AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1997
REGISTRATION NO. 333-28105
================================================================================
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:
Glickenhaus Value Portfolios, The 1997 Equity Collection, Series II
B. NAME OF DEPOSITORS:
Glickenhaus & Co.
C. COMPLETE ADDRESS OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
Glickenhaus & Co.
6 East 43rd Street
New York, New York 10017
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY OF COMMENTS TO:
SETH M. GLICKENHAUS MICHAEL R. ROSELLA, Esq.
Glickenhaus & Co. Battle Fowler LLP
6 East 43rd Street 75 East 55th Street
New York, New York 10017 New York, New York 10022
(212) 856-6858
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Glickenhaus Value Portfolios, The
1997 Equity Collection, Series II is being registered under the
Securities Act of 1933 pursuant to Section 24(f) of the Investment
Company Act of 1940, as amended, and Rule 24f-2 thereunder.
F. PROPOSED MAXIMUM AGGREGATE OFFERING PRICE TO THE PUBLIC OF THE SECURITIES
BEING REGISTERED:
Indefinite
G. AMOUNT OF FILING FEE:
Not Required
H. APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of the Registration
Statement.
x Check if it is proposed that this filing will become effective
--- immediately upon filing pursuant to Rule 487.
================================================================================
412321.1
<PAGE>
GLICKENHAUS VALUE PORTFOLIOS,
THE 1997 EQUITY COLLECTION, SERIES II
DATED: June 12, 1997
<TABLE>
<S> <C>
No person is authorized to give any information or This Prospectus does not constitute an offer to
to make any representations not contained in Parts sell, or a solicitation of an offer to buy,
A and B of this Prospectus; and any information or securities in any state to any person to whom it
representation not contained herein must not be is not lawful to make such an offer in such state.
relied upon as having been authorized by the
Trust, the Trustee or the Sponsors. The Trust is PROSPECTUS PART A.
registered as a unit investment trust under the
Investment Company Act of 1940. Such registration This Prospectus, which sets forth information that
does not imply that the Trust or any of its Units an investor should know, consists of two parts.
have been guaranteed, sponsored, recommended or Part A contains the Summary of Essential
approved by the United States or any state or any Information including descriptive material
agency or officer thereof. relating to the Trust and the Statement of
Condition of the Trust. Part B contains general
Parts A and B of this Prospectus do not contain information about the Trust. Part A may not be
all of the information set forth in the distributed unless accompanied by Part B. Please
registration statement and exhibits relating read and retain both parts of this Prospectus for
thereto, filed with the Securities and Exchange future reference.
Commission, Washington, D.C., under the Securities
Act of 1933, and the Investment Company Act of The Trust is a unit investment trust designated
1940, and to which reference is made. Glickenhaus Value Portfolios, The 1997 Equity
Collection, Series II (the "1997 Series II" or
Table of Contents "Trust"). The Sponsor is Glickenhaus & Co. The
Part A objective of the Trust is to seek growth of
Summary of Essential Information...............A-2 capital by investing in securities which are
Independent Auditors' Report...................A-8 undervalued as determined by the Sponsor. Current
Statement of Condition.........................A-9 income will be secondary to the objective of
Portfolio.....................................A-10 capital growth. The Sponsor cannot give assurance
Underwriting..................................A-11 that the Trust's objectives can be achieved. The
Part B Trust contains an underlying portfolio of equity
The Trust......................................B-1 securities consisting of common stocks (the
Risk Considerations............................B-4 "Securities"), which have been purchased by the
Public Offering................................B-6 Trust based upon the selections of the Sponsor.
Rights of Unit Holders.........................B-9 The Trust will terminate approximately two years
Tax Status....................................B-12 after the initial Date of Deposit. Minimum
Liquidity.....................................B-16 Purchase: 100 Units
Exchange Option...............................B-19
Trust Administration..........................B-19
Legal Opinions................................B-25
Auditors......................................B-25
</TABLE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
450048.1
<PAGE>
<TABLE>
GLICKENHAUS VALUE PORTFOLIOS
THE 1997 EQUITY COLLECTION, SERIES II
SUMMARY OF ESSENTIAL INFORMATION AS OF JUNE 11, 1997*
<S> <C>
Date of Deposit: June 12, 1997 Liquidation Period: Beginning 30 days prior to the
Mandatory Termination Date.
Aggregate Value of Securities...........................$122,138
Minimum Value of Trust: The Trust may be terminated
Aggregate Value of Securities if the value of the Trust is less than 40% of the aggregate
per 100 Units..........................................$965.06 value of the Securities at the completion of the Deposit
Period.
Number of Units...........................................12,656
Mandatory Termination Date: The earlier of July 12,
Fractional Undivided Interest in 1999 or the disposition of the last Security in the Trust.
Trust.................................................1/12,656
Trustee: The Bank of New York.
Public Offering Price (per 100 units)
Trustee's Annual Fee: $.85 per 100 Units outstanding.
Aggregate Value of Securities in Trust................$122,138
Other Annual Fees and Expenses: $.30 per 100 Units
outstanding.
Divided By 12,656 Units (times 100)....................$965.06
Annual Organizational Expenses:(4) $1.50 per 100
Plus Sales Charge of 3.5% (3.627% of the net amount Units.
invested) of Public Offering Price per 100 Units........$35.00
Sponsor: Glickenhaus & Co.
Public Offering Price per
100 Units(2).......................................$1,000.06 Sponsor's Annual Supervisory Fee: Maximum of $.25
per 100 Units outstanding (see "Trust Expenses and
Sponsor's Repurchase Price and Charges" in Part B).
Redemption Price per 100 Units(3)......................$965.06
Estimated Total Annual Fees and Expenses:(5)
Excess of Public Offering Price Over $2.90 per 100 Units outstanding.
Redemption Price per 100 Units..........................$35.00
Record date:(1) Semi-annually on the fifteenth day of
Evaluation Time: 4:00 p.m. New York time. December and June
Minimum Principal Distribution: Dividend distribution date: (1) Semi-annually on the
$1.00 per 100 Units first business day of January and July
</TABLE>
- -----------------------------------------
*The business day prior to the initial Date of Deposit. The initial Date of
Deposit is the date on which the Trust Agreement was signed and the deposit of
Securities with the Trustee made.
(1) The first dividend distribution will be made on January 2, 1998 (the "First
Distribution Date") to all Unit holders of record on December 15, 1997 (the
"First Record Date").
(2) On the initial Date of Deposit there will be no cash in the Income or
Capital Accounts. Anyone purchasing Units after such date will have included in
the Public Offering Price a pro rata share of any cash in such Accounts.
450048.1
A-2
<PAGE>
(3) Any redemptions of over 2,500 Units may, upon request by a redeeming Unit
holder, be made "in kind" by the Trustee, who will either forward the
distributed securities to the Unit holder or sell the securities on behalf of
the redeeming Unit holder and distribute the proceeds (net of any brokerage
commissions or other expenses incurred in the sale) to the Unit holder. See
"Liquidity--Trustee Redemption" in Part B.
(4) Although historically the sponsors of unit investment trusts ("UITs") have
paid all the costs of establishing such UITs, this Trust (and therefore the Unit
holders) will bear all or a portion of its organizational costs. Such
organizational costs include: the cost of preparing and printing the
registration statement, the trust indenture and other closing documents; and the
initial audit of the Trust. Total organizational expenses will be amortized over
the life of the Trust. See "Rights of Unit Holders--Expenses and
Charges--Initial Expenses" in Part B.
(5) Assumes the Trust will reach a size of 1,000,000 Units as estimated by the
Sponsor; expenses per 100 Units will vary with the actual size of the Trust. If
the Trust does not reach this Unit level, the Estimated Total Annual Fees and
Expenses will be adversely affected.
Description of Portfolio
<TABLE>
<S> <C>
Number of Issues: 12 (12 issuers) Number and Percentage of Issues by Industry:
Domestic Issuers: 12 (100.00% of the initial Aerospace/Defense, 1 (8.80%); Auto-Cars/
aggregate value of securities) Light Trucks, 1 (8.01%); Building &
Construction Products - Misc., 1 (9.33%);
American Stock Exchange, (8.10%); NASDAQ Finance-Credit Card, , 1 (8.92%); Finance-
National Market, (7.78%); New York Stock Mortgage Loan/Banker, 1 (8.23%); Medical
Exchange, (84.12%) Drugs, 1 (7.57%); Oil Company-Integrated,
1 (8.10%); Oil/Gas-Drilling, 2 (16.79);
Common Stocks: 12 (100.00%) REIT-Mortgage, 1 (9.16); REIT-Warehouse/
Industrials, 1 (7.31%); Steel-Producers, 1
(7.78%)
</TABLE>
450048.1
A-3
<PAGE>
THE TRUST
The Trust is a unit investment trust designated Glickenhaus Value Portfolios,
The 1997 Equity Collection, Series II (the "1997 Series II" or "Trust"). The
Sponsor is Glickenhaus & Co. The objective of the Trust is to seek growth of
capital by investing in securities which are undervalued as determined by the
Sponsor. Current income will be secondary to the objective of capital growth.
The Sponsor cannot give assurance that the Trust's objectives can be achieved.
The Trust contains an underlying portfolio of equity securities consisting of
common stocks (the "Securities"), which have been purchased by the Trust based
upon the selections of the Sponsor. In selecting the Securities for the Trust,
the Sponsor normally will consider the following factors, among others: (1)
values of individual securities relative to their earnings, dividends,
historical prices, book assets or other measures of fundamental value; and (2)
trends in the determinants of corporate profits, corporate cash flow, balance
sheet changes, management capability and practices. See "The Trust--The
Securities" in Part B. The Trust will terminate approximately two years and 30
days after the initial Date of Deposit. Upon termination, Unit holders may elect
to receive their terminating distributions in cash, in the form of in-kind
distributions of the Trust's Securities, if they own at least 2,500 units, or,
may utilize their terminating distributions to purchase units of a future series
of the Trust at a reduced sales charge. There can be no assurance that the
Securities and Exchange Commission will grant such exemptive order. See
"Termination" in this Part A and "Trust Administration--Trust Termination" in
Part B. Twelve issues have been deposited in the Trust and all of such issues
are represented by the Sponsor's contracts to purchase, which are expected to
settle on or about June 17, 1997.
With the deposit of the Securities in the Trust on the initial Date of Deposit,
the Sponsor established a proportionate relationship among the aggregate value
of the specified Securities in the Trust. During the 90 days subsequent to the
initial Date of Deposit, the Sponsor may, but is not obligated to, deposit from
time to time additional Securities in the Trust ("Additional Securities"),
contracts to purchase Additional Securities or cash (or a bank letter of credit
in lieu of cash) with instructions to purchase Additional Securities,
maintaining to the extent practicable the original proportionate relationship of
the number of shares of each Security in the Trust portfolio immediately prior
to such deposit, thereby creating additional Units which will be offered to the
public by means of this Prospectus. These additional Units will each represent,
to the extent practicable, an undivided interest in the same number and type of
securities of identical issuers as are represented by Units issued on the
initial Date of Deposit. It may not be possible to maintain the exact original
proportionate relationship among the number of shares of Securities in the Trust
portfolio on the initial Date of Deposit with the deposit of Additional
Securities because of, among other reasons, purchase requirements, changes in
prices, or the unavailability of Securities. Deposits of Additional Securities
in the Trust subsequent to the 90-day period following the initial Date of
Deposit must replicate exactly the proportionate relationship among the shares
of each Security in the Trust portfolio at the end of the initial 90-day period.
The number and identity of Securities in the Trust will be adjusted to reflect
the disposition of Securities and/or the receipt of a stock dividend, a stock
split or other distribution with respect to such Securities. The portfolio of
the Trust may change slightly based on such disposition. Securities received in
exchange for shares will be similarly treated. Substitute Securities may be
acquired under specified conditions when Securities originally deposited in the
Trust are unavailable (see "The Trust--Substitution of Securities" in Part B).
As additional Units are issued by the Trust as a result of the deposit of
Additional Securities, the aggregate value of the Securities in the Trust will
be increased and the fractional undivided interest in the Trust represented by
each unit will be decreased. As of the Date of Deposit, Units in the Trust
represent an undivided interest in the principal and net income of the Trust in
the ratio of one hundred Units for the indicated initial aggregate value of
Securities in the Trust on the initial Date of Deposit as is
450048.1
A-4
<PAGE>
set forth in the Summary of Essential Information (see "The Trust--Organization"
in Part B) (For the specific number of Units in the Trust as of the initial Date
of Deposit, see "Summary of Essential Information" in this Part A).
The Sponsor does not make a primary over-the-counter market in shares of any of
the companies included in the Portfolio of the Trust. The Sponsor does not act
as an underwriter, manager or co-manager of a public offering of the securities
of any of the issuers in the Trust portfolio.
RISK CONSIDERATIONS
An investment in Units of the Trust should be made with an understanding of the
risks inherent in any investment in the Securities including for common stocks,
the risk that the financial condition of the issuers of the Securities may
become impaired or that the general condition of the stock market may worsen
(both of which may contribute directly to a decrease in the value of the
Securities and thus in the value of the Units).
The portfolio of the Trust is fixed and not "managed" by the Sponsor. All the
Securities in the Trust are liquidated during a 30 day period at the termination
of the two year life of the Trust. Since the Trust will not sell Securities in
response to ordinary market fluctuation, but only at the Trust's termination or
to meet redemptions, the amount realized upon the sale of the Securities may not
be the highest price attained by an individual Security during the life of the
Trust.
In connection with the deposit of Additional Securities subsequent to the
initial Date of Deposit, if cash (or a letter of credit in lieu of cash) is
deposited with instructions to purchase Securities, to the extent the price of a
Security increases or decreases between the deposit of such cash and the time
the Security is purchased, Units may represent less or more of that Security and
more or less of the other Securities in the Trust. In addition, brokerage fees
incurred in purchasing Securities with cash deposited with instructions to
purchase the Securities will be an expense of the Trust. Price fluctuations
during the period from the time of deposit to the time the Securities are
purchased, and payment of brokerage fees, will affect the value of every Unit
holders's Units and the income per Unit received by the Trust. (See "The
Trust--Risk Considerations" in Part B of this Prospectus.)
PUBLIC OFFERING PRICE
The Public Offering Price per 100 Units of the Trust is equal to the aggregate
value of the underlying Securities in the Trust divided by the number of Units
outstanding times 100 plus a sales charge of 3.5% of the Public Offering Price
per 100 Units (or 3.627% of the net amount invested in Securities per 100 Units
) on sales of fewer than 10,000 Units. Any cash held by the Trust will be added
to the Public Offering Price. For additional information regarding the Public
Offering Price, the descriptions of dividend and principal distributions,
repurchase and redemption of Units and other essential information regarding the
Trust, see the Summary of Essential Information for the Trust. During the life
of the Trust orders involving at least 10,000 Units will be entitled to a volume
discount from the Public Offering Price. The Public Offering Price per Unit may
vary on a daily basis in accordance with fluctuations in the aggregate value of
the underlying Securities. (See "Public Offering" in Part B.) The figures above
assume a purchase of 100 Units. The price of a single Unit, or any multiple
thereof, is calculated by dividing the Public Offering Price
450048.1
A-5
<PAGE>
per 100 Units by 100 and multiplying by the number of Units. If the Units of the
Trust had been available for sale on June 11, 1997, the Public Offering Price
per 100 Units would have been $1,000.06.
DISTRIBUTIONS
Distributions of net income (other than amortized discount) received in respect
to any of the Securities by the Trust will be made by the Trust semi-annually.
Long-term capital gains distributions received in respect to any of the
Securities by the Trust, however, will be made by the Trust no more frequently
than annually. The first dividend distributions will be made on the First
Distribution Date to all Unit holders of record on the First Record Date and
thereafter distributions will be made semi-annually on the first business day of
December and June (the "Distribution Date"). (See "Rights of Unit
Holders--Distributions" in Part B. For the specific dates representing the First
Distribution Date and the First Record Date, see "Summary of Essential
Information.")
MARKET FOR UNITS
The Sponsor, although not obligated to do so, currently intends to maintain a
secondary market for the Units of the Trust after the initial public offering
has been completed. The secondary market repurchase price will be based on the
market value of the Securities in the Trust portfolio. (See "Liquidity--Sponsor
Repurchase" for a description on how the secondary market repurchase price will
be determined.) If a market is not maintained a Unit holder will be able to
redeem his Units with the Trustee at the then current Redemption Price per Unit.
(See "Liquidity--Trustee Redemption" in Part B.) The principal trading market
for certain Securities may be in the over-the-counter market. As a result, the
existence of a liquid trading market for these Securities may depend on whether
dealers will make a market in these Securities. There can be no assurance of the
making or the maintaining of a market for any of the Securities contained in the
Trust portfolio 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,
as amended, from selling Securities to the Sponsor. The price at which the
Securities may be sold to meet redemptions and the value of the Units will be
adversely affected if trading markets for the Securities are limited or absent.
TERMINATION
During the 30 day period prior to the Mandatory Termination Date (the
"Liquidation Period"), Securities will begin to be sold in connection with the
termination of the Trust and all Securities will be sold by the Mandatory
Termination Date. The Trustee may utilize the services of the Sponsor for the
sale of all or a portion of the Securities in the Trust. Any brokerage
commissions received by the Sponsor from the Trust in connection with such sales
will be in accordance with applicable law. The Sponsor will determine the
manner, timing and execution of the sales of the underlying Securities. Unit
holders may elect one of the three options in receiving their terminating
distributions. Unit holders may elect: (1) to receive their pro rata share of
the underlying Securities in kind, if they own at least 2,500 units, (2) to
receive cash upon the liquidation of their pro rata share of the underlying
Securities or (3) to invest the amount of cash they would have received upon the
liquidation of their pro rata share of the underlying Securities in units of a
future series of the Trust (if one is offered) at a reduced sales charge. See
"Trust Administration--Trust Termination" in Part B for a description of how to
select a termination distribution option.
450048.1
A-6
<PAGE>
The Sponsor will attempt to sell the Securities as quickly as they can during
the Liquidation Period without, in their judgment, materially adversely
affecting the market price of the Securities, but all of the Securities will in
any event be disposed of by the end of the Liquidation Period. The Sponsor does
not anticipate that the period will be longer than 30 days, and it could be as
short as one day, depending on the liquidity of the Securities being sold. 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.
It is expected (but not required) that the Sponsor will generally follow the
following guidelines in selling the Securities: for highly liquid Securities,
the Sponsor will generally sell Securities on the first day of the Liquidation
Period; for less liquid Securities, on each of the first two days of the
Liquidation Period, the Sponsor will generally sell any amount of any underlying
Securities at a price no less than 1/2 of one point under the last closing sale
price of those Securities. On each of the following two days, the price limit
will increase to one point under the last closing sale price. After four days,
the Sponsor intends to sell at least a fraction of the remaining underlying
Securities, the numerator of which is one and the denominator of which is the
total number of days remaining (including that day) in the Liquidation Period,
without any price restrictions.
During the Liquidation Period, Unit holders who have not chosen to receive
distributions-in-kind will be at risk to the extent that Securities are not
sold; for this reason the Sponsor will be inclined to sell the Securities in as
short a period as they can without materially adversely affecting the price of
the Securities. (See "Tax Status" in Part B.) Unit holders should consult their
own tax advisers in this regard.
450048.1
A-7
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Sponsor, Trustee, and Unit holders,
Glickenhaus Value Portfolios, The 1997 Equity Collection, Series II
We have audited the accompanying Statement of Condition and Portfolio (the
"financial statements") of the Glickenhaus Value Portfolios, The 1997 Equity
Collection, Series II as of June 12, 1997. These financial statements are the
responsibility of the Sponsor. Our responsibility is to express an opinion on
the financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion. The irrevocable letters of
credit deposited in connection with the securities owned as of June 12, 1997,
pursuant to contracts to purchase, as shown in the Statement of Condition, were
confirmed to us by The Bank of New York, the Trustee.
In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Glickenhaus Value Portfolios, The 1997
Equity Collection, Series II, at June 12, 1997, in conformity with generally
accepted accounting principles.
BDO SEIDMAN, LLP
New York, New York
June 12, 1997
450048.1
A-8
<PAGE>
GLICKENHAUS VALUE PORTFOLIOS
THE 1997 EQUITY COLLECTION
STATEMENT OF CONDITION
AS OF DATE OF DEPOSIT, JUNE 12, 1997
TRUST PROPERTY
Series II
Investment in Securities:
Contracts to purchase underlying Securities (1)..................$122,138
Organizational costs (2)............................................ 29,850
--------
Total..............................................$151,988
========
LIABILITIES AND INTEREST OF UNIT HOLDERS
Liabilities:
Accrued liability (2).............................................$29,850
-------
Interest of Unit holders:
Units of fractional undivided interest outstanding (12,656):
Cost to investors (3)............................................$126,568
Less--gross underwriting commission (4)......................... 4,430
--------
Net interest of Unit holders..........................................122,138
--------
Total..............................................$151,988
========
(1) Aggregate cost to the Trust of the Securities listed in the Portfolio is
determined by the Trustee on the basis set forth under "Public
Offering--Offering Price" as of 4:00 p.m. on June 12, 1997. Irrevocable letters
of credit issued by The Bank of New York in an amount in excess of $122,138 have
been deposited with the Trustee to cover the purchase of Securities pursuant to
contracts to purchase such Securities.
(2) Organizational costs incurred by the Trust have been deferred and will
be amortized over the life of the Trust. The Trust will reimburse the Sponsor
for actual organizational costs incurred.
(3) Aggregate public offering price computed on 12,656 Units of the 1997
Series II on the basis set forth under "Public Offering--Offering Price" in Part
B.
(4) Sales charge of 3.5% computed on 12,656 Units of the 1997 Series II on
the basis set forth under "Public Offering Price" in Part B.
450048.1
A-9
<PAGE>
GLICKENHAUS VALUE PORTFOLIOS
THE 1997 EQUITY COLLECTION, SERIES II
PORTFOLIO
AS OF JUNE 12, 1997
<TABLE>
<CAPTION>
Percentage Market Cost of
Portfolio Number of Name of Issuer of Value Securities
No. Shares and Ticker Symbol(2) Fund (1) Per Share to Trust (3)
----- -------- -------------------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK: 100.00%
UNITED STATES: (100.00%)
Aerospace/Defense: 8.80% 1 500 Shs. Gencorp Inc. - GY 8.80% $21.500 $10,750
Auto-Cars/Light Trucks: 8.01% 2 300 Shs. Chrysler Corp. - C(4) 8.01% 32.625 9,788
Building & Construction Products-Misc.: 9.33% 3 300 Shs. USG Corp. - USG 9.33% 38.000 11,400
Finance-Credit Card: 8.92% 4 400 Shs. Countrywide Credit 8.92% 27.250 10,900
Ind. Inc. - CCR
Finance-Mortgage Loan/Banker: 8.23% 5 300 Shs. Capital One Financial 8.23% 33.500 10,050
Corp. - COF
Medical Drugs: 7.57% 6 400 Shs. ICN Pharmaceuticals 7.57% 23.125 9,250
Inc. - ICN
Oil Company-Integrated: 8.10% 7 200 Shs. Imperial Oil Ltd. - 8.10% 49.438 9,887
IMO
Oil/Gas - Drilling: 16.79% 8 500 Shs. Noble Drilling Corp. - 8.60% 21.000 10,500
NE
9 400 Shs. Reading & Bates Corp. 8.19% 25.000 10,000
- RB
REITs - Mortgage: 9.16% 10 500 Shs. CWM Mortgage 9.16% 22.375 11,188
Holdings Inc. - CWN
REITs - Warehouse/Industrials: 7.31% 11 300 Shs. First Industrial Realty 7.31% 29.750 8,925
Tr. - FR
Steel - Producers: 7.78% 12 400 Shs. Steel Dynamics Inc. - 7.78% 23.750 9,500
----- ------
STLD
100% $122,138
==== =======
</TABLE>
450048.1
A-10
<PAGE>
FOOTNOTES TO PORTFOLIO
(1) Based on the cost of the Securities to the Trust.
(2) Forward contracts to purchase the Securities were entered into on June
11, 1997. All such contracts are expected to be settled on or about the
First Settlement Date of the Trust which is expected to be June 17,
1997.
(3) Evaluation of Securities by the Trustee was made on the basis of closing
sale prices at the Evaluation Time on the day prior to the Initial Date
of Deposit.
(4) Chrysler Corp. is an investment advisory client of the Sponsor.
Additional information regarding the Trust is as follows:
Sponsor's
Purchase Price Sponsor's Profit/Loss
$122,038 $100
UNDERWRITING
Glickenhaus & Co., 6 East 43rd Street, New York, New York 10017, will act as
Underwriter for all of the Units of Glickenhaus Value Portfolios, The 1997
Equity Collection, Series II. The Underwriter will distribute the Units through
various broker-dealers, banks and/or other eligible participants (see "Public
Offering - Distribution of Units" in Part B).
450048.1
A-11
<PAGE>
GLICKENHAUS VALUE PORTFOLIOS
THE 1997 EQUITY COLLECTION, SERIES II
PROSPECTUS PART B
PART B OF THIS PROSPECTUS MAY NOT BE
DISTRIBUTED UNLESS ACCOMPANIED BY
PART A
THE TRUST
Organization
"Glickenhaus Value Portfolios, The 1997 Equity Collection, Series II"
consists of a "unit investment trust" designated as set forth in Part A. The
Trust was created under the laws of the State of New York pursuant to a Trust
Indenture and Agreement (the "Trust Agreement"), dated the initial Date of
Deposit, between Glickenhaus & Co., as Sponsor, and The Bank of New York, as
Trustee.
On the initial Date of Deposit, the Sponsor deposited with the Trustee
common stock, including funds and delivery statements relating to contracts for
the purchase of certain such securities (collectively, the "Securities") with an
aggregate value as set forth in Part A and cash or an irrevocable letter of
credit issued by a major commercial bank in the amount required for such
purchases. Thereafter the Trustee, in exchange for the Securities so deposited,
delivered to the Sponsor the Certificates evidencing the ownership of all Units
of the Trust. The Sponsor has a limited right to substitute other securities in
the Trust portfolio in the event of a failed contract. See "The
Trust--Substitution of Securities". The Sponsor may also, in certain
circumstances, direct the Trustee to dispose of certain Securities if the
Sponsor believes that, because of market or credit conditions, or for certain
other reasons, retention of the Security would be detrimental to Unit holders.
(See "Trust Administration--Portfolio Supervision.")
As of the day prior to the initial Date of Deposit, a "Unit" represents an
undivided interest or pro rata share in the Securities of the Trust in the ratio
of one hundred Units for the indicated amount of the aggregate market value of
the Securities initially deposited in the Trust as is set forth in the "Summary
of Essential Information". To the extent that any Units are redeemed by the
Trustee, the fractional undivided interest or pro rata share in such Trust
represented by each unredeemed Unit will increase, although the actual interest
in such Trust represented by such fraction will remain unchanged. Units will
remain outstanding until redeemed upon tender to the Trustee by Unit holders,
which may include the Sponsor or the Underwriters, or until the termination of
the Trust Agreement.
With the deposit of the Securities in the Trust on the initial Date of
Deposit, the Sponsor established a proportionate relationship among the initial
aggregate value of specified Securities in the Trust. During the 90 days
subsequent to the initial Date of Deposit, the Sponsor may deposit additional
Securities in the Trust that are substantially similar to the
450048.1
B-1
<PAGE>
Securities already deposited in the Trust ("Additional Securities"), contracts
to purchase Additional Securities or cash (or a bank letter of credit in lieu of
cash) with instructions to purchase Additional Securities, in order to create
additional Units, maintaining to the extent practicable the original
proportionate relationship of the number of shares of each Security in the Trust
portfolio on the initial Date of Deposit. These additional Units will each
represent, to the extent practicable, an undivided interest in the same number
and type of securities of identical issuers as are represented by Units issued
on the initial Date of the Deposit. It may not be possible to maintain the exact
original proportionate relationship among the Securities deposited on the
initial Date of Deposit because of, among other reasons, purchase requirements,
changes in prices, or unavailability of Securities. Deposit of Additional
Securities in the Trust subsequent to the 90-day period following the initial
Date of Deposit must replicate exactly the proportionate relationship among the
shares of each Security in the Trust portfolio at the end of the initial 90-day
period. The number and identity of Securities in the Trust will be adjusted to
reflect the disposition of Securities and/or the receipt of a stock dividend, a
stock split or other distribution with respect to shares. The portfolio of the
Trust may change slightly based on such disposition and reinvestment. Securities
received in exchange for shares will be similarly treated. Substitute Securities
may be acquired under specified conditions when Securities originally deposited
in the Trust are unavailable (see "The Trust--Substitution of Securities"
below). Units may be continuously offered to the public by means of this
Prospectus (see "Public Offering--Distribution of Units") resulting in a
potential increase in the number of Units outstanding. As additional Units are
issued by the Trust as a result of the deposit of Additional Securities, the
aggregate value of the Securities in the Trust will be increased and the
fractional undivided interest in the Trust represented by each Unit will be
decreased.
Objectives
The objective of the Trust is to seek growth of capital by investing in
securities which are undervalued as determined by the Sponsor. Current income
will be secondary to the objective of capital growth. The Trust will invest in a
portfolio of equity securities consisting of common stocks of domestic issuers
which are selected by the Trust's Sponsor and which the Sponsor believes will
enable the Trust to achieve these objectives. All of the Securities in the Trust
are listed on the New York Stock Exchange, the American Stock Exchange or the
National Association of Securities Dealers Automated Quotations ("NASDAQ")
National Market System and are generally followed by independent investment
research firms. There is no minimum capitalization or market trading activity
requirement for the selection of Securities for the Trust's portfolio. There can
be no assurance that the Trust's investment objectives can be achieved.
The Securities
In selecting Securities for the Trust, the Sponsor normally will consider
the following factors, among others: (1) values of individual securities
relative to their earnings, dividends, historical prices, book assets or other
measures of fundamental value; and (2) trends in the determinants of corporate
profits, corporate cash flow, balance sheet changes, management capability and
practices. The Sponsor's investment philosophy hinges on analyzing and
understanding individual businesses in order to assess their long-term
potential. The Sponsor seeks to discover well-positioned, evolving companies
with substantial growth prospects which are typically unnoticed in the
marketplace. This enables the Sponsor to commit its funds and build up its stake
at relatively low prices.
450048.1
B-2
<PAGE>
Portfolio
The Trust consists of the Securities (or contracts to purchase such
Securities together with an irrevocable letter or letters of credit for the
purchase of such contracts) and Additional Securities deposited upon the
creation of additional Units as set forth above and Substitute Securities
acquired by the Trust as long as such Securities may continue to be held from
time to time in the Trust together with uninvested cash realized from the
disposition of Securities. Because certain of the Securities from time to time
may be sold under certain circumstances, as described herein, no assurance can
be given that the Trust will retain for any length of time its present size and
composition. The Trustee has not participated and will not participate in the
selection of Securities for the Trust, and neither the Sponsor nor the Trustee
will be liable in any way for any default, failure or defect in any Securities.
All of the Securities are publicly traded either on a stock exchange or in the
over-the-counter market. The contracts to purchase Securities deposited
initially in the Trust are expected to settle in three business days, in the
ordinary manner for such Securities. Settlement of the contracts for Securities
is thus expected to take place prior to the settlement of purchase of Units on
the initial Date of Deposit.
Substitution of Securities
Neither the Sponsor nor the Trustee shall be liable in any way for any
default, failure or defect in any of the Securities. In the event of a failure
to deliver any Security that has been purchased for the Trust under a contract
("Failed Securities"), the Sponsor is authorized under the Trust Agreement to
direct the Trustee to acquire other securities ("Substitute Securities") to make
up the original corpus of the Trust.
The Substitute Securities must be purchased within 20 days after the sale of
the portfolio Security or delivery of the notice of the failed contract. Where
the Sponsor purchases Substitute Securities in order to replace Failed
Securities, (i) the purchase price may not exceed the purchase price of the
Failed Securities and (ii) the Substitute Securities must be substantially
similar to the Securities originally contracted for and not delivered.
Whenever a Substitute Security has been acquired for the Trust, the Trustee
shall, within five days thereafter, notify all Unit holders of the Trust of the
acquisition of the Substitute Security and the Trustee shall, on the next
Distribution Date which is more than 30 days thereafter, make a pro rata
distribution of the amount, if any, by which the cost to the Trust of the Failed
Security exceeded the cost of the Substitute Security.
The proceeds of the sale of Securities will be distributed to Unit holders
as set forth under "Rights of Unit Holders-Distributions." In addition, if the
right of substitution shall not be utilized to acquire Substitute Securities in
the event of a failed contract, the Sponsor will cause to be refunded the sales
charge attributable to such Failed Securities to all Unit holders of the Trust,
and distribute the principal attributable to such Failed Securities on the next
Distribution Date.
Because certain of the Securities from time to time may be substituted (see
"Trust Administration--Portfolio Supervision") or may be sold under certain
circumstances, no assurance can be given that the Trust will retain its present
size and composition for any length of time. The proceeds from the sale of a
Security or the exercise of any redemption
450048.1
B-3
<PAGE>
or call provision will be distributed to Unit holders except to the extent such
proceeds are applied to meet redemptions of Units. (See "Liquidity--Trustee
Redemption.")
RISK CONSIDERATIONS
Fixed Portfolio
The value of the units will fluctuate depending on all the factors that have
an impact on the economy and the equity markets. These factors similarly impact
on the ability of an issuer to distribute dividends. The Trust is not a "managed
registered investment company" and Securities will not be sold by the Trustee as
a result of ordinary market fluctuations. Unlike a managed investment company in
which there may be frequent changes in the portfolio of securities based upon
economic, financial and market analyses, securities of a unit investment trust,
such as the Trust, are not subject to such frequent changes based upon
continuous analysis. However, the Sponsor may direct the disposition by the
Trustee of Securities upon the occurrence of certain events. (See "Trust
Administration--Portfolio Supervision" below.) Potential investors also should
be aware that the Sponsor may change its views as to the investment merits of
any of the Securities during the life of the Trust and therefore should consult
their own financial advisers with regard to a purchase of Units. In addition,
investors should be aware that the Sponsor, and its affiliates, currently act
and will continue to act as investment adviser for managed investment companies
and managed private accounts that may have similar or different investment
objectives from the Trust. Some of the Securities in the Trust may also be owned
by these other clients of the Sponsor and its affiliates. However, because these
clients have "managed" portfolios and may have differing investment objectives,
the Sponsor may sell certain Securities from those accounts in instances where a
sale by the Trust would be impermissible, such as to maximize return by taking
advantage of market fluctuation. Investors should consult with their own
financial advisers prior to investing in the Trust to determine its suitability.
(See "Trust Administration-- Portfolio Supervision.") All the Securities in the
Trust are liquidated or distributed (to Unit holders who elect to receive
in-kind distributions) during a 30 day period at the termination of the two year
life of the Trust. Since the Trust will not sell Securities in response to
ordinary market fluctuation, but only at the Trust's termination and to meet
redemptions, the amount realized upon the sale of the Securities may not be the
highest price attained by an individual Security during the life of the Trust.
Additional Securities
Investors should be aware that in connection with the creation of additional
Units subsequent to the initial Date of Deposit, the Sponsor may deposit
Additional Securities, contracts to purchase Additional Securities or cash (or
letter of credit in lieu of cash) with instructions to purchase Additional
Securities, in each instance maintaining the original proportionate
relationship, subject to adjustment under certain circumstances, of the numbers
of shares of each Security in the Trust. To the extent the price of a Security
increases or decreases between the time cash is deposited with instructions to
purchase the Security and the time the cash is used to purchase the Security,
Units may represent less or more of that Security and more or less of the other
Securities in the Trust. In addition, brokerage fees (if any) incurred in
purchasing Securities with cash deposited with instructions to purchase the
Securities will be an expense of the Trust. Price fluctuations between the time
of deposit and the time the Securities are purchased, and payment of brokerage
fees, will affect the value of every Unit holder's Units and the Income per Unit
received by the Trust. In particular, Unit holders who purchase Units during the
initial offering period would experience a dilution of their investment as a
result of any brokerage fees paid by the Trust during subsequent deposits of
Additional Securities purchased with cash
450048.1
B-4
<PAGE>
deposited. In order to minimize these effects, the Trust will try to purchase
Securities as near as possible to the Evaluation Time or at prices as close as
possible to the prices used to evaluate Trust Units at the Evaluation Time.
Common Stock
Since the Trust may contain common stocks of both foreign and domestic
issuers, an investment in Units of the Trust should be made with an
understanding of the risks inherent in any investment in common stocks including
the risk that the financial condition of the issuers of the Securities may
become impaired or that the general condition of the stock market may worsen
(both of which may contribute directly to a decrease in the value of the
Securities and thus in the value of the Units). Additional risks include risks
associated with the right to receive payments from the issuer which is generally
inferior to the rights of creditors of, or holders of debt obligations or
preferred stock issued by, the issuer. Holders of common stocks have a right to
receive dividends only when, if, and in the amounts declared by the issuer's
board of directors and to participate in amounts available for distribution by
the issuer only after all other claims on the issuer have been paid or provided
for. By contrast, holders of preferred stocks usually have the right to receive
dividends at a fixed rate when and as declared by the issuer's board of
directors, normally on a cumulative basis. Dividends on cumulative preferred
stock must be paid before any dividends are paid on common stock and any
cumulative preferred stock dividend which has been omitted is added to future
dividends payable to the holders of such cumulative preferred stocks. Preferred
stocks are also usually entitled to rights on liquidation which are senior to
those of common stocks. For these reasons, preferred stocks generally entail
less risk than common stocks.
Moreover, common stocks do not represent an obligation of the issuer and
therefore do not offer any assurance of income or provide the degree of
protection of debt securities. The issuance of debt securities or even preferred
stock by an issuer 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 economic interest
of holders of common stock with respect to assets of the issuer upon liquidation
or bankruptcy. Further, unlike debt securities which typically have a stated
principal amount payable at maturity (which value will be subject to market
fluctuations prior thereto), common stocks have neither fixed principal amount
nor a maturity and have values which are subject to market fluctuations for as
long as the common stocks remain outstanding. Common stocks are especially
susceptible to general stock market movements and to volatile increases and
decreases in value as market confidence in and perceptions of the issuers
change. These perceptions are based on unpredictable factors including
expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. The value of the common stocks
in the Trust thus may be expected to fluctuate over the life of the Trust to
values higher or lower than those prevailing on the initial Date of Deposit.
Foreign Securities
The Trust may invest in certain foreign securities. Investment in
obligations of foreign issuers and in direct obligations of foreign nations
involves somewhat different investment risks from those affecting obligations of
United States domestic issuers. There may be limited publicly available
information with respect to foreign issuers and foreign issuers are not
generally subject to uniform accounting, auditing and financial standards and
requirements comparable to those applicable to domestic companies. Dividends and
interest paid by foreign issuers may be subject to withholding and other foreign
taxes, which may decrease the net return on foreign investments as compared to
dividends and interest paid to the Trust by domestic companies. Additional risks
include future political and economic developments, the possibility that a
foreign jurisdiction might impose or change withholding taxes on income payable
with respect to foreign
450048.1
B-5
<PAGE>
securities, the possible seizure, nationalization or expropriation of the
foreign issuer or foreign deposits and the possible adoption of foreign
governmental restrictions such as exchange controls.
Liquidity
The existence of a liquid trading market for Securities in the Trust
portfolio, may depend on whether dealers will make a market in these 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 is restricted under the
Investment Company Act of 1940 from selling Securities to the Sponsor. The price
at which the Securities may be sold to meet redemptions and the value of the
Units will be adversely affected if trading markets for the Securities are
limited or absent.
There is no assurance that any dividends will be declared or paid in the
future on the Securities. Current income is a secondary objective to the Trust's
primary objective of capital growth. Investors should be aware that there is no
assurance that the Trust's objectives will be achieved.
PUBLIC OFFERING
Offering Price
The Public Offering Price per 100 Units of the Trust is equal to the
aggregate value of the underlying Securities in the Trust divided by the number
of Units outstanding times 100 plus a sales charge of 3.5% of the Public
Offering Price per 100 Units (or 3.627% of the net amount invested in Securities
per 100 Units). During the life of the Trust, sales of at least 10,000 Units
will be entitled to a volume discount from the Public Offering Price as
described below. (See "Summary of Essential Information.") In addition, the net
amount invested in Securities will involve a proportionate share of amounts in
the Income Account and Principal Account, if any. The Public Offering Price can
vary on a daily basis from the amount stated on the cover of this Prospectus in
accordance with fluctuations in the market value of the Securities and the price
to be paid by each investor will be computed as of the day the Units are
purchased.
The aggregate value of the Securities is determined in good faith by the
Trustee on each "Business Day" as defined in the Indenture in the following
manner: if the Securities are listed on a national securities exchange or on the
NASDAQ National Market System, this evaluation is generally based on the closing
sale prices on that exchange as of the Evaluation Time (unless the Trustee deems
these prices inappropriate as a basis for valuation). If the Securities are not
so listed or, if so listed and the principal market therefor is other than on
the exchange, the evaluation generally shall be based on the closing purchase
price in the over-the-counter market (unless the Trustee deems these prices
inappropriate as a basis for evaluation) or if there is no such closing purchase
price, then the Trustee may utilize, at the Trust's expense, an independent
evaluation service or services to ascertain the values of the Securities. The
independent evaluation service shall use any of the following methods, or a
combination thereof, which it deems appropriate: (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 by such other appraisal deemed appropriate by
the Trustee or (c) by any combination of the above, each as of the Evaluation
Time.
450048.1
B-6
<PAGE>
Volume and Other Discounts
Units of the Trust are available at a volume discount from the Public
Offering Price during the life of the Trust. This volume discount will result in
a reduction of the sales charge applicable to such purchases. The amount of the
approximate reduced sales charge on the Public Offering Price applicable to such
purchases is as follows:
Percent of Public Percent of Net Amount
Number of Units Offering Price Invested
--------------- -------------- --------
Fewer than 10,000 3.50% 3.627%
10,000 but less than 25,000 3.00% 3.093%
25,000 but less than 50,000 2.50% 2.564%
50,000 but less than 100,000 2.00% 2.041%
100,000 or more 1.50% 1.523%
These discounts will apply to all purchases of Units by the same purchaser
during the initial public offering period. Units purchased by the same
purchasers in separate transactions during the initial public offering period
will be aggregated for purposes of determining if such purchaser is entitled to
a discount provided that such purchaser must own at least the required number of
Units at the time such determination is made. Units held in the name of the
spouse of the purchaser or in the name of a child of the purchaser under 21
years of age are deemed for the purposes hereof to be registered in the name of
the purchaser. The discount is also applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary account.
Unit holders of prior series of Glickenhaus Value Portfolios, The Equity
Collection (the "Prior Series") may, following the first anniversary of the date
of deposit of the particular Prior Series, exchange their units for Units of
this Trust at a reduced sales charge of 2.5%. Unit holders of Prior Series may
also invest their terminating distribution from a Prior Series in Units of this
Trust at a reduced sales charge of 2.5%. Employees (and their immediate
families) of Glickenhaus & Co. may, pursuant to employee benefit arrangements,
purchase Units of the Trust at a price equal to the then market value of the
underlying securities in the Trust, divided by the number of Units outstanding
at no sales charge. Employees (and their immediate families) of any member firm
of the National Association of Securities Dealers, Inc. ("NASD") may purchase
Units of the Trust at a price equal to the then market value of the underlying
securities in the Trust, divided by the number of Units outstanding plus a
reduced sales charge of 1.0% per Unit. Such arrangements result in less selling
effort and selling expenses than sales to employee groups of other companies.
Resales or transfers of Units purchased under the employee benefit arrangements
may only be made through the Sponsor's secondary market, so long as it is being
maintained.
Units may be purchased in the primary or secondary market at the Public
Offering Price (for purchases which do not qualify for a volume discount) less
the concession the Sponsor typically allows to brokers and dealers for purchases
(see "Public Offering--Distribution of Units") 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
450048.1
B-7
<PAGE>
planning, investment advisory or asset management service, 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 described above) and (4) officers and
directors of bank holding companies that make Units available directly or
through subsidiaries or bank affiliates. Notwithstanding anything to the
contrary in this Prospectus, such investors, bank trust departments, firm
employees and bank holding company officers and directors who purchase Units
through this program will not receive the volume discount.
Distribution of Units
The Underwriter of the Units of the Trust is Glickenhaus & Co. (see
"Underwriting" in Part A). It is the Underwriter's intention to qualify Units of
the Trust for sale in certain of the states and to effect a public distribution
of the Units through its own organization. In addition, Units will be sold to
dealers who are members of the NASD at prices which represent a concession equal
to 2.5% of the Public Offering Price per 100 Units (or 2.564% of the net amount
invested in Securities per 100 Units), subject to change from time to time by
the Sponsor. Individual sales by dealers that are subject to volume discounts
(see "Volume and Other Discounts" above), and therefore receive less than the
full sales charge, are subject to a dealer concession of 70% of the applicable
sales charge.
Sales will be made only with respect to whole Units, and the Sponsor
reserves the right to reject, in whole or in part, any order for the purchase of
Units.
The Sponsor may also from time to time pay in addition to the amounts
referenced above, an additional concession, in the form of cash or other
compensation, any dealer who sells, during a specific period, minimum dollar
amounts of the Units of the Trust. In no event will such additional concession
paid by the Sponsor to the dealer exceed the difference between the sales charge
and the selling dealer's allowance in respect of Units sold by the dealer. Such
Units then may be distributed to the public by the dealers at the Public
Offering Price then in effect.
The Underwriter, broker-dealers, banks and/or others are eligible to
participate in a program in which such firms receive from the Sponsor a nominal
award for each of their registered representatives who have sold a minimum
number of units of unit investment trusts created by the Sponsor during a
specified time period. In addition, at various times the Sponsor may implement
other programs under which the sales forces of the Underwriter, brokers,
dealers, banks and/or others may be eligible to win other nominal awards for
certain sales efforts, or under which the Sponsor will reallow to any such
Underwriter, brokers, dealers, banks and/or others that sponsor sales contests
or recognition programs conforming to criteria established by the Sponsor, or
participate in sales programs sponsored by the Sponsor, an amount not exceeding
the total applicable sales charges on the sales generated by such person at the
public offering price during such programs. Also, the Sponsor in its discretion
may from time to time pursuant to objective criteria established by the Sponsor
pay fees to qualify the Underwriter, brokers, dealers, banks and/or others for
certain services or activities which are primarily intended to result in sales
of Units of the Trust. Such payments are made by the Sponsor out of its own
assets and not out of the assets of the Trust. These programs will not change
the price Unit holders pay for their units or the amount that the Trust will
receive from the Units sold.
450048.1
B-8
<PAGE>
Sponsor's and Underwriter's Profits
As set forth under "Public Offering--Offering Price" in Part B, the
Underwriter will receive gross commissions equal to the specified percentages of
the Public Offering Price of the Units of the Trust. Additionally, the Sponsor
may realize a profit on the deposit of the Securities in the Trust representing
the difference between the cost of the Securities to the Sponsor and the cost of
the Securities to the Trust. (See "Portfolio.") The Sponsor or any selling
dealer may realize profits or sustain losses with respect to Securities
deposited in the Trust which were acquired from selling syndicates of which they
were a member.
The Sponsor may have participated as an underwriter or manager, co-manager
or member of underwriting syndicates from which some of the aggregate amount of
the Securities were acquired for the Trust in the amounts set forth in "The
Trust" in Part A.
During the initial offering period and thereafter to the extent additional
Units continue to be offered by means of this Prospectus, the Underwriter may
also realize profits or sustain losses as a result of fluctuations after the
initial Date of Deposit in the aggregate value of the Securities and hence in
the Public Offering Price received by the Sponsor, the Underwriter and the
selling dealers for the Units. Cash, if any, made available to the Sponsor prior
to settlement date for the purchase of Units may be used in the Sponsor's
business subject to the limitations of 17 CFR 240.15c3-3 under the Securities
Exchange Act of 1934 and may be of benefit to the Sponsor.
Both upon acquisition of Securities and termination of the Trust, the
Trustee may utilize the services of the Sponsor for the sale of all or a portion
of the Securities in the Trust. Any brokerage commissions received by the
Sponsor from the Trust in connection with such purchases and sales will be in
accordance with applicable law.
In maintaining a market for the Units (see "Sponsor Repurchase") the Sponsor
and the Underwriter will realize profits or sustain losses in the amount of any
difference between the price at which they buy Units and the price at which they
resell or redeem such Units and to the extent they earn sales charges on
resales.
RIGHTS OF UNIT HOLDERS
Certificates
Ownership of Units of the Trust is evidenced by registered Certificates
executed by the Trustee and the Sponsor. Certificates may be issued in
denominations of one hundred or more Units. Certificates are transferable by
presentation and surrender to the Trustee properly endorsed and/or accompanied
by a written instrument or instruments of transfer. Although no such charge is
presently made or contemplated, the Trustee may require a Unit holder to pay
$2.00 for each Certificate reissued or transferred and any governmental charge
that may be imposed in connection with each such transfer or interchange.
Mutilated, destroyed, stolen or lost Certificates will be replaced upon delivery
of satisfactory indemnity and payment of expenses incurred.
450048.1
B-9
<PAGE>
Distributions
Dividends received by the Trust are credited by the Trustee to an Income
Account for the Trust. Other receipts, including the proceeds of Securities
disposed of, are credited to a Principal Account for the Trust.
Distributions to each Unit holder from the Income Account are computed as of
the close of business on each Record Date for the following Distribution Date.
Distributions from the Principal Account of the Trust (other than amounts
representing failed contracts, as previously discussed) will be computed as of
each Record Date, and will be made to the Unit holders of the Trust on or
shortly after the Distribution Date. Proceeds representing principal received
from the disposition of any of the Securities between a Record Date and a
Distribution Date which are not used for redemptions of Units will be held in
the Principal Account and not distributed until the next Distribution Date.
Persons who purchase Units between a Record Date and a Distribution Date will
receive their first distribution on the Distribution Date following the first
Record Date on which they are a Unit Holder of record.
As of each month the Trustee will deduct from the Income Account of the
Trust, and, to the event funds are not sufficient therein, from the Principal
Account of the Trust, amounts necessary to pay the expenses of the Trust (as
determined on the basis set forth under "Trust Expenses and Charges"). The
Trustee also may withdraw from said accounts such amounts, if any, as it deems
necessary to establish a reserve for any applicable taxes or other governmental
charges that may be payable out of the Trust. Amounts so withdrawn shall not be
considered a part of such Trust's assets until such time as the Trustee shall
return all or any part of such amounts to the appropriate accounts. In addition,
the Trustee may withdraw from the Income and Principal Accounts such amounts as
may be necessary to cover redemptions of Units by the Trustee.
The dividend distribution per 100 Units cannot be estimated and will change
and may be reduced as Securities are redeemed, exchanged or sold, or as expenses
of the Trust fluctuate. No distribution need be made from the Principal Account
until the balance therein is an amount sufficient to distribute $1.00 per 100
Units.
Records
The Trustee shall furnish Unit holders in connection with each distribution
a statement of the amount of dividends, if any, and the amount of other
receipts, if any, which are being distributed, expressed in each case as a
dollar amount per 100 Units. Within a reasonable time after the end of each
calendar year the Trustee will furnish to each person who at any time during the
calendar year was a Unit holder of record, a statement showing (a) as to the
Income Account: dividends, interest and other cash amounts received, amounts
paid for purchases of Substitute Securities and redemptions of Units, if any,
deductions for applicable taxes and fees and expenses of the Trust, and the
balance remaining after such distributions and deductions, expressed both as a
total dollar amount and as a dollar amount representing the pro rata share of
each 100 Units outstanding on the last business day of such calendar year; (b)
as to the Principal Account: the dates of disposition of any Securities and the
net proceeds received therefrom, deductions for payments of applicable taxes and
fees and expenses of the Trust, amounts paid for purchases of Substitute
Securities and redemptions of Units, if any, and the balance remaining after
such distributions and deductions, expressed both as a total dollar amount and
as a dollar amount representing the pro rata share of each 100 Units outstanding
on the last business day of such calendar year; (c) a list of the Securities
held, a list of Securities purchased, sold or otherwise disposed of during the
calendar year and the number of Units outstanding on the last business day of
such calendar year; (d) the Redemption Price per 100 Units based upon the last
computation thereof made during such calendar year; and (e) amounts actually
distributed to Unit holders
450048.1
B-10
<PAGE>
during such calendar year from the Income and Principal Accounts, separately
stated, of the Trust, expressed both as total dollar amounts and as dollar
amounts representing the pro rata share of each 100 Units outstanding on the
last business day of such calendar year.
The Trustee shall keep available for inspection by Unit holders at all
reasonable times during usual business hours, books of record and account of its
transactions as Trustee, including records of the names and addresses of Unit
holders, Certificates issued or held, a current list of Securities in the
portfolio and a copy of the Trust Agreement.
Expenses and Charges
Initial Expenses
All or a portion of the expenses incurred in creating and establishing the
Trust, including the cost of the initial preparation and execution of the Trust
Agreement, the initial fees and expenses of the Trustee, legal expenses and
other actual out-of-pocket expenses, will be paid by the Trust and amortized
over the life of the Trust. All advertising and selling expenses, as well as any
organizational expenses not paid by the Trust, will be borne by the Sponsor at
no cost to the Trust.
Fees
The Sponsor will not charge the Trust a fee for its services as such. (See
"Sponsor's and Underwriters' Profits.")
The Sponsor will receive for portfolio supervisory services to the Trust an
Annual Fee in the amount set forth under "Summary of Essential Information" in
Part A. The Sponsor's fee may exceed the actual cost of providing portfolio
supervisory services for the Trust, but at no time will the total amount
received for portfolio supervisory services rendered to all series of the
Glickenhaus Value Portfolios in any calendar year exceed the aggregate cost to
the Sponsor of supplying such services in such year. (See "Portfolio
Supervision.")
The Trustee will receive, for its ordinary recurring services to the Trust,
an annual fee in the amount set forth under "Summary of Essential Information"
in Part A. For a discussion of the services performed by the Trustee pursuant to
its obligations under the Trust Agreement, see "Trust Administration" and
"Rights of Unit holders". The Trustee also receives benefits to the extent that
it holds funds on deposit in the various non-interest bearing accounts created
under the Indenture.
The Trustee's fees applicable to a Trust are payable monthly from the Income
Account of the Trust to the extent funds are available and then from the
Principal Account. Both fees may be increased without approval of the Unit
holders by amounts not exceeding proportionate increases in consumer prices for
services as measured by the United States Department of Labor's Consumer Price
Index entitled "All Services Less Rent." If the balances of the Principal and
Income Accounts are insufficient to provide for amounts payable by the Trust, or
amounts payable to the Trustee which are secured by its prior lien on the Trust,
the Trustee is permitted to sell Securities to pay such amounts.
450048.1
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<PAGE>
Other Charges
The following additional charges are or may be incurred by the Trust: all
expenses (including audit and counsel fees) of the Trustee incurred and advances
made in connection with its activities under the Trust Agreement, including
annual audit expenses of independent public accountants selected by the Sponsor
(so long as the Sponsor maintains a secondary market, the Sponsor will bear any
audit expense which exceeds 50 cents per 100 Units), the expenses and costs of
any action undertaken by the Trustee to protect the Trust and the rights and
interests of the Unit holders; fees of the Trustee for any extraordinary
services performed under the Trust Agreement; indemnification of the Trustee for
any loss or liability accruing to it without gross negligence, bad faith or
willful misconduct on its part, arising out of or in connection with its
acceptance or administration of the Trust; indemnification of the Sponsor for
any losses, liabilities and expenses incurred in acting as sponsors of the Trust
without gross negligence, bad faith or willful misconduct on its part; and all
taxes and other governmental charges imposed upon the Securities or any part of
the Trust (no such taxes or charges are being levied, made or, to the knowledge
of the Sponsor, contemplated). The above expenses, including the Trustee's fees,
when paid by or owing to the Trustee are secured by a first lien on the Trust to
which such expenses are charged. In addition, the Trustee is empowered to sell
the Securities in order to make funds available to pay all expenses.
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, as amended (the "Code"). Unit holders 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 rendering the opinion set forth below, Battle Fowler LLP has examined the
Agreement, the final form of Prospectus dated the date hereof (the "Prospectus")
and the documents referred to therein, among others, and has relied on the
validity of said documents and the accuracy and completeness of the facts set
forth therein.
In the opinion of Battle Fowler LLP, special counsel for the Sponsor, under
existing law:
1. The Trust will be classified as a grantor trust for Federal
income tax purposes and not as a partnership or association taxable as a
corporation. Classification of the Trust as a grantor trust will cause the
Trust not to be subject to Federal income tax, and will cause the Unit
holders of the Trust to be treated for Federal income tax purposes as the
owners of a pro rata portion of the assets of the Trust. All income received
by the Trust will be treated as income of the Unit holders in the manner set
forth below.
2. The Trust is not subject to the New York Franchise Tax on
Business Corporations or the New York City General Corporation Tax. For a
Unit holder who is a New York resident, however, a pro rata portion of all
or part of the income of the Trust will be treated as the income of the Unit
holder under the income tax laws of the State and City of New York. Similar
treatment may apply in other states.
450048.1
B-12
<PAGE>
3. During the 90-day period subsequent to the initial issuance
date, the Sponsor reserves the right to deposit additional Securities that
are substantially similar to those establishing the Trust. This retained
right falls within the guidelines promulgated by the Internal Revenue
Service ("IRS") and should not affect the taxable status of the Trust.
A taxable event will generally occur with respect to each Unit holder when
the Trust disposes of a Security (whether by sale, exchange or redemption) or
upon the sale, exchange or redemption of Units by such Unit holder. The price a
Unit holder pays for his Units, 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 date the Unit holder purchases his Units) in order
to determine his initial cost for his pro rata portion of each Security held by
the Trust.
For Federal income tax purposes, a Unit holder's pro rata portion of
dividends paid with respect to a Security held by a Trust are taxable as
ordinary income to the extent of such corporation's current and accumulated
"earnings and profits" as defined by Section 316 of the Code. A Unit holder's
pro rata portion of dividends paid on such Security that exceed such current and
accumulated earnings and profits will first reduce a Unit holder's tax basis in
such Security, and to the extent that such dividends exceed a Unit holder's tax
basis in such Security will generally be treated as capital gain.
A Unit holder's portion of gain, if any, upon the sale, exchange or
redemption of Units or the disposition of Securities held by the Trust will
generally be considered a capital gain and will be long-term if the Unit holder
has held his Units for more than one year. Long-term capital gains are generally
taxed at the same rates applicable to ordinary income, although individuals who
realize long-term capital gains may be subject to a reduced tax rate on such
gains, rather than the "regular" maximum tax rate of 39.6%. Tax rates may
increase prior to the time when Unit holders may realize gains from the sale,
exchange or redemption of Units or Securities.
A Unit holder'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 and will be long-term if the Unit holder has held his
Units for more than one year. Capital losses are deductible to the extent of
capital gains; in addition, up to $3,000 of capital losses of non-corporate Unit
holders may be deducted against ordinary income.
Under Section 67 of the Code and the accompanying Regulations, a Unit holder
who itemizes his deductions may also deduct his pro rata share of the fees and
expenses of the Trust, but only to the extent that such amounts, together with
the Unit holder's other miscellaneous deductions, exceed 2% of his adjusted
gross income. The deduction of fees and expenses may also be limited by Section
68 of the Code, which reduces the amount of itemized deductions that are allowed
for individuals with incomes in excess of certain thresholds.
After the end of each calendar year, the Trustee will furnish to each Unit
holder an annual 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, and the fees and expenses paid by
the Trust. The Trustee will also furnish annual information returns to each Unit
holder and to the Internal Revenue Service.
A corporation that owns Units will generally be entitled to a 70% dividends
received deduction with respect to such Unit holder's pro rata portion of
dividends received by the Trust from a domestic corporation under Section 243 of
the Code or from a qualifying foreign corporation under Section 245 of the Code
(to the extent the dividends are taxable as ordinary income, as discussed above)
in the same manner as if such corporation directly owned the Securities paying
such
450048.1
B-13
<PAGE>
dividends. However, a corporation owning Units should be aware that Sections 246
and 246A of the Code impose additional limitations on the eligibility of
dividends for the 70% dividends received deduction. These limitations include a
requirement that stock (and therefore Units) must generally be held at least 46
days (as determined under Section 246(c) of the Code). Moreover, the allowable
percentage of the deduction will be reduced from 70% if a corporate Unit holder
owns certain stock (or Units) the financing of which is directly attributable to
indebtedness incurred by such corporation. Accordingly, Unit holders should
consult their tax adviser in this regard.
As discussed in the section "Termination", each Unit holder may have three
options in receiving their termination distributions, which are (i) to receive
their pro rata share of the underlying Securities in kind, (ii) to receive cash
upon liquidation of their pro rata share of the underlying Securities, or (iii)
to invest the amount of cash they would receive upon the liquidation of their
pro rata share of the underlying Securities in units of a future series of the
Trust (if one is offered).
There are special tax consequences should a Unit holder choose option (i),
the exchange of the Unit holder's Units for a pro rata portion of each of the
Securities held by the Trust. Treasury Regulations provide that gain or loss is
recognized when there is a conversion of property into property that is
materially different in kind or extent. In this instance, the Unit holder may be
considered the owner of an undivided interest in all of the Trust's assets. By
accepting the proportionate number of Securities of the Trust, in partial
exchange for his Unit, the Unit holder should be treated as merely exchanging
his undivided pro rata ownership of Securities held by the Trust into sole
ownership of a proportionate share of Securities. As such, there should be no
material difference in the Unit holder's ownership, and therefore the
transaction should be tax free to the extent the Securities are received.
Alternatively, the transaction may be treated as an exchange that would qualify
for nonrecognition treatment to the extent the Unit holder is exchanging his
undivided interest in all of the Trust's Securities for his proportionate number
of shares of the underlying Securities. In either instance, the transaction
should result in a non-taxable event for the Unit holder to the extent
Securities are received. However, there is no specific authority addressing the
income tax consequences of an in kind distribution from a grantor trust, and
investors are urged to consult their tax advisers in this regard.
Entities that generally qualify for an exemption from Federal income tax,
such as many pension trusts, are nevertheless taxed under Section 511 of the
Code on "unrelated business taxable income." Unrelated business taxable income
is income from a trade or business regularly carried on by the tax-exempt entity
that is unrelated to the entity's exempt purpose. Unrelated business taxable
income generally does not include dividend or interest income or gain from the
sale of investment property, unless such income is derived from property that is
debt-financed or is dealer property. A tax-exempt entity's dividend income from
the Trust and gain from the sale of Units in the Trust or the Trust's sale of
Securities is not expected to constitute unrelated business taxable income to
such tax-exempt entity unless the acquisition of the Unit itself is
debt-financed or constitutes dealer property in the hands of the tax-exempt
entity.
Prospective tax-exempt investors are urged to consult their own tax advisers
prior to investing in the Trust.
450048.1
B-14
<PAGE>
Retirement Plans
This Trust may be well suited for purchase by Individual Retirement Accounts
("IRAs"), Keogh plans, pension funds, SIMPLE Plans and other qualified
retirement plans, certain of which are briefly described below. Generally,
capital gains and income received in each of the foregoing plans are exempt from
current Federal taxation. All distributions from such plans are generally
treated as ordinary income but may, in some cases, be eligible for special 5 or
10 year averaging or tax-deferred rollover treatment. Five year averaging will
not apply to distributions after December 31, 1999. Ten year averaging has been
preserved in very limited circumstances. Unit holders in IRAs, Keogh plans,
SIMPLE Plans and other tax-deferred retirement plans should consult their plan
custodian as to the appropriate disposition of distributions. Investors
considering participation in any of these plans should review specific tax laws
related thereto and should consult their attorneys or tax advisers with respect
to the establishment and maintenance such plan. Such plans are offered by
brokerage firms, including the Sponsor of the Trust, and other financial
institutions. Fees and charges with respect to such plans may vary.
Before investing in the Trust, the trustee or investment manager of an
employee benefit plan (e.g., a pension or profit sharing retirement plan) should
consider among other things (a) whether the investment is prudent under the
Employee Retirement Income Security Act of 1974 ("ERISA"), taking into account
the needs of the plan and all of the facts and circumstances of the investment
in the Trust; (b) whether the investment satisfies the diversification
requirement of Section 404(a)(1)(C) of ERISA; and (c) whether the assets of the
Trust are deemed "plan assets" under ERISA and the Department of Labor
regulations regarding the definition of "plan assets."
Retirement Plans for the Self-Employed--Keogh Plans. Units of the Trust may
be purchased by retirement plans established for self-employed individuals,
partnerships or unincorporated companies ("Keogh plans"). Qualified individuals
may generally make annual tax-deductible contributions up to the lesser of 25%
of annual compensation or $30,000 to Keogh plans. The assets of the plan must be
held in a qualified trust or other arrangement which meets the requirements of
the Code. Generally, there are penalties for premature distributions from a plan
before attainment of age 59 1/2, except in the case of a participant's death or
disability and certain other circumstances. Keogh plan participants may also
establish separate IRAs (see below) to which they may contribute up to an
additional $2,000 per year.
Individual Retirement Account--IRA. Any individual (including one covered by
an employer retirement plan) can establish an IRA or make use of a qualified IRA
arrangement set up by an employer or union for the purchase of Units of the
Trust. Any individual can make a cash contribution to an IRA equal to the lesser
of $2,000 or 100% of earned income. A non-working spouse may also establish an
IRA and contribute up to $2,000 in cash provided the combined income of both
spouses is at least equal to the amount contributed by both spouses to IRAs.
However, the deductible amount an individual may contribute will be reduced if
the individual or the individual's spouse (in the case of a married individual)
participates in a qualified retirement plan and the individual's adjusted gross
income exceeds $25,000 (in the case of a single individual) or $40,000 (in the
case of married individuals filing a joint return). Special rules apply in the
case of married individuals living together who file separate returns.
Generally, there are penalties for premature distributions from an IRA before
the attainment of age 59 1/2, except in the case of the participant's death or
disability and certain other circumstances.
SIMPLE Plans. Certain employers that employ not more than 100 employees may
establish a savings incentive match plan (a "SIMPLE Plan"). Participants in a
SIMPLE Plan are permitted to contribute up to $6,000 to the Plan on a pre-tax
450048.1
B-15
<PAGE>
basis and the employer makes either matching contributions not in excess of 3
percent of compensation or non-elective contributions equal to 2 percent of
compensation. SIMPLE Plans are subject to distribution rules similar to IRAs,
except there is a 25 percent early withdrawal penalty for withdrawals made
during the first 2 years of participation. Units of the Trust may be purchased
by SIMPLE Plans.
Corporate Pension and Profit-Sharing Plans. A pension or profit-sharing plan
for employees of a corporation may purchase Units of the Trust.
LIQUIDITY
Sponsor Repurchase
The Sponsor, although not obligated to do so, intends to maintain a
secondary market for the Units and continuously to offer to repurchase the
Units. The Sponsor's secondary market repurchase price will be based on the
aggregate value of the Securities in the Trust portfolio and will be the same as
the redemption price. The aggregate value of the Securities will be determined
by the Trustee on a daily basis and computed on the basis set forth under
"Trustee Redemption." The Sponsor does not guarantee the enforceability,
marketability or price of any Securities in the Portfolio or of the Units. Unit
holders who wish to dispose of their Units should inquire of the Sponsor as to
current market prices prior to making a tender for redemption. The Sponsor may
discontinue repurchase of Units if the supply of Units exceeds demand, or for
other business reasons. The date of repurchase is deemed to be the date on which
Certificates representing Units are physically received in proper form, i.e.,
properly endorsed, by Glickenhaus & Co., 6 East 43rd Street, New York, New York
10017. Units received after 4:00 p.m., New York Time, will be deemed to have
been repurchased on the next business day. In the event a market is not
maintained for the Units, a Unit holder may be able to dispose of Units only by
tendering them to the Trustee for redemption.
Units purchased by the Sponsor in the secondary market may be reoffered for
sale by the Sponsor at a price based on the aggregate value of the Securities in
the Trust plus a maximum sales charge of 3.5% (or 3.627% of the net amount
invested) plus a pro rata portion of amounts, if any, in the Income Account. Any
Units that are purchased by the Sponsor in the secondary market also may be
redeemed by the Sponsor if it determines such redemption to be in its best
interest.
The Sponsor may, under certain circumstances, as a service to Unit holders,
elect to purchase any Units tendered to the Trustee for redemption (see "Trustee
Redemption"). Factors which the Sponsor will consider in making a determination
will include the number of Units of all Trusts which it has in inventory, its
estimate of the salability and the time required to sell such Units and general
market conditions. For example, if in order to meet redemptions of Units the
Trustee must dispose of Securities, and if such disposition cannot be made by
the redemption date (seven calendar days after tender), the Sponsor may elect to
purchase such Units. Such purchase shall be made by payment to the Unit holder
not later than the close of business on the redemption date of an amount equal
to the Redemption Price on the date of tender.
450048.1
B-16
<PAGE>
Trustee Redemption
Units may also be tendered to the Trustee for redemption at its corporate
trust office at 101 Barclay Street, New York, New York 10286, upon proper
delivery of Certificates representing such Units and payment of any relevant
tax. At the present time there are no specific taxes related to the redemption
of Units. No redemption fee will be charged by the Sponsor or the Trustee. Units
redeemed by the Trustee will be canceled.
Certificates representing Units to be redeemed must be delivered to the
Trustee and must be properly endorsed or accompanied by proper instruments of
transfer with signature guaranteed (or by providing satisfactory indemnity, as
in the case of lost, stolen or mutilated Certificates). Thus, redemptions of
Units cannot be effected until Certificates representing such Units have been
delivered by the person seeking redemption. (See "Certificates.") Unit holders
must sign exactly as their names appear on the faces of their Certificates. 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.
Within seven calendar days following a tender for redemption, or, if such
seventh day is not a business day, on the first business day prior thereto, the
Unit holder will be entitled to receive an amount for each Unit tendered equal
to the Redemption Price per Unit computed as of the Evaluation Time set forth
under "Summary of Essential Information" in Part A on the date of tender. The
"date of tender" is deemed to be the date on which Units are received by the
Trustee, except that with respect to Units received after the close of trading
on the New York Stock Exchange (4:00 p.m. Eastern Time), the date of tender is
the next day on which such Exchange is open for trading, and such Units will be
deemed to have been tendered to the Trustee on such day for redemption at the
Redemption Price computed on that day.
A Unit holder will receive his redemption proceeds in cash and amounts paid
on redemption shall be withdrawn from the Income Account, or, if the balance
therein is insufficient, from the Principal Account. All other amounts paid on
redemption shall be withdrawn from the Principal Account. The Trustee is
empowered to sell Securities in order to make funds available for redemptions.
Such sales, if required, could result in a sale of Securities by the Trustee at
a loss. To the extent Securities are sold, the size and diversity of the Trust
will be reduced. The Securities to be sold will be selected by the Trustee in
order to maintain, to the extent practicable, the proportionate relationship
among the number of shares of each Stock. Provision is made in the Indenture
under which the Sponsor may, but need not, specify minimum amounts in which
blocks of Securities are to be sold in order to obtain the best price for the
Fund. While these minimum amounts may vary from time to time in accordance with
market conditions, the Sponsor believes that the minimum amounts which would be
specified would be approximately 100 shares for readily marketable Securities.
The Redemption Price per Unit is the pro rata share of the Unit in the Trust
determined by the Trustee on the basis of (i) the cash on hand in the Trust or
moneys in the process of being collected, (ii) the value of the Securities in
the Trust as determined by the Trustee, less (a) amounts representing taxes or
other governmental charges payable out of the Trust, (b) the accrued expenses of
the Trust and (c) cash allocated for the distribution to Unit holders of record
as of the business day prior to the evaluation being made. The Trustee may
determine the value of the Securities in the Trust in the following manner: if
the Securities are listed on a national securities exchange or the NASDAQ
national market system, this evaluation is generally based on the closing sale
prices on that exchange or that system (unless the Trustee deems these prices
inappropriate as a basis for valuation). If the Securities are not so listed or,
if so listed and the principal market therefor is other than on the exchange,
the evaluation shall generally be based on the closing purchase price in the
over-the-counter market (unless the Trustee deems these prices inappropriate as
a basis for evaluation) or if there is
450048.1
B-17
<PAGE>
no such closing purchase price, then the Trustee may utilize, at the Trust's
expense, an independent evaluation service or services to ascertain the values
of the Securities. The independent evaluation service shall use any of the
following methods, or a combination thereof, which it deems appropriate: (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.
Units will be redeemed by the Trustee solely in cash for any Unit holder
tendering less than 2,500 Units. With respect to redemption requests of at least
2,500 Units, the Sponsor may determine, in its discretion, to direct the Trustee
to redeem Units "in kind" even if the Sponsor is then maintaining a secondary
market in Units of the Trust. Unit holders redeeming "in kind" will receive an
amount and value of Securities per Unit equal to the Redemption Price per Unit
determined as of the Evaluation Time next following the date of tender. The
distribution "in kind" for redemption of Units will be made by the Trustee for
the account of, and for disposition in accordance with the instructions of, the
tendering Unit holder. The tendering Unit holder will be entitled to receive
whole shares of each of the underlying Securities, plus cash equal to the Unit
holder's pro rata share of the cash balance of the Income and Principal Accounts
and cash from the Principal Account equal to the fractional shares to which such
tendering Unit holder is entitled. The Trustee in connection with implementing
the redemption "in kind" procedures described above, may make any adjustments
necessary to reflect differences between the Redemption Price of Units and the
value of the Securities distributed "in kind" as of the date of tender. If the
Principal Account does not contain amounts sufficient to cover the required cash
distribution to the tendering Unit holder, the Trustee is empowered to sell
Securities in the manner discussed below. A Unit holder receiving redemption
distributions of Securities "in kind" generally will incur brokerage costs and
odd-lot charges in converting Securities so received into cash. The Trustee will
assess transfer charges to Unit holders taking Securities "in kind" according to
its usual practice.
Any amounts paid on redemption representing income received will be
withdrawn from the Income Account to the extent funds are available. In
addition, in implementing the redemption procedures described above, the Trustee
shall make any adjustments necessary to reflect differences between the
Redemption Price of the Units and the value of the "in kind" distribution as of
the date of tender. To the extent that Securities are distributed in kind, the
size of the Trust will be reduced.
The Trustee reserves the right to suspend the right of redemption and to
postpone the date of payment of the Redemption Price per Unit for any period
during which the New York Stock Exchange is closed, other than customary weekend
and holiday closings, or trading on that Exchange is restricted or during which
(as determined by the Securities and Exchange Commission) an 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. The Trustee and the Sponsor are not liable to any person or
in any way for any loss or damage which may result from any such suspension or
postponement.
A Unit holder who wishes to dispose of his Units should inquire of his bank
or broker in order to determine if there is a current secondary market price in
excess of the Redemption Price. There can be no assurance, however, that such a
market will exist.
450048.1
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<PAGE>
EXCHANGE OPTION
Commencing June 12, 1998, Unit holders of the Trust may exchange their Units
for units of certain available series of Glickenhaus Value Portfolios, The
Equity Collection (the "Exchange Trusts") subject only to a reduced sales charge
of 2.5%.
To make an exchange, prospective participants should contact their financial
professional to find out what suitable Exchange Trusts are available and to
obtain a prospectus. Unit holders may acquire units of only those Exchange
Trusts in which the Sponsor is maintaining a market and which are lawfully for
sale in the state where they reside. Except for the reduced sales charge, an
exchange is a taxable event normally requiring recognition of any gain or loss
on the units exchanged. The IRS, however, may seek to disallow a loss to the
extent the portfolio of the units acquired is not materially different from the
portfolio of the units exchanged; prospective participants in the exchange
option should consult their tax advisor. If the proceeds of units exchanged are
insufficient to acquire a whole number of Exchange Trust units, participants may
pay the difference in cash (not exceeding the price of a single unit acquired).
As the Sponsor is not obligated to maintain a secondary market in any
series, there can be no assurance that units of a desired series will be
available for exchange. This exchange option may be amended or terminated at any
time without notice.
TRUST ADMINISTRATION
Portfolio Supervision
The Trust is a unit investment trust and is not a managed fund. Traditional
methods of investment management for a managed fund typically involve frequent
changes in a portfolio of securities on the basis of economic, financial and
market analyses. The Portfolio of the Trust, however, will not be managed and
therefore the adverse financial condition of an issuer will not necessarily
require the sale of its Securities from the Portfolio. The Sponsor, however, may
direct the disposition of Securities upon the occurrence of certain events,
including:
1. default in payment of amounts due on any of the Securities;
2. institution of certain legal proceedings;
3. default under certain documents materially and adversely affecting future
declaration or payment of amounts due or expected; or
4. decline in price as a direct result of serious adverse credit factors
affecting the issuer of a Security which, in the opinion of the Sponsor,
would make the retention of the Security detrimental to the Trust or the
Unit holders.
Upon receipt of such direction from the Sponsor, the Trustee shall proceed to
sell the specified Security in accordance with such direction. Such proceeds
shall be distributed to Unit holders in accordance with the provisions set forth
under "Rights of Unit Holders - Distributions."
450048.1
B-19
<PAGE>
If a default in the payment of amounts due on any Security occurs and if the
Sponsor fails to give immediate instructions to sell or hold that Security, the
Trust Agreement provides that the Trustee, within 30 days of that failure by the
Sponsor, may sell the Security.
The Trust Agreement provides that it is the responsibility of the Sponsor to
instruct the Trustee to reject any offer made by an issuer of any of the
Securities to issue new securities in exchange and substitution for any Security
pursuant to a recapitalization or reorganization, except that the Sponsor may
instruct the Trustee to accept such an offer or to take any other action with
respect thereto as the Sponsor may deem proper if the issuer failed to declare
or pay, amounts owed with respect thereto.
The Trust Agreement also authorizes the Sponsor to increase the size and
number of Units of the Trust by the deposit of Additional Securities, contracts
to purchase Additional Securities or cash or a letter of credit with
instructions to purchase Additional Securities in exchange for the corresponding
number of additional Units within 90 days subsequent to the initial Date of
Deposit, provided that the original proportionate relationship among the number
of shares of each Security established on the Initial Date of Deposit is
maintained to the extent practicable. Deposits of Additional Securities in the
Trust subsequent to the 90-day period following the initial Date of Deposit must
replicate exactly the proportionate relationship among the shares of each
Security in the Trust portfolio at the end of the initial 90-day period.
With respect to deposits of Additional Securities (or cash or a letter of
credit with instructions to purchase Additional Securities), in connection with
creating additional Units of the Trust, the Sponsor may specify the minimum
numbers in which Additional Securities will be deposited or purchased. If a
deposit is not sufficient to acquire minimum amounts of each Security,
Additional Securities may be acquired in the order of the Security most
under-represented immediately before the deposit when compared to the original
proportionate relationship. If Securities of an issue originally deposited are
unavailable at the time of the subsequent deposit, the Sponsor may (1) deposit
cash or a letter of credit with instructions to purchase the Security when it
becomes available, or (2) deposit (or instruct the Trustee to purchase) either
Securities of one or more other issues originally deposited or a Substitute
Security.
Trust Agreement and Amendment
The Trust Agreement may be amended by the Trustee and the Sponsor without
the consent of any of the Unit holders: (1) to cure any ambiguity or to correct
or supplement any provision which may be defective or inconsistent; (2) to
change any provision thereof as may be required by the Securities and Exchange
Commission or any successor governmental agency; or (3) to make such other
provisions in regard to matters arising thereunder as shall not adversely affect
the interests of the Unit holders.
The Trust Agreement may also be amended in any respect, or performance of
any of the provisions thereof may be waived, with the consent of the holders of
Certificates evidencing 662/3% of the Units then outstanding for the purpose of
modifying the rights of Unit holders; provided that no such amendment or waiver
shall reduce any Unit holder's interest in the Trust without his consent or
reduce the percentage of Units required to consent to any such amendment or
waiver without the consent of the holders of all Certificates. The Trust
Agreement may not be amended, without the consent of the holders of all
Certificates in the Trust then outstanding, to increase the number of Units
issuable or to permit the acquisition of any Securities in addition to or in
substitution for those initially deposited in such Trust, except in accordance
with the provisions of the Trust Agreement. The Trustee shall promptly notify
Unit holders, in writing, of the substance of any such amendment.
450048.1
B-20
<PAGE>
Trust Termination
The Trust Agreement provides that the Trust shall terminate upon the
maturity, redemption or other disposition, as the case may be, of the last of
the Securities held in such Trust but in no event is it to continue beyond the
Mandatory Termination Date. If the value of the Trust shall be less than the
minimum amount set forth under "Summary of Essential Information" in Part A, the
Trustee may, in its discretion, and shall, when so directed by the Sponsor,
terminate the Trust. The Trust may also be terminated at any time with the
consent of the holders of 100% of the Units then outstanding. The Trustee may
utilize the services of the Sponsor for the sale of all or a portion of the
Securities in the Trust. Any brokerage commissions received by the Sponsor from
the Trust in connection with such sales will be in accordance with applicable
law. In the event of termination, written notice thereof will be sent by the
Trustee to all Unit holders. Such notice will provide Unit holders with three
options by which to receive their pro rata share of the net asset value of the
Trust.
1. A Unit holder who owns at least 2,500 Units and who so
elects by notifying the Trustee prior to the commencement of the Liquidation
Period by returning a properly completed election request (to be supplied to
Unit holders at least 20 days prior to such date) (see "Summary of Essential
Information" in Part A for the date of the commencement of the Liquidation
Period) and whose interest in the Trust entitles him to receive at least one
share of each underlying Security will have his Units redeemed on
commencement of the Liquidation Period by distribution of the Unit holder's
pro rata share of the net asset value of the Trust on such date distributed
in kind to the extent represented by whole shares of underlying Securities
and the balance in cash within three business days next following the
commencement of the Liquidation Period. Unit holders subsequently selling
such distributed Securities will incur brokerage costs when disposing of
such Securities.
A Unit holder may also elect prior to the Mandatory
Termination Date by so specifying in a properly completed election request,
the following two options with regard to the termination distribution of
such Unit holder's interest in the Trust as set forth below:
2. to receive in cash such Unit holder's pro rata share of the
net asset value of the Trust derived from the sale by the Sponsor as the
agent of the Trustee of the underlying Securities over a period not to
exceed 30 days immediately following the commencement of the Liquidation
Period. The Unit holder's Redemption Price per Unit on the settlement date
of the last trade of a Security in the Trust will be distributed to such
Unit holder within three business days of the settlement of the trade of the
last Security to be sold; and/or
3. to invest such Unit holder's pro rata share of the net
asset value of the Trust derived from the sale by the Sponsor as agent of
the Trustee of the underlying Securities over a period not to exceed 30 days
immediately following the commencement of the Liquidation Period, in units
of any available series of Glickenhaus Value Portfolios, The Equity
Collection (the "New Series"). The Units of a New Series will be purchased
by the Unit holder within three business days of the settlement of the trade
for the last Security to be sold. Such purchaser may be entitled to a
reduced sales load of 2.5% upon the purchase of units of the New Series. It
is expected that the terms of the New Series will be substantially the same
as the terms of the Trust described in this Prospectus, and that similar
options with respect to the termination of such New Series will be
available. The availability of this option will be dependent on the Units of
the New Series being qualified for sale in the state in which the Unit
holder resides. The availability of this option does not constitute a
solicitation of an offer to purchase Units of a New Series or any other
450048.1
B-21
<PAGE>
security. A Unit holder's election to participate in this option will be
treated as an indication of interest only. At any time prior to the purchase
by the Unit holder of units of a New Series such Unit holder may change his
investment strategy and receive, in cash, the proceeds of the sale of the
Securities.
The Sponsor has agreed to effect the sales of underlying securities for the
Trustee in the case of the second and third options over a period not to exceed
30 days immediately following the commencement of the Liquidation Period. The
Sponsor, on behalf of the Trustee, will sell, unless prevented by unusual and
unforeseen circumstances, such as, among other reasons, a suspension in trading
of a Security, the close of a stock exchange, outbreak of hostilities and
collapse of the economy, on each business day during the 30 day period at least
a number of shares of each Security which then remains in the portfolio (based
on the number of shares of each issue in the portfolio) multiplied by a fraction
the numerator of which is one and the denominator of which is the number of days
remaining in the 30 day sales period. The Redemption Price Per Unit upon the
settlement of the last sale of Securities during the 30 day period will be
distributed to Unit holders in redemption of such Unit holders' interest in the
Trust.
Depending on the amount of proceeds to be invested in Units of the New
Series and the amount of other orders for Units in the New Series, the Sponsor
may purchase a large amount of securities for the New Series in a short period
of time. The Sponsor's buying of securities may tend to raise the market prices
of these securities. The actual market impact of the Sponsor's purchases,
however, is currently unpredictable because the actual amount of securities to
be purchased and the supply and price of those securities is unknown. A similar
problem may occur in connection with the sale of Securities during the 30 day
period immediately following the commencement of the Liquidation Period;
depending on the number of sales required, the prices of and demand for
Securities, such sales may tend to depress the market prices and thus reduce the
proceeds of such sales. The Sponsor believes that the sale of underlying
Securities over a 30 day period as described above is in the best interest of a
Unit holder and may mitigate the negative market price consequences stemming
from the trading of large amounts of Securities. The Securities may be sold in
fewer than 30 days if, in the Sponsor's judgment, such sales are in the best
interest of Unit holders. The Sponsor, in implementing such sales of securities
on behalf of the Trustee, will seek to maximize the sales proceeds and will act
in the best interests of the Unit holders. There can be no assurance, however,
that any adverse price consequences of heavy trading will be mitigated.
Unit holders who do not make any election will be deemed to have elected to
receive the Redemption Price per Unit in cash (option number 2).
It should also be noted that Unit holders will realize taxable capital gains
or losses on the liquidation of the Securities representing their Units for cash
or a New Series, but, due to the procedures for investing in the New Series, no
cash would be distributed at that time to pay any taxes.
The Sponsor may for any reason, in its sole discretion, decide not to
sponsor any subsequent series of the Trust, without penalty or incurring
liability to any Unit holder. If the Sponsor so decides, the Sponsor will notify
the Trustee of that decision, and the Trustee will notify the Unit holders
before the Termination Date. All Unit holders will then elect either option 1
(if they own at least 2,500 Units) or option 2.
By electing to reinvest in the New Series, the Unit holder indicates his
interest in having his terminating distribution from the Trust invested only in
the New Series created following termination of the Trust; the Sponsor expects,
however, that a similar reinvestment program will be offered with respect to all
subsequent series of the Trust, thus giving Unit
450048.1
B-22
<PAGE>
holders an opportunity to elect to "rollover" their terminating distributions
into a New Series. The availability of the reinvestment privilege does not
constitute a solicitation of offers to purchase units of a New Series or any
other security. A Unit holder's election to participate in the reinvestment
program will be treated as an indication of interest only. The Sponsor intends
to coordinate the date of deposit of a future series so that the terminating
trust will terminate contemporaneously with the creating of a New Series.
The Sponsor reserves the right to modify, suspend or terminate the
reinvestment privilege at any time.
The Sponsor
The Sponsor, Glickenhaus & Co., a New York limited partnership, is engaged
in the underwriting and securities brokerage business, and in the investment
advisory business. It is a member of the New York Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. and is an associate member of
the American Stock Exchange. Glickenhaus & Co. acts as a sponsor for successive
Series of both the Municipal Insured National Trusts and the Empire State
Municipal Exempt Trusts and as investment advisor for the Empire Builder Tax
Free Bond Fund. Glickenhaus & Co., in addition to participating as a member of
various selling groups of other investment companies, executes orders on behalf
of investment companies for the purchase and sale of securities of such
companies and sells securities to such companies in its capacity as a broker or
dealer in securities.
Limitations on Liability
The Sponsor will be under no liability to Unit holders for taking any
action, or refraining from taking any action, in good faith pursuant to the
Trust Agreement, or for errors in judgment except in cases of its own willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties.
Resignation
The Sponsor may resign at any time by delivering to the Trustee an
instrument of resignation executed by the Sponsor.
If at any time the Sponsor shall resign or fail to perform any of its duties
under the Trust Agreement or becomes incapable of acting or becomes bankrupt or
its affairs are taken over by public authorities, then the Trustee may either
(a) appoint a successor Sponsor; (b) terminate the Trust Agreement and liquidate
the Trust; or (c) continue to act as Trustee without terminating the Trust
Agreement. Any successor Sponsor appointed by the Trustee shall be satisfactory
to the Trustee and, at the time of appointment, shall have a net worth of at
least $1,000,000.
Financial Information
At September 30, 1996, the total partners' capital of the Sponsor was
$144,057,869 (audited).
The foregoing information with regard to the Sponsor relates to the Sponsor
only, and not to any series of Glickenhaus Value Portfolios, Equity Collection.
Such information is included in this Prospectus only for the purpose of
informing investors as to the financial responsibility of the Sponsor and their
ability to carry out their contractual obligations shown herein. More
comprehensive financial information can be obtained upon request from the
Sponsor.
450048.1
B-23
<PAGE>
The Trustee
The Trustee is The Bank of New York, a trust company organized under the
laws of New York, having its offices at 101 Barclay Street, New York, New York
10286 (800) 431-8001. The Bank of New York is subject to supervision and
examination by the Superintendent of Banks of the State of New York and the
Board of Governors of the Federal Reserve System, and its deposits are insured
by the Federal Deposit Insurance Corporation to the extent permitted by law. The
duties of the Trustee are primarily ministerial in nature. The Trustee did not
participate in the selection of Securities for the Trust.
Limitations on Liability
The Trustee shall not be liable or responsible in any way for taking any
action, or for refraining from taking any action, in good faith pursuant to the
Trust Agreement, or for errors in judgment; or for any disposition of any
moneys, Securities or Certificates in accordance with the Trust Agreement,
except in cases of its own willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties; provided, however, that the
Trustee shall not in any event be liable or responsible for any evaluation made
by any independent evaluation service employed by it. In addition, the Trustee
shall not be liable for any taxes or other governmental charges imposed upon or
in respect of the Securities or the Trust which it may be required to pay under
current or future law of the United States or any other taxing authority having
jurisdiction. The Trustee shall not be liable for depreciation or loss incurred
by reason of the sale by the Trustee of any of the Securities pursuant to the
Trust Agreement.
Responsibility
For further information relating to the responsibilities of the Trustee
under the Trust Agreement, reference is made to the material set forth under
"Rights of Unit Holders."
Resignation
The Trustee may resign by executing an instrument in writing and filing the
same with the Sponsor, and mailing a copy of a notice of resignation to all Unit
holders. In such an event the Sponsor is obligated to appoint a successor
Trustee as soon as possible. In addition, if the Trustee becomes incapable of
acting or becomes bankrupt or its affairs are taken over by public authorities,
or if the Sponsor deems it to be in the best interest of the Unit holders, the
Sponsor may remove the Trustee and appoint a successor as provided in the Trust
Agreement. Notice of such removal and appointment shall be mailed to each Unit
holder by the Sponsor. If upon resignation of the Trustee no successor has been
appointed and has accepted the appointment within thirty days after
notification, the retiring Trustee may apply to a court of competent
jurisdiction for the appointment of a successor. The resignation or removal of
the Trustee becomes effective only when the successor Trustee accepts its
appointment as such or when a court of competent jurisdiction appoints a
successor Trustee. Upon execution of a written acceptance of such appointment by
such successor Trustee, all the rights, powers, duties and obligations of the
original Trustee shall vest in the successor.
Any corporation into which the Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which the Trustee shall be a party, shall be the successor Trustee. The Trustee
must always be a banking corporation organized under the laws of the United
States or any State and have at all times an aggregate capital, surplus and
undivided profits of not less than $5,000,000.
Evaluation of the Trust
The value of the Securities in the Trust portfolio is determined in good
faith by the Trustee on the basis set forth under "Public Offering-Offering
Price." The Sponsor and the Unit holders may rely on any evaluation furnished by
the Trustee and shall have no responsibility for the accuracy thereof.
Determinations by the Trustee under the Trust Agreement shall be made in good
faith upon the basis of the best information available to it, provided, however,
that the Trustee shall be under no liability to the Sponsor or Unit holders for
errors in judgment, except in cases of its own willful misfeasance,
450048.1
B-24
<PAGE>
bad faith, gross negligence or reckless disregard of its obligations and duties.
The Trustee, the Sponsor and the Unit holders may rely on any evaluation
furnished to the Trustee by an independent evaluation service and shall have no
responsibility for the accuracy thereof.
LEGAL OPINIONS
The legality of the Units offered hereby and certain matters relating to
federal tax law have been passed upon by Battle Fowler LLP, 75 East 55th Street,
New York, New York 10022 as counsel for the Sponsor. Kroll & Tract LLP, 520
Madison Avenue, New York, New York 10022 have acted as counsel for the Trustee.
AUDITORS
The Statement of Condition and Portfolio are included herein in reliance
upon the report of BDO Seidman, LLP, independent certified public accountants,
and upon the authority of said firm as experts in accounting and auditing.
450048.1
B-25
<PAGE>
PART II--ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM A--BONDING ARRANGEMENTS
The employees of Glickenhaus & Co. are covered under Brokers' Blanket
Policy, Standard Form 14, in the amount of $5,000,000.
ITEM B--CONTENTS OF REGISTRATION STATEMENT
This Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet on Form S-6.
The Cross-Reference Sheet incorporated by reference to the Cross-Reference
Sheet to the Registration Statement on Form S-6 of Glickenhaus Value
Portfolios, The 1997 Equity Collection, Series II.
The Prospectus consisting of pages.
Undertakings.
Signatures.
Written consents of the following persons:
Battle Fowler LLP (included in Exhibit 3.1)
BDO Seidman, LLP
The following exhibits:
*1.1 -- Reference Trust Agreement including certain Amendments to
the Trust Indenture and Agreement referred to under Exhibit
1.1.1 below.
1.1.1 -- Trust Indenture and Agreement (filed as Exhibit 1.1.1 to
Amendment No. 2 to Form S-6 Registration Statement No. 33-64155
on January 24, 1996, and incorporated herein by reference).
1.3 -- Form of Selected Dealer Agreement (filed as Exhibit 1.3 to
Amendment No. 2 to Form S-6 Registration Statement No. 33-64155
on January 24, 1996, and incorporated herein by reference).
1.6 -- Restated Agreement of Limited Partnership of Glickenhaus &
Co. (filed as Exhibit 1.3 to Form S-6 Registration Statement
No. 2-95041 of Municipal Insured National Trust Series 1 on
December 21, 1984, and incorporated herein by reference).
1.6(a) -- Agreement of Amendment to Restated Agreement of Limited
Partnership of Glickenhaus & Co. (filed as Exhibit 1.3(a) to
Form S-6 Registration Statement No. 2-95041 of Municipal
Insured National Trust Series 1 on December 21, 1984, and
incorporated herein by reference).
1.6(b) -- Certificate of Amendment to Restated Agreement of Limited
Partnership of Glickenhaus & Co. (filed as Exhibit 1.3(b) to
Form S-6 Registration Statement No. 2-95041 of Municipal
Insured National Trust Series 1 on December 21, 1984, and
incorporated herein by reference).
1.6(c) -- Agreement of Amendment to Restated Agreement of Limited
Partnership of Glickenhaus & Co. (filed as Exhibit 1.3(c) to
Form S-6 Registration Statement No. 2-95041 of Municipal
Insured National Trust Series 1 on December 21, 1984, and
incorporated herein by reference).
1.6(d) -- Agreement of Amendment to Restated Agreement of Limited
Partnership of Glickenhaus & Co. (filed as Exhibit 1.2(d) to
Amendment No. 1 to Form S-6 Registration Statement No. 33-814
of Empire State Municipal Exempt Trust, Guaranteed Series 23 on
April 11, 1986, and incorporated herein by reference).
2.1 -- Form of Certificate (filed as Exhibit 2.1 to Amendment No. 2 to
Form S-6 Registration Statement No. 33-64155 on January 24,
1996, and incorporated herein by reference).
- ---------------------------------
* Filed herewith.
II-1
412321.1
<PAGE>
*3.1 -- Opinion of Battle Fowler LLP as to the legality of the
securities being registered.
4.1 -- Information as to Partners of Glickenhaus & Co. (filed as
Exhibit 4.1 to Amendment No. 1 to Form S-6 Registration
Statement No. 33-26577 of Empire State Municipal Exempt Trust,
Guaranteed Series 46 on April 19, 1989, and incorporated herein
by reference).
4.3 -- Affiliations of Sponsor with other investment companies (filed
as Exhibit 4.6 to Amendment No. 1 to Form S-6 Registration
Statement No. 2-95041 of Municipal Insured National Trust
Series 1 on March 21, 1985, and incorporated herein by
reference).
4.4 -- Stockbrokers' Bond and Policy, Form B for Glickenhaus & Co.
(filed as Exhibit 4.7 to Form S-6 Registration Statement No.
2-95041 of Municipal Insured National Trust Series 1 on
December 21, 1984, and incorporated herein by reference).
6.0 -- Copies of Powers of Attorney of General Partners of
Glickenhaus & Co. (filed as Exhibit 6.1 to Form S-6
Registration Number 333-25145 of Empire State Municipal Exempt
Trust, Guaranteed Series 135 on April 30, 1997 and incorporated
herein by reference).
*27 -- Financial Data Schedule (for EDGAR filing only).
- ----------------------------
* Filed herewith.
II-2
412321.1
<PAGE>
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
SIGNATURES
The registrant hereby identifies Glickenhaus Value Portfolios, The 1996
Equity Collection for the 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,
Glickenhaus Value Portfolios, The 1997 Equity Collection, Series II has duly
caused this Amendment to the Registration Statement to be signed on its behalf
by the undersigned, hereunto duly authorized, in the City of New York and State
of New York on the 12th day of June, 1997.
GLICKENHAUS VALUE PORTFOLIOS, THE 1997
EQUITY COLLECTION, SERIES II
By: GLICKENHAUS & CO.
----------------------------------
(Sponsor)
By: /s/ MICHAEL J. LYNCH
----------------------------------
(Michael J. Lynch, Attorney-in-Fact)
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 dates indicated.
NAME TITLE DATE
- ---- ----- ----
ALFRED FEINMAN* General Partner
- --------------------
(Alfred Feinman)
SETH M. GLICKENHAUS* General Partner,
- -------------------------
(Seth M. Glickenhaus) Chief Investment Officer
*By: /s/ MICHAEL J. LYNCH June 12, 1997
-----------------------------------
(Michael J. Lynch, Attorney-in-Fact)
- --------
* Executed copies of Powers of Attorney filed as Exhibit 6.1 to
Registration Statement No. 333-25145 on April 30, 1997.
II-3
412321.1
<PAGE>
CONSENT OF COUNSEL
The consent of counsel to the use of their name in the Prospectus included in
this Registration Statement is contained in their opinion filed as Exhibit 3.1
to this Registration Statement.
CONSENT OF INDEPENDENT AUDITORS
The Sponsor and Trustee of Glickenhaus Value Portfolios, The 1997 Equity
Collection, Series II
We hereby consent to the use in this Registration Statement No. 333-28105 of
our report dated June 12, 1997, relating to the Statement of Condition of
Glickenhaus Value Portfolios, The 1997 Equity Collection, Series II and to the
reference to our firm under the heading "Auditors" in the Prospectus which is a
part of such Registration Statement.
BDO SEIDMAN, LLP
New York, New York
June 12, 1997
II-4
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
The schedule contains summary financial information extracted from the statement
of condition as of date of deposit and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<CURRENCY> US DOLLARS
<FISCAL-YEAR-END> MAY-31-1998
<PERIOD-START> JUN-12-1997
<PERIOD-END> JUN-12-1997
<PERIOD-TYPE> OTHER
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 122,138
<RECEIVABLES> 0
<ASSETS-OTHER> 29,850
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 151,988
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 29,850
<TOTAL-LIABILITIES> 29,850
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 12,656
<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> 122,138
<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> 122,138
<PER-SHARE-NAV-BEGIN> 0
<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> 965.06
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
GLICKENHAUS VALUE PORTFOLIOS,
THE 1997 EQUITY COLLECTION, SERIES II
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated June 12, 1997
between Glickenhaus & Co., as Depositor and The Bank of New York, as Trustee,
sets forth certain provisions in full and incorporates other provisions by
reference to the document entitled "Glickenhaus Value Portfolios, The 1996
Equity Collection, and Subsequent Series, Trust Indenture and Agreement" dated
January 24, 1996 (the "Indenture") and as amended in part by this Agreement
(collectively, such documents hereinafter called the "Indenture and Agreement").
This Agreement and the Indenture, as incorporated by reference herein, will
constitute a single instrument.
WITNESSETH THAT:
WHEREAS, this Agreement is a Reference Trust Agreement as
defined in Section 1.1 of the Indenture, and shall be amended and modified from
time to time by an Addendum as defined in Section 1.1 (1) of the Indenture, such
Addendum setting forth any Additional Securities as defined in Section 1.1 (2)
of the Indenture;
WHEREAS, the Depositor wishes to deposit Securities, and any
Additional Securities as listed on any Addendums hereto, into the Trust and
issue Units, and Additional Units as the case maybe, in respect thereof pursuant
to Sections 2.1 and 2.6 of the Indenture; and
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the Depositor and the Trustee as follows:
Part I
STANDARD TERMS AND CONDITIONS OF TRUST
Section 1. Subject to the provisions of Part II hereof, all the
provisions contained in the Indenture 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.
334811.1
<PAGE>
Section 2. This Reference Trust Agreement may be amended and modified
by Addendums, attached hereto, evidencing the purchase of Additional Securities
which have been deposited to effect an increase over the number of Units
initially specified in Part II of this Reference Trust Agreement ("Additional
Closings"). The Depositor and Trustee hereby agree that their respective
representations, agreements and certifications contained in the Closing
Memorandum dated June 12, 1997, relating to the initial deposit of Securities
continue as if such representations, agreements and certifications were made on
the date of such Additional Closings and with respect to the deposits made
therewith, except as such representations, agreements and certifications relate
to their respective By-Laws and as to which they each represent that there has
been no amendment affecting their respective abilities to perform their
respective obligations under the Indenture.
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
Section 1. The following special terms and conditions are hereby
agreed to:
(a) The Securities (including Contract Securities) listed in the
Prospectus related to Glickenhaus Value Portfolios The 1997 Equity Collection,
Series II have been deposited in the Trust under this Agreement (See Portfolio
in Part A of the Prospectus which for purposes of this Indenture is the Schedule
of securities or Schedule A).
(b) The number of Units delivered by the Trustee in exchange for the
Securities referred to in Section 2.3 is 12,656.
(c) For the purposes of the definition of Unit in item (22) of Section
1.1, the fractional undivided interest in and ownership of the Trust initially
is 1/12656 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day of June and
December, commencing on June 15, 1997.
(e) The term Distribution Date shall mean the first business day of
July and January, commencing on July 1, 1997.
(f) The First Settlement Date shall mean June 17, 1997.
(g) For purposes of Section 6.1(g), the liquidation amount is hereby
specified to be 40% of the aggregate value of the Securities at the completion
of the Deposit Period.
-2-
334811.1
<PAGE>
(h) For purposes of Section 6.4, the Trustee shall be paid per annum
$.85 per 100 Units, determined on the basis of the number of Units outstanding
as of the Record Date preceding the Record Date on which the compensation is to
be paid.
(i) For purposes of Section 7.4, the Depositor's maximum annual
supervisory fee is hereby specified to be $.25 per 100 Units outstanding.
(j) The Liquidation Date shall be July 12, 1999, or the disposition of
the last Security in the Trust.
(k) The fiscal year for the Trust shall end on May 31st of each year.
(l) For purposes of this Series of the Glickenhaus Value Portfolios,
the form of Certificate set forth in Indenture shall be appropriately modified
to reflect the title of this Series and represent as set forth above.
IN WITNESS WHEREOF, the parties hereto have caused this Reference
Trust Agreement to be duly executed on the date first above written.
[Signatures on separate pages]
-3-
334811.1
<PAGE>
GLICKENHAUS & CO.
By: /s/ Michael J. Lynch
Attorney-in-Fact
for each of the
General Partners
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I, Kelly McConvery, a Notary Public in and for the said County in the
State aforesaid, do hereby certify that Michael J. Lynch, personally known to me
to be the same whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledged that he signed and delivered the
said instrument as his free and voluntary act as Attorney-in-Fact for each of
the General Partners, and as the free and voluntary act of said GLICKENHAUS &
CO., for the uses and purposes therein set forth.
GIVEN, under my hand and notarial seal this 12th day of June, 1997.
/s/ Kelly McConvery
Notary Public
Commission expires: June 5, 1999
[SEAL]
334416.1
<PAGE>
THE BANK OF NEW YORK, Trustee
By: /s/ Jeffrey Cohen
Vice President
ATTEST:
By: /s/ Andrew Dujat
(CORPORATE SEAL)
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I, Emanuel T. Lytle, Jr., a Notary Public in and for the said County
in the State aforesaid, do hereby certify that Jeffrey Cohen and Andrew Dujat
personally known to me to be the same persons whose names are subscribed to the
foregoing instrument and personally known to me to be a Vice President and Vice
President, respectively, of The Bank of New York, appeared before me this day in
person, and acknowledge that they signed, sealed with the corporate seal of The
Bank of New York and delivered the said instrument as their free and voluntary
act as such Vice President and Vice President, respectively, and as the free and
voluntary act of said The Bank of New York for the uses and purposes therein set
forth.
GIVEN, under my hand and notarial seal this 10th day of June, 1997.
/s/ Emanuel T. Lytle
Notary Public
[SEAL]
My commission expires: April 30, 1999
334416.1
BATTLE FOWLER LLP
A LIMITED LIABILITY PARTNERSHIP
75 East 55th Street
New York, New York 10022
(212) 856-7000
212-856-7000
June 12, 1997
Glickenhaus & Co.
6 East 43rd Street
New York, New York 10017
Re: Glickenhaus Value Portfolios,
The 1997 Equity Collection, Series II
-------------------------------------
Dear Sirs:
We have acted as special counsel for Glickenhaus & Co., as Depositor,
Sponsor and Principal Underwriter (the "Depositor") of Glickenhaus Value
Portfolios, The 1997 Equity Collection, Series II (the "Trust") in connection
with the issuance by the Trust of the units of fractional undivided interest
(collectively, the "Units") in the Trust. Pursuant to the Trust Agreement
referred to below, the Depositor has transferred to the Trust certain securities
and contracts to purchase certain securities together with an irrevocable letter
of credit to be held by the Trustee upon the terms and conditions set forth in
the Trust Agreement. (All securities to be acquired by the Trust are
collectively referred to as the "Securities").
In connection with our representation, we have examined copies of the
following documents relating to the creation of the Trust and the issuance and
sale of the Units: (a) the Trust Indenture and Agreement and related Reference
Trust Agreement, each of even date herewith, relating to the Trust (the "Trust
Agreements") among the Depositor and The Bank of New York, as Trustee; (b) the
notification of registration on Form N-8A and the Registration Statement on Form
N-8B-2, as amended, relating to the Trust, as filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Investment Company Act of
1940 (the "1940 Act"); (c) the Registration Statement on Form S-6 (Registration
No. 333-28105) filed with the Commission pursuant to the Securities Act of 1933
(the "1933 Act"), and all amendments
334415.1
<PAGE>
2
Glickenhaus & Co.
June 12, 1997
thereto (said Registration Statement, as amended by said Amendment(s), being
herein called the "Registration Statement"); (d) the proposed form of final
Prospectus (the "Prospectus") relating to the Units, which is expected to be
filed with the Commission this day; and (e) a certificate of an authorized
officer or partner of the Depositor with respect to certain factual matters
contained therein.
We have not reviewed the financial statements, compilation of the
Securities held by the Trust, or other financial or statistical data contained
in the Registration Statement and the Prospectus, as to which you have been
furnished with the reports of the accountants appearing in the Registration
Statement and the Prospectus.
In addition, we have assumed the genuineness of all agreements,
instruments and documents submitted to us as originals and the conformity to
originals of all copies thereof submitted to us. We have also assumed the
genuineness of all signatures and the legal capacity of all persons executing
agreements, instruments and documents examined or relied upon by us.
Statements in this opinion as to the validity, binding effect and
enforceability of agreements, instruments and documents are subject: (i) to
limitations as to enforceability imposed by bankruptcy, reorganization,
moratorium, insolvency and other laws of general application relating to or
affecting the enforceability of creditors' rights, and (ii) to limitations under
equitable principles governing the availability of equitable remedies.
We are not admitted to the practice of law in any jurisdiction but the
State of New York and we do not hold ourselves out as experts in or express any
opinion as to the laws of other states or jurisdictions except as to matters of
Federal and Delaware corporate law.
Based exclusively on the foregoing, we are of the opinion that under
existing law:
(1) The Trust Agreement has been duly authorized and entered into by an
authorized officer or General Partner of the Depositor and is a valid and
binding obligation of the Depositor in accordance with its terms.
(2) The execution and delivery of the Certificates evidencing the Units
has been duly authorized by the Depositor and such Certificates, when executed
by the Depositor and the Trustee in accordance with the provisions of the
Certificates and the Trust Agreement and issued for the consideration
contemplated therein, will constitute fractional undivided interests in the
Trust, will be entitled to the benefits of the Trust Agreement, will conform in
all
334415.1
<PAGE>
3
Glickenhaus & Co.
June 12, 1997
material respects to the description thereof for the Units as provided in the
Trust Agreement and the Registration Statement, and the Units will be fully paid
and non-assessable by the Trust.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement
and in the Prospectus under the headings "Tax Status" and "Legal Opinions". We
authorize you to deliver copies of this opinion to the Trustee and the
Underwriters named in Schedule A to the Master Agreement Among Underwriters
relating to the Trust and the Trustee may rely on this opinion as fully and to
the same extent as if it had been addressed to it.
This opinion is intended solely for the benefit of the addressee and
the Trustee in connection with the issuance of the Units of the Trust and may
not be relied upon in any other manner or by any other person without our
express written consent.
Very truly yours,
Battle Fowler LLP
334415.1
