuveen Flagship Multistate Trust III
Nuveen Flagship Alabama Municipal Bond Fund
Nuveen Flagship Georgia Municipal Bond Fund
Nuveen Flagship Louisiana Municipal Bond Fund
Nuveen Flagship North Carolina Municipal Bond Fund
Nuveen Flagship South Carolina Municipal Bond Fund
Nuveen Flagship Tennessee Municipal Bond Fund
Nuveen Flagship Multistate Trust IV
Nuveen Flagship Kansas Municipal Bond Fund
Nuveen Flagship Kentucky Municipal Bond Fund
Nuveen Flagship Kentucky Limited Term Municipal Bond Fund
Nuveen Flagship Michigan Municipal Bond Fund
Nuveen Flagship Missouri Municipal Bond Fund
Nuveen Flagship Ohio Municipal Bond Fund
Nuveen Flagship Wisconsin Municipal Bond Fund
Flagship Utility Income Fund
Nuveen Investment Trust
Nuveen Growth and Income Stock Fund
Nuveen Balanced Stock and Bond Fund
Nuveen Balanced Municipal and Stock Fund
Nuveen European Value Fund
Nuveen Investment Trust II
Nuveen Rittenhouse Growth Fund
Money Market Funds
Nuveen California Tax-Free Money Market Fund
Nuveen Massachusetts Tax-Free Money Market Fund
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Nuveen New York Tax-Free Money Market Fund
Nuveen Tax-Free Reserves, Inc.
Nuveen Tax-Exempt Money Market Fund, Inc.
Each person who purchases Units of a Trust may become a participant in the
Accumulation Plan and elect to have his or her distributions on Units of the
Trust invested directly in shares of one of the Accumulation Funds. Reinvesting
Unitholders may elect any interest distribution plan. Thereafter, each
distribution of interest income or principal on the participant's Units
(principal only in the case of a Unitholder who has chosen to reinvest only
principal distributions) will, on the applicable distribution date, or the next
day on which the New York Stock Exchange is nominally open ("Business Day") if
the distribution date is not a business day, automatically be received by the
transfer agent for each of the Accumulation Funds, on behalf of such participant
and applied on that date to purchase shares (or fractions thereof) of the
Accumulation Fund chosen at net asset value as computed as of 4:00 p.m. eastern
time on each such date. All distributions will be reinvested in the Accumulation
Fund chosen and no part thereof will be retained in a separate account. These
purchases will be made without a sales charge.
The Transfer Agent of the Accumulation Fund will mail to each participant
in the Accumulation Plan a quarterly statement containing a record of all
transactions involving purchases of Accumulation Fund shares (or fractions
thereof) with Trust dividend distributions or as a result of reinvestment of
Accumulation Fund dividends. Any distribution of capital used to purchase shares
of an Accumulation Fund will be separately confirmed by the Transfer Agent.
Unitholders will also receive distribution statements from the Trustee detailing
the amounts transferred to their Accumulation Fund accounts.
Participants may at any time, by so notifying the Trustee in writing, elect
to change the Accumulation Fund into which their distributions are being
reinvested, to change from capital only reinvestment to reinvestment of both
capital and dividends or vice versa, or to terminate their participation in the
Accumulation Plan altogether and receive future distributions on their Units in
cash. There will be no charge or other penalty for such change of election or
termination. The character of Trust distributions for income tax purposes will
remain unchanged even if they are reinvested in an Accumulation Fund.
INFORMATION ABOUT THE SPONSOR
Since our founding in 1898, Nuveen has been synonymous with investments
that withstand the test of time. Today, we offer a broad range of investments
designed for mature investors whose portfolio is the principal source of their
ongoing financial security. More than 1.3 million investors have entrusted
Nuveen to help them maintain the lifestyle they currently enjoy.
A value investing approach--purchasing securities of strong companies and
communities that represent good long-term value--is the cornerstone of Nuveen's
investment philosophy. It is a careful, long-term strategy that offers the
potential for consistent, attractive returns with moderated risk. Successful
value investing begins with in-depth
-5-
<PAGE>
research and a discerning eye for marketplace opportunity. Nuveen's team of
investment professionals is backed by the discipline, resources and expertise of
a century of investment experience, including one of the most recognized
research departments in the industry.
To meet the unique circumstances and financial planning needs of mature
investors, Nuveen offers a wide array of taxable and tax-free investment
products--including equity and fixed-income mutual funds, unit trusts, exchange-
traded funds, customized asset management services and cash management products.
The Sponsor is also principal underwriter of the registered open-end
investment companies set forth herein under "Accumulation Plan" as well as for
the Golden Rainbow A James Advised Mutual Fund, and acted as co-managing
underwriter of Nuveen Municipal Value Fund, Inc., Nuveen California Municipal
Value Fund, Inc., Nuveen New York Municipal Value Fund, Inc., Nuveen Municipal
Income Fund, Inc., Nuveen Premium Income Municipal Fund, Inc., Nuveen
Performance Plus Municipal Fund, Inc., Nuveen California Performance Plus
Municipal Fund, Inc., Nuveen New York Performance Plus Municipal Fund, Inc.,
Nuveen Municipal Advantage Fund, Inc., Nuveen Municipal Market Opportunity Fund,
Inc. Nuveen California Municipal Market Opportunity Fund, Inc., Nuveen
Investment Quality Municipal Fund, Inc., Nuveen California Investment Quality
Municipal Fund, Inc., Nuveen New York Investment Quality Municipal Fund, Inc.,
Nuveen Insured Quality Municipal Fund, Inc., Nuveen Florida Investment Quality
Municipal Fund, Nuveen Pennsylvania Investment Quality Municipal Fund, Nuveen
New Jersey Investment Quality Municipal Fund, Inc., and the Nuveen Select
Quality Municipal Fund, Inc., Nuveen California Select Quality Municipal Fund,
Inc., Nuveen New York Select Quality Municipal Fund, Inc., Nuveen Quality Income
Municipal Fund, Inc., Nuveen Insured Municipal Opportunity Fund, Inc., Nuveen
Florida Quality Income Municipal Fund, Nuveen Michigan Quality Income Municipal
Fund, Inc., Nuveen Ohio Quality Income Municipal Fund, Inc., Nuveen Texas
Quality Income Municipal Fund, Nuveen California Quality Income Municipal Fund,
Inc., Nuveen New York Quality Income Municipal Fund, Inc., Nuveen Premier
Municipal Income Fund, Inc., Nuveen Premier Insured Municipal Income Fund, Inc.,
Nuveen Select Tax-Free Income Portfolio, Nuveen Select Tax-Free Income Portfolio
2, Nuveen Insured California Select Tax-Free Income Portfolio, Nuveen Insured
New York Select Tax-Free Income Portfolio, Nuveen Premium Income Municipal Fund
2, Inc., Nuveen Select Tax-Free Income Portfolio 3, Nuveen Select Maturities
Municipal Fund, Nuveen Insured California Premium Income Municipal Fund, Inc.,
Nuveen Arizona Premium Income Municipal Fund, Inc., Nuveen Insured Florida
Premium Income Municipal Fund, Nuveen Michigan Premium Income Municipal Fund,
Inc., Nuveen New Jersey Premium Income Municipal Fund, Inc., Nuveen Insured New
York Premium Income Municipal Fund, Inc., Nuveen Premium Income Municipal Fund
4, Inc., Nuveen Pennsylvania Premium Income Municipal Fund 2, Nuveen Maryland
Premium Income Municipal Fund, Nuveen Virginia Premium Income Municipal Fund,
Nuveen Massachusetts Premium Income Municipal Fund, Nuveen Insured California
Premium Income Municipal Fund 2, Inc., Nuveen Washington Premium Income
Municipal Fund, Nuveen Georgia Premium Income Municipal Fund, Nuveen Missouri
Premium Income Municipal Fund, Nuveen Connecticut Premium Income Municipal Fund,
Nuveen North Carolina Premium Income Municipal Fund, Nuveen California Premium
Income Municipal Fund, Nuveen
-6-
<PAGE>
Insured Premium Income Municipal Fund 2, all registered closed-end management
investment companies. These registered open-end and closed-end investment
companies currently have approximately $35 billion in securities under
management. Nuveen is a subsidiary of The John Nuveen Company which, in turn, is
approximately 78% owned by the St. Paul Companies, Inc. ("St. Paul"). St. Paul
is located in St. Paul, Minnesota and is principally engaged in providing
property-liability insurance through subsidiaries. Nuveen is a member of the
National Association of Securities Dealers, Inc. and the Securities Industry
Association and has its principal office located in Chicago (333 West Wacker
Drive). Nuveen maintains 8 regional offices.
To help advisers and investors better understand and more efficiently use
an investment in the Trust to reach their investment goals, the Trust's sponsor,
John Nuveen & Co. Incorporated, may advertise and create specific investment
programs and systems. For example, such activities may include presenting
information on how to use an investment in the Trust, alone or in combination
with an investment in other mutual funds or unit investment trusts sponsored by
Nuveen, to accumulate assets for future education needs or periodic payments
such as insurance premiums. The Trust's sponsor may produce software or
additional sales literature to promote the advantages of using the Trust to meet
these and other specific investor needs.
The Sponsor offers a program of advertising support to registered broker-
dealer firms, banks and bank affiliates ("Firms") that sell Trust Units or
shares of Nuveen Open-End Mutual Funds (excluding money-market funds) ("Funds").
Under this program, the Sponsor will pay or reimburse the Firm for up to one
half of specified media costs incurred in the placement of advertisements which
jointly feature the Firm and the Nuveen Funds and Trusts. Reimbursements to the
Firm will be based on the number of the Firm's registered representatives who
have sold Fund Shares and/or Trust Units during the prior calendar year
according to an established schedule. Reimbursements under this program will be
made by the Sponsor and not by the Funds or Trusts.
Dow Jones & Company, Inc.
The Trusts are not sponsored, endorsed, sold or promoted by Dow Jones &
Company, Inc. ("Dow Jones"). Dow Jones makes no representation or warranty,
express or implied, to the owners of the Trusts or any member of the public
regarding the advisability of investing in securities generally or in the Trusts
particularly. Dow Jones' only relationship to the Sponsor is the licensing of
certain trademarks, trade names and service marks of Dow Jones and of the Dow
Jones Industrial Average/sm/, which is determined, composed and calculated by
Dow Jones without regard to the Sponsor or the Trusts. Dow Jones has no
obligation to take the needs of the Sponsor or the owners of the Trusts into
consideration in determining, composing or calculating the Dow Jones Industrial
Average/sm/. Dow Jones is not responsible for and has not participated in the
determination of the timing of, prices at, or quantities of the Trusts to be
issued or in the determination or calculation of the equation by which the
Trusts are to be converted into cash. Dow Jones has no obligation or liability
in connection with the administration, marketing or trading of the Trusts.
DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
DOW JONES INDUSTRIAL AVERAGE/SM/ OR ANY DATA INCLUDED THEREIN AND DOW JONES
SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. DOW
JONES MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE
SPONSOR, OWNERS OF THE TRUSTS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE
DOW JONES INDUSTRIAL AVERAGE/SM/ OR ANY DATA INCLUDED THEREIN. DOW JONES MAKES
NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
DOW JONES INDUSTRIAL AVERAGE/SM/ OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING
ANY OF THE FOREGOING, IN NO EVENT SHALL DOW JONES HAVE ANY LIABILITY FOR ANY
LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES,
EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.
-7-
<PAGE>
STATEMENT OF DIFFERENCES BETWEEN ELECTRONIC FILING AND PRINTED DOCUMENT.
Pursuant to Rule 499(c) (7) under the Securities Act of 1933, Registrant
hereby identifies those differences in the foregoing document between the
electronic format in which it is filed and the printed form in which it will be
circulated:
(1) The printed and distributed prospectus may be paged differently because
the printed document may contain a different amount of information on each page
from that contained in the electronic transmission.
(2) In the printed document, footnote symbols may include a "dagger" or
multiple "dagger". The "dagger" symbol is represented as # in the electronic
document.
(3) The printed and distributed prospectus will not contain the preliminary
prospectus legend included at the beginning of the first prospectus page.
<PAGE>
Contents of Registration Statement
A. Bonding Arrangements of Depositor:
The Depositor has obtained the following Stockbrokers Blanket Bonds
for its officers, directors and employees:
Insurer/Policy No. Amount
Reliance Insurance Company
B 262 6895 $26,000,000
B. This amendment of Registration Statement comprises the following papers and
documents:
The facing sheet
The Prospectus
The signatures
Consents of 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 21 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 it 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 21 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 30th day of
September, 1998.
NUVEEN UNIT TRUSTS, SERIES 21
(Registrant)
By JOHN NUVEEN & CO. INCORPORATED
(Depositor)
By /s/ Thomas C. Muntz
------------------------------
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 ) September 30, 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 21
Trust Indenture and Agreement
Dated: September 30, 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 Trusts 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 Trusts 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:
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.
-2-
<PAGE>
Ex.1.1(b)
(f) 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."
(g) 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 Prospectuses for the Nuveen-The Dow 5/SM/
and Nuveen-The Dow 10/SM/ Portfolios ("The Dow/SM/ trusts") and pursuant to
a Licensing Agreement between Dow Jones and Company, Inc. ("Dow Jones/SM/")
and the Depositor ("The Dow agreement"), as consideration for the licenses
granted by Dow Jones for the right to use its trademarks and trade names,
each The Dow trust will pay its portion of the fee set forth in the
Agreement to Dow Jones or the Depositor to reimburse the Depositor for
payment of the expenses.
If The Dow agreement provides for an annual license fee computed
in whole or in part by reference to the month-end asset balances for each
The Dow trust, for purposes of calculating the accrual of estimated
expenses such annual fee shall accrue at a daily rate and the Trustee is
authorized to compute an annual licensing fee payment (i) until the month-
end in which the Depositor has informed the Trustee that there will be no
further deposits of additional Securities, by reference to an estimate of
the month-end asset balances which the Depositor shall provide the Trustee,
and (ii) thereafter by reference to the previous month-end asset balance of
the applicable The Dow trust. 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 fees and
the license fees payable pursuant to The Dow agreement, but such adjustment
shall not affect calculations made prior thereto and no adjustment shall be
made in respect thereof.
(h) 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.
(i) 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.
(j) 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 21 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/ Thomas C. Muntz
----------------------------
Authorized Officer
(Seal)
Attest:
By /s/ Karen L. Healy
-------------------------
Assistant Secretary
The Chase Manhattan Bank, Trustee
By /s/ John Sweeney
----------------------------
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 21
(Note: Incorporated herein and made a part hereof is the "Schedule of
Investments" as set forth for the Trusts in the Prospectus.)
-5-
<PAGE>
Exhibit 3.1
September 30, 1998
John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606
Re: Nuveen Unit Trusts, Series 21
-----------------------------
Gentlemen:
We have served as counsel for you, as depositor of Nuveen Unit Trusts,
Series 21 (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 Trusts of the Fund have been duly
authorized; and
2. The book entry positions and certificates evidencing the Units in the
Trusts 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. 333-63847) 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
September 30, 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 21 consisting of:
Nuveen - The Dow 5/SM/ Portfolio, October 1998; and Nuveen -
The Dow 10/SM/ Portfolio, October 1998
------------------------------------------------------------------------
Gentlemen:
We have acted as counsel for John Nuveen & Co. Incorporated, as Sponsor and
Depositor of Nuveen Unit Trusts, Series 21 (the "Fund") consisting of Nuveen -
The Dow 5 Portfolio, October 1998; and Nuveen - The Dow 10 Portfolio, October
1998 (the "Trusts"), in connection with the issuance of Units of fractional
undivided interest in the Trusts, under a Trust Indenture and Agreement dated
September 30, 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 Trusts will be administered, and
investments by the Trusts from proceeds of subsequent deposits, if any, will be
made, in accordance with the terms of the Indenture. The assets of the Trusts
will consist of a portfolio of equity securities (the "Securities") as set forth
in the Prospectus. For purposes of the following discussion and 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. Each 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 a 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 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 a 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 a 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, taxable
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 a Trust. 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. 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 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 a 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.
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 a 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 subject to various non-
recognition provisions of the Code.
<PAGE>
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. 333-63847) 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
September 30, 1998
Nuveen Unit Trusts, Series 21
Nuveen--The Dow 5(SM) Portfolio, October 1998;
Nuveen--The Dow 10(SM) Portfolio, October 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 21
Nuveen--The Dow 5(SM) Portfolio, October 1998;
Nuveen--The Dow 10(SM) Portfolio, October 1998
----------------------------------------------
Dear Sirs:
We are acting as special counsel with respect to New York tax matters for
Nuveen Unit Trusts, Series 21, Nuveen--The Dow 5(SM) Portfolio, October 1998;
and Nuveen--The Dow 10(SM) Portfolio, October 1998 (each, a "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. Each 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 each 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. 333-63847) 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
September 30, 1998
The Chase Manhattan Bank,
as Trustee of Nuveen Unit Trusts, Series 21
Nuveen--The Dow 5(SM) Portfolio, October 1998; and
Nuveen--The Dow 10(SM) Portfolio, October 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 21
Nuveen--The Dow 5(SM) Portfolio, October 1998;
and Nuveen--The Dow 10(SM) Portfolio, October 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 21, Nuveen--The Dow
5(SM) Portfolio, October 1998; and Nuveen--The Dow 10 (SM) Portfolio, October
1998 (each a "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
each Trust Fund (such aggregate units being herein called "Units") each of which
represents an undivided interest in each 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 each 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 each 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
September 30, 1998
John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606
Re: Nuveen Unit Trusts, Series 21 consisting of:
Nuveen--The Dow 5/SM/ Portfolio, October 1998;
and Nuveen--The Dow 10/SM/ Portfolio, October 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 September
29, 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.
333-63847) 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
September 30, 1998
<PAGE>
Memorandum
Nuveen Unit Trusts, Series 21
File No. 333-63847
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 September 30, 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 Trusts 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 - Pages 6-7. The securities selected for the Trust and descriptions
of the issuers have been updated.
Part A - Page 7. The period over which the deferred sales charge will be
collected has been updated.
Part A - Page 11. The Schedule of Investments and the related footnotes
have been updated.
Part A - Page 12. The Statement of Condition and the related footnotes have
been updated.
Part A - Page 13. 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 11-15. 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
September 30, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND> This schedule contains summary financial information extracted from
The Dow 5/sm/ Portfolio, which is incorporated in the prospectus dated and is
qualified in its entirety by reference to such prospectus.
</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> The Dow 5/sm/ Portfolio
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> OCT-29-1999
<PERIOD-END> OCT-29-1999
<INVESTMENTS-AT-COST> 148,761
<INVESTMENTS-AT-VALUE> 149,983
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 149,983
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,852
<TOTAL-LIABILITIES> 2,852
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 15,149
<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> 149,983
<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>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND> This schedule contains summary financial information extracted from
The Dow 10/sm/ Portfolio, which is incorporated in the prospectus dated and is
qualified in its entirety by reference to such prospectus.
</LEGEND>
<SERIES>
<NUMBER> 2
<NAME> The Dow 10/sm/ Portfolio
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> OCT-29-1999
<PERIOD-END> OCT-29-1999
<INVESTMENTS-AT-COST> 149,187
<INVESTMENTS-AT-VALUE> 149,874
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 149,874
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,850
<TOTAL-LIABILITIES> 2,850
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 15,138
<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> 149,874
<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>
